Section 161 - Further provisions regarding annual return and certificate to be annexed thereto. - Companies Act, 1956

Further provisions regarding annual return and certificate to be annexed thereto. 161. (1) The copy of the annual return filed with the Registrar under section 159 or 160, as the case may be, shall be signed both by a director and by the [1] [* * *] manager or secretary of the company, or where there is no [2] [* * *] manager or secretary by two directors of the company, one of whom shall be the managing director where there is one: [3] [Provided that where the annual return is filed by a company whose shares are listed on a recognised stock exchange, the copy of such annual return shall also be signed by a secretary in whole-time practice. [4] ] (2) There shall also be filed with the Registrar along with the return a certificate signed by [5] [the signatories] of the return, stating (a) that the return states the facts as they stood on the day of the annual general meeting aforesaid, correctly and completely; [6] [* * *] [7] [(aa) that since the date of the last annual return the transfer of all shares and debentures and the issue of all further certificates of shares and debentures have been appropriately recorded in the books maintained for the purpose; and] (b) in the case of a private company also, (i) that the company has not, since the date of the annual general meeting with reference to which the last return was submitted, or in the case of a first return, since the date of the incorporation of the company, issued any invitation to the public to subscribe for any shares or debentures of the company, and (ii) that, where the annual return discloses the fact that the number of members of the company exceeds fifty, the excess consists wholly of persons who under sub-clause (b) of clause (iii) of sub-section (1) of section 3 are not to be included in reckoning the number of fifty. -------------------------------- Notes:- [1] The words "managing agent, secretaries and treasurers" omitted by the Companies (Amendment) Act, 1988, section 23, w.e.f. 15-6-1988. [2] The words "managing agent, secretaries and treasurers" omitted by the Companies (Amendment) Act, 1988, section 23, w.e.f. 15-6-1988. [3] Inserted by the Companies (Amendment) Act, 1988, section 23, w.e.f. 15-6-1988. [4] ICSI Guidelines No. 1 dated 27-11-2007 (w.e.f. 1-1-2008) provides that a member of the Institute in practice who is entitled __ (i) to issue Compliance Certificate pursuant to the proviso to sub-section (1) of section 383;A and/or (ii) to sign an Annual Return pursuant to the proviso to sub-section (1) of section 161, shall be deemed to be guilty of professional misconduct if he __ - issues compliance certificates ; and/or - sign Annual Return For more than eighty companies in aggregate, in a calendar year. In the case of a firm of Company Secretaries, the ceiling of eighty companies aforesaid would apply to each partner therein who is entitled to (i) sign the compliance certificate in terms of the proviso to sub-section 383A; (ii) sign annual return in terms of the proviso to sub-section (1) of section 161. [5] Substituted by the Companies (Amendment) Act, 1988, section 23, w.e.f. 15-6-1988 for the words "both the signatories". [6] The word "and" omitted by the Companies (Amendment) Act, 1960, Act 65 of 1960, section 40. [7] Inserted by Companies (Amendment) Act, 1960, Act 65 of 1960, section 40.