25 November 2010
IV. F.No.2/5/2001-CL.V - G.S.R. 829 (E).- 21st October, 2003 In exercise of the powers conferred by clause (a) of sub-section (1) of section 620 of the Companies Act, 1956 (1 of 1956), the Central Government hereby directs that clause (g) of sub-section (1) of section 274 of the said Act shall not apply to a Government company, a copy of this notification having been laid in draft before both Houses of Parliament as required by sub-section (2) of section 620 of the said Act. ♦ Can a Minor be appointed as a Director? In case of a minor there is no provision in the Act expressly disqualifying him. However, since a minor is not competent to contract. He cannot file with the Company or with the Registrar any valid consent to act as Director, as required under Section 264. But, as Section 264 applies only to public companies and private companies, which are their subsidiaries, there is nothing to prevent a minor becoming a Director of independent private companies. [Ramaiya, 1988 E., p.829]
12 January 2011
A minor cannot become a member directly in a company and the name of his guardian can alone appear in the register of members. Section 41 says that a member should agree in writing and since the minor is incapacitated in law to eneter into contarcts that requirement cannot be complied with.Please note that one need not be a member to become a director.
Be that as it may, there is no direct prohibition of a minor becoming a director. But in the case of a public company he will have to file consent to act as director under section 264 and this is not possible due to his incapacity. But section 264 is not applicable to private companies and therefore there is a view that a minor can be a director. But as rightly pointed out by the celebrated author Ramayya his post will only be ORNAMENTAL as he cannot do many things which a director is capable of doing. Probably he can vote.
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