(c) an abstract of the receipts of the company and of the payments made thereout, up to a date within seven
days of the date of the report, exhibiting under distinctive headings the receipts of the company from
shares and debentures and other sources, the payments made thereout, and particulars concerning the
balance remaining in hand, and an account or estimate of the preliminary expenses of the company; and
(d ) the names, addresses and descriptions of the directors, auditors, if any, managers, if any, and secretary of
the company; and
(e) if the modification or proposed modification of any contract is to be submitted to the meeting for its
information or approval, full particulars thereof.
(4 ) The statutory report shall, so far as it relates to the shares allotted by the company and to the cash received in respect of such shares and to the receipts and payments of the company, be certified as correct by the
auditors, if any, of the company.
(5 ) The directors shall cause a copy of the statutory report, certified as required by this section, to be filed
with the Registrar within one month of the date on which it is so certified.
(6 ) The directors shall cause a list showing the names, descriptions and addresses of the members of the
company and the number of shares held by them, respectively, to be produced at the commencement of the meeting and to remain open and accessible to any member of the company during the continuance of the meeting.
(7 ) The members of the company present at the meeting shall be at liberty to discuss any matter relating to
the formation of the company or arising out of the statutory report, whether previous notice has been given or not,
but no resolution of which notice has not been given in accordance with the articles may be passed.
(8 ) The meeting may adjourn from time to time, and at any adjourned meeting any resolution of which notice
has been given in accordance with the articles, whether before, at or subsequently to the former meeting, may be
passed and the adjourned meeting shall have the same power as an original meeting.
(9 ) If default by any director is made in complying with any provisions of this section which expressly i mpose a duty on the directors he shall be guilty of an offence and liable to a fine not exceeding level four.
[Section as amended by Act No. 22 of 2001]
125 Annual general meeting
(1 ) Subject to this section, every company shall, within the periods specified in subsection (2), hold general
meetings to be known and described in the notice s calling such meetings as annual general meetings of that
company.
(2 ) Annual general meetings of a company shall be held—
(a ) in the case of the first such meeting, within a period of eighteen months after the date of the incorporation of the company concerned; and
(b ) thereafter, within not more than six months after the end of every ensuing financial year of that co mpany; and
(c) within not more than fifteen months after the date of the last preceding such meeting of that company.
(3 ) The annual general meeting of a company shall deal with and dispose of all matters required in terms of
this Act to be dealt with and disposed of at an annual general meeting and may deal with and dispose of such
further matters as are provided for in the articles of the company and, subject to this Act, any matters capable of
being dealt with by any general meeting of the company.
(4 ) The Registrar may, upon payment of the prescribed fee and upon application being made to him before
the expiration of the period within which an annual general meeting of a company is required to be held and on
good cause shown, extend that period by a period not exceeding six months:
Provided that, notwithstanding any such extension, the date for the holding of the first annual general meeting
following the meeting in respect of which the extension is granted shall be determined as if such meeting had been
held on the last day on which it should have been held if the extension had not been granted.
(5 ) If for any reason an annual general meeting of a company is not or cannot be held as specified in this section or any matter required in terms of this Act to be dealt with and disposed of at such meeting is not dealt with
thereat, the Registrar may, upon payment of the prescribed fee and upon application being made to him by the
company or any member or its or his legal representative—
(a ) call or direct the calling of a general meeting of the company which shall be deemed to be an annual
general meeting; and
(b ) give such ancillary or con sequential directions as he may think expedient, including directions modifying or supplementing in relation to the calling, holding and conduct of the meeting. the operation of the
company’s articles, and directions providing for one member or the legal representative of a member or
any specified number of members present in person or by proxy to be deemed to constitute a meeting;
and any meeting called, held or conducted in accordance with any such call or direction shall for all purposes be
deemed to be an annual general meeting of the company duly called, held and conducted.
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