The Companies Amendment Act, 2015 was published in the official Gazette on 25-05-2015. The Companies Amendment Bill received the assent of the President on the same day. As per the amended act, the requirement of common seal has been made optional.

MCA has issued the following consequentional notification regarding signing of the share certificates where the company does not have a common seal.

Government of India Ministry of Corporate Affairs
Notification

New Delhi
Dated the 29th May, 2015

G.S.R. __ (E). - In exercise of the powers conferred by sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Share Capital and Debentures) Rules, 2014, namely:-

1.    (1) These rules may b called the Companies (Share Capital and Debentures) Second Amendment Rules, 2015.

(2) They shall come into force from the date of their publication in the Official Gazette.

2. In the Companies (Share Capital and Debentures) Rules,2014, n rule 5 in sub-rule (3),-

(i) for the words "issued under the seal of the company", the words "issued under the seal, if any, of the company" shall be substituted;

(ii) for clause (b), the following clause (b) shall be substituted, namely:-

"(b)  the secretary or any person authorised by the Board for the purpose:

Provided that in case a company does not have a common seal, the share certificate shall be signed by two directors or by a director and the Company Secretary, wherever the company has appointed a Company Secretary:

Provided further that, if the composition of the Board permits of it, at least one of the aforesaid two directors shall be a person other than a managing director or a whole-time  director:

Provided also that, in case of a One Person Company, every share certificate shall be issued under the seal, if any, of the company, which shall be affixed in the presence of and signed by one director or a person authorised by the Board of Directors of the company for the purpose and the Company Secretary, or any other person authorised by the Board for the purpose, and in case the One Person Company does not have a common sea l, the share certificate shall be signed by the persons in the presence of whom the seal is required to be affixed in this proviso.".

[File No. 1/4/2013 CL-V]

Amardeep Singh Bhatia
Joint Secretary to the Government of India

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