When can director be appointed as a secretary ?

A director of the company may be appoint­ed as its secretary provided consent of the company has been obtained by passing a special resolution to this effect. This condition is laid down by Section 314 which inter alia provides that no director of a company shall hold any office or place of profit under, the company unless so consented by the company by a special resolution. Thus, legally a director may be appointed as the company secretary.

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But it is advisable not to do so in practice, specially in the case of companies having directors just equal to the statutory minimum (two directors in case of a private company and three directors in case of a public company) for, a ‘director secretary’ cannot act in both the capacities— director and secretary. He can perform his duties at a time either as a director or as a secretary.

Regulation 83 of “Table A” provides a similar provision: “A provision of the Act or these regulations requir­ing or authorizing a thing to be done by or to a director and the manager or secretary shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, the manager or secretary.”

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