Companies Act, 2006

Added by the First Amendment.

(4) If the board of directors fails to call an extraordinary general meeting within the period specified in subsection (3) Amended by the Act to Amend Some Nepal Acts relating to Improvement of Economic and Business Environment and Enhancement of Investment, 2024 (2081).Provided, however, that:-

(1) Such a person of one private company may be a director of another private company having a similar object.

(2) Such a person of a holding company may be a director of a subsidiary company, and such a person of a subsidiary company may be a director of the holding company.

(3) Among public companies, except for public companies related to the banking, financial and insurance sectors, such a person of one public company may be a director of another public company having a similar object.

(ja) A shareholder who has been determined to have an outstanding amount payable to the concerned company,

(jha) In the case of a person punished pursuant to Section 160, if one year has not elapsed from the date of punishment, or in the case of a person punished pursuant to Section 161, if six months have not elapsed from the date of punishment,

(nya) In the case of a company conducting a specific business, if any qualification has been prescribed by the prevailing law, such qualification is not met, or if any disqualification has been prescribed, such disqualification exists,

(ta) Being a director of any company which has failed to submit the details and reports required to be submitted to the office under this Act for three consecutive fiscal years,

Added by the first amendment.(ta1) If the penalty amount pursuant to sub-section (2) of Section 81 remains unpaid,

(tha) Holding the position of a director who receives remuneration or any facility other than meeting allowance and actual expenses incurred for coming to, going from, and staying at the meeting venue, from any other listed company.

(2) The following person shall not be eligible for appointment to the position of independent director:-

(ka) A person as described in sub-section (1),

(kha) A shareholder of the concerned company,

(ga) A person who has not obtained at least a postgraduate degree in a subject related to the business dealings of the concerned company and has not gained at least ten years of experience in the related field or in company management work, or who has not obtained at least a postgraduate degree in economics, finance, management, accounting, statistics, commerce, business administration or law and has not gained at least ten years of experience in the related field,

(gha) A person who is an officer, auditor, employee of the concerned company, or for whom three years have not elapsed since retirement from any such position,

(nga) A close relative of an officer of the concerned company,

(cha) An auditor of the concerned company or his/her partner.

(3) A person shall not remain in the position of director in the following circumstances:-

(ka) If a condition arises that prevents appointment to the position of director as described in sub-section (1) or (2),

(kha) If the general meeting passes a proposal to remove the director from the position,

(ga) If the resignation tendered by the director from his/her position is accepted by the board of directors,

(gha) If it is determined by a court that the director has committed dishonesty or mala fide intent in the affairs of the company,

(nga) If it is determined by a court that the director has performed any act prescribed as not to be done by a director under this Act, or has failed to perform any act prescribed as to be done,

(cha) If, according to prevailing law, a loan from a bank or financial institution remains unpaid and the person has been placed on a blacklist by the authorized body, and the blacklist period is still in effect.

(4) Before disqualifying any person from being appointed to or remaining in the position of director, the company shall give such person notice thereof and provide a reasonable opportunity to submit a defense.