Financially troubled cement producer, TCL, can legally delay the holding of its annual general meeting to report to shareholders on its audited 2011 results until October 15, according to a Guardian analysis of the Companies Act. TCL shareholders have complained to the Guardian about the length of time that the company is taking to call an annual general meeting. Section 109 of the Companies Act states: "The directors of a company shall call an annual meeting of shareholders not later than 18 months after the company comes into existence, and subsequently not later than 15 months after holding the last preceding annual meeting."
The last annual general meeting that TCL's board of directors held was on July 15, 2011 with June 20, 2011 being the record date for shareholders entitled to receive notice of the meeting. The holding of the annual meeting on July 15, 2011 gives the board of directors of TCL until October 15, 2012 to hold the meeting pertaining to last year's accounts. Questioned about the penalties that face companies which fail to hold their annual general meetings within the time prescribed by the Companies Act, a corporate lawyer said shareholders of the company would have the right to take civil action against the directors of the company for breach of their directors' duties.
The Companies Act, at section 133, states the holders of not less than five per cent of the issued shares of a company "may requisition the directors to call a meeting of shareholders for the purposes stated in the requisition." In 2012, TCL faced a 90-day strike by the Oilfields Workers Trade Union over wage negotiations and completed the negotiations on the restructuring of $1.8 billion in debt with the company's creditors. The company declared a loss of $375 million for the 2011 annual year, which followed a loss of $80.3 million for 2010. For the three-month period ending March 31, 2012, TCL declared a loss of $73.2 million, which was substantially more than the $28.4 million that the cement producer lost for the first quarter of 2011.