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Section 67
General meeting of the company
: (1) The general meeting of the company will be as follows:-
(a) Annual General Meeting,
(b) Special General Meeting.
(2) At least twenty-one days before the annual general meeting of the public company and at least fifteen days before the special general meeting, the shareholders shall be notified of the meeting place, date and topics to be discussed at the address provided by them to the company. The notice of that matter should be published at least twice in the daily newspapers of the national level. However, if a postponed general meeting is convened and no new issues are discussed in such meeting, notice of the meeting shall be deemed to have been duly given if at least seven days prior notice of the meeting is published in a national-level daily newspaper.
(3) Except in the following cases, no decision can be taken in the general meeting on matters not previously notified in accordance with sub-section (2):-
(a) Except as otherwise written in other sections of this Act, if the shareholders representing sixty-seven percent of the total shares of the company entitled to vote in the general meeting attend by themselves or through their representatives and vote in favor of making a decision on a matter,
(b) If there is any matter notified for discussion in an adjourned general meeting.
(4) Unless the office gives prior permission to hold a general meeting elsewhere, the general meeting of a public company shall be held in the district where the registered office of such company is located or in a place accessible to the majority of the shareholders. However, unless otherwise provided in the regulations of a private company, the general meeting of such company may be held at any place within or outside the state of Nepal.
(5) The company shall keep a list containing the names, addresses and number of shares held by the existing shareholders at the place of meeting for inspection by the shareholders.
(6) In the general meeting, the matter included in the discussion list sent with the notice of such meeting will be discussed and decided first.
(7) The person presiding over the general meeting may adjourn the meeting as necessary. June General AssemblyBefore or after the day of the adjourned meeting, any matter notified in accordance with this Act may be discussed and decided in the adjourned meeting.
(8) The meeting held before and after the adjournment shall have equal rights. The resolution passed in the adjourned meeting shall be deemed to have been passed on the date of the adjourned meeting.
(9) If an organized organization has purchased the shares of a company, the person appointed by such organized organization shall be entitled to participate and vote in the general meeting of the company on behalf of such organization.
(10) Failure to send the notice of the general meeting to the address of the shareholder of a listed company by mistake or the fact that a shareholder has not received the notice sent to the address provided to such company shall not invalidate the proceedings of any general meeting.
(11) Notwithstanding anything written elsewhere in this section, the general meeting of the private company and its procedure shall be as provided in the regulations or in the unanimous agreement. In the absence of such provisions, the provisions of this Act shall apply.
(12) Other provisions related to the procedure of the general meeting shall be as written in the company's regulations.
(a) Annual General Meeting,
(b) Special General Meeting.
(2) At least twenty-one days before the annual general meeting of the public company and at least fifteen days before the special general meeting, the shareholders shall be notified of the meeting place, date and topics to be discussed at the address provided by them to the company. The notice of that matter should be published at least twice in the daily newspapers of the national level. However, if a postponed general meeting is convened and no new issues are discussed in such meeting, notice of the meeting shall be deemed to have been duly given if at least seven days prior notice of the meeting is published in a national-level daily newspaper.
(3) Except in the following cases, no decision can be taken in the general meeting on matters not previously notified in accordance with sub-section (2):-
(a) Except as otherwise written in other sections of this Act, if the shareholders representing sixty-seven percent of the total shares of the company entitled to vote in the general meeting attend by themselves or through their representatives and vote in favor of making a decision on a matter,
(b) If there is any matter notified for discussion in an adjourned general meeting.
(4) Unless the office gives prior permission to hold a general meeting elsewhere, the general meeting of a public company shall be held in the district where the registered office of such company is located or in a place accessible to the majority of the shareholders. However, unless otherwise provided in the regulations of a private company, the general meeting of such company may be held at any place within or outside the state of Nepal.
(5) The company shall keep a list containing the names, addresses and number of shares held by the existing shareholders at the place of meeting for inspection by the shareholders.
(6) In the general meeting, the matter included in the discussion list sent with the notice of such meeting will be discussed and decided first.
(7) The person presiding over the general meeting may adjourn the meeting as necessary. June General AssemblyBefore or after the day of the adjourned meeting, any matter notified in accordance with this Act may be discussed and decided in the adjourned meeting.
(8) The meeting held before and after the adjournment shall have equal rights. The resolution passed in the adjourned meeting shall be deemed to have been passed on the date of the adjourned meeting.
(9) If an organized organization has purchased the shares of a company, the person appointed by such organized organization shall be entitled to participate and vote in the general meeting of the company on behalf of such organization.
(10) Failure to send the notice of the general meeting to the address of the shareholder of a listed company by mistake or the fact that a shareholder has not received the notice sent to the address provided to such company shall not invalidate the proceedings of any general meeting.
(11) Notwithstanding anything written elsewhere in this section, the general meeting of the private company and its procedure shall be as provided in the regulations or in the unanimous agreement. In the absence of such provisions, the provisions of this Act shall apply.
(12) Other provisions related to the procedure of the general meeting shall be as written in the company's regulations.