COMPANIES ACT - 1963 (ACT 179)

    Section - 149 - Annual General Meetings

    (1) Except as provided in subsection (3) of this section, every company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year, and shall specify the meeting as the annual general meeting in the notices calling it; and not more than fifteen months shall elapse between the date of one annual general meeting and the next:

    Provided that, so long as a company holds its first annual general meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year.

    (2) The annual general meeting shall be held not earlier than twenty-one days after the company's profit and loss account and balance sheet, any group accounts, and the reports of the directors and auditors, thereon shall have been despatched to members and debentureholders of the company in accordance with section 124 of this Code; and the said statements, accounts, and reports shall be laid before the annual general meeting for consideration.

    (3) If the auditors of the company and all the members of the company entitled to attend and vote at any annual general meeting shall agree in writing that an annual general meeting shall be dispensed with in any year, it shall not be necessary for that company to hold an annual general meeting that year.

    (4) If default is made in holding the annual general meeting in accordance with subsection (1) of this section, the Registrar may, of his own motion or on the application of any officer or member of the company, call, or direct the calling of, an annual general meeting of the company, and may give such ancillary or consequential directions as he thinks fit, including directions modifying or supplementing, in relation to the calling, holding and conducting of that meeting, the operation of the company's Regulations and sections 151 to 155, 161, 163, 166, 167, and 169 to 173 of this Code.

    (5) Where a meeting held in pursuance of subsection (4) of this section is not held in the year in which occurred the default in holding the company's annual general meeting, the meeting so held shall be treated as the annual general meeting for that year, but shall not be treated as the annual general meeting for the year in which it is held unless, at that meeting, the company resolves that it shall be so treated.

    (6) Where a company so resolves, a copy of the resolution shall, within twenty-eight days of the passing thereof, be forwarded to the Registrar for registration.

    (7) If default is made in holding an annual general meeting of the company in accordance with subsection (1) of this section, or in complying with any directions of the Registrar under subsection (4) of this section, or in complying with subsection (2), (5) or 6 of this section, the company, and every officer of the company who is in default shall be liable to a fine not exceeding fifty pounds.