Board of directors is the supreme executive body of the company. It must manage all the affairs of the company, exercise power and perform duties within the scope of Company Act, and in accordance with the memorandum of association and articles of the company, and the decisions of the general meetings.

Being the representatives of the shareholders, the board of directors should present an actual picture of the company (regarding profit and loss and the economic condition) to the shareholders. According to the company Act, 2063, section 109, this kind of report should be prepared before 30 days from the date of annual general meeting.

The board of director has to prepare a financial report including:-


  • Balance sheet of end of the year.
  • Yearly profit and loss account.
  • Yearly cash flow report.
  • Section 109(4) (a) evaluation of the last year's transactions.
  • Board’s opinion about the running year and future plan.
  • Business relation with other organizations.
  • The focusing points affecting the company’s transaction.
  • Profit report and percentage to be distributed to the shareholders.
  • The total management expenses in the previous financial year.

Every company has to prepare and submit a report to the office of the Registrar in accordance with the company act 2063, section, 78. The report must approve board of directors and company auditor must certify.