Banks and Financial Institutions Act, 2063 (2006)


Published: 2006

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Banks and Financial Institutions Act 1

Banks and Financial Institutions Act, 2063 (2006) Date of authentication and publication:
19 karik 2063 (Sunday, 5 November 2006 )

Act number 10 of the year 2063 (2006)

An Act Made to Amend and Consolidate Legislation Relating to Banks
and Financial Institutions

Preamble:Whereas, it is expedient to amend and consolidate forthwith the
prevailing legislation relating to banks and financial institutions and make it
timely in order to promote the trust of the general public in the overall
banking and financial system of the country and protect and promote the
rights and interests of depositors, provide quality and reliable banking and
financial intermediary services to the general public through healthy
competition among banks and financial institutions, mini ze risks relating
to the banking and financial sector, boost and consolidate the economy of the
State of Nepal by liberalizing the banking and financial sectors and make
necessary legal provisions relating to the establishment, operation,
management and regulation of banks and financial institutions;
Now, therefore, be it enacted by the House of Representatives in the First
Year of the issuance of the Proclamation of the House of Representatives,
2063(2006).
CHAPTER- 1
Preliminary
1. Short title, extension and commencement: (1)This Act may be
called “Banks and Financial Institutions Act, 2063(2006)."
(2) It shall be deemed to have come into force on 16 Shrwan
2063 (1 August 2006).
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(3) It shall extend to the whole of the State of Nepal and also
apply to all offices opened anywhere outside the State of Nepal by
banks or financial institutions.
2. Definitions: In this Act, unless the subject or the context otherwise
requires,-
(a) "Rastra Bank" means the Nepal Rastra Bank established under
the Nepal Rastra Bank Act, 2058 (2002);
(b) “bank” means a corporate body incorporated to carry on
financial transactions as referred to in Sub-section (1) of Section
47;
(c) “financial institution” means a corporate body incorp ated to
carry on the transactions as referred to in Sub-section (2), (3) or
(4) of Section 47, and this term also includes a development
bank, finance company or micro-finance development bank;
(d) “memorandum of association” means the memorandum of
association of a bank or financial institution, and this term also
includes the statute of a corporate body;
(e) “articles of association” means the articles of association of a
bank or financial institution;
(f) "promoter" means a person who, having consented to subscribe
at least one share, signs the memorandum of association nd the
articles of association for the establishment of a bnk or
financial institution pursuant to this Act;
(g) “share” means a division of the share capital of a bank or
financial institution;
(h) “shareholder” means a person having ownership in a share of a
bank or financial institution;
(i) "prospectus" means a prospectus to be published by aank or
financial institution pursuant to Section 6;
(j) “Board” means the Board of Directors of a bank or financial
institution to be formed pursuant to Section 12;
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(k) “chairperson” means the chairperson of the Board;
(l) “director” means a member of the Board, and this term also
includes the chairperson and an alternate director;
(m) “officer” means the director, chief executive, secreta y and
employees of a bank or financial institution, and this term also
includes a person who acts as an advisor, auditor and liquidator
of the licensed institution;
(n) “license” means the license issued by the Rastra Bank to a bank
or financial institution to carry on financial transactions,
pursuant to this Act;
(o) “licensed institution” means a bank or financial inst tution which
has obtained the license to carry on financial transactions
pursuant to this Act;
(p) “financial transactions” means such transactions refer d to in
Section 47 as may be carried on by a bank or financial
institution;
(q) “capital” means the authorized capital, issued capital or paid up
capital of a bank or financial institution as referred to in Section
40;
(r) “capital fund” means the total of the primary and supplementary
capital of a bank or financial institution, and this term includes
any other fund of the institution as prescribed as such by the
Nepal Rastra Bank from time to time;
(s) “primary capital” means the funds of a bank or financi l
institution listed under such headings as the paid-up capital,
share premium, non-redeemable preference shares, general
reserve fund and accumulated profit and loss, and this term also
includes such other funds listed under other headings as may be
prescribed as primary capital by the Rastra Bank from time to
time;
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(t) “supplementary capital” means the funds of a bank or financial
institution kept under such headings as may be prescribed by the
Rastra Bank from time to time;
(u) “risk-weighted assets” means the total assets calculted by
multiplying the amounts coming under each heading of on-
balance sheet and off-balance sheet operations of abank or
financial institution by the risk-weight prescribed by the Rastra
Bank;
(v) “liquid assets” means the cash balances of a bank or financial
institution, the balances held by a bank or financil institution in
the current account, the balances maintained by a bank or
financial institution in the Rastra Bank and such assets of a bank
or financial institution prescribed as liquid assets by the Rastra
Bank from time to time;
(w) “deposits” means amounts deposited in current, savings or fixed
accounts of a bank or financial institution, and this term also
includes such amounts as a bank or financial institution accepts
through such various financial instruments as prescribed by the
Rastra Bank;
(x) “current account” means an account of funds deposited with a
bank or financial institution as may be withdrawn at any time on
demand;
(y) “saving account” means an account of funds deposited with a
bank or financial institution for purposes of saving;
(z) “fixed account” means an account of funds deposited with a
bank or financial institution for a specified term;
(aa) “credit” means a direct or indirect commitment to supply funds,
and in return therefor, the right to recover the invested funds,
and payment of interest or other charges on such credit, re-
finance issued against the security of a credit or investment,
restructuring and renewal of a credit, security issued for the
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repayment of such credit and other commitment made for such
repayment, and this term also includes any credit in whatever
form;
(bb) “currency” means any kind of currency notes, postal orders,
postal notes, money orders, cheques, drafts, travelers cheques,
letters of credit, bills of exchange, promissory notes and credit
cards, and this term also includes similar other monetary
instruments as may be prescribed by the Rastra Bank upon a
public notification, as required;
(cc) “foreign currency” means any currency other than the Nepalese
currency, and this term also includes special rights to draw funds
(Special Drawing Rights) from the International Monetary Fund,
the Asian Currency Unit, the European Currency Unit and such
other instruments as may be prescribed by the Rastra Bank upon
a public notification, as required;
(dd) “foreign exchange” means a foreign currency, deposits, credits
and balances of all types which are paid or received in a foreign
currency, foreign securities and cheques, drafts, travelers
cheques, electronic fund transfers, credit cards, letters of credit,
bills of exchange and promissory notes which are in
international circulation and are or can be paid in a foreign
currency, and this term also includes any other such monetary
instruments as may be prescribed by the Rastra Bank upon a
public notification, as required;
(ee) “convertible foreign currencies” means any foreign currencies as
may be designated as convertible foreign currencies by the
Rastra Bank upon a public notification, as required;
(ff) “electronic fund transfer” means the business of accepting
deposits, making payments and transferring funds through
telephones, telex, computers or magnetic tapes or similar other
electronic equipment; and this expression includes transactions
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to be carried on through automated teller machines and cash
dispensing machines, as well as those to be carried on through
charge cards, debit cards and credit cards;
(gg) “letter of credit” means a letter written by one bank or financial
institution to another bank or financial institution authorizing the
latter to accept cheques, drafts, hundis or bills of exchange of
any specified person within the limit of the amount specified
therein;
(hh) “negotiation” means the business of transferring a negotiable
instrument to any person on the condition that the receiver may
become the bearer thereof;
(ii) “negotiable instrument” means promissory notes, bills of
exchange or cheques;
(jj) “bill of exchange” means a signed document issued by one
person to another directing the latter to pay the sp cified sum of
money unconditionally to any specified person mentioned in the
bill or to the person designated by him or her or to the bearer, on
the specified date or after the specified period or on demand;
(kk) “promissory note” means a document containing a signed pl ge
to pay a specified sum of money unconditionally to any
specified person mentioned in the note or to the person
designated by him or her or to the bearer of the note on the
specified date or after the specified date or on demand;
(ll) “off-balance sheet transactions” means transactions relating to
letters of credit, letters of guarantee, letters of acceptance,
commitments, swaps, options and forward foreign exchange
transactions for which a bank or financial institution may be
required to bear liability and similar other transactions;
(mm) “chief executive” means the executive chairperson, chief
executive officer, executive director, managing director,
managing manager, executive manager, or general manager of a
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bank or financial institution; and this expression also includes
any other officer working as the chief executive of a bank or
financial institution;
(nn) “office” means the central office of a bank or financial
institution, and this term also includes the regional, branch, sub-
branch, depot, area, representative, liaison and any other office
whatsoever of a bank or financial institution;
(oo) “financial interest” means a situation where ten perc nt or more
of the total paid-up capital of any firm, company or corporate
body is held by any promoter or director, shareholder holding
one per cent or more of the shares or the executive director or
any member of his or her family or any individual, firm,
company or corporate body empowered to nominate a directo ,
whether singly or taken together; and such shall be de med to be
a situation where such promoter or director or shareolder
holding one per cent or more of the shares or the chi f executive
or family member of such person has financial interests in such
company or corporate body;
(pp) “family” means the concerned person's husband or wife, son,
daughter, adopted son, adopted daughter, father, mother, step-
mother and elder brother, younger brother, elder sister and
younger sister to be maintained by him or her;
(qq) “prescribed” or “as prescribed” means prescribed or as
prescribed in the rules or bye-laws framed under this Act.

CHAPTER 2
Provisions relating to Incorporation of Banks or
Financial Institutions, and Securities Thereof
3. Incorporation of bank or financial institution: (1) A person who
is desirous of incorporating a bank or financial inst tution to carry on
financial transactions pursuant to this Act may do so by getting such
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bank or financial institution registered as a public limited company in
accordance with the laws in force.
(2) The authority empowered under the laws in force to register
a company pursuant to Sub-section (1) shall register th same subject
to Section 4.
4. Approval to be obtained to incorporate bank or financial
institution: (1) For the purpose of incorporating a bank or financi l
institution under Section 3, the concerned person shall, before making
an application for the registration of the bank or financial institution
pursuant to the laws in force, make an application, accompanied by the
following documents and the fee prescribed by the Rastra Bank, to the
Rastra Bank for prior approval:
(a) Memorandum of association of the proposed bank or
financial institution;
(b) Articles of association of the proposed bank or financial
institution;
(c) Feasibility study report of the proposed bank or financial
institution;
(d) Personal details of the promoters in the form presc ibed
by the Rastra Bank;
(e) A certified copy of the agreement, if any, entered into
between the promoters prior to the incorporation a bank or
financial institution in relation to the incorporation of the
bank or financial institution;
(f) Evidence of tax clearance by the promoters up to the
fiscal year immediately preceding the making of
application pursuant to this Section;
(g) Such other particulars and documents as may be
prescribed by the Rastra Bank in relation to the
incorporation of a bank or financial institution.
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(2) If an application is made for prior approval purs ant to
Sub-section (1), the Rastra Bank shall, if it finds appropriate to grant
approval upon the examination of the submitted documents, grant its
approval to incorporate such bank or financial institution within one
hundred twenty days after the making of application, with or without
prescribing any conditions. If there exists a ground for refusing to
grant such approval, information thereof, accompanied by the reason
for such refusal, shall be given to the applicant.
(3) If any foreign bank or financial institution makes an
application under Sub-section (1) for the incorporation, under this Act,
of a bank or financial institution in joint investment with a corporate
body incorporated in the State of Nepal or with a citizen, or as a
subsidiary company subscribing cent per cent shares of the foreign
bank or financial institution, the Rastra Bank shall grant approval for
the incorporation of such bank or financial institution pursuant to Sub-
section (1).
5. Power to refuse to grant approval: (1) The Rastra Bank may
refuse to grant prior approval for the incorporation f a bank or
financial institution in any of the following circumstances:
(a) If the name of the proposed bank or financial institution is
identical with the name of any bank or financial
institution which has already been registered and is still in
existence;
(b) If the name of the proposed bank or financial institution or
the financial transactions to be carried on by it appears to
be improper or undesirable in view of public interest,
decency, etiquette, religion, nationalities or communities;
(c) If the objectives of the proposed bank or financi l
institution are contrary to the laws in force;
(d) If the incorporation of the bank or financial institution
seems to be technically inappropriate;
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(e) If a study of the feasibility study report, particulars and
documents and information on other infrastructures
submitted by the proposed bank or financial institution
does not provide a ground to believe that it can carry on
financial transactions in a healthy and competitive
manner;
(f) If application for the registration of the memorandum of
association and articles of association has not been made
in the names of all promoter members of the proposed
bank or financial institution;
(g) If all promoters of the proposed bank or financial bank or
financial institution have not signed the memorandum of
association and articles of association, also setting out
their names and addresses, in the presence of any one
witness, and the name and address of the witness has not
been set out;.
(h) If every promoter of the proposed bank or financi l
institution has not agreed to subscribe at least one share of
that bank or financial institution;
(i) If every promoter of the proposed bank or financial
institution has not clearly specified the number of shares
to be subscribed by him or her while affixing his or her
signature on the memorandum of association;
(j) If the fees required to be paid and the documents to be
submitted pursuant to Section 4 have not been paid or
submitted;
(k) If any condition prescribed by the Rastra Bank is not
fulfilled.
(2) If the Rastra Bank refuses to register the memorandum of
association and articles of association of the proposed bank or
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financial institution in any of the circumstances referred to in
Sub-section (1), it shall give a notice thereof to the applicant.
6. Prospectus: (1) Before publicly issuing its securities, every bank or
financial institution shall obtain approval of the Securities Board in
relation to the registration of the prospectus in accordance with the
laws in force relating to securities and have the pros ectus registered
with the Rastra Bank. Until the prospectus is so regist red, the bank or
financial institution, or anybody acting on behalf o such bank or
financial institution shall not publish the prospectus of such bank or
financial institution.
(2) The procedures required to be fulfilled while publishing a
prospectus pursuant to Sub-section (1) and the matters to be mentioned
in the prospectus shall be as mentioned in the laws in force relating to
securities.
(3) The bank or financial institution shall, subject to the laws
in force relating to securities, make an application n writing to the
Securities Board for the approval of the Securities Board for the
purpose of registration of its prospectus.
(4) The Rastra Bank shall not register a prospectus until it
receives information in writing that approval has been given by the
Securities Board in relation to the registration of the prospectus.
(5) If any person intends to inspect the prospectus, he bank
or financial institution shall allow such person to inspect the
prospectus, without collecting any fee or charge.
7. Allotment of shares: (1) Every bank or financial institution shall set
aside at least thirty per cent of its total issued capital for subscription
by the general public. The bank or financial institution may set aside a
maximum of five per cent of the shares so set aside for its employees.
Provided that the shares in such percentage as prescrib d by the Rastra
Bank in the case of a bank or financial institution incorporated in joint
12
venture with a foreign bank or financial institution shall be sold and
allotted to the general public.
(2) While inviting application from the general public for the
subscription of its shares, every bank or financial institution shall
demand payment of cent percent amount of the face value of its shares
along with application.
8. Dealing in securities: (1) While issuing its securities for subscription
by the general public, every bank or financial insttution do all acts
such as the sale, allotment, and recovery of amounts, of such securities
in accordance with the laws in force relating to securities.
(2) Every bank or financial institution shall file with the
Rastra Bank and the Securities Board a copy of an agreement made by
it on the dealing of securities through any institution dealing in
securities, within seven days after the date of making of such
agreement.
9. Prohibition on selling or pledging shares and debentures: (1)
Notwithstanding anything contained in the laws in force, the promoter
of a bank or financial institution shall not be entitled to sell or pledge
any share registered in his or her name for at least five years from the
date of commencement of financial transactions.
Provided that if there arises a special circumstance due to
the emergence of any obstruction or hindrance in the op ration of a
bank or financial institution, nothing in this Sub-section shall be
deemed to prevent the granting of permission by the Rastra Bank to the
promoters to sell shares between or among them.
(2) If the promoter of a bank or financial instituton wishes to
sell or pledge the shares held in his or her name aft r five years from
the date of commencement of financial transactions by the bank or
financial institution, he or she may sell or pledge such shares, subject
to the conditions prescribed by the Rastra Bank.
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10. Prohibition on purchase by bank or financial institution of its
own shares: (1) No bank or financial institution shall purchase its
own shares (buy-back) or lend moneys against security of its own
shares.
(2) Notwithstanding anything contained in Sub-section (1), in
the following circumstances, a bank or financial inst tution may, with
the approval of the Rastra Bank, so buy back its shares out of its free
reserves available for being distributed as dividends not exceeding the
percentage prescribed by the Rastra Bank:
(a) If the shares issued by the bank or financial
institution are fully paid up;
(b) If the shares issued by the bank or financial
institution have already been listed in the Securities
Board;
(c) If the buy-back of shares is authorized by the
articles of association of the concerned bank or
financial institution;
(d) If a special resolution has been adopted at the
general meeting of the concerned bank or financial
institution authorizing the buy-back;
(e) If the ratio of the debt owed by the bank or
financial institution is not more than twice the
capital and general reserve fund after such buy-back
of shares;
Explanation: For the purposes of this Clause ,
“debt” means all amounts of secured or unsecured
debts borrowed by the bank or financial institution.
(f) If the value of shares to be bought back by a bank
or financial institution is not more than twenty
percent of the total paid up capital and general
reserve fund of that bank or financial institution;
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(g) If the buy-back of shares is not in contraventio of
the directives issued from time to time by the
Rastra Bank in this respect.
(3) Any bank or financial institution shall make an
application, setting out the following matters, to the Rastra Bank to
obtain approval of the Rastra Bank for the purposes of Sub-section (2);
and if such application is made and, based on the matters received, it
appears appropriate to give approval to the bank or financial institution
to purchase its own shares, the Rastra Bank may give approval for the
same:
(a) The reason and necessity for the buy-back of
shares;
(b) A statement of the evaluation of possible impacts
on the financial situation of the bank or financial
institution as a result of the buy-back of shares;
(c) The class and number of shares intended to be
bought back;
(d) The maximum or minimum amount required to buy
back shares as referred to in Clause (c), and source
of such amount;
(e) The time limit for the buy-back of shares;
(f) The mode of the buy-back of shares;
(g) Such other necessary matters as specified by the
Rastra Bank and as required to be disclosed under
the laws in force, in respect of the buy-back of
shares.
(4) On receipt of the approval pursuant to Sub-section (3), the
concerned bank or financial institution may buy back its shares in any
of the following manners, within six months after the date of receipt
of such approval or twelve months of the adoption of a special
resolution at the general meeting, whichever occurs later:
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(a) Purchasing from the stock exchange;
(b) Purchasing from the concerned employees of the bank or
financial institution the shares allotted to them pursuant to
this Act;
(c) Purchasing from the existing shareholders on a
proportionate basis.
(5) If a bank or financial institution buys back its own shares
pursuant to Sub-section (4), it shall file with the Rastra Bank a return
containing the number of shares bought back, amount paid for the
same and other necessary details within thirty days of the date of
such buy-back.
(6) There shall be established a separate capital redemption
reserve fund, to which a sum equal to the nominal value of the shares
bought back pursuant to Sub-section (4) shall be transferred; and the
amount of such fund shall be maintained as if it were th paid-up
capital.
(7) If a bank or financial institution buys back its shares
pursuant to Sub-section (4), it shall cancel the shares so bought back
within one hundred twenty days of the date of such buy-back.
(8) Other conditions where a bank or financial institution
cannot buy back its shares and other terms required to be complied
with in the buying back of its shares shall be as prescribed by the
Rastra Bank.
11. Restriction on dealing in securities: (1) No director, chief
executive, auditor or secretary of a bank or financi l institution, or any
person directly involved in the management and accounting functions
of a bank or financial institution shall sell, purchase or pledge, gift or
exchange, or cause to be purchased, pledged, gifted or exchanged, the
securities of the concerned bank or financial institution or those of its
subsidiary company under his or her own name or in the name of his or
her family or in the name of any firm, company or body controlled by
16
him or her or by his or her family control while he or she holds such
office or until at least one year from the date of his or her retirement
from that office.
Provided that this restriction shall not be applicable in the case of the
newly issued shares.
(2) If any person does any act in contravention of Sub-section
(1), the concerned bank or financial institution shall forfeit such
securities.
(3) The Board may sell and dispose of the securities forfeited
pursuant to Sub-section (2) in such manner as it may think appropriate.

Chapter 3
Provisions Concerning Board of Directors and Chief Executive
of Banks or Financial Institutions
12. Formation of Board of Directors: (1) Every bank or financial
institution shall have a Board of Directors. The Board shall consist of
not less than five and not more than nine Directors.
(2) Subject to Sub-section (1), there shall be appointed to the
Board a professional director from the list of professional experts
maintained by the Rastra Bank pursuant to Section 13. The Director to
be so appointed shall not be required to have subscribed any share of
the concerned bank or financial institution.
(3) A director chosen by the directors from among thems lves
by a majority decision shall be the chairperson of the Board of
Directors.
13. List of professional experts to be maintained:(1) For the
purposes of Sub-section (2) of Section 12, the Rastra Bank shall
maintain a list of professional experts on the basis of the following
qualification and experience:
(a) Having obtained at least master’s degree in management,
banking, finance, money, economics, commerce, trade,
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administration, commercial law or having accounting or
commercial law or a chartered accountancy degree and
gained at least five years of experience in the executive
level of the banking and finance field.
Explanation: For the purposes of this Clause , “executive
level” means the post of first class officer of the
Government of Nepal, Rastra Bank, bank or financial
institution or the post of senior manager of any bank or
financial institution or the post of reader in a recognized
university or a post there above.
(b) Not being disqualified under Section 18.
(2) The Rastra Bank shall each year update the list of
professional experts maintained under Sub-section (1) and publish in a
newspaper of national circulation for the public information.
14. Functions, duties and powers of Board: (1) All functions to be
performed and all powers to be exercised by the bank or financial
institution, other than those to be performed by the general meeting of
shareholders, shall be performed and exercised by the Board, subject to
this Act, laws in force and the memorandum of association and articles
of association.
(2) The Board may frame necessary bye-laws in order to
systematically perform the functions required to be performed by it
under Sub-section (1).
(3) Except as otherwise provided in the memorandum of
association and articles of association, the Board of Directors may
appoint any director from amongst themselves or any officer of the
bank or financial institution as its representative and so delegate to him
or her any or all of its powers, inter alia, to make correspondences or
sign negotiable instruments, cheques etc. on behalf of the bank or
financial institution that such powers are to be exercised individually
or jointly.
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15. Delegation of authority: (1) The Board may delegate any of its
powers to the chairperson, any director, a sub-committee formed
pursuant to Section 16, chief executive or any person, firm, company
or body acting as the chief executive on the condition hat such powers
shall be exercised under its supervision or direction.
(2) The chairperson, director, sub-committee formed pursuant to
Section 16, chief executive or any person, firm, company or body
acting as the chief executive may assign the powers d legated to them
pursuant to Sub-section (1) to their employees under their own
responsibility.
16. Power to form sub-committees: (1) The Board may, as
required, form one or more sub-committees for any specific purpose.
(2) The functions, duties, powers and rules of procedure of
any sub-committee formed pursuant to Sub-section (1) and the
remuneration or allowances receivable for attending its meetings shall
be as prescribed by the Board.
17. Appointment of directors: (1) The directors of a bank or
financial institution shall be appointed by the general meeting of the
bank or financial institution, subject to Section 18 and the articles of
association.
Provided that,-
(a) Until the first annual general meeting of the bank or
financial institution is held, directors shall be appointed
by the promoters.
(b) In the event of any vacancy in the post of a director prior
to the holding of the annual general meeting, the Board
may appoint a director for the remainder of term.
(c) In the case of a bank or financial institution in which a
corporate body holds shares, the concerned corporate body
may appoint director(s) in a number proportionate to the
value of the shares held by it.
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(2) While appointing director in proportion to the shares of
the bank or financial institution held by it, a body corporate, foreign
bank or financial institution may also appoint alternate director
authorizing him/her or them to work during the absence of the director.
(3) The professional expert director as referred to in Sub-
section (2) of Section 12 shall be appointed by the Board of Directors.
18. Disqualification of directors: (1) Any of the following persons
shall not be eligible to be elected or nominated to the office of, or to
continue to hold the office of, a director:
(a) Who is below 21 years of age;
(b) Who is of unsound mind or insane;
(c) Who is a declared insolvent;
(d) Who has been blacklisted in connection with any
transaction with any bank or financial institution, and a
period of at least three years has not lapsed afterhis or her
name has been removed from that list;
(e) Who is a director of any bank or financial insttution or
any financial institution carrying on the transactions
relating to any kind of deposits or an employee serving in
such institution or a serving auditor or advisor of any
other bank or financial institution;
(f) Who is a partner in any kind of contract agreement with
the concerned bank or financial institution;
(g) Who has acquired membership of the Stock Exchange to
act as a securities dealer;
(h) Who has not subscribed the minimum number of shares
required to be subscribed to be eligible for appointment as
a director pursuant to the articles of association of the
bank or financial institution;
(i) Who is a serving employee of the Government of Nepal,
Rastra Bank or bank or financial institution;
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Provided that this provision shall not be applicable to the
nomination of any person made by the Government of
Nepal as a director of any bank or financial institution of
which shares have been purchased by it, or to the
nomination of any person made by any bank or financial
institution as a director of any other bank or financial
institution of which shares have been purchased by it;
(j) In the case of a person who has been relieved of or retired
from the service of the Rastra Bank after serving in the
post of Governor, Deputy-Governor or Special Class
employee, at least one year from the date of such relief or
retirement from the service has not elapsed;
(k) Who, having a liability to pay tax pursuant to the laws in
force, has failed to pay the same;
(l) Who is convicted by a court of an offense involving moral
turpitude and sentenced in respect thereof, and a period of
five years has not elapsed from the expiry of the sentence;
(n) Who is convicted by a court of an offense of corruption or
cheating;
(o) A period of five years has not lapsed after thedate on
which the Rastra Bank has taken action against him or her
for failure to observe a direction of the Rastra Bank or the
date of suspension or dissolution after taking management
by the Rastra Bank under its control.
(2) No person shall continue to hold the office of a director in
any of the following circumstances:
(a) If he or she suffers from any disqualification for
appointment to the post of director as mentioned in sub-
section (1);
(b) If the general meeting passes a resolution to remove him
or her from the office of director;
21
(c) If the resignation tendered by the director is accepted;
(d) If he or she is held by a court to have done any ct
involving dishonesty or ulterior motive in the activi es of
the bank or financial institution;
(e) If he or she does any act prohibited by this Act from being
done by a director.
19. Qualification of Director: A person has to possess the following
qualification in order to be eligible for appointment as director:
(a) Not being disqualified under Section 18;
(b) Having acquired at least a bachelor's degree in any subject or
having gained at least five years of experience in any institution
relating to governmental or banking or financial or corporate
sector.
Provided that:
(a) The said qualification shall not be necessary fo a director
who is elected from amongst the general public
shareholders.
(b) The qualification of the directors of Class “D” licensed
institutions shall be as prescribed by the Rastra Bank from
time to time.
20. Tenure of office of Director: (1) The tenure of office of a director
of a bank or financial institution shall be as provided in its articles of
association, but not exceeding four years.
Provided that:
(a) The Director appointed pursuant to Clause s (a) and (b) of
the proviso to Section 17 shall hold his or her office only
until the annual general meeting is held.
(b) The tenure of office of a director appointed to the office
of any director which has fallen vacant before the expiry
of his/her tenure of office shall be only the remainder of
22
the tenure of office of that director whose office has so
fallen vacant and in whose place he or she is appointed.
(2) A person retired from the office of director on expiry of
his or her tenure of office shall be eligible for reappointment to the
office of director.
21. Remuneration and facilities of directors: (1) The meeting
allowance to be receivable by the directors for attending a meeting,
their remuneration and remuneration and other facilities to be paid to
them while carrying on the transactions of the bank or financial
institution shall be as specified in the articles of association.
(2) If any director is found to have obtained any facility other
than that mentioned in Sub-section (1), that director shall be deemed to
have committed an offense under this Act, and the amount btained by
him or her in consideration of such facility shall be recovered from him
or her.
22. Disclosure by directors: (1) Every director shall, no later than
seven days after assuming the office of director, disclose in writing to
the bank or financial institution the following matters:
(a) If he or she or any of his or her family members has
entered into or going to enter into any kind of contract
with the concerned bank or financial institution, details
thereof;
(b) If he or she has any kind of interest in the appointment of
the chief executive, managing director, secretary, auditor
and general manager, details thereof;
(c) Particulars of such shares or debentures in the concerned
bank or financial institution or in its holding or subsidiary
company as subscribed by him or her or by his or her
family;
(d) If he or she is a director of any company, details thereof;
23
(e) If any member of his or her family is working as an
officer of the bank or financial institution, details thereof;
(f) Such other details prescribed by the Rastra Bank s
required to be disclosed by the director to the Board.
(2) In making disclosure pursuant to Sub-section (1), a copy
of the written agreement, if any, concluded between the director or his
or her family member shall be submitted, and failing such agreement,
substantial and necessary matters concerning the transaction or
financial interest or involvement shall be set out.
(3) The information provided by a director pursuant to Sub-
section (1) shall be forwarded to the Rastra Bank within seven days;
and upon receipt of such information, the Rastra Bank shall record the
same in a separate register maintained for this purpose.
23. Meetings of Board: (1) Meetings of the Board shall be held at least
12 times in a year.
Provided that the interval between any two meetings shall not
exceed two months.
(2) The chairperson shall call a meeting at any time when at
least two-third of the directors request for the same in writing.
(3) Meetings of the Board shall be presided over by the
chairperson. In the absence of the chairperson , the meeting shall be
presided over by a director selected by a majority of the directors from
amongst themselves.
(4) No meeting of the Board shall be held unless it i attended
by at least fifty one percent of the total number of directors who are
entitled to attend and vote in a meeting.
(5) The decision of a majority in the meeting of the Board
shall be binding, and, only in the event of a tie, the chairperson may
exercise the casting vote.
24
(6) A director who has any personal interest in any resolution
to be discussed at a meeting shall not be entitled to take part in that
meeting.
(7) Minutes regarding the names of directors present in the
meeting of board of directors, the subjects discussed and the decisions
taken thereon shall be recorded in a separate book, and such minute
book shall be signed by all directors present in the meeting.
Provided that, if any director puts forward any opinion opposed
to or differing from the decision in the course of discussions on any
subject in a meeting, he or she may mention the same in the minute
book.
24. Responsibilities and duties of directors: (1) No director shall do any
thing to derive personal benefit through the bank or financial institution or in
the course of performing the functions of the bank or financial institution.
(2) If any person who is appointed as a director has any
personal or financial interest in the business of the bank or financial
institution or in an agreement or involvement with the bank or
financial institution, such person shall, prior to assuming the duties of
his or her office, disclose such matter to the Board.
(3) If any director is found to have derived a personal benefit
in the course of business of the bank or financial institution, the bank
or financial institution shall recover that amount from such director.
(3) The bank or financial institution shall not be r sponsible
for any action taken or function performed by any person working as
its director by acting beyond his or her jurisdiction.
(5) If any person carries on any transaction with any director
or representative even while knowing or having reasons to believe that
the director or representative is carrying on the transaction to serve his
or her personal interests or to cause any loss or damage to the bank or
financial institution, such person shall not be entitled to make any
25
claim against the bank or financial institution in relation to such
transaction.
(6) No director shall interfere with the routine business
relating to the management of the bank or financial institution.
(7) Every director of the bank or financial instituon shall
comply with such directives issued by the Rastra Bank from time to
time as required to be complied with by the directors f the bank or
financial institution.
25. Register of directors: Every bank or financial institution shall
maintain a separate register recording the personal details of its
directors, and forward details thereof and alteration of directors, if any,
to the Rastra Bank no later than fifteen days.
26. Appointment and conditions of service of chief executive: (1)
The Board shall appoint the chief executive of the bank or
financial institution, subject to this Act and the memorandum of
association and articles of association.
(2) While making appointment of the chief executive, a
qualified person shall be appointed from amongst the persons who have
done at least bachelor’s degree in any subject and have gained at least
five years of experience of the office of director or of the executive
level in banking, financial or corporate sector.
Explanation: For the purposes of this sub-section, the expression
“executive level” means any officer level post of any governmental,
banking, financial, corporate sector or of any inter ational financial
institution, organization or any post which is equivalent to or higher
than such officer level post.
(3) The chief executive shall be the chief administrato of the
bank or financial institution.
(4) The tenure of office of the chief executive shall be a
maximum of four years; and he or she may be re-appointed.
26
(5) The remuneration and other conditions of service of the
chief executive shall be as prescribed by the Board.
27. Functions, duties and powers of chief executive: (1)The
functions, duties and powers of the chief executive shall be as follows:
(a) To implement the decisions of the Board and supervis
and control the activities and transactions of the bank or
financial institution, subject to this Act and the
memorandum of association and articles of association;
(b) To prepare annual budgets and action plans of the bank or
financial institution and present them before the Board for
approval;
(c) To manage necessary human resources, subject to the
personnel bye-laws of the bank or financial institution;
(d) To implement, or cause to be implemented, the decisions
of the Board and the General Meeting, and the directiv s
of the Rastra Bank;
(e) To present on time all such particulars, documents,
decisions, etc. as are required to be submitted by the bank
or financial institution to the Rastra Bank or any other
body, subject to this Act and the memorandum of
association and articles of association;
(f) To perform such other functions as may be prescribed in
relation to the operation of the bank or financial
institution.
(2) The Executive Chief shall be accountable to the Board for
all of his or her functions.
Chapter 4
Provisions relating to License
28. Prohibition on carrying on financial transactions by any one
other than bank or financial institution: No one other than a bank
27
or financial institution incorporated pursuant to this Act shall carry on
the financial transactions referred to in this Act.
Provided that nothing herein shall be deemed to prevent any body
corporate, other than a bank or financial institution, which has been
established under the laws in force and licensed under the Nepal Rastra
Bank Act, 2058 (2002) to accept deposits and extend credit, from
carrying on such transaction.
(2) No person shall use the name of a bank or financial
institution for the purpose of carrying on the financial transactions,
without obtaining the approval of the Rastra Bank.
(3) Notwithstanding anything contained in Sub-section (1) or
(2), any bank or financial institution which has obtained approval to
carry on the financial transactions pursuant to the laws in force at the
commencement of this Act may carry on the financial transactions
using the name existing at the time of obtaining the approval to carry
on such transactions.
(4) Notwithstanding anything contained elsewhere in this Act,
class “B”, class “C” and class “D” licensed institutions shall be entitled
to use the names development bank, finance company and micro-
finance development bank, respectively.
(5) The conditions required to be observed by the banks and
financial institutions which have obtained approval pursuant to Sub-
section (3) in the course of carrying financial trans ctions shall be as
prescribed by the Rastra Bank.
29. Application to be made for license to carry on financial
transactions:(1) A bank or financial institution desirous of carrying
on financial transactions pursuant to this Act shall make an application
to the Rastra Bank for a license, in the format prescribed by the Rastra
Bank.
(2) The bank or financial institution shall also attach the
following particulars and documents and the license fee prescribed by
28
the Rastra Bank with the application to be made pursuant to Sub-
section (1):
(a) A copy of the memorandum of association, articles of
association of the bank or financial institution and the
certificate of registration of the bank or financial
institution;
(b) Particulars of an office building equipped with all
infrastructures required by the bank or financial inst tution
to carry on financial transactions, or, if such building is to
rented, a copy of the lease agreement and the particulars
of the building to be rented;
(c) Personal details of the chief executive and other executive
level officers of the bank or financial institution, and the
organizational structure of the bank or financial
institution;
(d) Bye-laws relating to conditions of service and facilities of
the employees of the bank or financial institution;
(e) Credit policy of the bank or financial institution;
(f) Financial administration bye-laws of the bank or financial
institution;
(g) By-laws relating to write-off of loans;
(h) Document proving that the amount of shares which the
promoter of the bank or financial institution has undertaken to
subscribe has been paid and deposited with the Rastra Bank;
(i) Such other particulars and documents as may be
prescribed by the Rastra Bank from time to time.
(3) A bank or financial institution which makes anpplication
to the Rastra Bank for a license to carry on financi l transactions shall
also mention the following matters in the application:
29
(a) Matter that the minimum capital as prescribed by the
Rastra Bank from time to time shall be maintained until
the financial transactions is carried on;
(b) Matter that there have been prepared infrastructures
required for the operation of the bank or financial
institution and there exist adequate grounds for providing
services and facilities in a manner satisfactory to the
Rastra Bank;
(c) Matter that the rights and interests of depositor shall be
protected as a result of the carry on of financial
transactions on a regular basis pursuant to the bye-laws
and provisions relating to the carry on of transactions
proposed by the bank or financial institution for carrying
on the financial transactions;
(d) Consent given to comply with the terms and conditions
prescribed by the Rastra Bank for carrying on the
financial transactions.
30. License to be issued to carry on financial transactions: (1) If an
application is received pursuant to Section 29, the Rastra Bank may, if
it is satisfied after making necessary enquiries andinvestigations into
the following matters, in addition to the physical infrastructures
required for the operation of the bank or financial institution, issue to
the bank or financial institution a license of any one of the classes to
carry on financial transactions, on the basis of the classification of
banks or financial institutions as referred to in Section 31:
(a) If it considers that the issuance of the license to carry on
financial transactions shall ensure a healthy competition
and make effective the transactions relating to financi l
intermediation and thus serve the interests of depositors;
(b) If it considers that the bank or financial institution is
competent to carry on financial transactions, subject to
30
this Act or the rules or bye-laws framed under this Act or
the orders or directives issued thereunder, and the
memorandum of association and articles of association;
(c) If, based on the application and the attached particulars
and documents attached with the application made for the
license pursuant to Sub-section (2) of Section 29, there are
adequate grounds to believe that the bank or financial
institution is competent to carry on the financial
transactions.
31. Classification of licensed institutions: (1) The Rastra Bank shall
classify the licensed institutions into “A”, “B”, “C” and “D” classes on
the basis of the minimum paid-up capital required for the license to be
issued pursuant to Section 30 to carry on the financial transactions
pursuant to Section 47, and issue the license to the concerned bank or
financial institution accordingly.
(2) The minimum paid-up capital of the licensed institutions
classified under Sub-section (1) shall be as prescribed by the Rastra
Bank.
32. Power to refuse to issue license to carry on financial
transactions: (1)Notwithstanding anything contained in Section 30,
the Rastra Bank may, in any of the following circumstances, refuse to
issue a license to any bank or financial institution to carry on the
financial transactions:
(a) If, in view of the existing condition and poteniality of the
banking or financial sector, it does not appear appro riate
to grant a license to additional bank or financial
institution to carry on the financial transactions;
(b) If, in the light of the situation mentioned in Clause (a),
for the protection of the interests of depositors, it does not
appear just and appropriate to issue a license to carry on
the financial transactions;
31
(c) If it does not appear that the details or requirements
referred to in Sections 29 and 30 have been completed.
(2) If there exists a situation where the license to carry on the
financial transactions cannot be issued to any bank or financial
institution pursuant to Sub-section (1), the Rastra Bank shall give a
notice thereof, accompanied by the reason for the same, to the
concerned bank or financial institution within one hundred twenty days
from the date of application. If the Rastra Bank has requested for any
additional details within that period, such notice shall be given within
ninety days from the date of receipt of such details.
33. Power of Rastra Bank to prescribe conditions: (1) While issuing
a license to carry on the financial transactions pursuant to Section 30,
the Rastra Bank may prescribe necessary conditions, in view of the
condition of the existing banks and financial institutions, healthy
operation of the financial transactions and the intrests of depositors. It
shall be the duty of the concerned bank or financial institution to
comply with such conditions.
(2) The Rastra Bank may make necessary changes and
alterations in the conditions prescribed pursuant to Sub-section (1), in
view of the condition of the banks and financial institutions, healthy
operation of the financial transactions and the intrests of depositors.
34. Special provisions relating to opening of office by foreign bank
or financial institution: (1) If any foreign bank or financial
institution intends to open its office in the State of Nepal, it shall make
an application to the Rastra Bank, along with the fe and details as
prescribed by the Rastra Bank.
(2) Notwithstanding anything contained elsewhere in this Act,
also taking into account the existing competition in the banking sector,
contribution that the foreign bank or financial institution can make to
the banking development of the State of Nepal and the prestige and
reputation of the concerned foreign bank or financil institution, the
32
Rastra Bank may, on receipt of an application under Sub-section (1),
issue a license to such foreign bank or financial institution to establish
its office and carry on the financial transactions i the State of Nepal.
(3) While issuing a license pursuant Sub-section (2), the
Rastra Bank may prescribe necessary conditions, and it shall be the
duty of the concerned foreign bank or financial institution to comply
with the conditions so prescribed.
(4) The provisions of this Act shall be applicable to the
foreign banks or financial institutions, which are incorporated by
obtaining the license pursuant to Sub-section (2), in relation to the
financial transactions.
Provided that the functions and activities of a representative or
liaison office of a foreign bank or financial institution shall be as
prescribed by the Rastra Bank.
(5) No foreign bank or financial institution which as
obtained approval to open its office and carry on the financial
transactions in the State of Nepal pursuant to thisSection shall be
granted approval to open another bank or financial institution in joint
venture in the State of Nepal.
35. Suspension and cancellation of license: (1) If any licensed
institution does an act in contravention of the Nepal Rastra Bank Act,
2058 (2002) or this Act or the rules or bye-laws framed thereunder or
fails to comply with the orders or directives issued by the Rastra Bank
or fails to do any act required to be done by it taking into account the
interests of depositors, the Rastra Bank may, specifying a certain
period, suspend the license obtained by the licensed institution to carry
on the financial transactions pursuant to this Act, or fully or partially
withhold or freeze the business of the bank or financi l institution or of
any of its offices.
33
(2) The Rastra Bank may cancel the license obtained by a
licensed institution to carry on the financial trans ctions pursuant to
this Act in any of the following circumstances:
(a) If the concerned licensed bank or financial institution
requests for the cancellation of its license;
(b) If it fails to carry on the financial transactions within six
months from the date of receipt of the license;
(c) If it stops carrying on the financial transactions since
more than one month ago continuously;
(d) If it carries on the financial transactions in such a manner
as to be contrary to the rights and interests of depositors;
(e) If it violates the Nepal Rastra Bank Act, 2058 (2002) or
this Act or the rules and bye-laws framed thereunder;
(f) If it violates the conditions prescribed by the Rastra Bank;
(g) If it fails to comply with the orders or directives issued by
the Rastra Bank;
(h) If it becomes insolvent;
(i) If the bank or financial institution is found to have
obtained the license by submitting false details;
(j) If the licensed institution is amalgamated with another
bank or financial institution.
(3) If any bank or financial institution duly makes an
application for the cancellation of its license pursuant to Clause (a) of
Sub-section (2), the Rastra Bank shall make a decision thereon within
forty-five days from the date of such application.
(4) A notice in writing of the decision referred toin Sub-
section (3) and the grounds of such decision shall be provided to the
concerned bank or financial institution.
(5) If a decision is made to cancel a license pursuant to this
Section, the Rastra Bank shall publish a public notice hereof.
34
36. Conversion of licensed institution of lower class into licensed
institution of higher class: (1) Any licensed institution of a lower
class which meets the following conditions may, with the approval of
the Rastra Bank, be converted into a licensed institution of a higher
class:
(a) If it has the capital prescribed by the Rastra Bank for a
licensed institution of such higher class;
(b) If it has been able to earn profits since five consecutive
years;
(c) If its total non-performing loan is within the limit
prescribed by the Rastra Bank;
(d) If it has met all conditions as prescribed by the Rastra
Bank.
(2) If, on receipt of the approval referred to in Sub-section
(1), the concerned licensed institution is required to amend its
memorandum of association and articles of association to carry on the
financial transactions of higher class, it shall amend the same in
accordance with the laws in force and make an application to the
Rastra Bank under this Act to obtain the license of higher class.
37. Conversion of licensed institution of higher class into licensed
institution of lower class: (1) If any licensed institution fails to meet
any of the following conditions, the Rastra Bank may make a decision
to convert it into a Class “B” licensed institution if it is a Class “A”
licensed institution, and into a Class “C” licensed institution if it is a
Class “B” licensed institution:
(a) If it has failed to raise the capital as prescribed within the
period prescribed by the Rastra Bank;
(b) If it has been incurring loss since five consecutive years;
(c) If it has been subjected to action for frequent violations of
the directives issued by the Rastra Bank;
35
(d) If it has failed to maintain a risk-bearing fund as
prescribed by the Rastra Bank.
(2) The Rastra Bank shall, prior to taking action against any
bank or financial institution pursuant to Sub-section (1), give a
reasonable opportunity to the concerned bank or financial institution to
furnish its explanations against such action.
(3) If any licensed bank or financial institution of a higher
class intends to be converted into a licensed bank or financial
institution of a lower class and makes an application o the Rastra Bank
for approval, and if the Rastra Bank gives its approval after making
necessary inquiries, such bank or financial institution shall be
converted into a licensed bank or financial institution of a lower class.
38. Liquid assets required to be maintained: A licensed institution
which collects deposits or supplies credits shall maintain the liquid
assets as prescribed by the Rastra Bank.
39. List of licensed Institutions to be published: (1) The Rastra
Bank shall publish a list of the licensed institutions carrying on the
financial transactions in a newspaper of national circulation in every
three months of a fiscal year.
(2) The list referred to in Sub-section (1) shall be published in
such a manner as to show separately, inter alia, the date of
commencement of the financial transactions by such institutions and
the particulars of the paid-up capital of each institution.
Chapter 5
Provisions relating to Capital
40. Capital to be maintained: (1) The minimum authorized
capital, issued capital and paid-up capital of the lic nsed institutions
shall be as prescribed by the Rastra Bank from time to time.
(2) Every licensed institution existing at the time of
commencement of this Act shall maintain the capital structure referred
to in Sub-section (1) within the period prescribed by the Rastra Bank.
36
(3) No licensed institution which fails to maintain the capital
structure referred to in Sub-section (1) within the period mentioned in
Sub-section (2) shall declare or distribute dividens until it maintains
such capital.
41. Capital to be increased: (1) The Rastra Bank may, if it so deems
appropriate, gives a directive to any licensed institution to increase its
authorized capital, issued capital and paid-up capital existing for the
time being.
(2) If the Rastra Bank gives a directive pursuant to Sub-
section (1), the concerned licensed institution shall increase its
authorized capital, issued capital and paid-up capital.
42. Capital fund: (1) Every licensed institution shall maintain a capit l
fund in the ratio prescribed by the Rastra Bank on the basis of its total
assets or total risk-weighted assets.
(2) If any bank or financial institution fails to maintain the
capital fund as referred to in Sub-section (1), theBoard shall give
information thereof to the Rastra Bank within thirty five days. The
information so given shall also be accompanied by, inter alia, the
reasons for the failure to maintain the capital fund and the plan or
program prepared by the Board to increase the capital fund and restore
it to its previous condition.
(3) On receipt of the information referred to in Sub-section
(2), if the Rastra Bank considers the plan or program submitted by the
Board to be reasonable, it may give a directive to the concerned bank
or financial institution to implement such plan or prog am; and if any
amendment or alteration is to be made in the proposed plan or program,
it may give a directive, accompanied by the reasons for such
amendment or alteration, to the concerned bank or financial institution
to amend or alter such plan or program and implement the same.
(4) If any bank or financial institution fails to meet the
obligation referred to in this Section or if it does not appear that it can
37
do so immediately, the Rastra Bank may take action refer d to in
Section 37 against such bank or financial institution.
(5) Notwithstanding anything contained elsewhere in this
Section, if it is found that the concerned bank or financial institution
has failed to maintain its capital fund as provided for in Sub-section (1)
by the reason of the failure of the Board of Directors to comply with
the directives given by the Rastra Bank from time to time or by the
reason of malice recklessness or mala fide intention of the director or
chief executive, the Rastra Bank may punish such director or chief
executive with a fine equal to the amount involved; and if such act of
the director or chief executive is found to have caused any loss or
damage as a result of the failure to maintain the capital fund, the Rastra
Bank, the concerned bank or financial institution or any shareholder
holding up to five per cent of the paid-up capital of such bank or
financial institution may either individually or collectively file a
petition with the court against such director or chief executive for the
recovery of that amount, in accordance with laws in force.
43. Risk-bearing fund: A licensed institution shall maintain a risk-
bearing fund in the proportion prescribed by the Rastra Bank in such a
manner that it can cover the liability relating to is total assets and off-
balance sheet transactions.
44. General reserve fund: (1) A licensed institution must maintain a
general reserve fund. At least twenty per cent of the net profits of each
year shall be kept on being credited to such fund util the amount of
such fund doubles the paid-up capital.
(2) The amount credited to the reserve fund of a licensed
institution under Sub-section (1) may not be invested or transferred to
any other head without the prior approval of the Rastr Bank.
45. Exchange equalization fund: (1) A licensed institution which has
obtained the license to carry on foreign exchange transactions shall
make necessary accounts adjustments in the profit and loss account of
38
the revaluation profits earned as a result of fluctuations in the
exchange rates of foreign currencies, other than the Indian currency,
every year at the end of the same fiscal year. While making such
accounts adjustment in the profit and loss account, if revaluation
earning has been made in any fiscal year, at least twenty five per cent
of such profits shall be credited to the exchange equalization fund.
Provided that in the case of revaluation profit-loss resulting from
fluctuation in the exchange rate of the Indian currency, it shall be as
prescribed by the Rastra Bank.
(2) No amount credited to the exchange equalization fu d
pursuant to Sub-section (1) shall, without the approval of the Rastra
Bank, be spent or transferred for any purpose other t an the adjustment
of loss resulting from the devaluation of foreign currencies.
46. Restriction on distribution of dividends: (1) No licensed
institution shall declare or distribute dividends to i s shareholders until
it has recovered all of its preliminary expenses andthe losses sustained
by it until the previous year, it sets aside such amount as required to be
set aside for the capital fund, risk-bearing fund and general reserve
fund pursuant to Section 44 and the shares set aside for subscription by
the general public are sold and fully paid-up.
(2) A licensed institution shall obtain the approval of the
Rastra Bank prior to declaring and distributing divi ends.
Chapter 6
Provisions relating to Operation of Financial Transactions

47. Financial transactions which licensed institutions may carry
on: (1)Subject to this Act and the memorandum of association and
articles of association, a Class “A” licensed institution may carry on
the following financial transactions:
(a) Accepting deposits with or without interest, and refund
such deposits;
39
(b) Supplying credit as prescribed by the Rastra Bank;
(c) Dealing in foreign exchange, subject to the laws in force;
(d) Supplying credit for hire-purchase, hypothecation,
leasing, housing and service business;
(e) Engaging in merchant banking business, subject to he
directives of the Rastra Bank;
(f) Making arrangements for jointly supplying credits on the
basis of co-financing in collaboration with other licensed
institutions in accordance with the mutual agreement
entered into for the division of the collateral pari passu;
(g) Issuing guarantees on behalf of its customers, having such
customers execute necessary bonds in consideration
thereof, obtaining security, and acquire their movable or
immovable assets as collateral or on mortgage, or the
assets of third persons as collateral;
(h) Supplying credit against the guarantee provided by any
native or foreign bank or financial institution;
(i) Issuing, accepting, paying, discounting or purchasing and
selling letters of credit, bills of exchange, promissory
notes, cheques, travelers cheques, drafts or other financial
instruments;
(j) Accepting deposits, making payments and transfer funds
through telephones, telex, fax, computers or magnetic
tapes or similar other electronic means or equipment,
subject to the directives issued by the Rastra Bank;
(k) Issuing and accepting credit cards, debit cards, charge
cards and other financial instruments, as well, and
appointing agents to discharge functions relating thereto,
subject to the directives issued by the Rastra Bank;
(l) Accepting, making payments and supplying credit through
automated teller machines and cash dispensing machines;
40
(m) Providing overdraft to persons whom it trusts;
(n) Supplying a fresh credit in lump sum or by installment
against the security of the same movable or immovable
assets which have already been furnished with it or with
any other licensed institution as security, to the extent
covered by the total value of such security;
(o) Acting as an agent of the Rastra Bank on the conditions
prescribed by the Rastra Bank, and carrying on
governmental and other transactions on behalf of the
Government of Nepal;
(p) Remitting or transmitting funds to different places within
or outside the State of Nepal through bills of exchange,
cheques or other financial instruments, purchasing ad
selling gold and silver bullion, shares, debentures, bonds,
etc., and recovering dividends accruing on shares and
interest on promissory notes, debentures, bonds, etc.;
(q) Acting as a commission agent of its customers, taking
custody of and arranging for the sale or purchase of
shares, debentures or securities, collecting interes ,
dividends etc. accruing from shares, debentures or
securities, remitting or transmitting such interests or
dividends to places within or outside the State of Nepal;
(r) Purchasing, selling or accepting bonds issued by the
Government of Nepal or the Rastra Bank;
(s) Arranging for safe deposit vaults;
(t) Carrying on off-balance sheet transactions on such
conditions as may be prescribed by the Rastra Bank;
(u) Supplying credits not exceeding the amount prescribed by
the Rastra Bank, against individual or collective
guarantee, for the economic upliftment of the destitute
41
class, low-income families, victims of natural calamities
and inhabitants in any area of the country;
(v) Exchanging with the Rastra Bank or any other licensed
institutions particulars of, information or notices on
debtors or customers who have obtained credits from it or
other licensed institutions;
(w) Providing guarantee for the supply of credit toits
customers by any other licensed institution;
(x) Mobilizing capital through shares, debentures, bonds,
loan-bonds, saving-bonds or other financial instruments
within the limit prescribed by the Rastra Bank;
(y) Obtaining refinance credit from the Rastra Bank as per
necessity, or obtaining or supplying credits to or from
other licensed institutions;
(z) Doing, or causing to be done, study, research and survey
work relating to the establishment, operation and
evaluation of projects, and providing training, consultancy
and other information;
(aa) Supplying funds received from the Government of Nepal
or other native or foreign agencies as credits for the
promotion of projects, or managing such credits;
(bb) Prescribing conditions, as required, in order to protect its
interests while supplying credits to any persons or
institutions or doing any transaction with them;
(cc) Obtaining credits by pledging its movable or immovable
assets as collateral;
(dd) Writing off credits, subject to the bye-laws framed by the
Board;
(ee) Properly managing or selling its assets;
(ff) Performing such other functions as may be prescribed by
the Rastra Bank.
42
(2) Subject to this Act and the memorandum of association
and articles of association, a Class “B” licensed institution may carry
on the following financial transactions:
(a) Subject to the limit prescribed by the Rastra Bank,
accepting deposits with or without interest, and refund
such deposits;
(b) Supplying credit, other than hypothecation credit, as
prescribed;
(c) Dealing in foreign exchange, subject to the laws in force
and the directives given by the Rastra Bank;
(d) Supplying credit for hire-purchase, leasing, housing and
service business;
(e) Engaging in merchant banking business, subject to he
directives given by the Rastra Bank;
(f) Making arrangements for jointly supplying credits on the
basis of co-financing in collaboration with other licensed
institutions in accordance with the mutual agreement
entered into for the division of the collateral pari passu;
(g) Supplying credits against the guarantee of any native bank
or financial institution;
(h) Issuing guarantees on behalf of its customers, having such
customers execute necessary bonds in consideration
thereof, obtaining security, and acquiring their movable or
immovable assets as collateral or on mortgage, or the
assets of third persons as collateral;
(i) Issuing, accepting, paying, discounting or purchasing and
selling bills of exchange, promissory notes, cheques,
travelers cheques, drafts or hundies;
(j) Accepting deposits, making payments and supplying
credit through automated teller machines and cash
dispensing machines;
43
(k) Providing overdraft to persons whom it trusts;
(l) Obtaining credit against the security of its movable and
immovable property;
(m) Supplying a fresh credit in lump sum or by installment
against the security of the same movable or immovable
property which has already been furnished with, it to the
extent covered by the total value of such security or
supplying a fresh credit in lump sum or by installment
against the security of the same movable or immovable
property which has already been furnished with any other
licensed institution as security, to the extent covered by
the total value of such security;
(n) To issue and accept letters of credit, subject to the
conditions prescribed by the Rastra Bank;
(o) Transmitting funds within the State of Nepal through bills
of exchange, cheques or other financial instruments,
purchasing and selling shares, debentures, bonds, etc., and
recovering dividends accruing on shares and interes on
promissory notes, debentures, bonds, etc.;
(p) Acting as a commission agent of its customers, taking
custody of and arranging for the sale or purchase of
shares, debentures or securities, collecting interes s,
dividends, profits etc. accruing from shares, debentures or
securities;
(q) Purchasing, selling or accepting bonds issued by the
Government of Nepal or the Rastra Bank;
(r) Arranging for safe deposit vaults;
(s) Carrying on off-balance sheet transactions on such
conditions as may be prescribed by the Rastra Bank;
(t) Supplying credits not exceeding the amount prescribed by
the Rastra Bank, against individual or collective
44
guarantee, for the economic upliftment of the destitute
class, low-income families, victims of natural calamities
and inhabitants in any area of the country;
(u) Exchanging with the Rastra Bank or any other licensed
institutions particulars of, information or notices on
debtors or customers who have obtained credits from it or
other licensed institutions;
(v) Providing guarantee for the supply of credit toits
customers by any other licensed institution;
(w) Mobilizing capital through shares, debentures, bonds,
loan-bonds, saving-bonds or other financial instruments
within the limit prescribed by the Rastra Bank;
(x) Obtaining refinance credit from the Rastra Bank as per
necessity, or obtaining or supplying credits to or from
other licensed institutions;
(y) Supplying funds received from the Government of Nepal
or other native or foreign agencies as credits for the
promotion of projects, or managing such credits;
(z) Doing, or causing to be done, study, research and survey
work relating to the establishment, operation and
evaluation of projects, and providing training, consultancy
and other information;
(aa) Writing off credits, subject to the bye-laws framed by the
Board;
(bb) Prescribing conditions, as required, in order to protect its
interests while supplying credits to any persons or
institutions or doing any transaction with them;
(cc) Supplying installment or hire-purchase credit to any
person, firm, company or institution for motor vehicles,
machinery, tools, equipment, durable household goods or
similar other movable property;
45
(dd) Operating projects such as purchase of lands and
construction of buildings for land development and
residential purposes, and selling and managing, or cause
to be sold and managed, such lands and buildings;
(ee) Performing such other functions as may be prescribed by
the Rastra Bank.
(3) Subject to this Act and the memorandum of association
and articles of association, a Class “C” licensed institution may carry
on the following financial transactions:
(a) Subject to the limit prescribed by the Rastra Bank,
accepting deposits with or without interest, and refund
such deposits;
(b) Supplying credit, other than hypothecation credit, as
prescribed;
(c) Supplying credit for hire-purchase, leasing, housing and
service business;
(d) Carrying on merchant banking business;
(e) Writing off credit, subject to the bye-laws made by the
Board;
(f) Supplying credits jointly, on the basis of co-financing in
collaboration with other licensed institutions in
accordance with the mutual agreement entered into for the
division of the collateral pari passu;
(g) Supplying credits against the guarantee of any native bank
or financial institution;
(h) Obtaining credit against the security of its movable and
immovable assets;
(i) Supplying a fresh credit in lump sum or by installment
against the security of the same movable or immovable
property which has already been furnished with, it to the
extent covered by the total value of such security or
46
supplying a fresh credit in lump sum or by installment
against the security of the same movable or immovable
property which has already been furnished with any other
licensed institution as security, to the extent covered by
the total value of such security;
(j) Making proper arrangements of its assets, sell or rent the
same;
(k) Issuing, accepting, paying, discounting or purchasing and
selling bills of exchange, promissory notes, cheques,
travelers cheques, drafts or other financial instruments;
(l) Purchasing and selling the Indian rupees;
(m) Supplying credits not exceeding the amount prescribed by
the Rastra Bank, against individual or collective
guarantee, for the economic upliftment of the destitute
class, low-income families, victims of natural calamities
and inhabitants in any area of the country;
(n) Exchanging with the Rastra Bank or any other licensed
institutions particulars of, information or notices on
debtors or customers who have obtained credit or any kind
of facility from it and other licensed institutions;
(o) Supplying installment or hire-purchase credit to any
person, firm, company or institution for motor vehicles,
machinery, tools, equipment, durable household goods or
similar other movable property;
(p) Supplying credit to any person, firm, company or
institution for purchasing a residential building or
warehouse or purchasing land for constructing such
residential building or warehouse;
(q) Supplying credit (leasing finance) to any person, firm,
company or institution for hiring a motor vehicle,
machine, tools, equipment, durable household good or
47
similar movable property, or renting such movable
property;
(r) Prescribing conditions, as required, in order to protect its
interests while supplying credits to any persons or
institutions or doing any transaction with them;
(s) Issuing guarantees on behalf of its customers, having such
customers execute necessary bonds in consideration
thereof, obtaining security, and acquiring their movable or
immovable properties as collateral or on mortgage, or the
assets of third persons as collateral;
(t) Acting as a commission agent of its customers, taking
custody of, and arranging for the sale or purchase of,
shares, debentures or securities, and collecting interests,
dividends, profits, etc. accruing from shares, debentures
or securities;
(u) Operating projects such as purchase of lands and
construction of buildings for land development and
residential purposes, and selling and managing, or causing
to be sold and managed, such lands and buildings;
(v) Performing such other functions as may be prescribed by
the Rastra Bank.
(4) Subject to the directives given by the Rastra Bank, a Class
“D” licensed institution may carry on the following transactions:
(a) Supplying credit as prescribed;
(b) Supplying micro-credit, with or without any movable or
immovable property as the collateral or security, for
operating any micro-enterprise to any group or members
thereof who have regularly saved for the period presc ibed
by the Rastra Bank and maintained the prescribed saving;
(c) Obtaining loans or grants from any licensed institution or
native or foreign organization, and use such loans or
48
grants for the supply of micro-credit or for making the
same effective;
Provided that approval of the Rastra Bank shall be
obtained prior to obtaining loans or grants from any
foreign organization.
(d) Prior to supplying micro-credits, evaluating the schemes
for which micro-credits have been requested and
determining whether they are feasible;
(e) Engaging in micro-enterprises of such type as may
improve the economic condition of low-income persons;
(f) Holding symposia on micro-enterprises, providing
assistance and training in the formulation of schemes,
providing technical know-how and mobilizing technical
assistance, as required;
(g) Providing necessary services to a group in respect of the
mobilization of micro-credit;
(h) Taking necessary action towards the timely realization of
micro-credits;
(i) Monitoring whether micro-credits have been properly
utilized, and, if they are found not to have been properly
utilized, issuing necessary directives;
(j) Subject to the limit prescribed by the Rastra Bank,
accepting deposits with or without interest, and refund
such deposits;
(k) Obtaining credits by pledging its movable and immovable
assets as collateral, and properly managing the assets;
(l) Writing off credits, subject to the bye-laws framed by the
Board;
(m) Exchanging with the Rastra Bank or any other licensed
institutions particulars of, information or notices on
49
debtors or customers who have obtained credit or any kind
of facility from it and other licensed institutions;
(n) Performing such other functions as may be prescribed by
the Rastra Bank.
48. Activities prohibited for being carried out by licensed
institutions: (1) No licensed institution shall carry out, or cause to be
carried out, the following activities:
(a) Purchasing or selling goods for commercial purpose, or
purchasing any immovable property except when it is
required for its own use;
Provided that this Clause shall not be deemed to prevent
the licensed institutions of Classes “B” and “D” from
purchasing, selling, distributing and managing lands and
buildings in connection with carrying on their business
transactions subject to Section 47.
(b) Advancing credit against the security of its own shares;
(c) Supplying credit or facility to any promoters, directors,
persons who have subscribed one per cent or more of its
shares, chief executive or any family member of such
persons or to any firms, companies or institutions which
are entitled to nominate or appoint directors;
(d) Supplying any type of credit or facility to any promoters,
directors, persons who have subscribed one per centor
more of its shares, chief executive or any family member
of such persons or managing agent or any firms,
companies or institutions which are entitled to nominate
or appoint directors or any firms, companies or
institutions in which the institution has a financial
interest;
(e) Supplying credit or facility in an amount exceeding such
percentage of its capital fund as may be prescribed by the
50
Rastra Bank to a single customer, company and companies
or partnership firms of a single group;
Explanation: The expression "companies or partnership
firms of a single group" means a group of such companies
or partnership firms as may be prescribed by the Rastra
Bank from time to time.
(f) Supplying any type of credit to any person, firm, company
or institution against the guarantee given by the
promoters, directors or chief executive;
(g) Making investment in the securities of those licensed
institutions which have obtained permission from the
Rastra Bank to carry on the financial transactions of
Classes “A”, “B” and “C”;
(h) Making investment of an amount exceeding the limit
prescribed by the Rastra Bank in the share capital of any
other institution;
(i) Indulging with other licensed institutions to mutually
create any type of monopoly or any other type of
controlled practice in the financial transactions;
(j) Doing any kind of act which is capable of creating an
artificial obstruction in the competitive environment of
the financial sector, with the intention of deriving undue
advantage;
(k) Doing such other acts prohibited from being done by a
licensed institution as may be prescribed by the Rastra
Bank.
(2) Notwithstanding anything contained in Clause s (c) and
(d) of Sub-section (1) or elsewhere in this Act, nothing shall be
deemed to bar the supplying of credit against loan-bo ds or fixed
deposit receipts issued by the Government of Nepal or the Rastra Bank
or the providing of credit facility or advance under the provisions made
51
the employee facilities to any promoter, director, chief executive or
shareholder holding more than one percent of its shares in cases if such
chief executive or shareholder is holding any post f such licensed
institution.
(3) No licensed institution shall, for the purpose of saving any
person who makes deposits in an account of the funds earned by that in
an illegal manner from legal action, provide any kind of assistance to
such person to hide, convert, pay or transfer such f nds or to hide or lie
about the origin or source thereof or to do any thing for that purpose. If
any licensed institution receives information about the commission of
such act or suspects that any such act has been done, it shall forthwith
provide particulars thereof to the Rastra Bank or t any other
concerned body responsible for controlling deflection of currency.
Chapter-7
Regulation, Inspection and Supervision
49. Power of Rastra Bank to regulate: (1) The Rastra Bank shall have
full powers to regulate and systematize the functions a d activities of
licensed institutions.
(2) The Rastra Bank may frame Rules and Bye-laws on such
matters it may consider necessary and issue necessary orders,
directives, notices and circulars in connection with carrying out
regulation operations pursuant to Sub-section (1); and it shall be the
duty of the licensed institutions concerned to comply with such Rules,
orders, directives, notices and circulars.
50. Banking or financial system and credit control: The Rastra Bank
may issue directives to the licensed institutions from time to time in
relation to the banking or financial system, currency and credit. It shall
be the duty of the licensed institutions to comply with such directives.
51. Power of Rastra Bank to issue directives in relation to interest
rates: (1) The rates of interest to be paid on deposits and to be
52
charged on credits by the licensed institutions shall be as prescribed by
the Rastra Bank.
(2) Notwithstanding anything contained in Sub-section (1),
the Rastra Bank may, if it so deems necessary in order to carry on, or
cause to be carried on, the financial transactions in a competitive
manner, delegate the power to fix such interest rates to the licensed
institutions.
52. Power of Rastra Bank to inspect and supervise: (1) The Rastra
Bank may inspect and supervise, or cause to be inspected and
supervised, any office of a licensed institution at any time. The Rastra
Bank may carry out such inspection and supervision operations by
deputing any of its officers or any expert designated by it to the
concerned office (on-site) or by requisitioning detailed statements and
information to be furnished to it (off-site).
(2) It shall be the duty of the licensed institution concerned or
the concerned officer of such licensed institution t provide, and allow
inspection or examination of, such records, data, particulars,
information, programs created through electronic media, st tements
and financial control system or any other necessary document as
demanded by the officer or expert or the Rastra Bank carrying out
inspection and supervision pursuant to Sub-section (1) to, and by, such
officer, expert or the Rastra Bank within such time as specified by such
officer, expert or the Rastra Bank.
(3) The Rastra Bank or the officer carrying out inspection and
supervision pursuant to this Section may cause any officer or employee
of the licensed institution concerned to make deposition in writing in
respect of any acts and actions considered necessary in the course of
such inspection and supervision.
(4) If the officer carrying out inspection and supervision
pursuant to this Section so deems necessary in the course of such
inspection and supervision, he or she may affix his or her seal on the
53
treasuries, accounts, records, books, ledgers and other documents of
the licensed institution concerned as well as on the warehouses pledged
to it as security and cause the licensed institution c ncerned to hold the
same under its custody.
(5) The Rastra Bank or the officer carrying out inspection and
supervision may give necessary directives to the licnsed institution
concerned in respect of the matters considered necessary in the course
of carrying out inspection and supervision. It shall be the duty of the
licensed institution concerned to comply with the directives so given
by the Rastra Bank or the officer carrying out inspection and
supervision. The officer carrying out inspection and supervision shall,
as soon as possible, provide the Rastra Bank with the information of
the directives so given.
53. Inspections to be made by foreign banks or financial
institutions: (1) A foreign bank or financial institution may, with the
approval of the Rastra Bank under this Act, inspect its office
established in the State of Nepal, subject to such conditions as may be
prescribed by the Rastra Bank.
(2) A copy of the report of inspection made by a foreign bank
or financial institution pursuant to Sub-section (1) shall be submitted to
the Rastra Bank.
54. Control over licensed institutions: (1) Notwithstanding anything
contained elsewhere in this Act, if the Rastra Bank is satisfied that a
licensed institution has violated the Nepal Rastra B nk Act, 2058
(2002), this Act or the rules or bye-laws framed hereunder or the
orders or directives issued hereunder or is satisfied, on the basis of the
inspection and supervision report of the Rastra Bank, that a licensed
institution has failed or is likely to fail to perform the obligations
required to be performed by the licensed institution or that a bank or
financial institution has not been operated smoothly or has done any
thing contrary to the interests of its shareholders o depositors, the
54
Rastra Bank may suspend the Board of Directors of such licensed
institution and take such licensed institution under its control.
(2) After taking any licensed institution under its control
pursuant to Sub-section (1), the Rastra Bank may either itself carry out
the management of such licensed institution or cause s ch management
to be carried out by any appropriate person, firm, company or
institution appointed by it.
(3) The Rastra Bank shall, within one year after the
management of a licensed institution has been carried out by itself or
through any other person, firm, company or institution pursuant to
Sub-section (2), perform, or cause to be performed, a fin ncial and
management audit, of such institution and publicly publish a report
thereof.
(4) If the Rastra Bank is satisfied, from the report referred to
in Sub-section (3), that the financial institution concerned has become
incapable of performing the liabilities required to be performed by it or
that such institution has reached a stage if it cannot be operated
smoothly, the Rastra Bank may make an application to the Appellate
Court for the cancellation of registration of such licensed institution.
(5) If the Rastra Bank is satisfied, from the report referred to
in Sub-section (3), that the financial institution concerned has become
capable of performing the liabilities required to be p rformed by it or
that such institution has reached a stage if it can be operated smoothly,
the Rastra Bank may take the following action:
(a) To remove the suspension of the Board of Directors of the
licensed institution made pursuant to Sub-section (1) and
again hand over the management of the institution to that
Board, or
(b) To dismiss the Board of Directors of the licensed
institution which has been suspended pursuant to Sub-
section (1), form a new Board of Directors from amongst
55
the shareholders of the licensed institution, and hand over
the management of that institution to the new Board, o
(c) To call a general meeting of the licensed institution, get a
new Board of Directors formed by the meeting, and hand
over the management of the licensed to the Board , or
(d) To take any such other action as the Rastra Bank thinks
proper.
(6) Prior to taking a licensed institution under its control
pursuant to Sub-section (1), the Rastra Bank shall give an opportunity
to the concerned licensed institution to defend itself, by providing it
with a time-limit not exceeding 15 days, according to the situation.
(7) The licensed institution concerned shall bear all expenses
incurred by the Rastra Bank in every act and action d e and taken by
it after taking such institution under its control pursuant to this Section.
(8) The Rastra Bank shall give information on having taken
any licensed institution under its control pursuant to Sub-section (1) to
the Government of Nepal.
55. Returns to be submitted: A licensed institution shall submit to the
Rastra Bank the following particulars as prescribed y the Rastra Bank
on a regular basis:
(a) On-balance sheet and off-balance sheet transactions, and the
accounts and statements of income and expenditure related
thereto;
(b) Particulars relating the conditions or restrictions imposed in
relation to all types of on-balance sheet and off-balance sheet
transactions;
(c) Particulars concerning the situation in relation to foreign
currencies, exchange rates (SPOT), forward exchange rates or
similar other instruments, and other processes of electronic or
other payment systems;
56
(d) Such other particulars and documents as may be prescribed by
the Rastra Bank.
Chapter 8
Provisions Relating to Supply and Recovery of Credits
56. Credit to be supplied: (1) A licensed institution shall supply credit
as prescribed by the Rastra Bank, subject to the directives given by the
Rastra Bank and the credit policy determined by the Board.
(2) While supplying credit, a licensed institution shall obtain
any movable or immovable property acceptable to it as a security or an
appropriate guarantee in a manner to safeguard its interests.
(3) A licensed institution shall write to the concern d office
to so withhold any property which it has taken up as the security
against a credit pursuant to this Section that such property cannot be
registered in the name of or transferred to any person in any manner
whatsoever.
(4) When requested by a licensed institution to withhold
registration or transmission pursuant to Sub-section (3), the concerned
office shall withhold the registration or transmission thereof.
(5) The Rastra Bank may give necessary directive to the
licensed institution to disburse credits for such class and in such area
as prioritized for the economic upliftment of the persons belonging to a
low-income and indigent class and of the inhabitants re iding in any
specific geographical region.
57. Provisions relating to recovery of credit: (1) If any person, firm,
company or institution fails to abide by the terms of the credit
agreement or any terms and covenants made with a licensed institution
or fails to repay credit to the licensed institution within the time-limit
stipulated in the deed, or if the licensed institution finds through
investigations that the borrower has not used the credit amount for the
purpose for which it has been supplied or has misappropriated or
misused it, the licensed institution may, notwithstanding anything
57
contained in the concerned deed or in the laws in force, recover its
principal and interest by auctioning or otherwise disposing of any
property pledged to it, or any collateral or security deposited with it,
by the borrower.
(2) If a person, firm, company or institution borrowing credit
relinquishes in any manner the title to the property pledged to the
licensed institution as a collateral or security or if the value of such
collateral or security declines for any other reason, the licensed
institution may, notwithstanding anything contained in the laws in
force, ask the concerned person, firm, company or institution to furnish
additional collateral or security within a period as prescribed by it. If
the concerned person, firm, company or institution fails to furnish
additional collateral or security within the time-limit prescribed by the
licensed institution or if the principal and interest cannot be recovered
from the collateral or security pledged, the licensed institution may, in
accordance with the laws in force, recover its principal and interest
from any other movable and immovable property owned by the
borrower or to which the borrower has title.
(3) The amount of principal and interest due to the lic nsed
institution and the expenses incurred in auction or other disposal of a
property made pursuant to this Section shall be deducted from the
proceeds of such auction or disposal, and the balance, if any, shall be
refunded to the concerned person, firm, company or institution.
(4) The licensed institution shall write to the conerned office
for registration or transmission of the assets auctioned by it pursuant to
this Section in the name of the person who has taken over it on such
auction in accordance with the laws in force.
(5) When so requested by the licensed institution for
registration or transmission pursuant to Sub-section (4), the concerned
office shall make registration or transmission notwithstanding anything
contained in the laws in force.
58
(6) If no one offers a bid in an auction sale, by a licensed
institution under this Section, of the movable and immovable property
pledged as the collateral or security, the licensed institution shall take
over the ownership of such property as prescribed.
(7) The licensed institution shall write to the conerned office
for registration or transmission of the property of which ownership has
been taken over by such institution pursuant to Sub-section in its name.
When so requested, the concerned office shall make registration
or transmission of such property in the name of such li ensed
institution notwithstanding anything contained in the laws in force.
(8) If the previous owner of the property taken over by a
licensed institution or any person in an auction refus s to allow its
possession and use and the licensed institution or that person requests
to have the same available for possession and use according to the laws
in force, the appropriate body of the Government of Nepal shall render
necessary assistance.
(9) No licensed institution shall hold up action for the
recovery of credit which has not been written off pursuant to Clause
(dd) of Sub-section (1) of, Clause (aa) of Sub-section (2) of, Clause
(e) of Sub-section (3) of, and Clause (l) of Sub-section (4) of, Section
47.
(10) If any person, firm, company or institution has f iled to
repay the credit borrowed from a licensed institution within the
repayment period of the credit deed, and while taking action pursuant
to this Section for the recovery of such credit, the licensed institution
concerned shall write to the Credit Information Center Limited to
include such person, firm, company or institution in the black list in
accordance with the laws in force.
(11) If a credit cannot be recovered even while taking action
for the recovery of such credit against any person, firm, company or
institution pursuant to this Section, the licensed institution concerned
59
may, for the purpose of recovering such credit also from any other
property of the borrowing person, firm, company or inst tution situated
abroad, institute action for the recovery of credit including the
withholding of property in accordance with the laws in force.
(12) If a credit cannot be recovered even upon taking all
actions on recovery of credit pursuant to Clause s (1) to (8), the
licensed institution may make a request to the Rastra Bank for
necessary provision to withhold and seize the passport of the borrower
person and to deprive such borrower from any facilities to be provided
by the State. On receipt of such request, the Rastra Bank shall forward
the matter, accompanied by its opinion, to the Governme t of Nepal for
necessary action.
Chapter- 9
Provisions Relating to Accounts, Records, Returns and Reports
58. Accounts and records to be maintained accurately: (1) A
licensed institution shall maintain its accounts, ledg rs, records, and
books of accounts truly and correctly.
(2) The accounts to be maintained pursuant to Sub-section (1)
shall be so maintained according to the universally ccepted principles
based upon the double entry system as to clearly reflect the actual
condition of the transactions of the licensed institution.
(3) Save as otherwise permitted by the Rastra Bank, the
accounts to be maintained pursuant to Sub-section (1) shall be
maintained at its registered office.
59. Balance sheet, profit and loss account and audit: (1) A licensed
institution shall prepare its balance sheet, profit and loss account, cash
flow statement and other financial statements, as well, in such format
and in accordance with such procedure as may be prescrib d by the
Rastra Bank.
(2) A licensed institution shall, no later than five months after
the expiry of a financial year, prepare its balance sh et, profit and loss
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account, cash flow statement and other financial statements, as well, in
such format and in accordance with such procedure as m y be
prescribed by the Rastra Bank and have them audited. Such financial
statements shall be signed by at least two directors, he chief executive
and the auditor.
(3) If any licensed institution which has failed tohave its
accounts audited within the period referred to in Sub-section (2) makes
a request, accompanied by a reasonable reason, for an extension of the
period for audit, the Rastra Bank may extend a period of not more than
three months.
(4) The Rastra Bank may appoint an auditor to audit the
accounts of a licensed institution which fails to have its accounts
audited even within the period referred to in Sub-section (3).
(5) The auditor appointed pursuant to Sub-section (4) shall
submit a report of audit performed by him or her to the concerned
licensed institution and the Rastra Bank.
(6) The auditor appointed pursuant to Sub-section (4) shall
receive such remuneration as prescribed by the Rastra Bank. It shall be
the duty of the concerned licensed institution to pay to the auditor so
appointed the remuneration prescribed by the Rastra Bank.
60. Appointment of auditor: (1) The general meeting of a bank or
financial institution shall appoint an auditor.
(2) The general meeting shall appoint an auditor pursuant to
Sub-section (1) from amongst the auditors included in the list of
auditors approved by the Rastra Bank.
Provided that the general meeting shall not appoint the same
auditor for more than three consecutive times.
(3) While appointing an auditor from amongst the auditors
included in the list of auditors approved by the Rastr Bank, the
general meeting shall appoint a chartered accountant in the case of a
licensed institution of Class “A” or “B” or “C”, and a chartered
61
accountant or a registered auditor in the case of a licensed institution
of Class “D”.
(4) The Rastra Bank may, at any time, remove any auditor
who fails to fulfill his or her duty from the list of auditors entitled to
audit the accounts of licensed institutions.
61. Disqualification for appointment as auditor: Any of the
following persons or any firm or company in which such person is a
promoter or partner shall not be eligible to be appointed as an auditor
of a licensed institution and shall cease to hold the office of auditor
even though such person is already appointed:
(a) A director of the licensed institution or his or her family
member;
(b) An employee of the licensed institution;
(c) A person working as a partner of any director or employee
of the licensed institution;
(d) A debtor of the licensed institution;
(e) A person who has been punished in an offense relating to
audit, and a period of five years has not lapsed after he or
she has served the punishment;
(f) A person who is insolvent;
(g) A person, firm, company or institution having subcribed
one percent or more of the shares in the licensed
institution;
(h) A person who has been punished by the court for a
criminal offense involving moral turpitude, and a period
of five years has not lapsed after he or she has served the
punishment;
(i) A person who has been punished by a court for an offense
relating to corruption or cheating;
(j) A person who is not included in the list of auditors
approved by the Rastra Bank.
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62. Returns to be submitted: A licensed institution shall, at all times,
provide all such accounts, records, books, ledgers and other statements
as demanded by the auditor in the course of performing audit. In
addition, the officer responsible for providing such returns shall also
furnish forthwith accurate replies to the queries made by the auditor
63. Functions, duties and powers of auditor: (1) The functions, duties
and powers of an auditor appointed pursuant to Section 60 shall be as
provided in the laws in force.
(2) In addition to the matters prescribed by the laws in force,
the auditor shall clearly mention the following matters in his or her
report:
(a) Whether or not replies to the queries asked by him or her
were given;
(b) Whether or not the balance sheet, profit and loss account,
cash flow statement and other financial statements, as
well, have been prepared in such format and in accordance
with such procedure as prescribed by the Rastra Bank, d
whether or not they correspond to the accounts, records,
books and ledgers maintained by the institution;
(c) Whether or not the accounts, records, books and ledgers
have been maintained accurately in accordance with the
laws in force;
(d) Whether or not any officer of the licensed insttution has
done any act contrary to the laws in force or committed
any irregularity or caused any loss or damage to the
licensed institution;
(e) Whether or not the transactions of the licensed institution
have been carried on in a satisfactory manner;
(f) Whether or not the capital fund and the risk-bearing fund
have been maintained adequately;
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(g) Whether or not credits have been written off as
prescribed;
(h) Whether or not action has been taken in accordance with
the directives given by the Rastra Bank;
(i) Whether or not action has been taken to protect the
interests of depositors and investors;
(j) Whetheor not the returns received from the offices of the
licensed institution were adequate for the purpose of
audit;
(k) Other matters, which, in his or her opinion, should be
made known to the shareholders;
(l) Such other matters prescribed by the Rastra Bank s
required to be mentioned by an auditor in his or her
report, and
(m) Necessary suggestions.
64. Report to be forwarded: (1) The auditor shall forward a report of
audit performed by him or her to the concerned licensed institution and
the Rastra Bank.
(2) While forwarding the audit report to the Rastra B nk
pursuant to Sub-section (1), the auditor shall also attach therewith
other reports related with the audit of the licensed institution as well as
such documents as prescribed by the Rastra Bank.
65. In the event of vacancy in office of auditor: If the office of an
auditor appointed pursuant to Section 60 falls vacant because of his or
her death or resignation or for any other reason, the Board may appoint
another auditor to the vacant office for the remainder of term of the
predecessor by fulfilling the procedures laid down in the said Section.
The appointment of an auditor so made shall be endorse by the annual
general meeting to be held immediately thereafter.
66. Auditor to certify: The auditor shall mark the accounts, records,
books and ledgers audited by him or her by affixing his or her
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signature thereon and also mentioning therein the dat on which he or
she audited them.
67. Remuneration of auditor: The remuneration of the auditor shall be
as prescribed by the general meeting if he or she has been appointed by
the general meeting, and by the Board if he or she has been appointed
by the Board.
Chapter-10
Provisions Relating to Merger of Licensed
Institutions
68. Merger of licensed institutions: A licensed institution may, by fulfilling
the procedures referred to in this Act, be merged with another licensed institution
in accordance with the laws in force.
69. Application to be made for merger of licensed institutions with
each other: (1) If any licensed institution wishes to be merged with
or merging another licensed institution, both the merging and merged
licensed institutions shall adopt a special resoluti n to that effect in
their respective general meetings and make a joint application, setting
out the following matters, to the Rastra Bank for approval:
(a) Audit report of the last fiscal year of the merging licensed
institution, along with its audited balance sheet, profit and
loss account, cash flow statement and other financial
statements;
(b) A copy of the written consent of the creditors of both the
merging and merged licensed institutions to merge or to
be merged;
(c) Valuation of the movable and immovable properties of,
and actual details of the assets and liabilities of, the
merging licensed institution;
(d) A copy of the decision as to the employees of the merging
licensed institution;
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(e) Such other necessary matters as prescribed by the Rastra
Bank in relation to the merger of the licensed institutions.
(2) If an application is made for approval pursuant to Sub-
section (1), the Rastra Bank shall examine the documents and returns
attached with the application and decide whether or n t to grant
approval for the merger of the licensed institutions with each other and
give information thereof to the concerned licensed institutions within
forty five days, and within a period of additional fifteen days if the
Rastra Bank has demanded any returns or documents in the course of
making decision.
(3) Notwithstanding anything contained elsewhere in this Act,
the Rastra Bank shall not grant approval for the merger of any two or
more than two licensed institutions if it sees that the merger of such
licensed institutions is likely to create an environment of unhealthy
competition or to give rise to the monopoly or controlled practices of
any licensed institution in the financial sector.
(4) On receipt of an approval from the Rastra Bank for merger
pursuant to Sub-section (2), all the assets and liabilities of the merging
licensed institution shall be transferred to the merged licensed
institution.
(5) The Rastra Bank shall maintain records of the merged
licensed institutions.
(6) The Rastra Bank may issue necessary directives in
relation to other procedures relating to the merger of licensed
institutions.
(7) The Rastra Bank shall publish in a newspaper of national
circulation at least once within thirty days after he date of decision a
notice containing the particulars of the decision made by it in relation
to the merger of any licensed institution for the information of the
general public.

66
Chapter-11
Provisions Relating to Offenses and Punishment
70. Acts to be deemed as offenses: Commission of any of the following
acts shall be deemed to be a commission of an offense u d r this Act:
(a) Carrying on the financial transactions without btaining a
license under this Act or in contravention of the
conditions of the license or accepting deposits or
supplying credit or issuing debentures or other financial
instruments in violation of this Act or the orders or
directives issued under this Act or paying or obtaining
interest in contravention of the term prescribed by the
Rastra Bank or dealing in foreign exchange in
contravention of this Act or the laws in force or the orders
or directives issued under this Act;
(b) Failure of any officer who is responsible for maint ining
the secrecy of the financial transactions, accounts,
records, ledgers, books and other accounts related
documents of the licensed institution pursuant to this Act
or the orders or directives issued under this Act to
maintain such secrecy;
(c) Violation by any one of this Act or any order or directive
issued under this Act, other than that mentioned in Clause
(a) or (b).
71. Punishment: (1) Any person who commits any of the following
offenses shall be punished as follows:
(a) Any person who carries on the financial transactions
without obtaining a license under this Act shall be
punished with a fine not exceeding three hundred p r cent
of the amount involved in the transactions or with
imprisonment for a term not exceeding three years or with
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both punishments, along with the confiscation of the
amount involved in the said transactions.
(b) Any person who deals in foreign exchange in
contravention of this Act or any other laws in force shall
be punished with a fine not exceeding three hundred p r
cent of the amount involved in the offense or with
imprisonment for a term not exceeding three years or with
both punishments.
(c) Any person who accepts deposits or supplies credit or
issues debentures or other financial instruments in
contravention of this Act or the order or directive issued
under this Act or pays or obtains interest in contravention
of the term prescribed by the Rastra Bank shall be
punished with a fine not exceeding two hundred per cent
of the amount involved in the offense or with
imprisonment for a term not exceeding two years or with
both punishments.
(d) If any officer who is responsible for maintaining the
secrecy of the financial transactions, accounts, records,
ledgers, books and other accounts related documents of a
licensed institution pursuant to this Act or the order or
directive issued under this Act fails to maintain such
secrecy, such officer shall be punished with a fine not
exceeding five hundred thousand rupees or with
imprisonment for a term not exceeding one year or with
both punishments.
(e) Any person who commits the offense referred to in Clause
(c) of Section 70 shall be punished with a fine equal to the
amount involved in the offense or with imprisonment for a
term not exceeding one year or with both punishment,
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along with the confiscation of the amount involved in the
offense.
(f) If it is not possible to confiscate, and determine the figure
of, the amount involved in an act and action done and
taken by any person in contravention of this Act, such
person shall be punished with a fine not exceeding o e
million rupees or with imprisonment for a term not
exceeding one year or with both punishment, according to
the gravity of the offense.
(2) If any licensed institution or any other person, firm,
company, or institution commits any offense referred to in Section 70,
the concerned officer of such licensed person, firm, company or
institution who commits such offense shall be subjected to the
punishment as referred to in this Section.
(3) Any licensed institution or any other person, firm,
company or institution that attempts to commit any offens referred to
in Section 70 or aids and abets in the commission of such offense in
any manner shall be subjected to punishment which is not more than
half the punishment referred to in Sub-section (1).
72. Government of Nepal to be plaintiff: Any case relating to the
offense referred to in Section 70 shall be filed, with the Government of
Nepal being the plaintiff, and such case shall be de med to have been
included in Schedule 1 of the Government Cases Act, 2049 (1993).
73. Rastra Bank to give information: If the Rastra Bank learns from
any source that any person has committed any of the offenses referred
to in Section 70, the Rastra Bank shall write to the Government of
Nepal or concerned body for necessary action.
74. Punishment for violation of regulation of Rastra Bank: (1)If
any licensed institution violates any order or directive issued by the
Rastra Bank under the Nepal Rastra Bank Act, 2058 (2002) or this Act
or the Rules or Bye-laws framed there under the Rastra Bank may
69
impose the following punishment on such licensed institution,
according to the gravity of the violation of regulation:
(a) To warn, or give warning in writing;
(b) To get the Board of Directors to sign a bond for taking
reformative measures;
(c) To issue written order to end repeated violations, remain
away therefrom and take reformative measures;
(d) To restrain the licensed institution from distributing
dividends to its shareholders or issuing bonus shares or
from doing both of these acts;
(e) To restrain the licensed institution from accepting
deposits or advancing credits or from doing both of these
acts;
(f) To impose a full or partial restriction on the transactions
of the licensed institution;
(j) To suspend or cancel the license of the licensed
institution;
(k) To file an application with the Appellate Court for the
dissolution of the licensed institution.
(2) Notwithstanding anything contained in Sub-section (1), in
the event of the failure of a licensed institution to submit such
documents, returns, data or records as demanded by the Rastra Bank or
its officer carrying out inspection and supervision u der the Nepal
Rastra Bank Act, (2002) or this Act or the Rules or Bye-laws framed
thereunder, within the time prescribed by the Rastra Bank or its officer
carrying out such inspection and supervision, the Rastra Bank may
punish such licensed institution with a fine ranging from ten thousand
rupees to fifty thousand rupees, based on the classification of the
licensed institution.
(3) If the licensed institution fails to pay the fine imposed
under Sub-section (2) within three days, the Rastra Bank may realize it
70
by debiting it from the account of such licensed institution with the
Rastra Bank.
(4) If any officer of a licensed institution violates the Nepal
Rastra Bank Act, 2058(2002) or this Act or the Rules or Bye-laws
framed thereunder or any order or directive issued by the Rastra Bank
thereunder or acts contrary to the interests of depositors or investors or
fails to submit such documents, returns, data or records as demanded
by the Rastra Bank or its officer carrying out inspection and
supervision, within the time prescribed by the Rastr Bank or its
officer carrying out such inspection and supervision, the Rastra Bank
may punish such officer with punishment as follows, according to the
gravity of the violation of such order or directive:
(a) To warn or admonish him or her.
(b) To suspend him or her.
(c) To impose on him or her a fine not exceeding five
hundred thousand rupees.
(d) To order the Board of Directors of the concerned licensed
institution to withhold all facilities including his or her salary and
allowances.
(e) To order the Board of Directors of the concerned licensed
institution to remove him or her from the office of director if he or she
is a director or to retire him or her from the service f he or she is an
officer, notwithstanding anything contained in the laws relating to the
conditions of service of such employee.
(5) While imposing punishment on any person under this
Section, such person shall not be deprived of a reason ble opportunity
to defend him or her.
Provided that while imposing punishment under Clause s (a),
(b), (c) and (d) of Sub-section (1), Sub-section (2) and Clause s (a) and
(b) of Sub-section (4), it shall not be necessary to provide an
opportunity for defense.
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75. Appeal: (1) Any licensed institution or any officer of that institution
who is not satisfied with any punishment imposed by the Rastra Bank
under Section 74 may make an appeal to the Appellate Court within
thirty five days from the date of receipt of the orde of such
punishment.
(2) While making an appeal pursuant to Sub-section (1), a
deposit in a sum that is fifty per cent of the fine, if any, imposed, shall
be furnished with the Rastra Bank.
Chapter-12
Miscellaneous
76. Permission to be obtained for voluntary liquidation: (1) A
licensed institution shall not voluntarily liquidate itself without
obtaining prior approval of the Rastra Bank.
(2) If an application for voluntary liquidation is made by a
licensed institution pursuant to Sub-section (1), the Rastra Bank may,
if, upon making necessary inquiries, it is satisfied that the licensed
institution is in a position to fully settle its loans and liabilities, give
permission to the licensed institution to undergo voluntary liquidation,
subject to the conditions prescribed by the Rastra Bank.
77. Order of priority in settlement of liabilities on liquidation of
licensed institution:
Notwithstanding anything contained in the laws in force, liabilities
shall be settled according to the following order of priority in the
course of carrying out liquidation or insolvency of a licensed
institution in any manner:
(a) Expenses incurred in liquidation.
(b) Payments outstanding to depositors on saving accounts.
(c) Payments outstanding to depositors on fixed accounts.
(d) Payments outstanding to other depositors.
(e) Taxes, fees and other charges payable according to the
laws in force.
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(f) Credit obtained from the Rastra Bank.
(g) Salary, allowances, provident fund, gratuity and other
amounts outstanding to employees.
(h) Other credits obtained by the licensed institution.
(i) Shareholders.
78. Arbitration/mediation: In the event of any dispute between the
licensed institutions, the Rastra Bank shall arbitrate/mediate the same.
A decision given by the Rastra Bank in respect of such
arbitration/mediation shall be final.
79. Secrecy to be maintained: (1) Notwithstanding anything
contained in the laws in force, the relationship between a licensed
institution and its customers and information pertaining to its accounts,
records, books, ledgers and statements shall not be disclosed to any
person other than the concerned person.
(2) Notwithstanding anything contained in Sub-section (1), if
such information is provided in any of the following circumstances, the
secrecy shall not be deemed to have been violated:
(a) If it is provided to the Rastra Bank pursuant to the Nepal
Rastra Bank Act, 2058 (2002) or this Act or the Rules or
Bye-laws framed thereunder or the orders or directivs
issued thereunder;
(b) If it is provided to a court in connection with any lawsuit
or any other legal action;
(c) If it is provided to the legally authorized official making
inquiries and investigations or prosecution, in connection
with such inquiries and investigations or prosecution;
(d) If it is provided to the auditor in connection with audit;
(e) If it is mentioned in the audit report by the auditor;
(f) If it is provided to the enquiry committee or the
investigation officer authorized by the laws in force, in
the course of enquiries;
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(g) If banking information is exchanged between two or more
countries on the basis of a bilateral or multilateral t eaty;
(h) If it is provided in the course of exchanging credit
between the licensed institutions;
(i) If, in the course of investigation of any case of specific
nature, the Government of Nepal, Ministry of Finance, has
made a request, accompanied by the reason therefor, for
providing the details of the account of the licensed
institution or any details of the account of any person,
firm, company or institution maintained with the licensed
institution, and if the Rastra Bank has given direction for
the same.
(3) The Government of Nepal, court, Rastra Bank, enquiry
committee, investigating or prosecuting official, auditor or inspector or
any other person appointed under this Act shall not divulge the secrecy
of any information or particulars received under Sub-section (2).
(4) The directors, chief executive, employees, auditor and
advisors of a licensed institution shall not divulge the secrecy of the
accounts, records, books, ledgers and any other information of the
licensed institution the secrecy of which is required to be maintained in
such a manner as to undermine the relationship between th licensed
institution and its customers.
80. Power to give directive to freeze accounts: (1)In the course of
carrying out the investigation of any type of crime or maintaining the
national interests by controlling national or international terrorist
activities or organized crimes, the Rastra Bank may, at any time, give
directive to a licensed institution to freeze any account opened with the
licensed institution in the name of any person, firm, company or
institution in such a manner as to prevent the withdrawal or transfer of
funds in any way from that account.
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(2) It shall be the duty of the concerned licensed institution to
comply with the directive given by the Rastra Bank pursuant to Sub-
section (1).
81. Claim or title to deposits: (1) Claims of any person other than
the actual depositor to deposits made with a licensed institution shall
not be entertained. In the event of the death of the depositor, the person
willed by him or her, if any, and if such beneficiary also dies or if no
person has been willed by the depositor, the surviving person from
amongst his or her relatives, in the following order, shall have first title
to such deposits:
(a) Husband or wife living in a joint family;
(b) Son or daughter, or adopted son or adopted daughter,
living in a joint family;
(c) Father, mother, grand-son, or grand-daughter from the
son's side living in a joint family;
(d) Husband or wife, son, unmarried daughter, father or
mother who is living separately;
(e) Grand-father or grand-mother of the father's side, brother
or unmarried sister, living in a joint family;
(f) Nephew, niece, or step-mother living in an undivi ed
family, or a grand-son or unmarried grand-daughter from
the son's side who is living separately;
(g) Uncle, widowed aunt, sister-in-law (elder or younger
brother's wife), or grand-daughter-in-law living ina joint
family;
(h) Brothers living separately;
(i) Married sisters, grand-father, grand-mother, widowed
daughter-in-law, grand-daughter-in-law, or nephew who
are living separately.
(2) If there is no one in the order of priority referred to in
Sub-section (1), the heir shall have the title to such deposit, and if
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there is not even an heir, the deposit shall accrue to the Government of
Nepal.
(3) Notwithstanding anything contained in the laws in force,
no amount deposited with a licensed institution shall be handed over to
anyone without the approval of the person who has the title thereto
under Sub-section (1).
82. Particulars of unclaimed deposits or dividends: (1)A licensed
institution shall submit to the Rastra Bank particulars of deposit
accounts which have remained unoperated, and of those the title to
which have not been claimed under this Act for ten yars, within the
first month of each fiscal year.
(2) A licensed institution shall submit to the Rastr Bank
particulars of dividends payable to shareholders or their heirs who have
failed to claim payment thereof even within five years from the date of
declaration of the dividends, within the first month of each fiscal year.
(3) A licensed institution shall publish at least one time in a
newspaper of national circulation particulars of the accounts which
have remained unoperated or deposits or dividends which ave not
been claimed or distributed as mentioned in Sub-section (1) or (2).
83. Recovery from or confiscation of deposits: If any business or
transaction is carried on by pledging as collateral or security the
amount deposited with a licensed institution, or if amounts are
deposited with a licensed institution with misappropriated funds
belonging to the governmental body or any body fully owned by the
Government of Nepal, or with funds obtained by committing any action
which is deemed to be an offense under the laws in force, or with funds
collected through any activity relating to terrorism or organized crime,
the such deposits may be confiscated or such collateral or security or
misappropriated or other funds may be recovered from such deposits in
accordance with the laws in force.
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84. Management expenses: The management and establishment
expenses of a bank or financial institution shall not exceed the limit
prescribed by the Rastra Bank.
85. Power to remove difficulties: If there arises any difficulty in the
enforcement of any provision contained in this Act, the Rastra Bank
may, with the approval of the Government of Nepal, issue necessary
orders to remove such difficulty.
86. Exemptions and facilities: (1) Notwithstanding anything
contained in the laws in force, any deed of credit no exceeding one
million rupees supplied by a licensed institution to any citizen of Nepal
or any institution established in accordance with the laws in force for
agriculture, cottage and small scale industry, irrigation, hydro-power
generation and for any other enterprise as specified by the Government
of Nepal shall not be required to be registered.
(2) Subject to Sub-section (2) of Section 51, the rates of
interest payable to and chargeable by a licensed institution on credits
or deposits and the procedures of collecting such interest shall be as
prescribed by the licensed institution.
Provided that the licensed institution shall comply with the
directives issued by the Rastra Bank from time to time n respect of
such rates of interest and the procedures of collecting such interest.
(3) The repayment period of the credit to be supplied or
obtained by and of deposits to be accepted by a licensed institution
shall be as prescribed by the licensed institution.
(4) No revenue stamp fee shall be charged on any kind of
document related with the licensed institution.
87. Not to be liable for act done in good faith: (1) The officers of a
licensed institution shall not be held individually or collectively liable
for any act or action done or taken in good faith under the Nepal Rastra
Bank Act, 2058(2002), this Act or the Rules or Bye-laws framed
hereunder or the orders or directives issued thereund r.
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Provided that they shall be held individually liable for any
consequence of any act done with malicious recklessness or
mala fide intention.
(2) If any kind of lawsuit is filed against a licensed institution
in relation to any loss or damage caused or likely to be caused by any
act done or purported to be done in good faith for the compliance with
the Nepal Rastra Bank Act, 2058(2002), this Act or the Rules or Bye-
laws framed hereunder or the orders or directives issued thereunder,
the concerned licensed institution shall bear the expenses of such
lawsuit.
Provided that no licensed institution shall bear the expenses of
any lawsuit filed in connection with the consequenc of any act done
with malicious recklessness or mala fide intention.
88. Oath-taking: (1) Any officer appointed for the first time in a licensed
institution shall, prior to assuming the duties of his or her office, take
an oath of secrecy and honesty as prescribed.
(2) No officer of a licensed institution shall disclose to any
unauthorized person any information or notice known to him or her in
the course of discharging his or her duties.
89. Acts and actions not to be invalidated: No act and action done and
taken by a director or the Board shall be invalidated only for the reason
that there has been any irregularity in the appointment of the director
or in the formation of the Board or any vacancy in the office of
director.
90. Power to frame Rules: The Rastra Bank may frame necessary Rules
for implementing the objectives of this Act; and such Rules shall come
into force after being approved by the Government of Nepal.
91. Power to frame Bye-laws: (1)A licensed institution may frame Bye-
laws for systematically operating its business and implementing the
objectives of this Act. Such bye-laws shall come into force after being
approved by the Rastra Bank.
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(2) Without prejudice to the generality of the powers
conferred by Sub-section (1), a licensed institution may frame Bye-
laws on any or all of the following matters:
(a) Rules of procedure of the meetings of Board and the
general meeting;
(b) Delegation of powers by the Board to any director or
employee;
(c) Appointment, promotion, transfer, dismissal, salary,
allowance, gratuity, pension, leave, carry on, discipline
and conditions of service of the employees of the lic nsed
institution, and formation of such service;
(d) Conditions of contracts to be made on behalf of the
licensed institution;
(e) Matters relating to financial administration of the licensed
institution;
(f) Procedures for using the seal of the licensed institution;
(g) Such other functions as required to be performed by the
licensed institution pursuant to this Act.
92. Laws in force to govern: The matters contained in this Act and the
Rules, Bye-laws, orders or directives issued hereund r shall be
governed by this Act and the Rules or directives, and the other matters
shall be governed by the laws in force.
Provided that the matters contained the Nepal Rastra Bank Act,
2058(2002) shall be governed by that Act.
93. Repeal and saving: (1) The following Acts are hereby repealed:
(a) The Agricultural Development Bank Act, 2024 (1967);
(b) The Commercial Bank Act, 2031 (1974);
(c) The Finance Company Act, 2042 (1985);
(d) The Nepal Industrial Development Corporation Act, 2046
(1990); and
(e) The Development Bank Act, 2052 (1996).
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(2) Any acts done and actions taken under the Acts repealed
pursuant to Sub-section (1) shall be deemed to have been done and
taken under this Act.
(3) Notwithstanding anything contained in the Act Relating to
Recovery of Loans of Banks and Financial Institutions, 2058 (2001),
the provisions contained in Section 3 of that Act shall apply to the
cases on the recovery of loans of banks of financial institutions
incorporated pursuant to this Act.
94. Effect of inoperativeness of the Banks and Financial
Institutions Ordinance, 2062(2005): With the Banks and Financial
Institutions Ordinance, 2062 (2005) being inoperative, unless a
different intention appears, the inoperativeness shall not:
(a) revive anything not in force or existing at the time at
which the Ordinance became inoperative;
(b) affect the matter in operation as per the Ordinance or
anything duly done or any punishment suffered
thereunder;
(c) affect any right, privilege, obligation or liability acquired,
accrued or incurred under the Ordinance;
(d) affect any penalty, punishment or forfeiture incurred
under the Ordinance;
(e) affect any action or remedy made or taken in respect of
any such right, privilege, obligation, liability, penalty or
punishment as aforesaid; and any such legal proceeding or
remedy may be instituted, continued or enforced as if the
Ordinance were in force.