Controversy Erupts as Upper Tamakoshi Calls Board Meeting Without Elected Directors

September 11, Kathmandu – A dispute has emerged after Upper Tamakoshi Hydropower Limited, the company constructing the 456-megawatt Upper Tamakoshi hydroelectric project, convened a board meeting without including directors elected at the general assembly. It has come to light that the board meeting included members nominated by Nepal Electricity Authority (NEA), the ex-officio directors, and invited members from creditor institutions, while rejecting the participation of directors elected by the company’s shareholders through the general assembly.
One member of the board, elected by the public shareholders, criticized the move, stating that senior officials of the authority violated the company’s bylaws and principles of corporate governance by calling the board meeting without notifying the elected directors.
“Until now, no formal meeting of the board of directors had been held,” the member noted. “However, today, the meeting was abruptly shifted from the company’s own office and boardroom in Gyaneshwor to the authority’s premises, and only a limited group of people were invited.” While NEA holds 41% of shares in Upper Tamakoshi and public shareholders hold 49%, the member asserted that excluding directors representing the public shareholders and involving creditor institutions and invited members to make decisions is unlawful and constitutes institutional misuse.
However, Acting Managing Director of Nepal Electricity Authority and Chairman of Upper Tamakoshi, Dhirghayu Kumar Shrestha, stated on Thursday that the company’s board meeting could not be held. He acknowledged that elected directors representing public shareholders were not invited to the board meeting, but explained that since the four-year tenure of these elected directors had expired, the meeting was convened only to discuss whether to call them or not.
“The meeting could not proceed due to lack of quorum. Decisions regarding these directors will be made after obtaining legal opinions,” he said. He also informed that the extension of the current directors’ term until the upcoming annual general meeting was discussed. “If an extension is legally possible, it will be granted; if not, decisions will be made based on the Company Registrar’s advice and legal consultation,” he added.
According to the elected directors, the annual general meeting and the election of new directors should have been completed by the end of August, as required by regulations, but this has not yet occurred. “Although the directors elected for four years are willing to hand over responsibilities to new leadership, officials of the authority have deliberately postponed the general assembly,” the member concluded.