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