MCA has vide its notification dated 10th April, 2018 amended the Rule 5(3) of the Companies (Share Capital & Debentures) Rules, 2014. The said Rule pertains to issue of share certificates. Rule 5(3) pertains to the manner of issue of the share certificates.
The earlier Rule 5(3) mandated that the share certificates should be issued under the common seal of the company. Since the mandatory requirement of common seal was done away with, therefore the MCA has made the change in this sub-Rule as well. Now the Rule 5(3) reads as under:
The earlier Rule 5(3) mandated that the share certificates should be issued under the common seal of the company. Since the mandatory requirement of common seal was done away with, therefore the MCA has made the change in this sub-Rule as well. Now the Rule 5(3) reads as under:
6[(3) Every certificate shall specify the shares to which it relates and the amount paid-up thereon and shall be signed by two directors or by a director and the company secretary, wherever the company has appointed company secretary:
Provided that in case the company has a common seal it shall be affixed in the presence of persons required to sign the certificate.
Explanation. - For the purposes of this sub-rule, it is hereby clarified that,-
(a) in case of an One Person Company, it shall be sufficient ifthe certificate is signed by a director and the company secretary or any other person authorised by the Board for the purpose.
(b) a director shall be deemed to have signed the share certificate ifhis signature is printed thereon as facsimile signature by means of any machine, equipment or other mechanical means such as engraving in metal or lithography or digitally signed, but not by means of rubber stamp, provided that the director shall be personally responsible for permitting the affixation of his signature thus and the safe custody of any machine, equipment or other material used for the purpose.]
The language used in the amended Rule 5(3) is much better than that in its erstwhile avatar.
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