Corporate Laws

(One Paper – Three Hours – 100 Marks)

Corporate Laws is the fourth paper of CAP-III. It  covers 100 marks in total. It is the Group 1 paper. The syllabus you need to cover in CAP-III under “Corporate Laws” is as follows: 

Level of Knowledge : Expert

Course objectives :

— To gain an expert knowledge of Nepalese corporate laws and their practical application.


Course contents for corporate laws

Nepal Chartered Accountants Act 2053 & Regulation 2061.


—  The Institute of Chartered Accountants of Nepal, laws enactment and establishment

—  Composition, function and duties of the Council

—  Accounting Standards Board and Auditing Standards Board, their functions

—  Examination, qualifications and licensing of chartered accountants

—  Membership, types and renewal

—  Disciplinary committee and its functions

—  Punishment

—  Code of ethics

—  Chartered Accountants Act, 2053 and Regulations 2061


The Companies Act, 2063 and Rules

—  General meeting and board meeting,

—  Accounts and audit,

—  Inspection and investigation to be made by company registrar office

—  Protection of shareholders

—  Special provision relating to private company and one man company

—  Holding, subsidiaries & foreign companies

—  Audit committee

—  Merger of company

—  Dividend

—  Company secretary

—  Liability of company and shareholders

—  Winding up and liquidation of company

—  De-registration of company

—  Company advisory board

—  Offence, punishment and legal proceedings

—  Some judicial decisions relating to company

—  Relevant provision of Companies Act 2063


Securities Act, 2063 and Rules

—  Meaning and concept of securities and stock exchange Functioning of Securities Board

—  Registration and issuance of securities

— Securities business and securities exchange professionals, security exchange market and transactions of securities

—  Collective investment scheme, operation of securities business


Regulation, monitoring, inspection and inquiry

—  Offences, penalties and legal proceedings and

— Relevant provisions of Securities Act & Regulation and guidelines and circulars issued by the Securities Board.


Banks and Financial Institutions Act, 2063

—  Operation of financial transactions

—  Regulation, inspection and supervision

—  Supply and recovery of credits

—  Account and audit

—  Merger of licensed institution

—  offense and punishment

—  Relevant provision on Banks & Financial Institutions Act, 2063

—  Directives issued by NRB (Nepal Rastra Bank Act), 2058

—  Relationship of government with central bank

—  Functions and powers of the central bank

—  Monetary functions and operation of open market

—  Monetary management, banknote and coins

—  Regulation, inspection and supervision

—  Offences, penalties and judicial proceedings

—  Relevant provisions of Nepal Rastra Bank Act, 2058


Industrial Enterprises Act, 2049

—  Industrialization and concept of industrial environment industrial promotion board

—  Licensing, registration and penalties

—  One window committee

—  Industrial human resource

—  Facilities and concessions

—  Relevant provision of Industrial Enterprises Act, 2049


Foreign Investment and Technology Transfer Act, 2049

—  Meaning and concept of foreign investment and technology transfer

—  Permission for foreign investment

—  Incentives for foreign investor

—  Provision relating to visa

—  Dispute settlement mechanism and procedure

—  Incentives for foreign investor

—  Relevant Provision of Foreign Investment and Technology Transfer Act, 2049


Labor Act, 2048

—  Industrial relations

—  Worker’s participation in management

—  Trade unions

—  Collective bargaining

—  Wages and wages fixing mechanism

—  Health and safety , welfare

—  Special provisions to be applicable to special type of establishment

—  Ethical code and industrial relations


Industrial conflicts and settlement (conciliation, arbitration and adjudication)

—  Labor dispute settlement mechanism and procedure

—  Relevant provisions of Labor Act, 2048 and Rules 2049


Insurance Act, 2049 and Rules

—  Principles of insurance

—  Insurer (registration, profession and duties)

—  Insurance Board

—  Insurance agent, surveyor and broker

—  Fund and audit

—  Inquiry and investigation

—  Insurance tariff advisory committee

—  Settlement of liabilities

—  Insurance offence, penalties and legal proceedings

—  Relevant Provision of Insurance Act, 2049, Regulation and Guidelines issued by Insurance Board.


International Financial Transactions Act, 2054

—  Concept of international financial transactions

—  Process of taking the permission for international financial transactions

—  Types of international financial transactions in Nepal

—  International Financial Transactions Act, 2054


Co-operative Act, 2048 and Regulation 2049

—  Concept of co-operatives

—  Co-operatives and financial transactions

—  Wind-up and liquidation of co-operatives

—  Co-operative offences and penalties

—  Co-operative Act, 2048 and Regulation 2049


Insolvency Act 2063

—  Insolvency proceedings

—  Restructuring scheme of company

—  Liquidation of company

—  Claims of creditors and mode of payment

—  Voidable transaction

—  Insolvency practice, and regulation and administration thereof

—  Offense and punishment

—  Relevant provision of Insolvency Act, 2063


Money Laundering Prevention Act, 2063

—  Offense

—  Identity, transactions and details of the customers

—  Coordination committee and financial information unit

—  Laundering prevention department

—  Investigation and inquiry

—  Punishment

—  Relevant provision of Money Laundering Prevention Act, 2063 and Money

—  Laundering Prevention Rules, 2066


Public Procurement Act, 2063 and Rules 2064

—  Definition

—  Responsibilities and methods of procurement

—  Provisions relating to bids

—  Provisions relating to consultancy services

—  Review of procurement proceedings

—  Procurement contract and conduct

—  Monitoring of procurement activities

—  Provisions relating to Public Procurement Act, 2063 & Rules 2064


Audit Act 2048

—  Meaning and concept of audit

—  Method of the audit and matters to be audited

—  Jurisdiction of Auditor General

—  Constitutional provisions of auditing

—  Governmental audit and office of the auditor general

—  Audit of the government, wholly and partly government owned undertakings.

—  Modes of auditing and reporting

—  Propriety audit

—  Other provisions of Audit Act, 2048


General provisions of the following Acts

—  Arbitration Act, 2055

—  Banking Offence and Punishment Act, 2064

—  Financial Mediator Act, 2058

—  Foreign Exchange Regulation Act 2019

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