Companies Act Sections. Flashcards

1
Q

Companies Act, 2063 - Section 8

A

Liability of Members Limited by Shares

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2
Q

Companies Act, 2063 - Section 12

A

Company to be Incorporated as Public Company (for certain businesses like insurance)

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3
Q

Companies Act, 2063 - Section 13

A

Conversion of Private Company into Public Company

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4
Q

Companies Act, 2063 - Section 14

A

Conversion of Public Company into Private Company

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5
Q

Companies Act, 2063 - Section 17

A

Pre-incorporation Contracts

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6
Q

Companies Act, 2063 - Section 18

A

Matters to be Stated in Memorandum of Association

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7
Q

Companies Act, 2063 - Section 21

A

Amendment to Memorandum and Articles of Association

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8
Q

Companies Act, 2063 - Section 23

A

Prospectus to be Published Before Public Issue of Securities

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9
Q

Companies Act, 2063 - Section 24

A

Duty to Abide by Prospectus

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10
Q

Companies Act, 2063 - Section 27

A

Nominal Value of Shares and Amount to be Demanded with Application

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11
Q

Companies Act, 2063 - Section 28

A

Allotment of Shares

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12
Q

Companies Act, 2063 - Section 29

A

Issue of Shares at Premium

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13
Q

Companies Act, 2063 - Section 30

A

Issue of Shares with Differential Rights

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14
Q

Companies Act, 2063 - Section 33

A

Share Certificate

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15
Q

Companies Act, 2063 - Section 35

A

Debentures

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16
Q

Companies Act, 2063 - Section 36

A

Agreement to be Concluded with Debenture Trustee

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17
Q

Companies Act, 2063 - Section 44

A

Restriction on Transfer of Shares

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18
Q

Companies Act, 2063 - Section 50

A

Substantial Shareholder

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19
Q

Companies Act, 2063 - Section 51

A

Inventory of Shares, Debentures and Loans

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20
Q

Companies Act, 2063 - Section 53

A

Calls on Shares and Forfeiture of Shares

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21
Q

Companies Act, 2063 - Section 56

A

Right Share

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22
Q

Companies Act, 2063 - Section 57

A

Reduction of Share Capital

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23
Q

Companies Act, 2063 - Section 61

A

Buy-Back of Shares

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24
Q

Companies Act, 2063 - Section 64

A

Prohibition on Issue of Shares at Discount

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25
Q

Companies Act, 2063 - Section 65

A

Preference Shares

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26
Q

Companies Act, 2063 - Section 67

A

General Meetings (Notice, Place)

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27
Q

Companies Act, 2063 - Section 70

A

Restriction on Attendance and Voting in General Meeting

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28
Q

Companies Act, 2063 - Section 71

A

Proxy

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29
Q

Companies Act, 2063 - Section 73

A

Quorum for General Meeting

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30
Q

Companies Act, 2063 - Section 74

A

Chairman of General Meeting and Voting

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31
Q

Companies Act, 2063 - Section 76

A

Annual General Meeting (AGM)

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32
Q

Companies Act, 2063 - Section 77

A

Matters to be Discussed in AGM

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33
Q

Companies Act, 2063 - Section 78

A

Report to be Submitted to Office Before Holding AGM

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34
Q

Companies Act, 2063 - Section 81

A

Returns to be Submitted to Office

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35
Q

Companies Act, 2063 - Section 82

A

Extra-ordinary General Meeting (EGM)

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36
Q

Companies Act, 2063 - Section 83

A

Special Resolution

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37
Q

Companies Act, 2063 - Section 87

A

Appointment of Directors

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38
Q

Companies Act, 2063 - Section 89

A

Qualifications and Disqualifications of Directors

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39
Q

Companies Act, 2063 - Section 91

A

Remuneration, Allowance, Reward etc. of Directors

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40
Q

Companies Act, 2063 - Section 92

A

Disclosure of Interest by Director

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41
Q

Companies Act, 2063 - Section 95

A

Functions, Duties and Powers of Board of Directors

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42
Q

Companies Act, 2063 - Section 97

A

Meetings of Board of Directors (Quorum, Minutes)

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43
Q

Companies Act, 2063 - Section 103 & 104

A

Acts Done Beyond Authority but Within Company’s Power (Ratification)

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44
Q

Companies Act, 2063 - Section 105

A

Restrictions on Powers of Board of Directors

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45
Q

Companies Act, 2063 - Section 106

A

Validity of Acts of Directors Whose Appointment is Invalid

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46
Q

Companies Act, 2063 - Section 109

A

Annual Financial Statements and Director’s Report

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47
Q

Companies Act, 2063 - Section 111

A

Appointment of Auditor

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48
Q

Companies Act, 2063 - Section 112

A

Qualifications and Disqualifications of Auditor

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49
Q

Companies Act, 2063 - Section 113

A

Circumstances Where Board May Appoint Auditor

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50
Q

Companies Act, 2063 - Section 115

A

Functions, Duties and Powers of Auditor

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51
Q

Companies Act, 2063 - Section 119

A

Removal of Auditor

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52
Q

Companies Act, 2063 - Section 177

A

Amalgamation of Companies

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53
Q

Companies Act, 2063 - Section 179

A

Issue of Bonus Shares

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54
Q

(Sec) Liability of Members Limited by Shares

A

Companies Act, 2063 - Section 8

55
Q

(Sec) Company to be Incorporated as Public Company (for certain businesses like insurance)

A

Companies Act, 2063 - Section 12

56
Q

(Sec) Conversion of Private Company into Public Company

A

Companies Act, 2063 - Section 13

57
Q

(Sec) Conversion of Public Company into Private Company

A

Companies Act, 2063 - Section 14

58
Q

(Sec) Pre-incorporation Contracts

A

Companies Act, 2063 - Section 17

59
Q

(Sec) Matters to be Stated in Memorandum of Association

A

Companies Act, 2063 - Section 18

60
Q

(Sec) Amendment to Memorandum and Articles of Association

A

Companies Act, 2063 - Section 21

61
Q

(Sec) Prospectus to be Published Before Public Issue of Securities

A

Companies Act, 2063 - Section 23

62
Q

(Sec) Duty to Abide by Prospectus

A

Companies Act, 2063 - Section 24

63
Q

(Sec) Nominal Value of Shares and Amount to be Demanded with Application

A

Companies Act, 2063 - Section 27

64
Q

(Sec) Allotment of Shares

A

Companies Act, 2063 - Section 28

65
Q

(Sec) Issue of Shares at Premium

A

Companies Act, 2063 - Section 29

66
Q

(Sec) Issue of Shares with Differential Rights

A

Companies Act, 2063 - Section 30

67
Q

(Sec) Share Certificate

A

Companies Act, 2063 - Section 33

68
Q

(Sec) Debentures

A

Companies Act, 2063 - Section 35

69
Q

(Sec) Agreement to be Concluded with Debenture Trustee

A

Companies Act, 2063 - Section 36

70
Q

(Sec) Restriction on Transfer of Shares

A

Companies Act, 2063 - Section 44

71
Q

(Sec) Substantial Shareholder

A

Companies Act, 2063 - Section 50

72
Q

(Sec) Inventory of Shares, Debentures and Loans

A

Companies Act, 2063 - Section 51

73
Q

(Sec) Calls on Shares and Forfeiture of Shares

A

Companies Act, 2063 - Section 53

74
Q

(Sec) Right Share

A

Companies Act, 2063 - Section 56

75
Q

(Sec) Reduction of Share Capital

A

Companies Act, 2063 - Section 57

76
Q

(Sec) Buy-Back of Shares

A

Companies Act, 2063 - Section 61

77
Q

(Sec) Prohibition on Issue of Shares at Discount

A

Companies Act, 2063 - Section 64

78
Q

(Sec) Preference Shares

A

Companies Act, 2063 - Section 65

79
Q

(Sec) General Meetings (Notice, Place)

A

Companies Act, 2063 - Section 67

80
Q

(Sec) Restriction on Attendance and Voting in General Meeting

A

Companies Act, 2063 - Section 70

81
Q

(Sec) Proxy

A

Companies Act, 2063 - Section 71

82
Q

(Sec) Quorum for General Meeting

A

Companies Act, 2063 - Section 73

83
Q

(Sec) Chairman of General Meeting and Voting

A

Companies Act, 2063 - Section 74

84
Q

(Sec) Annual General Meeting (AGM)

A

Companies Act, 2063 - Section 76

85
Q

(Sec) Matters to be Discussed in AGM

A

Companies Act, 2063 - Section 77

86
Q

(Sec) Report to be Submitted to Office Before Holding AGM

A

Companies Act, 2063 - Section 78

87
Q

(Sec) Returns to be Submitted to Office

A

Companies Act, 2063 - Section 81

88
Q

(Sec) Extra-ordinary General Meeting (EGM)

A

Companies Act, 2063 - Section 82

89
Q

(Sec) Special Resolution

A

Companies Act, 2063 - Section 83

90
Q

(Sec) Appointment of Directors

A

Companies Act, 2063 - Section 87

91
Q

(Sec) Qualifications and Disqualifications of Directors

A

Companies Act, 2063 - Section 89

92
Q

(Sec) Remuneration, Allowance, Reward etc. of Directors

A

Companies Act, 2063 - Section 91

93
Q

(Sec) Disclosure of Interest by Director

A

Companies Act, 2063 - Section 92

94
Q

(Sec) Functions, Duties and Powers of Board of Directors

A

Companies Act, 2063 - Section 95

95
Q

(Sec) Meetings of Board of Directors (Quorum, Minutes)

A

Companies Act, 2063 - Section 97

96
Q

(Sec) Acts Done Beyond Authority but Within Company’s Power (Ratification)

A

Companies Act, 2063 - Section 103 & 104

97
Q

(Sec) Restrictions on Powers of Board of Directors

A

Companies Act, 2063 - Section 105

98
Q

(Sec) Validity of Acts of Directors Whose Appointment is Invalid

A

Companies Act, 2063 - Section 106

99
Q

(Sec) Annual Financial Statements and Director’s Report

A

Companies Act, 2063 - Section 109

100
Q

(Sec) Appointment of Auditor

A

Companies Act, 2063 - Section 111

101
Q

(Sec) Qualifications and Disqualifications of Auditor

A

Companies Act, 2063 - Section 112

102
Q

(Sec) Circumstances Where Board May Appoint Auditor

A

Companies Act, 2063 - Section 113

103
Q

(Sec) Functions, Duties and Powers of Auditor

A

Companies Act, 2063 - Section 115

104
Q

(Sec) Removal of Auditor

A

Companies Act, 2063 - Section 119

105
Q

(Sec) Amalgamation of Companies

A

Companies Act, 2063 - Section 177

106
Q

(Sec) Issue of Bonus Shares

A

Companies Act, 2063 - Section 179

107
Q

(Companies Act, 2063) - Company:

A

Means a company incorporated under this Act.

108
Q

(Companies Act, 2063) - Private Company:

A

Means a private company incorporated under this Act, with restrictions on the number of shareholders and transferability of shares.

109
Q

(Companies Act, 2063) - Public Company:

A

Means a company other than a private company, with a minimum number of shareholders and no restriction on the maximum, and allows public subscription of shares.

110
Q

(Companies Act, 2063) - Holding Company:

A

Means a company having control over a subsidiary company.

111
Q

(Companies Act, 2063) - Subsidiary Company:

A

Means a company controlled by a holding company.

112
Q

(Companies Act, 2063) - Foreign Company:

A

Means a company incorporated outside Nepal.

113
Q

(Companies Act, 2063) - Listed Company:

A

Means a public company which has its securities listed in the stock exchange.

114
Q

(Companies Act, 2063) - Company not distributing profits:

A

Means a company incorporated under conditions that it shall not be entitled to distribute or pay to its members any dividends or any other moneys out of the profits earned or savings made for the attainment of any objectives.

115
Q

(Companies Act, 2063) - Memorandum of Association:

A

Contains the fundamental conditions upon which alone the company can be incorporated, defines the objects of the company’s formation and the utmost possible scope of its operations.

116
Q

(Companies Act, 2063) - Articles of Association:

A

Contains the regulations which govern the management of its internal affairs and the conduct of its business, defines the duties, rights, powers and authority of the shareholders and the directors.

117
Q

(Companies Act, 2063) - Prospectus:

A

Means a prospectus required to be published by a body corporate prior to the public issue of securities, inviting offers from the public for the subscription or purchase of any shares in or debentures of a body corporate.

118
Q

(Companies Act, 2063) - Share:

A

Means the divided portion of the share capital of a company.

119
Q

(Companies Act, 2063) - Debenture:

A

Means any bond issued by a company whether putting its assets as collateral or not, acknowledging a loan made to the company and providing for the payment of interest.

120
Q

(Companies Act, 2063) - Debenture Trustee:

A

Means a body corporate undertaking the responsibility for the protection of interests of debenture-holders at the time of issuance of debentures by a company.

121
Q

(Companies Act, 2063) - Substantial Shareholder:

A

Means a shareholder holding 5% or more of paid-up capital of public company in his name or through his agent.

122
Q

(Companies Act, 2063) - Special Resolution:

A

Requires a majority of at least 75% of the votes cast in a general meeting.

123
Q

(Companies Act, 2063) - Related Party:

A

Includes director, his/her close relative, or substantial shareholder.

124
Q

(Companies Act, 2063) - Close Relative:

A

Means a partition shareholder in a joint family or husband, wife, father, mother, mother-in-law, father-in-law, elder brother, younger brother, elder sister, younger sister, sister-in-law (elder or younger brother’s wife), brother-in-law, sister-in-law, brother-in-law (husband of elder sister), uncle, aunt, maternal uncle, maternal aunt, son, daughter, daughter-in-law, grand-son, grand-daughter, grand-daughter-in-law or son-in-law.

125
Q

What is the maximum proportion of shares that can be granted to the promoter or any other person in a company registered as a startup enterprise in consideration other than cash?

A

In the case of a company registered as a startup enterprise

126
Q

What is the general limit for granting shares to the promoter or any other person in any form other than cash as a percentage of the paid-up capital?

A

The granting of shares to the promoter or any other person in any form other than cash shall not exceed twenty percent of the paid-up capital of the company.

127
Q

How many years of audited financial statements need to be provided to the Office when seeking approval to issue shares at a premium price

A

as per the deleted provision of Section 29(4)?

128
Q

What is the minimum number of independent directors required on the board of a public company having up to 7 directors?

A

A public company having up to 7 directors must have a minimum of one independent director.

129
Q

What is the minimum number of independent directors required on the board of a public company having more than 7 directors?

A

A public company having more than 7 directors must have a minimum of two independent directors.

130
Q

What is the minimum Eligibility age to be appointed as a director of a public company?

A

The minimum age to be eligible to be appointed as a director of a public company is twenty-one years.

131
Q

If a person is convicted of an offense of corruption

A

what is the minimum period that must have lapsed from the expiry of such sentence to be eligible to be appointed as a director of a public company?

132
Q

What percentage discount on penalty is given for late submission of details

133
Q

What is the minimum percentage of total directors required to attend a board of directors meeting to constitute a quorum?

A

At least fifty-one percent of the total number of directors of the company must attend a meeting of the board of directors to constitute a quorum.