Can a minor be a Director

"CS Pooja" :

I would say go ahead and experiment (experiment is the best learning process). 

As far as your following question  :    "Can a minor not "declare" anything?? "  

WELL, Well, well,  you might be surprised that the minor cannot even declare himself to a  "minor",  forget about anything else.
 

Experiment : File some issue against the School and the Student for declaring self-details on the SSC Form.  The school in fact can be charged for  "Intimidation" and "Breach of Trust" for violating various provisions of various laws (like contract act and Tort's), for compelling the Student to fill up declaration forms.

See if the court holds the students declaration against him in ANY manner or if the student can be prosecuted for any offence.  OR even sent to the  "juvenile home" for  "null & void" declarations.  Also see where the School lands up.

Divya Paras (Corporate Lawyer), above has described the issue quite clearly.  Use it to LEARN, as a student.

Keep Smiling .... Hemant Agarwal

 

 in school forms signature of guardian is required. a major student can ignore that and can right  "self" in the column of name of guardian. I was doing so after attaining 18 yrs of age.

Thanks all, for your views...

"Adv. Nirav Pankaj Shah" :

 

You said  "He (minor) can though vote at Board Meetings."

 

WELL, Well, well,  I can't say about anybody else,

 

BUT

 

"I AM SURPRISED"

 

 

What would a minor's vote (at a board meeting) be constituted as....

- as a consent to the resolutions passed by the board.

- these resolution could be regarding transactions, the board wishes to go thru.

- the minor would vote out other directors and would nullify transactions.

 

 

 

Keep Smiling ... HemantAgarwal

 

 

This is section 274, of the latest Companies Act, as approved under the Constitution :

274. Disqualifications of directors.

(1) A person shall not be capable of being appointed director of a company, if-

(a) he has been found to be of unsound mind by a Court of competent jurisdiction and the finding is in force;

(b) he is an undischarged insolvent;

(c) he has applied to be adjudicated as an insolvent and his application is pending;

(d) he has been convicted by a Court of any offence involving moral turpitude and sentenced in respect thereof to imprisonment for not less than six months, and a period of five years has not elapsed from the date of expiry of the sentence:

(e) he has not paid any call in respect of shares of the company held by him, whether alone or jointly with others, and six months have elapsed from the last day fixed for the payment of the call; or

(f) an order disqualifying him for appointment as director has been passed by a Court in pursuance of section 203 and is in force, unless the leave of the Court has been obtained for his appointment in pursuance of that section.

(2)  The Central Government may, by notification in the Official Gazette, remove-

(a) the disqualification incurred by any person in virtue of clause (d) of sub-section (1), either generally or in relation to any company or companies specified in the notification; or

(b) the disqualification incurred by any person in virtue of clause (e) of sub-section (1).

(3)  A private company which is not a subsidiary of a public com- pany may, by its articles, provide that a person shall be disqualified for appointment as a director on any grounds in addition to those specified in sub-section (1).

NOW, where does it state that a Minor can vote, in a Pvt. Ltd. Co. ?

Further a minor cannot be declared insolvent (274(1)(b)), and further  a person can be appointed as a Director, who can be declared "insolvent", if need be.

Keep Smiling .... HemantAgarwal

 

 

Dear all !!!! The qiuestion does not invite sugestions/debate  about enactment of a law giving specific right to minor to become a Director. Therefore, in my opinion, we are not concerned about consequences and dificulties after a minor becomes a Director.

The issue is, whether a minor  can be a director or not under existing law !

Dear Adv.Nirav Pankaj Shah,

Thanks for the " (extract of Explanation by Ramaiya)". 

Keep Smiling .... HemantAgarwal

Dear friends,

I agree that minor cannot become director in any company in view of specific provision in Contract Act.  Instruction for filing form 32 is just reflection of this provision otherwise it could be challenged in the court.  As regards consent of director u/s 264, althrough private companies are exempted from getting written consents from directors and filing with ROC, it does not mean that such companies can appoint any person as a director without his consent and hold him responsible for anything wrong done in the company.  Even private companies are required to get consent of directors (whether oral or written) in view of provisions of Contract Act.

Regards,

 

As per Ramaiya’s guidelines,

 

Minor as director--   In 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 other 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.

 

I  agree with Ramaiya.

VERY UNFORTUNATELY,   "Ramaiya's Guidelines", won't be acceptable in the Court of Law.  The theory (ramaiya's guidelines) will simply be thrown out of the Court building, once the Court is pointed out that there is a "minor" in the BOD and that resolutions have been passed by minors.

I would say "No point in hallucinating", , unless and until there is a SC (7 bench) ruling to this affect.  It would change the face of the corporate world,  and probably we would be first country in the world to accept (by law) to have minor directors on BOD.

I suppose that it would be further acceptable to Mr. Ramaiya (and a few other followers), to have a all "minor"  BOD, since that too is not prohibited, according to Ramaiya's guidelines.

I further hope that we could have few "minor's" in the Parliament.  That would give a boost to the chocolate & biscuit industry.

Dear ALL,  Please comment, on the brand new concept of an "ALL minor BOD".

Keep Smiling .... Hemant Agarwal

 

Though there is no specific provision in the Act expressly disqualifying a minor from becoming a director, as he is not competent to contract, he cannot file either with the company or with the ROC any valid consent to act as director, as required under section 264.  However, as this section applies only to a public company or a private company which is a subsidiary of a public company, there is nothing prohibiting a minor being a dirctor of a private company which is not a subsidiary of a public company.  But, he cannot be a party to any transaction which requires competency to contract and he cannot be delegated with any powers of the Board because of his incompetency to enter into contracts under the Indian Contract Act.

Dear All

As per some legal cases relating to contact, the Minor can be the receiver in a contact but not the Giver.

So far as Directorship is concerned, there is express liability in the Companies Act to Directors on happening of such event, So Minor can not be a party to such type of contact and hence, can not be  a director.

YES , a minor who has not attained the age of 18 years can become a Director of any Company, provided he is not subject to disqualification order pursuant to Company Directors Disqualification Act, 1986. For Further Clarification, pls mail me on : encyclopediaofvidyasagar@yahoo.com