ABC Pvt. Ltd., incorporated under the Companies Act, 2013, recently conducted a right issue of equity shares to its existing shareholders. The Board of Directors through its resolution allotted equity shares on 15th July

CS Executive · Company Law and Practice · PYQS · December 2025
ABC Pvt. Ltd., incorporated under the Companies Act, 2013, recently conducted a right issue of equity shares to its existing shareholders. The Board of Directors through its resolution allotted equity shares on 15th July, 2025. The share certificates issued to shareholders, except for Raj, were signed by a director. The company does not have a Company Secretary. Raj, a shareholder, made a complaint to the company on 15th September, 2025 that he is still to receive a share certificate. In reply, the company took the excuse of administrative reasons for the same. Neha, another shareholder raised an issue that the share certificate does not bear the distinctive numbers of the shares held in dematerialised (DEMAT) form through a depository. Considering the provisions of the Companies Act, 2013 assess the validity of the share certificates, complaint of Raj and issue raised by Neha.

Answer & Explanation:

Validity of share certificate: According to Section 46(1) of the Companies Act, 2013, a share certificate must be issued under the common seal of the company, if any, and must be signed by at least two directors or by at least one director and the company secretary, if the company has one. Since ABC Pvt. Ltd. does not have a company secretary, the share certificates should have been signed by at least 2 directors. However, they are signed by only one director. Hence, the share certificates issued are not valid. Validity of objection of Raj: As per Section 56(4) of the Companies Act, 2013, a company is required to deliver the share certificates of all shares allotted within a period of two months from the date of allotment of share. Since the company failed to issue the share certificates on or before 14th September i.e. within 2 months of allotment of shares on 15th July, 2025, the complaint of Raj dated 15th September, 2025 is valid. Validity of issue raised by Neha: Under Section 45 of the Companies Act, 2013, every share in a company having a share capital shall be distinguished by its distinctive number: Provided that nothing in this section shall apply to a share held by a person whose name is entered as holder of beneficial interest in such share in the records of a depository. Hence, the issue raised by Neha is not valid.

Topics: Share Capital and Debentures

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