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

Chapter 9 Call For Explanation And Investigation

Section 121 : Power of Office to depute inspector
1)If the shareholders representing not less than ten percent of the paid up capital or not less than one –fourth of the total number of shareholders of the company or the concerning creditors make an application, accompanied by the supporting evidence and reasonable grounds, stating that the company has acted in contravention of this Act, the memorandum of association, 125 articles of association, prospectus, consensus agreement or prevailing law, the Office may, as per necessity, depute one or more inspectors. Such inspector shall be an expert in any of the subjects viz. accounts, law, finance, management, commerce, industry or company administration or any business which a company carries on the applicant shall deposit with the Office such amount of estimated cost required for such investigation as specified by the Office.
But such a specialist should be a person who has no personal interest or interest in the business of the company concerned.
2) Notwithstanding anything contained in Sub-section (1),where the Office is of opinion that the following circumstance does exist ,it may, as per necessity, even if no application is made pursuant to Sub-section (1), appoint an inspector in possession of the qualification referred to in Sub-section (1) ,to investigate the transactions or business of any company:
(a) on the receipt of information that the business or transaction of the company is being carried on to defraud the shareholders or creditors of the company or otherwise for a fraudulent or illegal purpose or it is carrying out acts against public interest; or
(b) any public company has not furnished such information about its transactions as is required to be furnished.

Companies Act 2063

Chapter 9 Call For Explanation And Investigation

Section 122 : Functions, duties and powers of inspector
1) The functions, duties and powers of the inspector deputed or appointed pursuant to Section 121 shall be as follows:
(a) In course of investigation, to require those officers or shareholders or the company, where existing or former, whom he/she considers appropriate ,or any other persons who are considered to have information relevant to the matter into which investigation is to be carried to appear before him/her and to record their statements; to obtain necessary information or other reasonable assistance;
(b) To inspect the documents which are relevant for the purposes of investigation, or to seize or control any other things, or require any concerned person to produce such documents or things to him, or to take custody of such documents;
(c) To investigate, or cause to be investigated, into whether the books of account of the company have been kept proper.
2) Notwithstanding anything contained in the periling law, any matter or deposition expressed or made by any person before the inspector in the course of investigation pursuant to this Chapter shall be admissible as an evidence against that person.
Companies Act 2063

Chapter 9 Call For Explanation And Investigation

Section 123 : Assistance to be rendered to inspector
1) If any person makes a false deposition, fails to produce such statements or documents or other things as required to be submitted under Section 122 or fails to answer any question asked which is put to him/her by the inspector or fails to provide such information as asked by the inspector for the purposes of investigation, the inspector may file a compliant report in writing in the Court.
2) On receipt of a report under Sub-section(1), the Court may, if, on necessary inquiry made into the matter under the prevailing law, any person is found guilty, impose such punishment on that person as it considers appropriate under Section 162.

Companies Act 2063

Chapter 9 Call For Explanation And Investigation

Section 124 : Report to be submitted
1) The inspector appointed pursuant to this Chapter shall, on conclusion of the investigation, submit a report, accompanied by his/her opinions, to the Office. The Office shall give a copy of such report to the applicant if any shareholder makes an application to get a copy of such report, the office shall issue a copy thereof to him/her, by collecting the prescribed fees.
2) If, from any report made by the inspector under Sub-section(1), It appears to the Office that any directors, managing directors , managers, employees or any other officers of the company have knowingly caused any loss or damage to the company or have defrauded, cheated the shareholders or creditors or committed any other illegal acts, the Office shall, notwithstanding anything contained in the prevailing laws, order the company to file a lawsuit on behalf of the company against them.
3) Where the Office thinks that the company may suffer further loss or damage if its business is left further in the hand of directors, managing directors, managers, employees or any other officers who have committed any act as referred to in Sub-section (2), the Office may give necessary direction to the company to suspend such directors managing directors, managers, employees or officers and carry on its business through any other means.
4) Notwithstanding anything contained in the prevailing law on evidence, any matter contained in and any fact expressed in a report submitted by an inspector pursuant to Sub-section(1) shall be admissible as an evidence.
Companies Act 2063

Chapter 9 Call For Explanation And Investigation

Section 125 : Expenses of investigation
1) The expenses incurred in an investigation carried out by the Office pursuant these Chapter shall be borne by the concerned company.
Provided, however, that if, in the course of carrying out investigation, any director, managing director, manager or officer of a company appears to committed a malice, deception, fraud or cheating, such director, managing director, manager or officer shall pay the expenses of investigation no later than seven days of the completion of investigation.
2) If the concerned director, managing director, manager or officer does not pay the expenses of investigation pursuant to the expenses of investigation pursuant to the proviso to Sub-section(1), the expenses shall be recovered as governmental dues.
3) An inspector appointed pursuant to this Chapter may give suggestion in his/her report as to the payment of expenses.

Companies Act 2063

Chapter 10 Voluntary Liquidation Of Company

Section 126 : Liquidation of company able to pay its debts
1) Expect in case where a company has become insolvent in accordance with the prevailing law on insolvency, the shareholders of the company may liquidate the company either by adopting a special resolution in the general meeting or memorandum of association, articles of association or consensus agreement.
2) A company may be liquidated under this Act in the following circumstance:
(a) If the company is able to pay its debts or other liabilities in full;
(b) If there exists no situation where an application for the review of insolvency of the company is pending under the prevailing law on insolvency or where the company would be in any manner subject to an insolvency proceeding under the prevailing law on insolvency;
(c) If the directors of the company, have, after due inquiry, made a declaration in writing that the company is able to pay its debts and other liabilities in full and that the debts and liabilities to be paid on behalf of such company can be paid up or can be fully settled in any other process within one year from the date of the adoption of the resolution to liquidate the company;
(d) If the written declaration made by the directors pursuant to Clause (c) was presented in the general meeting called to discuss the matter of liquidation of the company or such declaration was made at the time of discussions on that matter in the general meeting.
3) A copy of the special resolution adopted with respect to the liquidation of a company pursuant to this Section and a written declaration of directors shall be submitted to the Office in later than seven days after the date of adoption of the resolution.
Companies Act 2063

Chapter 10 Voluntary Liquidation Of Company

Section 127 : Appointment of liquidator and auditor
1) While adopting a resolution to liquidate a company pursuant to Section 126, the company shall appoint a liquidator.
2) While appointing a liquidator pursuant to Sub-section (1), a practitioner licensed under the prevailing law on insolvency shall be 130 appointed as liquidator to conduct the liquidation proceedings and fix remuneration receivable by such liquidator .
3) The company shall give information of the appointment of a liquidator pursuant to Sub-section (2) to the Office no later than seven days after the date of such appointment.
4) After a liquidator is appointed pursuant to Sub-section (2), the directors and officers of the company shall relieved of their office and the liquidator shall exercise all such powers with respect to the operation and management of company as may be exercisable by the directors and officers of the company.
5) The service of employees of a company shall, ipso facto, be terminated after the liquidator commences the operation and management of the company pursuant to Sub –section (4).
Provided, however, that the liquidator may retain or appoint necessary employees for his/her support and assistance.
6) The liquidator appointed pursuant to this Section shall complete the liquidation proceedings of the company within the period of time specified at the time of his/her appointment. Provided, however , that in the case where the liquidation proceedings cannot be complete for any reason within the specified period of time, a reasonable time limit may be extended by following the same procedure as followed in his/her appointment.
7) While appointing a liquidator pursuant to Sub-section (1), an auditor shall also be appointed subject to provisions contained in this Act.
8) If the liquidator appointed in accordance with this Act acts contrary to the Code of Conduct of Insolvency Traders, the interests of the company or other prevailing laws, he shall be removed from the process by which the liquidator was appointed.
But
(1) For violation of the code of conduct of an insolvent businessman, the approval of the body implementing such code shall be obtained.
(2) Before such removal, he shall be given an opportunity to present his cleansing.
9) If the liquidator appointed in accordance with this Act ceases to hold office for any reason, another liquidator shall be appointed by the same procedure as the liquidator.
10) No person shall be liquidator of more than one company at the same time.

Companies Act 2063

Chapter 10 Voluntary Liquidation Of Company

Section 128 : Application of prevailing law on insolvency
While liquidating a company under this Chapter, the issue of whether any person is a creditor of a company in liquidation shall be determined in accordance with the prevailing law on insolvency.
Companies Act 2063

Chapter 10 Voluntary Liquidation Of Company

Section 129 : Application to be made in the event of inability of company to pay liabilities
If, after the liquidator has commenced proceedings of liquidation of accompany under this Chapter, he/she is satisfied that the company is insolvent and is not able to pay debts required to be paid or discharge liabilities required to be discharged in full he/she shall make an application to have a review of insolvency of the company in accordance with the prevailing law on insolvency.

Companies Act 2063

Chapter 10 Voluntary Liquidation Of Company

Section 130 : Power of liquidator too take into custody and under control property of company
After a liquidator has commenced his act, the liquidator shall take into his/her custody and under his/her control all property, accounts and all records and documents of the company.

Companies Act 2063

Chapter 10 Voluntary Liquidation Of Company

Section 131 : Powers and duties of liquidator
1) The liquidator appointed under this Act shall, mutatis mutandis, exercise and perform all the powers and duties which may be exercised and performed by a liquidators under the prevailing law on insolvency.
2) It shall be the duty of the liquidator to do the following acts, without prejudice to the generality of Sub-section(1):
(a) T0 prepare and submit to the office, the statements and accounts of incomes and expenditures in the course of liquidation in every six months after the appointment of the liquidator.
(b) To inform the shareholders of the company about the progress on the liquidation proceedings in every six months after the appointment of the liquidator.
(c) To obtain and recover all properties or amounts required to be obtained and recovered on behalf of the company and repay and discharge the debts and other liabilities of all the creditors of the company;
(d) Following the completion of the act as referred to in Clause (c) , to call the general meeting of shareholders and present therein a proposed report and return on the distribution of the remaining properties of the company to the shareholders:
(e) If the shareholders holding at least seventy five per cent of the paid up share capital consent to the return as referred to in Clause (d), to make payment of amounts to the shareholders accordingly:
(f) At the completion of liquidation proceedings, to prepare a report on the properties recovered, payments made to the creditors and distributions made to the shareholders, on behalf of the company, and submit such report, certifying that the company has been liquated, accompanied by the auditor’s report, to the Office.
Companies Act 2063

Chapter 10 Voluntary Liquidation Of Company

Section 132 : Cancellation of registration of company
1) Upon receipt by the Office of a report on the liquidation of a company pursuant to Clause (f) of Sub-section (2) of Section 131, the Office shall strike the name of the company off the company register and issue an order that the registration of the company has been cancelled.
2) After the issue of an order on the cancellation of registration of a company pursuant to Sub-section (1), the Office shall strike the name of such company off the company register and publish in a national daily newspaper a notice that such company has been dissolved.
3) Notwithstanding contained anything in this section, liquidator appointed as per insolvency Act, 2063, shall send to the office regarding the information completion of cancellation process of the cancel such company.
4) Upon receiving the information pursuant to Sub-section (3) the office, shall keep record of cancellation such company and after such record the company shall deemed to be cancelled .

Companies Act 2063

Chapter 10 Voluntary Liquidation Of Company

Section 133 : Power of creditor and shareholder to make complaint
If any creditor or shareholder of a company thinks that there is any irregularity in respect of any act or action of the liquidator, while liquidating the company pursuant to this Chapter, such creditor or shareholder may make a complaint to the court against such act or action within fifteen days of the receipt of information thereof .

Companies Act 2063

Chapter 10 Voluntary Liquidation Of Company

Section 134 : Action to be taken in cases of fraud or deception
If a liquidator thinks that any director, employee or shareholder of a company has committed a fraud or deception against the company, the liquidator may take necessary legal action against such person in accordance with the prevailing law.

Companies Act 2063

Chapter 10 Voluntary Liquidation Of Company

Section 135 : Right of secured creditors not to be affected
The commencement of liquidation proceedings of a company pursuant to this Chapter shall not be deemed to prejudice in any manner the right of the secured creditors who have lent money against the security of any property of the company to enforce or otherwise deal with such secured property under the prevailing law.
Companies Act 2063

Chapter 11 Cancellation Of Registration Of Company

Section 136A : Special arrangement regarding the winding up of the Company
1) Notwithstanding anything contained elsewhere in this Act, a company which at the commencement of this section was not in business or was not in operation, which has not furnished the particulars pursuant to section 80 or which has not paid the penalty imposed pursuant to section 81, may, if it so desires, within two years from the date of commencement of this section, cancel the registration of such company, by resolution of the general meeting of such company and make a representation before the office in the prescribed format.
2)The application pursuant to sub-section (1) shall be accompanied by a statement pursuant to section 80, including the amount of the penalty to be imposed pursuant to section 81 or the amount of the amount, whichever is less, to be zero point five per cent of the paid-up capital of the company.
3)If an application is made pursuant to subsection (1), the Office may cancel the registration of such company by completing the process pursuant to section 136.
4)If the company is dissolved pursuant to this section, the liability of such company shall be provided for in accordance with section 136.
Companies Act 2063

Chapter 11 Cancellation Of Registration Of Company

Section 137 : Restoration of registration of company of which registration was cancelled
1) In the case of cancellation of the registration of a company pursuant to Sub-section (5) of Section 136, where the company or its shareholder or creditor makes a petition , setting out the reasons, to the Court to have the company restored, no later than five years after the date of publication of the notice of cancellation of registration of the company, the Court may, if the following circumstance, order to restore the company and restore its name in the company register:
(a) If it appears that the registration of the company was cancelled while such company was carrying on its business;
(b) If the Court considers it to be just to restore the name of the company for the proper management of the assets and liabilities of such company.
2) In the event of restoration of a company by virtue of an order of the Court pursuant to Sub-section (1), the company shall be considered to have been in existence from the date of its registration.
3) In issuing an order pursuant to Sub-section (1) , the court may issue such orders and make an order to make such arrangements as it may consider appropriate and necessary for restoring the company and all other persons into the
status quo
ante
as if the registration of the company were not cancelled.
4) Where a company is restored pursuant to Sub-section (1) and any fine as referred to in Section 81 is to be paid , the company shall be restored and its name re-entered in the company register only after such fine is paid to the Office.
5) Where a company of which registration has been cancelled pursuant to Section 136 is restored pursuant to this Section, such company shall have the following property reverted to it:
(a) Any property received by its shareholders in such capacity pursuant to Sub-section (8) of Section 136 by virtue of the cancellation of registration of the company;
(b) Where the property as referred to in Clause (a) has already been sold and disposed of, the proceeds of such sale and disposal.
Provided, however, that no property or amount already employed in the payment of debt or liability of a creditor shall be returned.
Companies Act 2063

Chapter 12 Protection Of Shareholders

Section 138 : Power to prevent directors and officers from doing unauthorised act
1) If, on behalf of a company, any director or officer of the company does any act beyond his jurisdiction, any shareholder of such company may make a petition to the Court to prevent such act.
Provided, however, that no petition may be made under this Section in connection with any act or action done or taken or intended to be done or taken for the fulfilment of any liability created from any act or action already done or taken by the company.
2) If , based on the report received by the Office pursuant to Section 124 in respect of any company, the Office thinks that the business of such company could be carried on or is being carried on in such a manners to be prejudicial to the rights and interests of any of or all shareholders of the company or any specific class or group of its shareholders or that any act done or intended to be done by the company or the failure of the company to do any act required to be done has resulted in or would result in a prejudice to the interests of such shareholders, the Office may make a complaint/ petition to the Court against such company or its directors or officers.
3) On receipt of a petition as referred to in Sub-section (1) or (2) ,the Court may inquire into the concerned company or its directors or officers and issue an appropriate order.
Companies Act 2063

Chapter 12 Protection Of Shareholders

Section 140 : Right to shareholder to institute case on behalf of company
1) A company may file in the Court a case against any director, office or shareholders or any person having control over the company pursuant to the consensus agreement to have any rights and interests of the company enforced.
2) If the company concerned fails to institute a case under Subsection( 1),any share holder holding two and half percent or more of the shares in the paid-up capital of the company separately or jointly with two or more shareholders holding five percent shares may, on behalf of the company, file in the Court a case against any such director or officer or the person having control over the company or any other person.
3) While filing a case by a shareholder pursuant to Sub-section (2), he/she shall state about what sort of effort he/she has made to persuade the company to institute the case by itself.
4) Where a case is filed pursuant to Sub-section (2), the Court may decide whether it would be appropriate to keep on the case being run by the shareholder or to get the company to take over the case, and if it is found appropriate to get the company to take over the case, it may order the company to take over the case.
5) Any case once filed pursuant to Sub-section (1) or (2) shall not be capable of being dismissed or being compromised except in cases where such compromise contains such terms ad conditions as specified by the Court.
6) Where a case file pursuant to Sub-section (2) is adjudged sustaining the claim made by the claimant shareholder, the expenses incurred by him/her in the institution of such case and reasonable expenses made for the services of legal practitioner shall be reimbursed by the company. Where such claim is not sustained, such amount out of the expenses incurred by the defendant in defending such case as the Court thinks appropriate shall be reimbursed from the complainant shareholder.