Further provisions regarding annual return and certificate to be annexed thereto.

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....y 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....

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....bsp; (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 dis....

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....    (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  ....