COMMON SEAL

There is not any definition prescribed under the businesses Act, 2013. As per the Secretarial Standards issued by Institute of Company Secretaries of India, harbour seal means, the metallic seal of a corporation which may be affixed only with the approval of the Board of Directors of the corporate. It's the signature of the corporate to any document on which it's affixed and binds the corporate for all obligations undertaken within the document. In other words, harbour seal is that the official signature of the corporate and every Company shall have just one seal, on its incorporation. It's to be utilized in the way prescribed within the Articles of Association and therefore, the Companies Act, 2013. Any document, on which the corporate's seal is affixed and is duly signed by the authorized official of the corporate becomes binding on the Company. Affixing of harbour seal under Article 2(ii) of Relevant Sections in Companies Act, 2013. Section 22 (1) Execution of bills of exchange, etc. A bill of exchange, hundi or note shall be deemed to possess been made, accepted, drawn or endorsed on behalf of a corporation if made, accepted, drawn, or endorsed within the name of, or on behalf of or account of, the corporate by a person acting under its authority, express or implied. A corporation may, by writing under its harbour seal, authorize a person, either generally or in respect of any specified matters, as its attorney to execute other deeds on its behalf in anywhere either in or outside India. A deed signed by such an attorney on behalf of the corporate and under his seal shall bind the corporate and affect as if it were made under its harbour seal. Certificate of shares certificate, under the harbour seal of the corporate, specifying any shares held by any member, shall be clear evidence of the title of the member to such shares. Rule 5(3) of Companies (Share Capital and Debentures) Rules, 2014 regulates –"Every share certificate shall be issued under the seal of the corporate, which shall be affixed within the presence of, and signed by-

(a) two directors duly authorized by the Board of Directors of the corporate for the aim or the committee of the Board, if so authorized by the Board'; and

(b) the secretary or any other person authorized by the Board for the aim. Section 46. (1) A certificate, issued under the harbour seal of the corporate, specifying the shares held by a person, shall be clear evidence of the title of the person to such shares.

The harbour seal is indispensable. On affixing the harbour seal, there's a legal obligation on the part of the authorized officials and therefore the Company and has got to be therefore affixed following the Articles of Association of the corporate.