Section 157 - Annual general meetings

(1) Except as provided in subsection (4), a company shall

(a) in each year hold a general meeting as the annual general meeting of the company in addition to any other meetings in that year, and

(b) specify the meeting as the annual general meeting in the notice calling the meeting.

(2) Not more than fifteen months shall elapse between the date of one annual general meeting and the next.

(3) If a company holds the first annual general meeting within eighteen months of incorporation, the company is not required to hold the annual general meeting in the year of incorporation or in the following year.

(4) The annual general meeting shall be held not earlier than twenty-one days after the financial statements, the consolidated financial statements, and the reports of the directors and auditors on the financial statements of the company have been despatched to members and debenture holders of the company in accordance with section 128; and the financial statements, and reports shall be laid before the annual general meeting for consideration.

(5) If the auditors of the company and the members of the company entitled to attend and vote at an annual general meeting 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.

(6) If the annual general meeting is not held in accordance with subsection (5), the Registrar may, on a motion by the Registrar or on the application of an officer or a member of the company, call, or direct the calling of, an annual general meeting of the company, and may give the ancillary or consequential directions that the Registrar thinks fit, including directions modifying or supplementing, in relation to the venue, calling, holding and conducting of that meeting, the operation of

(a) section 159,

(b) paragraphs 1 to 3 of the Eighth Schedule,

(c) paragraphs 8, 9, 12, 13 of the Eighth Schedule,

(d) paragraphs 15 to 19 of the Eighth Schedule, and

(e) the constitution of the company where applicable.

(7) Where a meeting held in pursuance of subsection (6) is not held in the year in which the default in holding the annual general meeting of the company occurred, 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 the meeting is held unless, at that meeting, the company resolves that it shall be so treated.

(8) Where a company passes a resolution pursuant to subsection (5) or (7), a copy of the resolution shall, within twenty-eight days of the passage of the resolution, be forwarded to the Registrar for registration.

(9) If an annual general meeting of the company is not held in

(a) accordance with subsection (1),

(b) compliance with the directions of the Registrar under subsection (6), or

(c) compliance with subsection (4), (7) or (8) of this section, the company and every officer of the company that is in default is liable

to pay to the Registrar an administrative penalty of one hundred and fifty penalty units.