(1) Until the Government of Nepal appoints a court in accordance with the provisions of this Act, the Government of Nepal shall publish a notice in the Nepal Gazette and constitute a three-member company board consisting of the following chairman and members:-
(a) A District Judge with experience in the field of commercial law after graduation in law or a person who has become or qualified to become a District Judge – Chairman
(b) A person who has been registered as an advocate in accordance with the prevailing law and has practiced law for at least ten years in the field of commercial law or has worked for at least four years in a gazetted second class position of the Nepal Justice Service - member
(c) Graduated in management, commerce or accounting and has worked in the field of company management, tax administration or accounting for at least ten years, or has obtained a professional certificate in accounting and has at least five years of experience in the accounting business - Member
(2) Notwithstanding anything written in clauses (a), (b) or (c) of sub-section (1), any member from among the members of the company advisory board constituted under section 168 who has attained the qualification mentioned in the same clauses shall be appointed by the chairman of the company board formed in accordance with this section or The Government of Nepal may publish a notice in the Nepal Gazette to designate the member to work as a member as well.
(3) The board formed in accordance with sub-section (1) or (2) shall exercise the jurisdiction granted to the court in accordance with this Act.
(4) The board of companies constituted as per sub-section (1) or (2) using the jurisdiction as per sub-section (3) shall do as follows while proceeding and disposing of the case:-
(a) Three members will exercise their jurisdiction collectively. However, if the chairman and one other member are present, the case can be processed and disposed of, and if two members other than the chairman are present, the case can be processed.
(b) If three members are present, the unanimous vote of all members or the majority of two members shall be considered as the decision of the company board.
(c) If only two members are present and the consensus of both members is reached, the decision of the company board will be considered.
(d) In the event that two members are present, if unanimity cannot be reached, in the case of action, if the chairman is present, according to the opinion of the chairman, and if members other than the chairman are present, then according to the opinion of the senior member, and in the case of judgment or final order, the opinion supported by the absent member shall be presented to the absent member first. The decision of the board will be considered.
(e) In the event that three members are present, if the opinions of the three members differ, or if the majority is not established even when the absent member is presented in accordance with clause (d), in the case of action, the opinion of the chairman shall be taken, and in the case of a judgment or final order, the applicant shall go to the court hearing the appeal. It should be declared.
(5) Considering the workload of the case, the company board may maintain its position in any other place within the state of Nepal for a certain period and take action and resolve the case.
(6) The Company Board shall adopt the procedure as per the Summary Procedures Act, 2028 while proceeding and disposing of the case.
(7) According to this section, the party who is not satisfied with the decision made by the company board in relation to any case may appeal to the relevant high court within thirty-five days from the date of receiving the information of the decision.
(8) Remuneration, facilities and other conditions of service of the chairman and members appointed or designated in accordance with this section shall be as prescribed. But the service condition will not be set by reducing the salary and benefits given once.
(9) Notwithstanding anything written in sub-section (1), the company board constituted and maintained in accordance with the Companies Act, 2053 at the time of commencement of this Act shall continue until the formation of the company board in accordance with this Act.
(10) At the commencement of this Act, cases which have been filed in the Company Board as per sub-section (9) and are being processed or are yet to be decided, and the petitions related thereto shall be transferred to the Company Board established in accordance with this Section after the commencement of this Act, and such cases shall be dealt with and disposed of by such Board.