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Section 161 of Companies Act, 1956


Can u   help me in proper interpretation of Section 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 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 recognised stock exchange, the copy of such annual return shall also be signed by a secretary in whole-time practice.

My Query : The annual return has been signed by one Managing Director and one Company Secretary who is in whole time practice but the Company Secretary is not in employment with the company. Is it non compliance. 

Note: It is a private company

By secretary of the company I understand that he shoul be in whole time employment with the company. Is it correct.. Please do reply 

 
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Company Secretary


Your company is an unlisted company .  Hence there is no need for the annual return to be attested by  a Company Secretary in Whole time Practice.  However since you do not have a company secretary in whole time employment, the return has to be signed by two directors.


Total thanks : 1 times

 
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Company Secretary & Compliance Officer

In your case the Annual Return is required to be signed by

2 Directors Only one of whom must be MD, (if there is md)

 


Total thanks : 1 times

 
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In my case the Annual return has been signed by one Direcctor and the Company Secretary  who is not  in employment but in whole time practice.

@ Ankur/.Jayashree : Since two Directors has not signed, it is non compliance rite????

 
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Company Secretary


Yes. It is a non-compliance.

 
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Company Secretary & Compliance Officer

Non Compliance

 
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