Any basic decision for a company has to come through meetings. The meeting conducted by a registered company has to be guided and conducted as per the directives of the Company Act, 2063.
There are different types of meetings that can be called for different purposes. The meeting type is sorted according to the purpose. These meetings can be exercised by public/non-profit and private companies.
41. Permission to Hold General Meetings Must be Obtained
(1) Every public company shall hold a general meeting in the district where it has its registered office.
(2) Notwithstanding anything contained in subsection (1), the Board of Directors may, by decision, hold a general meeting at a place suitable for most of the shareholders attached to the district where the company has a registered office.
(3) A shareholder who buys 10% of the paid-up capital of the company after the notice of holding a general meeting as per subsection (2) has been published shall be at least 14 days before the date of such meeting and 7 days before the special general meeting, can apply to the office first.
(4) If the application received pursuant to subsection (3) is deemed reasonable, the office may direct the company to hold the general meeting in the district where the registered office is located within 7 days from the date of receipt of the application. Thus, the purpose of instructing the company to hold a general meeting in accordance with the Act for which the general meeting is to be held will not be counted.
(5) If the company wishes to hold a general meeting in a district other than subsections (1) and (2), the company shall submit an application to the office. In such a petition, a clear reason for the compulsion to hold a general meeting in another district should be disclosed, and written evidence confirming that reason should also be attached.
(6) In case of application as per subsection (5), the office shall allow the general assembly to be held elsewhere in the district only if it deems it appropriate and reasonable. Information of such approval or rejection shall be given to the applicant company within a maximum of 7 days from submission as per subsection (5).
42. Documents to be Sent Along With the Notice of the Annual General Meeting
(1) The company shall send the following documents to each shareholder at the address provided to the company and the Annual General Meeting notice.
a. Annual Financial Statement
b. Report of the Board of Directors
c. Auditor's Report
d. Proposal to be submitted to the General Assembly
(2) Notwithstanding anything written in subsection (1), the listed company may send a brief financial statement to the shareholder instead of the annual financial statement and the board of directors' report.
43. The Organization may Appoint a Representative
(1) A representative (proxy) may be appointed in accordance with the prevailing law. Only a natural person is qualified to enter into an agreement to attend a general meeting and exercise their vote. A proxy cannot be signed by an organized organization or any other artificial person.
(2) If any organization is a shareholder of the company, the organized organization shall not be allowed to appoint a proxy as per subsection (1).
(3) If an organization is a shareholder of a company, it may have any of its office bearers or other people eligible for the contract as a representative to attend the general meeting and exercise its vote.
(4) As per the decision of the Board of Directors of the concerned organization or if the authority has been delegated to any official from the Board of Directors to appoint a representative, only such authorized official may appoint a representative of the organization as per subsection (3).
44. Quorum Number
(1) The quorum for the general meeting of a private company is as written in the rules of such a company. The private company may determine such quorum based on the minimum number of shareholders present at the general meeting or the minimum percentage of the total shares to be represented.
(2) The quorum of the general meeting of each public company must meet the following mentioned two conditions:
(a) Shareholders or shareholders representing more than 50% of the total number of shares distributed shall be present at such a general meeting.
(b) At least three out of the total shareholders must be present in such a general meeting.
(3) A public company may specify a quorum more than the quorum mentioned in subsection (2) of the Articles of Association. But quorum cannot be less than that.
(4) Notwithstanding anything contained in subsection (2), the presence of at least three of the total shareholders in the general meeting of another public company established by a public company shall not be mandatory.
However, even at the general meeting of such a company, the shareholders representing more than 50% of the total number of shares of the company should be present.
(5) Notwithstanding anything contained in subsection (2), if the Development Committee constituted as per the prevailing law under the prevailing law with full or partial ownership of the Government of Nepal under the Companies Act, 2063 has been transformed into a public company. The presence of at least three of the total shareholders in the meeting will not be mandatory.
However, even at the general meeting of such a company, the shareholders representing more than 50% of the total number of shares of the company must have been present.
(6) The quorum of a company which does not distribute profits without the presence of more than 50% of the total members shall not be deemed to have been reached.
45. Disclosure in the Report
(1) The close relative of the operator or office bearer of a public company, office, securities board, or any other regulatory body regulating such company should be submitted to the office as per sub-section (4) of section 109 of the Act must be open.
(2) In the report pursuant to subsection (1), the following details should be disclosed:
a. The name, home address and position of such employee or official working in the office, securities board or regulatory body.
b. Which of the company's managers or officers is a close relative, and what is the relationship between them, and
c. The said relatives work in the office, securities board or any other regulatory body.
46. Provisions Regarding the Annual General Meeting of a Private Company
(1) The private company holding the annual general meeting shall have to hold the annual general meeting within the period mentioned in the Articles of Association.
(2) Pursuant to subsection (1), the company may directly contact the attendees to convene the annual general meeting of the private company within the period mentioned in the Articles of Association.
47. Failure to Submit the Details will Result in Personal Responsibility
(1) Failure to submit the details, information or information to be submitted to the office in accordance with the Act will result in a personal penalty to the Chief Executive Officer, Company Secretary and other responsible officials. The company will not bear the amount of the fine from its own funds.
(2) The amount of fine to be borne pursuant to subsection (1) shall be borne by the responsible operator or official.
(3) There shall be separate fines for details or information.
(4) If the company has not been able to submit such information or information to the office due to the failure of the shareholder, operator or official to provide the information to the company, only shareholders, operators or office bearers will have to bear the fee due to the office.
(5) Pursuant to section 81 of the Companies Act, the concerned company or the Board of Directors shall be obliged to pay the fine or the fee due to the prevailing computer system or other reasons.