chhatramani/nepal_legal_acts_corpus_english huggingface dataset:
Companies Act, 2006

Along with such application, the applicant shall also submit the deed relating to the sale and purchase of the shares or debentures and the certificate of the shares or debentures.

(2) Upon receipt of an application under subsection (1), the company shall, within fifteen days of the application, remove the name of the previous shareholder or debenture holder from the register and register the name of the current holder.

(3) Notwithstanding anything written in subsection (1), if the prevailing law on securities transactions provides that a transfer deed is not required for the transfer of rights in the company's shares or debentures, such deed need not be submitted when applying accordingly.

(4) If any person transferring a security files an application stating the fact of transfer of any share or debenture, along with a deed bearing the signature of the buyer regarding the sale and purchase of the share, the company, treating it as if the transferee of the share or debenture had himself/herself applied, shall register the name of the transferee of the share or debenture in the register of shareholders or the register of debenture holders.

(5) The provision made in subsection (1) shall not be deemed to prevent the company from registering the name of any person whose right in any share or debenture has accrued according to any other provision made in the prevailing law, as a shareholder or debenture holder. 44. Refusal to register shares or debentures: (1) Notwithstanding anything written in section 42 or 43, the company may refuse to note in the register that shares have been pledged, or to affect the transfer of shares or debentures upon sale, in the following circumstances:

(a) if the call amount for the share has not been paid,
(b) if effecting the transfer would be contrary to the company's articles or any agreement among the shareholders,
(c) if the transfer fee is not submitted along with the application.

(2) If the company refuses to note the fact of a pledge of shares or debentures in the register, or to transfer shares or debentures, under subsection (1), it shall give notice thereof to both the pledgee or the purchaser of the shares or debentures within fifteen days from the date of the application. 45.
Companies Act, 2006

45. Other circumstances for transfer of shares or debentures: If a shareholder or debenture holder dies, or his/her property is given to a creditor in insolvency, or for any other reason his/her shares or debentures become the right of any other person under the prevailing law, the person who acquires such right or whose right has accrued, upon submitting an application to the company in the prescribed format with the prescribed fee along with proof of such fact, the company shall transfer such shares or debentures in his/her name. Provided that, even if the share has not been transferred in the name of the person whose right has so accrued, if the deed of transfer of the share in the name of the previous shareholder and any other related rights of the previous shareholder has been executed by the legal heir of the previous shareholder in whose name such rights have accrued under the prevailing law, then such share shall be deemed to have been transferred in the name of such person, and such transfer shall be deemed to have been duly made. 46. Register of shareholders and debenture holders: (1) Every company shall maintain a register of shareholders and a register of debenture holders in the prescribed format and keep them at the registered office of the company.

(2) In the register of shareholders under subsection (1), the following matters shall be stated in respect of each shareholder, in the serial order of shares:

(a) full name and address of the shareholder,
(b) number of shares taken by the shareholder,
(c) total amount paid by the shareholder for the shares and the amount remaining unpaid,
(d) date of registration of his/her name as a shareholder,
(e) date of removal of the shareholder's name,
(f) name and address of any person to whom the share has been bequeathed after the shareholder's death.

(3) In the register of debenture holders under subsection (1), the following matters shall be stated in respect of each debenture holder, in the serial order of debentures:

(a) full name and address of the debenture holder,
(b) number of debentures taken by the debenture holder,
(c) total amount paid by the debenture holder for the debentures and the amount remaining unpaid,
(d) date of registration of his/her name as a debenture holder,
(e) date of removal of the debenture holder's name,
(f) name and address of any person to whom the debenture has been bequeathed after the debenture holder's death.

(4) If a shareholder or debenture holder of the company wishes to inspect the register maintained under subsection (1), the company shall allow inspection.
Companies Act, 2006

Provided that, in the case of a public company, after publishing a notice in a national level newspaper seven days in advance, and in the case of a private company, as mentioned in the regulations or unanimous agreement, the inspection of the register may be closed for a maximum of thirty days at one time, not exceeding forty-five days in a year.

(5) If any person wishes to obtain a copy of the register of shareholders, except during a period when inspection is closed as per the proviso to subsection (4), the company shall provide a copy upon charging such fee as prescribed in the case of a public company, and as mentioned in the memorandum, articles, or unanimous agreement in the case of a private company.

(6) Notwithstanding anything else written elsewhere in this section, a listed company may cause the register to be maintained by a recognized securities registrar under the prevailing law for providing securities depository services. A copy of the register so maintained shall be kept at the registered office of the company before giving notice of the annual general meeting each year. The register shall contain the matters mentioned in subsections (2) and (3).

(7) If it is found that false information has been recorded in the register maintained under subsection (6) so as to affect the rights or interests of any person, such securities registrar, its directors, officers, and employees, in addition to the penalties mentioned in section 160, the concerned party shall also be entitled to recover any loss or damage caused by the false recording. 47. Information regarding rights in shares: (1) If the company requests any shareholder of a company to provide information as to the capacity in which he/she has acquired the shares carrying full voting rights registered in his/her name, whether any other person has an interest in the shares registered in his/her name, and if any other person is a beneficiary of such shares, the identity of such person and the nature of his/her right, it shall be the duty of such shareholder to inform the company within thirty days.

(2) After the information requested under subsection (1) is received by the company, the date of such request, the date of receipt of the information, and the content of the information received shall be recorded in the share register alongside the name of the relevant shareholder, and the relevant information shall be sent to the office within seven days. 48.
Companies Act, 2006

48. Address of shareholder: (1) Unless otherwise notified and changed, the address of the shareholder mentioned in the register of shareholders shall be deemed to be his/her actual address.

(2) If the address of a shareholder changes, notice of the new address shall be given in writing to the registered office of the company immediately upon the change.

(3) After receiving notice under subsection (2), the director or company secretary shall record the changed address accordingly in the register of shareholders.

(4) After sending a notice to the address provided by the shareholder, unless otherwise proven, a notice required to be provided by the company to a shareholder under this Act shall be deemed to have been duly sent and received by the relevant shareholder. 49. Index of shareholders: (1) Every company having more than fifty shareholders shall prepare and maintain a separate index of the names of its shareholders, unless the register of shareholders is maintained in such a way that the index of the names of the shareholders is clear from the register itself.

(2) If any change is made in the register of shareholders, necessary changes shall also be made in the index prepared under subsection (1) within thirty days from the date of such change.

(3) The index of shareholders shall be maintained in such a way that necessary information regarding all shareholders can be easily obtained from the register of shareholders.

(4) The index of the names of the shareholders shall be kept with the register of shareholders.

(5) If any company fails to comply with this section, this Act shall be deemed not to have been complied with. 50. Substantial shareholders: (1) If any person has taken, in his/her own name or through his/her representative, five percent or more of the paid-up capital of any public company consisting of ordinary shares with full voting rights, such person shall be deemed to have substantial share ownership in that company.
Companies Act, 2006

50. Substantial shareholders: (1) If any person has taken, in his/her own name or through his/her representative, five percent or more of the paid-up capital of any public company consisting of ordinary shares with full voting rights, such person shall be deemed to have substantial share ownership in that company. Provided that, in the case of a company with a paid-up capital exceeding twenty-five crore rupees, the taking of one percent or more of the total paid-up capital of such company shall also be deemed to constitute substantial share ownership.

(2) Every substantial shareholder of a public company shall, within thirty days of becoming aware that he/she is a substantial shareholder of that company, give notice to the company stating his/her name, address, and full details of the shares registered in his/her name or in the name of a representative.

(3) If any person ceases to be a substantial shareholder of any public company, such person shall, within thirty days of becoming aware thereof, give notice to the company stating his/her name, the date on which he/she ceased to be in the capacity of a substantial shareholder of that company, other details, and the reason why he/she ceased to be a substantial shareholder.

(4) Every public company shall maintain a separate register for the purposes of subsections (1), (2), and (3). 51.
Companies Act, 2006

51. Register of shares, debentures, and loans: (1) Every company shall prepare a list of shareholders and debenture holders existing and removed up to thirty days before the annual general meeting, removed by the Nepal Acts Amendment Act, 2064. and shall keep it ready twenty-one days before the annual general meeting added by the first amendment..

(2) In the list under subsection (1), in addition to other matters, the following matters shall also be stated:

(a) the authorized capital of the company and the number of shares,
(b) the issued share capital of the company,
(c) the paid-up capital of the company,
(d) the amount called up per share,
(e) the total amount of installments collected,
(f) the total amount remaining uncollected,
(g) the total amount paid as brokerage on shares or debentures,
(h) if any share has been forfeited, the total number of such shares, the reason for forfeiture, and the date,
(i) loans taken from banks, financial institutions, or any other person, or guarantees given by the company,
added by the first amendment.(i1) if investment has been made in shares or debentures of another company, the name and registration number of such company and the amount of investment in shares or debentures,
(j) the names and addresses of the existing directors.

(3) The list under subsection (1) shall be signed by at least one director and sent to the office within thirty days from the date of the annual general meeting, and in the case of a company not holding an annual general meeting, if the company is to conduct transactions requiring approval from the relevant body under the prevailing law, within one year of receiving such approval, or if no approval is required, within one year of registration removed by the first amendment..

amended by the first amendment.(4) A company not holding a general meeting shall submit the list under subsection (1) to the office within six months from the end of the fiscal year.

(5) Notwithstanding anything else written elsewhere in this section, if any company has included the details under subsection (2) in the report required to be submitted under section 78, such company need not send a separate list to the office under this section. 52. Lien on shares: The company may retain the shares registered in the name of shareholders and any dividends distributable thereon, and may deduct such amount from the dividends, for any amount remaining unpaid to the company for shares or any other amount payable to the company under law. 53.
Companies Act, 2006

52. Lien on shares: The company may retain the shares registered in the name of shareholders and any dividends distributable thereon, and may deduct such amount from the dividends, for any amount remaining unpaid to the company for shares or any other amount payable to the company under law. 53. Payment of amount for shares: (1) The amount for shares shall be paid and fully paid within the period called for in accordance with the articles.

(2) When the company calls for installments under subsection (1), it shall give written notice in the prescribed format, specifying the amount of the installment to be paid by each shareholder, the time and place, allowing a period of at least thirty days. A public company shall also publish such notice in a national level daily newspaper at least amended by the first amendment.twice.

(3) If any shareholder fails to pay the amount payable for shares within the period mentioned in subsection (2), the company shall give a further period of three months from the date of expiry of that period, stating that if the amount is paid within that period, it will be accepted along with interest at the prescribed rate, and if not paid even within that period, the shares shall be forfeited, clearly informing the relevant shareholder. In the case of a public company, such notice shall be published in a national level daily newspaper at least three times. If the installment is not paid even within the period of notice given accordingly, the company may retain in the name of such shareholder such number of shares as can be covered by the amount already paid for the shares in respect of which the notice was given, or any dividend retained, and forfeit the remaining shares or all shares.
Companies Act, 2006

Provided that, if the company has already become subject to winding up or insolvency before the forfeiture of shares, the amount remaining unpaid for the shares liable to be forfeited may be recovered as a debt under the prevailing law.

(4) When shares are forfeited under subsection (3), the board of directors may refund the amount already paid for such forfeited shares, and if any dividend on such shares has been retained, an amount equal thereto, or may give such number of shares as can be covered by such amount; and if the amount is to be refunded, it must be refunded within three months of the forfeiture.

(5) If the amount is not refunded within three months under subsection (4), interest on such amount shall also be paid.

(6) Shares forfeited under subsection (3) may, subject to the articles, be sold or cancelled by the board of directors in such manner as it deems reasonable.

(7) A company that has been operating at a profit for three consecutive years or more may, by passing a special resolution at a general meeting, determine that a part of its share capital for which payment has not been demanded shall not be demanded except when the company is wound up or becomes insolvent.

(8) After a special resolution is passed under subsection (6), the amount of share capital remaining to be demanded as per the resolution shall not be demanded except when the company is wound up or becomes insolvent, unless a further special resolution is passed at a general meeting to make a call. 54. Payment for jointly held shares: (1) The installment amount for jointly held shares shall be paid by each joint holder in proportion to their ownership.

(2) Unless there is a duly executed deed stating the share of each person in the shares taken under subsection (1), it shall be deemed that the share is held equally by as many persons in whose name the share is. 55. Person deemed entitled to shares or debentures: If a dispute arises regarding the ownership of shares or debentures issued by any company, unless otherwise proved, the person whose name is registered in the register of shares or debentures maintained by the company shall be deemed to be the person entitled to such shares or debentures. 56.
Companies Act, 2006

62. Company Not to Provide Loan or Financial Assistance for Purchasing Its Shares: A company shall not provide a loan or any kind of financial assistance to any person for the purpose of purchasing or acquiring rights in any manner over shares of itself or its holding company Added by the First Amendment. or subsidiary company. Provided that nothing contained in this section shall prevent a company from providing a loan to its employees under an employee share scheme for the purpose of purchasing fully paid-up shares of the concerned company or its holding company, or acquiring ownership of such shares in any manner. 63. Approval Required to Commence Business: (1) A public company established under this Act shall not commence its business without obtaining approval to transact business. Added by the Act to Amend Some Nepal Acts relating to Improving the Economic and Business Environment and Enhancing Investment, 2024.Provided that it shall not be necessary to obtain approval to transact business when a private company that is already in operation is converted into a public company.

(2) To obtain approval pursuant to subsection (1), the founders of a public company shall submit an application to the Office including proof that the full amount called up from the amount agreed to be paid for the shares subscribed by them has been paid.

(3) Upon receipt of an application pursuant to subsection (2), the Office shall grant approval to transact business if it is proved that the amount called up from the amount agreed to be paid for the shares subscribed by the founders has been paid. Provided that approval shall not be granted if the amount paid up for the shares is less than the amount mentioned in subsection (1) of section 11.

(4) Without obtaining approval to commence business pursuant to this section, no actions such as issuing a prospectus or creating any kind of liability shall be undertaken, except matters like holding an extraordinary general meeting, a meeting of the board of directors, or management of the company.

(5) Notwithstanding anything contained in subsection (2), in the case of a company conducting a specific business, approval to commence business shall not be granted until proof is submitted that any condition specified by the regulatory authority empowered to regulate such business pursuant to the prevailing law, while granting a license before the start of such business, has been fulfilled.

(6) Notwithstanding anything contained elsewhere in this section, a private company may commence its business as soon as it receives the certificate of registration from the Office.
Companies Act, 2006

66. Restriction on Minors and Persons Incompetent to Contract as Founders: (1) A minor below the age of sixteen years and a person incompetent to contract pursuant to law shall not be a founder of a company. Provided that nothing in this section shall be deemed to prevent a minor or a person incompetent to contract pursuant to law from acquiring rights to shares of a company purchased by a founder by inheritance or by operation of law.

(2) When a minor or a person incompetent to contract pursuant to law has to purchase or sell shares or debentures of any company, such transaction shall be carried out by the father, mother, husband, wife, or guardian or curator appointed pursuant to law of such person. 66A. Employee Share Sale Scheme: (1) A company may implement a scheme to issue or offer shares to the directors or employees of the company, or its subsidiary or holding company, or a subsidiary of the company's holding company, enabling them to purchase shares. Provided that in the case of a director, such director must be in regular employment of the concerned company.

(2) The right to purchase or not to purchase shares under the scheme pursuant to subsection (1) shall vest in the concerned director or employee. Added by the Act to Amend Some Nepal Acts relating to Improving the Economic and Business Environment and Enhancing Investment, 2024.

(3) Before implementing a scheme pursuant to subsection (1), a special resolution must be passed by the general meeting of the company.

(4) The scheme pursuant to subsection (1) shall include the following details:

(a) The number of shares to be issued or offered for purchase,
(b) Details of the employees eligible to participate in such scheme,
(c) The period during which shares are available for purchase,
(d) The purchase price of the shares,
(e) The number of shares each employee is entitled to purchase,
(f) Other appropriate matters.

(5) Shares purchased by an employee pursuant to this section shall not be sold or transferred for a period determined by the concerned company.

(6) An employee who is in service during the period the shares are available for purchase may participate in the scheme pursuant to subsection (1).

(7) If any employee does not purchase shares within the period they are available for purchase, the number of shares not so purchased may be made available for purchase by other employees.

(8) The report to be prepared pursuant to subsection (4) of section 109 shall also include details of the shares issued and purchased under the employee share sale scheme. Chapter-5

Company Meetings

67.
Companies Act, 2006

Chapter-5

Company Meetings

67. General Meeting of a Company: (1) The general meetings of a company shall be as follows:

(a) Annual General Meeting,
(b) Extraordinary General Meeting.

(2) For the purpose of holding an annual general meeting of a public company, notice shall be sent at least twenty-one days in advance, and for holding an extraordinary general meeting, at least fifteen days in advance, to the shareholders at the address provided by them to the company, stating the place, date, and matters to be discussed thereof. Notice of such meeting shall also be published in a national daily newspaper at least twice. Provided that when calling a general meeting that was adjourned, if no new matters are to be discussed at such meeting, notice of such meeting published in a national daily newspaper at least seven days in advance shall be deemed to be proper notice.

(3) Except in the following circumstances, no decision shall be made at a general meeting on matters not previously notified pursuant to subsection (2):-

(a) If shareholders representing sixty-seven percent of the total shares of the company entitled to vote at a general meeting, present in person or by proxy, vote in favor of a decision on a matter, except as otherwise provided in other sections of this Act,
(b) If a matter was notified for discussion at any adjourned general meeting.

(4) Except where the Office has given prior approval to hold the meeting elsewhere, the general meeting of a public company shall be held in the district where the registered office of such company is located or in a place adjoining the district of the registered office that is convenient for the majority of shareholders. Provided that, unless otherwise provided in the articles of association of a private company, the general meeting of such company may be held at any place within or outside the Kingdom of Nepal.

(5) The company shall keep at the meeting venue a list containing the names, addresses, and number of shares held by the existing shareholders for inspection by the shareholders.

(6) In a general meeting, discussion and decision on the matters included in the agenda sent with the notice of such meeting shall be taken up first.

(7) The person chairing the general meeting may adjourn the meeting as necessary. In the meeting called after such adjournment, discussion and decision shall be held on any matter for which notice has been given pursuant to this Act before or after the date of the meeting that was adjourned.

(8) The meeting held earlier and the meeting held after it was adjourned shall have equal authority.
Companies Act, 2006

A resolution passed in an adjourned meeting shall be deemed to have been passed on the date on which the adjourned meeting was held.

(9) If any incorporated body has purchased shares of a company, a person appointed by such incorporated body shall be entitled to participate and vote in the general meeting of the company on behalf of such body.

(10) No act or proceeding at any general meeting shall be invalid or void merely on the ground that notice of the general meeting was inadvertently omitted to be sent to the address of a shareholder of a listed company, or that a shareholder did not receive the notice sent to the address provided by such shareholder to the company.

(11) Notwithstanding anything contained elsewhere in this section, the general meeting of a private company and its procedures shall be as provided in its articles of association or in a unanimous agreement. In the absence of such provision, the provisions of this Act shall apply.

(12) Other procedures relating to the general meeting shall be as stated in the company's articles of association. 68. Directors to be Present: Amended by the First Amendment. (1) Every director of a company shall be personally present at the general meeting.

(2) Notwithstanding anything contained in subsection (1), if a director of a company is unable to be personally present at the general meeting due to circumstances beyond control, such director may attend and cast his vote through video conferencing or other similar technology. 69. Validity of Meeting: Before the commencement of every general meeting, the shareholders present at such meeting shall ascertain whether the meeting has been called in accordance with this Act and the articles of association, and even if any other legal formality has not been complied with, if notice has been sent to all shareholders pursuant to subsection (2) of section 67 and the meeting, having the quorum pursuant to section 73, agrees to proceed with the meeting, such general meeting shall be deemed to have been duly called. 70.
Companies Act, 2006

70. Circumstances for Not Allowing Participation and Voting in Meeting: (1) No person shall be entitled to participate and vote in person or by proxy in a general meeting in the capacity of a shareholder in any discussion relating to any condition or restriction existing or to be created between himself and the company.

(2) No director or his associate or representative shall be entitled to vote in any discussion at a general meeting relating to accountability for any act done or omitted to be done or done improperly by him, or relating to his appointment, removal from office, transfer, suspension, remuneration, allowance or bonus, or reduction or increase thereof, or relating to any agreement, contract or concession involving his employment or his personal concern or interest.

(3) A shareholder who has not paid the amount called up on shares shall not be entitled to participate and vote in a general meeting.

(4) If a shareholder has appointed a director of the concerned company as a proxy pursuant to subsection (2) of section 71, such director shall not be entitled to vote in the general meeting in the capacity of a proxy for any person on any matter involving his personal interest or concern or on matters relating to his own appointment.

(5) Notwithstanding anything contained in this Act or the prevailing law, if a shareholder who has taken a loan by pledging or mortgaging his shares in a bank or financial institution established pursuant to the prevailing law fails to repay such loan, and the concerned bank or financial institution writes to the company requesting that such shareholder be restrained from voting on the shares, the concerned company shall restrain such shareholder from voting for the period during which the loan taken against the shares remains unpaid. 71.
Companies Act, 2006

71. Right to Vote at a General Meeting: (1) Except as otherwise provided in this Act or the company's articles of association, only a person whose name is registered as a shareholder in the register of shareholders shall, subject to section 70, have the right to vote at a general meeting, counting one vote for every share held by him.

(2) Subject to this section, any shareholder may appoint any person as his proxy to attend and vote at a general meeting, except where the company's articles of association prohibit a proxy from exercising the voting right.

(3) Subject to subsection (1) or (2), if a shareholder entitled to vote is unable to attend the meeting in person, he may appoint a proxy to vote on his behalf by signing a letter of appointment in the format as prescribed, and the proxy so appointed shall, subject to the provisions made in section 72, be entitled to participate or vote at the meeting.

(4) Where share is held jointly in the names of more than one person, only the vote or proxy paper given by the partner appointed by such joint holders or his proxy appointed pursuant to subsection (2), and in the absence of such appointment of a partner, only the vote or proxy paper given by the partner whose name stands first in the register of shareholders maintained pursuant to section 46, shall be valid. 72. Provision for Voting in Election of Directors: (1) When voting for the election of directors, unless otherwise provided in the articles of association, every shareholder shall have the right to vote on the basis of a number of votes equal to the number of shares held by him multiplied by the number of directors to be appointed, and the shareholder so voting may cast all his votes in favor of a single candidate or distribute them among more than one candidate as he may specify.

(2) An incorporated body entitled to appoint directors pursuant to this Act or the articles of association may appoint directors in proportion to the shares held by it, and in such case, it shall not be entitled to vote in the election. Provided that an incorporated body which cannot appoint even a single director in proportion to the number of shares and the total number of directors, or which does not appoint directors by exercising the right under this subsection, may participate in the election of directors representing shareholders like other shareholders, vote, or field candidates up to the number of directors it could potentially elect in proportion to the shares held by such body. 73.
Companies Act, 2006

73. Quorum: (1) The quorum for a general meeting of a private company shall be as stated in the articles of association of such company.

(2) Unless a larger number is specified for the quorum in the company's articles of association, no business shall be transacted at a general meeting of a public company unless at least three shareholders represent more than fifty percent of the total issued shares, present in person or by proxy.

(3) If a meeting cannot be held due to lack of quorum pursuant to subsection (2), and another meeting is called with a notice of at least seven days, no impediment shall occur to holding the meeting if at least three shareholders represent twenty-five percent of the total issued shares of the company, present in person or by proxy.

(4) Notwithstanding anything contained elsewhere in this section, for a company established as mentioned in the proviso to subsection (2) of section 3 or a company established pursuant to subsection (1) of section 173, the presence of three shareholders as mentioned in subsection (2) or (3) shall not be mandatory. 74. Discussion and Decision: (1) The general meeting shall be presided over by the chairperson of the board of directors, and in his absence, by a person nominated by the directors from amongst themselves.

(2) All matters to be discussed in the general meeting shall be presented in the form of resolutions. The chairperson of the meeting shall declare whether a resolution has been passed or not.

(3) The opinion of the majority of shareholders present and voting on each matter shall be deemed the decision of the meeting. While taking such opinion, the chairperson may adopt appropriate procedures including a show of hands, voice vote, division of shareholders, use of ballot papers. Provided that in the case of a special resolution, it shall be deemed approved by the meeting only if shareholders representing seventy-five percent of the shares present at the meeting vote in favor of the resolution.

(4) In case the votes are equally divided for and against a matter in the general meeting, the person presiding over the meeting shall have a casting vote. Provided that he shall not be deprived of his right to vote in the capacity of a shareholder. 75. Minutes to be Kept: (1) Every company shall keep minutes of the proceedings of the general meeting in a separate book, and such minutes shall be signed by the chairperson of the concerned meeting and, if there is a company secretary, by the company secretary.
Companies Act, 2006

75. Minutes to be Kept: (1) Every company shall keep minutes of the proceedings of the general meeting in a separate book, and such minutes shall be signed by the chairperson of the concerned meeting and, if there is a company secretary, by the company secretary. In the case of a company without a company secretary, such minutes shall be signed by the chairperson of the concerned meeting and by one representative of the shareholders appointed by the majority of the general meeting.

(2) While keeping minutes pursuant to subsection (1), it shall state all matters including how the meeting notice was issued, how many shareholders were present, Added by the First Amendment. the number of directors attending the general meeting through video conferencing or other similar technology, what percentage of total shares was represented, what decisions were taken at the meeting, and if voting took place, what was the result of the voting.

(3) Minutes written pursuant to this section shall be sent to the shareholders within thirty days of the general meeting. Provided that if a company publishes such minutes in a national daily newspaper, it shall not be required to send them individually to shareholders.

(4) Minutes of the proceedings of the general meeting kept pursuant to subsection (1) shall be kept at the company's registered office. If any shareholder wishes to inspect such minutes during office hours, the company secretary or other employee designated by the company shall allow inspection.

(5) If any shareholder wishes to take a copy of the minutes of the proceedings of the general meeting, the company shall provide a copy upon charging a fee as specified in the articles of association. 76. Annual General Meeting: (1) Every public company shall hold its first annual general meeting within one year of obtaining the license to commence business, and thereafter shall hold an annual general meeting within six months of the completion of the company's fiscal year each year.

(2) If a public company fails to call an annual general meeting even within three months after the expiry of the period mentioned in subsection (1), the Office may direct such company to call an annual general meeting.

(3) If the company fails to call an annual general meeting even within three months of receiving the direction under subsection (2), any shareholder may file a petition in the court stating such fact.
Companies Act, 2006

Upon filing such petition, the court may order the holding of an annual general meeting or issue other appropriate orders.

(4) Notwithstanding anything contained in subsections (1) and (2) of section 73, in a general meeting called pursuant to a court order under subsection (3), the quorum shall be deemed to be fulfilled regardless of the number of shareholders present. Added by the First Amendment. (5) The provisions of subsections (1), (2), (3), and (4) shall also apply in the case of a private company whose articles of association have provided for holding an annual general meeting. 77. Matters to be Presented and Decided at the Annual General Meeting: (1) At the annual general meeting of every public company, the directors shall present the audited annual financial statements, the auditor's report, and the directors' report.

(2) If so desired by a shareholder or shareholders representing at least five percent of the total voting rights, they may, before the notice pursuant to subsection (2) of section 67 is issued, submit a petition to the directors to have any matter presented for discussion and decision at the annual general meeting.

(3) Every public company shall, at least twenty-one days before the annual general meeting, make arrangements for shareholders to inspect and obtain the annual financial statements pursuant to section 84, the directors' report, and the auditor's report, and publish a notice thereof for information in a national daily newspaper.

(4) The details and reports mentioned in subsection (3) may also be disseminated through electronic communication means as required.

(5) If any shareholder requests the auditor's report, annual financial statements, and directors' report mentioned in subsection (3), the company shall provide such reports or statements to such shareholder.

(6) Except as otherwise provided in this Act, at the annual general meeting of the company, resolutions may be presented and decisions may be made on matters including profits to be distributed to shareholders, appointment and remuneration of directors, appointment and remuneration of auditors, or other matters which this Act or the articles of association provide shall be decided by the general meeting. Provided that when deciding on the profits to be distributed to shareholders, the rate of such profit shall not be decided at a rate exceeding that determined by the board of directors. 78. Report to be Submitted to the Office: Every public company shall prepare a report stating the following matters and submit it to the Office at least twenty-one days before the annual general meeting.
Companies Act, 2006

78. Report to be Submitted to the Office: Every public company shall prepare a report stating the following matters and submit it to the Office at least twenty-one days before the annual general meeting. Such report must be approved by the board of directors and certified by the company's auditor:-

(a) Number of shares issued,
(b) Number of issued shares that are paid up and unpaid,
(c) Details of the directors, managing director, auditor, chief executive officer, manager of the company and the amount of remuneration, allowances, and facilities paid to them,
(d) Name of the person or incorporated body holding five percent or more of the paid-up capital of the company and details of shares or debentures held in their names,
(e) Total amount received from the sale of shares and details of new shares and debentures purchased and issued by the company in the relevant fiscal year,
(f) Amounts remaining to be paid to the company by a director or substantial shareholder or his close relatives,
(g) Amount paid or payable for the sale of shares or any other work,
(h) Loans taken from banks and financial institutions and the principal and interest amounts remaining to be paid,
(i) Amounts claimed to be receivable by the company or payable by the company to other persons, and if there are ongoing court cases relating to this matter, details thereof,
(j) Number of employees or workers engaged in management and at other levels of the company,
(k) Number of foreigners employed in management and at other levels of the company and the remuneration, allowances, and facilities paid to them,
(l) If any agreement has been made between the company and any foreign entity or persons regarding investment, management, or technical service or other matters for a period exceeding one year, details thereof and details of dividends, commissions, fees, charges, and royalties etc. paid pursuant to such agreement in the relevant fiscal year,
(m) Details of management expenses of the company for one fiscal year,
(n) Amount of dividend remaining unclaimed by shareholders,
(o) Declaration that the company has fully complied with this Act and the prevailing law,
(p) Other necessary matters. 79. Preparation of Documents for Annual General Meeting: Every public company shall prepare the annual financial statements, directors' report, auditor's report, report prepared pursuant to section 78, and resolutions to be presented at the meeting to be discussed at the annual general meeting, at least twenty-one days before the meeting, and keep them at the company's registered office for inspection by shareholders, and if any shareholder requests a copy thereof by application, one copy shall be given to him.
Companies Act, 2006

Provided that such fine shall not exceed one thousand rupees in one fiscal year.

(7) Added by the Act to Amend Some Nepal Acts relating to Improving the Economic and Business Environment and Enhancing Investment, 2024. Upon the commencement of this subsection, if any company submits outstanding statements, notices, or information under this Act to the Office by the end of Ashadh 2082 (mid-July 2025), a ninety percent discount shall be given on the fine for late submission of statements, notices, or information under this Act. 82. Extraordinary General Meeting: (1) The board of directors of a company may call an extraordinary general meeting if deemed necessary.

(2) If, during the examination of the company's accounts, an auditor finds it necessary to call an extraordinary general meeting for any reason, he may request the board of directors to call such meeting, and if the board of directors fails to call such meeting accordingly, the auditor may file an application stating the same to the Office, and upon receipt of such application, the Office may call an extraordinary general meeting of the company.

(3) If shareholders holding at least ten percent of the paid-up capital of the company, or at least twenty-five percent of the total number of shareholders, submit an application at the company's registered office requesting an extraordinary general meeting stating the reasons, the board of directors shall call an extraordinary general meeting to be held within a maximum of thirty days from the date of such request.
Companies Act, 2006

90. Term of Office of Directors: (1) The term of office of a director of a private company shall be as provided in the articles of association.

(2) The term of office of a director of a public company may be a maximum of four years, as specified in the articles of association. Provided, however, that:

(1) A director appointed by the Government of Nepal or a corporate body shall remain in office for such period as desired by the Government of Nepal or the appointing body.

(2) A director appointed pursuant to serial numbers (1) and (2) of the proviso to sub-section (1) of Section 87 shall remain in office only until the annual general meeting.

(3) If the office of a director becomes vacant in the interim before the completion of his/her term, the term of the director appointed to that position shall be only for the remaining term of the director whose vacancy was filled.

(3) Unless otherwise provided in the prevailing law or articles of association, a person who retires from the position of director upon completion of one term may be reappointed to the position of director. 91. Remuneration, Allowances, Bonus, etc. of Directors: (1) The meeting allowance, monthly salary, daily allowance and travel expenses or other facilities payable to directors for attending meetings shall be as determined by the general meeting.

(2) The general meeting of a company may, by passing a special resolution, give a bonus not exceeding three percent of the profit remaining after deducting the income tax payable by the company, as an incentive to directors who work full-time in the company. Provided, however, that if, upon final determination of income tax according to prevailing law, the company is required to pay additional income tax, the company shall recover such additional tax amount proportionally from the directors receiving the bonus, up to the limit of the amount received by them as bonus.

(3) Until the first general meeting, the board of directors may determine the remuneration and facilities of the managing director or other directors working full-time in the company.

(4) Except where approved by the general meeting of the company, no director of a listed company shall be paid any kind of compensation by the company upon his/her removal from office or retirement. 92.
Companies Act, 2006

92. Information to be Provided by Directors: (1) Within Amended by the first amendment.fifteen days of assuming the office of director, a director shall give written notice to the company of the following matters:-

(ka) If the director or his/her close relative has direct involvement or any private interest in any kind of purchase, sale or other type of contract or lease related to the business of the company,

Explanation: For the purpose of this clause, "direct involvement" shall also be deemed to include a situation where the director or his/her close relative is a founder, or holds more than ten percent shares of a company, private firm or partnership firm, or is a director of a company involved in such transaction.

(kha) If the director has any kind of interest in relation to the appointment of the managing director, company secretary, or officer of the company,

(ga) If the director is a director of any other company,

(gha) If the director has dealt in shares or debentures of the company or its holding or subsidiary company, details of such transaction.

(2) When providing information pursuant to sub-section (1), if there is any written agreement between the company and the director or his/her close relative, a copy of such agreement shall be submitted, and if no such agreement exists, the main and essential details related to the transaction, interest or involvement shall be disclosed.

(3) The information pursuant to sub-section (1) shall be submitted by the company to the office within seven days of receipt, and upon receiving such information, the office shall record it in a separate register maintained for that purpose.

(4) If a director has, directly or indirectly, any interest in any kind of contract, lease, transaction or agreement made or to be made with the concerned company or its subsidiary company, or if any matter likely to create an interest comes to his/her knowledge, he/she shall, as soon as possible, inform the company thereof, specifying the extent and nature of such interest.

(5) If a director gives written notice to the company that he/she is to be regarded as having a private interest in a transaction with a specific person, he/she shall be deemed to have given notice of his/her private interest in relation to any transaction or contract made with that person. 93.