Companies Act, 1956
Sec 161 -
Further provisions regarding annual return and certificate to be annexed
thereto.
(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 manager or secretary of the company, or where
there is no manager or secretary, by two directors of the company, one of whom
shall be the managing director where there is one :
Provided that where the annual return is filed
by a company whose shares are listed on a recognized stock exchange, the copy
of such annual return shall also be signed by a secretary in whole-time
practice.
(2) There shall also be filed with the
Registrar along with the return a certificate signed by 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 ;
(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.