Become a Govt. Certified GST Practitioner in just 58 hours. Register Now!

Age Limit for Directors Pvt Ltd

Sadhana (CS) (181 Points)

04 October 2010

Is there any age limit for a person to be a director of a Pvt Ltd Company ? If yes wat is the min and max age allowed? and what abt whole time director (is there age limit) for pvt ltd co.?

Reply
Follow
Share

16 Replies

Ajay Mishra (Company Secretary) (74342 Points)
Replied 04 October 2010

Age Limit for Director

In case of Director other than MD or WTD

The Companies Act, 1956 generally not define the minimum age limit for becoming a director of the company, who is not managing director or whole time director.

A minor is not competent to contract. According to Palmer’s Company Law (para 62-02) “Directors are, in the eye of law, agents of the company for which they act, and the general principles of law of principal and agent regulate in many respects the relationship of the company and its directors”. Under section 184 of the Indian Contract Act, 1872, a person who is not the age of majority can not become an agent. In consequence a minor can not be appointed to an office of director of a company.

In case of MD or WTD

For the appointment of a person as managing director or whole time director, he is required to fulfil the conditions specified in Schedule XIII of the Companies Act, or else take the approval of the Central Government. One of the conditions as per Part I of Schedule XIII is as under:

Managerial person has completed the age of 25 years and has not attained the age of 70 years.

Exception: A special resolution is required for the appointedment of a managerial person if he

(i) Has attained the age of 70 years; or

(ii) Has not completed the age of 25 years, but has attained the age of majority (i.e. 18 years).

1 Like

Upgrade to CAclubindia Pro. Subscribe Now!

Yogesh Shah (Managing Corporate Finance) (1051 Points)
Replied 05 October 2010

Hi Sadhana,

MD / WTD is already covered above and hence I am telling about other Directors :-

Provisions like age limit, edu qualification etc. are relevant before appointment of Director. Means Sec. 274 (Disqualifications of Director) comes into the picture.

Private Company can provide additional disqualifications in their AoA (apart from those provided under sec. 274).

Hence, you have to check AoA of concerned pvt. co. If any age limit for OTHER directors is provided then you have to follow it. If nothing is provided, then you can appoint individual of any age as a director of private co. (including minor even)

HARDIK (COMPANY SECRETARY NCFM (Corporate Governance )) (664 Points)
Replied 05 October 2010

Hi agree with ajay fully and minor can not be appointed as Director.

Yogesh Shah (Managing Corporate Finance) (1051 Points)
Replied 05 October 2010

Hi Hardik,

Minor CAN be appointed as a director of private co. if not prohibited by AoA.

Ajay Mishra (Company Secretary) (74342 Points)
Replied 05 October 2010

Dear Mr. Yogesh

How can you appoint a person as director, if he/she is not capable to enter into a contract. I think DIN will not be alloted to minor.

Regards

Upgrade to CAclubindia Pro. Subscribe Now!

Yogesh Shah (Managing Corporate Finance) (1051 Points)
Replied 07 October 2010

Hi Ajay,

'Minor can't enter into contract' is not the mere reason behind its disqualification. You are talking about Sec. 264. Please note that Sec. 264 is NA to Pvt. Co. In case of private co, neither consent with co. nor consent with ROC is mandatory.

Hence, in private co. minor CAN be appointed as a director.

I respect your opinion because practically this rarely happen but THERE IS A SCOPE. If minor is appointed as director he remains only ornamental director without any liability for acts done by him.

Ajay Mishra (Company Secretary) (74342 Points)
Replied 07 October 2010

Dear Yogesh

I am not talking about applicability of the public or private limited company. I am talking about the age limit for becoming a director.

If you read Part I (c ) of Schedule XIII it says the person should attained the age of majority that means he should not be minor.

Regards

Yogesh Shah (Managing Corporate Finance) (1051 Points)
Replied 08 October 2010

Hi Ajay,

I agree with your opinion NOW because today I tried to fill DIN form by inserting DoB as somewhere in 2000 (i.e. below 18 years) but it showed an error.

But dude, I don't understand one thing - 'Minor can be appointed as Director in Pvt. Co.' - this is there in our ICAI Law Module & Mr. Jayaraman Sir's notes also. Then how they can mention like this? Or after DIN applicability above provision stood withdrawn?

Ajay Mishra (Company Secretary) (74342 Points)
Replied 08 October 2010

Dear Yogesh

I like your sprit to find whether a miner can appoint as Director and you have checked it vide practically, very good. Keep this spirit alive.

I know that DIN can not avail a minor.

Regards

CMA. CS. Sanjay Gupta ("PROUD TO BE AN INDIAN") (114230 Points)
Replied 24 November 2010

Dear Yogesh,

Please see the attached help file of Form 32. In 2nd page see the Highlighted text.

Hopefully after that you will be convinced that a minor can not be a Director in a company.

Regards

Attached File : 30 1026 form32 help.pdf downloaded: 441 times

2 Like

Upgrade to CAclubindia Pro. Subscribe Now!

Shridhi Jain (Company Secretary) (1678 Points)
Replied 24 November 2010

There is no age limit to appoint a director provided he/she must be major.

Maximum age limit is 70 yrs in case of ED/WTD but if he is only director then no age limit is there.

1 Like

Ajay Mishra (Company Secretary) (74342 Points)
Replied 25 November 2010

Thanks Sanjay Ji.........

1 Like

Preety (Company Secretary) (96 Points)
Replied 18 August 2011

Hello Friends

Mine is a limited co.In 2009 we hav re-appted our MD for a period of 5 years . At that time his age was 68 years. We hav passed SR at that time mentioning in the Explanatory Statement that he will be attaining age of 70 years in 2011. My query is whether we hav to pass fresh SR again for approving his re-appt . Pl treat it as urgent.

Thanks With Regards

Kamal

Soumya Dash (Corp. Governance Analyst) (21 Points)
Replied 14 September 2011

Regarding Independent Directors, Clause 49 (I) (A) (iii) of Listing Agreement states that an Independent director should not be less than 21 years of age.