46. 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.