Companies Act 2063

Chapter 20 Interim Provisions Relating To Company Advisory

Section 169 : Provisions relating to Company Board
1) Pending the designation of a court by the Government of Nepal pursuant to the provisions contained in this Act, the Government of Nepal shall, by a notification published in the Nepal Gazette, form a three –member Company Board, consisting the Chairperson and member, as follows:
(a) A person who is a District Judge or who has already been a District Judge or who is qualified for appointment as District Judge, with each such person, having done bachelor degree in law and gained experience in commercial law -Chairperson
(b) A person who, after being registered as an advocate pursuant to the prevailing law, has done legal practice in the field of commercial law for a least ten years or who has served in the post of Gazetted Class Two of Nepal Judicial Service for at least four years -Member
(c) A person who has done bachelor degree in management, commerce or accounting and worked in the field of company management, tax administration or accounting for at least ten years or an accounting professional who has obtained a professional certificate in accounting and gained at least five years of experience in accounting profession -Member
2) Notwithstanding anything contained in Clauses (a) , (b), (c), or (d) of Sub-section (1), the Government of Nepal may, by a notification published in the Nepal Gazette , designate any member, out of the members of the Company Advisory Board formed pursuant to Section 168, who has the qualification as mentioned in the said Clauses, also to act as the Chairperson or a member of the Company Board to be formed pursuant to this Section.
3) The Board formed pursuant to Sub-section (1) or (2) shall exercise the jurisdiction conferred to the Court pursuant to this Act.
4) The company Board formed pursuant to Sub-section (1) or (2) shall, while hearing and settling the cases pursuant to Sub-section (3) ,exercise its jurisdiction as follows:
(a) Three members shall jointly exercise their jurisdiction. Provided, however, that, where the Chairperson and another one member are present, the case may be heard and settled, and where other two members except the Chairperson are present, the case may be heard.
(b) In the event of the presence of all the three members, the unanimous opinion of all the three members or the majority opinion of two members shall be deemed to be the decision of the Company Board.
(c) In the event of the presence of two members only, where the two members have the same opinion, that opinion shall be the decision of the Company Board.
(d) In the event of the presence of two members, where they lack unanimity in opinion, the opinion of the Chairperson, where the Chairperson as well is present, and where the other members except the Chairperson are present, the opinion of the senior member shall prevail in the matters of proceedings; and in the case of judgment or final order, it shall be submitted to the member who was absent earlier on the opinion supported by him/her shall be deemed to be the decision of the Company Board.
(e) Where all the three members are present and each has a different opinion or where majority cannot be established even after making submission to the member who was absent earlier pursuant to Clause (d), the opinion of the Chairperson shall prevail in the case of proceedings, and in the case of the judgment or final order, a reference shall be made to the Court hearing appeal.
5) The Company Board may, considering the workload of cases, locate itself in any other place in Nepal for any specific period and hear and settle the cases.
6) The Company Board shall follow the procedures referred to in the Summary Procedures Act, 2028 (1971 ) while hearing and settling the cases.
7) A party who is not satisfied with a decision made by the Company Board on any case pursuant to this Section may make an appeal to the concerned Appellate Court within thirty five days after the date of the receipt of information of such decision.
8) The remuneration, facilities and other terms and conditions of service of the Chairperson and member appointed or designated pursuant to this Section shall be as prescribed.
Provided, however, that the terms and conditions of service shall not be prescribed in manner to reduce the remuneration and facilities once already provided.
9) Notwithstanding anything contained in Sub-section (1), the company board formed pursuant to the Companies Act, 2053(1996) an existing at the time of the commencement of this Act shall continue to exist pending the formation of the Company Board as referred to in this
Act.
10) The cases, and petitions related thereto, filed in and under consideration of or yet to be decided by the company board as referred to in Sub-section(9) at the time of commencement of this Act shall , after the commencement of this Act, be transferred to the Company Board as referred to in this Section; and such cases shall be heard and settled by such Board.