Companies Act 2063

Chapter 17 Proceeding Of Lawsuits And Punishments

Section 160 : Punishment with fine not exceeding fifty thousand rupees or with imprisonment for a term not exceeding two years or with both
The following person who commits the following offense shall be punished with a fine from twenty thousand rupees to fifty thousand rupees or with imprisonment for a term not exceeding two years or with both punishments:
(a) where any director or officer of a company has caused any loss or damage to the company or any person by mentioning any false matter in any document of the Company, with
mala fide
intention or malicious recklessness, such director or employee;
(b) where any director or officer of a company fails to maintain, or cause to be maintained, hides or conceals or damage such books of account or accounts as required to be maintained pursuant to this Act, such person;
(c) where the auditor of a company states a false matter in his/her report in the course of carrying out his/her duty or omits necessary comments while making audit, with
mala fide
intention or malicious recklessness, such auditor;
(d) where, a liquidator does not convene the meting of creditors, or makes payment of loans or liabilities contrary to the order of priority or fails to maintain such books of account and accounts as required to be maintained under this Act or fails to take over such books of accounts and documents as required to be taken over, or maintains false accounts, or fails to submit any report required to be submitted or fails to hand over cash, goods in-kind or books to be handed over by him/her on the termination of his/her assignment, with ulterior motive, recklessness or
mala fide
intention, such liquidator;
(e) where any director or officer or employee fails to hand over the documents, accounts, cash goods in – kind in this charge on the termination of his/her office or on receipt of a order to liquidate the company, to the successor or where the successor fails to take over them pursuant to this Act, such director, officer and employee who do not hand over or take over them;
(f) any director or officer who issues the prospectus of a company prior to its being registered with the Office who gives false details in the prospectus;
(g) Where any act is done beyond the jurisdiction of the board of directors or beyond the scope of work of the company, any director or officer who does or orders to do such act;
(h) Any shareholder who does not provide any returns pursuant to this Act or gives false returns;
(i) Any director or officer or employee who misappropriates or embezzles cash or goods in-kind of the company or uses the cash or goods in-kind of the company for his/her personal use without the approval of the board of directors or the general meeting or does not settle advances according to the rules of the company or does not abide by any order issued by the Office or fails to submit any returns of the company;
(j) Where any director or officer who has the duty to give any statements or information to the company,  Office, Court or other body pursuant to this Act fails to give such statements of information, such director or officer;
(k) An auditor who knowingly carries out auditing of the concerned company even after that he/she is not qualified to carry out auditing of any company;
(l) An director or officer who exercises the powers not conferred to him/her or acts beyond the authority conferred to him/her;
(m) An director or officer who maintains account in contravention of this Act;
(n) Any director of officer who fails to provide such extracts of financial statement, annual financial statement or report as required to be provided to the shareholders pursuant to this Act;
(o) Any director or substantial shareholder or company who receive or give any loan facility or remuneration from the company in a manner to be contrary to the provisions contained in this Act;
(p) An company, officer, employee or any other person who, in seeking approval of the Court to reduce the share capital of the company, lies or hides the name of any creditor or gives false statements as to the loans borrowed by the company;
(q) An private company which sells shares or debentures in contravention of this Act, directors and shareholders of such company;
(r) An foreign company which carries on business or transaction in Nepal in contravention of this Act, directors, employees or representatives of such company;
(s) A debenture trustee who acts contrary to the interest of the holders of debenture, directors or officers of such trustee;
(t) A person who acts contrary to Sub-section (7) of Section 26;
(u) An director or officer who fails to do any act required to be done pursuant to Section 60;
(v) An person who carries on transaction by using the word “company” without getting a company registered pursuant to this Act;
(w) An company, director or officer who fails to provide the information or notice as referred to in Section 141 or Section 175;
(x) An shareholder of a company who does not provide such information as demanded pursuant to Section 47 or the company, director and officer who does not submit to the Office the information received from the shareholder pursuant to that Section;
(y) An director or officer who acts contrary to Section 105;
(z) The managing director, director or officer of a company who fails to provide the address of registered office of the company despite the issuance  of written order by the Office at various times or giving of such notice through communication media, where such issuance was not possible;
(z1) An company, director, substantial shareholder and officer who acts contrary to Section 50;
(z2) To a company or officer acting contrary to the approved purpose of the company;
(z3) To such inspector if the inspector appointed in accordance with section 121 submits a false report.