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Chapter-2 Establishment, capital and provision

3. Establishment of the Corporation: (1) There shall be established a Corporation by the name of the Nepali Language Publication Corporation.

(2) The Corporation shall be an autonomous body corporate with perpetual succession. This Corporation shall have a separate seal of its own for all of its activities. It may, subject to this Act and the prevailing Nepal laws, acquire, use, sell and transmit any movable and immovable property. It may sue by its name and be also sued by the same name.

(3) The head office of the Corporation shall be situated in Kathmandu, and it shall be lawful for the Corporation to appoint agents, and establish sales centers within …….4 Nepal or in foreign countries.

4. Capital, share and shareholders: (1) The preliminary authorized capital of the Corporation shall be One Million Rupees. The amount shall be divided into a total of One Hundred Thousand shares. The preliminary authorized capital of the Corporation may be altered with the approval of the Government of Nepal.

(2) The Government of Nepal may subscribe a maximum of Sixty percent out of the share capital issued by the Corporation, and the other remaining shares shall be sold to the general people and governmental or other bodies.

(3) Each share shall be indivisible.

(4) Restriction may generally be made on the sale of shares in excess of 500 (Five Hundred) shares to any person or body corporate other than a cooperative body.

(5) The liability of shareholders of the Corporation shall be limited.

5. Disqualification for shareholder: Any person, other than a citizen of Nepal or a company or cooperative body registered under the Nepal laws or corporation or body corporate established under the Nepal Act, shall not be
entitled to subscribe shares of, or be a shareholder of the Corporation, without obtaining the permission of the Government of Nepal.

6. Power to receive grant and borrow loan: The Corporation may borrow cash or in-kind or accept a grant as required to increase its working capital, in accordance with a resolution adopted by the general meeting, after the provision of the general meeting has been made, and failing the provision of the general meeting, by obtaining approval of the Government of Nepal, until the provision of the general meeting is made. Provided that, even after the provision of the general meeting has been made, the Corporation shall not borrow a loan or accept a grant from
any foreign agency without obtaining approval of the Government of Nepal.

7. Management: The Board shall look after, direct and manage all the functions and affairs of the Corporation, except as otherwise mentioned in this Act or the Rules, Bye-laws framed under this Act. Provided that, the Board may so delegate such duties and powers, out of the duties and powers set forth in this Act or the Rule or Bye-laws
framed under this Act as it deems necessary and appropriate to the managing director or a sub-committee consisting of one or more directors or other officers of the Corporation as to be performed and carried out by them.

8. Formation of the Board and tenure of directors: (1) The Board of Directors (hereinafter referred to as “Board”) shall consist of Nine directors, out of whom, Five directors shall be nominated by the Government of Nepal and the remaining Four directors shall be elected by the general meeting of the shareholders.

(2) Pending the provision of election by the general meeting, the remaining Four directors shall also be nominated by the Government of Nepal.

(3) The Government of Nepal shall appoint as the chairperson of the Board from amongst the directors.

(4) The directors nominated pursuant to Sub-section (1) shall, unless dismissed earlier by the Government of Nepal, shall hold office generally for the period set forth in their appointment letter.

(5) The tenure of the directors nominated pursuant to Sub-section (1) shall depend on the pleasure of the Government of Nepal. Provided that:

(a) These directors shall ipso facto relieve of office after the directors have been elected by the general meeting
and assumed their office.

(b) Nothing contained in this Section shall not bar the electing of any such dismissed person to the office of
director.

(6) The tenure of the elected director shall be Four years, and upon the expiration of their tenure, they may be re-elected to the office of director.

9. Disqualification for director: Any of the following persons shall not be eligible to be a director:

(a) Who is a paid employee of the Corporation, or

(b) Who has become insolvent, or  (c) Who is of unsound mind or is insane, or (d) Who is convicted by a court of a criminal offense involving moral turpitude, and sentenced to imprisonment, or (e) Who has obtained any contract in the transaction of the Corporation.

10. Circumstance where director may be removed: The nominated director may be removed by the Government of Nepal and the elected director may be removed by a majority of the shareholders present at the general meeting, in the following circumstance:

(a) If he or she suffers any disqualification set forth in Section 9, or

(b) If he or she absents from the meeting of the Board for more than Three consecutive meetings, without permission of the Board and the reason for such absence is not reasonable in the opinion of the Government of Nepal, in the case of the nominated director, and of the general meeting in the case of the elected director, or

(c) If he or she is proved to have partnership in any contract entered into with the Corporation in violation of Section 16.

11. Resignation of directors and fulfillment of vacancy: (1) Any nominated director may resign from office by giving a notice in writing to the Government of Nepal and any elected director may do so by giving such a notice to the Board. Upon acceptance of resignation, he or she shall be deemed to have abandoned the office.

(2) If the office of a nominated or elected director falls vacant because of his or her death, resignation or any other reason, the vacancy shall be fulfilled by another nomination or election, as the case may be, and such an elected director shall hold the office only for the remainder of the term of the predecessor.

(3) Any acts of the Board already done shall not be invalid by the reason only that any irregularity was made in the formation of the Board or that the office of any director fell vacant.

12. Remuneration of directors: The remuneration of the directors shall be as prescribed.

13. Meetings of the Board:

(1) The meeting of the Board shall be held at such place and time as specified, and the rules of procedures of the Board shall be as prescribed. Meetings of the Board shall be presided over by a director selected by the directors from amongst themselves, in the absence of the chairperson.

(2) If more than Fifty percent of the then directors of the Board are present in a meeting of the Board, the quorum of the Board shall be deemed to have been constituted, and if the meeting is not attended by the quorum, the meeting shall be adjourned.

(3) The decision of a majority of the directors who attend and vote at the meeting of the Board shall be binding. The director presiding over the meeting shall not generally be entitled to vote, but may exercise the casting
vote in the event of a tie.

14. Appointment of managing director, advisers and employees: The Board may appoint one managing director and such other advisers and employees as required for the efficient operation of its functions. Their appointment, terms and conditions of service and emolument (Mehantana) shall be as specified in the Bye-laws. Provided that, the Government of Nepal shall appoint first managing director of the Corporation and shall also fix his or her duties, powers and other terms and conditions of this service. The emolument and other facilities receivable by him or her in accordance with the terms and conditions shall be paid from the fund of the Corporation as specified by the Government of Nepal.

15. To take action against managing director and other employee: (1) If the Government of Nepal is of the opinion that the managing director has misused his or her powers specified by this Act or the Rules, Bye-laws framed under this Act or exercised more powers than those so specified or misappropriate the property or fund of the Corporation, the Government of Nepal may suspend the managing director, and the Board may suspend any other employee if it is of the opinion that such an employee has done so.

(2) The Government of Nepal may cause inquiries into the managing director suspended pursuant to Sub-section (1) to be carried out by such a judge of the Court of Appeal5 or a person who has qualification to be such judge as specified by the Government of Nepal, and the Board may cause such inquires about the other employees to be carried out by a person whom the Board considers appropriate.

(3) The judge or person specified or designated to carry out inquiries under Sub-section (2) shall have all such powers as the district court has in relation to taking depositions, summoning the production of documents and
examining witnesses, for the purposes of this Section.

(4) In view of the reports of such inquiries, the Government of Nepal, in the case of the managing director, and the Board, in the case of the other employees, may order imposing any kind of penalties as specified
in the Rules, Bye-laws.

(5) The managing director who is not satisfied with such an order may make an appeal to the Supreme Court and the other employees who are not satisfied with the same may make an appeal to the Government of Nepal in accordance with the prevailing laws.

(6) The person who is suspended pursuant to Sub-section (1) shall not be entitled to any emolument during the period of suspension. Provided that, if the charge made is not proved and the suspended person is acquitted, such a person shall be entitled to full emolument during the period of suspension.

16. Restriction on director and managing director of the Corporation:

The director and managing director of the Corporation shall not be a partner in any contract with the Corporation.
Provided that, immediately when each director or the managing director knows that he or she has directly or indirectly any concern in any contract made by or proposed to be made by the Corporation or any
contract made by or proposed to be made by any subsidiary body of the Corporation and submitted to the Board of Directors for its consideration, such a director or managing director shall disclose the matter to the meeting of the Board as soon as possible. The matter so disclosed shall be recorded in the minutes, and the concerned director shall not take part in any deliberations or decisions made by the Board in relation to that contract.

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