Section 185, The Companies Act, 2009

(1) Every company shall in each year hold a generalmeeting as its annual general meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notice calling it; and not more than 15 months shall elapse between the date of one annual general meeting of a company and that of the next; but– (a) so long as a company holds its first annual general meeting within 18 months of its incorporation it need not hold it in that year or in the following year; (b) except for the first annual general meeting, the Commission shall have the power to extend the time within which any annual general meeting shall be held, by a period not exceeding 3 months. (2) The annual general meeting shall be held not earlier than 21 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 dispatched to members and debenture holders of the company; and the statements, accounts and reports shall be laid before the annual general meeting for consideration. (3) Notwithstanding subsections (1) and (2), if the auditors of a private company and all the members of the company entitled to attend and vote at any annual general meeting agree in writing that an annual general meeting 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 a meeting of a company in accordance with subsection (1) the Commission may, on the application of any member of the company call, or direct the calling of, a general meeting of the company and give ancillary or consequential directions as the Commission thinks expedient, including directions modifying or supplementing, in relation to the calling, holding and conducting of the meeting, the operation of the Annual Non-compliance and penalty. 136 137 company’s articles; and the directions that may be given under this subsection shall include a direction that one member of the company present in person or by proxy may apply to the court for an order to take a decision which shall bind all the members. (5) A general meeting held in pursuance of subsection (4) shall, subject to any directions of the Commission, be deemed to be an annual general meeting of the company; but, where a meeting so held is not held in the year in which the default in holding the company’s annual general meeting occurred, the meeting so held 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 resolves that a meeting shall be treated as its annual general meeting, a copy of the resolution shall within 7 days after the passing of the resolution be filed with the (7) If default is made in holding a meeting of the company in accordance with subsection (1) or in complying with any directions of the Commission under subsection (4) the company and every officer of the company who is in default shall be guilty of an offence and shall be liable to a fine not exceeding Le3,000,000 and if default is made in complying with subsection (6), the company and every officer of the company who is in default shall be liable to a fine not exceeding