Concept of Minimum & Maximum age of Directors as per Companies Act, 2013

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Concept of Minimum & Maximum age of Directors as per Companies Act, 2013

Section 196 of the Companies Act, 2013 contains provisions about Appointment of Whole Time Director/Managing Director or Manager in a company. The section contains provisions as to who qualifies to be a director in a company. The section contains many events that render a person disqualified from becoming a director. One of the criteria mentioned in the section is age of an individual who wants to become a director. Our scope of discussion in this article will be the Minimum and maximum age of Directors. We will be discussing the provisions of law in this regard and also correlate it with prevalent laws in the country.

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Provisions of Companies Act regarding Minimum and Maximum age of the directors

Sec.196(3), of the Companies Act,2013 states that any company should not employ a managing director, whole-time director or manager who is below the age of 21years or a person who is above age of 70 years.

In case a company wants to appoint a person, who has crossed an age of 70 years than a company may do so by passing a special resolution. The explanatory statement should be provided with the notice for such motion, where justification should be given to hire that person.

Are the provisions applicable on all types of directors?

As discussed above, the above provisions of Sec.196 (3) contains criteria only for WTD/Manager/MD of the company. However, there are still other Key Managerial Personnel that are appointed as directors like- Non-Executive Director, Independent Director, Additional Director etc. The Companies Act is silent about the age limit for these directors.

Now, the point of contention is –

  • How to decide about age of these directors?
  • What are the other statutes than can be referred to decide on this matter?
  • If the other statutes have overriding effect on the Companies Act?

Does any other law states otherwise?

To answer the above question, we need to see that if any other law has got any other provisions in this regard. In addition to Companies Law, the listed companies are also regulated by SEBI. SEBI also under its SEBI (LODR) Regulations, 2015 has given certain guidelines about the age of directors.

Under the SEBI (LODR) regulations, 2015 it is stated that-

  • An Independent Director should be minimum of 21 years.
  • A Non-executive director should not be more than age of 75 years. If such person needs to be appointed a Special Resolution should be passed.

* The provisions under SEBI (LODR) guidelines are applicable only on Listed Companies. To this extent these provisions will be applicable over and above companies Act.

Unfolding above discussion

As per above discussion, it can be understood that-

  • Companies Law lays down provisions for WTD/MD/Manager.
  • SEBI (LODR) Regulations lays down provisions for Independent Director (minimum age) and non-ED (maximum age) in case of only listed entities.
    So now there is no provision in law for
  • Directors other than WTD/MD/Manager in case of non-listed companies.
  • Maximum age for Independent Directors and minimum age for Non-ED in case of listed companies.
  • What happens to directors other than as mentioned in above 2 points?

Well in these cases we can take refuge in the oldest act that governs the basis of any contract i.e. Indian Contract Act, 1872. As per this any individual below an age of 18 years cannot enter into a valid contract. Even while applying for DIN i.e. Director’s Identification Number the age of the person who applies for the DIN should be at least 18 years.

However, still the maximum age remains an unanswered question. If a director can be treated as an employee than the maximum age will be the retirement age of the employees but this is again not a provision I law.

 

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Summing Up

From above discussion it is clear, that law has left many unanswered questions in this aspect. By correlating other acts also we cannot cover all if and but in this regard. So, minimum age can still be considered as 18 years as a person below that age will not be eligible to get DIN which is a compulsory requirement for being a director. However, the maximum age except for cases covered specifically in the act remains unclear or we can say there is no limit to it. So, this was the discussion about Minimum and Maximum age of directors, we hope it was a helpful read.

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