The Companies (Share Capital and Debentures)Amendment Rules, 2018

MINISTRY OF CORPORATE AFFAIRS
NOTIFICATION
New Delhi, the 10th April, 2018

G.S.R. 363(E).—In exercise of the powers conferred by sub-sections (1) and (2) of section 469 of the
Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the
Companies (Share Capital and Debentures) Rules, 2014, namely:—
1. Short title and commencement. – (1) These rules may be called the Companies (Share Capital and Debentures)
Amendment Rules, 2018.
(2) They shall come into force on the date of their publication in the Official Gazette.
2. In the Companies (Share Capital and Debentures) Rules, 2014, in rule 5, for sub-rule (3) of, the following sub-rule
shall be substituted, namely:-
“(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 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 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 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.”

[F. No. 01/04/2013-CL-V- Part-III]
K.V.R. MURTY, Jt. Secy.