Chapter 11 
Miscellaneous Arrangements  

(1) His Majesty's Government may direct all companies or any particular company to furnish the prescribed information or statistics within the prescribed time-limit in respect to their respective business or position. 

(2) His Majesty's Government may inspect records in the possession of the concerned company in connection with the information or statistics furnished to it in accordance with the order issued under Sub-Section  (1). 

141. Outgoing Official Hand Over Document to Successor  

(1) Any director, managing agent, or any other official or employee or the company shall, on the exiry of his tenure of office, hand over the documents in his charge to the official or employee who is appointed to replace him or to perform his functions, within thirty-five days from the date of such expiry. In case outgoing official hands over such documents, his successor shall takes charge thereof. 

142. Conversion of Private Company into a Public Company 

In case it is required to convert any private company into a public company by reason of its number of members exceeding fifty or for any other reason, the shareholders shall submit an application to the appropriate department. On receipt of such application, the appropriate department shall liquidate such private company and register it as a public company. 

142A. Company Law Advisory Board  

In case His Majesty's Government so desires, it may form a company Law Advisory Board by notification in the Nepal Rajapatra in order to provide necessary advice to the appropriate department in matters relating to the implementation of this act. The functions, duties and powers of such Board shall be as prescribed in such notification. 

142B.  Amalgamation of Companies  

(1) One company may be amalgamated with another with the approval of the appropriate department if both companies present special resolutions to that effect in their respective general meetings or shareholders and if such resolutions are passed. 

Provided that a public company shall not be amalgamated with a private company. 

(2) For approval to amalgamation  company with another according to sub-Section (1), an application must be submitted to the appropriate department mentioning the following particulars, and the appropriate department may grant approval on the basis thereof : 

(a) Decision of the general meeting according to Sub-Section (1). 

(b) The final balance-sheet and audit report of the company which is to be amalgamated. 

(c) Copies of the written consent of the creditors of both companies. 

(d) Valuation of the movable and immovable assets of the company which is to be amalgamated, accuracy of its assets and liabilities, and particulars of its machinery, raw materials, auxiliary raw materials, and finished goods. 
 
(e) Decision taken by both the companies in respect to the predators and workers and employees of the company which is to be amalgamated. 

(3) After obtaining the approval of the appropriate department under  Sub-Section (2), all the assets and liabilities of the company which is to be amalgamated shall be deemed to have been transferred to the company which has amalgamated it with itself and the company shall be deemed to have been amalgamated from the date of receipt of such approval. 

(4) The appropriate department shall record in the register of the company which has been amalgamated under Sub-Section (3) that the company through a decision of such and such date, and the concerned company shall be deemed to have been ipso facto dissolved without going through the process of liquidation. 

143. Power of Appropriate Department to Issue Directives  

In case the appropriate department is notified, along with evidence, that the director, managing agent, or any other administrative officer of the company has not performed or is not performing any functions as required under this act or the articles   of the company, or his acted or is acting in contravention of this act of the articles of the company, it shall conduct or direct  necessary investigations into the matter and then issue necessary directives to the concerned director, managing agent or officer, to perform such functions as they are required to do or to refrain from performing those functions they are prohibited to do, and it shall be the duty of the person receiving such directive to not accordingly. 

143A. Bonus Shares  

A company must notify the appropriate department before issuing bonus shares. In case the appropriate department has issued any directive on receipt of such notice, the company must issue bonus shares on the basis of such directors. 

143B Loans to Subsidiary Companies  

A public company must notify the appropriate department before granting loans to its subsidiary companies. In case the appropriate department has issued any directive on receipt of such notice, the public company must grant loans ot its subsidiary companies on the basis of such directives. 

143C. Share in the Form of Reward :  

(1) The promoters or directors may grant shares to any one form among themselves in the form of reward for having helped in the establishment of the company. 

(2) The shares to be granted under Sub-Section (1) shall not exceed five percent of the total issued capital. 

(3) The number of shares to be granted as reward under Sub-Section (1) must be explicitly mentioned in the prospectus of the company. 

143D. Prohibition to Sell or Purchase Shares  

The directors of a public limited company must not sell or purchase the shares of their on company or those of its subsidiary company in their own name or in the name of their family without informing the appropriate department in advance so long as they remain in office. In case the sale or purchase of shares carried out without furnishing such information subsequently comes to light, such shares shall be forfeited by the appropriate department. 

Provided that it shall not be necessary to inform the appropriate department to sell or purchase the additional shares issued by the company or by a subsidiary company in order to increase  its capital. 

144. Action Taken in contravention of this Act to be Invalid  

Unless otherwise provided for in this act on the articles or otherwise meant with reference to the subject or context, in case any action required to be taken under this act or the articles is not taken or in case any action which is prohibited is taken in any company or in respect to any company, such action shall be invalid. 

145. Power of Appropriate Department to Amend Specimen Forms Indicated  in Schedules  

The appropriate department may effect necessary amendments in any specimen form contained in the Schedules, and in case any such amendment is effected, only such specimens as are so amended shall be used. 

145A. Arrangement Relating to Sale or Purchase of Securities  

Arrangements for the sale or purchase of the securities of  the company must be made through which has acqucced permission to deal in securities.