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Rashmi (CS)     03 February 2011

Annual Return Sec. 159

Dear members,

I wish to know whether the annual return of  company is valid if it is signed only by Chairman & Managing director.

Or it has to be compulsorily signed by the CS as well. If yes whether any declaration is required?

Kindly give your views.


- Rashmi

 10 Replies

Sudhir Garg

Sudhir Garg (Service)     03 February 2011

Dear Rashmi

For unlisted company, AR is required to be signed by director or Secretary. If no CS then by two directors one of which must be MD if company is having. Means Director+CS or if no CS, then Director+Director (MD if company is having).

in case of listed company, in addition to above, certificate of PCS is also required.

Regards- Sudhir

1 Like

Jaideep (Service)     03 February 2011


Annual Return to be signed by a Managing Director and Manager/ Secretary or by two Directors where there is no MD,manager or secretary. In the case of a company whose shares are listed on a recognised stock exchange, the certificates shall also be signed by a secretary in whole time practice.


I hope you got It....


By MD and CS


or Dir and DIR


for Listed Company in addition to above  PCS


Rashmi (CS)     03 February 2011

Thanks Sudhir.

That implies 2 directors i.e. MD + Director (In case of no CS) would serve the purpose.

No certificate is required to be given by them?

What if the company has a CS but due to unavoidable circumstances

his/her signatures can't be obtained.  Two directors can still sign instead?


Jaideep (Service)     03 February 2011

Yes two directors are sufficient if there is no CS or MD. Even if there is CS, Two director can sign.

Sudhir Garg

Sudhir Garg (Service)     03 February 2011

I hope AR supported with clarificatory note both signed by "MD+Director" would be OKAY.


Other views are welcomed.

Regards- Sudhir

Jayashree S Iyer

Jayashree S Iyer (Company Secretary)     04 February 2011

I disagree with Jaideep.

If the company has a Wholetime Company Secretary then the signature of the CS is required.

If CS signature could not be obtained, then compliance certificate from a PCS is to be obtained and attached as we do in the case of companies having a paid up share capital of >10 lacs but <5 crores and not engaging a Wholetime CS.

Other experts please share your views on the subject.

CS Nitin Jaiswal

CS Nitin Jaiswal (Company Secretary)     04 February 2011

No, pcs signature required  Only if the company is listed with any stock exchange , hence signature of two directors are sufficient.

And further for the compliance certificate limit of 10lakhs--5 cr. should be considered

Further if the Paid up cap of the company id more than 5 cr. then it compulsory requied to signed by a CS in employment.


Rashmi (CS)     04 February 2011

Originally posted by : CS Nitin Jaiswal

if the Paid up capital of the company is more than 5 cr. then it compulsory requied to signed by a CS in employment.

The paid-up capital is more than 5crores, unlisted company and a whole time CS in employment

But sign of CS can not be possibly obtained (out of reach). This is confusing now.


Jaideep (Service)     04 February 2011

Well, still in my opinion, Signature of two directors are sufficient,



kota srinvias

kota srinvias (Director)     26 November 2013

pls let me know: If a pvt ltd company has MD and two dirctors and no secretary or manager. now the MD is abroad. Whether the Annual return can be signed by the available two diectors? pls respond asap.



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