Section 46 of Companies Act 2013

Section 46 of Companies Act, 2013

Certificate of shares.

1.     A certificate, issued under the common seal of the company, 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.

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Section 46 of Companies Act, 1956

Form of contracts.

(1) Contracts on behalf of a company may be made as follows :

(a) a contract which, if made between private persons, would by law be required to be in writing signed by the parties to be charged therewith, may be made on behalf of the company in writing signed by any person acting under its authority, express or implied, and may in the same manner be varied or discharged;

(b) a contract which, if made between private persons, would by law be valid although made by parol only and not reduced into writing, may be made by parol on behalf of the company by any person acting under its authority, express or implied, and may in the same manner be varied or discharged.

(2) A contract made according to this section shall bind the company.