chhatramani/Nepal-Legal-Text-Corpus-44laws huggingface dataset:
Companies Act 2063

Chapter 4  Shares And Debentures

Section 60 : Directors to be responsible in the case o f loss of net worth of company
1) If the net worth of a public company is reduced to half the paid–up capital or less than that the directors shall prepare an appropriate strategy for the interest of the company and shareholders, as well, within thirty five days of the knowledge of this matter, and present a separate resolution thereon at the general meeting toe held immediately after the knowledge of such matter.Provided, however, that where approval of the general meeting is required to implement such strategy, the extra-ordinary general meeting shall be called promptly.
2) The directors of company who fail to prepare strategy or to present a resolution at the general meeting pursuant to Sub-section (1) or who knowingly permit the existence of the situation where such meeting is not called shall be liable to punishment under this Act.
3) If it is held that the net worth of company has been reduced as mentioned in Sub-section (1) as a result of mala fide intention or malicious recklessness of any director, the director who commits such act shall also be liable to pay compensation for the same.
Companies Act 2063

Chapter 4  Shares And Debentures

Section 62 : Prohibition on providing loan or financial assistance by company to purchase its own shares
The Company shall not provide any loan or any kind of financial assistance to any person for the purchase or acquisition of shares of its own or its main or subsidiary company.
Provided, however, that nothing contained in this Section shall prevent a company from providing loans to any employees of the company to purchase the fully paid up shares of that company or its holding company or acquire ownership over such share s in any manner, under a scheme of selling shares to its employees.

Companies Act 2063

Chapter 4  Shares And Debentures

Section 63 : To obtain approval for commencing business
1) No public company incorporated under this Act shall commence its business without obtaining the approval to carry on its business.
2) A public company shall make an application, along with the evidence showing the full payment of calls on the shares, out of the amount of shares undertaken to be subscribed by its prompters , to the office for getting approval pursuant to Sub-section (1).
3) Where an application is made pursuant to Sub-section (2) and it so proved that calls on the shares, out of the amount of shares undertaken to the Office shall grant approval for carrying on the business.
Provided, however, that if the amount paid up on shares is less than the amount mentioned in Sub-section (1) of section 11, the Office shall not grant such approval.
4) Without obtaining the approval to commence business pursuant to Sub-section(2), there shall not be carried out any act of publishing the except those acts such as convening the extraordinary general meeting, meeting of the board of directors and management of the company.
5) Notwithstanding anything contained in Sub-section (2), where in the case of a company carrying on any specific business, the competent regulatory body empowered to regulate such business under the prevailing law has , while granting a license, specified any terms and conditions to be complied with prior to the commencement of such business, no approval to commence business shall be granted unless and until an evidence showing the compliance with such terms and conditions is submitted.
6) Notwithstanding anything contained elsewhere in this Section, a private company may commence its transactions immediately upon receipt of the certificate of registration with the Office. Provided, however, that where an approval is to be obtained from the concerned body pursuant to the prevailing law to carry on any specific transactions, the company shall commence its transactions only after obtaining such approval.
Companies Act 2063

Chapter 4  Shares And Debentures

Section 64 : Prohibition on issue or sale of shares at a discount
1) A company shall not issue or sell its shares at a discount .
2) Notwithstanding anything contained in Sub-section(1), a company may, on the following conditions, issue or sell shares at a discount by adopting a special resolution at the general meeting to that effect, not being less than the percentage specified in that resolution:
(a) In issuing or selling shares pursuant to a capital restructuring scheme of the company,
(b) In issuing or selling shares pursuant to a scheme of converting loans borrowed by the company into shares with the consent of creditors;
(c) In issuing or selling shares pursuant to an employee share scheme;
(d) In issuing shares on such other conditions as approved by the Office.
Companies Act 2063

Chapter 4  Shares And Debentures

Section 66 : Restriction on minor and person disqualified under law to make contract to be promoter
1) A minor who has not attained the age of sixteen years and a person who is not qualified to make contract under the law shall not be eligible to become the promoter of a company. Provided, however, that this Section shall not be deemed to prevent a minor or a person who is disqualified under the law to make contract from acquiring the title to the shares of a company subscribed by the promoter, by virtue of succession or operation of law.
2) Where any minor or any person who is disqualified under the law to make contract is to purchase or sell any shares or debentures of any company, the father, mother or husband or wife or legally appointed protector or guardian of such person shall do so.
Companies Act 2063

Chapter 5  Meeting Of Company

Section 68 : Directors required to be present
(1)Every director of a company shall be present in the general meeting as far as possible.
(2) Notwithstanding anything contained in sub-section (1), if any director of a company is unable to attend the general meeting of the company in person due to circumstances beyond his control, he may attend the general meeting through video conference or other similar means and cast his vote.

Companies Act 2063

Chapter 5  Meeting Of Company

Section 69 : Legality of meeting
Before every general meeting commences, the shareholders present therein shall ascertain whether it has been convened in accordance with this Act and the articles of association; and a general meeting shall be deemed to have been duly called even if any other law has not been observed with respect thereto, provided a notice has been sent to all shareholders pursuant to Sub-section(2) of Section 67 and the meeting attended by the required quorum as referred to in Section 73 agrees to hold it.

Companies Act 2063

Chapter 5  Meeting Of Company

Section 70 : Cases where attendance or voting in meeting is restricted
1) No person shall be entitled to attend and vote in any general meeting, in the capacity of a shareholder, either in person or by proxy on any discussion to be held in respect of any terms and conditions entered into or to be entered into between him/herself and the company.
2) No director or his/her partner or his/her proxy shall be entitled to vote on any discussion to be held at any General Meeting in respect of the responsibility for any act done or omitted to be done or done wrongfully by him/her or in respect of his/her own appointment, dismissal, transfer or confirmation, with respect to the provision of , or reduction or increment in remuneration, allowance or bonus or in respect of any agreement, contract or arrangement regarding his employment or anything in which his interest or concern is involved.
3) Any shareholder who has not paid calls on the shares shall not be entitled to attend and vote in the general meeting.
4) Where any shareholder appoints a director of the concerned company as his proxy pursuant to Sub-section(2) of Section 71, such director shall not be entitled to vote in the general meeting ,as a proxy of any one , on any matter in which his/her interest or concern is involved or on the matter of his/her appointment.
5) Notwithstanding anything contained in this Act or the prevailing law, where a bank or financial institution incorporated under the prevailing law, which institutes legal action against a shareholder, who has borrowed a loan from such bank or financial institution against the pledge or security of the shares held by him, for his default in repaying the loan, writes to the concerned company to prevent him from exercising voting right in respect of shares, then the company shall prevent such shareholder from exercising voting right in respect of the shares held by him/her for a period until he/she repays the loan.
Companies Act 2063

Chapter 5  Meeting Of Company

Section 71 : Right to vote in general meeting
1) Except as otherwise provided in this Act or the articles of association of a company, only the person whose name is registered as a shareholder in the shareholder register shall, subject to Section 70, be entitled to attend the general meeting and cast votes at the rate of one vote for each share held by him.
2) Except in cases where the articles of association of a company prohibit the proxy of a shareholder from exercising the right to vote, any shareholder may, subject to this Section , appoint another person as his proxy to attend the general meeting and vote instead of him/herself.
3) Subject to Sub-section (1) or (2) , where a shareholder who is entitled to vote is not able to personally attend the meeting, he/she may appoint a proxy to vote in his/her stead, by an instrument of proxy executed in the prescribed format and signed by him/her and the proxy so appointed shall be entitled to attend or vote in the meeting , subject to the provisions contained in Section 72.
4) where two or more persons jointly hold any shares, only the vote cast or instrument of proxy executed by the partner appointed by such partners or by the proxy appointed by that partner pursuant to Sub-section(2),and failing such appointment of any partner, by the partner whose name appears first in the serial order, out of the partners, in the shareholder register maintained pursuant to Section 46 shall be valid.

Companies Act 2063

Chapter 5  Meeting Of Company

Section 72 : Provision on voting in election of director
1) Except as otherwise provided in the articles of association, on a poll in election of directors, every shareholder shall be entitled to cast such number of votes as may be set after multiplying the number of shares held by him/her by the number of directors to be appointed; and the director who casts such votes may cast all his/her votes for a single candidate or may cast votes in a manner that his/her votes are divided for more than one candidate as indicated by him.
2) A corporate body entitled to appoint a director pursuant to this Act or articles of association may appoint directors in proportion too its shareholding, and in such a case, it shall but be entitled to cast vote in the election.
Provided, however, that a corporate body which is not able to appoint even a single director in proportion to the number of shares and the total number of directors or which fails to appoint a director in exercise of the power conferred by this Sub-section may, like other shareholder, take part in the election of directors representing shareholders, cast vote or file candidacy up to the number of directors that can be elected in proportion to the shares held by that body in such election.
Companies Act 2063

Chapter 5  Meeting Of Company

Section 73 : Quorum
1) A quorum for the general meeting of a private company shall be as specified in the articles of association of such company.
2) Unless the articles of association of a public company provides for a larger number for the quorum, no proceedings of the meeting of the public company shall be conducted unless at least three shareholders of the total shareholders, representing more than fifty per cent of the total number of allotted shares of that company, are present either in person or by proxy.
3) Where a meeting cannot be held because of quorum as referred to in Sub-section (2), and the meeting is called next time by giving a notice of at least seven days, nothing shall prevent the holding of such a meeting if at least three shareholders, representing twenty five percent of the total number of allotted shares of the company, are present either in person or by proxy.
4) Notwithstanding anything contained elsewhere in this Section , in the case of a company incorporated under the proviso to Sub-section (2), of Section 3 or a company incorporated under Subsection( 1) of Section 173, the presence of three shareholders as mentioned in Sub-section(2) or (3) shall not be mandatory.

Companies Act 2063

Chapter 5  Meeting Of Company

Section 74 : Discussion and decision
1) A general meeting shall be chaired by the Chairperson of board of directors and, in his/her absence, by the person nominated by the directors from amongst themselves.
2) Every matter to be discussed in a general meeting shall be presented in the form of resolution. The chairperson of the meeting shall declare whether a resolution has been adopted or not .
3) The opinion of majority of the shareholders present in the meeting shall be deemed to be the decision of that meeting on every matter put to the vote. Such voting may be taken in such manner including a show of hands, voice voting, division of shareholders in groups or poll (use of ballet paper) as well as other appropriate method as prescribed by the Chairperson.
Provided, however, that in the case of a special resolution, the resolution shall be deemed to have been adopted by the meeting only if the shareholders representing seventy five per cent shares out of the shareholders present in the meeting vote in favour of the resolution.
4) If the votes are evenly divided for and against at a general meeting, the Chairperson of the meeting may exercise the casting vote.
Provided, however, that the Chairperson shall not be deprived of the right to vote in the capacity of shareholder.
Companies Act 2063

Chapter 5  Meeting Of Company

Section 75 : Minutes to be kept
1) Every company shall keep minutes of the proceedings of general meeting, by making entries thereof in a separate book; and the minutes shall be signed by the chairperson of the meeting concerned and by the company secretary, if any . In the case of a company which has no company secretary, the minutes shall be signed by the Chairperson of the meeting concerned and by a representative of shareholders appointed by a majority of the general meeting.
2) While keeping the minutes as referred to in Sub-section (1), matters such as the manner in which the notice of the meeting was issued, the number of shareholders present, the percentage of representation of the total shares , the result of voting, if any, shall all be set out in the minutes.
3) The minutes set down pursuant to this Section shall be sent to the shareholders within thirty days of the holding of the general meeting .
Provided, however, that if any company publishes the minutes in a national daily newspaper, it need not send the same to the shareholders.
4) The minutes of proceedings of the general meeting kept pursuant to Sub-section (1) shall be kept at the registered office of the company. If any shareholder wishes to inspect such minutes during office hours, the company secretary or such other employee as designated by the company shall allow such inspection.
5) If any shareholder wishes to get a copy of any minutes of the general meeting, the company shall provide such copy by collecting such fees as specified by its articles of association.

Companies Act 2063

Chapter 5  Meeting Of Company

Section 76 : Annual general meeting
1) Every public company shall hold its first annual general meeting within one year after it is permitted to commence its business, and thereafter it shall hold the annual general meeting every year within six months after the expiry if its financial year.
2) If any public company fails to call the annual general meeting even within three months after the expiry of the time-limit referred to in Sub-section(1), the office may give direction to call the annual general meeting of such company.
(3) If the annual general meeting of the company is not held even within three months of receiving the direction of sub-section (2), any shareholder may file a petition in the court openly. If such a request is made, the court may order the holding of an annual general meeting or issue other appropriate orders.
4) Notwithstanding anything contained in Sub-sections (1) and (2) of section 73, the shareholders present in the general meeting called pursuant to the order of the court under Sub-section (3) shall be deemed to be a quorum.
5) The provisions of sub-sections (1) (2) (3) and (4) shall apply even in the case of a private company provided for in the rules for holding an annual general meeting.
Companies Act 2063

Chapter 5  Meeting Of Company

Section 77 : Matters to be presented and decided in annual general meeting
1) The directors shall present the annual financial statements as audited, auditor’s report and director’s report at the annual general meeting of a public company.
2) If the shareholder or shareholders representing at least five per cent of the total number of votes shall so desire, he/they may, by submitting an application to the directors prior the issue of a notice under Sub-section (2) of Section 67, cause any matter to be presented at the annual general meeting for discussion and decision.
3) At least twenty one days prior to the holding of the annual general meeting, every public company shall make arrangement so that the shareholders can inspect and obtain copies of the annual financial statement, directors’ report and auditors’ report as referred to in Section 84 and publish a notice in a national daily newspapers for information thereof.
4) Information of the statements and reports as referred to in Sub-section (3) may also be disseminated through electronic communication media, as per necessity.
5) If any shareholder makes a request for a copy of the annual financial statement, directors’ report and auditor’s report as referred to in Sub-section (3), the company shall provide a copy of such reports or statements to such shareholder.
6) Except as otherwise provided in this Act, matters of distribution of dividends to shareholders, appointment pf directors and their remuneration, appointment of auditor and his remuneration of such other items as required by this Act or the articles of association to be decided by the annual general meeting of the company can be presented at the decided by the annual general meeting of the company can be presented at and decided by that meeting.
Provided, however, that on the rate of dividends to be distributed to the shareholders shall be made in a manner to exceed the rate of such dividends fixed by the board of directors.
Companies Act 2063

Chapter 5  Meeting Of Company

Section 78 : Report to be submitted to Office
Every public company shall prepare a report indicating the following matters and submit the same to the Office in advance of at least twenty one days before the holding of the annual general meeting. Such report has to be approved by the board of directors and certified by the auditor of the company.
(a) The total number of the shares allotted,
(b) Number of fully paid up and unpaid shared out of the allotted shares out of the allotted shares,
(c) Particulars of director, managing director, auditor, executive chief and manager of the company, and amount of remuneration, allowance and facility paid to them,
(d) The names of individuals or corporate bodies subscribing five percent of more of the paid up capital of the company, and details of shares or debentures held in their names,
(e) The total proceeds of the sale of shares, and particulars of the new shares and debentures issued and raised by the company in the financial year concerned,
(f) The amount due and payable by the director or substantial shareholder to his/her close relative to the company,
(g) The details of payment made or to be made against the sale of shares or for any other matters,
(h) The amount of loans borrowed from banks and financial institutions and of principal and interest due and payable,
(i) The amount claimed to be receivable by the company or payable by the company to any other person to details of, lawsuits, if any , ongoing in this respect,
(j) The number of expatriate employees engaged in the management of the company and at other levels, and remuneration, allowances and facilities paid to them,
(k) The number of expatriate employees engaged in the management of the company and at other levels, and remuneration, allowances and facilities paid to them,
(l) Where any agreement has been entered into between the company and any foreign body or person on investment, management or technical services or other matter for a period of more than one year, particulars thereof and the particulars of the dividend, commission, fee, charge and royalty, as well paid under such agreement in the financial year concerned,
(m) A statement of the management expenditures of the company in a financial year,
(n) The amount of dividends yet to be claimed buy the shareholders,
(o) A declaration that the company has fully observed this Act and the prevailing law,
(p) Other necessary matters.
Companies Act 2063

Chapter 5  Meeting Of Company

Section 79 : Preparation of documents for annual general meeting
At least twenty one days prior to the holding of the annual general meeting, every public company shall prepare the annual financial statements, directors report, auditor’s report to be discussed in the meeting, the report prepared under Section 78 and the resolutions to be presented in the meeting and arrange to so keep the same at its registered office that the shareholders can inspect them; and if any shareholder makes and application for a copy thereof, a copy thereof shall be provided to him/her.
Provided, however, that the resolutions to be presented in the meeting as special resolution shall be sent, along with a notice of the meeting, at the address of the shareholder.

Companies Act 2063

Chapter 5  Meeting Of Company

Section 80 : Return of annual general meeting to be forwarded to Office
1) Every company holding an Annual General Meeting shall, within thirty days of the Annual General Meeting, send to the Office a copy of the number of shareholders present at the meeting, the number of shareholders attending the general meeting by video conference or other similar means, the annual financial statement, the report of the Board of Directors and the Auditor and the decisions taken by the meeting.
2) Except as otherwise provided in this Act, every private company shall, within six months of the completion of its financial year, submit to the Office a copy of the annual financial statement certified by the auditor.
3) The company shall be able to submit the details and documents to be submitted to the office in accordance with this Act by uploading them to the computer system through electronic means only. The details so submitted shall be preserved in the electronic records of the concerned company by the office.