The Companies Act 2001 - MCCI

Note: -The text of this internet version has been prepared to reflect the text passedby the National Assembly on 14 May 2001. The authoritative version is theone to be published in the Government Gazette of Mauritius.THE COMPANIES ACT 2001(Act No. of 2001)14 May 2001ARRANGEMENT OF SECTIONSSectionPART I – PRELIMINARY1.2.3.4.5.6.7.8.9.Short titleInterpretationMeaning of “holding company” and “subsidiary”Meaning of “subsidiary” - matters to be disregardedMeaning of “control”Meaning of “solvency test”Stated capitalPublic noticeAct binds the StatePART II – THE REGISTRAR10.11.12.13.14.15.16.17.18.19.20.The RegistrarRegistersRegistration of documentsUse of computer systemInspection and evidence of registersRegistrar’s powers of inspectionAppeals from Registrar’s decisionsPower to require complianceExtending time for doing any required actLost documentsPower of Registrar to reconstitute file

2PART III – INCORPORATIONSub-Part A – Essential requirements21. Essential requirements and different types of companiesSub-Part B – Method of incorporation22.23.24.25.26.Right to apply for incorporationApplication for incorporationIncorporationCertificate of incorporationSeparate legal personalityPART IV – CAPACITY, POWERS AND VALIDITY OF ACTS27.28.29.30.Capacity and powersValidity of actionsDealings between company and other personsNo constructive noticePART V – COMPANY NAMES31.32.33.34.35.36.37.38.Name to be reservedName of company where liability of shareholders limitedPower do dispense with “Limited” or “Limitée”Application for reservation of nameName of companyChange of nameDirection to change nameUse of company namePART VI – COMPANY CONSTITUTION39.40.41.42.43.44.45.No requirement for company to have constitutionEffect of Act on company having constitutionEffect of Act on company not having constitutionForm and content of constitutionEffect of constitutionAdoption, alteration and revocation of constitutionNew form of constitutionPART VII – SHARESSub-Part A – Legal nature and types of shares46.47.48.49.50.Legal nature and types of sharesNo par value sharesStated capital and share premium accountTransferability of sharesDenomination of share capital

351.52.53.54.55.56.57.58.59.60.61.62.Issue of shares on incorporation and amalgamationIssue of other sharesAlteration in number of sharesFractional sharesPre-emptive rights to new issuesConsideration for issue of sharesShares not paid for in cashCalls on sharesConsent to issue of sharesTime of issue of sharesBoard may authorise distributionsReduction of stated capitalSub-Part B – Dividends and distributions63.64.65.66.67.DividendsShares in lieu of dividendsShareholder discountsRecovery of distributionsReduction of shareholder liability treated as distributionSub-Part C – Acquisition and redemption of company’s own shares68.69.70.71.Company may acquire or redeem its own sharesPurchase of own sharesDisclosure documentCancellation of shares repurchasedSub-Part D – Treasury shares72.73.74.75.Company may hold its own sharesRights and obligations of shares that company holds in itself suspendedReissue of shares that company holds in itselfEnforceability of contract to repurchase sharesSub-Part E – Redemption of shares76.77.78.79.80.Meaning of “redeemable”Application of Act to redemption of sharesRedemption at option of companyRedemption at option of shareholderRedemption on fixed dateSub-Part F – Financial assistance in connection with purchase of shares81. Restrictions on giving financial assistance82. Transactions not prohibited by section 81Sub-Part G – Cross-holdings83. Subsidiary may not hold shares in holding company

4Sub-Part H – Statement of shareholders’ rights84. Statement of rights to be given to shareholdersPART VIII – TITLE TRANSFERS, SHARE REGISTERAND .98.Privilege or lien on sharesPledgesInstrument of transferRequest of transfer or for entry in registerNotice of refusal to enter transfer in registerCertification of transfersCompany to maintain share registerPlace where register keptShare register as evidence of legal titleSecretary’s duty to supervise share registerPower of Court to rectify share registerTrusts not to be entered on registerShare certificatesLoss or destruction of certificatesPART IX – SHAREHOLDERS AND THEIR RIGHTSAND OBLIGATIONSSub-Part A – Liability of shareholder99.100.101.102.Meaning of “shareholder”Liability of shareholdersLiability for callsShareholders not required to acquire shares by alteration to constitutionSub-Part B – Powers of shareholders103.104.105.106.107.Exercise of powers reserved to shareholdersExercise of powers by ordinary resolutionPowers exercised by special resolutionUnanimous resolutionManagement review by shareholdersSub-Part C – Minority buy-out rights108.109.110.111.112.113.Shareholder may require company to purchase sharesNotice requiring purchase of sharesPurchase of shares by companyPurchase of shares by third partyCourt may grant exemptionCourt may grant exemption where company insolvent

5Sub-Part D – Variation of rights114. Variation of rightsSub-Part E – Meetings of shareholders115.116.117.118.119.Annual meeting of shareholdersSpecial meeting of shareholdersResolution in lieu of meetingCourt may call meeting of shareholdersProceedings at meetingsSub-Part F – Ascertaining shareholders120. Shareholders entitled to receive distributions, attend meetings and exercise rightsPART X – DEBENTURES AND REGISTRATION OF CHARGES121.122.123.124.125.126.127.Debenture holders’ representativeSpecial powers of CourtPerpetual debenturesRegister of debenture holdersReissue of redeemed debenturesInscription of mortgagesFiling of particulars of chargesPART XI – DIRECTORS AND THEIR POWERS AND DUTIESSub-Part A – Directors and Board of directors128. Meaning of “Board” and “directors”Sub-Part B – Powers of management129. Management of company130. Major transactions131. Delegation of powersSub-Part C – Appointment and removal of 42.Number of directorsQualifications of directorsDirector’s consent requiredAppointment of first and subsequent directorsCourt may appoint directorsAppointment of directors to be voted on individuallyRemoval of directorsDirector ceasing to hold officeResignation or death of last remaining directorValidity of director’s actsNotice of change of directors and secretaries

6Sub-Part D – Duties of directors143.144.145.146.Duty of directors to act in good faith and in best interests of companyExercise of powers in relation to employeesUse of information and adviceApproval of companySub-Part E – Transactions involving 56.157.Meaning of “interested”Disclosure of interestAvoidance of transactionsEffect on third partiesApplication of sections 149 and 150 in certain casesInterested director may voteUse of company informationMeaning of “relevant interest”Relevant interests to be disregarded in certain casesDisclosure of share dealing by directorsRestrictions on share dealing by directorsSub-Part F – Miscellaneous provisions relating to directors158.159.160.161.162.Proceedings of BoardRemuneration and other benefitsStandard of care and civil liability of officersIndemnity and insuranceDuty of directors on insolvencySub-Part G - Secretaries163.164.165.166.167.SecretaryRegistrar may approve firm or corporation for appointment as secretaryQualifications of secretaryDuties of secretaryNotice to be given of removal or resignation of secretaryPART XII – ENFORCEMENT168.Interpretation of Part XIISub-Part A - Injunctions169.InjunctionsSub-Part B – Derivative actions170.171.172.Derivative actionsCosts of derivative action to be met by companyPowers of Court where leave granted

7173.Compromise, settlement or withdrawal of derivative actionSub-Part C – Personal actions by shareholders174.175.176.177.178.179.Personal actions by shareholders against directorsPersonal actions by shareholders against companyActions by shareholders to require company to actRepresentative actionsPrejudiced shareholdersAlteration to constitutionSub-Part D - Ratification180.Ratification of certain actions of directorsPART XIII – ADMINISTRATION OF COMPANIESSub-Part A – Authority to bind company181.182.Method of contractingAttorneysSub-Part B – Pre-incorporation contracts183.184.185.186.Pre-incorporation contracts may be ratifiedWarranties implied in pre-incorporation contractsFailure to ratifyDuties of promotersSub-Part C – Registered office187.188.189.Registered officeChange of registered officeRequirement to change registered officeSub-Part D – Company records190.191.192.Company recordsForm of recordsInspection of records by directorsPART XIV – ACCOUNTING RECORDS AND AUDITSub-Part A – Accounting records193.194.Accounting records to be keptPlace accounting records to be kept

8Sub-Part B - 5.206.207.208.209.Appointment of auditorAuditor’s fees and expensesAppointment of partnership as auditorQualifications of auditorApproved auditorAutomatic reappointment of auditorAppointment of first auditorReplacement of auditorAuditor not seeking reappointment or giving notice of resignationAuditor to avoid conflict of interestAuditor’s reportAccess to informationAuditor’s attendance at shareholders’ meetingDuties of auditor towards debenture holder’s representativeSmall private companiesSub-Part C – Financial statements210.211.212.213.214.Obligation to prepare financial statementsContents and form of financial statementsObligation to prepare group financial statementsFinancial statements to be presented in Mauritius currency unless otherwiseapproved by RegistrarContents and form of group financial statementsSub-Part D – Registration of financial statements215.216.217.Registration of financial statementsMeaning of “balance sheet date”Meaning of “financial statements’ and “group financial statements”Sub-Part E – Disclosure to shareholders218.219.220.221.222.223.224.Obligation to prepare annual reportSending of annual report to shareholdersSending of financial statements to shareholders who elect not to receive annualreportContents of annual reportFailure to send annual reportAnnual returnExemption from accounting and disclosure provisionsSub-Part F – Inspection of company records225.226.227.228.Public inspection of company recordsInspection of company records by shareholdersManner of inspectionCopies of documents

9PART XV – 238.239.240.241.242.243.Qualifications of inspectorDeclared companiesInvestigation of declared companiesInvestigation of other companiesInspector’s reportsInvestigation at company’s requestInvestigation of related corporationInvestigation of financial or other control of corporationProcedure and powers of inspectorCosts of investigationsReport of inspector admissible as evidenceSuspension of proceedings in relation to declared companyPower to require information as to person interested in shares or debenturesPower to impose restrictions on shares or debenturesInspectors appointed in other countriesPART XVI – malgamationsAmalgamation proposalApproval of amalgamation proposalShort form amalgamationRegistration of amalgamation proposalCertificate of amalgamationEffect of certificate of amalgamationRegistersPowers of Court in other casesPART XVII – COMPROMISES WITH ation of Part XVIICompromise proposalNotice of proposed compromiseEffect of compromiseVariation of compromisePowers of CourtEffect of compromise in liquidation of companyCosts of compromisePART XVIII – APPROVAL OF ARRANGEMENTS, AMALGAMATIONSAND COMPROMISES BY COURT261.262.263.264.265.Interpretation of Part XVIIIApproval of arrangements, amalgamations and compromisesCourt may make additional ordersParts XVI and XVII not affectedApplication of section 259