The Companies Act, 1956
383A. Certain companies to have secretaries.
1[383A. Certain companies to have secretaries.(1) Every company 2[having such paid-up share capital as may be prescribed*] shall have a whole-time secretary and where the Board of directors of any such company comprises only two directors, neither of them shall be the secretary of the company:
3[Provided that every company not required to employ a whole-time secretary under sub-section (1) and having a paid-up share capital of ten lakh rupees or more shall file with the Registrar a certificate from a secretary in whole-time practice in such form and within such time and subject to such conditions as may be prescribed, as to whether the comapny has complied with all provisions of this Act and a copy of such certificate shall be attached with Board’s report referred to in section 217.]
4[(1A) If a company fail to comply with the provisions of sub-section (1), the company and every officer of the company who is in default, shall be punishable with fine which may extend to 5[five hundred rupees] for every day during which the default continues:
Provided that in any proceedings against a person in respect of an offence under this sub-section, it shall be a defence to prove that all reasonable efforts to comply with the provisions of sub-section (1) were taken or that the financial position of the company was such that it was beyond its capacity to engage a whole-time secretary.]
(2) Where, at the commencement of the Companies (Amendment) Act, 1974,
(a)any firm or body corporate is holding office, as the secretary of a company, such firm or body corporate shall, within six months from such commencement, vacate office as secretary of such company;
(b)any individual is holding office as the secretary of more than one company having a paid-up share capital of rupees twenty-five lakhs or more, he shall, within a period of six months from such commencement, exercise his option as to the company of which he intends to continue as the secretary and shall, on and from such date, vacate office as secretary in relation to all other companies.]
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1. Ins. by Act 41 of 1974, sec. 30 (w.e.f. 1-2-1975).
2. Subs. by Act 31 of 1988, sec. 53, for “having a paid-up share capital of rupees twenty five lakhs or more” (w.e.f. 1-12-1988).
*. Every company having paid-up share capital of Rs. 2 crore and above shall have a whole time Secretary [Companies (Appointment and Qualifications of Secretary) Rules, 1988].
3. Ins. by Act 53 of 2000, sec. 171 (w.e.f. 13-12-2000).
4. Ins. by Act 31 of 1988, sec. 53 (w.e.f. 1-12-1988).
5. Subs. by Act 53 of 2000, sec. 171, for “fifty rupees” (w.e.f. 13-12-2000).
