A public company must hold its first AGM within one year after receiving approval to commence business and thereafter hold an AGM within six months after the end of each financial year.
Private companies
Private companies require more careful analysis. Where a private company’s Articles provide for an AGM, the statutory AGM rules apply. However, section 148 allows a private company not to hold an AGM where a unanimous shareholder agreement validly provides that no AGM will be held during the agreement period.
AGM business
Typical AGM business includes:
- audited annual financial statements;
- auditor’s report;
- directors’ report;
- appointment and remuneration of directors where applicable;
- appointment and remuneration of the auditor;
- dividends where lawfully proposed;
- other matters reserved to the general meeting.
Important point
It is incorrect to state that every private company in Nepal must always hold an AGM. The company’s Articles and any unanimous agreement must be checked.