Cap. 386 · Companies Act (Cap. 386)
Cap. 386 Art. 274Final meeting.
TITLE II - DISSOLUTION AND CONSEQUENTIAL
(1) Subject to the provisions of article 276, as soon as the affairs of the company are fully wound up, the liquidator shall make an account of the winding up, showing how the winding up has been conducted and how the property of the company has been disposed of and shall draw up a scheme of distribution indicating the amount due in respect of each share from the assets of the company, where applicable, and he shall cause the account to be audited by one or more auditors appointed by ordinary resolution of the company, or in default by the court. The liquidator shall thereupon call a general meeting of the company for the purpose of laying before it the account and scheme of distribution, if any, together with the auditors’ report, and giving any explanation thereof.
(2) Within seven days after the meeting, the liquidator shall send to the Registrar a copy of the account and of the scheme of distribution, if any, together with the auditors’ report, and shall make a return to him of the holding of the meeting and of its date, and if the copy is not sent or the return is not made in accordance with this sub-article the liquidator shall be liable to a penalty, and, for every day during which the default continues, to a further penalty: Provided that, if a quorum is not present at the meeting, the liquidator shall, in lieu of the return mentioned in this sub-article, make a return that the meeting was duly summoned and that no quorum was present thereat, and upon such a return being made the provisions of this sub-article as to the making of the return shall be deemed to have been complied with.
(3) If the liquidator fails to call a general meeting of the company as required by this article, he shall be liable to a penalty.
(4) The provisions of article 153 shall apply to an auditor appointed in terms of sub-article (1). Such auditor shall not be a person who has held the office of auditor of the company at any time during the last three years immediately preceding the date of dissolution.