The secretary is appointed by a formal resolution of the Board.

The pro-tern secretary must, immediately after the incorporation, secure his position by getting a resolution passed at the first Board meeting. This resolution appointing a person as the secretary of the company should contain the terms and conditions of his appointment.
The secretary is appointed by a formal resolution of the Board. If a director is interested in the appointment of the secretary, he must disclose such interest and should not participate in the discussion or voting.
If a director of the company or his relative is to be appointed as the secretary, a special
resolution should be passed at the general meeting for such an appointment.
In accordance with Section 303 (1) of the Act, the appointment of a person as secretary must be recorded in the Register of Directors, Managing Director, Manager, Secretary, etc. .
The particulars of such appointment should be filed in duplicate in form No. 32
with the Registrar within thirty days of the appointment.
The specimen form of resolution for appointment of secretary is as follows:
RESOLVED THAT: Shri who possesses the requisite qualifications under the
Companies (Appointment and Qualification of Secretary) Rules, 1988, be, and is hereby, appointed secretary of the company on the terms and conditions set out in the draft agreement, a copy of which is initialed by the Chairman for the purpose of identification and placed before the meeting for approval, with effect from ......
RESOLVED FURTHER: That the aforesaid agreement with Shri regarding his
appointment as secretary is hereby approved and the agreement will receive the seal.
of the company in the presence of Shri and Shri , directors of the company, who
will sign the same on behalf of the company.