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

Chapter 12 Protection Of Shareholders

Section 141 : Acquisition or sale of property
1) A public company or its subsidiary company shall, if the purchase or sale of any property by it results in the following situation, give information thereof to the Office:
(a) If the purchase of any property results in an increase in the value of its property or the value of consolidated property mentioned in the audited latest annual financial statement, by more than fifteen per cent;
(b) If the income to be earned from the property sold or intended to be sold exceeds by more than fifteen per cent of the consolidated income before making payment for tax as mentioned in the audited latest books of account of the company.
2) Any information to be given to the Office pursuant to Subsection( 1) shall set out the following matters; and where such matters are also applicable in the case of transaction of the company, such matters shall also be stated in the report of board of directors:
(a) Date of, and parties involved in, the transaction;
(b) Details about the nature of property, and if that property includes, wholly or partly, any shares issued by any other company, the name of company issuing such shares and the nature of business to be carried on by that company;
(c) Value of the transaction , and other terms and conditions of the transaction;
(d) The ground pursued for the valuation of property, while buying or selling any property;
(e) In the event of sale of any property, matter whether the proceeds of such sale is more or less than the book value of such property as shown in the records thereof.

Companies Act 2063

Chapter 13 Holding And Subsidiary Companies

Section 142 : Control over subsidiary company
1) A holding company may control its subsidiary company as follows:
(a) By holding direct or indirect control over the formation of the board of directors;
(b) By holding majority shares of the company.
2) If any company becomes a subsidiary company of any other subsidiary company, the former company shall also be a subsidiary company of the holding company controlling the later company.
3) Despite that the shares of a company are subscribed by any agent on behalf of the holding company or its subsidiary company or that the right to appoint directors of such company is exercised by any person nominated on behalf of the holding company or its subsidiary company, the conditions mentioned in Sub-section (1) shall be deemed to have been fulfilled.
Provided, however, that while determining a holding company and a subsidiary company, the shares possessed in the following circumstances shall not be recognised for this purpose:
(a) In cases where any company is entitled to exercise any power on the basis of holding debentures or a trust deed on the issue of debentures or having subscribed shares;
(b) In cases where a company lending credit has accepted the shares by way of security.
Companies Act 2063

Chapter 13 Holding And Subsidiary Companies

Section 143 : Documents to be enclosed
1) Any holding company shall enclose the following documents of its subsidiary company in its balance sheet:
(a) One copy of the annual accounts of the subsidiary company for the immediately expired financial year and the report of its board of directors during that period;
(b) Auditor’s report;
(c) Details of the investment of the holding company in the subsidiary company at he end of the financial year;
(d) In cases where the financial year of the holding company and that of the subsidiary company are different, the matter of change, if any, in any manner, of the right of the holding company over the subsidiary company during such different periods.
2) The details as referred to in Clause (b) of Sub-section (1) shall also contain the net profits derived after deducting the loss suffered in the concerned financial year of the subsidiary company and the profit and loss as well which has not been mentioned in the accounts of the company after it has become the subsidiary company but which may be the concern of the shareholders of the holding company.
3) In cases where the board of directors of the holding company fails to obtain the information as mentioned in Clause (b) of Sub-section (1) ,and Sub-section (2) due to any reason, the balance sheet of the holding company shall contain a written report thereof.
4) The details as referred to in Clause (c) of Sub-section (1) shall also show the loans borrowed against the mortgage of any immovable property of the subsidiary company or the loans borrowed for any purpose other than discharging the existing liabilities.

Companies Act 2063

Chapter 13 Holding And Subsidiary Companies

Section 144 : Prohibition on investment in holding company
No subsidiary company; shall purchase these shares or debentures of the holding company or make investment in the holding company in any other manner.
Companies Act 2063

Chapter 14 Special Provisions Relating To Private Company

Section 145 Consensus agreement :
(1) Except as otherwise provided in this Act, the following matters may be provided for in a consensus agreement of a private company:
(a) Management, business and transaction of the company;
(b) Restriction, if any, on the transfer of shares;
(c) Power of one or more shareholders to liquidate the company owing to any specific or incidental event or voluntarily;
(d) Division or use of voting right;
(e) Terms of appointment of officers, employees , workers of the company,
(f) Matter as to who will be the directors, officers, or the persons bearing the ultimate responsibility or the chief executive, of the company;
(g) Mode of payment or distribution of dividends;
(h) Matter that there shall be no board of directors; 148
(i) Matter that , if there shall be no board of directors, who shall perform such functions as required to be performed by the board of directors under this Act;
(j) If the annual general meeting is not required to be held, provisions pertaining thereto;
(k) Types of shares and the provision of shares with different right, if any;
(l)Matters relating to the operation, management, voting rights of the shareholders or any other special privileges, rights or obligations of the Company.
(2) The consensus agreement may be amended with the consent in writing of all parties to the agreement.
(3) The shareholders who, after the conclusion of a consensus agreement, have obtained the shares as follows shall be deemed to have consented to the agreement and become party thereof: (a) where the shares have been obtained by way of donation or gift; (b) Where the shares have been obtained in any other manner, with the knowledge of the existence of such agreement at the time of obtaining the shares.

Companies Act 2063

Chapter 14 Special Provisions Relating To Private Company

Section 146 : Power of shareholder to inspect books of account
1) Any shareholder of a private company or his/her proxy may inspect the following documents or records related with the transactions of the company during office hours:
(a) Minute books of the general meeting and board of directors;
(b) Annual financial statements;
(c) Share register; and
(d) Accounts of the company.
2) The director or officer of a private company shall make adequate arrangement so that the shareholders could inspect the documents and records as referred to in Sub-section(1).

Companies Act 2063

Chapter 14 Special Provisions Relating To Private Company

Section 147 : Return of transactions
1) Any shareholder of a private company may demand the company for a return of transactions of the company for any financial year.
2) The director, managing director or officer carrying on the transactions of the company shall provide a return accompanied by the certified annual financial statement no later than fifteen days of the demand of return pursuant to Sub-section (1).
Companies Act 2063

Chapter 14 Special Provisions Relating To Private Company

Section 148 : Holding of annual general meeting not required
1) Notwithstanding anything contained elsewhere in this Act, where a consensus agreement concluded between the shareholders of a private company has a provision that the annual general meeting of the company shall not be held, such private company shall not be required to hold its annual general meeting during the period of such agreement.
2) Where a consensus agreement is concluded with a provision that the annual general meeting shall not be held pursuant to Subsection (1), the company shall also make provisions on the procedure of making decision on such matters as required to be decided by the general meeting under this Act and on the authority of making such decision.

Companies Act 2063

Chapter 14 Special Provisions Relating To Private Company

Section 149 : Adoption of written resolution by private company
1) Notwithstanding anything contained elsewhere in this Act, except as otherwise provided in the articles of association ,any act which can be done by adopting a resolution including a special resolution in the general meeting of a private company or by adopting a resolution in the meeting of any particular class of shareholders can be done by a written resolution executed and signed by all shareholders representing at least seventy five percent shares, who are entitled to vote in holding discussion on such resolution on the same date on which such resolution is deemed to have been adopted.
2) where separate written resolutions have been recorded for any reason for the purposes of a Sub-section (1) and all such documents have the same contents, it shall not be necessary that all shareholders sign the same document;; and despite the fact that every shareholder has signed a separate document, such document shall be valid as if one written resolution were signed.
3) Every shareholder signing a written resolution pursuant to this Section shall date the same; and the last date on which the resolution is signed by the shareholder shall be deemed to be the date on which the resolution has been adopted.
4) Any document attached to any written resolution shall be deemed to have been presented in a meeting of shareholders signing the resolution.
5) Any resolution accepted pursuant to this section shall be recognised for any purpose whatsoever as it were a decision adopted by a general meeting of a company or a meeting of any specific class of shareholders.
Companies Act 2063

Chapter 14 Special Provisions Relating To Private Company

Section 150 : Deemed participation in general meeting
1) Notwithstanding anything contained elsewhere in this Act, if, except, as otherwise provided in the articles of association of a private company, any shareholder of the company makes communication contact with all shareholders through any communication means and takes part in communication contact with other shareholders in such a manner that the other shareholders can hear or read whatever is spoken by every shareholder, every shareholder who so takes part in such communication contact shall be deemed to have taken part in the general meeting along with other shareholders.
2) Notwithstanding anything contained elsewhere in this Section, where any shareholder makes a complaint/petition accompanied by the prescribed fees , to the Office no later than three months after the holding of a general meeting, mentioning that he/she has not taken part in the general meeting, the Office shall inquire into the concerned company; and, in holding such inquiry, where the company fails to prove that the complainant shareholder has taken part in such meeting, the decision made by that meeting shall not be valid.
3) A meeting of shareholders conducted pursuant to Sub-section (1) shall be deemed to have been conducted in the place where the chairperson of the meeting is present.
4) The provisions of Sub-section (1), (2) or (3) applicable to the general meeting of a company shall also apply, mutatis mutandis, to the meeting of directors or a sub-committee of directors of the company.
5) After the completion of the general meeting pursuant to Subsection (1), the chairperson of the meeting shall prepare minutes of the proceedings and decisions conducted and taken in the meeting annually and authenticate the same.

Companies Act 2063

Chapter 14 Special Provisions Relating To Private Company

Section 151 : Special exemption companies carrying on prescribed transaction
The Government of Nepal may, by a notification in the Nepal Gazette, exempt the private company having turnover within the prescribed limit from the provisions contained in Chapter-8.

Companies Act 2063

Chapter 15 Provisions Relating To Single Shareholder Company

Section 152 : Single shareholder company not required to call meeting of the board of director and general meeting
Notwithstanding anything contained elsewhere in this Act, except as otherwise provided in the articles of association of a single shareholder company, all acts and decisions required to be done and made by the board of directors or general meeting of the company shall be as decided in writing by such shareholder; and no meeting of the board of directors or general meeting shall be required to be called.
Companies Act 2063

Chapter 15 Provisions Relating To Single Shareholder Company

Section 153 : Transfer and transmission of shares of single shareholder company
1) In the event of death of the shareholder of a single shareholder company, his/her heir or the person acquiring the title to his shares shall acquire the right of shareholder, and such heir or person shall do all such acts inclusive of the transfer and transmissions of shares as the single shareholder can do under this Act. While making a decision to transfer and transmit shares, the person so acquiring the title shall make such decision in writing.
Provided, however, that if no heir to such shareholder is found, the Office shall appoint a liquidator and liquidate the company in accordance with the prevailing law.
2) A person acquiring the title to shares pursuant to Sub-section (1) shall give information thereof, accompanied by the evidence of such title, to the Office no later than one month after the acquisition of such title.
3) On receipt of the information as referred to in Sub-section (1), the Office shall record the information by collecting the prescribed fees and give information thereof to the person who acquires the title to shares.
4) Where the number of person acquiring the title to shares pursuant to Sub-section (1) is more than one, they shall be considered to be the directors of company for the time being, except where the other heirs transfer the title to only one heir, and the memorandum of association and articles of association of the company shall be amended on that basis.
Provided, however , that where there arises a question of entitlement, such matter shall be governed by a judgment of the competent court.
Companies Act 2063

Chapter 16 Provisions Relating To Foreign Companies

Section 155 : Submission of documents by foreign companies
1) A foreign company which makes an application for its registration or for the establishment of its liaison office pursuant to Section 154 shall submit to the Office the following details, along with the application:
(a) Permission obtained by the foreign company from the competent authority to carry on its business or transaction in Nepal;
(b) Copies of the charter, certificate of incorporation, memorandum of association, articles of association of the company, and Nepalese translation thereof;
(c) Full name, address of the registered office and principal place of business of the company, date of incorporation of the company, description of the paid up capital and major objectives of such company;
(d) Names, addresses of directors, manage, company secretaries or main officers of the company and description of their citizenship;
(e) Name and address of the person residing or staying in the Nepal ,who is authorised by the company to receive, on its behalf, any summons, notice etc. issued in the name of the company;
(f) Full address of the principal place where the company carries on its transaction or business in Nepal and of the office of the company situated in that place;
(g) Where the company is to carry on any transaction or business in the State of Nepal, details of the proposed investment and transaction;
(h) Where the company is to commence its transaction in Nepal, the proposed date thereof;
(i) A declaration made by a director of the company or his/her representative, on behalf of the company, that the matters contained in the returns submitted by the company are true and correct;
(j) Power of attorney as referred to in Section 157.
2) Where any amendment or alteration is made to or in the contents of any document submitted by any foreign company pursuant to Sub-section (1), a notice, accompanied by the details of such amendment or alteration, shall be given to the Office no later than thirty five days.
3) While submitting any such documents issued outside Nepal or copies thereof as required to be submitted pursuant to Sub-section (1), they have to be certified pursuant to the law of the country of registration of the foreign company.
Companies Act 2063

Chapter 16 Provisions Relating To Foreign Companies

Section 156 : Books of account, audit and annual report of foreign company
1) Every foreign company registered pursuant to Section 154 shall prepare an annual financial statement, along with the balance sheet and profit and loss account, in such a manner as to reflect the real situation of its transaction in Nepal, get it audited and submit the same to the Office no later than six months after the expiration of a financial year as if such company were a company incorporated under this Act.2) Every foreign company shall submit to the Office a copy of the annual financial statement, audit report and report of board of directors prepared for every financial year pursuant to the law of the country where its registered office is situated no later than three months after such statement and reports have been finally prepared.
3) The annual financial statement to be prepared by a foreign company pursuant to Sub-section(1) shall include the following details:
(a) Statements prepared in a manner to show classifying the particulars of the fixed, running and other properties held in the name of the foreign company within Nepal;
(b) clear details of cash held in the name of the foreign company with a bank and financial institution situated in Nepal;
(c) Clear details of cash held in the name of the foreign company with a bank and financial institution situated in Nepal;
(d) Total amount of loans and liabilities, if any, due and payable by the foreign company to any person who is a resident of Nepal or a Nepalese company registered under this Act.
4) Where any report and statement required to be submitted to the Office pursuant to Sub-section (2), and any document required to be attached therewith, are in a language other than the Nepali or English language, a copy of authentic translation of such document into the Nepali or English language shall also be attached therewith.
5) A foreign company which has got its liaison office registered in Nepal pursuant to Section 154 shall get certified by an auditor the statements of salary, allowance and amounts paid to the employees, consultants or liaison persons serving in such office, statements of deduction of tax from such payment pursuant to the prevailing law, payment of rental and expenses for the operation of such office and statements of deduction of tax from such payment pursuant to the prevailing law, and submit the same to the Office no later than three months after the expiration of a financial year.
Companies Act 2063

Chapter 16 Provisions Relating To Foreign Companies

Section 157 : Power of attorney
1) A foreign company to be registered pursuant to Section 154 shall submit office copy of a power of attorney executed in the specified format in accordance with the legal requirements of the country where the company has been incorporated or its registered office is situated, hereby appointing a person residing in Nepal as its authorised representative for the purposes of the service of any summons or notice or authorising such person to receive any other lawful notices on a lawsuit or legal action instituted on behalf or legal against the company.
2) A power of attorney executed pursuant to Sub-section (1) shall state,
inter alias
that where any summons or notice on a lawsuit instituted on behalf of or against the company or other legal notice is delivered to the authorised representative, it shall be binding on the company for any purpose whatsoever.
Companies Act 2063

Chapter 16 Provisions Relating To Foreign Companies

Section 158 : Cancellation of registration and liquidation of a foreign company
1) Where a foreign company registered pursuant to Section 54 wishes to close down the transaction which it is carrying on in Nepal and get its registration cancelled or where the competent authority, acting in accordance with the prevailing law, prohibits such company from carrying on the transaction or business within Nepal, such company shall make an application, accompanied by the prescribed fees, o the Office for the cancellation of its registration.
2) A foreign company which makes an application pursuant to Sub-section (1) shall also submit, along with the application, an evidence and proof confirming that there is no liability due and payable by such company too any person, organisation or governmental or non-governmental body in Nepal.
3) In order to inquire whether the evidence and proof as referred to in Sub-section (2) are true or not, the Office shall publish at least twice in a national daily newspaper a notice inviting a claim, accompanied by evidence, on any liability, if any due and payable by the company to any one, within a period of twenty one days.
4) Where any person makes a claim in pursuance of the notice published pursuant to Sub-section (3), the concerned company shall submit to the Office evidence or proof showing the settlement of such claim. Where the claim made against such company pursuant to Subsection (1) cannot be settled from the assets of such company situated in Nepal , such company shall settle the same from its assets situated outside Nepal.
5) Where no claim is made by any one within the time limit as referred to in Sub-section (3) or a proof is submitted showing than the claim made has been settled pursuant to Sub-section (4), the Office shall strike the name of such company off the foreign company register and give information thereof to the concerned company.
6) Where an insolvency process is initiated in respect of a foreign company, which has been registered in Nepal pursuant to this Chapter, in accordance with the law of any country out of the countries where such company has been carrying on its transaction, the representative authorised by such foreign company pursuant to Section 157 shall promptly give a notice in writing thereof to the Office, and he/she shall also publish such notice in a national daily newspaper to be published from Nepal for the information of the general public.
Provided, however, that where an order for the cancellation of registration of such company has already been issued, such foreign company shall close its transaction or business in Nepal.
7) Where any foreign company closes its transaction or business pursuant to the proviso to Sub-section (6) , the prevailing law on insolvency shall govern the transaction or business carried on by such company in the State of Nepal.