Companies Act, 2063(2006), Chapter 6 - NEPAL MONETARY SOLUTIONS (NMS)

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Wednesday, April 9, 2014

Companies Act, 2063(2006), Chapter 6

CHAPTER 6
BOARD 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 ….Read More….

(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 ….Read More….

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 ….Read More….

(1) Any of the following persons shall not be eligible to be appointed to the office of the director:

  • (a) Who is below Twenty-one years of age, in the case of a public company;


(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 ….Read More….

(1) The meeting allowance to be receivable by the directors for attending a meeting, their monthly remuneration, daily allowance and traveling allowance or other facilities shall be as determined by the general meeting.

(2) The general meeting of any ….Read More….

(1) A director shall, no later than seven 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 ….Read More….

(1) Except as otherwise provided this Section, no public company shall, without the approval of the general meeting, do any significant transaction with its director or his/her close relative or substantial shareholder or no subsidiary company shall, without the approval of the general meeting of its holding company, do any ….Read More….

(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 ….Read More….

(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, the exercise of powers and perform duties of the company through the board of directors collectively.

(2) Except in accordance with ….Read More….

(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 ….Read More….

(1) Meetings of the board of directors of a private company shall be held as mentioned in the articles of association.

(2) Meetings of the board of directors of a ….Read More….

(1) Except as otherwise provided in the articles of association of a company, the company secretary or Chairperson of the board or chief executive of the company shall call a meeting of the board of directors of the company.

(2) Notwithstanding anything contained in Sub-section (1) if at least ….Read More….

(1) No director or of a company shall do anything to derive personal benefit through the company or in the course of conducting the business of the company.

(2) If any person has derived personal benefit in the course of business of the company in contravention of Sub-section(1), the company ….Read More….

(1) In the event that the shares or debentures of a company are listed in a body operating the stock exchange after the director has made disclosure to the company about the shares or debentures of such company pursuant to Section 94, the ….Read More….

(1) No company shall make any loan or provide any financial assistance to its officer, substantial shareholders or officer, the shareholder of a holding company or a close relative of such person nor shall it give any guarantee or provide security in ….Read More….

If any officer, knowingly giving false statements in a general meeting of a company, about the actual financial situation of the company, encourage to distribute the higher dividend to the shareholders of the company than that can be distributed from the profits, thereby ….Read More….

(1) No transaction done by a company with another person shall be void or invalid merely on the ground that such transaction is beyond jurisdiction based on any matter contained in the memorandum of association of the company.

(2) It shall be the duty ….Read More….

(1) Any act done or action taken by or document signed by at least one director authorized by a company or any person authorized to act for the company shall be valid and binding for the company.

(2) where any person ….Read More….

(1) The board of directors of a public company, or of a private company receiving loans from any bank or financial institution, shall not, except with a special resolution being adopted by the general meeting of shareholders, do or cause to be done the following act:


If it is afterward discovered that any provision under this Act has not been complied with in respect of the appointment of any director, acts already done ….Read More….

107. Registers of director and company secretary
(1) Every company shall maintain a separate register of director and of company secretary if any.

(2) Every company shall record the name, surname, address, citizenship, profession, the occupation of its director or secretary, and the date of ….Read More….

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