1 (a) ans under this case ,company mentioned is a private limited company

and if we refer this case in context of Nepal then the company act 2063
chaper 6 deals with the board of directors . basically section 97 talks about
the meetings of the board of directors and it states that Meetings of the
board of directors of a private company shall be held as mentioned in the
articles of association. And the AOA of oriental company states that the
quorum for a board meetings is at least two directors . In this case Mr. X
was not on speaking terms with Mr. Y but mr x refused to attend the
meeting. Despite of refusal from Mr X ,Mr. Y conducted the meeting
without giving second notice to Mr. X . According to the companies act of
Nepal, the board of meeting was invalid since the notice and quorum both
criteria is not fulfilled. According to section 97(5) of the act if the board
meeting cannot be held because of absence of the required number of
directors then another meeting may be called by giving a notice of at least
three days according to their company AOA it states that the quorum for the
board meeting should be two directors but in this case there are only two
directors and and only one of them was only present in the meeting as
another director refuse to attend which clearly means that this meeting is
invalid

(B) ans in my view this deadlock can be removed through two means and
first one is he can follow all the needed legal procedures of company act and
AOA such as providing second notice to mr x and fulfilling the quorum for
the board meetings and another one is according to chapter 12 section 138
of the act, shareholders of the company may make petition to the court to
prevent the director of the company from acting beyond his jurisdiction.
2 Ans (a )No notice was not provided properly to mr d2 because according
to company act of Nepal sec 98 deals with the notice of the meetings of the
Bod but it does not explicitly state the time period and in context of india it
explicitly refer the time periods for such notice section 173(3) of the
companies' act 2013 states that, the board meeting can be called only by
giving notice to every director not less than seven days before the meeting.

B ans No, the meeting was not valid because proper procedure to held
meeting was not followed they did not send notice on proper time .and as it
name suggest this company is a public company and according to company
act of Nepal sec 150 recognizes that the meetings of the private company
through electronic means such as video conference but it doesnot
recognize such meetings through video conference for public company

But in context of India this meeting is valid because according to section

174(1) it recognizes meetings of board through audio visual means and it
doesn't separate public and private company

C ans as this meeting was invalid the decision of the meeting was also
invalid but According to the companies' act of Nepal section 99 provides
for responsibilities and duties of directors and it states that No director or of
a company shall do any thing to derive personal benefit through the company
or in the course of conducting business of the company and if such benefit is
derived then the company shall recover such money just like loan. The act
doesn't explicitly states about suspension as such but the director can be
suspended if the company's AOA has such provisions.

In context of india section 166(5) of the companies' act 2013 states that a
director of company should not attempt to achieve any undue gain and if he
does then he will be liable to pay an amount equal to that gain to the
company. Similarly, 166(7) also states that such director can be punished
 with fine from 1lakh to 5 lakh. In context of india also it does not explicitly
talks about suspension

3 ans Initially, Insolvency Ordinance was issued in 2062 which was converted
Insolvency Act, 2063 BS (2006 AD).Office of the Company Registrar used to
handle insolvency issue. After the enactment of Insolvency Act, 2063 BS (2006
AD), it established Insolvency Administration Office, Liquidator and court
procedure according to insolvency act “being insolvent” means a state of being
unable, or appearing to be unable, to pay any or all of the debts due and payable
to or payable in the future to creditors or a situation where the amount of
liabilities of a company exceeds the value of the assets and chapter 2 sec 2 and 3
talks about the procedures for insolvency and under this application should be
made for insolvency proceedings

I definitely agree that the insolvency act 2063 of Nepal is one law ,two models
with convertible design because it is a single law but it facilitates restructure as
well as liquidation and any company which undergoes from insolvency can also
undergo restructuring anytime and vice versa according to section 22 of the
insolvency act 2063 a court has power to make order .The court can decide
whether to liquidate the company or to convert liquidation process into
restructure process or to extend the periods of insolvency proceedings and
section 22 (2) make an order to liquidate the company or implement the
restructuring scheme, the Court shall make an order to appoint an insolvency
practitioner as the liquidator of the company or to operate the restructuring
scheme of the company and implement the liquidation or restructuring scheme
of the Company; and the person so appointed shall perform such act within such
period as specified by the Court at the time of his or her appointment.
Section 23 state that the Court makes an order to restructure any company
pursuant to Sub-section (2) of Section 22, the restructuring manager shall
prepare a restructuring scheme of the company in writing. scheme prepared
various program such as capitalize the debt of the company and alter capital
structure, to amalgamate the company with another company ,change the
management and To do any such other act which the Court considers
appropriate to restructure the company. Section 34 talks about the
Implementation of restructuring program: (1) The company shall be responsible
for implementing the restructuring program adopted by the meeting of creditors
and approved by the Court pursuant to this Chapter (2) The Court shall
designate the restructuring manager for the supervision and management of the
implementation of the program referred

Sec 37 deals with the liquidation of the company and section 39 of this act
provides option for conversion of the liquidation program into restructuring
porogram if the liquidator thinks that company still have a potential then the
liquidator may make an application, accompanied by the reasons, to the Court
for an order to keep pending the order on liquidation of company issued by the
Court pursuant to this Act for a certain period of time and to implement the
restructuring program pursuant to this Act.section 46 of this act deals with the
Power of the Court to make order in relation to liquidation of company court
may issue thevarious order in respect of the company which is going through
liquidation proceedings such as suspend or terminate the liquidation of the
company or arrest any person who causes any hindrance in or obstruction to the
performance of functions or duties or the exercise of powers by the liquidator

Hence every points stated above shows that the insolvency act of Nepal 2063 is
“One law, two models with convertible design as it identifies every possible
efforts that can be done to save the company from being liquidated and also
shows that the law is flexible enough to consider any action that might save the
company. It definitely serves the two goals in one platform.