Section 46:
Certificate of shares.
(1) A certificate, 1[issued under the common seal, if any, of the company
or signed by two directors or by a director and the Company Secretary, wherever the company has
appointed a Company Secretary], specifying the shares held by any person, shall be prima facie evidence
of the title of the person to such shares.
(2) A duplicate certificate of shares may be issued, if such certificate--
(a) is proved to have been lost or destroyed; or
(b) has been defaced, mutilated or torn and is surrendered to the company.
(3) Notwithstanding anything contained in the articles of a company, the manner of issue of a
certificate of shares or the duplicate thereof, the form of such certificate, the particulars to be entered in
the register of members and other matters shall be such as may be prescribed.
(4) Where a share is held in depository form, the record of the depository is the prima facie evidence
of the interest of the beneficial owner.
(5) If a company with intent to defraud issues a duplicate certificate of shares, the company shall be
punishable with fine which shall not be less than five times the face value of the shares involved in the
issue of the duplicate certificate but which may extend to ten times the face value of such shares or rupees
ten crores whichever is higher and every officer of the company who is in default shall be liable for action
under section 447.
Notes:
1. Subs. by Act 21 of 2015, s. 7, for "issued under the common seal of the company" (w.e.f. 29-5-2015).