Section 5(3) in Companies (Share Capital and Debentures) Rules, 2014
(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.]
