Where the Board of directors of any company having a paid up capital of Rupees Five Crores or more
consisting of only two directors, neither of them shall be appointed as a secretary of the company.
However, if a private company has more than two directors and a public company which has more than three directors on the Board, one of them can act as a secretary subject to the possession by him the prescribed qualifications under the Companies (Appointment and Qualification of Secretary) Rules, 1988 and subject to the compliance of the provisions of section 314 of the Companies Act, 1956.