(i) if the annual general meeting of the company commenced earlier than the last date on which the annual general meeting is required by subsection (1 ) of section one hundred and twenty-five to have been held, the annual return shall be filed with the Registrar within one month after the date on which the annual general meeting of the company commenced; (ii) a company shall not be required to make and file an annual return in any year in which the company need not, under the proviso to subsection (1) of section one hundred and twenty -five, hold an annual general meeting. (3 ) There shall be annexed to the annual summary— (a ) a copy, certified both by a director and by the secretary of the company to be a true copy, of every balance sheet laid before the company in general meeting during the period to which the summary relates, including every document required by law to be annexed to the balance sheet; and (b ) a copy, certified as aforesaid, of the report of the auditors on, and of the report of the directors accompanying, any such balance sheet: Provided that this subsection shall not apply to a private company unless one or more members of that private company is— (a ) a public company whether incorporated under this Act or the law of a foreign country; or (b ) a private company which is a subsidiary, as determined in terms of section one hundred and forty-three, of a public company referred to in paragraph (a). (4 ) Every private company shall send with the annual return a certificate signed by a director and the secretary sta ting— (a ) that the company has not since the date of the last return or, in the case of a first return, since the date of the incorporation of the company, issued any invitation to the public to subscribe for any shares, stock or debentures of the company; and (b ) the number of members of the company at the date of the certificate; and (c) if the number exceeds fifty, that such excess consists only of persons who, under section thirty-three, are to be excluded in reckoning the number of fifty. (5 ) Every annual return filed by a company with the Registrar shall be certified under the hands of a director and the secretary of the company in the manner prescribed in the Sixth Schedule and a duplicate copy so signed shall be kept at the registered office of the company and shall be open for inspection by any person whenever the register of members is open for inspection by such person. (6 ) In the case of a company keeping a branch register, where an annual return is made between the date when any entries are made in the branch register and the date when copies of those entries are received at the registered office of the company, the particulars contained in those entries so far as relevant to an annual return shall be included in the next or a subsequent annual return as may be appropriate, having regard to the particulars included in that return with respect to the company’s register of members. (7 ) The Registrar may from time to time require a company to transmit to him particulars of the transfer of any fully paid up share or shares and a list of the persons for the time being members of the company and of all persons who have ceased to be members since the date of the last return or, if no return has been made, since the date of the incorporation of the company. (8 ) If the company makes default in complying with any of the requirements of this section the company and every officer of the company who is in default shall be guilty of an offence and liable to a default fine not exceeding level one. [Section as amended by Act No. 22 of 2001] Meetings and Proceedings 124 Statutory meeting and statutory report (1 ) Save in the case of a private company, every company shall, within a period of not less than one month nor more than three months from the date at which it is entitled to commence business, hold a general meeting of its members which shall be called “the statutory meeting”. (2 ) The directors shall, at least fourteen days before the day on which the meeting is held, forward a certified report, in this Act referred to as “the statutory report”, to every member of the company: Provided that if the statutory report is forwarded later than is required by this subsection it shall, notwithstanding that fact, be deemed to have been duly forwarded if it is so agreed by all the members entitled to attend and vote at the meeting. (3 ) The statutory report shall be certified by not less than two directors of the company and shall state — (a ) the total number of shares allotted, distinguishing shares allotted as fully or partly paid up or paid up otherwise than in cash, and stating in the case of shares partly paid up the extent to which they are so paid up, and in either case the consideration for which they have been allotted; and (b ) the total amount of cash received by the company in respect of all the shares allotted, distinguished as aforesaid; and