| a) | Every company, at such times as are in this subsection prescribed, shall hold general meetings to be known and described in the notices calling such meetings as annual general meetings of that company. |
| b) | Such meetings shall be held- |
| i) | 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 |
| ii) | thereafter within not more than nine months after the end of every ensuing financial year of that company; and |
| iii) | within not more than fifteen months after the date of the last preceding such meeting of that company. |
| 2) | The annual general meeting of a company shall deal with and dispose of the matters prescribed by this Act and may deal with and dispose of such further matters as are provided for in the articles of the company and, subject to the provisions of this Act, any matters capable of being dealt with by any general meeting of the company. |
| 3) | The Registrar may, on application to him before, or, for the purposes of subsection (6), also after, the expiration of the period within which an annual general meeting of a company must be held and on good cause shown, and on payment of the prescribed fee, extend the period within which an annual general meeting of the company concerned must be held by a period not exceeding three months, but, 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. |
| a) | If for any reason an annual general meeting of a company is not or cannot be held as provided in this section or any matter required by this Act to be dealt with and disposed of at such meeting is not dealt with thereat, the Registrar may, on application by the company or any member or its or his legal representative and on payment of the prescribed fee, call or direct the calling of a general meeting of the company which shall be deemed to be an annual general meeting, and may give such ancillary or consequential 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 and conducted in accordance with any such direction shall for all purposes be deemed to be an annual general meeting of the company duly called, held and conducted. |
| b) | For the purpose of determining the date for the holding of the next succeeding annual general meeting of a company, after a meeting held in pursuance of paragraph (a) of this subsection, the provisions of subsection (3) shall mutatis mutandis apply. |
| 5) | Any company which fails to comply with any provision of subsection (1) or with any direction given by the Registrar under subsection (4), and every director or officer of the company who knowingly is a party to the failure, shall be guilty of an offence. |
| 6) | A company which has failed to hold its annual general meeting within the time or extended time prescribed by subsection (1) or (3), or as directed by the Registrar under subsection (4), shall further be liable to pay to the Registrar additional fees of fifty rand for every day during which the default continues but not exceeding a maximum of one thousand rand, and the decision of the Registrar as to the number of days during which the company is in default shall be final. |
| 7) | A company need not hold any particular annual general meeting if all members entitled to attend that meeting agree thereto in writing, and in such event a resolution in writing dealing with and disposing of— |
| a) | the matters required by this Act to be dealt with and disposed of at an annual general meeting of a company; and |
| b) | such other matters, if any, as may, in terms of subsection (2), be dealt with at such a meeting, |
and signed by all members entitled to vote at that meeting, before the expiration of the period within which that meeting is to be held, shall be deemed to be a resolution passed at an annual general meeting of the company held in terms of this section on the date on which the last signature to such resolution is affixed.
