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

Chapter 5  Meeting Of Company

Section 82 : Extra-ordinary general meeting
1) The board of directors of a company may convene an extra-ordinary general meeting if it deems necessary.
2) If ,in the course of examining the account of a company, it is deemed necessary to call an extra ordinary general meeting for any reason, the auditor may request the board of directors to call such meeting; and if the board of directors fails to call the meeting accordingly, the auditor may make an application, setting out the matter , too the Office; and if an application is so made, the Office may call the extra-ordinary general meting of the company.
3) If the shareholders holding at least ten percent shares of the paid–up capital of a company or at least twenty five per cent shareholders of the total number of shareholders make an application, setting out the reasons therefore, to the registered office of the company for calling an extra-ordinary general meeting of the company.
4) If the board of directors does not call the extra-ordinary general meeting within thirty days from the date on which an application is made pursuant to Sub-section (3), the concerned shareholders may make a petition to the Office setting out the matter; and if a such petition’s made, the Office may cause to call such meeting.
5) If the Office deems necessary to call an extra-ordinary general meeting in view of the findings of any inspection or investigation or for any others reason, it any itself call or cause there board of directors to call such meeting.

Companies Act 2063

Chapter 5  Meeting Of Company

Section 83 : Special resolutions to be presented
Special resolutions shall be presented in the general meeting of a company for decision on the following matters:
(a) Increasing the authorised capital of the company,
(b) Decreasing or altering the share capital of the company,
(c) Altering the name or main objectives of the company,
(d) Amalgamating one company into another company,
(e) Issuing bonus share,
(f) Buying back of own shares by the company,
(g) Selling shares at a discount,
(h) Converting a private company into a public company or vice versa,
(i) Such other matter in respect of which the company is required by this Act or the articles of association to adopt a special resolution.
Companies Act 2063

Chapter 5  Meeting Of Company

Section 84 : Provisions on sending abstract of financial statement to shareholders
1) Notwithstanding anything contained elsewhere in this Act, a company listed in the stock exchange shall not be required to send the annual financial statement and director’s report to its shareholders or debenture-holders.
Provided, however, that an abstract of financial statement prepared pursuant to Sub-sections (2) and (3) shall be sent to every shareholder along with the notice of annual general meeting.
2) The abstract of financial statement required to be sent pursuant to the proviso to Sub-section(10) shall be prepared on the basis of the annual financial statement of the company and the director’s report. The format of such statement shall be as specified by the Office based on the suggestions of the body specified to set accounting standards under the prevailing law.
3) The abstract of financial statement shall contain, inter alia, the flowing matters:
(a) Matter indicating that the abstract of annual financial statement is only an abstract of the annual financial statement of the company and their director’s report,
(b) An opinion of the company’s auditor as to whether or not the abstract of annual financial statement is in consonance with the annual financial statement of the company and the director’s report and whether or not the abstract is consistent with the format specified pursuant to this Section,
(c) Matter as to whether or not the auditor has made any remarks about the annual financial statement of the company and, if such remarks have been made, full details of such remarks and such materials as required to understand such remarks,
(d) In cases where the auditor has mentioned in his report anything about the inadequacy of the accounts and accounting returns or about the company’s accounts not being verifiable with the records and returns maintained by the company or about the non-receipt of any such information and explanation as sought, full details thereof.
4) Instead of sending the abstract of annual financial statement to the shareholders at their personal addresses pursuant to Sub-section (1), the company many publish it at least twice in a national daily newspaper at the time of publishing the notice of meeting.
5) In the event of publication of the abstract of annual financial statement pursuant to Sub-section (4), there shall not be required to send the abstract at the personal addresses of shareholders.

Companies Act 2063

Chapter 5  Meeting Of Company

Section 85 : Registration number to be mentioned
A company shall mention its registration number in all such reports, statements, records or other documents as required to be submitted by it to the Office for the purposes of this Act.
Companies Act 2063

Chapter 6 Board Of Directors

Section 86 : Board of directors and number of directors
1) The appointment and number of directors of a private company shall be as provided in its articles of association.
2) Every public company shall have a board of directors consisting of a minimum of three and a maximum of eleven directors.
3) In forming the board of directors pursuant to Sub-section (2), at least one independent director, in the case of the number of directors not exceeding seven, and at least two independent directors, in the case of the number of directors exceeding seven, shall be appointed from amongst the persons who have the knowledge as prescribed in the articles of association of the company and gained knowledge and experience in the subject related with the business of the company concerned.
4) Any one director selected by the directors from amongst themselves shall be the Chairperson of the board of directors.

Companies Act 2063

Chapter 6 Board Of Directors

Section 87 : Appointment of directors
1) The directors of a company shall be appointed by the general meeting of the company, subject to the provisions contained in Section 89 and the articles of association. Provided however, that:
(1) The directors shall be appointed by the promoters pending the holding of the first annual general meeting of the company.
(2) If the office of any director appointed by the annual general meeting is vacated for any reason, the board of directors shall appoint another director in that vacancy.
2) Notwithstanding anything contained in Sub-section (1), in the case of a company any shares in which a corporate body has subscribed, the corporate body may appoint a director in proportion of the total number of directors of the company and the number of shares subscribed by such body and also an alternate director to attend and vote in a meeting of the board of instead of every such director in cases where such director will not be in a position to attend the meeting of the board for any reason.
3) Where any director appointed pursuant to Sub-section (2) is not able to attend a meeting of the board of directors, such director shall give information thereof to his/her alternate director and the board of directors. In such case, the alternate director shall be entitled to attend, and vote in, the meeting of the board of directors.
4) Except in the case referred to in Sub-section (1), any alternate director appointed pursuant to Sub-section (2) shall not be entitled to attend, and vote in , a meeting of the board of directors.

Companies Act 2063

Chapter 6 Board Of Directors

Section 88 : Shares qualification of director
If the articles of association of a company specify any number of shares required to be held by a person for his appointment as director of the company, the person who becomes director shall hold such number of shares. Failing any provision specifying such number of shares, any such person shall hold at least one hundred shares.
Provided, however, that any director who is appointed pursuant to Sub-section (3) of Section 86 and Sub-section (2) of Section 87 shall not be required to hold such shares.
Companies Act 2063

Chapter 6 Board Of Directors

Section 90 : Term of of office of directors
1) The tenure of office of a director of a private company shall be as provided in its articles of association.
2) The tenure of office of a director of a public company shall be as specified in its articles of association, which shall not exceed four years.
Provided that:
(1) A director appointed by the Government of Nepal or a corporate body shall hold office so long as the Government of Nepal or the appointing body desires.
(2) A director appointed pursuant to Clauses (1) and (2) of the proviso to Section 87 shall hold office only until the holding of the annual general meeting.
(3) The term of office of a director appointed to the office of any director which has fallen vacant before the expiry of his/her term of office shall be only the remainder of the tenure of office of that director whose office has so fallen vacant and in whose place one is appointed.
3) Notwithstanding anything contained in the prevailing law or articles of association, a person retired from the office of director on expiry of his/her tenure of office shall be eligible for reappointment to the office of director.

Companies Act 2063

Chapter 6 Board Of Directors

Section 91 : Remuneration, allowance, reward etc. of directors
1) The meeting allowance to be receivable by the directors for attending a meeting, their monthly remuneration, daily allowance and traveling allowance or other facility shall be as determined by the general meeting.
2) The general meeting of any company may, by adopting a special resolution, grant a reward in a sum not exceeding three per cent of the net profits after payment of income tax to the directors who work full time for the company so as to encourage them.
Provided, however, that where, on final assessment of tax under the prevailing law, the company has to pay additional income tax, the company shall recover the amount of such additional tax from the directors, who have received such reward, on a proportional basis up to the extent of the amount of reward received by them.
3) Pending the holding of the first annual general meeting, the board of directors may determine the remuneration and facilities of the managing director or other directors who work full time for the company.
4) Except where the general meeting of a listed company so permits, in the event that any director of a listed company is retired from or relieves of his/her office, the company shall not make any kind of payment as compensation for such relief or retirement.
Companies Act 2063

Chapter 6 Board Of Directors

Section 92 : Disclosure by directors
1) A director shall, no later than fifteen days after assuming the office of director, disclose in writing to the company the following matters:
(a) If he/she or his/her close relative has direct involvement or any kind of personal interest in any kind of sale and purchase or other kind of contract related with the transactions of the company;
Explanation: For the purposes of this Clause, “direct involvement” means and includes a situation where the director or his/her close relative is a promoter of or holds more that ten per cent shares of a company or private firm or partnership firm or a director of a company involved in such transaction.
(b) If he/she has any kind of interest in the appointment of the managing director, company secretary, officer of the company;
(c) If he/she is a director of any other company;
(d) If he/she has made any dealing in the shares or debentures of the company or of its holding or subsidiary company, about matters of such dealing.
2) In making disclosure pursuant to Sub-section(1) , a copy of the written agreement, if any, concluded between the company and the director or his/she close relative shall be submitted, and failing such agreement, substantial and necessary matters concerning the transaction or interest or involvement shall be set out.
3) The company shall submit to the Office the information as referred to in Sub-section (1) within seven days of the receipt of such information; and upon receipt of such information, the Office shall record the same in a separate register maintained for this purpose.
4) If any director has an interest directly or indirectly linked to any kind of contract, lease, transaction or agreement entered or to be entered with the concerned company or its subsidiary company or comes to his/her knowledge that such interest will be so linked, that director shall disclose that matter to the company promptly, setting out the extent and kind of such interest.
5) If any director gives written in formation to the company that he be considered to have his personal interest in a transaction with any certain person, that director shall be deemed to have disclosed his/her personal interest in any transaction or contract to be done or made with such person.
Companies Act 2063

Chapter 6 Board Of Directors

Section 93 : Transaction with company in which director is involved
(1) Except as otherwise provided in this section, a public company shall not, without the approval of the general meeting, enter into any meaningful transaction with any of its directors or close relatives of the directors or the basic shareholders or any other firm, company or other organisation in which the director, close relatives of the directors or the basic shareholders own the basic shares or without the approval of the general meeting of its main company, the subsidiary company shall not enter into any transaction with the directors or close relatives of the main company or the basic shareholders.
Explanation: For the purposes of this section, “meaningful transaction” means a transaction relating to the purchase, sale, transaction, lease of any goods or services of a value exceeding one lakh rupees or five per cent of the total assets of the company, whichever is less, and includes an annual turnover of one lakh twenty thousand rupees or more.
(2) In the event of any transaction contrary to sub-section (1), any amount or profit derived directly or indirectly from such transaction shall be refunded to the company and if any loss is caused to the company by such transaction, the person who has benefited from such transaction shall be liable to pay compensation.
(3) Notwithstanding anything contained elsewhere in this section, the provisions of sub-section (1) shall not apply in respect of property acquired in accordance with the following: –
(a) When the principal company acquires such property from its wholly owned subsidiary,
(b) When a wholly owned subsidiary of the main company acquires such property from another wholly owned subsidiary of the same main company,
(c) Trading at the prevailing market price in the course of the regular business of the company.
Companies Act 2063

Chapter 6 Board Of Directors

Section 94 : Directors to make disclosure in shares
1) If a person, while holding the office of director, acquires title to any shares or debentures of the company or of a company which is a subsidiary or holding company of that company or of another subsidiary company of the holding company, in any manner, that person shall give information as follows on that matter to the company:
(a) Details of his/her title;
(b) Number of shares of each class in the concerned company or another company to or in which he/she has title or interest while holding the office of director and details of amount of debentures of each class.
2) If the following situation occurs, any director of a company shall give written information thereof to the company in which he/she is a director no later than fifteen days after such situation comes to his/her knowledge:
(a) If , for any reason, he/she is going to acquire title to any shares or debentures of the company in which he/she is a director or of a company which is a subsidiary or holding company of that company or of another subsidiary company of the holding company, in any manner , or he/she is going to lose his title;
(b) If he enters into an agreement to sell the shares or debentures, as referred to in Clause (a), held in his name;
(c) If he/she assigns to any other person the authority granted by the company in which he is a director to him/her to subscribe the shares or debentures of such company;
(d) If a company which is a subsidiary or holding company of the company in which he/she is a director or another company which is a subsidiary of such company or other subsidiary of the holding company grants authority to him to subscribe the shareholders or debentures of such company;
(e) If he assigns to any other person the authority to subscribe the shares or debentures or the company as referred to in Clause (d).
3) While forwarding information to the company pursuant to Sub-section (2), such information shall also clearly set out the number of shares or debentures, amount and class thereof.
4) The company shall maintain a separate register to record the information receive pursuant to Sub-section (2) and (3).
5) The provisions contained in this Section shall also apply to the close relative of a director as if such relative were a director.
Companies Act 2063

Chapter 6 Board Of Directors

Section 95 : Powers and duties of board of directors
1) Subject to the provisions contained in this Act and the articles of association and the decisions of the general meeting, the directors shall manage all transaction, exercise of powers and perform duties of the company through the board of directors collectively.2) Except in accordance with a decision of the general meeting no director of a public company shall do anything yielding personal benefit to him/her through the company.
Provided, however, that a private company may make a reasonable provision on the benefit which the director may derive thought the company, as mentioned in the memorandum of association and articles of association or consensus agreement.
3) Except as otherwise provided in this Act , the memorandum of association and articles of association or the consensus agreements, the case of a private company, the board of directors may appoint any director from amongst themselves or any employee of the company as its representative and so delegate to him/her any or all of its powers,
inter alia
, to do any act or thing, make correspondences or sign bills of exchange or cheques etc. On behalf of the company that such powers are to be exercised individually or jointly. In so delegating the powers, at least one director and their company secretary, if any, shall certify such delegation, pursuant to a decision of the board of directors.
4) A company may recover damages from a person acting in the capacity of director or representative of the company for any loss or damage caused to the company from any act or action done by such person beyond his jurisdiction.
5) If any person enters into any transaction with the director or with a representative as referred to in Sub-section (3) despite the knowledge or having reason to believe that such director or representative is dealing with any transaction for his/her personal interest or for causing loss or damage to the company, such person shall not be entitled to make any claim against the company in respect of such transaction.
6) Notwithstanding anything contained in Sub-section (3), the board of directors shall not delegate the following powers conferred to the company and shall exercise such powers only by means of resolutions passed at meetings of the board of directors :
(a) The power to make calls on shareholders in respect of amount unpaid on their shares;
(b) The power to issue debentures;
(c) The power to borrow loans or amount otherwise than on debentures;
(d) The power to invest the funds of the company;
(e) The power to make loans.
7) The provision of Clause(e) of Sub-section(6) shall not apply to loans to be let and deposits to be received in the ordinary course of business transaction by the companies carrying on banking and financial business.
8) If the board of directors considers necessary to form a subcommittee for the discharge of any specific business, it may form one or more than one sub-committee as required and get such business discharged.
Companies Act 2063

Chapter 6 Board Of Directors

Section 96 : Appointment of managing directors, and management of company
1) The directors may, subject to the articles of association, appoint one managing director from amongst themselves.
2) The functions, duties and powers of the managing director shall be as mentioned in the articles of association or as prescribed by the board of directors.
3) While appoint a managing director and other director talking responsibility of the management of the company pursuant to Subsection(1), there shall be entered into an agreement in writing stipulating the terms of appointment, remuneration and facilities; and no facilities or payment other than the remuneration and facilities specified in such agreement and any other facilities receivable as specified by the general meeting shall be provided or made.
4) The term of agreement as referred to in sub –section (3) shall not exceed four years at a time.
5) There shall be made such arrangement that the shareholders can inspect, free of charge, the agreement entered into with the directors pursuant to Sub-section (3).
6) A director who is receiving regular remuneration or facilities, other than meeting allowances, from any one listed company shall not be appointed to the post of managing director in another listed company, with entitlement to regular remuneration or facilities.