This document has been provided by the
International Center for Not-for-Profit Law (ICNL).

ICNL is the leading source for information on th e legal environment for civil society and public
participation. Since 1992, ICNL has served as a resource to civil society leaders, government
officials, and the donor community in over 90 countries.

Visit ICNL’s Online Library at
https://www.icnl.org/knowledge/library/index.htm
for further resources and research from countries all over the world.

Disclaimers Content. The information provided herein is for general informational and educational purposes only. It is not intended and should not be
construed to constitute legal advice. The information contai ned herein may not be applicable in all situations and may not, after the date of
its presentation, even reflect the most current authority. Noth ing contained herein should be relied or acted upon without the benefit of legal
advice based upon the particular facts and circumstances pres ented, and nothing herein should be construed otherwise.
Translations. Translations by ICNL of any materials into other languages are intended solely as a convenience. Translation accuracy is not
guaranteed nor implied. If any questions arise related to the accuracy of a translation, please refer to the original language official version of
the document. Any discrepancies or differences created in the tr anslation are not binding and have no legal effect for compliance or
enforcement purposes.
Warranty and Limitation of Liability. Although ICNL uses reasonable efforts to include ac curate and up-to-date information herein, ICNL
makes no warranties or representations of any kind as to its a ccuracy, currency or completeness. You agree that access to and u se of this
document and the content thereof is at your own risk. ICNL discl aims all warranties of any kind, express or implied. Neither ICNL nor any
party involved in creating, producing or delivering this document shall be liable for any damages whatsoever arising out of access to, use of
or inability to use this document, or any e rrors or omissions in the content thereof.

THE COMPANIES ACT 2001
THE COMPANIES ACT 2001

Act 15/2001

Proclaimed by [
Proclamation No. 21 of 2001] w.e.f. 1 st December 2001

ARRANGEMENT OF SECTIONS

Section

PART I – PRELIMINARY

1.
Short title
2.
Interpretation
3.
Meaning of “holding company” and “subsidiary”
4.
Meaning of ‘subsidiary’ matter to be disregarded
5.
Meaning of “control” 6.
Meaning of “solvency test”
7.
Stated capital
8.
Public notice
9.
Act binds the State

PART II – REGISTRAR
10.
The Registrar
11.
Registers
12.
Registration of documents
13.
Use of computer system
14.
Inspection and evidence of registers
15.
Registrar’s powers of inspection
16.
Appeals from Registrar’s decisions
17.
Power to require compliance
18.
Extending time for doing any acquired act
19.
Lost documents
20.
Power of Registrar to reconstitute file

PART III – INCORPORATION

Sub-Part A – Essential requirements

file:////Ds2/admin/Kareem%20-%20Online%20Library%2…0cd/mauritius-Compa
nies%20Act%202001%20updated.htm (1 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
21. Essential requirements and different types of companies
21.
Sub-part B – Method of incorporation

22.
Right to apply for incorporation
23.
Application for incorporation
24.
Incorporation
25.
Certificate of incorporation
26.
Separate legal personality

PART IV – CAPACITY, POWERS AND VALIDITY OF ACTS

27.
Capacity and powers
28.
Validity of actions
29.
Dealings between company and other persons
30.
No constructive notice

PART V – COMPANY NAMES

31.
Name to be reserved
32.
Name of company where liability of shareholders limited
33.
Power to dispense with “Limited” or “Limited”
34.
Application for reservation of name
35.
Name of company
36.
Change of name
37.
Direction to change name
38.
Use of company name

PART VI – COMPANY CONSTITUTION

39.
No requirement for company to have constitution
40.
Effect of Act on company having constitution
41.
Effect of Act on company not having constitution
42.
Form and content of constitution
43.
Effect of constitution
44.
Adoption, alteration and revocation of constitution
45.
New form of constitution

PART VII – SHARES

Sub-Part A – Legal nature and types of shares
file:////Ds2/admin/Kareem%20-%20Online%20Library%2…0cd/mauritius-Compa
nies%20Act%202001%20updated.htm (2 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001

46.
Legal nature and types of shares
47.
No par value shares
48.
Stated capital and share premium account
49.
Transferability of shares
50.
Denomination of share capital
51.
Issue of shares on incorporation and amalgamation
52.
Issue of other shares
53.
Alteration in number of shares
54.
Fractional shares
55.
Pre-emptive rights to new issues
56.
Consideration for issue of shares
57.
Shares not paid for in cash
58.
Calls on shares
59.
Consent to issue of shares
60.
Time of issue of shares
61.
Board may authorise distributions
62.
Reduction of stated capital

Sub-Part B – Dividends and distributions

63.
Dividends
64.
Shares in lieu of dividends
65.
Shareholder discounts
66.
Recovery of distributions
67.
Reduction of shareholder liability treated as distribution

Sub-Part C – Acquisition and redemption of company’s own shares

68.
Company may acquire or redeem its own shares
69.
Purchase of own shares
70.
Disclosure document
71.
Cancellation of shares repurchased

Sub-Part D – Treasury shares

72.
Company may hold its own shares
73.
Rights and obligations of shares that company holds in itself suspended
74.
Reissue of shares that company holds in itself
75.
Enforceability of contract to repurchase shares

file:////Ds2/admin/Kareem%20-%20Online%20Library%2…0cd/mauritius-Compa
nies%20Act%202001%20updated.htm (3 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
Sub-Part E – Redemption of shares

76.
Meaning of “redeemable”
77.
Application of Act to redemption of shares
78.
Redemption at option of company
79.
Redemption at option of shareholder
80.
Redemption on fixed date

Sub-Part F – Financial assistance in connection with purchase of shares

81.
Restrictions on giving financial assistance
82.
Transactions not prohibited by section 81

Sub-Part G – Cross-holdings

83.
Subsidiary may not hold shares in holding company
Sub-Part H – Statement of shareholders’ rights

84.
Statement of rights to be given to shareholders
PART VIII – TITLE TRANSFERS, SHARE REGISTER AND CERTIFICATES
85.
Privilege or lien on shares
86.
Pledges
87.
Instrument of transfer
88.
Request of transfer or for entry in register
89.
Notice of refusal to enter transfer in register
90.
Certification of transfer
91.
Company to maintain share register
92.
Place where register kept
93.
Share register as evidence of legal title
94.
Secretary’s duty to supervise share register
95.
Power of Court to rectify share register
96.
Trusts not to be entered on register
97.
Share certificates
98.
Loss or destruction of certificates

PART IX – SHAREHOLDERS AND THEIR RIGHTS AND OBLIGATIONS

Sub-Part A – Liability of shareholders

99.
Meaning of ‘shareholder’
100.
Liability of shareholders
file:////Ds2/admin/Kareem%20-%20Online%20Library%2…0cd/mauritius-Compa
nies%20Act%202001%20updated.htm (4 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
101. Liability for calls
102.
Shareholders not required to acquire shares by alteration to
the constitution

Sub-Part B – Powers of shareholders
103.
Exercise of powers reserved to shareholders
104.
Exercise of powers by ordinary resolution
105.
Powers exercised by special resolution
106.
Unanimous resolution
107.
Management review by shareholders

Sub-Part C – Minority buy-out rights

108.
Shareholder may require company to purchase shares
109.
Notice requiring purchase of shares
110.
Purchase of shares by company
111.
Purchase of shares by third party
112.
Court may grant exemption
113.
Court may grant exemption where company insolvent
Sub-Part D – Variation of rights

114.
Variation of rights

Sub-Part E – Meetings of shareholders
115.
Annual meeting of shareholders
116.
Special meeting of shareholders
117.
Resolution in lieu of meeting
118.
Court may call meeting of shareholders
119.
Proceedings at meetings

Sub-Part F – Ascertaining shareholders
120.
Shareholders entitled to receive distributions, attend meetings and exer
cise
rights

PART X – DEBENTURES AND REGISTRATION OFF SHARES
121.
Debenture holder’s representative
122.
Special powers of Court
123.
Perpetual debentures
file:////Ds2/admin/Kareem%20-%20Online%20Library%2…0cd/mauritius-Compa
nies%20Act%202001%20updated.htm (5 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
124. Register of debenture holders
125.
Reissue of redeemed debentures
126.
Inscription of mortgages
127.
Filing of particulars of charges

PART XI – DIRECTORS AND THEIR POWERS AND DUTIES

Sub-Part A – Directors and Board of directors

128.
Meaning of “Board” and “directors”

Sub-Part B – Powers of management

129.
Management of company
130.
Major transactions
131.
Delegation of powers

Sub-Part C – Appointment and removal of directors

132.
Number of directors
133.
Qualifications of directors
134.
Director’s consent required
135.
Appointment of first and subsequent directors
136.
Court may appoint directors
137.
Appointment of directors to he voted on individually
138.
Removal of directors
139.
Director ceasing to hold office
140.
Resignation or death of last remaining director
141.
Validity of director’s acts
142.
Notice of change of directors and secretaries
Sub-Part D – Duties of directors
143.
Duty of directors to act in good faith and in the best interest of
company
144.
Exercise of powers in relation to employees
145.
Use of information and advice
146.
Approval of company

Sub-Part E – Transactions involving self-interest
147.
Meaning of “interested”
148.
Disclosure of interest
file:////Ds2/admin/Kareem%20-%20Online%20Library%2…0cd/mauritius-Compa
nies%20Act%202001%20updated.htm (6 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
149. Avoidance of transactions
150.
Effect on third parties
151.
Effect on third parties
152.
Interested director may vote
153.
Use of company information
154.
Meaning of “relevant interest”
155.
Relevant interests to be disregarded in certain cases
156.
Disclosure of share dealing by directors
157.
Restrictions on share dealing by directors

Sub-Part F – Miscellaneous provisions relating to directors

158.
Proceedings of Board
159.
Remuneration and other benefits
160.
Standard of care and civil liability
161.
Indemnity and insurance
162.
Duty of directors on insolvency

Sub-Part G – Secretaries

163.
Secretary
164.
Registrar may approve firm or corporation for appointment as secretary
165.
Qualifications of secretary
166.
Duties of secretary
167.
Notice to be given of removal or resignation of secretary

PART XII – ENFORCEMENT

168.
Interpretation of Part XII

Sub-Part A – Injunctions

169.
Injunctions

Sub-Part B – Derivative actions

170.
Derivative actions
171.
Costs of derivative action to be met by company
172.
Powers of Court where leave granted
173.
Compromise, settlement or withdrawal of derivative action

file:////Ds2/admin/Kareem%20-%20Online%20Library%2…0cd/mauritius-Compa
nies%20Act%202001%20updated.htm (7 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
Sub-Part C – Personal actions by shareholders174.
Personal actions by shareholders against directors
175.
Personal actions by shareholders against company
176.
Actions by shareholders to require company to act
177.
Representative actions
178.
Prejudiced shareholders
179.
Alteration to constitution

Sub-Part D – Ratification

180.
Ratification of certain actions of directors

Part III – ADMINISTRATION OF COMPANIES

Sub-Part A – Authority to bind company
181.
Method of contracting
182.
Attorneys

Sub-Part B – Pre-incorporation contracts
183.
Pre-corporation contracts may be ratified
184.
Warranties implied in pre-incorporation contracts
185.
Failure to ratify
186.
Duties of promoters

Sub-Part C – Registered Office
187.
Registered Office
188.
Change of registered office
189.
Requirement to change registered office

Sub-Part D – Company records
190.
Company records
191.
Form of records
192.
Inspection of records by directors

PART IV – ACCOUNTING RECORDS AND AUDIT
Sub-Part A – Accounting records

file:////Ds2/admin/Kareem%20-%20Online%20Library%2…0cd/mauritius-Compa
nies%20Act%202001%20updated.htm (8 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
193. Accounting records to be kept

194.
Place accounting records to be kept
Sub-part B – Auditors

195.
Appointment of auditor
196.
Auditor’s fees and expenses
197.
Appointment of partnership as auditors
198.
Qualifications of auditor
199.
Approved auditor
200.
Automatic reappointment of auditor
201.
Appointment of first auditor
202.
Replacement of auditor
203.
Auditor not seeking reappointment or giving notice of resignation
204.
Auditor to avoid conflict of interest
205.
Auditor’s report
206.
Access to information
207.
Auditor’s attendance at shareholders” meeting
208.
Duties of auditor towards debenture holder’s representative
209.
Small private companies

Sub-Part C – Financial statements

210.
Obligation to prepare financial statements
211.
Contents and form of financial statements
212.
Obligation to prepare group financial statements
213.
Financial statements to be presented in Mauritius currency unless otherw
ise
approved by Registrar
214.
Contents and form of group financial statements

Sub-Part D – Registration of financial statements
215.
Registration of financial statements
216.
Meaning of “balance sheet date”
217.
Meaning of “financial statements” and “group financial state
ments”

Sub-Part E – Disclosure to shareholders

218.
Obligation to prepare annual report
219.
Sending of annual report to shareholders
220.
Sending of financial statements to shareholders who elect not to receive

annual report
file:////Ds2/admin/Kareem%20-%20Online%20Library%2…0cd/mauritius-Compa
nies%20Act%202001%20updated.htm (9 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
221. Contents of annual report
222.
Failure to send annual report
223.
Annual return
224.
Exemption from accounting and disclosure provisions

Sub-Part F – Inspection of company records

225.
Public inspection of company records
226.
Inspection of company records by shareholders
227.
Manner of inspection
228.
Copies of documents
PART XV – INVESTIGATIONS 229.
Qualifications of inspector
230.
Declared companies
231.
Investigation of declared companies
232.
Investigation of other companies
233.
Inspector’s reports
234.
Investigation at company’s request
235.
Investigation of related corporation of corporation
236.
Investigation of financial or other control of corporation
237.
Procedure and powers of inspector
238.
Costs of investigations
239.
Report of inspector admissible as evidence
240.
Suspension of proceedings in relation to declared company
241.
Power to require information as to person interested in shares or debent
ures
242.
Power to impose restrictions on shares or debentures
243.
Inspectors appointed in other countries

PART XVI – AMALGAMATIONS

244.
Amalgamations
245.
Amalgamation proposal
246.
Approval of amalgamation proposal
247.
Short form amalgamation proposal
248.
Registration of amalgamation proposal
249.
Certificate of amalgamation
250.
Effect of certificate of amalgamation
251.
Registers
252.
Powers of Court in other cases

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (10 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
PART XVII – COMPROMISES WITH CREDITORS

253.
Interpretation of Part XVII
254.
Compromise proposal
255.
Notice of proposed compromise
256.
Effect of compromise
257.
Variation of compromise
258.
Powers of Court
259.
Effect of compromise in liquidation of company
260.
Costs of compromise

PART XVIII – APPROVAL OF ARRANGEMENTS, AMALGAMATIONS AND COMPROMISES
BY COURT

261.
Interpretation of Part XVIII
262.
Approval of arrangements, amalgamations and compromises
263.
Court may make additional orders
264.
Parts XVI and XVII not affected
265.
Application of section 259 266.
Conversion of company limited by shares to company limited by guarantee
267.
Conversion of limited and unlimited companies
268.
Conversion of public companies and private companies

PART XX – COMPANIES LIMITED BY GUARANTEE

269.
Provisions of Act not applicable to company limited by guarantee

PART XXI – PRIVATE COMPANIES

270.
Provisions relating to private company
271.
Private companies need not keep interests register
272.
Unanimous agreement by shareholders

PART XXII – FOREIGN COMPANIES

273.
Application of Part XXII
274.
Meaning of “carrying on business”
275.
Name to be reserved before carrying on business
276.
Registration of foreign companies
277.
Registered office and authorised agents
278.
Return of alterations
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (11 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
279. Registrar’s certificate
280.
Validity of transactions not affected
281.
Balance Sheet
282.
Notice by foreign company of particulars of its business in Mauritius
283.
Name and country of incorporation
284.
Service of notices
285.
Branch registers
286.
Cessation of business in Mauritius

PART XXIII – LIMITED LIFE COMPANIES

287.
Registration as limited life company
288.
Maximum duration of limited life company
289.
Contents of constitution
290.
Winding up of limited life company
291.
Cancellation of registration
292.
Definition of “transfer”

PART XXIV – DORMANT COMPANIES

293.
Meaning of “dormant company”
294.
Company may be recorded in register as dormant company
295.
Exemption available to dormant companies
PART XXV – TRANSFER OF REGISTRATION
Sub-Part A – Registration and continuation of companies incorporated out
side Mauritius as companies under this Act

296.
Registration and continuation of company incorporated outside Mauritius
297.
Companies incorporated outside Mauritius authorised to register
298.
Companies incorporated outside Mauritius that cannot be registered
299.
Registration
300.
Effect of registration

Sub-Part B – Transfer of registration of companies to other jurisdiction
s

301.
Company may transfer incorporation
302.
Application to transfer incorporation
303.
Approval of shareholders
304.
Company to give public notice
305.
Companies that cannot transfer incorporation
306.
Removal from register
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (12 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
307. Effect of removal from register

PART XXVI – REMOVAL FROM REGISTER OF COMPANIES

308.
Removal from register
309.
Grounds for removal from register
310.
Notice of intention to remove where company has ceased to carry on busin
ess
311.
Notice of intention to remove in other cases
312.
Objection to removal from register
313.
Duties of Registrar where objection received
314.
Powers of Court
315.
Property of company removed from register
316.
Disclaimer of property by State
317.
Liability of directors, shareholders and others to continue
318.
Liquidation of company removed from register
319.
Registrar may restore company to register
320.
Court may restore company to register
321.
Restoration to register
322.
Vesting of property in company on restoration to register

PART XXVII – SERVICE OF DOCUMENTS

323.
Service of documents on company in legal proceedings
324.
Service of other documents on company
325.
Service of documents on foreign company in legal proceedings
326.
Service of other documents on foreign company
327.
Service of documents on shareholders and creditors
328.
Additional provisions relating to service
PART XXVIII – OFFENCES AND PENALTIES
329.
Penalty where company fails to comply with Act
330.
Penalty on director or authorised agent of foreign company in cases of
failure by director, agent or Board to comply with Act
331.
Defences
332.
False statements
333.
Fraudulent use or destruction of property
334.
Falsification of records
335.
Carrying on business fraudulently
336.
Improper use of “Limited” or “Limitée”
337.
Persons prohibited from managing companies
338.
Court may disqualify directors
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (13 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
339. Liability for contravening section 337 or 338
340.
Failure to keep accounts
341.
Other offences
342.
Reports of offences and production and inspection of accounting records

PART XXIX – PROVISIONS RELATING TO COMPANIES HOLDING; GLOBAL BUSINESS
LICENCES
343.
Provisions of Act not applicable to company holding Category 1 Global
Business Licence or Category 2 Global Business Licence
344.
Provisions of Company Act 1984 not applicable to company holding Categor
y 1
Global Business Licence or Category 2 Global Business Licence
345.
Effect of Act on company applying for or holding Category 1 Global Busin
ess Licence
or Category 2 Global Business Licence

PART XXX – MISCELLANEOUS
346.
Certificate of current standing
347.
Directors’ certificates
348.
Prohibition of large partnerships
349.
Disposal of unclaimed shares
350.
Power to grant relief
351.
Irregularities in proceedings
352.
Translations of instruments
353.
Costs in actions by limited companies
354.
Arbitration
355.
Fees payable to Registrar
356.
Fees payable to company
357.
Company Law Advisory Committee
358.
Jurisdiction
359.
Jurisdiction in relation to company holding Category 2 Global Business L
icence
360.
Regulations
361.
Rules 362.
Consequential amendments
363.
Transitional provisions
364.
Repeal and savings
365.
Commencement
An Act

To amend and consolidate the law relating to companies and to provide fo
r certain
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (14 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
ancillary and consequential matters

ENACTED by the Parliament of Mauritius, as follows –

PART I – PRELIMINARY

1. Short title

This Act may be cited as the Companies Act 2001.

2. Interpretation

(1) In this Act, unless the context otherwise requires –
“accounting period” means, in relation to a company or any other b
ody corporate, the
period in respect of which the financial statements of the company or th
e other body
corporate are made up, whether that period is a year or not;
“agency deed” –
(a)
means a deed executed by a company or a debenture holders’
representative in relation to the issue of debentures and
(b)
includes a supplemental document, resolution or scheme of
arrangement modifying the terms of the deed and a deed substituted there
for;
“annual meeting” means the annual meeting of the shareholders of a co
mpany
required to be held under section 115;
“annual report” means the annual report required to be prepared under
section 218;
“annual return” means the annual return required to be filed under se
ction 223 and
includes any document attached to or intended to be read with the return
;
“approved valuer” means –
(a)
a qualified auditor;
(b)
a land surveyor;
(c)
a registered professional engineer;
(d)
a qualified architect;

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (15 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(e) a chartered quantity surveyor;(f) a chartered surveyor; or
(g) any other person designated as such by the Minister, by
public notice;
“arrangement” includes the organisation of the share capital of a com
pany by the
consolidation of shares of different classes or by the division of share
s into shares of
different classes or by both these methods;
“articles”
(a) means the articles of association of an existing compan
y; and
(b) includes, so far as they apply to the company, the prov
isions
contained in Table A of the Fourth Schedule to the Companies Act 1913 or in Table A and Table B of the First Schedule to the Companie
s Act
1984;
“authorised mutual fund” means a company which is declared as such under
section
35 of the Companies Act 1984;
“balance sheet date” has the meaning set out in section 216;
“banking company” means a bank licensed under the Banking Act 2004;

Amended by [
Act No. 14 of 2005]

“benefits”, in relation to a director –
(a) includes a fee, percentage or other payment, and the mo
ney value of
any consideration, allowance or perquisite, given directly or indirectly
, to him in
relation to the management of the affairs of the company or of a related

company, whether as a director or otherwise; and
(b) does not include an amount given in payment or reimbursement of out-of-pocket expenses incurred for the benefit of the company;
“Board” and “directors” have the meanings set out in section 128;
“book” includes any account, deed, writing or document, and any other re
cord of
information however compiled, recorded or stored;
“borrowing company” means a company that is or is to be under a liabilit
y to repay
any money received or to be received by it in response to an invitation
to the public to
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (16 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
subscribe for or purchase debentures;
“branch register” means –
(a) in relation to a company, a branch register of sharehol
ders required
to be kept under section 92;
(b) in relation to a foreign company, a branch register of
shareholders
required to be kept under Part XXII,
”carrying on business”, for the purposes of Part XXII, has the meanin
g setout in
section 274;
“Category 1 Global Business Licence” means the Global Business Licence i
ssued as
such under the Financial Services Development Act 2001;
“Category 2 Global Business Licence” means the Global Business Licence i
ssued as
such under the Financial Services Development Act 2001;
“certified” means –
(a) in relation to a copy or extract of a document, certifi
ed in such
manner as may be approved by the Registrar, to be a true copy or extract
of
the document; and
(b) in relation to a translation of a document, certified i
n such manner as
may be approved by the Registrar to be a correct translation of the docu
ment
into the English or French language;
“charge”
(a) means –
(i) a mortgage;
(ii) a fixed or floating charge made under Articles 2202 to
2202-55 of the Code Civil Mauricien.
(iii) a deposit of a share or debenture certificate made un
der
Articles 2129-1 to 2129-6 of the Code Civil Mauricien;
(iv) a pledge of shares or debentures;
(v) a lien over a motor vehicle under Articles 2100 to 2111
of the
Code Civil Mauricien (Du gage sans déplacement sur les vehicules
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (17 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
automobiles);
(vi) a lien over plant and equipment under Articles 2112 to
2129 of
the Code Civil Mauricien (Du gage sans déplacement sur l’outillage e
t
materiel d’equipement professionnel, industriel ou agricole);
(vii) a charge on a ship or aircraft;
(viii) an agreement to give a charge; and
(ix) any attachment on the proceeds to be paid by the Sugar
Syndicate; but
(b) does not include – (i) a hire-purchase agreement;(ii)
rents, rent-charges and annuities granted or reserved out of land;
“class” has the meaning set out in section 114;
“Commission” means the Financial Services Commission established under

the Financial Services Development Act 2001;
“company” means a company incorporated or registered under this Ac
t and includes
an existing company;
“company limited by guarantee” means a company formed on the principle o
f having
the liability of its members limited by its constitution to such amount
as the members
may respectively undertake to contribute to the assets of the company in
the event of
its being wound up;
“company limited by shares” means a company formed on the principle of h
aving the
liability of its shareholders limited by its constitution to any amount
unpaid on the
shares respectively held by the shareholder;
“company limited by shares and by guarantee” means a company formed on t
he
principle of having the liability of its members –
(a) who are shareholders, limited to the amount unpaid, if
any, on the
shares respectively held by them; and
(b) who have given a guarantee, limited, to the respectivel
y amount they
have undertaken to contribute, from time to time, and in the event of it
being
wound up;

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (18 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
“Conservator of Mortgages” means the Conservator of Mortgages appointed
under
the Registrar-General Act;
“constitution” means the constitution of a company referred to in sectio
n 42;
“continued in Mauritius” or “continued”, in relation to a company. means
a company
incorporated outside Mauritius which is registered under Part XXV and co
ntinued as
a company under this Act;
“contributory” –
(a) means a person liable to contribute to the assets of a
company in the
event of its being wound up, and
(b) includes the holder of fully paid shares in the company
;

“corporation” –
(a) means a body corporate, including a foreign company or
any other
body corporate incorporated outside Mauritius or a partnership formed or

incorporated or existing in Mauritius or elsewhere but
(b) does not include –
(i)
a statutory corporation;
(ii)
a corporation sole;
(iii)
a registered cooperative society;
(iv)
a trade union; or
(v) a registered association;

“Court” means the Bankruptcy Division of the Supreme Court;

“Curator” means the Curator appointed under the Curatelle Act;
“date of incorporation” means the date of registration of the company;

“debenture” –
(a) means a written acknowledgement of indebtedness issued
by a
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (19 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
company in respect of a loan made or to he made to it or to any other pe
rson or
money deposited or to be deposited with the company or any other person
or
the existing indebtedness of the company or any other person whether
constituting a charge on any of the assets of the company or not and
(b) includes –
(i) debenture stock;
(ii) convertible debenture;
(iii)
a bond or an obligation;
(iv)
loan stock;
(v) an unsecured note; or
(vi) any other instrument executed, authenticated, issued o
rcreated in consideration of such a loan or existing indebtedness; but
(c) does not include –
(i)
a bill of exchange;
(ii)
a promissory note;
(iii)
a letter of credit;

(iv) an acknowledgement of indebtedness issued in the ordin
ary
course of business for goods or services supplied;
(v) a policy of insurance; or
(vi) a deposit certificate, pass book or other similar docu
ment
issued in connection with a deposit or current account at a banking
company;
“debenture holders’ representative” means a person designated as such in
an
agency deed;
“debenture stock” –
(a) means a debenture by which a company or a debenture holders’
representative acknowledges that the holder of the stock is entitled to
participate in the debt owing by the company under the agency deed; and
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (20 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(b) includes loan stock;

“director” has the meaning set out in section 128;
“distribution”, in relation to a distribution by a company to a sharehol
der, means –
(a) the direct or indirect transfer of money or property, o
ther than the
company’s own shares, to or for the benefit of the shareholder; or
(b) the incurring of a debt to or for the benefit of the sh
areholder.
in relation to shares held by that shareholder, and whether by means of
a purchase
of property, the redemption or other acquisition of shares, a distributi
on of
indebtedness, or by some other means;
“dividend” has the meaning set out in section 63;

“document” –
(a)
means a document in any form; and
(b)
includes –
(i)
any writing on any material;

(ii) a book, graph or drawing;
(iii) information recorded or stored by any electronic or other
technological means and capable, with or without the aid of equipment, o
f
being reproduced;
“dormant company” is a company recorded by the Registrar under
Part XXIV as being a dormant company;
“employee” means a person who has entered into, or works in Maurit
ius under, an
agreement or a contract of service or apprenticeship with a company, whe
ther by
way of manual labour, clerical or managerial work, or otherwise, and how
ever
remunerated;
“entitled person”, in relation to a company, means –
(a) a shareholder,: and
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (21 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(b) a person upon whom the constitution confers any of the
rights and
powers of a shareholders;
“executive” means an employee who has been given responsibility for o
ne section of
the activities of a company;
“executive director” means a director who is involved in the day to d
ay management
of the company;
“existing company” means a body corporate incorporated or registered
or deemed to
be registered under Part III of this Act or under the Companies Act 1984
or under the
Companies Act 1913 or the International Companies Act 1994;
“expert’ means an approved valuer of any other person whose profession g
ives
authority to a statement made by him;

“filing” means lodging a document with the Registrar, and having the
document
accepted for registration by the Registrar;
“financial statements” has the meaning set out in section 217′.
“firm” means the association formed by persons who enter into a partn
ership or
société not registered under this Act or the Companies Act 1984 or
the Companies
Act 1913;
“floating charge” has the same meaning as in the Code Civil Mauricien;
“foreign company” means a body corporate that is incorporated outside Ma
uritius and
that is required to be registered under Part XXII;
“group financial statements” has the meaning set out in section 217;

“group of companies” means a parent company and all its subsidiaries;
“heir” includes a legatee, an executor and a personal representative;
“hire-purchase agreement” has the same meaning as in the Hire Purchase a
nd
Credit Sale Act;
“holding company” has the meaning set out in section 3;”inspector” means an inspector designated or appointed under Part XV;
“insurance company” means a company registered under the Insurance Act;
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (22 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
“interested”, in relation to a director, has the meaning set out in sect
ion 147;
“interests register” means the register required to be kept under sectio
n 190(2)(c);

“International Accounting Standards” (a) means the International Accounting Standards issued by the Interna
tional
Accounting Standards Committee, the International Financial Reporting
Standards issued by the International Accounting Standards Board, and an
y
Standards, by whatever name called, issued by these bodies or their succ
essor
bodies; and
(b) includes the Interpretation of the Standing Interpretation Committ
ee of the
International Accounting Standards Committee, the International Financia
l
Reporting Interpretations Committee of the International Accounting Stan
dards
Board, and any Interpretations, by whatever name called, issued by the
Interpretations Committees of the above bodies or their successor bodies
;

Amended by [
Act No. 20 of 2002]

“International Standards on Auditing” means the International Standards
on Auditing
issued by International Federation of Accountants;
“investment Company” means a company whose business consists of in
vesting its
funds principally in securities with the aim of spreading investment ris
ks and giving
members of the company the benefit of the results of the management of i
ts funds;

Added [
Act No. 20 of 2002] “law practitioner” has the same meaning as in the Law Practitioners Act
1984;
“limited company” means a company limited by shares or by guarantee or a
company
limited both by shares and by guarantee;
“liquidator” includes the Official Receiver acting as the liquidator;
“listed company” means a company the shares or a class of shares of whic
h have
been admitted to quotation on the Official List of the Stock Exchange es
tablished
under the Stock Exchange Act 1988;
“major transaction” has the meaning set out in section 130(2);

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (23 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
“management company” has the same meaning as in the Financial Services
Development Act 2001;
“manager” means – (a) in relation to a receivership, a person appointed under
Part IX of the
Companies Act 1984 to carry on a company’s activities and dispose of its

undertaking;
(b) in circumstances other than under paragraph (a), the principal
executive of
a company, whether or not that person is a director;
“member” means –
(a) a shareholder within the meaning of section 99; and
(b) in the case of a company limited by guarantee, a person
whose name is entered in or who is entitled to have his name entered in the re
gister of
members;
“memorandum” means the memorandum of association of an existing compa
ny;
“Minister” means the Minister to whom responsibility for the subject of
corporate
affairs is assigned;
“minority interest” is that part of the net results of operations and of
net assets of a
subsidiary attributable to interests which are not owned directly or ind
irectly through
subsidiaries by the parent;
“nominee” means a person who, in exercising a right in relation to
a share, debenture
or other property, is entitled to exercise that right only in accordance
with instructions
given by some other person either directly or through the agency of one
or more
persons. and a person is the nominee of another person where he is entit
led to
exercise such a right only in accordance with instructions given by that
other person;
“non-executive director” means a director who is not involved in the day
today
management of the company;
“offer” includes an invitation to make an offer;
“offeree” means a holder of shares which are included in a take-over off
er;

“officer”, in relation to a corporation means a director, a secretary or
an executive;

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (24 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
“Official Receiver” means the Official Receiver referred to in the Bankr
uptcy Act;
“one person company” –
(a) means a private company in which the only shareholder i
s also the
sole director of the company; and
(c)
does not include a company in which the only shareholder is a
corporation;

“open-ended fund” means a managed fund which is subscribed from public
subscription and applied to the purpose of acquiring and investing in se
curities and
real property selected according to risk diversification criteria, the s
ubscriptions being
held in the form of shares or stock with which a subscriber may deal, an
d on terms
and conditions stated by the fund may be withdrawn or redeemed, the amou
nt
withdrawn or redeemed being computed by reference to the value of a prop
ortionate
interest in the whole of the net assets of the fund, including any separ
ate fund on
account of the issue of shares or stock;
“ordinary resolution” has the meaning assigned to it by section 104(
2);

“parent”, in relation to a corporation, means a corporation that has
one or more
subsidiaries;
“partnership” means any civil or commercial partnership including a s
ociété;
“person concerned”, in relation to a corporation, includes –
(a) a person who is or has been employed by a corporation a
s a
director, banker, auditors attorney-at-law, notary or otherwise;
(b) a person who, or in relation to whom there are reasonab
le grounds
for suspecting that he –
(i)
has in his possession any property of the corporations;
(ii)
is indebted to the corporations; or
(iii) is able to give information concerning the promotion,

formation, management, dealing, affairs or property of the corporation;
“pre-emptive rights” means the rights conferred on shareholders un
der section 55;
“printed” includes typewritten or lithographed or reproduced by any m
echanical,
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (25 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
electronic, photographic or other process;
“ private company” means a company incorporated or registered in Maur
itius as a
private company and which has the characteristics referred to in Part XX
I;
“property” –
(a) means property of every kind whether tangible or intang
ible, real or
personal, corporeal or incorporeal; and
(c)
includes rights, interests and claims of every kind in relation to prope
rty
however they arise;

“qualified auditor” means a person who is qualified to be appointed as a
n auditor
under section 198;
“qualified secretary” means a person who is qualified to be appointed as
a secretary
under section 165;
“records” means the records and documents required to be kept by a compa
ny under
sections 190 and 191;
“register” or “register of companies” means the register required to be
kept under
section 11;
“registered” means registered under this Act, the Companies Act 1984,
the
International Companies Act 1994 or the Companies Act 1913;
“registered agent” has the same meaning as in the Financial Services Dev
elopment
Act 2001;
“registered association” has the same meaning as in the Registration
of Associations
Act;
“registered cooperative society” has the same meaning as in the Coope
rative
Societies Act;
“registered office” has the meaning set out in section 187;
“Registrar” means the Registrar of Companies appointed under section 10;

“Registrar General” –
(a) means the Registrar-General appointed under the Registr
arGeneral Act; and
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (26 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(b) includes the authorized officer under the Registration
and
Transcription of Deeds and Inscription of Mortgages, Privileges and Char
ges
(Rodrigues) Act 1997;
“related company” has the meaning assigned to it by subsection (2);

“relative”, in relation to any person, means –
(a) any parent, spouse, child, brother or sister of that pe
rson;
(b) any parent, child, brother or sister of a spouse of tha
t person; or
(c) a nominee or trustee of any person referred to in parag
raph (a) or (b);
“relevant interest” has the meaning set out in section 154;
“secured creditor”, in elation to a company, means a person entitled to
a charge on or
over property owned by that company;
“securities” has the same meaning as in the Stock Exchange Act 1988;
“share” means a share in the share capital of a company;

“shareholder” has the meaning set out in section 99;
“share register” means the share register required to be kept under
section 91;

“signed” –
(a)
means subscribed by a person under his hand with his signature;
and
(b)
includes the signature of the person given electronically where it
carries that person’s personal encryption;
“small private company” has the meaning assigned to it by subsections
(5),(6) and
(7);
“solvency test” has the meaning set out in section 6;
“special meeting” means a meeting called in accordance with section 116;
“special resolution” means a resolution approved by a majority of 75
per cent or, if a
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (27 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
higher majority is required by the constitution, that higher majority, o
f the votes of
those shareholders entitled to vote and voting on the question;
“spouse”, in relation to a person, includes a person with whom that p
erson has a
relationship in the nature of marriage;
“stated capital” has the meaning set out in section 7;
“stock exchange” means a stock exchange established under the Stock E
xchange
Act 1988 or any other stock exchange outside Mauritius;
“Stock Exchange” means a Stock Exchange established under the Stock Exch
ange
Act 1988;
“Stock market’ means such primary and secondary or other stock market as
may be
established under the Stock Exchange Act 1988;
“subsidiary” has the meaning assigned to it by section 3;
‘substantial shareholder” means a person in Mauritius or elsewhere, who
holds by
himself or his nominee, a share or an interest in a share which entities
him to
exercise not less than 5 per cent of the aggregate voting power exercisa
ble at the
meeting of shareholders;
“surplus assets” means the assets of a company remaining after thepayment of creditors’ claims and available for distribution in accordanc
e with Part XI
of the Companies Act 1984 prior to its removal from the register of comp
anies;
“trade union” has the same meaning as in the Industrial Relations Act;

“unanimous resolution” means a resolution which has the assent of every
shareholder entitled to vote on the matter which is the subject of the r
esolution and
either –
(a) given by voting at a meeting to which notice to propose
the
resolution has been duly given and of which the minutes of the meeting d
uly
record that the resolution was carried unanimously; or
(b) where the resolution is signed by every shareholder or
his agent duly
appointed in writing signed by him, the resolution in this case may cons
ist of
one or more documents in similar form (including letters, facsimiles, e
lectronic
mail or similar means of communication) each signed by the shareholder
concerned or his agent;

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (28 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
“unanimous shareholder agreement” means a unanimous shareholder agreemen
t
entered into pursuant to section 272;
“unlimited company” means a company formed on the principle of having no
limit
placed on the liability of its shareholders;
‘virtually wholly owned subsidiary” has the meaning set out in section 3
(6);
“Wholly owned subsidiary” has the meaning set out in section 3(5);
“Winding-up resolution” means a resolution passed for the winding up of
a company;
‘writing” includes –
(a) the recording of words in a permanent or legible form;
and
(b) the display of words by any form of electronic or other
means of
communication in a manner that enables the words to be readily stored in
, a
permanent form and with or without the aid of any equipment to be retrie
ved
and read;
“year” means a calendar year.
(2) In this Act, a company is related to another company wh
ere –
(a) the other company is its holding company or subsidiary;
(b) more than half of the issued shares of the company, oth
er than shares that carry no right to participate beyond a specified amount in a

distribution of either profits or capital, is held by the other company
and
companies related to that other company (whether directly or indirectly
, but
other than in a fiduciary capacity);
(c) more than half of the issued shares, other than shares
that carry no
right to participate beyond a specified amount in a distribution of eith
er profits
or capital, is held by members of the other company (whether directly o
r
indirectly, but other than in a fiduciary capacity);
(d) the businesses of the companies have been so carried on
that the
separate business of each company or a substantial part of it, is not re
adily
identifiable; or
(e) there is another company to which both companies are re
lated.
(3) For the purposes of subsection (2), a company within the
meaning of section
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (29 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
2 of the Companies Act 1984 is related to another company if, were it a
company
within the meaning of subsection (1), it would be related to that othe
r company.

(4) A reference in this Act to an address means –
(a) in relation to an individual, the full address of the p
lace where that
person usually lives; or
(b) in relation to a body corporate, its registered office
or, if it does not
have a registered office, its principal place of business.

(5) A company shall be a “small private company” where –
(a) it is a private company the turnover of which in respec
t of its last
preceding accounting period is less than 10 million rupees or such other

amount as may be prescribed; and
(b) it is not a company holding a Category 1 Global Busines
s Licence.
(6) In the application of subsection (5) to any period which
is an accounting
period for a company but not in fact a year, the maximum figure for tur
nover in
subsection 5(a) above shall be proportionately adjusted.
(7) A private company which is incorporated after the commencem
ent of this Act
shall qualify as a small private company in respect of its first account
ing period
provided it satisfies both the relevant qualifying criteria in respect o
f that period.
3. Meaning of “holding company” and “subsidiary”

(1) In this section, “company” includes a corporation.

(2) For the purposes of this Act, a company shall be a subsidia
ry of another
company where –
(a) that other company or corporation, referred to as the p
arent –
(i) controls the composition of the Board of the company;
(ii) is in a position to exercise, or control the exercise
of, more than
one-half the maximum number of votes that can be exercised at a
meeting of the company;
(iii) holds more than one-half of the issued shares of the
company,
other than shares that carry no right to participate beyond a specified
amount in a distribution of either profits or capital; or
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (30 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(iv) is entitled to receive more than one-half of every div
idend paid
on shares issued by the company, other than shares that carry no right t
o
participate beyond a specified amount in a distribution of either profit
s or
capital; or
(b) the company is a subsidiary of a company that is the pa
rent’s
subsidiary.
(3) For the purposes of this Act, a company shall be another co
mpany’s holding
company only where that other company is its subsidiary.

(4) For the purposes of this Act –
(a) a company shall be the “ultimate holding company” of an
other
company provided –
(i) the other company is a subsidiary of the first mentione
d
company; and
(ii) the first mentioned company is not itself a subsidiary
of any
company;
(b) “the ultimate holding company in Mauritius” in relation
to a company
incorporated in Mauritius means a holding company which is not a subsidi
ary of
a company incorporated in Mauritius.
(5) A company shall be deemed to be the wholly owned subsidiary
of another
corporation, referred to as “the parent” provided the members of the com
pany do not
include any person apart from –
(a) that other corporation;(b) a nominee of that other corporation;(c) a subsidiary of that other corporation being a subsidia
ry the
members of which do not include any person apart from that other corpora
tion
or a nominee of that other corporation; or
(d) a nominee of such a subsidiary.
(6) A company shall be deemed to be the virtually wholly owned
subsidiary of
another corporation referred to as “the parent” provided the parent owns
90 per cent
or more of the voting power in that company.

4. Meaning of “subsidiary” – matters to be disregarded
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (31 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001

In determining whether a company is a subsidiary of another company –
(a) shares held or a power exercisable by that other company on
ly as a trustee
are not to be treated as held or exercisable by it;
(b) subject to paragraphs (c) and (d), shares held or a pow
er exercisable –
(i) by a person as a nominee for that other company, except
where that
other company is concerned only as a trustee; or
(ii) by, or by a nominee for, a subsidiary of that other co
mpany, not
being a subsidiary which is concerned only as a trustee,
are to be treated as held or exercisable by that other company;
(c) shares held or a power exercisable by a person under the pr
ovisions of
debentures of the company or of an agency deed for securing an issue of
debentures
shall be disregarded;
(d) shares held or a power exercisable by, or by a nominee for,
that other
company or its subsidiary, not being held or exercisable in the manner d
escribed in
paragraph (c), shall not be treated as held or exercisable by that oth
er company
where –
(i) the ordinary business of that other company or its subs
idiary, as the
case may be, includes the lending of money; and
(ii) the shares are held or the power is exercisable by way
of security
only for the purposes of a transaction entered into in the ordinary cour
se of that
business.

5. Meaning of “control”

(1) In this section, company includes a corporation.
(2) For the purposes of section 3, without limiting the circums
tances in which the
composition of a Board shall be taken to be controlled by another compan
y, the
composition of the Board shall be taken to be so controlled-
(a) where the other company, by exercising a power exercisa
ble
(whether with or without the consent or concurrence of any other person
) by it,
can appoint or remove all the directors of the company, or such number o
f
directors as together hold a majority of the voting rights at meetings o
f the
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (32 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
Board of the company; and
(b) where the parent owns one half or less of the voting po
wer of a
company when there is –
(i) power over more than one half of the voting rights by v
irtue of
an agreement with other investors;
(ii) power to govern the financial and operating policies o
f the
company under any enactment or agreement;
(iii) power to appoint or remove the majority of the member
s of the
Board of directors or equivalent governing body; and
(iv) power to cast the majority of votes at meetings of the
Board of
directors or equivalent governing body.
(3) For the purposes of subsection (1), the other company sha
ll be taken as
having power to make such an appointment where –
(a) a person cannot be appointed as a director of the compa
ny without
the exercise by the other company of such a power in the person’s favour
; or
(b) a person’s appointment as a director of the company fol
lows
necessarily from the person being a director or other officer of the oth
er
company.

6. Meaning of “solvency test”
(1) For the purposes of this Act, a company shall satisfy the s
olvency test where –
(a) the company is able to pay its debts as they become due
in the
normal course of business; and
(b) the value of the company’s assets is greater than the s
um of –

(i) the value of its liabilities; and
(ii) the company’s stated capital.

(2) For the purposes of this Act, other than sections 246 a
nd 247, in determining whether the value of a company’s assets is greater than the
value of its
liabilities, the Board may take into account –
(a) in the case of a public company or a private company ot
her than a
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (33 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
small private company, the most recent financial statements of the compa
ny
prepared in accordance with International Accounting Standards;
(b) in the case of a small private company, the most recent
financial
statements prepared on the basis of accounting practices and principles
that
are reasonable in the circumstances; and
(c) a valuation of assets or estimates of liabilities that
are reasonable in
the circumstances.
(3) For the purposes of sections 246 and 247, in determining wh
ether the value
of the amalgamated company’s assets is greater than the sum of the value
of its
liabilities and its stated capital, the directors of each amalgamating c
ompany –
(a) shall have regard to –
(i) financial statements that are prepared in accordance wi
th
International Accounting Standards and that are prepared as if the
amalgamation had become effective; and
(ii) all other circumstances that the directors know or oug
ht to
know would affect, or may affect, the value of the amalgamated
company’s assets and the value of its liabilities;
(b) may rely on valuations of assets or estimates of liabil
ities that are
reasonable in the circumstances.
(4) Notwithstanding subsection (1)(b)(ii), the provision
relating to stated capital in
connection with the solvency test shall not apply to an investment compa
ny.

Added [
Act No. 20 of 2002]

7. Stated capital
(1) Subject to section 62, stated capital, in relation to a cla
ss or classes of no par
value shares issued by a company, means the total of all amounts receive
d by the
company or due and payable to the company in respect of –
(a)
the issue of the shares; and

(b) calls on the shares.
(2) Subject to section 62, stated capital, in relation to a cla
ss or classes of par
value shares issued by a company, means the total of all amounts receive
d by the
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (34 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
company or due and payable to the company in respect of –
(a) the nominal paid up value of the shares; and
(b) the share premiums paid to the company in relation to t
hose shares
and required to be transferred to the share premium account under sectio
n 48.

(3) Where a share is issued for consideration other than cash,
the Board shall in
accordance with section 57 determine the cash value of that consideratio
n for the
purposes of subsection (1) or (2), as the case may be.
(4) Where a share has attached to it an obligation other than a
n obligation to pay
calls, and that obligation is performed by the shareholder –
(a) the Board shall determine the cash value, if any, of th
at performance;
and
(b) the cash value of that performance shall be deemed to b
e a call
which has been paid on the share for the purposes of subsection (1)or
(2), as
the case may be.

8. Public notice
Where, pursuant to this Act, public notice is required to be given of an
y matter affecting a
company, that notice shall be given by publishing a notice of the matter
–

(a) in the Gazette; and

(b) in 2 daily newspapers in wide circulation in Mauritius.

9. Act binds the State

This Act shall bind the State.

PART II – THE REGISTRAR

10. The Registrar
(1) There shall be a Registrar of Companies who shall be a publ
ic officer.
(2) The Registrar may delegate any of his duties under this Act
to any public
officer appointed to assist him in the execution of his functions.
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (35 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(3) The Registrar and all staff appointed to assist him in carr
ying out the
Registrar’s functions shall take the oath specified in the First Schedul
e.

11. Registers
(1) The Registrar shall keep such registers as he considers nec
essary in such
form and in such manner as he thinks fit.
(2) The registers referred to in subsection (1) may be kept i
n such manner as the
Registrar thinks fit including, either wholly or partly, by means of a d
evice or facility –
(a) that records or stores information electronically or by
other means;
and
(b) that permits the information so recorded or stored to b
e readily
inspected or reproduced in usable form.
12. Registration of documents
(1)
On receipt of a document for registration under this Act, the Registrar
shall –
(1) (a)
subject to subsection (2), register the document; and
(a)
(b)
issue to the person, from whom the document was received, a written
acknowledgement of receipt of the document.
(2) The Registrar may refuse to register a document submitted t
o him for
registration under this Act where the document –
(a) is not in the form approved by him;
(b) does not comply with this Act or any regulations made u
nder this Act;
(c) is not printed or typewritten;
(d) is not in a form that enables particulars to be entered
directly by
electronic or other means in the device or facility where the register i
s kept
wholly or partly by means of a device or facility referred to in section
11(2);
(d)
has not been properly completed;
(e)
contains matter contrary to law;
(g) contains any error, alteration or erasure;

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (36 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(h) contains material that is not clearly legible; or
(i)
fails to comply with any directive or notice issued by the Registrar.
(2)
Where the Registrar refuses to register a document under subsection (2)
, the
Registrar shall, within 14 days of the day on which the document was sub
mitted for
registration, give written notice in that behalf to the person who submi
tted the
document and may require –
(a) that the document be appropriately amended or completed
and
submitted for registration again; or
(b) that a fresh document be submitted in its place, within
such time limit
as may be decided by the Registrar.
(4) A document submitted under subsection (3) within the time
limit imposed
thereunder shall, in all circumstances, be deemed to have been filed on
the day the
document was first submitted under subsection (1).
(5) The Registrar may, for the purposes of this section, is
sue such directions as he considers necessary.
(6)
For the purposes of this Act, a document shall be registered when –
(a) the document is filed in a register kept by the Registr
ar;
(b) particulars of the document are entered in any device o
r facility
referred to in section 11(2).
(7) The registration of a document or the refusal of registrati
on of a document by
the Registrar shall not –
(a) affect the validity of the documents;
(b) create a presumption as to the correctness of the infor
mation
contained therein.
(8) The Registrar may, from time to time, issue Practice Direct
ions setting out-
(a) the form of notices required to be given to the Registr
ar under this
Act; or
(b) the procedure to be followed in registering documents u
nder this Act.
(9) Any Practice Directions issued under subsection (8) shall
be published in the
Gazette and shall remain in force unless amended or revoked by publicati
on in the
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (37 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
Gazette.

13. Use of computer system
(1) Notwithstanding anything to the contrary, the Registrar may
authorise –
(a) the incorporation or registration of a company or the r
egistration of a
commercial partnership (société commercial including commerciale
de fait);
(b) the payment of any fees;
(c) the submission of the annual return and the filing of a
ny notice or
document; or
(d) the performance of any act or thing which is required t
o be done in
relation to paragraphs (a) to (c),
to be made, submitted or done electronically in such manner and through
such
computer system as may be approved by the Registrar.
(2) With effect from such date as may be notified in the Ga
zette, the Registrar may direct that any matter, act or thing referred to in subsec
tion (1) shall be
made, submitted or done electronically or otherwise.
(3) The Minister may make regulations for the purposes of t
his section –
(a) authorizing the destruction of any documents which have
been
recorded or stored electronically or by other means;
(b) providing that any document reproduced electronically o
r by other
means by the Registrar shall for all purposes be treated as if it were t
he original
document, notwithstanding any law to the contrary;
(c) otherwise giving full effect to and ensuring the effici
ent operation of
any device or facility of the kind referred to in subsection (1).

14. Inspection and evidence of registers
(1) Subject to the other provisions of this section, a person m
ay, on payment of
the prescribed fees and during such time as the Registrar may decide, in
spect –
(a) any document in a register kept by the Registrar;
(b) the particulars of any registered document that have be
en entered
on any device or facility referred to in section 11(2) of this Act;

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (38 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(c) any registered document the particulars of which have b
een entered
in any such device or facility.
(2) A person may, subject to the other provisions of this secti
on, apply to the
Registrar for –
(a) a certificate of incorporation of a company;
(b) a copy of, or extract from, a document in a register ke
pt by the
Registrar;
(c) the particulars of any registered document that have be
en entered in
any device or facility referred to in section 11(2) of this Act; or
(d) a copy of, or extract from, a registered document the p
articulars of
which have been entered in any such device or facility.
(3) On an application under subsection (2), the Registrar sha
ll, on payment by
the applicant of the prescribed fee, issue the document, particulars or
copy or
certified copy applied for.
(4) Unless otherwise ordered by the Court, the Registrar shall
not be required by
any process of the Court to produce –
(a) a registered document kept by the Registrar; or(b) evidence of the entry of particulars of a registered do
cument in any
device or facility referred to in section 11(2),
and the Court shall not issue such an order where it is not
satisfied that the evidence is necessary for the purposes of the
proceedings.

(5) A copy of, or extract from, a registered document –
(a) that constitutes part of a register kept by the Registr
ar; or
(b) particulars of which have been entered in any device or

facility referred to in section 11(2),
certified to be a true copy or, extract by the Registrar is admissible i
n evidence in
legal proceedings to the same extent as the original document.

(6) An extract certified by the Registrar as containing par
ticulars of a registered document that have been entered in any device or facility ref
erred to in
section 11(2) of this Act is, in the absence of proof to the contrary,
conclusive
evidence of the entry of those particulars.
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (39 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(7)
This section shall not apply to a private company holding a Category 1
Global Business Licence or a Category 2 Global Business Licence unless t
he person
is a shareholder, officer, management company or registered agent, of th
at company.

Amended by [
Act No. 20 of 2002]

(8) Notwithstanding subsection (7), a person may, on payment
of the prescribed
fee, request the Registrar to provide, in relation to a private company
holding a
Category 1 Global Business Licence or a Category 2 Global Business Licen
ce –

(a) the name of the company and the address of its registered office; and
(b) the name and address of any management company or registered agent

appointed by the company, as the case may be,
recorded on any register kept by the Registrar on or after the commencem
ent of this
Act or in respect of any such company removed from the register after th
e
commencement of this Act.

Added by [
Act No. 20 of 2002]

(9) The payment of the prescribed fees under subsections (1),
(3) and (8) shall
not apply to a Ministry or Government Department.

Added by [
Act No. 20 of 2002]

15. Registrar’s powers of inspection
(1) For the purpose of ascertaining whether a company or an off
icer is complying
with this Act or any subsidiary enactment made under this Act, the Regis
trar may, on
giving 72 hours written notice to the company, call for the production o
f or inspect
any book required to be kept by the company.

(2) Any person who –
(a) fails to produce any document under subsection (1); o
r
(b) obstructs or hinders the Registrar or any person author
ized by the
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (40 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
Registrar, in the exercise of any powers under subsection (1),
shall commit an offence and shall, on conviction, be liable to a fine n
ot exceeding
200,000 rupees.
(3) For the avoidance of any doubt, this section shall also app
ly to a foreign
company.

Amended by [
Act No. 20 of 2002]

16. Appeals from Registrar’s decisions
(1) A person who is aggrieved by a decision of the Registrar un
der this Act in
any appeal to the Court within 14 days of the date of notification of th
e decision, or
within such further time as the Court may allow.
(2) The Court may confirm, reverse or vary the Registrar’s
decision or
may give such directions as the Court thinks fit.

17. Power to require compliance
(1) Where a person fails to comply with any requirement of this
Act or the
Companies Act 1984 relating to the filing of a document or the giving of
a notice, the
Registrar may require the person to make good the default within 14 days
of the
service on the person of a notice requiring him to do so.
(2) Upon a failure by a person to comply with subsection (1),
the Registrar may
apply to the Court for an order directing the person, to make good the d
efault within
such time as may be specified in the order.
(3) Any order under subsection (2) may provide that all costs
of and incidental to
the application and the order thereon shall be borne by the company or b
y any
officers of the company responsible for the default.
(4) This section shall be without prejudice to the operation of
any enactment
imposing penalties on a company or its officers in respect of any such d
efault.
(5) An application under subsection (2) may be made to the Di
strict Court in its
civil jurisdiction and the District Court may exercise the powers of the
Court under
that subsection.

18. Extending time for doing any required act
Where a person is required by this Act to do any act within a specified
time, the Court may,
on good cause being shown, extend the time within which the act is requi
red to be done.
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (41 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001

19. Lost documents
(1) Where the constitution or any other document relating to a
company required
to be filed, has been lost or destroyed, the company may, with the appro
val of the
Registrar, file a copy of the document.
(2) Where the Registrar gives his approval under subsection (1
), the Registrar
may direct that a notice to that effect be given to such person and in s
uch manner as
the Registrar may decide.

(3) The Registrar may, on being satisfied –
(i)
that the original document has been lost or destroyed;

(ii) of the date of the filing of the original document; an
d
(iii) that the copy of, the document produced to him is a c
orrect copy,
certify on that copy that the Registrar is so satisfied and direct that
the copy be
filed in the same manner as the original document.
(4) The copy shall, on being filed, from such date as is me
ntioned in the certificate as the date of the filing of the original, have the same
force and effect
as the original.

20. Power of Registrar to reconstitute file
(1) Where the constitution or any other document relating to a
company
which has been filed with the Registrar has been lost or dest
royed. the
Registrar may require the company to submit certified copies of the docu
ment within
such time as the Registrar may decide.
(2) The copy shall, on being registered by the Registrar, have
the same force
and effect as the original.

PART III – INCORPORATION

Sub-Part A – Essential requirements

21. Essential requirements and different types of companies
(1)
A company shall have –

(a) a name;

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (42 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(b) in the case of a company limited by shares, one or more
shares;
(c) one or more shareholders or members, having limited or
unlimited
liability for the obligations of the company; and
(e)
one or more directors.

(2) Every company shall be –
(a) a company limited by shares;
(b) a company limited by guarantee;

(c) a company limited by both shares and guar
antee; or
(d) an unlimited company.
(3) Every reference in this Act to a company limited by shares
or to a company
limited by guarantee shall, unless the context otherwise requires, inclu
de a company
limited both by shares and by guarantee.

(4) Every company shall be a public company or a private co
mpany.
(5) Every company shall be a public company unless it is stated
in its application
for incorporation or its constitution that it is a private company.
(6) A company which is licensed to carry on a qualified global
business under the
Financial Services Development Act 2001 may be a public company or a pri
vate
company.
(7) A company of any of the types of company referred to in sub
section (2) may
be registered as a limited life company under Part XXIII.

(8) Every company shall be deemed to be a commercial compan
y.

Sub-Part B – Method of incorporation

22. Right to apply for incorporation

Any person may, subject to the other provisions of this Act, apply for i
ncorporation of a
company under this Act.

23. Application for incorporation

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (43 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(1) An application for incorporation of a company under this Ac
t shall be sent or
delivered to the Registrar, and shall be –
(a) in the prescribed form;
(b) signed by each applicants;

(c) accompanied by –
(i) a document in a form approved by the Registrar, signed
by
every person named as a director or secretary, containing his consent to

be a director or secretary;
(ii) a certificate that the person is not disqualified from
being
appointed or holding office as a director or secretary of a company;
(iii) in the case of a company having a share capital, a do
cument
in a form approved by the Registrar, signed by every person named as a
shareholder; or by an agent of that person authorized in writing,
containing that person’s consent to being a shareholder and to taking th
e
class and number of shares specified in the document and stating the
consideration to he provided by that shareholder for the issue of those
shares;
(iv) in the case of a company limited by guarantee, a docum
ent
signed by each person named as a member, or by an agent of that
person authorized in writing, containing the matters set out in subsecti
on
(3);
(v) where the document has been signed by an agent, the
instrument authorising the agent to sign it;
(vi) a notice reserving a name for the proposed company; a
nd (vii) where the proposed company is to have a constitution, a document

certified by at least one applicant that the document is the company’s
constitution.
(2)
Without prejudice to subsection (1), the application shall state –
(a) the full name and address of each applicant;
(b) the present full name, any former name and the usual re
sidential
address of every director and of any secretary of the proposed company;
(c) particulars of any business occupation and directorship
s of any
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (44 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
public company or subsidiary of a public company held by each director;
(d) the full name and residential address of every sharehol
der of the
proposed company, and the number of shares to be issued to every
shareholder and the amount to be paid or other consideration to be provi
ded by
that shareholder for the issue of those same shares;
(e) whether the company is a limited company or an unlimite
d company;
(f) in the case of a private company, that the company is a
private
company;
(g) the registered office of the proposed company;
(h) in the case of a one person company, the full name and
residential
address and occupation of the person nominated by the proposed director
to
be the secretary of the company pursuant to section 140 in the event of
the
death or mental incapacity of the sole shareholder and director; and
(i) a declaration made by the applicant that the informatio
n provided in
the application is true and correct.
(3) A document submitted under subsection (1)(c)(iv) shal
l contain the consent of
the person referred to thereunder to be a member and shall state a speci
fied amount
up to which the member undertakes to contribute to the assets of the com
pany, in the
event of its being wound up while that person is a member, or within one
year after
ceasing to be a member, for payment of the debts and liabilities of the
company
contracted before that person ceases to be a member, and of the costs, c
harges and
expenses of the winding up, and for the adjustments of the tights among
themselves
of the other members who are similarly required to contribute.
(4) Where a person is a director of one or more subsidiarie
s of the same holding company, and of the holding company it shall be sufficient for t
he purposes of
subsection (2)(c) to state that the person is the holder of one or m
ore directorships in
that group of companies and the group may he described by the name of th
e holding
company with addition of the word “Group”.

24. Incorporation
Where the Registrar is satisfied that the application for incorporation
of a company
complies with this Act, the Registrar shall upon payment of the prescrib
ed fee –

(a) enter the particulars of the company on the registers;

(b) assign a unique number to the company as its company nu
mber; and
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (45 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001

(c) issue a certificate of incorporation in the prescribed
form.

25. Certificate of incorporation
A certificate of incorporation of a company issued under section 24 is c
onclusive evidence
that –
(a) all the requirements of this Act as to incorporation have b
een complied with;
and
(b) on and from the date of incorporation stated in the certifi
cate, the company is
incorporated under this Act.

26. Separate legal personality
A company incorporated under this Act shall be a body corporate with the
name by which it
is registered and continues in existence until it is removed from the re
gister of companies.

PART IV – CAPACITY, POWERS AND VALIDITY OF ACTS

27. Capacity and powers
(1) Subject to this Act and to any other enactment, a company s
hall have, both
within and outside Mauritius –
(a) full capacity to carry on or undertake any business or
activity, do any
act, or enter into any transaction; and
(b) for the purposes of paragraph (a), full rights, power
s, and privileges.
(2) Without in any way derogating from the generality of subsec
tion (1), and
notwithstanding the provisions of any other enactment, a company, althou
gh not
formed under authentic deed, shall be capable of giving and entering int
o and being
bound by and claiming all rights under a deed or mortgage or other instr
ument.
(3) The constitution of a company may contain a provision r
elating to the capacity, rights, powers, or privileges of the company only if the p
rovision restricts
the capacity of the company or those rights, powers, and privileges.

28. Validity of actions
(1) Where the constitution of a company sets out the objects of
the company,
there is deemed to be a restriction in the constitution on carrying on a
ny business or
activity that is not within those objects, unless the constitution expre
ssly provides
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (46 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
otherwise.
(2) Where the constitution of a company provides for any restri
ction on the
business or activities in which the company may engage –
(a) the capacity and powers of the company shall not be aff
ected by that
restriction; and
(b) no act of the company and no contract or other obligati
on entered
into by the company and no transfer of property to or by the company is
invalid
by reason only that it was done in contravention of that restriction.
(3) Subsection (2) shall be without prejudice to sections 169
, 170, 174 and 176.
(4) The capacity of the company to do an act shall not be affec
ted by the fact
that the act is not, or would not be, in the best interests of a company
.

29. Dealings between company and other persons
(1) A company or a guarantor of an obligation of a company shal
l not assert
against a person dealing with the company or with a person who has acqui
red
property, rights, or interests from the company that –
(a) this Act, in so far as it provides for matters of compa
ny meetings and
internal procedure, or the constitution of the company, has not been com
plied
with;
(b) a person named as a director or secretary of the compan
y in the
most recent notice received by the Registrar under section 23 or 142 –
(i)
is not a director or secretary of a company;
(ii)
has not been duly appointed; or
(iii) does not have authority to exercise a power which a d
irector of
or secretary of a company carrying on business of the kind carried on by

the company customarily has authority to exercise;
(c) a person held out by the company as a director, secreta
ry,
employee, or agent of the company – (i)
has not been duly appointed; or
(i)
(ii)
does not have authority to exercise a power which a director,
secretary, employee, or agent of a company carrying on business of the
kind carried on by the company customarily has authority to exercise;
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (47 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(d) a person held out by the company as a director, secreta
ry,
employee, or agent of the company with authority to exercise a

power which a director, secretary, employee, or agent of a company carry
ing
on business of the kind carried on by the company does not customarily h
ave
authority to exercise, does not have authority to exercise that power;
(e) a document issued on behalf of a company by a director,
secretary,
employee, or agent of the company with actual or usual authority to issu
e the
document is not valid or not genuine, unless the person has, or ought to
have,
by virtue of his position with or relationship to the company, knowledge
of the
matters referred to in paragraph (a), (b), (c), (d), or (c), a
s the case may be.
(2) Subsection (1) shall apply even though a person of the ki
nd referred to in
paragraphs (b) to (e) of that subsection acts fraudulently or forges
a document that
appears to have been signed on behalf of the company, unless the person
dealing
with the company or with a person who has acquired property, rights, or
interests
from the company has actual knowledge of the fraud or forgery.

30. No constructive notice
A person is not affected by, or deemed to have notice or knowledge of th
e contents of, the
constitution of, or any other document relating to, a company merely bec
ause –
(a) the constitution or document is registered in a register ke
pt by the Registrar;
or

(b) it is available for inspection at an office of the comp
any.

PART V – COMPANY NAMES

31. Name to be reserved
The Registrar shall not register a company under a name or register a ch
ange of the name
of a company unless the name has been reserved.
32. Name or company where liability of shareholders limited
Where the liability of the shareholders of a company is limited, the reg
istered word
“Limited” or the word “Limitée” or the name of the company shal
l end with the abbreviation
“Ltd” or “Ltée”.
33.
Power to dispense with “Limited” or “Limitée”
(1) Where it is proved to the satisfaction of the Minister that
an entity about to be
formed as a limited company is to be formed for promoting commerce, art,
science,
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (48 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
religion, charity or any other useful object, and intends to apply its p
rofits or other
income
in promoting its objects, and to prohibit the payment of any dividend to
its members,
the Minister may direct that the entity be registered as a company with
limited liability
without the addition of the word “Limited” or “Limitée” or the abbrev
iation “Ltd” or
“Ltée” to its name, and the entity may be registered accordingly.
(2) The Minister may issue a direction under subsection (1) i
n relation to a
company which has already been registered if the Minister is satisfied t
hat the
company compares with the conditions prescribed under subsection (11).
(3) A direction under this section may be granted on such condi
tions (including
the maximum area of land the company may hold) as the Minister thinks f
it, and
those Conditions shall be binding on the entity, and shall, if the Minis
ter so directs, be
inserted in the memorandum and articles, or in one of those documents or
in the
constitution of the entity.
(4) The entity shall, on incorporation, enjoy all the privilege
s of limited
companies, and be subject to all their obligations, except those of usin
g the word
“Limited” or “Limitée” or the abbreviation “Ltd” or “Ltée” as any
part of its name, and
of publishing its name, and of sending lists of members and directors an
d managers
to the
Registrar.
(5) A direction under this section may at any time be revoked b
y the Minister and
upon revocation the Registrar shall enter the word “Limited” at the end
of the name of
the company in the register, and the company shall cease to enjoy the ex
emptions
and privileges granted by this section.
(6) No direction under this section may be revoked unless the M
inister has given
to the company notice in writing of his intention and has afforded the c
ompany an
opportunity of being heard in opposition to the revocation.
(7) Where, as a result of a direction given under subsection (
1) the
memorandum, article or constitution includes a provision that the memora
ndum,
article or constitution shall not be altered except with the consent of
the Minister, the
company shall not by special resolution alter any provision of the memor
andum, or
article or
constitution.
(8) Where an authorisation under this section is revoked, the m
emorandum,
article or constitution may be altered by special resolution so as to re
move any
provision in or to the effect that the memorandum, article or constituti
on may be
altered only with the consent of the Minister.
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (49 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
34. Application for reservation of name(1) An application for reservation of the name of a company sha
ll be sent or
delivered to the Registrar, and shall be in a form approved by the Regis
trar.

(2) The Registrar shall not reserve a name –
(a)
which, or the use of which, would contravene an enactments;

(b) which, by virtue of section 35, cannot be registered.
(c) that is identical or almost identical to a name that th
e Registrar has
already reserved under this Act or the Companies Act 1984 and that is st
ill
available for incorporation; or
(d) that, in the opinion of the Registrar, is offensive.

(3) The Registrar shall inform the applicant by notice in w
riting –
(a) whether or not the Registrar has reserved the name; and
(b) if the name has been reserved, that unless the reservat
ion is sooner
revoked by the Registrar, the name is available for incorporation of a c
ompany
with that name or registration of a change of name, whichever be the cas
e, for
2 months after the date stated in the notice.
(4) The reservation of a name under subsection (3) shall not
by itself entitle the
proposed company, company or foreign company to be registered under that
name,
either originally or on a change of name.

35. Name of company
(1) No company including a foreign company shall be registered
under a name
which is identical with that of an existing company, or statutory corpor
ation, or so
nearly resembles that name as to be likely to mislead, except where the
existing
company or statutory corporation is in the course of being dissolved and
signifies its
consent in such manner as the Registrar requires.
(2) Except with the Minister’s written consent, no company incl
uding a foreign
company shall be registered under a name which includes –
(a) the word “Authority”, “Corporation”, “Government”, “Mau
ritius”,
“National”, “President”, “Presidential”, “Regional”, “Republic”, “State”
, or any
other word which in the Registrar’s opinion suggests, or is likely to su
ggest, that
it enjoys the patronage of the Government or of a statutory corporation,
or of
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (50 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
the Government of any other State;
(b) the word “Municipal” or “Chartered” or any other word w
hich in the
Registrar’s opinion suggests, or is likely to suggest, connection with a
local
authority in Mauritius or elsewhere;
(c) the word “co-operative”;
(d) the words “Chamber of Commerce”.

(3) Except with the consent of the Court no company includi
ng a foreign company shall be registered by a name, which in the opinion of the Regis
trar is
undesirable or misleading.

36. Change of name
(1)
An application to change the name of a company shall –

(a) be in the prescribed form; and
(b) be accompanied by a notice reserving the name; and
(c) subject to the constitution of the company, be made by
passing a
special resolution to that effect and filing a copy of the resolution.
(2) Where the Registrar is satisfied that a company has complie
d with subsection
(1), the Registrar shall –
(a) record the new name of the company;
(b) record the change of name of the company on its certifi
cate of
incorporation;
(c) require the company to cause a notice to that effect to
be published
in such manner as the Registrar may direct.

(3) A change of name of a company shall –
(a) take effect from the date of the certificate issued und
er subsection
(2); and
(b) not affect the rights or obligations of the company, or
legal
proceedings by or against the company, and legal proceedings that might
have
been continued or commenced against the company under its former name
may be continued or commenced against it under its new name.
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (51 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001

37. Direction to change name
(1) Where the Registrar is satisfied that a company should not
have been
registered under a name, the Registrar may serve written notice on the c
ompany to
change its name by a date specified in the notice, being a date not less
than 28 days
after the date on which the notice is served.
(2) Where the company does not change its name within the perio
d specified in
the notice, the Registrar may register the company under a new name chos
en by the
Registrar, being a name under which the company may be registered under
this Part.
(3) Where the Registrar registers a new name under subsecti
on (2), he shall record the new name on the certificate of incorporation of the com
pany and
section 36(3) shall apply in relation to the registration of the new n
ame as if the name
of the company had been changed under that section.

38. Use of company name

(1) A company shall ensure that its name is clearly stated
–
(a) in every written communication sent by, or on behalf of
, the
company; and
(b) on every document issued or signed by, or on behalf of,
the company and which evidences or creates a legal obligation of the company
.
(2) Where the name of a company is incorrectly stated in a docu
ment which
evidences or creates a legal obligation of the company and the document
is issued or
signed by or on behalf of the company, every person who issued or signed
the
document is liable to the same extent as the company unless –
(a) the person who issued or signed the document proves tha
t the
person in whose favour the obligation was incurred was aware at the time
the
document was issued or signed that the obligation was incurred by the
company; or
(b) the court before which the document is produced is sati
sfied that it
would not be just and equitable for the person who issued or signed the
document to be so liable.
(3) For the purposes of subsections (1) and (2) and section
181, a company may
use a generally recognized abbreviation of a word or words in its name i
f it is not
misleading to do so.

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (52 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(4) Where, within the period of 12 months immediately preceding
the giving by a
company of any public notice, the name of the company was changed, the c
ompany
shall ensure that the notice states –
(a) that the name of the company was changed in that period
; and
(b) the former name or names of the company.

PART VI – COMPANY CONSTITUTION

39. No requirement for company to have constitution

Any company may, but does not need to, have a constitution.
40. Effect of Act on company having constitution
(1) Where a company has a constitution, the rights, powers, dut
ies, and
obligations of the company, the Board, each director, and each sharehold
er of the
company shall be those set out in this Act except to the extent that the
y are
restricted, limited or modified by the constitution of the company in ac
cordance with
this Act.
(2) Subject to subsection (3), the form of constitution of a
private company shall
be in the form set out in the Second Schedule.
(3) A private company may exclude or modify the provisions of i
ts constitution to
the extent permitted by the Second Schedule.

41. Effect of Act on company not having constitution
Where a company does not have a constitution, the rights, powers, duties
, and obligations
of the company, the Board, each director, and each shareholder of the co
mpany shall be
those set out in this Act.

42. Form and content of constitution

(1) For the purposes of this Act, the constitution of a com
pany shall –
(a) in the case of a company incorporated under Part III, b
e, a document certified by the applicant for registration of the company as t
he
company’s constitution;
(b) in the case of a private company incorporated under Par
t III, be,
subject to section 40, the constitution set out in the Second Schedule;

(c) in the case of an existing company, be the memorandum a
nd articles
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (53 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
of association as originally registered or as altered in accordance with
the
Companies Act 1984 or the Companies Act 1913 provided that any statement

of objects in the memorandum shall, from the commencement of this Act, h
ave
the effect stated in section 28;
(d) be a document that is adopted by the company as its con
stitution
under section 44;
(e) be a document referred to in section 45; or
(f) be a document referred to in any of the preceding parag
raphs as
altered by the company under section 44 or varied by the Court under sec
tion
178.
(2) Subject to section 27(3), the constitution of a company m
ay contain –
(a) matters contemplated by this Act for inclusion in the c
onstitution of a
company; and
(b) such other matters as the company wishes to include in
its
constitution.
(3) Notwithstanding any other enactment, the constitution of a
company and any
amendment to the constitution shall be certified by a law practitioner a
nd need not be
embodied in a notarial deed.

43. Effect of constitution
(1) The constitution of a company shall be void to the extent t
hat it contravenes,
or is inconsistent with, this Act.
(2) Subject to this Act, the constitution of a company shall ha
ve the effect of a
contract –
(a)
as between the company and each member or shareholder; and

(b) as between the members or shareholders themselves.
(3) All money payable by any member to the company under the co
nstitution
shall be a debt due from him to the company.

44. Adoption, alteration and revocation of constitution
(1) The shareholders or members of a company may, where the com
pany does
not have a constitution, by special resolution, adopt a constitution for
the company.

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (54 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(2) Subject to subsection (3) and sections 67, 80 and 114, th
e shareholders of a
company may, by special resolution, alter or revoke the constitution of
the company.
(3) An existing company which has, under section 42(l)(c) r
etained its
memorandum of association and articles of association as its constitutio
n, shall not
alter any of the provisions in its existing memorandum of association or
articles of
association unless it replaces its memorandum of association and its art
icles of
association by a single document into which it consolidates its constitu
tion.
(4) The company may apply to the Registrar for dispensation fro
m the
requirement of subsection (3) and where the Registrar is satisfied tha
t undue
hardship would be caused to the company by requiring compliance with sub
section
(3) and that it is necessary that the alteration be made promptly, the
Registrar may
grant the dispensation on such terms and conditions as the Registrar thi
nks fit.
(5) Within 14 days of the adoption of a constitution by a compa
ny, or the
alteration or revocation of the constitution of a company, as the case m
ay be, the
Board shall cause a notice in a form approved by the Registrar to be del
ivered to the
Registrar for registration.

45. New form of constitution
(1) A company may deliver to the Registrar a single document th
at incorporates
the provisions of a document referred to in section 42(1)(f) togethe
r with any
amendments.
(2) The Registrar may, where he considers that by reason of
the number of amendments to a company’s constitution it would be desirable for the
constitution
to be contained in a single document, by notice in writing, require a co
mpany to
deliver to the Registrar a single document that incorporates the provisi
ons of a
document referred to in section 42(1)(f), together with any amendmen
ts.
(3) Where a notice has been served under subsection (2), the
Board shall, within
28 days of receipt by the company of the notice, cause to be delivered t
o the
Registrar –
(a) the document for registrations; and
(b) a certificate signed by a person authorized by the Boar
d to the effect
that the document referred to in paragraph (a) complies with subsectio
n (1) or
(2), as the case may be.
(4) On receipt of the document referred to in subsection (3),
the Registrar shall
register the document.

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (55 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
PART VII – SHARES

Sub-Part A – Legal nature and types of shares

46. Legal nature and types of shares

(1) A share in a company shall be a movable property.
(2) Subject to subsection (3), a share in a company shall con
fer on the holder –
(a) the right to one vote on a poll at a meeting of the com
pany on any
resolution;
(b) the right to an equal share in dividends authorized by
the Board;
(c) the right to an equal share in the distribution of the
surplus assets of
the company.
(3) Subject to section 59, the rights specified in subsection (
2) may be restricted,
limited, altered, or added to by the constitution of the company or in a
ccordance with
the terms on which the share is issued under section 51 or 52, as the ca
se may be.
(4) Subject to the constitution of the company, different class
es of shares maybe
issued in a company.
(5)
Without limiting subsection (4), shares in a company may –

(a) be redeemable in accordance with section 76;
(b) confer preferential rights to distributions of capital
or income;
(c) confer special, limited, or conditional voting rights;
or

(d) not confer voting rights.

47. No par value shares
(1) Any shares created or issued after the commencement of this
Act shall be
shares of no par value.
(2) Subject to subsection (3), the par value shares of an exi
sting company on the
register of companies under the Companies Act 1984 or the International
Companies
Act 1994 at the date of the commencement of this Act shall continue to b
e shares
having a par value with the par value attached to those shares being the
par value
carried by those shares immediately before the commencement of this Act.

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (56 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(3) Any existing company under sub-section (2) may at any tim
e, convert any
class of shares of the company into shares of no par value provided that
–
(a) all the shares of any one class of shares of the compan
y consist of
either par value shares or no par value shares; and
(b) where all the shares of the company –
(i) are of the one class, the conversion of the shares is a
pproved
by special resolution or by consent in writing of 75 per cent of the
shareholders; or
(ii) comprise more than one class, the conversion of the sh
ares is
approved by the holders of each class to be converted by special
resolution or by consent in writing of 75 per cent of the holders of tha
t
class; and
(c) notice of the terms of the conversion is given to the R
egistrar for
registration within 14 days of the approval of the conversion under para
graph
(b).
(4) Notwithstanding subsection (1), an existing company under
subsection (2)
may, after the commencement of this section, issue shares or a class or
classes of
shares having a par value.
(5) Upon registration of the notice under subsection (3)(c)
, the shares in question
shall, subject to subsection (6), be deemed to have been converted int
o shares of no
par value.
(6) The shares converted under subsection (3) shall not affec
t the rights and
liabilities attached to such shares and in particular, without prejudice
to the generality
of this section, such conversion shall not affect –
(a) any unpaid liability on such shares; or
(b)
the rights of the holders thereof in respect of dividends, voting or
repayment on winding up or a reduction of capital.
(b)
(7) Notwithstanding subsection (1), the Registrar may, where
he is satisfied that –
(a) a company registered or proposed to be registered under
this Act is
a wholly owned subsidiary of a company registered outside Mauritius and
that
for the purposes of the company’s reporting obligations outside Mauritiu
s it is
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (57 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
necessary for the company to be formed with shares carrying a par value;
or
(b) there are good grounds for the shares to be issued at p
ar value, the
Registrar may, subject to subsection (8), grant a dispensation from su
bsection
(1) and permit the issue of a class or classes of par value shares.
(8) A dispensation under subsection (7) shall be granted on s
uch terms and
conditions as the Registrar may consider fit provided that all the share
s of any class
shall be at par value and any premiums received on any issue of shares s
hall be
transferred into the share premium account in accordance with section 48
(5).

48. Stated capital and share premium account
(1) A company shall maintain a stated capital account for each
class of shares it
issues in which it shall enter the stated capital in relation to that cl
ass of shares.
(2) A company shall not reduce its stated capital except as pro
vided under
section 62.
(3) The provisions of this Act relating to stated capital shall
not apply to a
company which is an investment company including an authorised mutual fu
nd.

Amended by [
Act No. 20 of 2002]

(4) Except in the case of a company holding a Category 1 Global
Business
Licence or a Category 2 Global Business Licence, the stated capital of t
he company
shall be expressed in Mauritius currency unless written approval to expr
ess the
stated capital in another currency is obtained from the Registrar in the
same manner
as under section 213.
(5) Where shares having a par value are issued at a premium, wh
ether for cash
or otherwise; a sum equal to the aggregate amount or value of the premiu
ms on
those shares shall be transferred to an account to be called “the share
premium
account” and the provisions of this Act relating to the stated capital o
f the company
and relating to the reduction of share capital of the company shall appl
y.
(6)
Where shares having a par value are issued for a consideration other
than
cash and the value of that consideration is more than the par value of s
uch shares,
the difference between the par value of the shares and the value of the
shares so
acquired shall be transferred to the share premium account.
(7)
In the case of shares having a par value, the share premium account may,

notwithstanding anything contained in subsection (5) be applied by th
e company to
paying up shares of the company to be issued to shareholders of the comp
any as
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (58 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
fully paid shares.
(8)
The stated capital account, including in the case of shares having a par

value, the share premium account, notwithstanding anything contained in
subsection
(5) may, provided the directors are satisfied that the company will im
mediately after
the application satisfy the solvency test, be applied by the company in
writing off –
(a) the preliminary expenses of the company; or
(b) the expenses of, or the commission paid on, the creatio
n or issue of
any such shares.

49. Transferability of shares
(1) Subject to any limitation or restriction on the transfer of
shares in the
constitution, a share in a company shall be transferable.
(2) A share shall be transferred by entry in the share register
in accordance with
section 88.

(3) Subject to section 87, the heir of a deceased member or the
Curator may
transfer a share even though the heir or Curator is not a shareholder at
the time of
transfer.

50. Denomination of share capital
(1) Subject to subsection (2), any share having a par value i
ssued under section
47(7) shall be denominated in Mauritius currency.
(2)
Any share of par value issued under section 47(7) may, with the approv
al of
the Registrar, be designated in any foreign currency but shall otherwise
be
designated in Mauritius currency.

(3) Where a company has denominated its share capital in accord
ance with
subsection (2), it shall, within 14 days of the date of such denominat
ion, file with the
Registrar a notice to that effect.
(4) Where the hare capital of a company is denominated in a for
eign currency, it
shall not, without the prior approval of the Registrar, change the denom
ination into
another currency.

51. Issue of shares on incorporation and amalgamation
(1) Upon incorporation of the company under section 24 any pers
on named in
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (59 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
the application for incorporation as a shareholder shall be deemed to ha
ve been
issued with the number of shares specified in the application.
(2) Following the issue of a certificate, of amalgamation under s
ection 249, the
amalgamated company shall forthwith issue to any person entitled to a sh
are or
shares under the amalgamated proposal, the share or shares to which that
person is
entitled.
52. Issue of other shares
(1) Subject to this Act, and in particular to s
ubsection (2), and to the
constitution of the company, the Board may issue shares at any time, to
any person,
and in any number it thinks fit.
(2) Where the shares confer rights other than those set out in
section 46(2), or
impose any obligation on the holder, the Board shall, subject to –
(a)
the prior approval of an ordinary resolution of shareholders, unless the

constitution provides otherwise; and

(b) the requirements of section 114,
approve the terms of issue which set out the rights and obligations atta
ched to the
shares.

(3) The terms of issue approved by the Board under subsecti
on (2) –
(a) shall be consistent with the constitution of the compan
y, and to the
extent that they are not so consistent, shall be invalid and of no effec
t;
(b) shall be deemed to form part of its constitution and ma
y be amended in accordance with section 44 subject to the requirements of sec
tion
114.
(4) Subject to subsection (5) ,within 14 days of the issue of
shares under this
section, the company shall –
(a) give notice to the Registrar in a form approved by him
of –
(i) the number of shares issued;
(ii) the amount of the consideration for which the shares h
ave
been issued, or its value as determined by the Board under section 56;
(iii) the amount of the company’s stated capital following
the issue
of the shares; and
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (60 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001

(iv) the name and description of the persons, to whom the
shares
are issued together with the number and class of shares issued to each
person;

(b) deliver to the Registrar, a certified copy of –
(i) any terms of issue approved under subsection
(ii) the certificate referred to in subsection(6);.

(5) The Registrar may dispense any open-ended fund from the obl
igations
imposed by subsection (4).

(6) (a) Where shares are issued to a non-citizen, the Board shall,

notwithstanding the constitution of the company, ascertain that the non-
citizen
has obtained the certificate under the Non-Citizens (Property Restricti
on) Act
authorising him to purchase, acquire or hold such shares before the shar
es are
actually issued to him.
(b) Paragraph (a) shall apply to a transfer of shares in the same wa
y as it
applies to an issue of shares.

Amended by [
Act No. 20 of 2002]

53. Alteration in number of shares

(1) A company may by ordinary resolution – (a) divide or subdivide its shares into shares of a smaller
amount if the proportion between the amount paid, and the amount, if any, unpai
d on
each reduced share remains the same as it was in the case of the share f
rom
which the reduced share is derived;
(b) consolidate into shares of a larger amount than its exi
sting shares.
(2) Where shares are consolidated, the amount paid and any unpa
id liability
thereon, any fixed sum by way of dividend or repayment to which such sha
res are
entitled, shall also be consolidated.
(3) Where a company has altered its share capital in a manner s
pecified in
subsection (1), it shall within 14 days of the date of the alteration
file a notice to that
effect with the Registrar.
(4) A notice under subsection (3) shall include particulars w
ith respect to the
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (61 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
classes of shares affected.

54. Fractional shares
A company may, where its constitution so provides, issue fractions of sh
ares which shall
have corresponding fractional liabilities, limitations, preferences, pri
vileges, qualifications,
restrictions, rights and other attributes as those which relate to the w
hole share of the same
class or series of shares.

55. Pre-emptive rights to new issues
(1) Subject to its constitution, where a company issues shares
which rank
equally with, or in priority to existing shares as to voting or distribu
tion rights, those
shares shall be offered to the holders of existing shares in a manner wh
ich would, if
the offer were accepted, maintain the relative voting and distribution r
ights of those
shareholders.
(2) An offer under subsection (1) shall remain open for accep
tance for a
reasonable time, which shall not be less than 14 days.

56. Consideration for issue of shares
(1) Before it issues any shares the Board shall determine the a
mount of the
consideration for which the shares shall be issued and shall ensure that
such
consideration is fair and reasonable to the company and to all existing
shareholders.
(2) The consideration for which a share is issued may take any
form including
payment in cash, promissory notes, contracts for future services, real o
r personal
property, or other securities of the company.
(3) The amount of consideration for which a share with par valu
e is issued in
accordance with any dispensation given by the Registrar under section 47
, shall not
be less than the par value.
57. Shares not paid for in cash
(1) Shares shall be deemed not to have been paid for in cash ex
cept to the
extent that the company has actually received cash in payment of the sha
res at the
time of or subsequently to the agreement to issue the shares.
(2) Before shares that have already been issued are credited as
fully or partly
paid up other than for cash, the Board shall determine the reasonable pr
esent cash
value of the consideration and shall ensure that the present cash value
of the
consideration is –
(a) fair and reasonable to the company and to all existing
shareholders;
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (62 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
and
(b) not less than the amount to be credited in respect of t
he shares.
(3) A certificate shall be signed by one of the directors or hi
s agent authorised in
waiting describing the consideration in sufficient detail to identify it
and state –
(a) the present cash value of the consideration and the bas
is for
assessing it;
(b) that the present cash value of the consideration is fai
r and
reasonable to the company and to all existing shareholders, and
(c) that the present cash value of the consideration is not
less than the
amount to be credited in respect of the shares.
(4) The Board shall deliver a copy of a certificate issued unde
r subsection (3) to
the Registrar for registration within 14 days of its signature.
(5)
Nothing in this section shall apply to the issue of shares in a company
on –

(a) the conversion of any convertible securities; or
(b) the exercise of any option to acquire shares in the com
pany.

(6) Where the Registrar is dissatisfied with the value ment
ioned in the certificate delivered to the Registrar under subsection (4), the Regis
trar may refer the
matter to the Registrar-General who may assess the value in accordance w
ith
section 17 of the Registration Duty Act and section 28 of the Land (Dut
ies and
Taxes) Act 1984 and the provisions of those sections including the righ
t of appeal
under those sections shall mutatis mutandis apply to a valuation for the
purposes of
this section.
(7) An officer who fails to comply with subsection (3) shall
commit an offence and
shall, on conviction, be liable to a fine not exceeding 200,000 rupees.
(8) Where the Board fails to comply with subsection (4), ever
y officer of the
company shall commit an offence and shall, on conviction, be liable to a
fine not
exceeding 100,000 rupees.
Amended by [
Act No. 20 of 2002] 58. Calls on shares Where a call is made on a share or any other obligation attached to a sh
are is performed
by the shareholder, the company shall within 14 days give notice to the
Registrar in a form
approved by him of –
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (63 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(a) the amount of the call or its value as determined by the Bo
ard under section
57 (2); and
(b) the amount of the stated capital of the company following t
he making of the
call.

59. Consent to issue of shares

The issue by a company of a share that –

(a) increases a liability of a person to the company; or

(b) imposes a new liability on a person to the company,
shall be void where that person, or his agent who is authorized in writ
ing, does not consent
in writing to becoming the holder of the share before it is issued.

60. Time of issue of shares
Notwithstanding section 51(1), a share is issued when the name of the
holder is entered on
the share register.

61. Board may authorise distributions
(1) A company shall not make any distribution to any shareholde
r unless that
distribution –
(a) has been authorized by the Board under subsection (2)
; and
(b) subject to the constitution, has been approved by the s
hareholders
by ordinary resolution.
(2) The Board may authorize a distribution at such time and of
such amount as it
thinks fit, if it is that the company shall, upon the distribution being
made, satisfy the
solvency test.
(3) The directors who vote in favour of a distribution shall si
gn a certificate stating
that, in their opinion, the company shall, upon the distribution being m
ade, satisfy the
solvency test.
(4) Where, after a distribution is authorized and before it is
made, the Board
ceases to be satisfied that the company shall, upon the distribution bei
ng made,
satisfy the solvency test, any distribution made by the company shall be
deemed not
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (64 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
to have been authorised.
62. Reduction of stated capital
(1) Subject to subsection (3), a company may by special resol
ution reduce its
stated capital to such amount as it thinks fit.
(2) Public notice of a proposed reduction of a company’s stated
capital shall be
given not less than 30 days before the resolution to reduce stated capit
al is passed.
(3) A company may agree in writing with a creditor of the compa
ny that it shall
not reduce its stated capital –
(a) below a specified amount without the prior consent of t
he creditor; or
(b) unless specified conditions are satisfied at the time o
f the reduction.
(4) A resolution to reduce the stated capital passed in breach
of any agreement
referred to in subsection (3) shall be invalid and of no effect.

(5) A company shall not take any action –
(a) to extinguish or reduce a liability in respect of an am
ount unpaid on a
share; or
(b) to reduce its stated capital for any purpose (other th
an the purpose
of declaring that its stated capital is reduced by an amount that is not

represented by the value of its assets), unless there are reasonable gr
ounds on
which the directors may determine that, immediately after the taking of
such
action, the company will be able to satisfy the solvency test.

(6) Where –
(a) a share is redeemed at the option of the shareholder un
der section
79 or on a fixed date under section 80; or
(b) the company purchases a share under section 68, and the
Board is
satisfied that as a consequence of the redemption or purchase, the compa
ny
would, but for this subsection, fail to satisfy the solvency test –
(i) the Board shall resolve that the stated capital of the
company
shall be reduced by the amount by which the company would so fail to
satisfy the solvency test; and
(ii) the resolution of the Board shall have effect notwiths
tanding
subsections (1) to (3).
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (65 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(7) A company which has reduced its stated capital shall within
14 days of the
reduction give notice of the reduction to the Registrar, specifying the
amount of the
reduction and the reduced amount of its stated capital.

Sub-Part B – Dividends and distributions
63. Dividends
(1) A dividend shall be a distribution other than a distributio
n to which sections
68 and 81 apply.

(2) The Board shall not authorize a dividend –
(a) in respect of some but not all the shares in a class;
(b) of a greater amount in respect of some shares in a clas
s than other
shares in that class except where –
(i) the amount of the dividend is reduced in proportion to
any
liability attached to the shares under the constitutions;
(ii) a shareholder has agreed in writing to receive no divi
dend, or a
lesser dividend than would otherwise be payable;
(c) unless it is paid out of retained earnings, after havin
g made good any
accumulated losses at the beginning of the accounting period.

64. Shares in lieu of dividends
Subject to the constitution of the company, the Board may issue shares t
o any
shareholders who have agreed to accept the issue of shares, wholly or pa
rtly, in lieu of a
proposed dividend or proposed future dividends provided that –
(a) the right to receive shares, wholly or partly, in lieu of t
he proposed dividend or
proposed future dividends has been offered to all shareholders of the sa
me class on
the same terms;
(b) where all shareholders elected to receive the shares in lie
u of the proposed
dividend, relative voting or distribution rights, or both, would be main
tained;
(c) the shareholders to whom the right is offered are afforded
a reasonable
opportunity of accepting it;
(d) the shares issued to each shareholder are issued on the sam
e terms and
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (66 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
subject to the same rights as the shares issued to all shareholders in t
hat class who
agree to receive the shares; and

(e) the provisions of section 56 are complied with by the B
oard.

65. Shareholder discounts
(1) The Board may resolve that the company shall offer sharehol
ders discounts
in respect of some or all of the goods sold or services provided by the
company.
(2) The Board shall not approve a discount scheme under subsect
ion (1) unless
it has previously resolved that the proposed discounts are –
(a) fair and reasonable to the company and to all sharehold
ers and
(b) made available to all shareholders or all shareholders
of the same
class on the same terms.
(3) A discount scheme shall not be approved, or where it had pr
eviously been
approved shall not be continued by the Board unless it has reasonable gr
ounds to
believe that the company satisfies the solvency test.
(4) Subject to subsection (5), a discount accepted by a share
holder under a
discount scheme approved under this section shall not be a distribution
for the
purposes of this Act.

(5) Where –
(a) a discount is accepted by a shareholder under a scheme
approved
by the Board; and
(b) after the scheme is approved or the discount was offere
d, the Board
ceases to be satisfied on reasonable grounds that the company would sati
sfy
the solvency test,
section 66 shall apply in relation to the discount with such modificatio
ns as may be
necessary as if the discount were a distribution that is deemed not to h
ave been
authorized.

66. Recovery of distributions
(1) A distribution made to a shareholder at a time when the com
pany did not,
upon distribution being made, satisfy the solvency test may be recovered
by the
company from the shareholder unless –
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (67 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(a) the shareholder received the distribution in good faith
and without
knowledge of the company’s failure to satisfy the solvency test;
(b) the shareholder has altered the shareholder’s position
in reliance on
the validity of the distribution; and
(c) it would be unfair to require repayment in full or at a
ll.

(2) Where, in relation to a distribution made to a sharehol
der –
(a) the procedure set out in section 61 has not been follow
ed; or
(b) reasonable grounds for believing that the company would
satisfy the
solvency test in accordance with section 61 or 81, as the case may be, d
id not
exist at the time the certificate was signed,
a director who failed to take reasonable steps to ensure the procedure w
as followed
or who signed the certificates as the case may be, shall be personally l
iable to the
company to repay to the company so much of the distribution which cannot
be
recovered from shareholders.
(3) Where, by virtue of section 61(4), a distribution is deem
ed not to have been
authorized, a director who –
(a) ceases after authorization but before the making of the
distribution to
be satisfied on reasonable grounds for believing that the company would
satisfy the solvency test upon the distribution being made; and
(b) fails to take reasonable steps to prevent the distribut
ion being made,
shall be personally liable to the company to repay to the company so muc
h of the
distribution which cannot be recovered from shareholders.
(4) Where, by virtue of section 65(5), a distribution is deem
ed riot to have been
authorized, a director who fails to take reasonable steps to prevent the
distribution
being made shall be personally liable to the company to repay to the com
pany so
much of the distribution which cannot be recovered from shareholders.
(5) Where, in an action brought against a director or sharehold
er under this
section, the Court is satisfied that the company could, by making a dist
ribution of a
lesser amount, have satisfied the solvency test, the Court may –
(a) permit the shareholder to retain; or
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (68 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(b) relieve the director from liability in respect of,
an amount equal to the value of any distribution that could property hav
e been made.
67.
Reduction of shareholder liability treated as distribution

(1) Where a company –
(a) alters its constitution;
(b) acquires shares issued by it; or
(c) redeems shares under section 78,
in a manner which would cancel or reduce the liability of a shareholder
to the
company in relation to a share held prior to that alteration, acquisitio
n, or redemption,
the cancellation or reduction of liability shall be treated for the purp
oses of section 61
as if it were a distribution and for the purposes of section 63(2) as
if it were a
dividend.
(2) Where a company has altered its constitution, or acquired s
hares, or
redeemed shares under Sub-Part E in a manner which cancels or reduces th
e liability
of a shareholder to the company in relation to a share held prior to tha
t alteration,
acquisition, or redemption, that cancellation or reduction of liability
shall be treated for
the purposes of section 62 as a distribution of the amount by which that
liability was
reduced.
(3) Where the liability of a shareholder of an amalgamating com
pany to that
company in relation to a share held before the amalgamation is –
(a) greater than the liability of that shareholder to the a
malgamated
company in relation to a share or shares into which that share is conver
ted; or
(b) cancelled by the cancellation of that share in the amal
gamation.
the reduction of liability effected by the amalgamation shall be treated
for the
purposes of section 66(1) and (3) as a distribution by the amalgamat
ed company to
that shareholder, whether or not that shareholder becomes a shareholder
of the
amalgamated company of the amount by which that liability was reduced.

Sub-Part C – Acquisition and redemption of company’s own shares

68. Company may acquire or redeem its own shares
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (69 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001

(1) Subject to subsection (5), a company shall not purcha
se or otherwise acquire any of its own shares except –
(a) as provided under sections 69 and 70 or sections 108 to
110;
(b) in the case of a private company, with the unanimous ap
proval of all
shareholders under section 272;
(b)
with the approval of a unanimous resolution under section 106; or
(d) in accordance with an order made by the Court under thi
s Act.
(2) A company may redeem a share which is a redeemable share in
accordance
with sections 76 to 80 but not otherwise.
(3) Where shares are acquired by a company pursuant to subsecti
on (1) or
redeemed pursuant to subsection (2), the stated capital of the class o
f shares so
acquired or redeemed shall be decreased, or in the case of a company hav
ing par
value shares, the nominal issued share capital and share premium account
shall be
decreased, so as to take into account the extent to which the amount rec
eived by the
company as stated capita under section 7 is reduced by the company’s acq
uisition or
redemption of its own shares.
(4) A company shall not make any payment in whatever form to ac
quire or
redeem any share issued by the company where there are reasonable ground
s for
believing that the company is, or would after the payment, be unable to
satisfy the
solvency test.
(5) A company shall not acquire or redeem its own shares where,
as a result of
such acquisition or redemption, there would no longer be any shares on i
ssue other
than convertible or redeemable shares.
(6) The company shall immediately following the acquisition
or redemption of shares by the company, give notice to the Registrar of the
number and
class of shares acquired or redeemed.
(7) Where a company fails to comply with subsection (4), the
company and every
officer of the company who is in default shall commit an offence and sha
ll, on
conviction, be liable to a fine not exceeding 200,000 rupees.

Amended by [
Act No. 20 of 2002]

69. Purchase of own shares

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (70 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(1) A company may, subject to –
(a) the approval of the Board;
(b) its constitution authorizing it to do so, purchase or o
therwise acquire
its own shares.
(2) The company shall not offer or agree to purchase or otherwi
se acquire its
own shares unless –
(a) the Board is satisfied that –
(i) the acquisition is in the best interests of the company
;
(ii) the terms of the offer or agreement and the considerat
ion to be
paid for the shares are fair and reasonable to the company;
(iii) in any case where the offer is not made to, or the ag
reement is
not entered into with, all shareholders, the offer or the agreement, as
the
case may be, is fair to those shareholders to whom the offer is not made
,
or with whom no agreement is entered into;
(iv) shareholders to whom the offer is made have available
to
them any information which is material to an assessment of the value of
the shares; and
(v) the company shall immediately after the acquisition sat
isfy the
solvency test; and
(b) the Board has disclosed to shareholders or members or o
therwise
has made available to them all information which is material to the asse
ssment
of the value of the shares.
(3) Any offer by a company to purchase or otherwise acquire its
own shares on a
stock exchange shall be made in accordance with such conditions as may b
e
prescribed.

70. Disclosure document
(1) This section shall not apply to – (a)
an offer which –
(a) (i) is made to all shareholders to acquire a proportion of
their
shares;

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (71 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(ii) if accepted, would leave unaffected relative voting an
d
distribution rights; and
(iii) affords a reasonable opportunity to shareholders to a
ccept the
offer;
(b) an offer to which all shareholders have consented in wr
iting or which
is the subject of unanimous approval under section 272;
(c) an offer made pursuant to a unanimous resolution under
section 106;
(d) an offer where the purchase or acquisition is made on t
he Official
List of a Stock Exchange established under the Stock Exchange Act 1988 o
r on
any other stock exchange outside Mauritius; or
(e) a private company holding a Category 1 Global Business
Licence or
Category 2 Global Business Licence, as the case may be.
(2) Subject to subsection (1), before an offer is made pursua
nt to a resolution
under section 69(2), the company shall send to each shareholder a disc
losure
document that complies with subsection (3).

(3) A disclosure document issued under this section shall s
et out –
(a) the nature and terms of the offer, and if made to speci
fied
shareholders only, the names of those shareholders;
(b) the nature and extent of any relevant interest of any d
irector of the
company in any shares the subject of the offer; and
(c) the text of the resolution required by section 69(2),
together with
such further information and explanation as may be necessary to enable a

reasonable shareholder to understand the nature and implications for the

company and its shareholders of the proposed acquisition.

71. Cancellation of shares repurchased
(1) Subject to sections 72 to 74, shares that are acquired by
a company
pursuant to section 69 or 110, or redeemed pursuant to sections 76 to 80
, are
deemed to be cancelled immediately on acquisition.
(2) For the purposes of subsection (1), shares are acquired o
n the date on which
the company would, in the absence of this section, become entitled to ex
ercise the
rights attached to the shares.
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (72 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001

Sub-Part D – Treasury shares

72. Company may hold its own shares
(1) Section 71 (1) shall not apply to shares acquired by a co
mpany pursuant to
section 69 or 110 where –
(a) the constitution of the company expressly permits the c
ompany to
hold its own shares;
(b) the Board of the company resolves that the shares conce
rned shall
not be cancelled on acquisition; and
(c) except in the case of a private company holding a Categ
ory 1 Global
Business Licence or Category 2 Global Business Licence, as the case may
be,
the number of shares acquired, when aggregated with shares of the same
class held by the company pursuant to this section at the time of the
acquisition, does not exceed 15 percent of the shares of that class prev
iously
issued by the company, excluding shares previously deemed to be cancelle
d
under section 71 (1).
(2) Any share acquired by a company pursuant to section 69 or 1
10 and, which
is held by the company pursuant to subsection (1) shall be held by the
company in
itself.
(3) A share that a company holds in itself under subsection (2
) may be cancelled
by the Board resolving that the share is cancelled and the share shall b
e deemed to
be cancelled on the making of such a resolution.

73. Rights and obligations of shares that company holds in itself
suspended
(1) The rights and obligations attaching to a share that a comp
any holds in itself
pursuant to section 72 shall not be exercised by or against a company wh
ile it holds
the share.
(2) Without limiting subsection (1), while a company holds a
share in itself
pursuant to section 72, the company shall not –
(a) exercise any voting rights attaching to the share; or
(b) make or receive any distribution authorized or payable
in respect of
the share.

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (73 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
74. Reissue of shares that company holds in itself
(1) Subject to subsection (2), section 56 shall apply to the
transfer of a share
held by a company in itself as if the transfer were the issue of the sha
re under
section 52.
(2) Subsection (1) shall not apply unless it is specifically
provided in the
constitution that the company may transfer the shares so held.
(3) A company shall not make an offer to sell any share it
holds in itself or enter into any obligations to transfer such a share where –
(a) the company has received notice in writing of a take-ov
er scheme or;
(b) in the case of a listed company, where the stock exchan
ge makes a
public notification to the share market that a takeover offer for more t
han 20 per
cent of the company’s shares is to be made.

75. Enforceability of contract to repurchase shares
(1) A contract with a company for the acquisition by the compan
y of its shares
shall be specifically enforceable against the company except to the exte
nt that the
company would, after performance of the contract, fail to satisfy the so
lvency test.
(2) The company bears the burden of proving that performance of
the contract
would result in the company being unable to satisfy the solvency test.
(3) Subject to subsection (1), where the company has entered
into a contract for
the acquisition by the company of its shares. the other party to the con
tract shall, on
the conclusion of the contract, become a creditor and shall –
(a) be entitled to be paid as soon as the company is lawful
ly able to do
so; or
(b) prior to the removal of the company from the register o
f companies.
be ranked subordinate to the rights of creditors but in priority to the
other
shareholders.

Sub Part E – Redemption of shares

76. Meaning of “redeemable”

A company may issue a redeemable share where –

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (74 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(a) in the case of –
(i) a company, other than a company holding a Category 1 Gl
obal
Business Licence, the constitution of the company makes provision for th
e
company to issue redeemable shares; and
(ii) a company holding a Category 1 Global, Business Licenc
e, the
constitution does not forbid the company from issuing redeemable shares;

(b) the shares are fully paid up at the time of redemption;
and
(c) the constitution or the terms of issue of the share makes p
rovision for the
redemption of the share –
(i) at the option of the company; (ii) at the option of the holder of the share; or
(iii) on a date specified in the constitution or the terms
of issue of the
share for a consideration that is –
(A) specified;
(B) to be calculated by reference to a formula; or
(C) required to be fixed by a suitably qualified person who
is not
associated with or interested in the company.

77. Application of Act to redemption of shares
The provisions of sections 68(3) to (7) and 71 shall apply to a rede
mption of shares.

78. Redemption at option of company
A redemption of a share at the option of the company shall be deemed to
be – (a) an acquisition by the company of the share for the purposes
of section 69(2)
and 70; and

(b) a distribution for the purposes of section 61.

79. Redemption at option of shareholder
(1) Where a share is redeemable at the option of the holder of
the share, and the
holder gives proper notice to the company requiring the company to redee
m the
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (75 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
share,
(a) the company shall redeem the share on the date specifie
d in the
notice, or if no date is specified, on the date of receipt of the notice
;
(b) the share is deemed to be cancelled on the date of rede
mption; and
(c) from the date of redemption the former shareholder rank
s as an unsecured creditor of the company for the sum payable on redemption.

(2) A redemption under this section –
(a) shall not be a distribution for the purposes of section
s 61 and 63; but
(b) shall be deemed to be a distribution for the purposes o
f section 66(1)
and (5).
80. Redemption on fixed date
(1)
Subject to this section, if a share is redeemable on a specified date –

(a) the company shall redeem the share on that date;
(b) the share shall be deemed to be cancelled on that date;
and
(c) from that date the former shareholder shall rank as an
unsecured
creditor of the company for the sum payable on redemption.

(2) A redemption under this section –
(a) shall not be a distribution for the purposes of section
s 61 and 63; but
(b) shall be deemed to be a distribution for the purposes o
f sections 66
(1) and (5).

Sub Part F – Financial assistance in connection with purchase of shares

81. Restrictions on giving financial assistance
(1) A company shall not have financial assistance directly or i
ndirectly for the
purpose of or in connection with the acquisition of its own shares, othe
r than in
accordance with this section.
(2) A company may have financial assistance for the purpose of
or in connection
with the acquisition of its own shares if the Board has previously resol
ved that –

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (76 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(a) giving the assistance is in the interests of the compan
y;
(b) the terms and conditions on which the assistance is giv
en are fair
and reasonable to the company and to any shareholders not receiving that

assistance; and
(c) immediately after giving the assistance, the company sh
all satisfy the
solvency test.
(3) Where the amount of any financial assistance approved under
subsection (2)
together with the amount of any other financial assistance which is stil
l outstanding
exceeds 10 per cent of the company’s stated capital, the company shall n
ot give the
assistance unless it first obtains from its auditor or, if it does not h
ave an auditor, from
a person qualified to act as its auditor, a certificate that –
(a) the person has inquired into the state of affairs of th
e company; and
(b) there is nothing to indicate that the opinion of the Bo
ard that the
company shall, immediately after giving the assistance, satisfy the solv
ency
test, is unreasonable in all the circumstances.
(4) The amount of any financial assistance under this secti
on shall not
be a distribution for the purposes of sections 61 and 63. (5) For the put-poses of’ this section, the term “financial ass
istance” includes
giving a loan or guarantee, or the provision of security.
82.
Transactions not prohibited by section 81

Section 81 shall not apply to –
(a)
a distribution to a shareholder approved under section 61;

(b) the issue of shares by the company;

(c) a repurchase or redemption of shares by the company;

(d) anything done under a compromise under Part XVII or a c
ompromise or arrangement approved under Part XVIII; or
(e) where the ordinary business of a company includes the lendi
ng of money by
the company in the ordinary course of business.

Sub Part G – Cross-holdings

83. Subsidiary may not hold shares in holding company
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (77 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(1) Subject to this section, a subsidiary shall not hold shares
in its holding
company.
(2) An issue of shares by a holding company to its subsidiary s
hall be void.
(3) A transfer of shares from a holding company to its subsidia
ry shall be void.

(4) Where a company that holds shares in another company become
s a
subsidiary of that other company –

(a) the company may, notwithstanding subsection (1), cont
inue to hold
those shares; but
(b) the exercise of any voting rights attaching to those sh
ares shall be of
no effect.
(5) Nothing in this section shall prevent a subsidiary holding
shares in its holding
company in its capacity as a personal representative or a trustee unless
the holding
company or another subsidiary has a beneficial interest under the trust
other than an
interest that arises by way of security for the purposes of a transactio
n made in the
ordinary course of the business of lending money.
(6) This section applies to a nominee for a subsidiary in the s
ame way as it
applies to the subsidiary.

Sub Part H – Statement of shareholders’ rights

84. Statement of rights to be given to shareholders
(1)
Every company shall issue to a shareholder, on request, a statement that

sets out –
(1) (a) the class of shares held by the shareholder, the total
number of
shares of that class issued by the company, and the number of shares of
that
class held by the shareholder;
(b) the rights, privileges, conditions and limitations. inc
luding restrictions
on transfer attaching to the shares held by the
shareholders; and
(c) the rights, privileges, conditions and limitations atta
ching to the
classes of shares other than those held by the shareholder.
(2) The company shall not be under any obligation to provide a
shareholder with
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (78 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
a statement if –
(a) a statement has been provided within the previous 6 mon
ths;
(b) the shareholder has not acquired or disposed of shares
since the
previous statement was provided;
(c) the tights attached to shares of the company have not b
een altered
since the previous statement was provided; and
(d) there are no special circumstances which would make it
unreasonable for the company to refuse the request.
(3) The statement shall not be evidence of title to the shares
or of any of the
matters set out in it.
(4) The statement shall state in a prominent place that it is n
ot evidence of title to
the shares or of the matters set out in it.

PART VIII – TITLE, TRANSFERS, SHARE REGISTER AND CERTIFICATES

85. Privilege or lien on shares
(1) Notwithstanding any other enactment, a company shall, where
the
constitution so provides, be entitled to a privilege or lien, independen
tly of and
without the necessity for inscription, in priority to any other claim, o
ver every issued
share, not being a fully paid share, and over any dividend payable on th
e share, for
all money due by the holder of that share to the company whether by way
of money
called or payable at a fixed time in respect of that share.
(2) In the case of a company, other than a public company, the
constitution may
provide for a privilege or lien of the same kind as referred to in subse
ction (1) over
fully paid shares and dividends on those shares for all money owing by t
he
shareholders to the company.
(3) Subject to subsection (4), a company may, in such manner
as the directors
think fit, sell any share on which the company has a privilege or lien.

(4) No sale shall be made unless –
(a) a sum in respect of which the lien exists is presently
payable; and
(b) until the expiry of 14 days after a written notice, sta
ting and
demanding payment of such part of the amount in respect of which the
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (79 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
privilege or lien exists as is presently payable, has been given to the
registered
holder for the time being of the share, or the person entitled to the sh
are by
reason of the death or bankruptcy of the registered holder.
(5) The directors may, to give effect to any sale under subsect
ion (3), authorize
some person to transfer the shares sold to the purchaser of the shares.
(6) The purchaser referred to in subsection (5) shall be regi
stered as the holder
of the share comprised in any such transfer; and shall not be bound to s
ee to the
application of the purchase money, nor shall the title of the purchaser
to the share be
affected by any irregularity or invalidity in the proceedings relating t
o the sale.
(7) The proceeds of the sale shall be received by the company a
nd applied for
the payment of such part of the amount in respect of which the lien exis
ts as is
presently payable, and any residue shall, subject to a like lien for sum
s not presently
payable as existed upon the share before the sale, be paid to the person
entitled to
the share at the date of the sale.
(8) The directors may, where the constitution so provides, decl
ine to register the
transfer of a share on which the company has a lien.

86. Pledges
(1) Any share or debenture may be given in pledge in all civil
and commercial
transactions in accordance with the Code Civil Mauricien.
(2)
Every company shall keep a register in which –
(a)
the transfer of shares or debentures given in pledge may be inscribed;
(b) it shall be stated that the pledgee holds the share or
debenture not
as owner but in pledge of a debt the amount of which shall in the case o
f a civil
pledge be mentioned.
(3) A pledge shall be sufficiently proved by a transfer inscrib
ed in the register.
(4) The transfer shall be signed by the pledger and by the pled
gee and by the
secretary of the company.
87. Instrument of transfer
(1) Subject to subsection (5) and notwithstanding anything in
its constitution, a
company shall not enter a transfer of shares or debentures in the share
register or
the register of debenture holders unless a valid instrument of transfer
has been
delivered to the company in the form required by section 24 of the Regis
tration Duty
Act.
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (80 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(2) Nothing in subsection (1) shall prejudice any power to re
gister as a
shareholder or debenture holder a person to whom the right to any share
or
debenture has been transmitted by operation of law.
(3) A transfer of the share, debenture or other interest of a d
eceased
shareholder of a company made by his heir or by the Curator shall, subje
ct to any
enactment relating to stamp duty or registration dues, be as valid as if
he had been
such a shareholder at the time of the execution of the instrument of tra
nsfer, even if
the heir or the Curator is not himself a shareholder.
(4) Before entering a transfer made under subsection (3) in t
he share register or
the register of debenture holders, the directors of the company may requ
ire
production of proper evidence of the title of the heir or in the case of
the Curator, of
the vesting order.
(5)
Subsection (1) shall not apply to securities traded on the Stock Excha
nge.

88. Request of transfer or for entry in register
(1) On the written request of the transferor of any share, debe
nture or other
interest in a company, the company shall enter in the appropriate regist
er the name
of the transferee in the same manner and subject to the same conditions
as if the
application for the entry were made by the transferee.
(2) On the written request of the transferor of a share or debe
nture or other
interest in a company, the company shall by written notice require the p
erson having
the possession, custody or control of the debenture or share certificate
if a certificate
has been issued and the instrument of transfer thereof or either of them
, to deliver it
or them to its registered office, within such period as may be specified
in the notice,
being not less than 7 nor more than 28 days after the date of the notice
, to have the
share certificate or debenture cancelled or rectified and the transfer e
ntered in the
appropriate register or otherwise dealt with.
(3) Where a person refuses or neglects to comply with a notice
under subsection
(2) the transferor may apply to the Court to issue a summons for that
person to
appear before the Court and show cause why the document mentioned in the
notice
should not be delivered or produced.
(4) The Court may order the person summoned under subsection (
3) to deliver a
document referred to in subsection (2) to the company on such terms or
conditions
as the Court thinks fit.
(5) A list of all share certificates or debentures called for u
nder this section and
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (81 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
not delivered shall be exhibited at the registered office of the company
and shall be
advertised in such newspapers and at such times as the company thinks fi
t.
89. Notice of refusal to enter transfer in register
Where a company refuses to register a transfer of any share, debenture o
r other interest in
the company, it shall, within 28 days of the date on which the transfer
was delivered to it,
send to the transferor and to the transferee notice of the refusal and i
n the case of a public
company the reasons for the refusal shall be given in the notice.

90. Certification of transfers

(1) The certification by a company of an instrument of transfer
of a share,
debenture or other interest in the company shall be taken as a represent
ation by the
company to any person acting on the faith of the certification that ther
e have been
produced to the company such documents as on the face of them show a pri
ma facie
title to the share, debenture or other interest in the transferor named
in the instrument
of transfer but not as a representation that the transferor has any titl
e to the share,
debenture or other interest.
(2) Where a certification is expressed to be limited to 42 days
or any longer
period from the date of certification, the company and its officers shal
l not, in the
absence of fraud, be liable in respect of the registration of any transf
er of a share,
debenture or other interest comprised in the certification after expiry
of the period so
limited or any extension thereof given by the company if the instrument
of transfer
has not, within that period been delivered to the company for entry in t
he appropriate
register.

(3) For the purposes of this section –
(a) an instrument of transfer shall be deemed to be certifi
cated if it bears
the words “certificate delivered” or words to the like effect;
(b) the certification of an instrument of transfer shall be
deemed to be
made by a company if –
(i) the person issuing the instrument is a person apparentl
y
authorized to issue certificated instruments of transfer on the company’
s
behalf;
(ii) the certification is signed by a person apparently aut
horized to
certify transfers on the company’s behalf or by any officer of the compa
ny
so apparently authorized; and
(c) a certification that purports to be authenticated by a
person’s
signature or initials, whether handwritten or not, shall be deemed to be
signed
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (82 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
by him unless it is shown that the signature or initials were not placed
there by
him and were not placed there by any other person apparently authorized
to
use the signature or initials for the purpose of certificating transfers
on the
company’s behalf.

91. Company to maintain share register
(1) A company shall maintain a share register which shall recor
d the shares
issued by the company and which shall state –
(a)
whether, under the constitution of the company or the terms of issue of
the shares, there are any restrictions or limitations on their transfer;
and
(a)
(b)
the place where any document that contains the restrictions or
limitations may be inspected.
(2) A public company or subsidiary or holding company of a publ
ic company shall
maintain in accordance with section 146 of the Companies Act 1984 a reg
ister of
substantial shareholders in which it shall enter the particulars specifi
ed in subsection
(3) in respect of every share held by a substantial shareholder or in
which directly or
indirectly he has an interest.
(3) The share register under subsection (1) shall state, with
respect to each class
of shares –
(a) the names, in alphabetical order, and the last known ad
dress of each
person who is, or has within the last 7 years been, a shareholder;
(b) the number of shares of that class held by each shareho
lder within
the last 7 years; and
(c) the date of any –
(i) issue of shares to;
(ii) repurchase or redemption of shares from; or

(iii) transfer of shares by or to,
each shareholder within the last 7 years, and in relation to the transfe
r, the
name of the person to or from whom the shares were transferred.

(4) An agent may maintain the share register of the company pro
vided that the
agent is qualified to be the secretary of a public company in accordance
with section
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (83 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
165.

(5) Every company having more than 50 shareholders shall –
(a) unless the share register is in such a form as to const
itute in itself an
index, keep an index of the names of the shareholders of the company; an
d
(b) within 14 days from the day on which any alteration is
made in the
share register, make any necessary alteration in the index.
(6)
Notwithstanding subsection (5), where a company has more than 50
shareholders, the Registrar may require the company to keep the share re
gister in
such form as the Registrar deems fit.
(7)
The index shall contain sufficient indication to enable the
particulars of each shareholder to be readily found in the register.
92.
Place where register kept
92.
(1) Subject to subsection (2), the share register may, if exp
ressly permitted by
the constitution, be divided into 2 or more registers kept in different
places.

(2) The principal register shall be kept in Mauritius.
(3) Where a share register is divided into 2 or more registers
kept at different
places –
(a) the company shall, within 14 days of the date on which
the share
register is divided, by notice in writing inform the Registrar of the pl
aces where
the registers are kept;
(b) in case the place where a register is kept is altered,
the company
shall, within 14 days of the alteration, by notice in writing inform the
Registrar of
the alteration;
(c) a copy of every branch register shall be kept at the sa
me place as
the principal register; and
(d) if an entry is made in a branch register, a correspondi
ng entry shall
be made within 14 days in the copy of that register kept with the princi
pal
register.

(4) In this section –
“principal register”, in relation to a company, means –
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (84 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(a) in case the share register is not divided, the share re
gister;
(b) in case the share register is divided into 2 or more re
gisters,
the register described as the principal register in the last notice sent
to the Registrar.
“branch register” means a register other than the principal register.

93. Share register as evidence of legal title
(1) Subject to section 95, the entry of the name of a person in
the share register
as holder of a share shall be prima facie evidence that legal title to t
he share is
vested in that person.

(2) A company may treat a shareholder as the only person en
titled to –

(a) exercise the right to vote attaching to the share;

(b) receive notices;
(c) receive a distribution in respect of the share; and
(d) exercise the other rights and powers attaching to the s
hare.

94. Secretary’s duty to supervise share register
(1) The secretary shall take reasonable steps to ensure that th
e share register is
properly kept and that share transfers are promptly entered on it in acc
ordance with
section 88.
(2) A secretary who fails to comply with subsection (1) shall
commit an offence
and shall, on conviction, be liable to a fine not exceeding 200,000 rupe
es.

Amended by [
Act No. 20 of 2002]

95. Power of Court to rectify share register
(1) Where the name of a person is wrongly entered in, or omitte
d from, the share
register of a company, the person aggrieved, or a shareholder, may apply
to the
Court –
(a) for rectification of the share register;
(b) for compensation for loss sustained; or
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (85 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(c) for both rectification and compensation.

(2) On an application under this section the Court may orde
r –
(a) rectification of the register;
(b) payment of compensation by the company or a director of
the company for any loss sustained; or
(c) rectification and payment of compensation.

(3) On an application under this section, the Court may dec
ide –
(a) any question relating to the entitlement of a person wh
o is a party to
the application to have his name entered in, or omitted from, the regist
er; and
(b) any question necessary or expedient to be decided for r
ectification of
the register.

96. Trusts not to be entered on register
No notice of any expressed, implied or constructive trust shall be enter
ed in the share
register or be receivable by the Registrar.
97. Share certificates
(1) Subject to subsection (2), a public company shall, within
28 days after the
issue, or registration of a transfer, of shares in the company, as the c
ase may be,
send a share certificate to every holder of those shares stating –
(a) the name of the company;
(b) the class of shares held by that person; and

(c) the number of shares held by that person.
(2) Subsection (1) shall not apply in relation to a company t
he shares of which
have been deposited under a system conducted by a central depository and

settlement company approved under the Securities (Central Depository, C
learing and
Settlement) Act 1996.
(3) A shareholder in a company, not being a company to which su
bsection (1) or
(2) applies, may apply to the company for a certificate relating to so
me or all of the
shareholder’s shares in the company.

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (86 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(4) On receipt of an application for a share certificate under
subsection (3), the
company shall, within 28 days after receiving the application –
(a) if the application relates to some but not all of the s
hares, separate
the shares shown in the register as owned by the applicant into separate

parcels, one parcel being the shares to which the share certificate rela
tes, and
the other parcel being any remaining shares; and
(b) send to the shareholder a certificate stating –
(i) the name of the company;
(ii) the class of shares held by the shareholders; and
(iii) the number of shares held by the shareholder to which
the
certificate relates.
(5) Notwithstanding section 87, where a share certificate has b
een issued, a
transfer of the shares to which it relates shall not be registered by th
e company
unless the instrument of transfer required by that section is accompanie
d –
(a) by the share certificate relating to the share; or
(b) by evidence as to its loss or destruction and, if requi
red, an
indemnity in a form required by the Board.
(6) Subject to subsection (1), where shares to which a share
certificate relates
are to be transferred, and the share certificate is sent to the company
for registration
of the transfer, the share certificate shall be cancelled and no further
share certificate
shall be issued except at the request of the transferee.

(7) This section shall not apply to an investment company eithe
r on issue of a
share certificate or on registration of a transfer of shares.

Added by [
Act No. 20 of 2002] 98. Loss or destruction of certificates (1) Subject to subsections (2) and (3), where a certificate
or other document of
title to a share or a debenture is lost or destroyed, the company shall
on application
being made by the owner and on payment of a fee specified in item I of t
he Third
Schedule issue a duplicate certificate or document to the owner.
(2) The application shall be accompanied by a written undertaki
ng that where the
certificate or document is found, or received by the owner, it shall be
returned to the
company.
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (87 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(3) Where the value of the shares or debentures represented by
the certificate or
document is greater than 10,000 rupees, the directors shall, before acce
pting an
application for the issue of a duplicate certificate or document, requir
e the applicant
to furnish such indemnity as the directors consider to be adequate again
st any loss
following on the production of the original certificate or document.

PART IX – SHAREHOLDERS AND THEIR RIGHTS AND OBLIGATIONS

Sub-Part A – Liability of shareholder

99. Meaning of “shareholder”

In this Part –

“shareholder” means –
(a) a person whose name is entered in the share register as the
holder for the
time being of one or more shares in the company;
(b) until the person’s name is entered in the share register, a
person named as a
shareholder in an application for the registration of a company at the t
ime of
incorporation of the company;
(c) until the person’s name is entered in the share register, a
person who is
entitled to have his name entered in the share register, under a registe
red
amalgamation proposal, as a shareholder in an amalgamated company.

100. Liability of shareholders
(1) Subject to the constitution of a company, a shareholder sha
ll not be liable for
an obligation of the company by reason only of being a shareholder.
(2) Subject to the constitution of a company, the liability of
a shareholder to the
company shall be limited to –
(a)
any amount unpaid on a share held by the shareholder;
(b)
any liability that arises pursuant to section 128(2)(c);
(c) any liability to repay a distribution received by the shareholder to the extent that the distribution is recoverable under sec
tion 66;
(d) any liability expressly provided for in the constitutio
n of the company;

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (88 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(e) any liability under section 101.
(3) Nothing in this section shall affect the liability of a sha
reholder to a company –
(a)
under a contract, including a contract for the issue of shares;
(b)
for any delict;
(c) for any breach of a fiduciary duty;
(d) for any other actionable wrong committed by the shareho
lder; or

(e) in the case of an unlimited company.

101. Liability for calls
(1) Subject to subsection (2), where a share renders its hold
er liable to calls, or
otherwise imposes a liability on its holder, that liability shall attach
to the holder of the
share for the time being, and not to a prior holder of the share, whethe
r or not the
liability became enforceable before the share was registered in the name
of the
current holder.

(2) Where –
(a) all or part of the consideration payable in respect of
the issue of a
share remains unsatisfied; and
(b) the person to whom the share was issued no longer holds
that share,
liability in respect of that unsatisfied consideration shall not attach
to subsequent
holders of the share, but shall remain the liability of the person to wh
om the share
was issued, or of any other person who assumed that liability at the tim
e of issue.
(3) Subject to the constitution of a company, the procedure-for
making calls in
respect of any money unpaid on shares and the procedure for forfeiture o
f shares in
the event of non-payment of calls shall be the procedure set out in the
Fourth
Schedule.

102. Shareholders not required to acquire shares by alteratio
n to constitution
Notwithstanding anything in the constitution of the company, a sharehold
er shall not be
bound by an alteration of the constitution of a company that –
(a) requires the shareholder to acquire or hold more shares in
the company than
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (89 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
the number held on the date the alteration is made; or

(b) increases the liability of the shareholder to the compa
ny,

unless the shareholder agrees in writing to be bound by the alteration.

Sub-Part B – Powers of shareholders

103. Exercise of powers reserved to shareholders
Subject to section 105, the powers reserved to the shareholders of a com
pany by this Act
or by the constitution of the company shall be exercised only –

(a) at a meeting of shareholders pursuant to section 115 or
116;

(b) by a resolution in lieu of a meeting pursuant to sectio
n 117;

(c) by a unanimous resolution; or

(d) by a unanimous shareholder agreement under section 272.

104. Exercise of powers by ordinary resolution
(1) Subject to this Act and the constitution of a company, a po
wer reserved to
shareholders may be exercised by an ordinary resolution.
(2) An ordinary resolution shall be a resolution that is approv
ed by a simple
majority of the votes of those shareholders entitled to vote and voting
on the matter
which is the subject of the resolution.

105. Powers exercised by special resolution
(1) Notwithstanding the constitution of a company, where the sh
areholders
exercise a power to –
(a) adopt a constitution or, if it has one, to alter or rev
oke the company’s
constitution;
(b) reduce the stated capital of the company under section 62;
(c) approve a major transaction;
(d) approve an amalgamation of the company under section 24
6;
(e) put the company into liquidation, the power shall be ex
ercised by
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (90 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
special resolution.
(2) A special resolution pursuant to subsection (1)(a) to (d)
may be rescinded only
by a special resolution.
(3) A special resolution pursuant to subsection (1)(e) shal
l not be rescinded in
any circumstances.
(4) At any meeting at which a special resolution is passed, a d
eclaration of the
Chairperson that the resolution is so passed, shall, unless a poll is de
manded, be
conclusive evidence of that fact without proof of the number or proporti
on of the votes
recorded in favour or against the resolution.

Amended by [
Act No. 20 of 2002]; [ Act No. 28 of 2004]

106. Unanimous resolution

Any power which the Act or the constitution of a company requires to be
exercised by an
ordinary resolution or a special resolution may be exercised by way of u
nanimous
resolution.

Amended by [
Act No. 20 of 2002]

107. Management review by shareholders
(1) Notwithstanding anything in this Act or the constitution of
a company, the
Chairperson of any meeting of shareholders shall give the shareholders a
reasonable
opportunity to discuss and comment on the management of the company.
(2) Notwithstanding anything in this Act or the constitution of
a company, a
meeting of shareholders may pass a resolution under this section which m
akes
recommendations to the Board on matters affecting the management of the
company.
(3) Unless carried as a special resolution or unless the consti
tution so provides,
any recommendation under subsection (2) shall not be binding on the Bo
ard.

Sub-Part C – Minority buy-out rights

108. Shareholder may require company to purchase shares

A shareholder may require a company to purchase his shares where –

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (91 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(a) a special resolution is passed under –
(i) section 105(1)(a) for the purposes of altering the
constitution of a
company with a view to imposing or removing a restriction on the busines
s or
activities of the company; or
(ii) section 105(l)(b) or (c); and
(b) the shareholder – (i) cast all the votes, attached to shares registered in hi
s name and for
which he is the beneficial owner, against the resolution; or
(ii) where the resolution to exercise the power was passed
under
section 117, did not sign the resolution.

109. Notice requiring purchase of shares
(1) A shareholder of a company who wishes the company to purcha
se his shares
under section 108 shall, within 14 days of –
(a) the passing of the resolution at a meeting of sharehold
ers; or
(b) where the resolution was passed under section 117, the
date on
which notice of the passing of the resolution is given to the
shareholder,
give a written notice to the company requiring the company to purchase t
hose
shares.
(2)
Upon receipt of a notice under subsection (1), the Board may –
(a)
arrange for the purchase of the shares by the company;
(b)
arrange for some other person to purchase the shares;
(c) apply to the Court for an order under section 112 or 1
13; or
(d) before the resolution is implemented, arrange for the
resolution to
be rescinded in accordance with section 105;
(3) The Board of directors shall, within 28 days of receipt of
a notice under
subsection (1), give written notice to the shareholder of its decision
under subsection
(2).
110.
Purchase of shares by company
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (92 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(1) Where the Board of directors agrees under section 109(2)(
a) to the purchase
of the shares by the company, it shall, within 7 days of issuing notice
under section
109(3) –
(a) state a fair and reasonable price for the shares to be
acquired; and
(b) give written notice of the price to the shareholder.
(2) A shareholder who considers that the price stated by the Bo
ard is not fair and
reasonable, shall forthwith, but at any rate, not later than 14 days of
receipt of notice
under subsection (1) give written notice of objection to the company.
(3) Where the shareholder does not raise an objection under sub
section (2), the
Company shall, on such date as the company and the shareholder agree or,
in the
absence of any agreement, as soon as practicable, purchase all the share
s at the
stated price.
(4) Where the shareholder gives notice of an objection unde
r subsection
(2), the company shall – (a) refer the question of what is a fair and reasonable pr
ice to
arbitration; and
(b) within 7 days, pay a provisional price in respect of e
ach share equal
to the price stated by the Board.
(5) At the time of payment of the provisional price under subse
ction (4), the
shareholder shall –
(a) deliver to the company an executed instrument of transf
er of the
shares together with any relevant share certificate; or
(b) otherwise take all steps required to transfer the share
s to the
company.

(6) Where the price determined –
(a) exceeds the provisional price, the company shall forthw
ith pay the
balance owing to the shareholder;
(b) is less than the provisional price paid, the company ma
y recover the
excess paid from the shareholder.
(7) A reference to arbitration under this section shall be deem
ed to be a
submission to arbitration for the purposes of the Code de Procédure C
ivile and the
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (93 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
arbitration shall be dealt with in accordance with the Code de Procéd
ure Civile.
(8) The arbitrator shall expeditiously determine a fair and rea
sonable price for the
shares on the day prior to the date on which the vote of the shareholder
s authorising
the action was taken or the date on which written consent of the shareho
lders without
a meeting was obtained excluding any appreciation or depreciation direct
ly or
indirectly induced by the action or its proposal, and that price shall b
e binding on the
company and the shareholder for all purposes.
(9) In the case of shares which are listed on a Stock Exchange
or traded on a
stock market, the arbitrator shall determine the price for the shares a
s being the
price at which such shares are traded on the Stock Exchange or stock mar
ket as at
the close of business on the day prior to the date on which the vote of
shareholders
authorizing the action was taken or the date on which written consent of
shareholders
without a meeting was obtained, excluding any appreciation or depreciati
on directly
or indirectly induced by the action or its proposal, and that value shal
l be binding on
the company and the shareholder for all purposes.
(10) The arbitrator may award interest on any balance payable or
in excess to be
repaid under subsection (6) at such rate as he thinks fit having regar
d to whether the
provisional price paid or the reference to arbitration, as the case may
be, was
reasonable.
(11) Where – (a)
the company fails to refer a question to arbitration in accordance with
subsection (4); or
(a)
(b)
the arbitrator to whom the matter is referred by the company is not
independent of the company, or is not suitably qualified to conduct the
arbitration,
the shareholder who has given a notice of objection under subsection (2
) may apply
to a Judge in Chambers to appoint an arbitrator, and the Judge may appoi
nt such
person as it thinks fit to act as arbitrator for the purposes of this se
ction.

(12) A purchase of shares by a company under this section –

(a) shall not be a distribution for the purposes of section
61;
(b) shall be deemed to be a distribution for the purposes o
f section 66(1)
and (3).

111. Purchase of shares by third party
(1) Section 110 shall apply to the purchase of shares by a pers
on with whom the
company has entered into an arrangement for purchase in accordance with
section
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (94 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
109(2)(b) subject to such modifications as may be necessary, and, in
particular, as if
references in that section to the Board and the company were references
to that
person.
(2) Every holder of shares that are to be purchased in accordan
ce with the
arrangement shall be indemnified by the company in respect of loss suffe
red by
reason of the failure by the person who has agreed to purchase the share
s to
purchase them at the price nominated or fixed by arbitration, as the cas
e may be.

112. Court may grant exemption
(1) A company to which a notice has been given under section 10
9 may apply to
the Court for an order exempting it from the obligation to purchase the,
shares to
which the notice relates, on the grounds that –
(a) the purchase would be disproportionately damaging to th
e company;
(b) the company cannot reasonably be required to finance th
e purchase;
or
(c) it would not be just and equitable to require the compa
ny to purchase
the shares.

(2) On an application under this section, the Court may mak
e an order exempting the company from the obligation to purchase the shares, and ma
y make
any other order it thinks fit, including an order –
(a) setting aside a resolution of the shareholders; (b) directing the company to take, or refrain from taking,
any
action specified in the order;
(c) requiring the company to pay compensation to the shareh
olders
affected; or
(d) that the company be put into liquidation.
(3) The Court shall not make an order under subsection (2) on
the grounds set
out in subsection (1)(a) or (b) unless it is satisfied that the co
mpany has made
reasonable efforts to arrange for another person to purchase the shares
in
accordance with section 109(2)(b).

113. Court may grant exemption where company insolvent
(1) The company shall apply to the Court for an Order exempting
it from the
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (95 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
obligation to purchase its shares, where –
(a) a notice is given to a company under section 109;
(b) the Board has resolved that the purchase by the company
of the
shares to which the notice relates would result in it failing to satisfy
the
solvency test; and
(c) the company has, following reasonable efforts to do so,
been unable
to arrange for the shares to be purchased by another person in accordanc
e
with section 109(2)(b).
(2) Where the Court is satisfied that the purchase of the share
s would result in
the company failing to satisfy the solvency test and the company has mad
e
reasonable efforts to arrange for the shares to he purchased by another
person in
accordance with section 109(2)(b), the Court may make –
(a) an order exempting the company from the obligation to p
urchase the
shares;
(b) an order suspending the obligation to purchase the shar
es; or
(c) such other order as it thinks fit, including any order
referred to in
section 112(2).
(3) For the purposes of this section, the stated capital of a c
ompany shall not be
taken into account in determining whether the company shall, after the p
urchase, fail
to satisfy the solvency test.
(4) Notwithstanding subsection (3), where the company has ent
ered into an
agreement with a shareholder under section 110(3), the stated capital
shall be taken
into account to the extent required by the agreement unless the sharehol
der’s prior
consent is obtained.
Sub-Part D – Variation of rights

114. Variation of rights
(1) Where the share capital of a company is divided into differ
ent classes of
shares, a company shall not take any action which varies the rights atta
ched to a
class of shares unless that variation is approved by a special resolutio
n, or by
consent in writing of the holders of 75 per cent of the shares of that c
lass.
(2) Where the variation of rights attached to a class of shares
is approved under
subsection (1) and the company becomes entitled to take the action con
cerned, the
holder of a share of that class, who did not consent to or cast any vote
s in favour of
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (96 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
the resolution for the variation, may apply to the Court for an order un
der section 178,
or may require the company to purchase those shares in accordance with s
ection
108.

(3) In this section –
“class” means a class of shares having attached to the shares the same r
ights,
privileges: limitations and conditions;
“variation” includes abrogation and the expression “varied” shall be con
strued
accordingly.

(4) A resolution which would have the effect of –
(a) diminishing the proportion of the total votes exercisab
le at a meeting
of shareholders of the company by the holders of the existing shares of
a class;
or
(b) reducing the proportion of the dividends or distributio
ns payable at
any time to the holders of the existing shares of a class,
shall be deemed to be a variation of the rights of the class.
(5) The company shall within one month from the date of the con
sent or
resolution referred to in subsection (1) file with the Registrar in a
form approved by
him the particulars of such consent or resolution.

Sub-Part E – Meetings of shareholders

115. Annual meeting of shareholders
(1) Subject to subsection (2), the Board of directors shall c
all an annual meeting
of shareholders to be held –
(a) not more than once in each year;
(b) not later than 6 months after the balance sheet date of
the company;
and
(c) not later than 15 months after the previous annual meet
ing.

(2) A company may not hold its first annual meeting in the
calendar year of its incorporation but shall hold that meeting within 18 months of its
incorporation.
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (97 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(3) The company shall hold the meeting on the date on which it
is called to be
held.
(4) The business to be transacted at an annual meeting shall, u
nless already
dealt with by the company, include –
(a)
the consideration and approval of the financial statements;
(b)
the receiving of any auditor’s report;
(c) the consideration of the annual report;
(d) the appointment of any directors whose appointment on a
n annual or
rotational basis is required by the constitution of the company; and
(e) the appointment of any auditor pursuant to section 200.

(5) Where the financial statements are not approved at the ann
ual meeting, they
shall be presented at a further special meeting called by the Board.

116. Special meeting of shareholders

A special meeting of shareholders entitled to vote on an issue –

(a) may be called at any time by –
(i) the Board of directors; or
(ii) a person who is authorized by the constitution to call
the meeting;
(b) shall be called by the Board on the written request of shar
eholders holding
shares carrying together not less than 5 per cent of the voting rights e
ntitled to be
exercised on the issue.

117. Resolution in lieu of meeting
(1) Subject to subsections (2) and (3), a resolution in wri
ting signed by not less
than –
(a) 75 per cent; or
(b) such other percentage as the constitution of the compan
y may
require for passing a special resolution,
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (98 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
whichever is the greater, of the shareholders who would be entitled to v
ote on that
resolution at a meeting of shareholders who together hold not less than
75 per cent
or, if a higher percentage is required by the constitution, that higher
percentage, of
the votes
entitled to be cast on that resolution, is as valid as if it had been pa
ssed at a meeting
of those shareholders.
(2) Where a resolution in writing – (a)
relates to a matter that is required by this Act or by
the constitution to he decided at a meeting of the shareholders of a
company; and
(b) is signed by the shareholders specified in subsection (
3),
it shall be deemed to be made in accordance with this Act or the constit
ution of the
Book company.
(3) For the purposes of subsection (2)(b), the shareholders
shall be the
shareholders referred to in subsection (1).
(4) For the purposes of subsection (2), any resolution may co
nsist of one or more
documents in similar form (including letters, facsimiles, electronic ma
il, or other
similar means of communication) each signed or assented to by or on beh
alf of one
or more of the shareholders specified in subsection (3).
(5) It shall not be necessary for a private company to hold an
annual meeting of
shareholders under section 115 where everything required to be done at t
hat
meeting, by resolution or otherwise, is done by resolution in accordance
with
subsections (2) and (3).
(6) Within 7 days of a resolution being passed under this secti
on, the company
shall send a copy of the resolution to every shareholder who did not sig
n the
resolution or on whose behalf the resolution was not signed.
(7) A resolution may be signed under subsection (1) or (2)
without any prior
notice being given to shareholders.
118.
Court may call meeting of shareholders

(1) Where the Court is satisfied that –
(a) it is impracticable to call or conduct a meeting of sha
reholders in the
manner prescribed by this Act or the constitution of the company; or

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (99 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(b) it is in the interests of a company that a meeting of s
hareholders be
held,
the Court may order a meeting of shareholders to be held or conducted in
such
manner as the Court directs.
(2) For the purposes of subsection (1), an application to the
Court may be made
by a director, a shareholder or a creditor of the company.
(3) The Court may make an order on such terms as it thinks fit
with regard to the
costs of conducting the meeting and security for the costs.
(4) Subject to subsection (3), the Court may in addition
give such directions as it thinks fit, including the direction that the heir of an
y deceased member
may exercise all or any of the powers that the deceased member could hav
e
exercised if he were present at the meeting.

119. Proceedings at meetings
The provisions specified in the Fifth Schedule shall govern the proceedi
ngs at meetings of
shareholders of a company except to the extent that the constitution of
the company makes
provision for the matters that are expressed in that Schedule to be subj
ect to the
constitution of the company.

Sub-Part F – Ascertaining shareholders

120. Shareholders entitled to receive distributions, attend meetings an
d
exercise rights
(1)
The shareholders who are entitled –
(a) to receive distributions;
(b) to exercise pre-emptive rights to acquire shares in acc
ordance with
section 55; or
(c) to exercise any other right or receive any other benefi
t under this Act
or the constitution,
shall be –
(i) where the Board fixes a date for that purpose, those sh
areholders
whose names are registered in the share register on that date; or
(ii) where the Board does not fix a date for that purpose,
those
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (100 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
shareholders whose names are registered in the share register on the day
on
which the Board passes the resolution concerned.
(2) Where a date is fixed under subsection (1), that date sha
ll not precede by
more than 28 days the date on which the proposed action is taken.
(3) The shareholders who are entitled to receive notice of a me
eting of
shareholders shall be –
(a) where the Board of directors fixes a date for the purpo
se, those
shareholders whose names are registered in the share register on that da
te;
(b) where the Board of directors does not fix a date for th
e purpose,
those shareholders whose names are registered in the share register at t
he
close of business on the day immediately preceding the day on which the
notice is given.
(4) where a date is fixed under subsection (3), that date sha
ll not precede by
more than 30 days or less than 15 days the date on which the meeting is
held.

PART X – DEBENTURES AND REGISTRATION OF CRARGES

121. Debenture holders’ representative
(1) Where a company issues or agrees to issue debentures of the
same class to
more than 25 persons, or to any one or more persons with a view to the d
ebentures
or any of them being offered for sale to more than 25 persons, the compa
ny shall
before issuing any of the debentures –
(a)
sign under its seal an agency deed; and
(b)
procure the signature to the deed by a person qualified to act as a
debenture holders’ representative.
(2) For the purposes of this section, debentures shall not be d
eemed to be of the
same class where –
(a) they do not rank equally for repayment when any securit
y created by
the debenture is enforced or the company is wound up; or
(b) different rights attach to them in respect of –
(i) the rate of, or dates for, payment of interest;

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (101 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(ii) the dates when, or the instalments by which, the princ
ipal of
the debentures shall be repaid, unless the difference is solely that the

class of debentures shall be repaid during a stated period of time and
particular debentures shall be selected by the company for repayment at
different dates during that period by drawings, ballot or otherwise;
(iii) any right to subscribe for or convert the debentures
into shares
or other debentures of the company or any other company or corporation;
or
(iv) the powers of the debenture holders to realise any sec
urity.

(3) For the purposes of this section –
(a)
the agency deed shall not cover more than one class of debentures;
(b) the provisions specified in the Sixth Schedule shall ap
ply to –
(i) the qualification, appointment and removal of a debentu
re
holders’ representative;
(ii) the naming of a successor to a debenture holders’
representative; (iii)
the matters to be set out in an agency deed;
(iii)
(iv)
the powers of the debenture holders’ representative;
(v)
the right of the debenture holders’ representative to obtain
information from the borrowing company;
(vi) meetings of debenture holders;
(vii) the duties of the debenture holders’ representative;
(viii)the repayment of loans or deposits where the purpose stated in a

prospectus issued in relation to debentures, is not achieved; or
(ix) the release of the debenture holders’ representative.

122. Special powers of Court
The Court may compel any person to take up and pay for any debenture whi
ch he has
contracted with the company to take up or pay for.

123. Perpetual debentures
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (102 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
Notwithstanding any other enactment, a condition contained in a debentur
e or in an agency
deed for securing a debenture, whether the debenture or agency deed is i
ssued or made
before or after the commencement of this Act, shall not be invalid by re
ason that the
debentures are thereby made irredeemable only on the happening of a cont
ingency,
however remote, or on the expiration of a period however long.

124. Register of debenture holders
(1) Every company which issues debentures shall at its register
ed office keep a
register of debenture holders which shall contain –
(a)
the names and addresses of the debenture holders;
(b)
the amount of debentures held by them.
(2) The register shall except when duly closed pursuant to subs
ection (3), be
open to the inspection of a debenture holder or a member.
(3) For the purposes of this section a register shall be deemed
to be duly closed
if closed in accordance with a provision contained in the articles, the
debenture, the
debenture stock certificate, the agency deed or any other document relat
ing to or
securing the debenture, during such period, not exceeding in the aggrega
te 30 days
in any year, as is specified in the document.
(4) (a) Every company shall, at the request of
a debenture holder
c)i, a member and on payment of the fee specified in item 2 of the Thir
d
Schedule for every page required to be copied, forward to him a copy of
the
register of debenture holders.
(b) The copy need not include any particulars as to a deben
ture holder
other than his name and address and the debenture held by him.

125. Reissue of redeemed debentures
(1) Where a company has, whether before or after the commenceme
nt of this
Act, redeemed a debenture, it shall subject to subsection (2) –
(a) unless any provision to the contrary, whether express o
r implied, is
contained in the constitution or in any contract entered into by the com
pany; or
(b) unless the company has, by passing a resolution to that
effect or by
some other act, manifested its intention that the debentures shall be ca
ncelled,

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (103 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
have and be deemed always to have had the power to reissue the debenture
s
by reissuing the same debentures or by issuing other debentures in their
place.
(2) The reissue of a debenture or the issue of one debenture in
place of another
under subsection (1), shall not be regarded as the issue of a new debe
nture for the
purpose of any provision in the constitution or in any contract entered
into by the
company limiting the amount or number of debentures that may be issued b
y the
company.
(3) After the reissue the person entitled to the debentures sha
ll have and shall be
deemed always to have had the same priorities as if the debentures had n
ever been
redeemed.
(4) Where, whether before or after the commencement of this Act
, a company
has given a debenture to secure advances on current account or otherwise
, the
debenture shall not be deemed to have been redeemed by reason that the a
ccount
of the company with the debenture holder has ceased to be in debit while
the
debenture remains unsatisfied.

126. Inscription of mortgages

(1) Where a company has decided to issue debentures and to
secure their payment by a mortgage or floating charge, the inscription of such mortga
ge or
floating charge shall be valid where the first and last serial numbers o
f the said
debentures are mentioned.
(2) Subject to section 121 and to the Sixth Schedule, the appoi
ntment of a
debenture holders’ representative, with power to require the inscription
of a mortgage
with an election of domicile and renewal or erasure of such inscription,
and generally
to take all measures for the protection of the rights of the debenture h
olders, shall be
made in such manner as the company may at the time of the issuing of the
said
debentures determine.
127. Filing of particulars of charges
(1) Every company shall, within 28 days of the creation by the
company of any
charge or of making any issue of debentures charged on or affecting any
property of
the company, file with the Registrar, a statement of the particulars spe
cified in
subsection (3) or (4) in a form approved by the Registrar.

(2) Where –
(a) a company acquires any property which is subject to a c
harge
referred to in subsection (1), particulars of which would, if it had b
een created
by the company after the acquisition of the property, have been required
to be
filed;
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (104 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(b) a registered foreign company has, before registration,
created a
charge subject to subsection (1), particulars of which would if it had
been
created by the company while it was registered, have been required to be
filed;
or
(c) a registered foreign company has before registration ac
quired any
property which is subject to a charge subject to subsection (1) partic
ulars of
which would, if it had been created by the company after the acquisition
and
while it was registered, have been required to be filed,
the company shall, within 28 days after the date on which the acquisitio
n is
completed or the date of the registration of the company in Mauritius, a
s the case
may be, cause to be filed with the Registrar a statement of the particul
ars specified in
the form prescribed in regulations made under this Act.
(3) Subject to subsection (4), the particulars required to be
given in the
statement are –
(a) if the charge is a charge created by the company, the d
ate of its
creation, and if the charge was a charge existing on any property acquir
ed by
the company, the date of the acquisition of the property;
(b) the amount secured by the charge;
(c) a description sufficient to identify the property chart
ed; (d) the
name of the person entitled to the charge; and
any prohibition or restriction contained in the instrument creating the
charge, or
in any agency deed, on the power of the company to create any other char
ge
or issue debentures ranking in priority to or equally with the charge or

debentures in respect of which the application is made.
(4) For the avoidance of doubt, a copy of the charge created by
the company
need not be filed with the Registrar under this section.
PART XI – DIRECTORS AND THEIR POWERS AND DUTIES

Sub-Part A – Directors and Board of directors

128. Meaning of “Board” and “directors”
(1) For the purposes of this Act, “directors” –

(a)
includes a person occupying the position of director of the company by
whatever name called; and
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (105 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(b)
includes an alternate director; but

(c) does not include a receivers.

(2) For the purposes of sections 143 to 157 and 160 to 162,
“directors” includes –
(a) a person in accordance with whose directions or instruc
tions a
person referred to in subsection (1) may be required or is accustomed
to act;
(b) a person in accordance with whose directions or instruc
tions the
Board of the company may be required or is accustomed to act;
(c) a person who exercises or who is entitled to exercise o
r who controls
or who is entitled to control the exercise of powers which, apart from t
he
constitution of the company, would fall to be exercised by the Board; an
d
(d) a person to whom a power or duty of the Board has been
directly
delegated by the Board with that person’s consent or acquiescence, or wh
o
exercises the power or duty with the consent or acquiescence of the Boar
d.
(3) for the purposes of sections 143 to 157, a director include
s a person in
accordance with whose directions or instructions a person referred to in
subsections
(1) and (2) may be required or is accustomed to act in respect of hi
s duties and
powers as a director.
(4) Where the constitution of a company confers a power on shar
eholders which
is exercisable by the Board, any shareholder who exercises that power or
who takes
part in deciding whether to exercise that power shall be deemed, in rela
tion to the
exercise of the power or any consideration concerning its exercise, to b
e a director
for the purposes of sections 143, 160 and 162.
(5) Where the constitution of a company requires a director or
the Board to
exercise or refrain from exercising a power in accordance with a decisio
n or direction
of shareholders, any shareholder who takes part in –
(a) the making of any decision that the power should or sho
uld not
be exercised; or
(b) the making of any decision whether to give a direction
,
as the case may be, shall be deemed, in relation to the making any such
decision, to
be a director for the purposes of sections 143 to 146.
(6) Subsection (2) shall not include a person to the extent t
hat the person acts
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (106 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
only in a professional capacity.
(7) In this Act, “Board” or “Board of directors”, in relation t
o a company, means –
(a) the directors of the company where the number is not le
ss than the
required quorum acting together as a Board of directors; or
(b) where the company has only one director, that director
.

Sub-Part B – Powers of management

129. Management of company
(1) The business and affairs of a company shall be managed by,
or under the
direction or supervision of, the Board.
(2) The Board shall have all the powers necessary for managing,
and for
directing and supervising the management of, the business and affairs of
the
company.
(3) Subsections (1) and (2) shall be subject to any modific
ations, adaptations,
exceptions, or limitations contained in this Act or in the company’s con
stitution.

130. Major transactions
(1) A company shall not enter into a major transaction unless t
he transaction is –
(a) approved by special resolution; or
(b) contingent on approval by special resolution.
(2) In this section –
“assets” includes property of any kind, whether tangible or intangible;

“major transaction”, in relation to a company, means –
(a) the acquisition of, or an agreement to acquire, whether
contingent or
not, assets the value of which is more than 75 per cent of the value of
the
company’s assets before the acquisition;
(b) the disposition of, or an agreement to dispose of, whet
her contingent or not, assets of the company the value of which is more than
75
per cent of the value of the company’s assets before the disposition; or

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (107 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(c) a transaction that has or is likely to have the effect
of the company
acquiring rights or interests or incurring obligations or liabilities th
e value of
which is more than 75 per cent of the value of the company’s assets befo
re the
transaction;
(3) A company shall not enter into a transaction of the kind re
ferred to in
subsection (1) which involves the acquisition or disposition or the ac
quiring of rights,
interests or incurring obligations of, in any case, more than half the v
alue of the
company’s assets unless the transaction is –
(a) approved by ordinary resolution; or
(b) contingent on approval by ordinary resolution,
and the description of a major transaction in subsection (2)(a)(b)
and (c) shall, in all
respects, apply when determining the nature of such transaction except t
hat “half of
the value” shall be applied instead of “75 per cent of the value”.
(4) The provisions of subsection (5) shall apply to a transac
tion under subsection
(3) in the same manner as they apply to a major transaction except tha
t “75 per cent
of the value “shall be applied instead of “half of the value”.
(5) Nothing in paragraph (c) of the definition of “major tran
saction” in subsection
(2) shall apply by reason only of the company giving, or entering into
an agreement
to give, a charge secured over assets of the company, the value of which
is more
than 75 per cent of the value of the company’s assets for the purpose of
securing the
repayment of money or the performance of an obligation.
(6) This section shall not apply to a major transaction or a tr
ansaction under
subsection (3) entered into by a receiver appointed pursuant to an ins
trument
creating a charge over all or substantially all of the property of a com
pany.
(7) No lender or other person dealing with a company shall be c
oncerned to see
or inquire whether the conditions of this section have been fulfilled an
d no debt
incurred or contract entered into with the company by a person dealing w
ith it shall
be invalid or ineffectual, except in the case of actual notice to that p
erson, at the time
when the debt was incurred or the contract was entered into, that the co
mpany was
acting in breach of this section.

(8) This section shall not apply to an investment company inclu
ding an
authorised mutual fund.

Added by [
Act No. 20 of 2002]

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (108 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
131. Delegation of powers
(1) Subject to any restriction in the constitution of the compa
ny, the Board of a
company may delegate to a committee of directors, a director or employee
of the
company, or any other person, any one or more of its powers other than i
ts powers
under any section specified in the Seventh Schedule.
(2) A Board that delegates a power under subsection (1) s
hall be responsible for the exercise of the power by the delegate as if the powe
r had been
exercised by the Board, unless the Board –
(a) believed on reasonable grounds at all times before the
exercise of
the power that the delegate would exercise the power in conformity with
the
duties imposed on directors of the company by this Act and the company’s

constitution; and
(b) has monitored, by means of reasonable methods properly
used, the
exercise of the power by the delegate.

Sub-Part C – Appointment and removal of directors

132. Number of directors
A company shall have at least one director who shall be ordinarily resid
ent in Mauritius.

133. Qualifications of directors

(1) A company shall appoint a natural person as director.
(2) No person shall be appointed, or hold office, as a director
of a company if he
is a person who –
(a) is under 18 years of age;
(b) subject to section 138(4) to (7), is, in the case o
f a public company,
over 70 years of age;
(c) is an undischarged bankrupt;
(d) would, but for the repeal of section 117 of the Compani
es Act 1984, be prohibited from being a director or promoter of, or being conce
rned or
taking part in the management of, a company within the meaning of that A
ct;
(e) is prohibited from being a director or promoter of or b
eing concerned
or taking part in the management of a company under sections 337 or 338;

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (109 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001

(f)
is not a natural person;
(g) has been adjudged to be of unsound mind;

(2) by virtue of the constitution of a company, does not co
mply with any qualifications for directors; or
(3) A person who is disqualified from being a director but who
acts as a director
shall be deemed to be a director for the purposes of a provision of this
Act that
imposes a duty or an obligation on a director of a company.
134. Director’s comment required
A person shall not be appointed a director of a company unless that pers
on has consented
in writing to be a director and certified that he is not disqualified fr
om being appointed or
holding office as a director of a company.

135. Appointment of first and subsequent directors
(1) A person named as a director in an application for registra
tion or in an
amalgamation proposal shall hold office as a director from the date of r
egistration or
the date the amalgamation proposal is effective as the case may be, unti
l that person
ceases to hold office as a director in accordance with this Act;
(2) All subsequent directors of a company shall, unless the con
stitution of the
company otherwise provides, be appointed by ordinary resolution.
136.
Court may appoint directors

(1) Where –
(a) there are no directors of a company, or the number of d
irectors is
less than the quorum required for a meeting of the Board; and
(b) it is not possible or practicable to appoint directors
in accordance
with the company constitution or under section 140(3),
a shareholder or creditor of the company may apply to the Court to appoi
nt one or
more persons as directors of the company, and the Court may make an appo
intment
if it considers that it is in the interests of the company to do so.
(2) An appointment shall be made on such terms and conditions a
s the Court
thinks fit.

137. Appointment of directors to be voted on individually
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (110 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(1) Subject to the constitution of the company, the shareholder
s of a company
shall not vote on a resolution to appoint a director of the company unle
ss –
(a) the resolution is in respect of the appointment of one
director; or
(b) where the resolution is a single resolution for the app
ointment of 2 or
more persons as directory, of the company, a separate resolution that it
be so
voted on his first passed without a vote being cast against it.
(2) A resolution in contravention of subsection (1) shall be
void even though no
objection was taken at the time it was passed.

(3) Subsection (2) shall not limit the operation of secti
on 141. (4) No provision for the automatic reappointment of retirin
g directors in default of another appointment shall apply on the passing of a resolu
tion in
contravention of subsection (1).
(5) Nothing in this section shall prevent the election of 2 or
more directors by
ballot or poll.

138. Removal of directors
(1) Notwithstanding anything in its constitution or in any agre
ement between it
and a director, a director of a public company may be removed from offic
e by an
ordinary resolution passed at a meeting called for the purpose that incl
ude the
removal of a director.
(2) Subject to the constitution of a company, a director of a p
rivate company may
be removed from office by special resolution passed at a meeting called
for the
purpose that include the removal of the director.
(3) The notice of meeting shall state that the purpose of the m
eeting is the
removal of the director.
(4) The office of director of a public company or of a subsidiary of
a public company shall become vacant at the conclusion of the annual meeti
ng
commencing next after the director attains the age of 70 years.
(5) Where the office of director has become vacant under subsec
tion (4), no
provision for the automatic reappointment of retiring directors in defau
lt of another
appointment shall apply to that director.
(6) Notwithstanding anything in this section, a person of or ov
er the age of 70
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (111 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
years may, by an ordinary resolution of which no shorter notice is given
than that
required to be given for the holding of a meeting of shareholders, be ap
pointed or re-
appointed as a director of that company to hold office until the next an
nual meeting of
the company or be authorized to continue to hold office as a director un
til the next
annual meeting of the company.
(7) Nothing in this section shall limit or affect the operation
of any provision in the
constitution of a company preventing any person from being appointed a d
irector or
requiring any director to vacate his office at any age below 70 years.
(8) The provisions of the constitution of a, company relating t
o the rotation and
retirement of directors shall not apply to a director who is appointed o
r re-appointed
pursuant to subsections (5) to (7) but such provisions of the consti
tution shall
continue to apply to all other directors of the company.

139. Director ceasing to hold office

(1) The office of director of a company shall be vacated if the
person holding that
office –
(a) resigns in accordance with subsection (2); (b) is removed from office in accordance with this Act or t
he
constitution of the company; (c)
becomes disqualified from being a director pursuant to section 133;
(d)
becomes disqualified from being a director pursuant to subsection (4);

(e) dies; or
(f) otherwise vacates office in accordance with the constit
ution of the
company.
(2) A director of a company may resign office by signing a writ
ten notice of
resignation and delivering it to the address for service of the company.

(3) A notice under subsection (2) shall be effective when it
is received at that
address or at a later time specified in the notice.
(4) Notwithstanding the, vacation of office, a person who held
office as a director
shall remain liable under the provisions of this Act that imposes liabil
ities on directors
in relation to acts and omissions and decisions made while that person w
as a
director.

140. Resignation or death of last remaining director
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (112 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(1) Where a company has only one director, that director shall
not resign office
until that director has called a meeting of shareholders to receive noti
ce of the
resignation, and to appoint one or more new directors.
(2) A notice of resignation given by the sole director of a com
pany shall not take
effect, notwithstanding its terms, until the date of the meeting of shar
eholder, called
in accordance with subsection (1)
(3) Every company which for a continuous period of 6 months has
been a one
person company shall, if it has not already made the nomination at the t
ime of
incorporation, file with the Registrar a notice nominating a to be the s
ecretary of the
company in the event of the death of the sole shareholder and director.
(4) A notice under subsection (3) shall state the full name,
residential address
and occupation of the person nominated and shall be accompanied by the c
onsent to
act in writing signed by that person.
(5) The person nominated by a one person company pursuant to su
bsection (3)
shall assume office as secretary of the company upon the death of the so
le
shareholder and director with the responsibility of calling as soon as p
racticable a
meeting of the heirs or other personal representative of the deceased fo
r the purpose
of appointing a new director or directors.
(6) The secretary shall resign from office at the meeting r
eferred to in subsection (5) and during the interim period until the meeting is call
ed, shall attend to
the filing of any returns that may be required from the company.
(7) The secretary shall be entitled to be indemnified by the co
mpany in relation to
any reasonable costs and expenses of acting together with the payment of
such fee
as shall be agreed in writing with the company at the time of appointmen
t or at any
subsequent time.
(8) Where a person who is the only director aid shareholder of
a private company
dies, the heirs, or where lie leaves no heir, the Curator of Vacant Esta
tes, subject to
the Curatelle Act, may appoint a director.
(9) Where the heirs fail to appoint a director within 3 months
of the death of the
last director, the Registrar may apply to the Court for the appointment
of a fit and
proper person to art as director, until the appointment of a director by
the heirs.
(10) Where a person who is the only director and shareholder of a
private
company is unable to manage the affair of the company by reason of his m
ental
incapacity, the guardian appointed under the Code Civil Mauricien may ac
t as
director or appoint a person as director.
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (113 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001

141. Validity of director’s acts

The acts of a director shall be valid even though –
(a)
the director’s appointment was effective; or
(b)
the director is not qualified for appointment.

142. Notice of change of directors and secretaries
(1) The Board shall deliver or cause to be delivered to the Reg
istrar for
registration notice in an approved form of –

(a) any change in the directors or the secretary of a compa
ny or person
nominated pursuant to section 140 (3); or
(b) any change in the name or the residential address or ot
her
particulars of a director or secretary of a company or person nominated
pursuant to section 140(3).

(2) A notice under subsection (1) shall –
(a) specify the date of the change;
(b) include, the full name and residential address of every
person who is
a director or secretary of the company or person nominated under section
140
(3) from the date of the notice;
(c) in the case of the appointment of a new director or sec
retary, or
person nominated under section 140(3), be accompanied by the form of
consent and certificate required pursuant to section 134; and
(d) be delivered to the Registrar within 28 days of –
(i) in the case of an appointment or resignation of a direc
tor or
secretary, the date on which the change occurs;
(ii) in the case of the death of a director or secretary or
a change
in the name or residential address of a director or secretary, so of the

date on which the company becomes aware of the change.
(3) Where the Board fails to comply with this section, every di
rector and any
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (114 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
secretary of the company shall commit an offence and shall, on convictio
n, be liable
to a fine not exceeding 200,000 rupees.

Amended by [
Act No. 20 of 2002]

Sub-Part D – Duties of directors
143.
Duty of directors to act, in good faith and in best interests of company

(1) Subject to this section, the director of a company shal
l –
(a) exercise their powers in accordance with this Act and w
ith the limits and subject to the conditions and restrictions established by the

company’s constitution;
(b) obtain the authorization of a meeting of shareholders b
efore doing
any act or entering into any transaction for which the authorization or
consent
of a meeting of shareholders is required by this Act or by the company’s

constitution;
(c) exercise their powers honestly in good faith in the bes
t interests of
the company and for the respective purposes6for which such powers are
explicitly or impliedly conferred;
(d) exercise the degree of care, diligence and skill requir
ed by section
160;
(e) not agree to the company incurring any obligation unles
s the director
believes at that time, on reasonable grounds that the company shall be a
ble to
perform the obligation when it is required to do so;
(f) account to the company for any monetary gain, or the va
lue of any
other gain or advantage, obtained by them in connection with the exercis
e of
their powers, or by reason of their position as directors of the company
, except
remuneration, pensions provisions and compensation for loss of office in

respect of their directorships of any company which are dealt with in
accordance with section 159;
(g) not make use of or disclose any confidential informatio
n received by them on behalf of the company as directors otherwise than as

permitted and in accordance with section 153;
(h) not compete with the company or become a director or of
ficer of a
competing company, unless it is approved by the company under section 14
6;

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (115 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(i) where directors are interested in a transaction to whic
h the company
is a party, disclose such interest pursuant to sections 147 and 148;
(j) not use any assets of the company for any illegal purpo
se or purpose
in breach of paragraphs (a) and (c), and not do, or knowingly allow
to be done,
anything by which the company’s assets may be damaged or lost, otherwise

than in the ordinary course of carrying or its business;
(k) transfer forthwith to the company all cash or assets ac
quired on its
behalf, whether before or after its incorporation, or as the result of e
mploying its
cash or assets, and until such transfer is effected to hold such cash or
assets
on behalf of the company and to use it only for the purposes of the comp
any;
(l) attend meetings of the directors of the company with re
asonable
regularity, unless prevented from so doing by illness or other reasonabl
e
excuse; and
(m) keep proper accounting records in accordance with secti
ons 193
and 194 and make such records available for inspection in accordance wit
h
sections 125 and 226.
(2) A director of a company that is a wholly-owned subsidiary m
ay, when
exercising powers or performing duties as a director, if expressly permi
tted to do so
by the constitution of the company, act in a manner which he believes is
in the best
interests of that company’s holding company even though it may not be in
the best
interests of the company.
(3) A director of a company that is a subsidiary, other than a
wholly-owned
subsidiary, may, when exercising powers or performing duties as a direct
or, if
expressly permitted to do so by the constitution of the company and with
the prior
agreement of the shareholders (other than its holding company), act in
a manner
which he believes is in the best interests of that company’s holding com
pany even
though it may not be in the best interests of the company.
(4) A director of a company incorporated to carry out a joint v
enture between the
shareholders may, when exercising powers or performing duties as a direc
tor in
connection with the carrying out of the joint venture, if expressly perm
itted to do so by
the constitution of the company, act in a manner which he believes is in
the best
interests of a shareholder or Shareholders, even though it may not be in
the best
interests of the company. (5) (a) Subject to paragraph (b), the duties
imposed by this
section shall be owed to the company, and not to the shareholders, deben
ture
holders or creditors of the company.

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (116 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(b) Without prejudice to any other action with regard to th
e same matter
that is lawfully available, including an action under section 170, any m
ember or
debenture holder, as the case may be, may apply to the Court for –
(i) a declaration that an act of transaction, or proposed a
ct or
transaction, by the directors or any director or former director constit
utes
a breach of any of their duties under this Act;
(ii) an injunction to restrain the directors or any directo
r or former
director from doing any proposed act or transaction in breach of their
duties under this Act.

144. Exercise of powers in relation to employees

(1) Section 143 shall not limit the power of a director
to make provision for
the benefit of employees of the company in connection with –
(a)
the company ceasing to carry on the whole or part of its
business; or (b) the setting up of an
employees’ share scheme.
(1A) For the purposes of subsection (1)(b), an employee
s’ share scheme shall be
set up in such manner as may be prescribed.

(1B) A copy of the employees’ share scheme
shall be filed with the Registrar
within 28
days of its approval by the board of directors.

(2) In subsection (1) –
“employees” includes former employees and the dependents of employees or
former
employees but does not include an employee or former employee who is or
was a
director of the company;
“company” includes a subsidiary of a company.

Amended by [
Act No. 28 of 2004]

145. Use of information and advice
(1) Subject to subsection (2), a director of a company, when
exercising powers
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (117 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
or performing duties as a director, may rely on reports, statements, and
financial data
and other information prepared or supplied, and on professional or exper
t advice
given, by any –
(a) employee of the company whom the director believes on r
easonable
grounds to be reliable and competent in relation to the matters concerne
d;
(b) professional adviser or expert In relation to matters w
hich the
director believes on reasonable grounds to be within the person’s profes
sional
or expert competence;
(c) other director or committee of directors upon which the
director did not serve in relation to matters within the director’s or c
ommittee’s
designated authority
(2)
Subsection (1) shall apply to a director only where the director –

(a) acts in good faith;
(b) makes proper inquiry where the need for inquiry is indi
cated by the
circumstances; and
(c) has no knowledge that such reliance is unwarranted.

146. Approval of company
(1) The approval of the company for the purposes of section 143
(l)(h) and of
section 153(l)(d) shall require that after full disclosure of all ma
terial facts, including
the nature and extent of any interest of the director, the transaction h
as been
specifically authorised by either –
(a) a form of resolution which has been circulated to all t
he members
and is signed by three-fourths of all members entitled to attend and vot
e at a
meeting of shareholders; or
(b) an ordinary resolution of the company passed at a meeti
ng of
shareholders at which neither the director concerned nor the holder of a
ny
share in which he is beneficially interested, either directly or indirec
tly, has
voted as member on such resolution, or where such person has voted, such

vote or votes are not counted.
(2) Subject to subsection (3) the approval of the company in
accordance with
subsection (1) may be given either before or after the occurrence of t
he transaction
to which it relates.
(3) A resolution approving a transaction or transactions or ser
ies of related
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (118 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
transactions which has already taken place shall not be effective for pu
rposes of
subsection (1) unless it was signed or passed not later than 15 months
after the date
when the transaction or the first of the series of transactions took pla
ce.

Sub-Part E – Transactions involving self-interest

147. Meaning of “interested”
(1) Subject to subsection (2), a director of a company shall
be interested in a
transaction to which the company is a party where the director –
(a) is a party to, or shall or may derive a material financ
ial benefit from
the transaction;
(b) has a material financial interest in or with another pa
rty to the
transaction;
(c) is a director, officer, or trustee of another party to,
or person who
shall or may derive a material financial benefit from, the transaction,
Pot being
a party or person that is –
(i) the company’s holding company being a holding company o
f
which the company is a wholly-owned subsidiary;
(ii) a wholly-owned subsidiary of the company; or
(iii) a wholly-owned subsidiary of a holding company of whi
ch the
company is also a wholly-owned subsidiary;
(d) is the parent, child or spouse of another party to, or
person who
shall or may derive a material financial benefit from, the transaction;
or
(e) is otherwise directly or indirectly materially interest
ed in the
transaction.
(2) A director of a company shall not be deemed to be intereste
d in a transaction
to which the company is a party if the transaction comprises only the gi
ving by the
company of security to a third party and at the request of that third pa
rty which has
no connection with the director and in respect of a debt or obligation o
f the company
for which the director or another person has personally assumed responsi
bility in
whole or in part under a guarantee, indemnity, or by the deposit of a se
curity.

148. Disclosure of interest

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (119 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(1) A director of a company shall, forthwith after becoming awa
re of the fact that
he is interested in a transaction or proposed transaction with the compa
ny, cause to
be entered in the interests register where it has one, and, where the co
mpany has
mote than one director, disclose to the Board of the company –
(a) where the monetary value of the director’s interest is
able to be
quantified, the nature and monetary value of that interest; or
(b) where the monetary value of the director’s interest can
not be quantified, the nature and extent of that interest.
(2) A director of a company shall not be required to comply wit
h subsection (1)
where –
(a) the transaction or proposed transaction is between the
director and
the company; and
(b) the transaction or proposed transaction is or is to be
entered into in
the ordinary course of the company’s business and on usual terms and
conditions.
(3) For the purposes of subsection (1), a general notice ente
red in the interests
register or disclosed to the Board to the effect that a director is a sh
areholder,
director, officer or trustee of another named company or other person an
d is to be
regarded as interested in any transaction which may, after the date of t
he entry or
disclosure, be entered into with that company or person, is a sufficient
disclosure of
interest in relation to that transaction.
(4) A failure by a director to comply with subsection (1) sha
ll not affect the validity
of a transaction entered into by the company or the director.

149. Avoidance of transactions
(1) A transaction entered into by the company in which a direct
or of the company
is interested may be avoided by the company at any time before the expir
ation of 6
months after the transaction is disclosed to all the shareholders whethe
r by means of
the company’s annual report or otherwise.
(2) A transaction shall not be avoided where the company receiv
es fair value
under it.
(3) For the purposes of subsection (2), the question as to wh
ether a company
receives a fair value under a transaction shall be determined on the bas
is of the
information known to the company and to the interested director at the t
ime the
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (120 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
transaction is entered into.
(4) Where a transaction is entered into by the company in the o
rdinary course of
its business and on usual terms and conditions, the company shall be pre
sumed to
have received a fair value under the transaction.

(5) For the purposes of this section –
(a) a person seeking to uphold a transaction and who knew o
r ought to
have known of the director’s interest at the time the transaction was en
tered
into shall have the onus of establishing a fair value; and
(b) in any other case, the company shall have the onus of e
stablishing
that it did not receive a fair value.
(6) A transaction in which a director is interested shall only
be avoided on the
ground of the director’s interest in accordance with this section or the
company’s
constitution.

150. Effect on third parties
The avoidance of a transaction under section 149 shall not affect the ti
tle or interest of a
person in or to property which that person has acquired where the proper
ty was acquired –
(a)
from a person other than the company;

(b) for valuable consideration; and
(c) without knowledge of the circumstances of the transaction u
nder which the
person referred to in paragraph (a) acquired the property from the com
pany.
151. Application of sections 149 and 150 in certain cases

Sections 149 and 150 shall not apply in relation to –

(a) remuneration or any other benefit given to a director in ac
cordance with
section 159; or
(b) an indemnity given or insurance provided in accordance with
section 161.

152. Interested director may vote
(1) Subject to subsection (2) and to the constitution of the
company, a director of
a company who is interested in a transaction entered into, or to be ente
red into, by
the company, may –
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (121 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(a) in the case of a public company, not vote on any matter
relating to
the transaction, and if he does vote, his vote shall not be counted;
(b) in the case of a private company, vote on any matter re
lating to the
transaction provided he discloses his interest under section 148;
(c) attend a meeting of directors at which a matter relatin
g to the
transaction arises and be included among the directors present at the me
eting
for the purpose of a quorum;
(d) sign a document relating to the transaction on behalf o
f the
company; and
(e) do any other thing in his capacity as a director in rel
ation to the
transaction,
as if the director were not interested in the transaction.
(3)
This section shall not apply to a transaction to which section 146 appli
es.

153. Use of company information
(1) A director of a company who has information in his capacity
as a director or
employee of the company, being information that would not otherwise be a
vailable to
him, shall not disclose that information to any person, or make use of o
r act on the
information, except –
(a)
for the purposes of the company;

(b) as required by law;
(c) in accordance with subsection (2); or
(d) in any other circumstances authorized by the constituti
on, or
approved by the company under section 146.
(2) A director of a company may, if authorized by the Board und
er subsection
(3), make use of, or act on information or disclose information to –
(a) a person whose interests the director represents; or
(b) a person in accordance with whose directions or instruc
tions the
director may be required or is accustomed to act in relation to the dire
ctor’s
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (122 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
powers and duties,
subject to the director entering the particulars of the authorization an
d the name of
the person to whom it is disclosed in the interests register where it ha
s one.
(3) The Board may authorize a director to disclose, make use of
, or act on
information where it is satisfied that to do so is not likely to prejudi
ce the company.
(4) Any monetary gain made by a director from the use of inform
ation which a
director has in his capacity as a director shall be accounted for to the
company.

154. Meaning of “relevant interest”
(1) For the purposes of section 155, a director of a company ha
s a relevant
interest in a share issued by a company (whether or not the director is
registered in
the share register as (be holder of it) if the director –
(a) is a beneficial owner of the share;
(b) has the power to exercise any right to vote attached
to the share;
(c) has the power to control the exercise of any right to v
ote attached to
the share;
(d) has the power to acquire or dispose of the share;
(e) has the power to control the acquisitions or dispositio
n of the share
by another person; or
(f) under, or by virtue of, any trust, agreement, arrangeme
nt or
understanding relating to the share (whether or hot that person is a pa
rty to it –
(i) may at any time have the power to exercise any right to
vote
attached to the share;
(ii) may at any time have the power to control the exercise
of any
right to vote attached to the share;
(iii) may at any time have the power to acquire or dispose
of the
share; or
(iv) may at any time have the power to control the acquisit
ion or
disposition of that share by another person.

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (123 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(2) Where a person would (if that person were a director of th
e company have a
relevant interest in a share by virtue of subsection (1) and -(a) that person or its directors are accustomed or under an
obligation,
whether legally enforceable or not, to act in accordance with the direct
ions,
instructions, or wishes of a director of the company in relation to –
(i) the exercise of the right to vote attached to the share
;
(ii) the control of the exercise of any right to vote attac
hed to the
share;
(iii) the acquisition or disposition of the share; or
(iv) the exercise of the power to control the acquisition o
r
disposition of the share by another person;
(b) a director of the company has the power to exercise the
right to vote
attached to 20 percent or more of the shares of that person;
(c) a director of the company has the power to control the
exercise of
the right to vote attached to 20 percent or more of the, shares of that
person;
(d) a director of the company has the power to acquire or d
ispose of 20
percent or more of the shares of that person; or
(e) a director of the company has the power to control the
acquisition or
disposition of 20 percent or more of the shares of that person,
that director has a relevant interest in the share.
(3) A person who has, or may have, a power referred to in any o
f the paragraphs
(b) to (f) of subsection (1), has a relevant interest in a share r
egardless of whether
the power –
(a)
is expressed or implied;

(b) is direct or indirect;
(c) is legally enforceable or not;
(d) is related to a particular share or not;
(e) is subject to restraint or restriction or is capable of
being made
subject to restraint or restriction;
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (124 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(f) is exercisable presently or in the future;
(g)
is exercisable on the fulfillment of a condition;
(h)
is exercisable alone or jointly with another person or persons
(4) A power referred to in subsection (1) exercisable jointly
with another person
or persons is deemed to be exercisable by either or any of those persons
.
(4)
A reference to a power includes a reference to a power that arises from
or is
capable of being exercised as the result of, a breach Of any, trust, agr
eement,
arrangement, or understanding, or any of them, whether or not it is lega
lly
enforceable.

155. Relevant interests to be disregarded in certain cases
(1) For the purposes of section 156, no account shall be taken
of a relevant
interest of a person in a share if –
(a) the ordinary business of the person who has the relevan
t interest
consists of, or includes the lending of money or the provision of financ
ial
services, or both, and that person has the relevant interest only as sec
urity
given for the purposes of a transaction entered into in the ordinary cou
rse of
the business of that person;
(b) that person has the relevant interest by reason only of
acting for
another person to acquire or dispose of that share on behalf of the othe
r
person in the ordinary course of business of a stockbroker and that pers
on is a
member of a stock exchange;
(c) that person has the relevant interest solely by reason
of being
appointed as a proxy to vote at a particular meeting of members, or of a
class
of members, of the company and the instrument of that person’s appointme
nt is
produced before the start of the meeting in accordance with paragraph 6(
4) of
the Fifth Schedule, or by a time specified in the company’s constitut
ion, as the
case may be;
(d) that person –
(i) is a trustee corporation or a nominee company; and
(ii) has the relevant interest by reason only of acting for
another
person in the ordinary course of business of that trustee corporation or

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (125 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
nominee company; or
(e) the person has the relevant interest by reason only tha
t the person is
a bate trustee of a trust to which the share is subject.
(2) For the purposes of subsection (1)(d), a trustee corpor
ation is an approved
investment institution under the Stock Exchange Act 1988, an investment
company,
or a unit trust.
(3) For the purposes of subsection (1)(e), a trustee may be
a bare trustee
notwithstanding that he is entitled as a trustee to be remunerated out o
f the income
or property of the trust.

Amended by [
Act No. 20 of 2002]

156. Disclosure of share dealing by directors
(1) A person who –
(a) on the coming into operation of this section, is a dire
ctor of a public
company; or
(b) becomes a director of a public company,
and who has a relevant interest in any shares issued by the company shal
l forthwith –
(i) disclose to the Board the number and class of shares in
which the relevant interest is held and the nature of the relevant inter
est; and
(ii) ensure that the particulars disclosed to the Board und
er paragraph (2)
(a) are entered in the interests register.
(2) A director of a public company who acquires or disposes of
a relevant interest
in shares issued by the company shall forthwith, after the acquisition o
r disposition –
(a) disclose to the Board –
(i) the number and class of shares in which the relevant in
terest
has been acquired or the number and class of shares in which the
relevant interest was disposed of, as the case may be;
(ii) the nature of the relevant interest;
(iii) the consideration paid or received; and
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (126 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(iv) the date of the acquisition or disposition; and
(b)
ensure that the particular disclosed to the Board under paragraph (a)
are entered in the interests register.

157. Restrictions on share dealing by directors

(1) Where a director of a company in his capacity as a dire
ctor; or an employee of the company or a related company, has information which is m
aterial to
an assessment of the value of shares or other securities issued by the c
ompany or a
related company, being information that would not otherwise be available
to him, the
director may acquire or dispose of those shares or securities only where
–
(a) in the case, of an acquisition, the consideration given
for the
acquisition is not less than the fair value of the shares or securities;
or
(b) in the case of a disposition, the consideration receive
d for the
disposition is not more than the fair value of the shares or securities.

(2) For the purposes of subsection (1), the fair value of sha
res or securities is to
be determined on the basis of all information known to the director or p
ublicity
available at the time.
(3) Subsection (1) shall not apply in relation to a share or
security that is
acquired or disposed of by a director only as a nominee for the company
or a related
company.
(4) Where a director acquires shares or securities in contraven
tion of subsection
(1)(a), the director shall be liable to the person from whom the sha
res or securities
were acquired for the amount by which the fair value of the shares or se
curities
exceeds the amount paid Ivy the director.
(5)
Where a director disposes of shares or securities in contravention of
subsection (1)(b), the director shall be liable to the person to who
m the shares or
securities were disposed of for the amount by which the consideration re
ceived by
the director exceeds the fair
value of the shares or securities.
(6) This section shall not apply in relation to a listed compan
y to which section 46
of the Stock Exchange Act 1988 applies.

Sub-Part F – Miscellaneous provisions relating to directors

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (127 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
158. Proceedings of Board
Subject to the constitution of a company, the provisions set out in the
Eighth Schedule shall
govern the proceedings of the Board.

159. Remuneration and other benefits

(1) Subject to subsections (5) to (10) and the constitu
tion –
(a) the company shall by ordinary resolution approve the re
muneration
of the directors and any benefit payable to the directors, including any

compensation for loss of employment of a director or former director;
(b) the Board may determine the terms of any service contra
ct with a
managing director or other executive director;
(c) the directors may be paid all travelling, hotel and oth
er expenses
properly incurred by them in attending any meetings of the Board or in
connection with the business of the company.
(2) Subject to subsections (5) to (10), the constitution ma
y provide that the
Board, instead of the meeting of shareholders of a company, may, where t
he Board
considers that it is fair to the company, approve –
(a) the payment of remuneration or the provision of other b
enefits by the
company to a director;
(b) the payment by the company to a director or former dire
ctor of
compensation for loss of office.
(3) Where the Board takes over any payment under subsection (2
), the Board
shall forthwith enter, or cause to be entered, in the interests register
, if the company
has one, and in the minutes of directors’ meetings particulars of any su
ch payment.

(4) Where a payment is made under subsection (2, any share
holders who –
(a) consider that the payment was not to the company; and

(b) hold between them not less than 10 per cent of the
company’s voting share capital,
may, within one month of the date on which the existence of the payment
or other
benefit was, first made known to shareholders, whether through the annua
l report,
production of the interests register to a shareholders’ meeting or ot
herwise, require
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (128 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
the directors to call a meetings of shareholders to approve the payment
by way of
ordinary resolution and to the extent to which the payment is not approv
ed by
ordinary resolution, it shall constitute a debt payable by the director
to the company.

(5) Subject to subsection (6) a company shall not –
(a) make a loan to a director of the company or any relativ
e or related
entity of the director; or
(b) enter, into any guarantee or provide any security in co
nnection with a
loan made by any person to any person referred to in paragraph (a).

(6) Subsection (5) shall not prevent a company from –
(a) making a loan to it related company, with the approval
of the Board;
(b) entering into a guarantee or providing security in conn
ection with a
loan made by any person to a related company;
(c) providing a director with funds to meet expenditure inc
urred or to be
incurred by him for the purpose of the company or for the purpose of ena
bling
him to perform his duties as an officer of the company;
(d) making a loan in the ordinary course of the business of
lending
money, where that business is carried on by the company;
(e) making a loan to a director who is engaged in the salar
ied
employment of the company or its holding company, in accordance with a
scheme for the making of loans to employees of the company which is
approved by the meeting of shareholders of the company in so far as its
application to directors is concerned; or
(f) making a loan pursuant to section 81 in respect of a di
rector who
holds salaried employment under the company or in a holding company or
subsidiary of the company.
(7) Where a loan is made in breach of subsection (5) the loan
shall be voidable
at the option of the company and the loan shall be immediately repayable
upon being
avoided by the company, notwithstanding the terms of any agreement relat
ing to the
loan.
(8) Where a transaction other than a loan to a director is ente
red into by it
company in breach of subsection (5) –

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (129 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(a) the director shall be liable to indemnify the company f
or any loss or
damage resulting front the transaction; and
(b) the transaction shall be voidable it the option of the
company unless
–
(i) the company has been indemnified under paragraph (a)
for any
loss or damage suffered by it; or
(ii) any rights acquired by a person other than the directo
rs
in good faith and for value, without actual notice of the
circumstances giving rise to the breach of this section, would be affect
ed
by its avoidance.
(9) Notwithstanding the provisions of this section, the shareho
lders of a company
may, by unanimous resolution or by unanimous shareholder agreement, appr
ove any
payment, provision, benefit, assistance or other distribution referred t
o in this section
provided that there are reasonable grounds to believe that, after the di
stribution, the
company is likely to satisfy its solvency test.
(10) For the purposes of this section, “a related entity of a dir
ector” means a
company or corporation in which the director and any relative or relativ
es of the
director between them hold, by themselves or through nominees, voting in
terests that
equal or exceed 50 per cent or the Board or managing body of which is ot
herwise
controlled by such persons within the meaning of section 5.

160. Standard of care and civil liability of officers

(1) Every officer of a company shall exercise –
(a) the powers and discharge the duties of his office hones
tly, in good
faith and in the best interests of the company; and
(b) the degree of care, diligence and skill that a reasonab
ly prudent
person would exercise in comparable circumstances.
(2) Where a director of a public company also holds office as a
n executive, the
director shall exercise that degree of care, diligence and skill which a
reasonably
prudent and competent executive in that position would exercise.
(3) Subject to section 149 and without limiting any liability o
f a director under
section 143, where an officer commits a breach of any duty under this Pa
rt –
(a) the officer and every person who knowingly participated
in the
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (130 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
breach shall be liable to compensate the company for any loss it suffers
as a
result of the breach;
(b) the officer shall he liable to account to the company f
or any profit
made by the officer as a result of such breach; and
(e) any contract or other transaction entered into between
the officer and
the company in breach of those duties may he rescinded by the company.
(4) A director or other officer of a company who makes a busine
ss judgment
shall be taken to meet the requirements of subsections (1) and (2) i
n respect of the
judgment where the director or officer –
(a) makes the judgment in good faith for a proper purpose;
(b) does not have a material personal interest in the subje
ct matter of
the judgment;
(c) informs the company of the subject matter of the judgme
nt to the
extent he reasonably believes to be appropriate; and
(d) reasonably believes that the judgment is in the best in
terests of the
company.
(5) The director’s or officer’s belief that the judgment is in
the best interests of the
company shall be taken to be a reasonable one unless the belief is one t
hat no
reasonable person in his position would hold.
(6) In this section “business judgment” means any decision to t
ake or not take
action in respect of a matter relevant to the business operations of the
company.

Amended by [
Act No. 20 of 2002]

161. Indemnity and insurance
(1) Except as provided in this section, a company shall not ind
emnify, or directly
or indirectly effect insurance for, a director or employee of the compan
y or a related
company in respect of –
(a) liability for any act or omission in his capacity as a
director or
employee; or
(b) costs incurred by that director or employee in defendin
g or settling
any claim or proceedings relating to any such liability.
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (131 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001

(2) An indemnity given in breach of this section shall be v
oid.
(3) Subject to its constitution, a company may indemnify a dire
ctor or employee
of the company or a related company for any costs incurred by him or the
company in
respect of any proceedings –
(a) that relates to liability for any act or omission in hi
s capacity as a
director or employee; and
(b) in which judgment is given in his favour, or in which h
e is acquitted,
or which is discontinued or in which he is granted relief under section
350 or
where proceedings are threatened and such threatened action is abandoned
or
not pursued.
(4) Subject to its constitution, a company may indemnify a dire
ctor employee of
the company or a related company in respect of –
(a) liability to any person, other than the company or a re
late company,
for any act or omission in his capacity as a director or employee; or
(b) costs incurred by that director or employee in defendin
g or settling
any claim or proceedings relating to any such liability.
(5) Subsection (4) shall not apply to criminal liability or l
iability in respect of a
breach, in the case of a director, of the duty specified in section 143(
1)(c).
(6) Subject to its constitution, a company may with the prior a
pproval of the
Board, effect insurance for a director or employee of the company or a r
elated
company in respect of –
(a) liability, not being criminal liability, for any act or
omission in his
capacity as a director or employee;
(b) costs incurred by that director or employee in defendin
g or settling
any claim or proceeding relating to any such liability; or
(c) costs incurred by that director or employee in defendin
g any criminal
proceedings –
(i) that have been brought against the director or employee
in
relation to any act or omission in that person s capacity as a director
or
employee;

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (132 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(ii) in which that person is acquitted; or
(iii) in relation to which a nolle prosequi is entered.

(7) The Board shall –
(a) enter or cause to be entered in the interests register
where the
company has one;
(b) record or cause to be recorded in the minutes of direct
ors;

(c) disclose or cause to be disclosed in the annual report,
the particulars of any indemnity given to, or insurance effected for, an
y director
or employee of the company or a related company.
(8) Where an insurance is effected for a director or employee o
f a company or a
related company and the provisions of subsection (6) or (7) have not
been complied
with, the director or employee shall be personally liable to the company
for the cost of
effecting the insurance unless the director or employee proves that it w
as fair to the
company at the time the insurance was effected.

(9) In this section –
“director” –
(a) means an officer of a company, a management company or
registered agent; and
(b) includes a person formerly holding anyone of these offi
ces;
“effect insurance” includes pay, whether directly or indirectly, the cos
ts of the
insurance.
“employee” includes a former employee;
“indemnify” includes relieve or excuse from liability, whether before or
after the
liability arises, and “indemnity” has a corresponding meaning.

162. Duty of directors on insolvency
(1) A director of a company who believes that the company is un
able to pay its
debts as they fall due shall forthwith call a meeting of the Board to co
nsider whether
the Board should appoint a liquidator or an administrator.

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (133 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(2) Where a meeting is called under this section, the Board sha
ll consider
whether to appoint a liquidator or an administrator, or to carry on the
business of the
company.

(3) Where –
(a) a director fails to comply with subsection (1):
(b) at the time of that failure the company was unable to p
ay its debts as
they fell due; and
(c) the company is subsequently placed in liquidation, the
Court may, on
the application of the liquidator or of a creditor of the company, make
an order
that the director shall be liable for the whole or any part of any loss
suffered by
creditors of the company as a result of the company continuing to trade.

(4) Where –
(a) at a meeting called under this section the Board does n
ot resolve to
appoint a liquidator or an administrator;
(b) at the time of the meeting there were no reasonable Gro
unds for
believing that the company was able to pay its debts as they fell due; a
nd
(c) the company is subsequently placed in liquidation,
the Court may, on the application of the liquidator or of a creditor of
the company,
make an order that the directors, other than those directors who attende
d the
meeting and voted in favour of appointing a liquidator or an administrat
or, shall be
liable for the whole or any part of any loss suffered by creditors of th
e company as a
result of the company continuing to trade.

Sub-Part G – Secretaries

163. Secretary
(1) Every company, other than a small private company or a comp
any holding a
Category 2 Global Business Licence, shall have one or more secretaries e
ach of
whom shall, subject to section 164 be a natural person of full age and c
apacity who
shall ordinarily be resident in Mauritius.
(2) No person shall be appointed as a secretary of a company un
less that person
has, in an approved form –

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (134 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(a) consented to be a secretary; and
(b) certified that the person has the qualifications specif
ied under section
165.
(3) A person named as a secretary of the company in an applicat
ion for
incorporation or in an amalgamation proposal shall hold office as a secr
etary from the
date of the incorporation of the company or the date the amalgamation pr
oposal is
effective, until that person ceases to hold office in accordance with th
is Act or the
constitution of the company.
(4) Subject to the constitution of a company, the Board may app
oint or remove a
secretary of the company.
(5) The office of the secretary shall not be left vacant for mo
re than 3 months at
any time.
(6) Where the directors fail to appoint a secretary within the
period of 3 months,
referred to in subsection (5), the Registrar or the Court may, on appl
ication by a
shareholder or director, order the company or its directors to appoint a
secretary.
(7) Where a company, other than a small private company or
a company holding a Category 1 Global Business Licence, or its directors knowingly
fail to
appoint a secretary within 2 months by the Registrar or the Court in ter
ms of
subsection (6), the company and every director of t
he company shall
commit an offence and shall, on conviction, be liable to a fine not exce
eding 100,000
rupees.
(8) The directors may, during any period that the office of the
secretary is vacant,
authorise any officer of the company to carry out all or any of the secr
etary’s duties.

Amended by [
Act No. 20 of 2002]

164. Registrar may approve firm or corporation for appointmen
t as
secretary
(1) The Registrar may approve the appointment of a firm or corpor
ation to act as
secretary provided that –
(a) at least one member of the firm or one director of the
corporation is
ordinarily resident in Mauritius;
(b) the member of the firm or the director of the corporati
on who accepts
responsibility for the work of the firm or corporation as secretary are
qualified to
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (135 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
act as secretary under section 165; and

(c) the Registrar is satisfied tat the firm or corporation
is a fit and proper
person to be appointed a company secretary;
(2) The Registrar may approve the firm or corporation for appoi
ntment as
secretary –
(a) in respect of a named company;
(b) generally as a company secretary and the firm or corpor
ation
may then without further approval accept appointment as secretary compan
ies
generally.
(3)
The Registrar may revoke an approval given under subsection (2) but sh
all
not do so without first providing the firm or corporation with an opport
unity to make
representations on the matter.

(4) Any firm which is approved by the Registrar for the purpose
s of this section
shall keep the Registrar promptly informed of the names of all partners
in the firm and
of any changes.

165. Qualifications of secretary
(1) Every secretary of a public company or of private company o
ther than a small
private company or a company holding a Category 2 Global Business Licenc
e shall
be-
(a) a law practitioner, a qualified auditor, a member of th
e Institute of
Chartered Secretaries and Administrators of the United Kingdom or a memb
er
of the Chartered Institute of Management Accountants of United Kingdom;
or
(b) a member of a professional association of company secre
taries approved by the Minister under section 111(2) of the Companies Act 198
4 or
by the Minister under subsection (2).
(2) The Minister may for the purposes of subsection (1)(b),
approve an
association of company secretaries and notify such approval in the Gazet
te.
(3) Subject to subsection (4) the Minister may revoke an appr
oval granted under
subsection (2), or any approval given by the Minister under the Compan
ies Act 1984,
where he is satisfied that the association is not maintaining satisfacto
ry standards in
the admission of its members or is failing to exercise effective supervi
sion and
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (136 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
discipline of its members.
(4) The Minister shall not revoke the approval of any associati
on which has been
approved under subsection (2) without first providing that association
with an
opportunity to make representations.

166. Duties of secretary

The duties of a secretary shill include but shall not be restricted to –

(a) providing the Board with guidance is to its duties, respons
ibilities and powers:
(b) informing the Board of all legislation relevant to or affec
ting meetings of
shareholders and directors and reporting at any meetings and the filing
of any
documents required of the company and any failure to comply with such le
gislation;
(c) ensuring that minutes of all meetings of shareholders or di
rectors are properly
recorded in accordance with paragraph 8 of the Fifth Schedule and all st
atutory
registers be properly maintained;
(d) certifying in the annual financial statements of the compan
y that the company
has filed with the Registrar all such returns as are required of the com
pany under this
Act;
(e) ensuring that a copy of the company’s annual financial stat
ements and where
applicable the annual report are sent in accordance with sections 219 an
d 220 to
every person entitled to such statements of- report in terms of this Act
.

167. Notice to be given of removal or resignation of secretary
(1) Where, during any accounting period of the company, the sec
retary resigns
or is removed from office, the company shall notify the Registrar within
28 days Of
such resignation or removal.
(2) Where the secretary is removed, the secretary may require t
he company in
its annual financial statements relating to that accounting period, to i
nclude a
statement not exceeding a reasonable length, setting out the secretary’s
statement
as to the
circumstances that resulted in the removal.
(3) Where the secretary wishes to exercise the power referred t
o in subsection
(2), the secretary shall give written notice to that effect to the com
pany not later than
the end of the accounting period in which the removal took place and suc
h notice
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (137 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
shall include the statement referred to in subsection (2).
(4) The statement of the secretary referred to in subsection (
2) shall be included
in the annual report and, where no annual report is required, shall he i
ncluded under
a separate heading in the company’s annual financial statements.
(5) Where, on the application of the company or any other perso
n who claims to
be aggrieved by the secretary’s statement under subsection (2) being p
rovided to
shareholders, the Court is satisfied that the rights conferred by this s
ection are being
abused to secure needless publicity of defamatory matter, the Court may
order that
the statement need not he included in the annual report or financial sta
tements and
need not be provided to shareholders or be read out at the meeting, and
the Court
may further order that the costs of the application be paid in whole or
in part by the
secretary.

PART XII – ENFORCEMENT

168. Interpretation of Part XII
In this Part, “entitled person”, “former shareholder”, of “shareholder”
includes a reference to
the Curator and heir of an entitled person, former shareholder, or share
holder and a person
to whom shares of any of those persons have passed by operation of law.

Sub-Part A – Injunctions

169. Injunctions
(1) The Court may, on an application under this section, make a
n order
restraining a company that, or a director of a company who, proposes to
engage in
conduct that would contravene the constitution of the company or this Ac
t from
engaging in that conduct.
(3)
An application may be made by-

(a) the company;
(b) a director or shareholder of the company; or
(c) an entitled person.
(3) Where the Court makes an order under subsection (1), it m
ay also grant such
consequential relief as it thinks fit.
(4) An order may not be made under this section in relation to
a conduct or a
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (138 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
course of conduct that has been completed.
(5) The Court may, at any time before the final determination o
f an application
under subsection (1), make, as an interim order, any order that it is
empowered to
make under that subsection.

Sub-Part B – Derivative actions

170. Derivative actions

(1) Subject to subsection (3), the Court may, on the appl
ication of a shareholder or director of a company, grant leave to that shareholder or
director to –
(a) bring proceedings in the name and on behalf of the comp
any or its
subsidiary; or
(b) intervene in proceedings to which the company or any re
lated
company is a party for the purpose of continuing, defending, or disconti
nuing
the proceedings on behalf of the company or its subsidiary, as the case
may
be.
(2) Without prejudice to subsection (1), in determining wheth
er to grant leave
under that subsection, the Court shall have regard to-
(a) the likelihood of the proceedings that may follow;
(b) the costs of the proceedings in relation to the relief
likely to be
obtained;
(c) any action already taken by the company or its subsidia
ry to obtain
relief;
(d) the interests of the company or its subsidiary in the p
roceedings
being commenced, continued, defended, or discontinued, as the case may b
e.
(3) Leave to bring proceedings or intervene in proceedings may
be granted
under subsection (1), only where the Court is satisfied that either-
(a) the company or related company does not intend to bring
, diligently
continue or defend, or discontinue, the proceedings, as the case may be;
or
(b) it is in the interests of the company or its subsidiary
that the conduct
of the proceedings should not be left to the directors or to the determi
nation of
the shareholders as a whole.
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (139 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(4)
Notice of the application shall be served on the company or its subsidia
ry.
(5)
The company or related company-
(a) may appear and be heard; and
(b) shall inform the Court, whether or not it intends to br
ing, continue,
defend, or discontinue the proceedings, as the case may be.
(6) Except as provided for in this section, a shareholder or di
rector of a company
is not entitled to bring or intervene in any proceedings in the name of,
or on behalf of,
a company or its subsidiary.

171. Costs of derivative action to be met by company
The Court shall, on the application of the shareholder or director to wh
om leave was
granted under section 170 to bring or intervene in the proceedings, orde
r that the whole or
part of the reasonable costs of bringing or intervening in the proceedin
gs, including any
costs relating to any settlement, compromise, or discontinuance approved
under section
170, shall he met by the company unless the Court considers that it woul
d be unjust or
inequitable for the company to bear those costs.

172. Powers of Court where leave granted
The Court may, at any time, make any order it thinks fit in relation to
proceedings brought
by a shareholder or a director or in which a shareholder or director int
ervenes, as the case
may be, with leave of the Court under section 170, and without prejudice
to the generality
of this section may –
(a) make an order authorising the shareholder or any other pers
on to control the
conduct of the proceedings;

(b) give directions for the conduct of the proceedings;
(c) make an order requiring the company or the directors to pro
vide information
or assistance in relation to the proceedings;
(d) make an order directing that any amount ordered to be paid
by a defendant in
the proceedings shall be paid, in whole or part, to former and present s
hareholders of
the company or its subsidiary instead of to the company or the related c
ompany.

173. Compromise, settlement or withdrawal of derivative actio
n

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (140 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
No proceedings brought by a shareholder or a director or in which a shar
eholder or a
director intervenes, as the case may be, with leave of the Court under s
ection 170, may be
settled or compromised or discontinued without the approval of the Court
.

Sub-Part C – Personal actions by shareholders

174. Personal actions by shareholders against directors
(1) A shareholder or former shareholder may bring an action aga
inst a director
and in the case of section 91, a secretary, for breach of a duty owed to
him as a
shareholder.
(2) An action may not be brought under subsection (1) to reco
ver any loss in the
form of a reduction in the value of shares in the company or a failure o
f the shares to
increase in value by reason only of a loss suffered, or a gain forgone,
by the
company.
(3) For the purposes of subsection (1), the duties set out in
sections 94, 148 and
156 are duties owed to shareholders while the duties of directors set ou
t in sections
143(1)(c), (e), (f), (h), (j), (k) and (m), 153, 160. 16
2, 193 and 194 are duties owed to
the company and not to shareholders.

175. Personal actions by shareholders against company

Any shareholder of a company may bring an action against the company for

breach of a duty owed by the company to him as a shareholder.

176. Actions by shareholders to require company to act
Notwithstanding section 175, the Court may, on the application of a shar
eholder of a
company, if it is satisfied that it is just and equitable to do so, make
an order requiring the
company or its Board or a director of the company to take any action tha
t is required to be
taken by the constitution of the company or this Act and, on making the
order. the Court
may giant such other consequential relief as it thinks fit.

177. Representative actions
Where a shareholder of a company brings proceedings against the company
or a director,
and other shareholders have the same or substantially the same interest
in relation to the
subject-matter of the proceedings, the Court may appoint that shareholde
r to represent all
or some of the shareholders having the same or substantially the same in
terest, and may,
for that purpose, make such order as it thinks fit including, without pr
ejudice to the
generality of this section, an order-

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (141 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(a) as to the control and conduct of the proceedings;

(b) as to the costs of the proceedings;
(c) directing the distribution of any amount ordered to be paid
by a defendant in
the proceedings among the shareholders represented.

178. Prejudiced shareholders
(1) Any shareholder or former shareholder of a company, or any
other entitled
person, who considers that the affairs of a company have been, or are be
ing, or are
likely to be, conducted in a manner that is, or any act or acts of the c
ompany have
been, or are, or are likely to be, oppressive, unfairly discriminatory,
or unfairly
prejudicial to that person in that capacity or in any other capacity, ma
y apply to the
Court for an order under this section.
(2) Where, on an application under this section, the Court cons
iders that it is just
and equitable to de so, it may make such order as it thinks fit includin
g, without
prejudice to the generality of this subsection, an order –
(a) requiring the company or any other person to acquire th
e
shareholder’s shares; or
(b) requiring the company or any other person to pay compen
sation to a
person; or
(c) regulating the future conduct of the company’s affairs;
or

(d) altering or adding to the company’s constitution; or

(e) appointing a receiver of the company; or
(f) directing the rectification of the records of the compa
ny; or

(g) putting the company into liquidation; or
(h) setting aside action taken by the company or the Board
in breach of
this Act or the constitution of the company.
(3) No order may be made against the company or any other pers
on under
subsection (2) unless the company or that person is a party to the pro
ceedings in
which the application is made.

179. Alteration to constitution
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (142 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(1) Notwithstanding this Act but subject to the order, where th
e Court makes an
order under section 178 altering or adding to the constitution of a comp
any, the
constitution shall not, to the extent that it has been altered or added
to by the Court,
again be altered or added to without the leave of the Court.
(2) Any alteration or addition to the constitution of a company
made by an order
under section 178 has the same effect as if it had been made by the shar
eholders of
the company pursuant to section 44 and the provisions of this Act shall
apply to the
constitution as altered or added to.
(3) The Board of the company shall, within 14 days of the makin
g of an order
under section 44 altering, or adding to, the constitution of a company,
ensure that a
copy of the order and the constitution as altered or added to as filed w
ith the
Registrar for registration.

Sub-Part D – Ratification

180. Ratification of certain actions of directors
(1) The purported exercise by a director or the Board of a comp
any of a power
vested in the shareholders or any other person may be ratified or approv
ed by those
shareholders or that person in the same manner in which the power may be

exercised.
(2) The purported exercise of a power that is ratified under su
bsection (1) shall
be deemed to be, and always to have been, a proper and valid exercise of
that
power.

PART XIII – ADMINISTRATION OF COMPANIES

Sub-Part A – Authority to bind company

181. Method of contracting

(1) A contract made on behalf of a company –
(a) which, where made between private persons, would he req
uired to
he in writing, may he made on behalf of the company in writing –
(i) signed under the common seal of the company; or
(ii) by any person acting under its authority express or im
plied, and
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (143 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
may in the same manner, be varied or discharged;
(b) which, where made between private persons would be vali
d if made
orally, may be made orally on behalf of the company by any person acting

under its authority, and may in the same manner be varied or discharged.

(2) Nothing in subsection (1) shall limit or prevent a compan
y upon entering into
a contract or other enforceable obligation in writing under a common sea
l, where it
has one.

(3) Subsection (1) shall apply to a contract or other obl
igation –
(a) whether or not that contract or obligation was entered
into in
Mauritius; and
(b) whether or not the law governing the contract or obliga
tion is the law
of Mauritius.

182. Attorneys
(1) Subject to its constitution, a company may, by an instrumen
t in writing
executed in accordance with section 18](1)(a), appoint a person as i
ts attorney either
generally or in relation to a specified matter.
(2) An act of the attorney in accordance with the instrument bi
nds the company.
(3) The law relating to powers of attorney shall apply, with th
e necessary
modifications, in relation to a power of attorney executed by a company
to the same
extent as if the company was a natural person and as if the commencement
of the
liquidation or, if there is no liquidation, the removal from the registe
r, of the company
was the death of a person within the meaning of Part XI of the Companies
Act 1984
and Part XXVI of this Act.

Sub-Part B – Pre-incorporation contracts

183. Pre-incorporation contracts may be ratified
(1) In this section and in sections 184 and 185, “pre-incorpora
tion contract”
means-
(a) a contract purporting to be made by a company before it
s
incorporations or
(b) a contract made by a person on behalf of a company befo
re and in
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (144 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
contemplation of its incorporation.
(2) Notwithstanding any enactment, a pre-incorporation contract
may be ratified
within such period as may be specified in the contract, or where no peri
od is
specified, then within a reasonable time after the incorporation of the
company in the
name of which, or on behalf of which, it has been made.
(3) A contract that is ratified is as valid and enforceable as
if the company had
been a party to the contract when it was made.
(4) A pre-incorporation contract may be ratified by a company i
n the same
manner as a contract may be entered into on behalf of a company under se
ction 181.

184. Warranties implied in pre-incorporation contracts
(1) Notwithstanding any enactment, in a pre-incorporation contr
act, unless a
contrary intention is expressed in the contract, there is an implied war
ranty by the
person who purports to make the contract in the name of, or on behalf of
, the
company –
(a) that the company shall be incorporated within such peri
od as may be
specified in the contract, or if no period is specified, then within a r
easonable
time after the making of the contract; and
(b) that the company shall ratify the contract within such
period as may
be specified in the contract, or if no period is specified, then within
a
reasonable time after the incorporation of the company.
(2) The amount of damages recoverable in an action for breach o
f a warranty
implied by subsection (1) shall be the same as the amount of damages t
hat would be
recoverable in an action against the company for damages for breach by t
he
company of the unperformed obligations under the contract where the cont
ract had
been ratified by the company.
(3) Where, after its incorporation, a company enters into a con
tract in the same
terms as, or in substitution for, a pre-incorporation contract, not bein
g a contract
ratified by the company under section 180, the liability of a person und
er subsection
(1), including any liability under an order made by a court for the pa
yment of
damages, shall be discharged.

185. Failure to ratify
(1) A party to a pre-incorporation contract that has not been r
atified by the
company after its incorporation may apply to the Court for an order –
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (145 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(a) directing the company to return property, whether real
or personal,
acquired under the contract to that party; or
(b) for any other relief in favour of that party relating t
o that property; or
(c) validating the contract whether in whole or in part.
(2) The Court may, if it considers it just and equitable to do
so, make any order
or grant any relief it thinks fit and may do so whether, or not In order
has been made
under section 184(2).

186. Duties of promoters
(1) Until the formation of a company is complete and its workin
g capital has been
raised, every promoter shall –
(a) observe the utmost good faith towards the company in an
y
transaction with it or on its behalf; and
(b) shall compensate the company for any loss suffered by i
t by reason
of his failure to exercise such good faith.
(2) A promoter who acquires any property or information in circ
umstances in
which it was his duty to acquire it on behalf of the company shall accou
nt to the
company for such property and for any profit which he may have made from
the use
of such property or information.
(3) Any transaction between a promoter and a company may be res
cinded by
the company unless, after full disclosure of all material facts known to
the promoter;
the transaction has been entered into or ratified on behalf of the compa
ny –
(a) where no director is a relative or nominee of the promo
ter, by the
Board of directors; or
(b) by all the members; or
(c) by the company at a meeting of shareholders at which ne
ither the
promoter nor the holder of any shares in which he is beneficially intere
sted
shall have voted on the resolution to enter into that transaction.
(4) Notwithstanding any other enactment, no period of limitatio
n shall apply to
any proceedings brought by the company to enforce any of its rights unde
r this
section, but in any such proceedings, the Court may relieve a promoter o
n such
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (146 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
terms as it thinks fit from any liability under subsection (1) or (2)
where in all the
circumstances, including lapse of time, the Court thinks it equitable so
to do.

Sub-Part C – Registered office

187. Registered office
(1) Every company shall always have a registered office in Maur
itius to which all
communications and notices may be addressed and which shall constitute t
he
address for service of legal proceedings on the company.
(2) Subject to section 188, the registered office of a company
at a particular time
is the place that is described as its registered office in the register
of companies at
that time.

(3) The description of the registered office shall –
(a) state the address of the registered office; and
(b) where the registered office is at the offices of a firm
of chartered
accountant, attorney it law, or any other person, state-
(i) that the registered office of the company is at the add
ress of the
offices of that firm or person; and
(ii) particulars of the location in any building of those o
ffices.

188. Change of registered office
(1) Subject to the company’s constitution and to subsection (3
), the Board of a
company may, at any time, change the registered office of the company.
(2) Notice, in form approved by the Registrar, of the change sh
all be filed with
the Registrar for registration.
(3) The change of the registered office shall take effect on th
e date stated in the
notice not being a date that is earlier than 7 days aft
er the notice is
registered.

189. Requirement to change registered office
(1) Subject to the other provisions of this section, a company
shall change its
registered office where it is required to do so by the Registrar.

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (147 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(2) The Registrar may require a company to change its registere
d office by
notice in writing delivered or sent to the company at its registered off
ice.

(3) The notice shall –
(a) state that the company is required to change its regist
ered office by a
date specified in the notice, not being a date that is earlier than 28 d
ays after
the date of the notice;
(b) state the reasons for requiring the change;
(c) state that the company has the right to appeal to the C
ourt under
section 16;
(d) be dated and signed by the Registrar.
(4)
A copy of the notice shall also be sent to each director of the company.

(5)
The Company shall change its registered office –
(a) by the date specified in the notice; or
(b) where it appeals to the Court and the appeal is dismiss
ed, within 7
days of the due of the decision of the Court.
(6) Where a company fails to comply with this section, every
director and the secretary of the company sh
all commit an offence
and shall on conviction, be liable to a fine not exceeding 200,000 rupee
s.

Amended by [
Act No. 20 of 2002]

Sub-Part D – Company records

190. Company records
(1) Subject to subsection (4) and to sections 91(1) and 194
, a company shall
keep at its registered office the records specified in subsection (2).

(2) The records to be kept tinder subsection (1) shall in
clude –
(a) the constitution of the company;
(b) minutes of the meetings and resolutions of shareholders
within the
last 7 years;
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (148 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(c) in interests register;
(d) minutes of all meetings and resolutions of directors an
d directors’
committees within the last 7 years;
(e) certificates given by directors under this Act within t
he last 7 years;
(f) the full names and addresses of the current directors;
(g) copies of all written communications to all shareholder
s or all holders
of the same class of shares during the last 7 years, including annual re
ports
made under section 218;
(h) copies of all financial statements and group financial
statements required to be completed by section 210 for the last 7 comple
ted
accounting periods of the company;
(i) the accounting records required by section 193 for the
Current
accounting period and for the last 7 completed accounting periods of the

company;
(j) the share register required to be kept under section 91
; and
(k) the copies of instruments creating or evidencing charge
s required to
be registered under section 127.
(3) The number of years specified in subsection (2)(b), (d
), (e) and (g) and the
completed accounting periods specified in subsection (2)(h) and (i)
include such
lesser number of years or accounting periods, as the case may be, as the
Registrar
may approve by notice in writing to the company.
(4) The documents specified in subsection (2) may be kept at
any other place in
Mauritius, notice of which shall be given to the Registrar in accordance
with
subsection (5).

(5) Where the company changes the place at which its records ar
e kept, it shall,
within 14 days of the change, notify the Registrar in writing of the pla
ce at which the
records are kept.

191. Form of records
(1) The records of a company required to be kept under section
190 shall be
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (149 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
kept –
(a in the English or French language;

(b) in written form; or
(c) in a form or in a manner that allows the documents and
information
that comprise the records to be easily accessible and convertible into w
ritten
form.

(2) The Board shall ensure that adequate measures exist to-

(a)
prevent the records being falsified; and
(b)
detect any falsification of them.

192. Inspection of records by directors
(1)
Subject to subsection (2), every director of a company shall be entitl
ed, on
giving reasonable notice, to inspect the records of the company –

(a) in written form;
(b) without charge; and
(c) at a reasonable time specified by the director.
(2) The Court may, on application by the company, if it is sati
sfied that –
(a) it would not be in the company’s interests for a direct
or to inspect the
records; or
(b) the proposed inspection is for a purpose that is not pr
operly
connected with the director’s duties,
direct that the records need not be made available for inspection or res
trict the
inspection of them in any manner it thinks fit.

PART XIV – ACCOUNTING RECORDS AND AUDIT

Sub-Part A – Accounting records

193. Accounting records to be kept
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (150 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(1) Subject to the other provisions of this section, the Board
of a company shall
cause accounting re4;ords to he kept that –
(a) correctly record and explain the transactions of the co
mpany;
(b) shall at any time enable the financial position of the
company to be
determined with reasonable accuracy;
(c) shall enable the directors to prepare financial stateme
nts that comply
with this Act; and
(d) shall enable the financial statements of the company to
be readily
and properly audited.

(2) The accounting records shall contain –
(a) entries of money received and spent each day and the ma
tters to
which it relates;
(b) a record of the assets and liabilities of the company;
(c) where the company’s business involves dealing in goods-

(i) a record of goods bought and sold, except goods sold fo
r cash in the ordinary course of carrying on a retail business, that ident
ifies
both the goods and buyers and sellers and relevant invoices;
(ii) a record of stock held at the end of its accounting pe
riod
together with records of any stock takings during that period;
(d) where, the company’s business involves providing servic
es, a record
of services provided and relevant invoices.

(3) The accounting records shall be kept-
(a) in written form and in the English or French language;
or
(b) where not kept in the English or French language, then
the directors
shall cause to be made a true translation in the English or French langu
age of
such accounting records at intervals of not more than 7 days and the tra
nsition
shall be kept with the original accounting records for so long as the or
iginal
accounting records are required to be retained under this Act.

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (151 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
194. Place accounting records to be kept
(1) A company shall keep its accounting records in Mauritius, e
xcept where the
directors determine that the accounting records may be kept outside Maur
itius and in
that event the provisions of subsection (2) shall apply.

(2) Where, the re4cords am not kept in Mauritius –
(a) the company shall ensure that the accounts and returns
for the
operations of the company that –
(i) disclose with reasonable accuracy the financial positio
n of the
company at intervals not exceeding 6 months; and
(ii) enable the preparation in accordance with this Act of
the
company’s financial statements and any group financial statements and
any other document required under this Act,
are sent to, and kept at, a place in Mauritius; and
(b) notice of the place where –
(i) the accounting records; and
(iii)
the accounts and returns required under paragraph (a), are kept,
shall be given to the Registrar.

Sub-Part B – Auditors

195. Appointment of auditor
(1) Subject to section 209 and to this section, a company shall
, at each annual
meeting, appoint an auditor to-
(a) hold office from the conclusion of the meeting until th
e conclusion of
the next annual meeting; and
(b) audit the financial statements of the company and. if t
he company is
required to complete group financial statements, those group financial
statements, for the accounting period next after the meeting.
(2) The Board 8f a company may fill any casual vacancy in the o
ffice of auditor,
but while the vacancy remains, the surviving or continuing auditor, if a
ny, may
continue to act as auditor.
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (152 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001

(3) Where –
(a) at an annual meeting of a company, no auditor is appoin
ted or re-
appointed and no notice has been given pursuant to section 209(5); or
(b) a casual vacancy in the office of auditor is not filled
within one month
of the vacancy occurring,
the Registrar may appoint an auditor.
(4) A company shall, within 7 days of the power becoming exerci
sable, give
written notice to the Registrar of the fact that the Registrar is entitl
ed to appoint an
auditor under subsection (3).

196. Auditor’s fees and expenses

The fees and expenses of an auditor of a company shall be fixed –
(a) where the auditor is appointed at a meeting of the company,
by the company
at the meeting or in such manner as the company may determine at the mee
ting;
(b) where the auditor is appointed by the directors, by the dir
ectors; or

(c) where the auditor is appointed by the Registrar, by the Reg
istrar.

197. Appointment of partnership as auditor
(1) A partnership may be appointed by the firm name to be the a
uditor of a
company where –
(a) at least one member of the firm is ordinarily resident
in Mauritius;
(b) all or some of the partners including the partner who i
s ordinarily
resident in terms of paragraph (a) are qualified for appointment under
section
198;
(c) no member of the firm is indebted in an Amount exceedin
g 10,000
rupees to the company or a related corporation unless the debt is in the

ordinary course of business;
(d) no member of the firm is –
(i) an officer or employee of the company; or
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (153 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(ii) a partner, or in the employment, of a director or empl
oyee of
the company or a related corporation;
(e) except in the case of a small private company, no offic
er of the
company receives any remuneration from the firm or acts as a consultant
to it
on accounting or auditing matters.
(2) The appointment of a partnership by the firm name to be the
auditor of a
company shall, notwithstanding section 198, be deemed to be the appointm
ent of all
the persons who are partners in the firm from time to time whether ordin
arily resident
in Mauritius or not at the date of the appointment.
(3) Where a partnership that includes persons who are not quali
fied to be
appointed as auditors of a company is appointed as auditor of a company,
the
persons who are not qualified to be appointed as auditors shall not act
as auditors of
the company.
(4) Where a firm has been appointed as auditor of a company and
the members
constituting the firm change by reason of the death, retirement, or with
drawal of a
member or by reason of the admission of a new member, the firm as newly
constituted shall, if it is not disqualified from acting as auditor of t
he company by
virtue of subsection (1), be deemed to be appointed under this section
as auditor of
the company and that appointment shall be taken to be an appointment of
all persons
who are members of the firm as newly constituted.
(5) A report required to be signed on behalf of a firm appointe
d as auditor of a
company shall be signed in the firm’s name and in his own name by if mem
ber of the
firm who is a qualified auditor.

198. Qualifications of auditor
(1) A person shall not be appointed or act as auditor of a comp
any other than a
small private company unless the person is –
(a) a member of –
(i) the Institute Accountants in England and Wales;
(ii)
the Institute of Chartered Accountants of Scotland;
(iii) the Institute of Chartered Accountants of Ireland;
(iv) the Association of Chartered Certified Accountants; or

file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (154 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001

(v) the Institute of Chartered Accountants of India;
(b) he is a person who possesses such qualifications as are
in the opinion of the Minister equivalent to those of a member of any body spec
ified in
paragraph (a), hereinafter referred to as an
“approved auditor”; or
(c) it is a firm or partnership which provides auditing ser
vices performed by a person specified in paragraphs (a) or (b).
(2) None of the following persons shall be appointed or act as
an auditor of a
company –
(a) a director or employee of the company;
(b) a person who is a partner, or in the employment, of a d
irector or
employee of the company;
(c) a liquidator or a person who is a receiver in respect o
f the property of
the company;
(d) a body corporate;
(e) a person who is not ordinarily resident in Mauritius;
(f) a person who is indebted in an amount exceeding 10,000
rupees to the company, or to a related company unless the debt is in the ordina
ry
course of business; or
(g) a person who, by virtue of paragraph (a) or (b), ma
y not be
appointed or act as auditor of a related company.

(3) No person shall –
(a) where he has been appointed auditor of a company, wilfu
lly
disqualify himself, while the appointment continues, from acting as audi
tor of
the company; or
(b) where he is it member of a firm that has been appointed
auditor of a
company, wilfully disqualify the firm while the appointment continues fr
om
acting as auditor of the company.

199. Approved auditor
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (155 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
(1) Every application by a person to be an approved auditor sha
ll be made to the
Minister who may, on the grounds provided in section 198(1)(b), gran
t such approval
subject to such restrictions or conditions as he thinks fit and the appr
oval treaty be
revoked at any time by him by serving a notice of revocation on the appr
oved auditor.
(2) (a) The Minister may delegate all or any o
f its powers under
subsection (1) to any person or body of persons charged with the respo
nsibility
for the registration or control of accountants in Mauritius.
(b) Any person who is aggrieved by the decision of any pers
on or body
of persons to whom the Minister has delegated all or any of its powers u
nder
this section may appeal to the Minister who may, in his discretion, conf
irm,
reverse or vary the decision.

(3) The Minister may –
(a) on recommendation from a body of persons charged with t
he
responsibility for the registration and control of accountants in Maurit
ius; or
(b) where it appears from an investigation under Part XV th
at a qualified
auditor is not a fit and proper person to continue to act as a qualified
auditor,
inquire into the conduct of an auditor and the Minister may, where he is
satisfied that
the conduct of the auditor is such as to render him unfit to continue to
discharge the
function of a qualified auditor, declare by notice in the Gazette, that
such person is no
longer a qualified auditor and on publication of the notice he shall cea
se to be a
qualified auditor under this Act.
(4) Any person who is aggrieved by a decision of the Minister u
nder subsection
(3) may, within 21 days of the date of the notice, appeal to the Court
which may vary
or reverse the decision on such terms as it thinks fit.

200. Automatic reappointment of auditor
(1) An auditor of a company, other than an auditor appointed un
der section 201,
shall be automatically re-appointed at an annual meeting of the company
unless –
(a) the auditor is not qualified for appointment; or
(b) the company passes a resolution at the meeting appointi
ng another
person to replace him as auditor; or
(c) a small private company passes a resolution under secti
on 209 that
file:////Ds2/admin/Kareem%20-%20Online%20Library%…cd/mauritius-Compani
es%20Act%202001%20updated.htm (156 of 312)8/14/2006 11:16:52 AM

THE COMPANIES ACT 2001
no auditor shall be appointed; or
(d) the auditor has given notice to the company that he doe
s not wish to
be re-appointed.
(2) An auditor shall not be automatically re-appointed where th
e person to be re-
appointed becomes incapable of, or disqualified from, appointment.

201. Appointment of first auditor
(1) The first auditor of a company may be appointed by the dire
ctors of the
company before the first annual meeting, and, if so appointed, holds off
ice until the
conclusion of that meeting.
(2) Where the directors do not appoint an auditor under subsect
ion (1), the
company shall appoint the first auditor at a meeting of the company.

202. Replacement of auditor
(1) A company shall not remove or appoint a new auditor in the
place of an
auditor who is qualified for reappointment, unless-
(a) at least 28 days’ written notice of a proposal to do so
has been given
to the auditor; and
(b) the auditor has been given a reasonable opportunity to
make
representations to the shareholders on the appointment of another person

either, at the option of the auditors in writing or by the auditor or hi
s
representative speaking at the annual meeting of shareholders at which i
t is
proposed not to reappoint the auditor or at a special meeting of shareho
lders
called for the purpose of removing and replacing the auditor.
(2) An auditor shall be entitled to be paid by the company reas
onable fees and
expenses for making the representations to the shareholders.
(3) Where, on the application of the company or any other perso
n who claims to
be aggrieved by the auditor’s representations being sent out or being le
ad out at the
meeting of shareholders, the Court is satisfied that the rights conferre
d by subsection
(1) are being abused to secure needless publicity of defamatory matter
, the Court
may –
(a) order that the auditor’s representations shall not be s
ent out or shall
not be read at the meeting of shareholders;