Section 5 in Companies (Share Capital and Debentures) Rules, 2014
5. Certificate of shares (where shares are not in demat form).
(1)Where a company issues any share capital, no certificate of any share or shares held in the company shall be issued, except -(a)in pursuance of a resolution passed by the Board; and(b)on surrender to the company of the letter of allotment or fractional coupons of requisite value, save in cases of issues against letters of acceptance or of renunciation, or in cases of issue of bonus shares:Provided that if the letter of allotment is lost or destroyed, the Board may impose such reasonable terms, if any, as to seek supporting evidence and indemnity and the payment of out-of-pocket expenses incurred by the company in investigating evidence, as it may think fit.(2)Every certificate of share or shares shall be in Form No. SH.1 or as near thereto as possible and shall specify the name(s) of the person(s) in whose favour the certificate is issued, the shares to which it relates and the amount paid-up thereon.(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 if the certificate is signed by a [director or company secretary] and the company secretary or any other person authorised by the Board for the purpose.(b)a [director or company secretary] [Substituted 'director' by Notification No. G.S.R. 574(E), dated 16.8.2019 (w.e.f. 31.3.2014).] shall be deemed to have signed the share certificate if his 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 or company secretary] [Substituted 'director' by Notification No. G.S.R. 574(E), dated 16.8.2019 (w.e.f. 31.3.2014).] 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.](4)The particulars of every share certificate issued in accordance with sub-rule (1) shall be entered in the Register of Members maintained in accordance with the provisions of section 88 along with the name(s) of person(s) to whom it has been issued, indicating the date of issue.
