Directors in Companies act and BAFIA

Similar provisions in Companies Act and BAFIA for directors
Qualifications - 
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Companies Act 2063BAFIA 2073
As per AOA. If any regulating authority requires any qualifications, such qualifications5 years of experience in foreign, national bank- Director, employee or officer of GON
--3 years of experience + Bachelors
--Masters in related subjects
--For Independent Directors - A, B - Masters. C, D - Bachelors. D- as prescribed
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Disqualifications
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Companies ActBAFIA
Not attained 21 years of ageNot Attained 25 years of age
Insolvent- 5 years not passedInsolvent in Nepal or Foreign
Convicted of offence involving corruption or moral turpitude - 3 years for private companies has not passedConvicted of an offense involving moral turpitude, 10 years not passed
Convicted of offence involving fraud, theft, forgery - 3 years has not passedConvicted for theft, fraud, forgery, corruption, moral turpitude, banking offence, sentenced, 10 years has not passed
160 - 1 year has not passed. 161- 6 months has not passed﻿
Director in another company not submitted returns as per section 80 and not paid fines as per 81﻿
Director, SS, Auditor, officer in other company with same objectives. shall not apply to private companyDirector or employee of any other BFI or other institutions involved in deposit collection or insurance or related services
Not to be director in another listed company or receiving remuneration other than meeting allowance from any other listed company﻿
Revocation of license of any other company by a regulating authority of a company in which such company the person is a directorPunished by a regulatory authority 5 years has not elapsed.
unsound mindUnsound Mind
Personal interest of any kind with the companyBorrower, Auditor, Advisor of BFI or having self-interest
Failed to pay the dues payable to the companyBlacklisted or is in defaulter list - 3 years has not elapsed after removal of name
Prevailing law prescribes qualification which the person doesn't have﻿
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Acquired Membership of Stock Exchange as a Securities Dealer or Merchant Banker
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Serving as a director in a licensed institution
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Not Subscribed minimum number of shares
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Serving employee of GON or corporate body owned by GON or NRB or BFI
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Failed to pay Tax pursuant to laws in force
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Imprisonment sentence not completed and fine is unpaid
Independent Director Disqualifications
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Director, auditor, officer, advisor of the company and 3 years has not lapsed.Shares holding more than 0.1% of the shares
Auditor or the partner of the company﻿
Close relative of the officer of the concerned company﻿
who holds shares of the company﻿
No bachelors degree- no 10 years experience in related field or other fields.﻿
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Discontinuance
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ResignsSame
Resolution of GM to removeshareholders holding 51% shares of a group to remove director selected by that group. Ordinary Resolution
Disqualified as aboveSame
Black listed by BFI - period of blacklisting not expiredAlready included in Disqualification above
Done any act prohibited by this actSame
Held by a court to have done any act involving dishonestyNRB directs  to remove because of acting against depositors interest
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Tenure
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Private Company - As specified in the articles. Public - 4 years(subject to AOA) + any terms same , Independent Dir - 1 term, not to be re-appointed
Director appointed by GON or other corporate body - so desired, until first GM or vacant director appointed - until next GMsame
Disclosures
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Within 15 days of assuming officeDetails to be obtained as per section 24 within 7 days. Similar provisions
Direct involvement or any kind of personal interest in any kind of contract with the company.Information of significant ownership to be provided in the first meeting
Interest in the appointment of managing director, CS, officerDisclosure of interest in every meeting
Director in another company﻿
Dealings made in the shares or debentures of the company or holding or subsidiary﻿
Disclosures to be made in shares- If he has acquired shares or debentures of the company or holding or subsidiary.(Details, number of shares, class of shares).Also give disclosures when - 1. Going to acquire shares or debentures 2. is in agreement to sell shares 3. assigns the right to subscribe the shares to any other person 4. if authority is granted by holding or subsidiary or sibling subsidiary to acquire shares. 5. assigns the right to subscribe such shares to any other person﻿
Managing director-
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To be selected by the directors amongst themselves SUBJECT to AOA. Number - 1 . Agreement in writing. Term 4 years + any number. MD of one listed company not to be MD of another listed companyChief executive - Same. Re-appointed for one term only
Meetings
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6 times in a year - interval not more than 3 months12 times in  a year not to exceed 60 days
25% directors to make a written requisition1/3rd director to call meeting
SameQuorum - at least 51%
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Companies Act 2063	BAFIA 2073
As per AOA. If any regulating authority requires any qualifications, such qualifications	5 years of experience in foreign, national bank- Director, employee or officer of GON
--	3 years of experience + Bachelors
--	Masters in related subjects
--	For Independent Directors - A, B - Masters. C, D - Bachelors. D- as prescribed

Companies Act	BAFIA
Not attained 21 years of age	Not Attained 25 years of age
Insolvent- 5 years not passed	Insolvent in Nepal or Foreign
Convicted of offence involving corruption or moral turpitude - 3 years for private companies has not passed	Convicted of an offense involving moral turpitude, 10 years not passed
Convicted of offence involving fraud, theft, forgery - 3 years has not passed	Convicted for theft, fraud, forgery, corruption, moral turpitude, banking offence, sentenced, 10 years has not passed
160 - 1 year has not passed. 161- 6 months has not passed
Director in another company not submitted returns as per section 80 and not paid fines as per 81
Director, SS, Auditor, officer in other company with same objectives. shall not apply to private company	Director or employee of any other BFI or other institutions involved in deposit collection or insurance or related services
Not to be director in another listed company or receiving remuneration other than meeting allowance from any other listed company
Revocation of license of any other company by a regulating authority of a company in which such company the person is a director	Punished by a regulatory authority 5 years has not elapsed.
unsound mind	Unsound Mind
Personal interest of any kind with the company	Borrower, Auditor, Advisor of BFI or having self-interest
Failed to pay the dues payable to the company	Blacklisted or is in defaulter list - 3 years has not elapsed after removal of name
Prevailing law prescribes qualification which the person doesn't have
	Acquired Membership of Stock Exchange as a Securities Dealer or Merchant Banker
	Serving as a director in a licensed institution
	Not Subscribed minimum number of shares
	Serving employee of GON or corporate body owned by GON or NRB or BFI
	Failed to pay Tax pursuant to laws in force
	Imprisonment sentence not completed and fine is unpaid

Director, auditor, officer, advisor of the company and 3 years has not lapsed.	Shares holding more than 0.1% of the shares
Auditor or the partner of the company
Close relative of the officer of the concerned company
who holds shares of the company
No bachelors degree- no 10 years experience in related field or other fields.

Resigns	Same
Resolution of GM to remove	shareholders holding 51% shares of a group to remove director selected by that group. Ordinary Resolution
Disqualified as above	Same
Black listed by BFI - period of blacklisting not expired	Already included in Disqualification above
Done any act prohibited by this act	Same
Held by a court to have done any act involving dishonesty	NRB directs to remove because of acting against depositors interest

Private Company - As specified in the articles. Public - 4 years(subject to AOA) + any terms	same , Independent Dir - 1 term, not to be re-appointed
Director appointed by GON or other corporate body - so desired, until first GM or vacant director appointed - until next GM	same

Within 15 days of assuming office	Details to be obtained as per section 24 within 7 days. Similar provisions
Direct involvement or any kind of personal interest in any kind of contract with the company.	Information of significant ownership to be provided in the first meeting
Interest in the appointment of managing director, CS, officer	Disclosure of interest in every meeting
Director in another company
Dealings made in the shares or debentures of the company or holding or subsidiary
Disclosures to be made in shares- If he has acquired shares or debentures of the company or holding or subsidiary.(Details, number of shares, class of shares).Also give disclosures when - 1. Going to acquire shares or debentures 2. is in agreement to sell shares 3. assigns the right to subscribe the shares to any other person 4. if authority is granted by holding or subsidiary or sibling subsidiary to acquire shares. 5. assigns the right to subscribe such shares to any other person

6 times in a year - interval not more than 3 months	12 times in a year not to exceed 60 days
25% directors to make a written requisition	1/3rd director to call meeting
Same	Quorum - at least 51%