Companies (Share Capital and Debentures) Second Amendment Rules, 2015. – Provision specifying the manner in which share certificate are required to be signed modified vide Notification F. No. 1/31/2013-CL-V-Part – Dated: May 29, 2015 –Kindly provide the new procedure under this section .
Yes, Rule 5(3) of the Companies (Share Capital & Debentures) Rules, 2015 has been amended by the Companies (Share Capital and Debentures) Second Amendment Rules 2015 which has altered the manner in which share certificate are required to be signed now, which is as :
Every Share Certificate shall be issued under the seal, if any, of the company, which shall be affixed in the presence of and signed by-
(a) two directors duly authorised by the Board of directors of the company for the purpose or the committee of the Board, if so authorised by the Board;
(b) the secretary or any person authorised by the Board for the purpose.
Provided that in case a company does not have a common seal, the share certificate shall be signed by two directors or by a director and the Company Secretary, wherever the company has appointed a Company Secretary;
Provided further that, if the composition of the Board permits of it, at least one of the aforesaid two directors shall be a person other than a managing director or a whole time director.