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Section 106
Acknowledgment of Actions Done
: If it is discovered later that any provision under this Act has not been followed in relation to the appointment of a director, the action taken by such director before it was discovered will not be invalidated by that fact.
Company Act, 2063
Preamble - 0
Chapter - 2
Section 3: Incorporation of the companySection 4: Application for incorporation of companySection 5: Company to be registeredSection 6: Company registration may be refusedSection 7: Company to be an organized bodySection 8: Limitation of LiabilitySection 9: Number of ShareholdersSection 10: Conditions to be followed by the companySection 11: Paid-up capital of public companiesSection 12: A public company that must be a public company to carry out certain transactionsSection 13: Converting a private company into a public companySection 14: Conversion of a public company into a private companySection 15: Service of deadline, notice etc.Section 16: Duties and duties of the registrarSection 17: Pre-incorporation agreement
Chapter - 3
Section 18: Memorandum of AssociationSection 19: To be duly printed in the management paperSection 20: RegulationsSection 21: Amendment to Articles of Association or RegulationsSection 22: Articles of Association and Regulations to be publishedSection 23: Prospectus to be publishedSection 24: Accountability of the things written in the prospectusSection 25: Copies to be givenSection 26: Company seal and its use
Chapter - 4
Section 27: Fixed price of shares and applicationSection 28: Allotment of SharesSection 29: Shares of premium price can be issuedSection 30: Shares with different rights and the rights of such shareholdersSection 31: Sending details of shares to the officeSection 32: Dealing in securitiesSection 33: Share CertificateSection 34: Debenture raisingSection 35: Debenture Raising ProcedureSection 36: There should be an agreement between the debenture trustee and the companySection 37: The Debenture Trustee can inquire and demand detailsSection 38: Company to submit periodic statement to Debenture TrusteeSection 39: Rights and Obligations of the Debenture TrusteeSection 40: Debenture Trustee ChargesSection 41: Debenture Trustee to have rights of debenture holderSection 42: Shares or debentures can be sold or mortgagedSection 43: Cancellation of filing of shares or debenturesSection 44: Refusal to register shares or debenturesSection 45: Other conditions of cancellation of share or debenture filingSection 46: Shareholder's and Debenture Holder's Register BookSection 47: Information related to rights in sharesSection 48: Shareholder's AddressSection 49: List of shareholdersSection 50: Basic ShareholdersSection 51: Cost of Shares, Debentures and DebenturesSection 52: Claim on SharesSection 53: Payment of amount for sharesSection 54: Paying the amount of shared sharesSection 55: Deemed entitled to share debenturesSection 56: Rights of the company to alter the share capitalSection 57: Reduction of share capitalSection 58: Procedure for obtaining approval of the court to reduce the share capitalSection 59: Liability of shareholders in shares with reduced capitalSection 60: that directors are liable if the net worth of the company decreasesSection 61: The company should not purchase its own sharesSection 62: The company should not provide any loan or financial assistance to purchase its sharesSection 63: Approval required to start businessSection 64: Shares not to be issued or sold at a discountSection 65: Preference sharesSection 66: Prohibition on minors and persons ineligible to enter into contracts according to lawSection 66A: कर्मचारी शेयर बिक्री योजना
Chapter - 5
Section 67: General meeting of the companySection 68: Directors must be presentSection 69: Legitimacy of the meetingSection 70: Condition of not being able to participate and vote in the meetingSection 71: Right to vote in the general meetingSection 72: Provision for voting during the election of directorsSection 73: QuorumSection 74: Discussion and decisionSection 75: Details to be keptSection 76: Annual General MeetingSection 77: Matters to be presented and decided at the annual general meetingSection 78: Report to be submitted to the officeSection 79: Preparation of documents for the annual general meetingSection 80: Submitting Annual StatementSection 81: Penalty for not sending detailsSection 82: Special General MeetingSection 83: Special proposal to be submittedSection 84: Arrangement for sending summary financial statement to shareholdersSection 85: Registration number to be mentioned
Chapter - 6
Section 86: Board of directors and number of directorsSection 87: Appointment of directorsSection 88: Shares to be taken for the purpose of being a directorSection 89: Inability to be appointed or hold the position of directorSection 90: Tenure of directorsSection 91: Remuneration, Allowances, Rewards, etc. of DirectorsSection 92: Operators should be informedSection 93: Dealings with companies in which directors are involvedSection 94: The director should inform about the sharesSection 95: Rights and Duties of the Board of DirectorsSection 96: Appointment of managing director and management of the companySection 97: Meeting of the board of directorsSection 98: Notice of the meeting of the board of directorsSection 99: Accountability and responsibility of the directorsSection 100: Disclosure of securitiesSection 101: Prohibition on providing loans to officers or shareholdersSection 102: Officers should not give false statementsSection 103: Transactions with other persons and jurisdiction of the companySection 104: to be binding on the CompanySection 105: Restrictions on the authority of directorsSection 106: Acknowledgment of Actions DoneSection 107: Register book of director and company secretary
Chapter - 8
Section 110: Auditors to be appointed by the companySection 111: Appointment of auditorsSection 112: Inability to be appointed auditorSection 113: The office can appoint an auditorSection 114: Accounts and accounts to be given Section 115: Duties and Duties of the AuditorSection 116: Auditor's accuracy in the audit reportSection 117: Notice to be givenSection 118: Auditor's RemunerationSection 119: Dismissal of an appointed auditor
Chapter - 10
Section 126: Dissolution (Liquidation) of a company capable of paying debtsSection 127: Appointment of liquidator and auditorSection 128: According to prevailing laws related to DamasahiSection 129: If the company is unable to pay the obligations, an application should be made.Section 130: The liquidator can take over the assets of the companySection 131: LIQUIDATOR'S RIGHTS AND DUTIESSection 132: Cancellation of Company RegistrationSection 133: Creditors and shareholders can complainSection 134: Taking action in case of fraud or fraudSection 135: No Impact on the Rights of Secured Creditors
Chapter - 14
Section 145: Unanimous agreementSection 146: Shareholder's right to inspect accountsSection 147: Details of transactionsSection 148: Annual general meeting not to be heldSection 149: Passing written resolution by a private companySection 150: deemed to have attended the general meetingSection 151: Special discount for companies doing specified transactions
Chapter - 21
Section 172: Company records and use of computerSection 173: which can be converted into a company owned by the Nepalese governmentSection 174: The ex-owner must submit to the current ownerSection 175: Transactions between affiliated companiesSection 176: Prohibition on Transactions between CompaniesSection 177: that can merge the companySection 178: Authority to give instructionsSection 179: Bonus shareSection 180: Actions taken in case of violation of this Act or the regulations will be null and voidSection 181: Company Transaction NoticeSection 182: DividendsSection 183: Investor Protection FundSection 184: Company's OfficeSection 185: Appointment of Company SecretarySection 186: Duties, Duties and Powers of the Company SecretarySection 187: Recognition of the agreement between the shareholdersSection 187A: TheSection 188: After the Companies Ordinance, 2062 has become inoperative, the effect thereof