You are viewing the translated version of सञ्चालकहरुको अख्तियारीमा प्रतिबन्ध.
Section 105
Restrictions on the authority of directors
: (1) The board of directors of a public company or a private company receiving a loan from a bank or financial institution shall not be allowed to do any of the following without passing a special resolution from the general meeting of shareholders:-
(a) not to give away the rights of more than seventy percent of one or more businesses (undertakings) conducted by him to anyone through business sale, donation, box, bequest or any other way,
(b) In the course of regular commercial transactions, except for the loan facility taken by the company from a bank or financial institution for a period of less than six months, to take a loan exceeding the total amount of its paid-up capital and accumulated profit (free reserve),
(c) Expenditure on grants, donations, gifts etc. given to employees of the company or for the promotion of their business, donations of an amount greater than one lakh rupees in one financial year or one percent of the company's net profit for the last three financial years, whichever is less, Grant or donation. However, (1) Nothing in Clause (a) shall affect the right ownership acquired by a person who purchases any property or business of the company at the prevailing market price from a company that conducts the business of buying and selling only movable and immovable property. (2) The provisions of clause (b) shall not apply when a company engaged in banking or financial transactions or insurance business receives deposits or insurance fees from the general public in the course of its regular business.
(2) For the purposes of sub-section (1), the general meeting may prescribe suitable conditions while granting approval.
(a) not to give away the rights of more than seventy percent of one or more businesses (undertakings) conducted by him to anyone through business sale, donation, box, bequest or any other way,
(b) In the course of regular commercial transactions, except for the loan facility taken by the company from a bank or financial institution for a period of less than six months, to take a loan exceeding the total amount of its paid-up capital and accumulated profit (free reserve),
(c) Expenditure on grants, donations, gifts etc. given to employees of the company or for the promotion of their business, donations of an amount greater than one lakh rupees in one financial year or one percent of the company's net profit for the last three financial years, whichever is less, Grant or donation. However, (1) Nothing in Clause (a) shall affect the right ownership acquired by a person who purchases any property or business of the company at the prevailing market price from a company that conducts the business of buying and selling only movable and immovable property. (2) The provisions of clause (b) shall not apply when a company engaged in banking or financial transactions or insurance business receives deposits or insurance fees from the general public in the course of its regular business.
(2) For the purposes of sub-section (1), the general meeting may prescribe suitable conditions while granting approval.