Section 131 — Statutory meeting of company

(1) Every public company
having a share capital shall, within a period of one hundred and eighty days from
the date at which the company is entitled to commence business or within nine
months from the date of its incorporation whichever is earlier, hold a general
meeting of the members of the company, to be called the “statutory meeting”:

Provided that in case first annual general meeting of a company is decided
to be held earlier, no statutory meeting shall be required.
(2) The notice of a statutory meeting shall be sent to the members at
least twenty-one days before the date fixed for the meeting along with a copy of
statutory report.

(3) The statutory report shall state—
(a) the total number of shares allotted, distinguishing shares allotted
other than in cash, and stating the consideration for which they have
been allotted;

(b) the total amount of cash received by the company in respect of all
the shares allotted;

(c) an abstract of the receipts of the company and of the payments made
there out up to a date within fifteen 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
there out, and particulars concerning the balance remaining in hand,
and an account or estimate of the preliminary expenses of the
company showing separately any commission or discount paid or to
be paid on the issue or sale of shares or debentures;

(d) the names, addresses and occupations of the directors, chief
executive, secretary, auditors and legal advisers of the company and
the changes, if any, which have occurred since the date of the
incorporation;

(e) the particulars of any contract the modification of which is to be
submitted to the meeting for its approval, together with the
particulars of the modification or proposed modification;

(f) the extent to which underwriting contracts, if any, have been carried
out and the extent to which such contracts have not been carried out,
together with the reasons for their not having been carried out; and

(g) the particulars of any commission or brokerage paid or to be paid in
connection with the issue or sale of shares to any director, chief
executive, secretary or officer or to a private company of which he
is a director;

and certified by the chief executive and at least one director of the company, and in
case of a listed company also by the chief financial officer.
(4) The statutory report shall also contain a brief account of the state of
the company's affairs since its incorporation and the business plan, including any
change or proposed change affecting the interest of shareholders and business
prospects of the company.
(5) The statutory report shall, so far as it relates to the shares allotted by
the company, the cash received in respect of such shares and to the receipts and
payments of the company, be accompanied by a report of the auditors of the
company as to the correctness of such allotment, receipt of cash, receipts and
payments.
(6) The directors shall cause a copy of the statutory report, along with
report of the auditors as aforesaid, to be delivered to the r egistrar for registration
forthwith after sending the report to the members of the company.
(7) The directors shall cause a list showing the names, occupations,
nationality 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 du ring the
continuance of the meeting.
(8) 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.
(9) 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, either before or after the original meeting, may be passed, and an adjourned
meeting shall have the same powers as an original meeting.
(10) The provisions of this section shall not apply to a public company
which converts itself from a private company after one year of incorporation.
(11) Any contravention or default in complying with requirement of this
section shall be an offence liable—
(a) in case of a listed company, to a penalty of level 2 on the standard
scale; and

(b) in case of any other company, to a penalty of level 1 on the standard
scale.