MEETINGS OF SHAREHOLDERS 131
speaking, the chairman of a meeting has a discretion as to
adjournment. But it would seem that at a statutory meeting
the majority can compel the chairman to adjourn. The
adjourned meeting has the same powers as the original meeting
and notice of a resolution can be given in the interval be-
tween the original and the adjourned meetings, if there is
sufficient time to give the length of notice required by the
articles of association [s. 113 (8)].

Whereas under the old law no penalty was prescribed for
a default in the obligations as to statutory meeting or report,
now directors in default are liable to a fine of £50 for any
non-compliance with the provisions of s. 113 [s. 113 (9)].

Moreover in case of default in holding the statutory meeting
or delivering the statutory report to the registrar, a share-
holder may present a petition for winding up the company
[ss. 168, 170 (1)], and in such case the Court may instead
of making a winding up order direct that the statutory
report shall be delivered or a meeting held and order the costs
to be paid by those responsible for the default [s. 171 (2)].

As regards the ordinary annual general meeting, this is
usually fully provided for by the articles, which should be
carefully consulted. The articles generally make provision
for the approximate time when it shall be held, and empower
the directors to fix the date, place and hour. Any pro-
visions of the articles must, however, be read subject to the
provisions of s. 112 (1), which require a general meeting to
be held once at least in every calendar year, and not more than
fifteen months after the holding of the last preceding general
meeting. Not holding a meeting within the calendar year,
and not holding it within fifteen months after the preceding
meeting, are separate offences, and the former offence 1s
not committed until after December 31st, even though the
period of fifteen months has already elapsed [Smedley v
Registrar of Companies (1919), 1 K.B. 97].

Even before the Act of 1928, it was usual for the directors
to prepare and send to the shareholders before each annual
general meeting a report on the affairs of the company for
the year in review, and now by s. 123 (2) of the Act of 1929
it is obligatory to attach such a report to every balance sheet.
The report, in addition to dealing with the state of the com-
pany’s affairs, must state the dividend, if any, recommended
by the directors, and the amount, if any, which they propose
to carry to any reserve fund shown specifically on the balance
sheet. It usually also mentions the directors and auditors
retirine and offering themselves for re-election. A copy

Annual
General
Meeting.