SECTION 383A APPOINTMENT OF THE SECRETARY

1. Subject - Appointment of the Secretary.

2. Passing Authority - Board of Directors.

3. Nature of the Resolution - Resolution with simple majority.

4. Specimen Resolution:

"That Mr.Govindan who has the qualifications prescribed under the Companies (Secretary's qualifications) Rules, 1975 be and he is hereby appointed as the Secretary of the Company with effect from 1st April, 1976 pursuant to the provisions of Articles 147 of the Company's Articles of Association."

5. Guidelines:

1) A firm or body corporate can not be appointed as the Secretary.

2) A company having a paid up capital of Rs.50 lakhs or more shall have a whole-time secretary having prescribed qualifications.

3) A director may also be appointed as the secretary but where the Board consists of only 2 directors, neither of them can be appointed as the secretary.

6.Filing: Form 32--within 30 days.