15 February 2010
A company is a artificial person and does not have a physical presence. Therefore, it acts through its Board of Directors for carrying out its activities and entering into various agreements. Such contracts must be under the seal of the company. The common seal is the official signature of the company. Any document not bearing the seal of the company may not be accepted as authentic and may not have any legal force. However, it is nowhere mentioned in the Act that the Common Seal must be affixed on the Debenture Certificate.
To be safer side, I believe the resolution making the allotment of debentures should provide for issuance of the debenture certificate in a specific manner. Please also check your Articles of Association.
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