Companies Act, 2063(2006), Chapter 5 - NEPAL MONETARY SOLUTIONS (NMS)

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Wednesday, April 9, 2014

Companies Act, 2063(2006), Chapter 5

CHAPTER 5
MEETINGS OF COMPANY

(1) The general meetings of a company shall be as follows.

  • (a) Annual general meeting, and

  • (b) Extra-ordinary general meeting.

(2) A public company ….Read More….

68. Directors required to be present
Every director of a company shall be present at the general meeting as far as possible.

Before every general meeting commences, the shareholders present therein shall ascertain whether it has been convened in accordance with this Act and the articles of association; and a general meeting shall be deemed to have been duly called even if any other law has not been observed with respect thereto, provided a notice has been sent to all shareholders ….Read More….

(1) No person shall be entitled to attend and vote in any general meeting, in the capacity of a shareholder, either in person or by proxy on any discussion to be held in respect of any terms and conditions entered into or to be entered into between him/herself and the company.

(2) No director or his/her partner or his/her proxy shall ….Read More….

(1) Except as otherwise provided in this Act or the articles of association of a company, only the person whose name is registered as a shareholder in the shareholder register shall, subject to Section 70, be entitled to attend the general meeting and cast votes at the rate of one vote for each share held by him.

(2) Except in cases where the articles of association ….Read More….

(1) Except as otherwise provided in the articles of association, on a poll in election of directors, every shareholder shall be entitled to cast such number of votes as may be set after multiplying the number of shares held by him/her by the number of directors to be appointed; and the director who casts such votes may cast all his/her votes for a single ….Read More….

(1) A quorum for the general meeting of a private company shall be as specified in the articles of association of such company.

(2) Unless the articles of association of a public company provide for a larger number of the quorum, no proceedings of the meeting of the public company ….Read More….

(1) A general meeting shall be chaired by the Chairperson of the board of directors and, in his/her absence, by the person nominated by the directors from amongst themselves.

(2) Every matter to be discussed in a general meeting shall be presented in the form of resolution. The chairperson of the meeting shall declare whether a ….Read More….

(1) Every company shall keep minutes of the proceedings of the general meeting, by making entries thereof in a separate book; and the minutes shall be signed by the chairperson of the meeting concerned and by the company secretary if any. In the case of a company which has no company secretary, the minutes shall be signed by the Chairperson of the meeting concerned and by a representative of ….Read More….

(1) Every public company shall hold its first annual general meeting within one year after it is permitted to commence its business, and thereafter it shall hold the annual general meeting every year within six months after the expiry if its financial year.

(2) If any public company fails to call the annual ….Read More….

(1) The directors shall present the annual financial statements as audited, auditor’s report and director’s report at the annual general meeting of a public company.

(2) If the shareholder or shareholders representing at least five percent of the total number of votes shall so desire, he/they may, by submitting an ….Read More….

Every public company shall prepare a report indicating the following matters and submit the same to the Office in advance of at least twenty one days before the holding of the annual general meeting. Such report has to be approved by the board of directors and certified by the auditor of the company.


At least twenty one days prior to the holding of the annual general meeting, every public company shall prepare the annual financial statements, directors report, auditor’s report to be discussed in the meeting, the report prepared under Section 78 and the resolutions to be presented in the meeting and arrange to so keep the same at its registered office that the shareholders can inspect them; and if any shareholder makes ….Read More….

(1) Every public company shall, within thirty days of the holding of the annual general meeting, forward to the Office a return indicating the number of shareholders present in the meeting, a copy of the annual financial statement, director’s report and auditor’s ….Read More….

(1) Any return, notice or information required to be provided by the company to this Office or information required to be provided by the officer or shareholder to the company pursuant to this Act shall be provided by the director of the company or the officer or shareholder who has the duty to provide such return, ….Read More….

(1) The board of directors of a company may convene an extraordinary 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 extraordinary general meeting for any reason, the auditor may request the board ….Read More….

Special resolutions shall be presented at the general meeting of a company for the decision on the following matters:


(1) Notwithstanding anything contained elsewhere in this Act, a company listed on 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 ….Read More….

A company shall mention its registration number in all such reports, statements, ….Read More….

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