The directors of Unguja Farmers Co. Ltd a public company limited by shares have not convened an annual general meeting of the company since it was incorporated two and a half years ago. Makini, one of the shareholders is yearning for a meeting so as to participate in the decision making of the company. Advise him.

 This problem is based on the law applicable if a company has failed to hold an annual general meeting.
 In the first instance it is a criminal offence for which the company and every officer in default are liable to a fine not exceeding KShs2,000.
 In this case Unauja Co. Ltd. and its directors are liable to a default fine.
Under Section 131 (2) of the Companies Act if a company falls to hold an annual general meeting in accordance with Section 131 (1), any member of the company may petition the registrar to call or direct the convention of an annual general meeting. Such a meeting is duly constituted by one person present in person or by proxy.
My advice to Makini is to petition the Registrar of Companies to call or direct the calling of a general meeting of the company. My advice is based on the Provisions of the Companies Act quoted herein above.

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