DEAR EXPERTS,
CAN A MINOR BECOME DIRECTOR OF A COMPANY ( PRIVATE OR PUBLIC) OR CAN HE ENTER INTO CONTRACT WITH A COMPANY.
REGARDS..
TANVEER
38 Replies
(Guest)
Practically not possible because for becoming a director he require to take DIN and DIN is avalable to major only..so Minor can not apply for DIN so he can't become director...
In Compnies act there is no restriction on minor specifically ...but as he can attain DIN so not eligible for Directorship....
Manjunatha M K
(Manager - Accounts)
(318 Points)
Replied 03 September 2012
As per Contract Act, any contract made with minor is Void-ab-initio.
So, he cannot enter in to contract with anybody.
(Guest)
Dear Tanveer,
In addition to the disqualifications specified in sub-section (1) of Section 274 of The Companies Act, 1956, there is another disqualification, :
The person should not be a minor or under any other disability but should be one competent to contract.
In the case of a minor, though there is no provision in the Act, expressly disqualifying him, as he is not competent to contract, he cannot file either with the company or with the Registrar any valid consent to act as director, as required by section 264. But, as section 264 applies only to public companies and private companies which are their subsidiaries, there is nothing prohibiting a minor being a director of private companies.
But from a practical point of view, a minor can only be an ornamental director as he cannot be party to any transaction which requires competency to contract nor for the same reason can be delegated with any powers of the Board. He may possibly vote on all resolutions at Board meetings.
This is the answer to your question Tanveer...
Regards,
Veeral Gandhi
Aditya
(Dadar)
(67 Points)
Replied 04 September 2012
As said by tanveer there is no specific exclusion from minor being appointed as director.But a person can be appointed as director only after obtaining DIN.Minor is not eligible to obtain DIN. so he cannot be elected as director.
Tanveer Md Masood
(Indispensable)
(361 Points)
Replied 04 September 2012
THANKS EXPERT... APART FROM DIN WHAT I THINK IS MORE IMPORTANT IS THAT A MINOR'S APPOINTMENT IS AFFECTED BY SEC.274 (1) WHEREIN IT HAS BEEN CLEARLY STATED THAT HE CANNOT BECOME A DIRECTOR OF A COMPY AT LEAST A PUBLIC LT. CO. HE CAN UTMOST BE APPOINTED AS A DIRECTOR OF A PRIVATE COMPANY SINCE THERE IS NO NEED TO FILE CONSENT WITH THE ROC .
REGARDS..
TANVEER.
CA Naveen Jawla
(Practicing Chartered Accountant)
(51 Points)
Replied 04 September 2012
Yes Dear Tanveer,,
Mr. Veeral Gandhi correctly said the actual provisions, reasons and facts.......
(Guest)
| Originally posted by : Veeral Gandhi | ||
 |
But, as section 264 applies only to public companies and private companies which are their subsidiaries, there is nothing prohibiting a minor being a director of private companies. |
 |
Here I disagree with Mr. Veeral Gandhi ji.
The reason why only a responsible individual should be a director is pointed out by Supreme Court in Oriental Metal pressing Works private limited Vs. Bhasker Kashinath Thakoor.
According to Supreme Court the office of a director is to some extent an office of trust and there should be somebody available on whom responsibility could be fixed. Fixing such responsibility might be difficult if the director is a Minor or corporation or an association or firm.
Hence in view of the decision of Supreme court a Minor cannot be appointed as director of the company (both public and private)
(Guest)
Hello All,
Further this is to reiterate that instructions to form 32 is attached herewith which clearly specifies that -
Age of the appointee cannot be less than eighteen years.
Pls check S. No. 5 on page 2.
With Regards
Neha
Attached File : 206355 1049778 1026 form32 help.pdf downloaded: 239 times
(Guest)
Nehaji,
Please note that the citation, 'Oriental Metal Pressing Works (P.) Ltd. V. Bhaskar Kashinath Thakoor [1961] 31 Comp. Cas. 143 (SC)' does not explicitly neither implicitly convey that a minor can not be appointed as a director of a private limited company. It says that - Articles of Association authorising a director to nominate his successor is not contrary to law as the articles is not authorising him to make appointment. The appointment of directors has to be made in the general meeting and none of the directors can be authorised to appoint director in his place. Nominating a person who would be director after cessation of office by an exiting director is not equivalent to assignment of office.
Further, the Instructions pertaining to Form - 32 are not above the Companies Act 1956. In case of matters involving a point of law, we can even drag the Registrar of Companies to the High Court by filing a petition under Article 226 of the Constitution of India.
My opinion on appointment of a minor as a director in a Private Limited Company is further corroborated by the words of A. Ramaiah – an authority on the Companies Act - in his commentary to Companies Act 1956. Please refer it’s Sec. 274.
Regards,
Veeral Gandhi
(Guest)
Hi Veeral Gandhi Ji,
Pls appreciate.
Form 32 is filed for appointment of director. Instructions to form 32 are given on the official website of Ministry of Corporate affairs (MCA) and they are given alongwith the form 32 which is supposed to be filed by company after certification of practicing professional.
So, my take here is that as a professional when we are certifiying form 32 (without which form 32 can not be filed/ uploaded) then how can be ignore INSTRUCTIONS FOR FILING FORM 32. Hence we cant go over and above the same.
Opinion expressed aforesaid are strictly my interpretation of statute and law. Dnt meant to run into arguments.
With Best Regards,
Neha Jain
(Guest)
Dear Nehaji,
I do not say that you are wrong. And even I am not trying to run into an argument to satisfy my ego. It is just a healthy debate on interpretation of law.
I too am cognizant of the fact that the Instructions to Form 32 instructs the filler to be conscious of the age limit of the appointee. As per these Instructions, he can not be less than 18 years. I accept this fact.
Because of this, the RoC would certainly create a hindrance in the appointment of a minor as a director in a Private Limited Company.
What I am trying to emphasize is that there should not be an over reverence towards the RoC like, “We can’t go over and above the same.” A petition could be filed against it (there have been several ! ) to make it understand the correct position of law. And there is indeed a merit in this case…
Warm Regards,
Veeral Gandhi
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