The Financial Reporting Act (Act 45)

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Document Information:

Year: 2005
Country: Mauritius
Language: English
Document Type: Domestic Law or Regulation
Topic: Taxation and Fiscal Issues

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THE FINANCIAL REPORTING ACT 2004

Act No. 45 of 2004
Proclaimed by [ Proclamation No. 6 of 2005] w.e.f. 20 January 2005___________
ARRANGEMENT OF SECTIONS

Section

PART I-PRELIMINARY
1. Short title
2. Interpretation

PART II – ESTABLISHMENT OFTHE FINANCIAL REPORTING COUNCIL
3. Financial Reporting Council
4. Objects of Council
5. Functions of Council
6. Powers of Council
7. Constitution of Council
8. Disqualification from membership
9. Term of office
10. Vacation of office
11. Filling of vacancies
12. Meetings of the Council
13. Decisions of the Council
14. The Chief Executive Officer
15. Delegation of powers
16. Committees
17. Panel of experts
18. Standards Setting Panel
19. Financial Reporting Monitoring Panel
20. Audit Practice Review Panel
21. Enforcement Panel
22. Objections to decisions of Enforcement Panel
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23. Hearing Committee
24. Rules and codes of practice
25. Code of Ethics
26. Cooperation mechanism
27. Disclosure of information
28. Protection from liability
29. Accountability of Council
30. Funding
31. Exemptions
32. Powers of Minister

PART III – LICENSING OF AUDITORS
33. Licensing of auditors
34. Duration of licence
35. Audit practice by a firm
36. Change of name
37. Unauthorised audit practice
38. Refusal to license auditors
39. Auditor’s report and opinion
40. Material irregularity
41. Independence of auditor
42. Conflict of interest
43. Sanctions on licensed auditors

PART IV – THE MAURITIUS INSTITUTE OF PROFESSIONAL ACCOUNTANTS
44. Establishment of Mauritius Institute of Professional Accountants
45. Objects of Mauritius Institute of Professional Accountants
46. Functions of Mauritius Institute of Professional Accountants
47. Board of Mauritius Institute of Professional Accountants
48. Meetings of Board
49. Powers of the Board
50. Registers
51. Registration of professional accountants
52. Registration of public accountants
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53. Refusal to register professional or public accountants
54. Registration of member firms
55. Certificate of registration and practising certificate
56. Cancellation or suspension of registration
57. Renewal of registration
58. Change in particulars of Register
59. Rules of Mauritius Institute of Professional Accountants
60. Fund and property of Mauritius Institute of Professional Accountants
61. Accountability of Mauritius Institute of Professional Accountants
62. Appointment of auditor

PART V – THE NATIONAL COMMITTEE ON CORPORATE GOVERNANCE
63. Establishment of National Committee on Corporate Governance
64. Objects of the National Committee on Corporate Governance
65. Functions of the National Committee on Corporate Governance
66. Composition of the National Committee on Corporate Governance
67. Meetings of National Committee on Corporate Governance
68. Funding of National Committee on Corporate Governance
69. Accountability of National Committee on Corporate Governance
70. Objects of Mauritius Institute of Directors
71. Annual report of Mauritius Institute of Directors

PART VI – SETTING OF STANDARDS AND MONITORING
72. Financial reporting and accounting standards
73. Auditing standards
74. Publication of standards
75. Compliance by public interest entities
76. Monitoring of financial statements and reports
77. Practice review of auditors
78. Power of investigation
79. Sanctions on public interest entities
80. Publication
81. Referral to police
82. Appeals
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PART VII – MISCELLANEOUS MATTERS
83. Consequential amendments
84. Transitional provisions
85. Repeal and savings
86. Regulations
87. Commencement

AN ACT
To regulate the reporting of financial matters and to establish the Fina
ncial Reporting
Council, the Mauritius Institute of Professional Accountants and the Nat
ional Committee on Corporate Governance

ENACTED by the Parliament of Mauritius, as follows-
PART I-PRELIMINARY

1. Short title

This Act may be cited as the Financial Reporting Act 2004.

2. Interpretation

In this Act, unless the context otherwise indicates –
“annual report” means the document that an entity issues on an annual ba
sis on its affairs,
including its financial statements together with the audit report thereo
n, and the report from
the Board of Directors;

“annual revenue” means revenue accruing over the preceding 12 months;

“approved auditor” has the same meaning as in the Companies Act 2001;

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“audit” has the same meaning as in the International Federation of Accou
ntants (IFAC) Code
of Ethics for Professional Accountants;

“audit firm” means a firm which provides audit services;

“auditing standards” means the auditing standards issued by the Council
under section 73;
“Code of Corporate Governance” means the Code of Corporate Governance is
sued by the
National Committee on Corporate Governance under Part V;

“Code of Professional Conduct and Ethics” means the Code established und
er section 46;

“Council” means the Financial Reporting Council established under sectio
n 3;
“director” has the same meaning as in section 128 of the Companies Act 2
001, and includes
members of the Board of state owned enterprises;

“effective date” means the date as may be prescribed;

“entity” means any person or body of persons, whether incorporated or un
incorporated;
“financial reporting and accounting standards” means the financial repor
ting and accounting
standards issued by the Council under section 72;
“financial statement” means the balance sheet, income statement or profi
t and loss account,
statement of changes in equity, cash flow statement, notes and other sta
tements and
explanatory material thereon, whether interim or final;

“financial year” means the period starting from 1 July to 30 June in the
following year;

“IASB” means the International Accounting Standards Board or its success
or body;

“IFAC” means the International Federation of Accountants or its successo
r body;
“IFRS” means the International Financial Reporting Standards issued by t
he International
Accounting Standards Board or the International Accounting Standards iss
ued by the
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International Accounting Standards Committee, and any standards, issued
by the bodies or
their successor bodies;

“independence” means independence of mind and independence in appearance
;
“independence in appearance” means the avoidance of facts and circumstan
ces that are so
significant that a reasonable and informed third party, having knowledge
of all relevant
information, including any safeguards applied, will reasonably conclude
that the integrity,
objectivity or professional scepticism of a firm or a member of the audi
t team had been
compromised;
“independence of mind” means the state of mind that permits the provisio
n of an opinion
without being affected by influences that compromise professional judgme
nt, allowing an
individual to act with integrity, and exercise objectivity and. professi
onal scepticism;

“licensed auditor” means a person who has been issued a licence under se
ction 33;
“Mauritius Institute of Directors” means the Mauritius Institute of Dire
ctors set up by the
National Committee on Corporate Governance under section 65;
‘member of the Mauritius Institute of Professional Accountants” me
ans a person registered as
a professional accountant under section 51;
“Mauritius Institute of Professional Accountants” means the Mauritius In
stitute of Professional
Accountants established under section 44;

“Minister” means the Minister to whom responsibility for the subject of
corporate affairs is assigned;
“National Committee on Corporate Governance” means the National Committe
e on
Corporate Governance established under section 63;
“non compliance” means any act of omission or commission by an entity or
by a licensed
auditor, either intentional or unintentional, which is contrary to any l
aw, regulation, rule, code
or standard;
“officer” in relation to a public interest entity, means a person who is
responsible for the
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preparation of financial statements, and includes the Directors, the Chi
ef Executive Officer,
and the Chief Financial Officer;

“Official Bulletin” means the official journal of the Council;

“practice”, in relation to an auditor, means the practice of the auditor
or the audit firm;

“professional accountancy body” means –
(a) the Institute or Association specified in section 51(2
); and
(b) such other accountancy body as may be recognised by the Mauritius Instit
ute
of Professional Accountants;

“professional accountant” means a person registered under section 51(5)
;

“professional services” means services provided by a professional
accountant –
(a) requiring accountancy or related skills,

(b) relating to auditing, taxation, management consulting and financial
management ;

“public accountant” means a professional accountant registered under sec
tion 52;

“public interest entity” has the meaning assigned to it in the First Sch
edule;

“relevant enactment” means –
(a) the Banking Act;

(b) the Companies Act 2001;

(d) the Statutory Bodies (Accounts and Audit) Act;
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“revenue” has the same meaning as defined in the International Accountin
g Standards;
“state-owned enterprise” means an entity which operates in the public se
ctor to meet a
political, social or economic objective, and includes every entity speci
fied in the Second
Schedule.

PART II -ESTABLISHMENT OF THE FINANCIAL REPORTING COUNCIL

3. Financial Reporting Council

(1) There is established for the purposes of this Act the F
inancial Reporting Council.

(2) The Council shall be a body corporate.

4. Objects of Council

The objects of the Council shall be to-
(a) promote the provision of high quality reporting of financial and non-fin
ancial
information by public interest entities;

(b)
promote the highest standards among licensed auditors;
(c)
enhance the credibility of financial reporting; and

(d)
improve the quality of accountancy and audit services.

5. Functions of Council

The functions of the Council shall be to –

(a) lay down financial reporting, accounting and auditing standards;

(b) monitor the truth and fairness of financial reporting;
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(c) monitor the practice of auditors with a view to maintaining high standar
ds of
professional conduct;

(d) monitor and enforce compliance with financial reporting, accounting and
auditing
standards;
(e) provide advisory; consultancy and informational services on any matter r
elated to
its functions;

(f) license auditors and establish and maintain a register of licensed audit
ors;

(g) monitor compliance with the reporting requirements specified in the Code
of
Corporate Governance and in any other guidelines issued by the National
Committee on Corporate Governance;

(h) ensure co-ordination and cooperation with international institutions in
the
development and enforcement of financial reporting, accounting and audit
ing
standards;

(i) ensure compliance with the standards issued by the lASB and the IFAC;

(j) participate in, and initiate the organisation of, activities which promo
te
education and training in the fields of accounting and auditing;

(k) conduct practice reviews of licensed auditors;

(l) review the financial statements and reports of a public interest entity;

(m) encourage, and where appropriate, finance research into any matter affec
ting
financial reporting, accounting, auditing, and corporate governance;

(n) enforce compliance with this Act and the rules of the Council by conduct
ing
investigations and where appropriate, impose sanctions on licensed audit
ors,
public interest entities and officers of such entities;

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(o) establish and administer such systems or schemes as the Council may
consider necessary or expedient for the discharge of its functions;
(p) engage in any activity, either alone or in conjunction with any other
organisation or agency, whether local or international, that is connecte
d with or
that is conducive to the discharge of its functions;

(q) advise the Minister generally on any matter relating to financial and no
n-
financial reporting, accounting and auditing; and

(r) perform such other duties or functions as the Council deems necessary fo
r the
purpose of this Act.

6. Powers of Council
(1) The Council shall have powers to do all things necessary or
convenient to be
done, for or in connection with the performance of its functions.
(2) Without prejudice to the generality of subsection (1) but
subject to this Act, the
powers of the Council shall include the power to-

(a) enter into such contracts as may be necessary or expedient for the purpo
se of
discharging its functions;

(b) borrow such sums of money or raise such loans as it may require for the
purpose of discharging its functions;

(c) cooperate with, or become a member or an affiliate of, any international
body,
the objects or functions of which are similar to or connected with those
of the
Council;

(d) impose such charges or fees as may be required under this Act

(e) levy such charges or fees as may be reasonable for services and faciliti
es
provided by the Council; and

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(f) issue rules, codes, guidelines and standards relating to financial repor
ting,
accounting, and auditing.

7. Constitution of Council

(1) The Council shall consist of-

(a) a Chairperson suitably qualified and experienced in the field of busines
s,
finance, accountancy or law to be appointed by the Prime Minister;

(b) a Deputy Governor of the Bank of Mauritius;

(d) the Registrar of Companies;

(e) an elected member of the Mauritius Institute of Professional Accountants
;

(f) an academic from a tertiary education institution, knowledgeable in acco
unting
and financial reporting matters to be appointed by the Minister;

(g) a professional from the financial services sector suitably qualified and

experienced in the field of business, finance or law who shall be appoin
ted by the
Minister;

(h) the Chairperson of the Mauritius Institute of Professional Accountants;
(i) the Chairperson of the Mauritius Institute of Directors.

(2) The Council shall not, at anyone time, consist of more
than 2 members who are licensed
auditors.
(3) The Chairperson of the Mauritius Institute of Professional
Accountants and the
Chairperson of the Mauritius Institute of Directors shall have no voting
rights.

(4) An alternate member may be appointed for every member o
f the Council, except for the
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Chairperson.

(5) Every member shall be paid such fees as the Council may
, with the approval of the
Minister, determine.

8. Disqualification from membership

No person shall be appointed or shall continue to hold office as a membe
r of the Council if he-
(a)
is convicted of an offence involving dishonesty or fraud;
(b)
is incapacitated by physical or mental illness;

9. Term of office

(1) Every member shall, subject to subsections {4) and (5
), hold office for a period of 3
years.

(2) A member may be re-appointed but may not serve for more
than 6 out of every 8 years.

(3) A member whose term has expired shall continue to hold
office until his successor has
been appointed.
(4) In the computation of the total period for which a member h
as held office, any
period during which the member has held office after the expiry of the m
ember’s term
until the appointment of a successor, shall not be taken into account.

(5) The Minister may, when appointing the first Council, ap
point any members for a period of
2 years.
(6) A member may resign from the Council at any time by giving
not less than one
month’s written notice to the Minister.

10. Vacation of office
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The seat of a member shall become vacant –
(a) where he resigns;

(b) where he becomes disqualified from membership under section 8;

(d) where he has been absent without any leave from the Council for 3
consecutive meetings or three quarters of the meetings of the Council du
ring a
financial year; and

(e) in the case of alternate members, if he has been absent without any leav
e
from the Council for 3 consecutive meetings or three quarters of the mee
tings of
the Council for which he was delegated to attend during a financial year
.

11. Filling of vacancies

(1) Any vacancy of the seat of a member referred to in section
7(1)(a), (f) and (g)
shall be filled not later than 15 days from the date of the occurrence o
f the vacancy.
(2) Any person appointed under subsection (1) shall hold offi
ce for the remainder of
the term for which the vacating member was appointed.

12. Meetings of the Council

(1) The Council shall meet as often as is necessary and at leas
t once every 3
months at such time and place as the Chairperson shall determine.
(2) Where at least 3 members give notice to the Chairperson in
writing, to convene
a meeting of the Council for any purpose specified in the notice, the Ch
airperson shall,
within 15 days of the receipt of that notice, convene a meeting for that
purpose.
(3) In the absence of the Chairperson at a meeting of the Counc
il, the members
present shall elect a member to act as Chairperson of the meeting.
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(4) In case of prolonged absence of the Chairperson, the Counci
l may authorise
any member of the Council to exercise any power or perform any function
conferred on
the Chairperson under this Act.
(5) The Council may co-opt a person to assist the Council in de
aling with a specific
matter, where it is satisfied that the person’s experience or qualificat
ions are likely to
help the Council.
(6) A person co-opted under subsection (5) shall be entitled
to take part in the
Council’s proceedings in relation to the specific matter for which he wa
s co-opted and
shall have no right to vote.
(7) Subject to this Act, the Council may determine its own proc
edure generally and,
in particular, regarding the holding of meetings, the notice to be given
of such meetings,
the proceedings thereat, the keeping of minutes, the custody, production
and inspection
of such minutes.

(8) At any meeting of the Council, 5 members shall constitu
te a quorum.

13. Decisions of the Council
(1) Subject to subsection (2), a decision at a meeting of the
Council shall be
adopted by a simple majority of the members present and entitled to vote
and, in case
of an equality of votes, the Chairperson shall have a casting vote.
(2) Every decision of the Council in relation to the suspension
or withdrawal of the
licence of an auditor shall be approved by at least three quarters of me
mbers present
and entitled to vote.

14. The Chief Executive Officer

(1) The Council shall appoint a Chief Executive Officer on such
terms and
conditions as the Council may determine, with the approval of the Minist
er.

(2) The Chief Executive Officer shall be a professional acc
ountant.
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(3) The Chief Executive Officer shall be responsible to the Cou
ncil for the proper
administration and management of the functions and affairs of the Counci
l, in
accordance with the policies laid down by the Council.

(4) The Chief Executive Officer shall –

(a) recruit such employees and consultants on such terms and conditions as m
ay
be approved by the Council for the effective performance of the function
s of the
Council;

(b) prepare the budget and programme of activities of the Council for approv
al;

(d) appoint, on such terms and conditions as he deems fit, suitably qualifie
d and
experienced persons to form part of the panels of experts established un
der
section 17.
(5) The Chief Executive Officer, may, with the approval of the
Council, delegate
any of his functions, and any power delegated to him under section 15, t
o such
employee as may be designated by the Council.
(6) The Chief Executive Officer shall, unless otherwise directe
d by the Council,
attend every meeting of the Council.

15. Delegation of powers

(1) Subject to subsections (2) and (3), the Council may del
egate to the Chief
Executive Officer, or a technical committee of the Council consisting of
employees,
such of its functions and powers under this Act as may be necessary to a
ssist in the
effective management of the Council, except –

(a) the power to enter into any transaction in respect of capital expenditur
e of an
amount exceeding 1,000,000 rupees; and

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(b) the powers of the Council referred to in section 6(2) (b), (d) and
(f).
(2) Subject to subsection (3), no document relating to any tr
ansaction referred to in
subsection (1)(a), shall be executed or signed by or on behalf of th
e Council unless it is
signed by the Chairperson, or in his absence, by any other member appoin
ted by the
Council for that purpose, and the Chief Executive Officer.
(3) In the absence of the Chief Executive Officer, the function
s and powers
delegated to him under subsection (1) shall be exercised by such emplo
yee as may be
designated by the Council for that purpose.
(4) The Council may withdraw or amend the delegation of its pow
ers and functions
made under subsection (1).

16. Committees

(1) The Council may establish one or more committees to ass
ist it in the performance of its
functions.

(2) Any committee established under subsection (1) may, at an
y time, be dissolved
or reconstituted by the Council.
(3) The committee shall consist of such number of persons, whet
her members of
the Council or not, as the Council considers necessary.
(4) Every member of a committee shall be appointed by the Counc
il on such terms
and conditions as it deems fit.

17. Panel of experts

(1) The Council shall, for the purposes of this Act, establ
ish the following panels of experts –

(a) a Standards Setting Panel;

(b) a Financial Reporting Monitoring Panel;

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(c) an Audit Practice Review Panel; and
(d)
an Enforcement Panel.

(2) The Council shall determine the number of persons who m
ay be appointed in respect of
each panel.
(3) The panels shall consist of employees of the Council, and s
uch other persons
not being members of the Council, that the Chief Executive Officer deter
mines are
necessary.

18. Standards Setting Panel

The Standards Setting Panel shall be responsible for developing, renewin
g, improving, and
adopting financial reporting and accounting standards and auditing stand
ards, and for making
appropriate recommendations to the Council on the standards.

19. Financial Reporting Monitoring Panel

The Financial Reporting Monitoring Panel shall be responsible for review
ing, analysing and
identifying any failure on the part of any public interest entity to com
ply with any financial
reporting and accounting standard, code or guideline issued under this A
ct, and with such
other financial reporting and accounting standards as may be specified u
nder the relevant
enactments.
(2) The Financial Reporting Monitoring Panel shall, in the disc
harge of its functions
under subsection (1), inform the public interest entity in writing tha
t it may make
representations to the panel.
(3) Subject to this Act and the rules made by the Council, the
Financial Reporting
Monitoring Panel shall conduct its monitoring exercise in such manner as
it thinks fit.
(4) The Financial Reporting Monitoring Panel shall, where it id
entifies a failure on
the part of the public interest entity, pursuant to the discharge of its
duties under
subsection (1), submit its findings and recommendations to the Enforce
ment Panel for
consideration.
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20. Audit Practice Review Panel

(1) The Audit Practice Review Panel shall-
(a) conduct practice reviews of licensed auditors and audit firms and any ot
her
entity, which assisted or is assisting the licensed auditors or the audi
t firms in
discharging their duties;

(b) determine, when conducting practice reviews, whether a licensed auditor
or
an audit firm has complied with the Code of Professional Conduct and Eth
ics and
any applicable auditing standards, as required under this Act.
(2) The Audit Practice Review Panel shall, when conducting a pr
actice review,
inform the licensed auditor, audit firm, and any other entity which assi
sted or is
assisting the licensed auditor or the audit firm in the discharge of his
or its duties, that
representations may be made to the panel.
(3) The Audit Practice Review Panel shall, pursuant to the disc
harge of its duties
under subsection (1), submit its findings and recommendations to the E
nforcement
Panel for consideration.
(4) Subject to this Act and the rules made by the Council, the
Audit Practice
Review Panel shall conduct its practice review in such manner as it thin
ks fit.

21. Enforcement Panel
(1) The Enforcement Panel shall consider any findings and recom
mendations
referred to it by the Financial Reporting Monitoring Panel, the Audit Pr
actice Review
Panel, or the Council and shall, on the basis of the findings and recomm
endations
determine the appropriate action to be taken.
(2) The Enforcement Panel shall, within 15 days of the receipt
of the findings and
recommendations referred to in subsection (1) notify the public intere
st entity, the
licensed auditor or audit firm, as the case may be, of its decision.

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22. Objections to decisions of Enforcement Panel
Any public interest entity or licensed auditor or audit firm who wishes
to object to the decision
of the Enforcement Panel shall, within 14 days of being notified of the
decision, lodge its or
his objection in writing with the Council, specifying the grounds of obj
ection.

23. Hearing Committee
(1) The Council shall, within 14 days of the receipt of the obj
ection from the public
interest entity, licensed auditor or audit firm, establish an ad-hoc Hea
ring Committee to
consider the grounds of objection raised by the public interest entity,
the licensed
auditor or the audit firm, as the case may be.
(2) The Hearing Committee shall consist of a Chairperson and 2
other members,
who shall have not less than 10 years’ proven experience and knowledge i
n the field of
business, finance, accountancy or law.
(3) The Chairperson and members of the Hearing Committee shall
not, in the
discharge of their functions and duties under this Act, be subject to th
e direction or
control of the Council.
(4) The members of the Hearing Committee shall be appointed by
the Council on
such terms and conditions as it thinks fit.

(5) In considering any ground of objection, the Hearing Com
mittee may require –

(a) the public interest entity, the licensed auditor or the audit firm, as t
he case
may be, to make written representations within a period of 14 days of be
ing
notified; and

(b) any of the panels of experts to provide such clarification as it thinks
fit.
(6) Where the public interest entity, the licensed auditor or t
he audit firm fails to
make written representations to the Hearing Committee within the period
of 14 days,
the Hearing Committee may, on good cause shown by the entity, auditor or
the firm, as
the case may be, extend the delay for making representations under subse
ction (5)(a).
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(7) The Hearing Committee shall make a determination within 60
days of the date
on which the members of the Hearing Committee are appointed.
(8) (a) The Hearing Committee may confirm, amend, vary or quash the
decision of the Enforcement Panel.

(b) Any determination of the Hearing Committee shall be by simple majority o
f the
members of the Committee.

(c) The Hearing Committee shall make a report of its findings and recommenda
tions to
the Council.
(9) The Council shall endorse the recommendation of the Hearing
Committee,
unless it considers that the recommendation is manifestly unreasonable.
(10) The Council shall inform the party having lodged an objectio
n of its final
decision as soon as is reasonably practicable.

24. Rules and codes of practice

(1) The Council shall make and issue such rules or codes of pra
ctice to establish
its procedures and policies for the purpose of regulating licensed audit
ors and financial
reporting by public interest entities.
(2) The Council may revise such rules or codes by revoking, var
ying or adding to
the provisions of the rules or codes of practice, as the case may be.

25. Code of Ethics

The Council shall adopt a Code of Ethics to establish the rules and stan
dards of conduct to
be observed by every member of the Council, Panel, Committee, or an empl
oyee or
consultant of the Council, in the discharge of their respective function
s and duties.

26. Cooperation mechanism

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(1) The Council may enter into a Memorandum of Understanding wi
th such
regulatory body as it considers appropriate in order to exchange or shar
e information
for the purpose of discharging its functions under this Act.
(2) The Council may enter into a Memorandum of Understanding wi
th the Bank of
Mauritius, the Financial Services Commission and the Registrar of Compan
ies for the
purposes of assisting them in the discharge of their functions.

27. Disclosure of information

(1) Every member of the Councilor Committee or a member of a pa
nel of experts,
or an employee of, or a consultant employed by the Council, shall, befor
e he begins to
perform any duties under this Act, take an oath of confidentiality in th
e form set out in
the Third Schedule.

(2) No person who is or has been –

(a)
an employee of, or a consultant employed by, the Council;
(b)
a member of a panel of experts established under section 17; or

(c) a member of the Council or any Committee established under this Act,
shall disclose any information relating to the affairs of the Council or
of any other
person, which he has obtained in the performance of his duties or the ex
ercise of his
functions under this Act, unless such disclosure is made –
(i) with the written authorisation of the person from whom the informa
tion
was obtained or, where the information is the confidential information o
f a
third person, with the written authorization of such person;
(ii) for the purpose of the administration or enforcement of this Act; or
(iii) in compliance with the requirement of any Court or the provision
s of any enactment.

(3) No person who is or has been –
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(a) an employee of, or a consultant employed by, the Council;

(b) a member of a panel of experts established under section 17; or
(c) a member of the Council or any Committee established under this Act,
shall, for his own personal benefit or for the personal benefit of any o
ther person, make
use of any information, whether directly or indirectly, which has been o
btained by him in
the performance of his duties or the exercise of his functions.
(4) For the purposes of this section, “disclosing or making use
of any information”
includes permitting any other person to have access to any record, docum
ent or other
thing which is in his possession or under his control by virtue of his b
eing or having
been a member of the Council or Committee, or a member of a panel of exp
erts, or an
employee of or a consultant employed by the Council.
(5) Any person who contravenes this section shall commit an off
ence and shall, on
conviction, be liable to a fine not exceeding 100,000 rupees and to impr
isonment for a
term not exceeding 12 months.

28. Protection from liability
No liability, civil or criminal, shall attach to the Council, any member
of the Council or of a
Committee or a panel of experts or any employee of the Council in respec
t of any loss arising
from the exercise in good faith by the member of the Council or Committe
e or panel, or the
employee of the Council in the performance of his or its duties or the e
xercise of his or its
functions.

29. Accountability of Council
(1) The Council shall, subject to subsection (5), submit to t
he Minister an annual
report on its affairs and functions during that financial year, within 4
months of the close
of its financial year, and such report shall include –

(a) a copy of its audited annual financial statements, together with the rep
ort of
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the Director of Audit thereon;
(b) an overview of the activities of the Council;

(d) a profile of the members of the Council, their attendance of meetings of
the
Council, and their remuneration; and

(e) a profile of the Chief Executive Officer, the senior employees and membe
rs of
the Committees and Panels, and their respective remuneration.
(2) The Council shall ensure that its annual financial statemen
ts are prepared in
accordance with the standards set out under this Act or any regulation m
ade under the
Act.

(3) The annual financial statements of the Council shall be
audited by the Director of Audit.
(4) The Minister shall, at the earliest available opportunity,
lay a copy of the annual
report before the National Assembly.
(5) The period starting from the commencement of this Act to 30
June in the next
year shall be deemed to be the first financial year.

30. Funding
(1) The Council shall establish a General Fund into which all m
onies received by
the Council shall be paid, and out of which all payments and charges on
the Council
shall be effected.

(2) The Council shall derive its funds from –

(a) funds allocated to it by the Government,

(b) fees or other charges levied under this Act; and
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(c) such other source as may be approved by the Minister.
(3) The Council shall, not later than 3 months before the comme
ncement of each
financial year, submit to the Minister an estimate of its income and exp
enditure for that
financial year.

31. Exemptions

Notwithstanding any other enactment, the Council shall be exempt from th
e payment of any
duty, levy, charge, fee, rate or tax.

32. Powers of Minister

The Minister may give such directions to the Council, not inconsistent w
ith the provisions of
this Act, as he considers necessary in the public interest and the Counc
il shall comply with
those directions.

PART III – LICENSING OF AUDITORS

33. Licensing of auditors
(1) No person shall hold any appointment, or offer any services
for remuneration,
as an auditor, unless he holds a licence under this Act.

(2) Every person who wishes to obtain a licence shall make
a written application to the
Council.
(3) An application made under subsection (2) shall be accompa
nied by such fees
and such information as the Council may require.

(4) Where, after consideration of an application, the Counc
il is satisfied that the applicant –

(a) holds a practising certificate issued by the Mauritius Institute of Prof
essional
Accountants under section 55(2);
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(b) is a fit and proper person; and
(c) meets such requirements as may be specified in the rules of the Council,

the Council shall issue a licence to the applicant authorising him to pr
actise as an auditor.
(5) The Council shall enter the name of the licensed auditor an
d such particulars as
it considers relevant, in the Register of Licensed Auditors.
(6) Any person who contravenes subsection (1) shall commit an
offence and shall,
on conviction, be liable to a fine not exceeding 500,000 rupees and to i
mprisonment for
a term not exceeding 2 years.

34. Duration of licence

(1) Every licence issued under section 33 shall be valid fo
r such period as the Council may
determine.
(2) Every licensed auditor who wishes to renew his licence shal
l, not later than 3
months before the expiry of the licence, make a written application to t
he Council in
such form and manner as the Council may determine.
(3) Where the Council is satisfied that the applicant continues
to meet the
requirements for the issue of a licence, the Council shall renew the lic
ence.
(4) Where the Council has not dealt with an application for the
renewal of a licence
under subsection (2) before the expiry of the licence, the licence sha
ll continue to be in
force until the application for renewal is dealt with and any renewal in
such case shall
be taken to have commenced from the day when the licence would have expi
red but for
the renewal.

35. Audit practice by a firm
(1) No licensed auditor shall practise as an auditor, on his ow
n account, or in
partnership with other persons, in the name of a firm unless the name of
the firm has
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been approved by the Council.
(2) Any licensed auditor who wishes to practise in the name of
a firm shall apply in
writing to the Council in such form and manner as the Council may requir
e, for the
approval of the name of the firm.
(3) An application made under subsection (2) shall be accompa
nied by such fees
as the Council may determine and such information as the Council may req
uire.
(4) The Council shall not approve the proposed name or any prop
osed change in
the name of an audit firm where the proposed name or proposed change in
the name –

(a) is the same as a firm name already approved by the Council;

(b) so closely resembles a firm name that it is likely to cause confusion;

(d) is in breach of the Business Registration Act 2002.
(5) Where a licensed auditor provides auditing services in part
nership with other
persons in a firm, the firm shall submit to the Council, at the end of e
ach calendar year,
a list of the names of the partners who are licensed auditors and those
partners who
are not licensed auditors.
(6) Where a licensed auditor or any other partner resigns or jo
ins a firm, the firm
shall forthwith inform the Council in writing of that fact.

36. Change of name
(1) Every licensed auditor and audit firm shall, where there is
a change in his name
or the name of the firm as the case may be, or in any of his or its part
iculars recorded in
the Register of Licensed Auditors, notify the Council of such change wit
hin 30 days of
the change occurring, in such manner as the Council may require.

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(2) Any person who fails, without reasonable excuse, to comply
with subsection (1)
shall commit an offence and shall, on conviction, be liable to a fine no
t exceeding
100,000 rupees.

37. Unauthorised audit practice

No licensed auditor shall-

(a) employ a person who has been suspended from practising as a licensed
auditor or a public accountant to carry out work in connection with his
audit
practice, unless the Council has consented to such employment;

(b) practise under the name of a firm, unless prior notification has been ma
de to the
Council –
(i) in the case of a partnership, of the first names and initials of t
he partners of the firm;
(ii)
where a letterhead is used, of a copy of the. letterhead;
(iii)
where the name of the firm is similar to, or includes the name of a
regional or international network, or where the name of the firm mention
s
that it is part of a network in its letterhead or any other document, th
e
nature of such association or relationship with the regional or internat
ional
network; and

(c) sign any account, statement, report or other document which purports to
represent work performed by the licensed auditor, unless he is satisfied
and is
prepared to take full responsibility for the work done.

38. Refusal to license auditors
Where the Council refuses to issue a licence to an applicant under secti
on 33 or 35, it shall,
by notice in writing, inform the applicant of its refusal as soon as pra
cticable.

39. Auditor’s report and opinion

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(1) Where an auditor makes a report on the financial statements
of an entity which
he has audited, he shall express a clear written opinion in his report,
giving details as to
whether –

(a) the financial statements as a whole give a true and fair view of the mat
ters to
which they relate; and

(b) the financial statements comply with –
(i)
this Act, or any other relevant enactment; and
(ii)
the financial reporting and accounting standards.
(2) No licensed auditor shall, in his report, express an opinio
n unless he has
complied with the auditing standards issued by the Council under section
73.
(3) Where, in the annual report of the entity, the directors di
sclose the extent of
compliance with the Code of Corporate Governance, the auditor shall repo
rt whether
the disclosure is consistent with the requirements of the Code.

40. Material irregularity
(1) Where, during the course of the audit of a public interest
entity, a licensed
auditor is satisfied, or has reason to believe, that a material irregula
rity has taken or is
taking place, he shall, without delay –

(a) notify in writing the officers and all the members of the Board of the p
ublic
interest entity of the irregularity, by giving particulars of the irregu
larity; and
(b) request every person referred to in paragraph (a), either individually
or
collectively, to take such action as he may deem necessary, and to ackno
wledge
receipt in writing of the notice.
(2) The licensed auditor shall, within 30 days of the issue of
notice referred to
under subsection (1), notify the Council and the Mauritius Institute o
f Professional
Accountants of the material irregularity referred to in subsection (1)
, together with such
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other information as he deems fit, unless he is satisfied that the offic
ers or the members
of the Board of the public interest entity referred in subsection (1),
have taken adequate
steps to remedy the irregularity.

41. Independence of auditor

An auditor shall carry out his functions in full independence and shall
not –

(a) act in any manner contrary to the Code of Professional Conduct and Ethic
s; or

42. Conflict of interest
Where an auditor considers that he may have a conflict of interest in re
lation to an entity for
which he has been engaged as an auditor, he shall disclose to the entity
the nature of the
conflict of interest in order for the entity to determine the extent of
the conflict and to decide
whether to continue retaining the services of the auditor.

43. Sanctions on licensed auditors

(1) The Council may either cancel or suspend a licence granted
to an auditor under
section 33 where the auditor-

(a)
has obtained the licence by fraud or misrepresentation;
(b)
no longer satisfies the requirements of section 33;
(c) has acted in breach of this Act or any rule made by the Council.
(2) Notwithstanding subsection (1), where a licensed auditor
has committed a
breach of this Act or any rule made by the Council, the Council may issu
e a warning to
the licensed auditor.

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PART IV – THE MAURITIUS INSTITUTE OF PROFESSIONAL ACCOUNTANTS

44. Establishment of Mauritius Institute of Professional Acco
untants

(1) There is established for the purposes of this Act, the
Mauritius Institute of Professional
Accountants.

(2) The Mauritius Institute of Professional Accountants sha
ll be a body corporate.

45. Objects of Mauritius Institute of Professional Accountant
s

The objects of the Mauritius Institute of Professional Accountants shall
be to –
(a)
supervise and regulate the accountancy profession; and
(b)
promote the highest standards of professional and business conduct of,
and enhance the quality of services offered by, professional accountants
.

46. Functions of Mauritius Institute of Professional Accounta
nts

(1) The Mauritius Institute of Professional Accountants sha
ll-

(a) establish, publish and review a Code of Professional Conduct and Ethics
for
professional accountants, which shall be consistent with and contain all
the
principles of IFAC’s Code of Ethics for Professional Accountants;
(b) keep and maintain –
(i)
a Register of Professional Accountants;
(ii)
a Register of Public Accountants;
(iii)
a Register of Member Firms; and
(iv) such other registers as the Mauritius Institute of Professional
Accountants may deem necessary for the purposes of this Act;
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(c) lay down the requirements for its membership;

(d) consider any application for registration as made under this Act;

(e) conduct, or arrange for the conduct of, such examinations as it thinks
necessary for the purposes of registering professional accountants;

(f) require any person registered under this Act to follow such continuing
professional educational programmes as it may determine;

(g) inquire into any written complaint made against any professional account
ant,
either on its own initiative or at the request of any person;

(h) institute disciplinary actions for any breach of the Code of Professiona
l
Conduct and Ethics, the rules of the Mauritius Institute of Professional

Accountants, and the provisions of this Act and regulations made under t
he Act;

(i) prepare the rules of the Mauritius Institute of Professional Accountants
;

(j) issue all certificates and notices required to be issued under this Act;
and
(k) perform such other duties or functions as it deems necessary to promote
the
highest professional standards among, and improve the quality of profess
ional
services offered by, its members.
(2) Where the Mauritius Institute of Professional Accountants h
as been notified of a
material irregularity pursuant to section 40(2), and is satisfied that
an offence has been,
is being, or is likely to be committed, it shall take appropriate discip
linary actions
against its members, as the case may be, and report the matter to the re
levant
authorities.

47. Board of Mauritius Institute of Professional Accountants

(1) The Mauritius Institute of Professional Accountants shall b
e administered and
managed by a Board in accordance with this Act and its rules.
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(2) Subject to subsection (5), the Board of the Mauritius Ins
titute of Professional
Accountants shall consist of not more than 7 members who shall be electe
d by the
General Assembly.
(3) The Board of the Mauritius Institute of Professional Accoun
tants shall elect
amongst its members a Chairperson and 2 Vice-Chairpersons.
(4) No person shall be eligible to be a member of the Board of
the Mauritius
Institute of Professional Accountants, unless he is a member of the Maur
itius Institute
of Professional Accountants.
(5) The Board of the Mauritius Institute of Professional Accoun
tants shall consist of
not more than 2 members of any one of the professional accountancy bodie
s.
(6) Every member of the Board of the Mauritius Institute of Pro
fessional
Accountants shall hold office for a period of 3 years on such terms and
conditions as
may be provided in the rules of the Mauritius Institute of Professional
Accountants and
shall be re-eligible for appointment for not more than 3 terms.
(7) The Board shall appoint one-third of the Members of the fir
st Board for a period
of one year, of 2 years, and of 3 years respectively to ensure continuit
y of the Board of
the Mauritius Institute of Professional Accountants.

48. Meetings of the Board

(1) The Board of the Mauritius Institute of Professional Accoun
tants shall meet as
often as is necessary and at least once every month, and at such time an
d place as the
Chairperson shall determine.
(2) In the absence of the Chairperson at a meeting of the Board
of the Mauritius
Institute of Professional Accountants, the members present shall elect a
member to act
as Chairperson for that meeting.
(3) The Board of the Mauritius Institute of Professional Accoun
tants may co-opt
such other person as may be of assistance in relation to any matter befo
re the Board of
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the Mauritius Institute of Professional Accountants.
(4) A person co-opted under subsection (3) shall be entitled
to take part in the
Board’s proceedings in relation to the specific matter for which he was
co-opted, and
shall have no right to vote.
(5) At any meeting of the Board of the Mauritius Institute of P
rofessional
Accountants, 4 members shall constitute a quorum.

49. Powers of the Board

(1) The Board of the Mauritius Institute of Professional Accoun
tants shall have
power to do anything for the purpose of discharging the functions of the
Mauritius
Institute of Professional Accountants under this Act, or under the rules
of the Mauritius
Institute of Professional Accountants.
(2) Without prejudice to the generality of subsection (1) but
subject to this Act, the
powers of the Board shall include the power to –

(a) enter into such contracts as may be necessary or expedient for the purpo
se of
discharging its functions;

(b) become a member of, an affiliate of, an international body, the function
s or
objects of which are similar to or connected with those of the Mauritius
Institute of
Professional Accountants;

(c) establish and administer such systems or schemes as the Mauritius Instit
ute
of Professional Accountants may consider necessary or expedient for the
discharge of its functions;

(d) engage in any activity, either alone or in conjunction with any other
organisation or agency, whether local or international, that is connecte
d with or
that is conducive to the discharge of its functions;

(e) impose such fees and charges as maybe necessary in the discharge of its
functions under this Act;
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(f) recognise any accountancy qualifications, as are in the opinion of the B
oard,
equivalent to those of a member of the professional accountancy body; an
d

(g) do such other acts as are incidental or necessary to any of its function
s and
powers.

50. Registers

(1) The Mauritius Institute of Professional Accountants sha
ll –

(a) record in the Register of Professional Accountants the name and all rele
vant
particulars of every registered professional accountant;
(b) record in the Register of Public Accountants the name and all relevant
particulars of every registered public accountant;

(d) record such other information in the appropriate register, as it deems n
ecessary;
and

(e) publish, not later than 3 months after the end of its financial year, in
the
Gazette, and for 3 consecutive days, in not less than 2 daily newspapers, an
annual list of professional and public accountants, and names of member
firms.
(2) The Register of Professional Accountants, the Register of P
ublic Accountants
and the Register of Member Firms shall at all reasonable times be availa
ble for
inspection by any person, on payment of such fee as may be approved by t
he Mauritius
Institute of Professional Accountants.

51. Registration of professional accountants

(1) No person shall hold himself out as a professional accounta
nt, or use any
description or designation likely to create the impression that he is a
professional
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accountant, unless he is registered as a professional accountant with th
e Mauritius
Institute of Professional Accountants.

(2) Every member of –

(a) the Institute of Chartered Accountants in England and Wales;

(b) the Institute of Chartered Accountants of Scotland;

(e) the Institute of Chartered Accountants of India;

(f) the Chartered Institute of Management Accountants; and

(g) the South African Institute of Chartered Accountants,
shall apply to the Mauritius Institute of Professional Accountants to be
registered as a
professional accountant.
(3) A person who is a member of a professional accountancy body
other than
those referred to in subsection (2), and –

(a) satisfies the requirements relating to qualifications in the field of ac
countancy; and

(b) has a minimum of 3 years’ practical experience in the field of accountan
cy,
may apply to the Mauritius Institute of Professional Accountants, to be
registered as
professional accountant in such form or manner as the Mauritius Institut
e of
Professional Accountants may determine.
(4) An application made under this section shall be accompanied
by such fees and
such information as the Mauritius Institute of Professional Accountants
may determine.

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(5) The Mauritius Institute of Professional Accountants shall r
egister the applicant
as a professional accountant and enter his name and such particulars as
the Mauritius
Institute of Professional Accountants considers relevant, in the Registe
r of Professional
Accountants where the applicant –

(a) is a citizen of Mauritius, or where he is a non-citizen, he holds a work
permit
or is legally exempted from holding a work permit;

(b) is a member of a professional accountancy body;
(c) is of good character and has not been convicted of an offence involving
fraud
or dishonesty in any country;

(d) has successfully undergone such examination or assessment as the Mauriti
us
Institute of Professional Accountants may deem fit for the purpose of de
termining
whether he possesses adequate professional accountancy knowledge and ski
lls;
and

(e) has paid such fees as the Mauritius Institute of Professional Accountant
s may
determine.

52. Registration of public accountants
(1) Every professional accountant who intends to practise as a
public accountant
shall apply in writing to the Mauritius Institute of Professional Accoun
tants in such form
and manner as the Mauritius Institute of Professional Accountants may re
quire.
(2) An application made under subsection (1) shall be accompa
nied by such fees
and such information as the Mauritius Institute of Professional Accounta
nts may
require.
(3) The Mauritius Institute of Professional Accountants shall r
egister an applicant
under subsection (1) as a public accountant and enter his name and suc
h particulars as
the Mauritius Institute of Professional Accountants considers relevant i
n the Register of
Public Accountants, where it is satisfied that the applicant –

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(a) meets the requirements laid down in the rules of the Mauritius Institute
of
Professional Accountants;

(b) has made such arrangements as may be provided in the rules of the Maurit
ius
Institute of Professional Accountants, for continuing professional educa
tion;

(c) is a fit and proper person;
(d) has the necessary competence to practise as a public accountant and a
period of more than 2 years has elapsed between the date he has undertak
en
any education and training as provided by the rules of the Mauritius Ins
titute of
Professional Accountants and the date of the application.
(4) The Mauritius Institute of Professional Accountants may, re
quire, as a condition
for a public accountant to be allowed to remain in practice, that the pu
blic accountant
comply with any continuing educational and professional requirements as
may be
specified in the rules of the Mauritius Institute of Professional Accoun
tants.

53. Refusal to register professional or public accountants
(1) On receipt of an application under section 51 or 52, the Ma
uritius Institute of
Professional Accountants may-

(a) refuse to register an applicant as a professional accountant where the a
pplicant –
(i) does not satisfy any of the requirements specified in section 51(
5); or
(ii) is otherwise unfit to be registered as a professional accountant;

(b) refuse to register an applicant as a public accountant where the applica
nt –
(i) has had his licence or approval to practise as a public accountant

withdrawn, suspended, cancelled or revoked in any country; or
(ii) is otherwise unfit to be registered as a public accountant.

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(2) Where the Mauritius Institute of Professional Accountants r
efuses to register an
applicant under this section, it shall inform the applicant in writing o
f its refusal as soon
as is reasonably practicable.

54. Registration of member firms
(1) Every firm which provides or intends to provide professiona
l services shall
apply for registration to the Mauritius Institute of Professional Accoun
tants.
(2) An application under subsection (1) shall be made in writ
ing to the Mauritius
Institute of Professional Accountants in such form and manner as the Mau
ritius Institute
of Professional Accountants may determine.
(3) The Mauritius Institute of Professional Accountants shall r
egister the firm and
enter its name and such particulars as it considers relevant in the Regi
ster of Member
Finns, upon being satisfied that -.

(a) at least half of the partners of the firm are registered with the Maurit
ius
Institute of Professional Accountants;

(b) there is a written undertaking by the applicant firm and the partners
individually that they shall be bound by the disciplinary provisions of
the rules of
Mauritius Institute of Professional Accountants;

(c) the applicant firm holds a professional indemnity insurance, or provides
such
other financial guarantee as the Mauritius Institute of Professional Acc
ountants
may from time to time determine.

55. Certificate of registration and practising certificate

Where the Mauritius Institute of Professional Accountants registers –

(a)
a person as a professional accountant,
(b)
a firm as a member firm,

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SPECIAL LEGAL SUPPLEMENT 1059
it shall issue to the person or the firm, as the case may be, a certific
ate of registration.
(2) Where the Mauritius Institute of Professional Accountants r
egisters a person as
a public accountant, it shall issue to him a practising certificate.
(3) A certificate of registration and a practising certificate
shall be issued in such
form and upon payment of such fees as may be determined by the Mauritius
Institute of
Professional Accountants.

56. Cancellation or suspension of registration
(1) The Mauritius Institute of Professional Accountants may eit
her suspend or
cancel the registration of a professional accountant, a public accountan
t or a member
firm, and order the removal of his or its name from the relevant registe
r where –

(a) the person or firm has obtained its registration by fraud or misrepresen
tation;

(b) the person or firm no longer satisfies or has acted in breach of any rul
e of the
Mauritius Institute of Professional Accountants; and

(c) the registration of that person has been suspended or cancelled by a
professional accountancy body of which he is a member;

(d) the person or firm has acted in breach of the provisions of this Act.
(2) Where the Mauritius Institute of Professional Accountants c
ancels a practising
certificate, it may also cancel the membership of Mauritius Institute of
Professional
Accountants of the holder of the practicing certificate.
(3) Where the Mauritius Institute of Professional Accountants s
uspends a
practising certificate, it may suspend the membership of the holder of t
he practising
certificate of the Mauritius Institute of Professional Accountants for t
he period for which
the certificate has been suspended.

57. Renewal of registration

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(1) Any person wishing to renew his practising certificate upon
expiry thereof may,
not less than one month before the date of expiry, make an application t
o the Mauritius
Institute of Professional Accountants for the renewal of the certificate
in such form as
may be approved by the Mauritius Institute of Professional Accountants.
(2) Any member firm wishing to renew its certificate of – regis
tration upon expiry
thereof may, not less than one month before the date of expiry, make an
application to
the Mauritius Institute of Professional Accountants for the renewal of t
he certificate in
such form as may be approved by the Mauritius Institute of Professional.
Accountants.
(3) An application under subsections (1) and (2) shall be a
ccompanied by such
fees and such information as the Mauritius Institute of Professional Acc
ountants may
require.

58. Change in particulars of Register
Every registered accountant and member firm shall, whenever there is a c
hange in his or its
name or in any of his or its particulars in the Register of Professional
Accountants, the
Register of Public Accountants and the Register of Member Firms, as the
case may be, notify
the Mauritius Institute of Professional Accountants of such change withi
n 30 days of the
change occurring in such manner as the Mauritius Institute of Profession
al Accountants may
require.

59. Rules of Mauritius Institute of Professional Accountants
(1) The Mauritius Institute of Professional Accountants shall p
repare and issue
such rules as it considers appropriate.

(2) The rules shall be binding on every member of the Mauri
tius Institute of Professional
Accountants.

(3) The rules shall deal with matters relating to the –

(a) terms and conditions of the membership of Mauritius Institute of Profess
ional
Accountants;

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SPECIAL LEGAL SUPPLEMENT 1059
(b) procedures to institute disciplinary proceedings;

(c) circumstances and conditions for an appeal against a decision of the Mau
ritius
Institute of Professional Accountants;

(d) requirements for public practice;

(e) conduct of the meetings of the Mauritius Institute of Professional Accou
ntants;

(f) need for continuous training and education for both professional and pub
lic
accountants; and

(g) imposition of fees.
(4) The rules of the Mauritius Institute of Professional Accoun
tants may, from time
to time, be amended as the General Assembly may approve.

60. Fund and property of Mauritius Institute of Professional Accou
ntants

(1) The Mauritius Institute of Professional Accountants shall e
stablish a fund into
which all money received by it shall be paid, and out of which all payme
nts and charges
on the Mauritius Institute of Professional Accountants shall be effected
.
(2) The Board of the Mauritius Institute of Professional Accoun
tants may, for the
purposes of subsection (1) –

(a) levy such charges or fees as may be reasonable, to register its members
and
to provide services and facilities to its members;
(b) receive donations, gifts, grants, subsidies and contributions from any s
ource; and

(3) The Mauritius Institute of Professional Accountants may
, with the approval of the General
Assembly –

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(a) invest its funds in such manner as it thinks fit; and
(b)
engage in any financial activity or participate in any financial arrange
ment
for the purpose of managing or hedging against any financial risk that a
rises or is
likely to arise from such investment.
(4) For the discharge of its functions under this Act or under
any other enactment,
the Mauritius Institute of Professional Accountants may, from time to ti
me, with the
approval of the General Assembly, raise loans from banks and other finan
cial
institutions by mortgage, overdraft or otherwise.

61. Accountability of Mauritius Institute of Professional Acc
ountants
(1) The Mauritius Institute of Professional Accountants shall k
eep proper accounts
and records of its transactions and affairs and shall do all things nece
ssary to ensure
that all payments out of its moneys are correctly made and properly auth
orised and that
adequate control is maintained over the assets of, or in the custody of,
the Mauritius
Institute of Professional Accountants and over the expenditure incurred
by the Mauritius
Institute of Professional Accountants.

(2) The Mauritius Institute of Professional Accountants sha
ll-

(a) within 3 months of the close of its financial year, submit to its member
s an
annual report on its affairs and functions during that financial year, w
hich shall
include –
(i) a copy of its audited annual financial statements;
(ii) an overview of the activities of the Mauritius Institute of Profe
ssional Accountants;
(iii) an account of the extent to which the objects of the Mauritius I
nstitute of
Professional Accountants have been achieved in that financial year;
(iv) a profile of Board Members of the Mauritius Institute of Professi
onal
Accountants, and their attendance of meetings of the Mauritius Institute
of
Professional Accountants; and
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SPECIAL LEGAL SUPPLEMENT 1059
(v) such other matters as the Board of the Mauritius Institute of Prof
essional
Accountants may determine to maintain public confidence in the
accountancy profession;

(b) file a copy of the annual report referred to in paragraph (a) with the
Council
within 3 months of the close of its financial year.
(3) The period starting from the commencement of this Act to 30
June in the
following year shall be the first financial year.

62. Appointment of auditor
(1) The Mauritius Institute of Professional Accountants shall,
at each Annual
General Assembly appoint an auditor who shall hold office until its next
Annual General
Assembly.
(2) Where the auditor appointed under subsection (I) is incap
able, for any reason,
to hold his office, the Board may appoint another person to audit the ac
counts of the
Mauritius Institute of Professional Accountants.

(3) A person shall not be eligible for appointment under su
bsection (1) unless he is a
licensed auditor.

(4) No person shall be qualified to be appointed as an audi
tor where he is –

(a) a member of the Board of the Mauritius Institute of Professional Account
ants; or

(b) a partner of a member of the Board of the Mauritius Institute of Profess
ional
Accountants;
(5) The remuneration of the auditor shall be determined by the
Mauritius Institute of
Professional Accountants at its General Assembly.

PART V – THE NATIONAL COMMITTEE ON CORPORATE GOVERNANCE
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63. Establishment of National Committee on Corporate Governan
ce

There is established for the purposes of this Act the National Committee
on Corporate Governance.

64. Objects of the National Committee on Corporate Governance

The objects of the National Committee on Corporate Governance shall be t
o –
(a)
establish principles and practices of corporate governance;
(b)
promote the highest standards of corporate governance;

(d) act as the national coordinating body responsible for all matters pertai
ning to
corporate governance.

65. Functions of the National Committee on Corporate Governan
ce

The National Committee on Corporate Governance shall –

(a) assess the needs for corporate governance in the public and private sect
ors;
(b) organise and promote the organisation of workshops, seminars and trainin
g in
the field of corporate governance;

(c) issue the Code of Corporate Governance and guidelines, and establish a
mechanism for the periodic re-assessment of the Code and guidelines;

(d) provide assistance and guidance in respect of the adoption of good corpo
rate
governance; and

(e) establish links with regional and international institutions engaged in
promoting corporate governance;

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(f) co-operate with the Council and with any other person or institution in
order to fulfil
its objects;

(g) set up the Mauritius Institute of Directors;

(h) advise the Minister on any matter relating to corporate governance.

66. Composition of the National Committee on Corporate Govern
ance
(1) The National Committee on Corporate Governance shall consis
t of a
Chairperson, and not more than 10 other members, who shall be appointed
by the
Minister, from amongst persons having wide experience or expertise in le
gal, financial,
corporate and business matters.
(2) Every member of. the National Committee on Corporate Govern
ance shall hold
office for a period of3 years on such terms and conditions as the Minist
er may
determine, and shall be eligible for reappointment.
(3) The National Committee on Corporate Governance may co-opt a
ny person who
may be of assistance in relation to any matter before it.
(4) The appointment of any member of the National Committee on
Corporate
Governance may be terminated by the Minister on any of the grounds speci
fied in
section 37 (3)(b) (i), (iii), (iv) and (v) of the Interpretation and General Clauses Act.

(5) Every member shall be paid such fees as the Minister ma
y determine.

67. Meetings of National Committee on Corporate Governance
(1) The National Committee on Corporate Governance shall meet a
s often as is
necessary but not less than once every 3 months, and at such time and pl
ace as the
Chairperson may determine.
(2) The National Committee on Corporate Governance shall, subje
ct to this Act,
regulate its meetings and its procedures at meetings in such manner as i
t thinks fit.

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(3) In the absence of the Chairperson at a meeting of the Natio
nal Committee on
Corporate Governance, the members present shall elect a member to act as

Chairperson for that meeting.

68. Funding of National Committee on Corporate Governance

(1) The National Committee on Corporate Governance may receive
any money
appropriated from the Consolidated Fund and any other money lawfully acc
ruing to the
National Committee on Corporate Governance from any other source.
(2) The National Committee on Corporate Governance shall establ
ish a General
Fund into which all money received by it, and out of which, all payments
required to be
made by it, shall be paid.
(3) The National Committee on Corporate Governance shall, not l
ater than 3
months before the commencement of each financial year; submit to the Min
ister its plan
of action and an estimate of its expenditure for that financial year.

69. Accountability of National Committee on Corporate Governa
nce
(1) The National Committee on Corporate Governance shall, withi
n 3 months of the
close of its financial year, submit to the Minister a report on its affa
irs and functions
during that financial year.

(2) The report referred to in subsection (1) shall includ
e-

(a) an overview of the activities of the National Committee on Corporate Gov
ernance;
and

(b) an account of the extent to which the objectives set by this Act had bee
n
achieved in that financial year by the National Committee on Corporate
Governance.

(3) A copy of the report shall be filed with the Council wi
thin. 3 months of the close of its
financial year.

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70. Objects of Mauritius Institute of Directors

The Mauritius Institute of Directors shall –
(a) promote the highest standards of corporate governance, and of business a
nd
ethical conduct of directors serving on the boards of companies and stat
e-owned
enterprises;

(b) assess the needs of directors and organise conferences, seminars, worksh
ops and
training; and

(c) co-operate with the Council and the National Committee on Corporate
Governance and with other institutions and organisations having objects
similar to
those of the Mauritius Institute of Directors in order to fulfil its obj
ects.

71. Annual report of Mauritius Institute of Directors
(1) The Mauritius Institute of Directors shall file a copy of i
ts annual report with the
Council and the National Committee on Corporate Governance within 3 mont
hs of the
close of its financial year.

(2) The annual report shall include –

(a) the audited annual financial statements; and

(b) an overview of the activities of the Mauritius Institute of Directors du
ring that
financial year.
(3) The period starting from the commencement of this Act to 30
June in the
following year shall be the first financial year.

PART VI – SETTING OF STANDARDS AND MONITORING

72. Financial reporting and accounting standards

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(1) The Council shall develop, issue and keep up-to-date financ
ial reporting and
accounting standards, and ensure consistency between the standards issue
d and the
International Financial Reporting Standards.
(2) The Council shall specify, in the financial reporting and a
ccounting standards,
the minimum requirements for recognition, measurement, presentation and
disclosure
in annual financial statements, group annual financial statements or oth
er financial
reports which every public interest entity shall comply with, in the pre
paration of
financial statements and reports.
(3) The Council shall specify in the financial reporting and ac
counting standards,
the minimum requirements for recognition, measurement, presentation and
disclosure
in annual financial statements, group annual financial statements or oth
er financial
reports, with which every entity, other than a public interest entity, s
hall comply in the
preparation of its financial statements and reports.

73. Auditing standards
(1) The Council shall develop, issue and keep up-to-date auditi
ng standards, and
ensure consistency between the standards issued and the auditing standar
ds and
pronouncements of the International Auditing and Assurance Standards Boa
rd.

(2) The Council may issue rules and guidelines for the purp
ose of implementing the auditing
standards.

(3) Every licensed auditor shall, in the exercise of his pr
ofession, comply with –

(a) such minimum requirements as shall be specified by the Council in the au
diting
standards;

(b) any rule and guideline issued under this Act.

74. Publication of standards
(1) Where the Council intends to publish or amend any financial
reporting and
accounting standards or any auditing standards, it shall cause a notice
to be published
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SPECIAL LEGAL SUPPLEMENT 1059
in –

(a) the Gazette; and

(b) not less than 2 daily newspapers for 3 consecutive days,
inviting comments from all interested persons.
(2) Any person who wishes to submit any comment shall, within 2
1 days of the last
date of the publication specified in subsection (1), submit his commen
ts in writing to the
Council.
(3) The Council may, in deciding whether to approve the standar
ds or their
amendments, have regard to any comment submitted under subsection (2).

75. Compliance by public interest entities
Where any public interest entity is required to prepare any financial st
atement or report under
any enactment, it shall ensure that the financial statement or report is
in compliance with the
financial reporting requirements of any other relevant enactment, the fi
nancial reporting and
accounting standards issued by the Council under section 72, regulations
made under this
Act, and the rules of the Council.

76. Monitoring of financial statements and reports

(1) The Council, or any officer authorised by it in writing, ma
y review the financial
statements and reports of a public interest entity filed with any govern
ment department
or authority to determine whether the financial statements and reports a
re in
compliance with this Act.

(2) The Council, or any officer authorised by it in writing
, may, seek further information or
clarification from –

(a) any director of a public interest entity;

(b) any employee of a public interest entity responsible for preparing the f
inancial
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SPECIAL LEGAL SUPPLEMENT 1059
statements and reports; and

(c) any auditor responsible for the audit of the financial statements of tha
t public
interest entity.
(3) Where a public interest entity files any financial statemen
t and report with any
government department or authority, the public interest entity shall als
o file a copy of
the financial statement and report with the Council, in such manner as m
ay be set out
in the rules of the Council.
(4) Nothing in this section shall be taken to compel the produc
tion by any public
interest entity, its employee and the auditor responsible for the audit
of the financial
statements, of any book, document, record or material containing –

(a) any information which is confidential under the Banking Act or any other

enactment; and

(b) a privileged communication by or to a legal practitioner in that capacit
y,

except in so far as the disclosure of the information is made according
to law.

77. Practice review of auditors
(1) The Council, or any officer authorised by it in writing, ma
y review the practice of
an auditor and may, for that purpose-

(a) inspect any relevant book, document and record in the possession, or und
er
the control of the auditor, his partner or employee and make copies of o
r take any
abstract of or extract from any such book, document and record; and

(b) seek information or clarification from any partner or employee of the au
ditor.
(2) Subject to subsection (3), every auditor shall, at the re
quest. of the Council, or
any officer authorised by it in writing, produce any relevant book, docu
ment or record in
his possession or under his control for the purposes of subsection (1)
.

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(3) Nothing in this section shall be taken to compel the produc
tion by an auditor of
a book, document, record or material containing –

(a) any information which is confidential under the Banking Act or any other

enactment; and

(b) a privileged communication by or to a legal practitioner in that capacit
y,
except in so far as the disclosure of the information is made according
to law.

78. Power of investigation

(1) The Council may investigate or cause to be investigated
–

(a) any complaint of dishonest practice, negligence, professional misconduct
, or
malpractice made against a licensed auditor; or
(b) any breach of the Code of Professional Conduct and Ethics by a licensed
auditor;
or

(2) Where the Council investigates a complaint –
(a) it shall notify the auditor whose conduct, act or omission is under inve
stigation
of the nature of the complaint;

(b) it may summon and hear the auditor;

(d) it may call for relevant documents and make such copies thereof as it th
inks fit; and

(e) it may review any financial statement and report filed with any governme
nt
department or authority.

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(3) Every public interest entity or auditor shall, subject to s
ubsections (4) and (5),
produce any relevant book, record or document in his possession or under
his control
to the Council where the Council is conducting an investigation for the
purposes of
subsection (1)
(4) A person may refuse to answer a question put to him or refu
se to furnish any
information, document, record or book, where the answer to the question
or the
production of the document, record or book might tend to incriminate him
.
(5) Nothing in this section shall be taken to compel the produc
tion by the auditor,
the public interest entity or its officer of any book, document, record
or any other
material containing –

(a) any information which is confidential under the Banking Act or any other

enactment; and
(b) privileged communication by or to a legal practitioner in that capacity,

except in so far as the disclosure of the information is made according
to law.
(6) The Council shall refer the findings of any investigation u
nder subsection (I) to
the Enforcement Panel for the determination of the appropriate sanction
to be imposed.

79. Sanctions on public interest entities
(1) Where the Council reaches a final decision under section 23
, to the effect that a
public interest entity has failed to comply with any financial reporting
and accounting
standard, code or guideline issued under this Act, and with such other f
inancial
reporting and accounting standards as may be specified under the relevan
t
enactments, the Council may issue a warning to the entity or serve a not
ice on the
entity for an immediate restatement of its financial statement.
(2) Where a notice is served on an entity under subsection (1)
, it shall, within 30
days of the service of the notice, restate its financial statements and
resubmit them to
the Council and to the government department or authority.

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(3) Any entity which fails to comply with the notice referred t
o in subsection (2)
shall commit an offence and shall, on conviction, be liable to a fine no
t exceeding one
million rupees, and the Council may refer the matter to the Registrar of
Companies or
the relevant government department or authority for appropriate action.

80. Publication

The Council shall –

(a) periodically publish an Official Bulletin which shall contain –
(i) the rules made by the Council; and
(ii) such other information as the Council may deem necessary;

(b) cause to be published in the Gazette and in a daily newspaper a notice
relating to the rules of the Council which have been made, altered or re
voked.
(2) The Council may cause to be published in the Gazette or in its Official Bulletin
or in a daily newspaper, its findings or decisions under sections 21(2)
, 23(7), 43 and 79.

81. Referral to police
Without prejudice to the powers of the Council under this Act, where an
investigation carried
out by, or on behalf of the Council, reveals that an offence may have be
en committed, the
matter under investigation shall be referred to the Police.

82. Appeals
Any person aggrieved by a final decision of the Councilor the Mauritius
Institute of
Professional Accountants may appeal to the Supreme Court by way of judic
ial review.

PART VII – MISCELLANEOUS MATTERS

83. Consequential amendments
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(1) The Statutory Bodies (Accounts and Audit) Act is amended
in section 2, by
deleting the definition of “qualified auditor” and replacing it by the f
ollowing new
definition –
“qualified auditor” means –

(a) an auditor licensed under the Financial Reporting Act 2004; and

(b) the Director of Audit;
(2) The Companies Act 2001 is amended in sections 211(3) and
214(3) by deleting
the words “Mauritius Accounting and Auditing Standards Committee Act 198
9” and
replacing them by the words “Financial Reporting Act 2004”;

(3) Section 212 of the Companies Act 2001 is deleted and re
placed by the following section
–
212. Presentation of Consolidated Financial Statements
The Board of a company that has, on the balance sheet date of the compan
y,
one or more subsidiaries, shall, in addition to complying with section 2
10, ensure
that, within 6 months after the balance sheet date, it complies with IFR
S in
relation to the presentation of group financial statements.

84. Transitional provisions
(1) The Minister shall, pending the holding of the General Assembly, appoint
5
members to the interim Board of the Mauritius Institute of Professional
Accountants, of
which one shall be appointed as interim Chairperson.
(2) All 5 members of the interim Board shall be members of the
professional
accounting bodies, provided that no single professional accounting body
shall be
represented by more than 2 members.

(3) The interim Board shall –
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(a) set up the registers of its members and shall hand over such registers t
o the
elected Board following the holding of the first General Assembly;

(b) draft the rules governing the Mauritius Institute of Professional Accoun
tants
for submission to the General Assembly of the Mauritius Institute of Pro
fessional
Accountants for approval; and
(c) within 3 months of its constitution under subsection (1), organise and
convene
the first General Assembly of the Mauritius Institute of Professional Ac
countants
which shall elect the Board of the Mauritius Institute of Professional A
ccountants
and approve the rules of the Mauritius Institute of Professional Account
ants.
(4) The interim Board shall be dissolved when the new Board of
the Mauritius
Institute of Professional Accountants is constituted pursuant to section
47.
(5) Notwithstanding sections 51, every person who, immediately
before the coming
into operation of this Act, is a member of a professional accountancy bo
dy, shall, upon
providing evidence of his membership of the professional accountancy bod
y to the
Mauritius Institute of Professional Accountants within 3 months of the e
ffective date, be
deemed to be registered as a professional accountant under this Act.
(6) Notwithstanding section 52, every person who, immediately b
efore the coming
into operation of this Act, is a member of a professional accountancy bo
dy, and is
offering professional services to the public, may continue to offer his
professional
services to the public without being registered as a public accountant u
nder this Act –

(a) during the period of 6 months beginning with the effective date; and

(b) where, an application for registration as a public accountant is made wi
thin
that period, until that application is finally disposed of or withdrawn.

(7) Notwithstanding section 34, every person who, immediately b
efore the coming
into operation of this Act –

(a) is or has been practising as an auditor, may continue to practise as an
auditor
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SPECIAL LEGAL SUPPLEMENT 1059
without being licensed under this Act –
(i) during the period of one year beginning with the effective date; a
nd
(ii) where, within that period an application is made for a licence, u
ntil that
application is finally disposed of or withdrawn;

(b) is or has been practising as an auditor, whether or not on his own accou
nt, or
in partnership with other persons under a firm name, shall continue to p
ractise
under the firm name without the approval of such firm name by the Counci
l under
this Act –
(i) during the period of one year beginning with the effective date; a
nd
(ii) where, within that period an application is made for approval, un
til that
application is finally disposed of or withdrawn.
(8) Notwithstanding section 34, every person who, immediately b
efore the coming
into operation of this Act, is or has been working as an approved audito
r pursuant to the
Companies Act 2001, may continue to work as an approved auditor under th
at Act
without a licence under this Act –
(i) during the period of one year beginning with the effective date; a
nd
(ii) where, within that period an application is made for a licence, u
ntil that
application is finally disposed of or withdrawn.
(9) Notwithstanding the provisions of Part VI of this Act, no s
tate-owned enterprise
shall be required to comply with the financial reporting requirements im
posed under this
Act before 30 June 2006.

85. Repeal and savings

(1) The Mauritius Accounting and Auditing Standards Committ
ee Act is repealed.
(2) Notwithstanding the repeal of the Mauritius Accounting and
Auditing Standards
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Committee Act, the accounting and auditing standards published pursuant
to that Act
shall remain in force and shall continue to apply to existing companies
until the
publication of new accounting and auditing standards under this Act, sub
ject to such
modifications, adaptations, qualifications and exceptions as may be nece
ssary to bring
them in conformity with the provisions of this Act.

86. Regulations

(1) The Minister may, for the purposes of this Act, make su
ch regulations as he thinks fit.

(2) The Minister may, by regulations, amend the Schedules.

87. Commencement

(1) Subject to subsection (2), this Act shall come into o
peration on a date to be fixed by
Proclamation.

(2) Different dates may be fixed for the coming into operat
ion of different sections of this Act.

Passed by the National Assembly on the twenty third day of November two
thousand and four.
Ram Ranjit Dowlutta
Clerk of the National Assembly

FIRST SCHEDULE
(section 2)

Public Interest Entity

“public interest entity” means any entity which has an annual revenue ex
ceeding 250 million rupees
at the end of its preceding accounting year, or meets any 2 of the follo
wing conditions –

(a)
it has an annual revenue over 150 million rupees;

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SPECIAL LEGAL SUPPLEMENT 1059
(b) it employs over 100 persons;

at the end of its preceding accounting year.

SECOND SCHEDULE
(section 2)

State-Owned Enterprises

1. Agricultural Marketing Board
2. Board of Investment
3. Central Electricity Board
4. Central Water Authority
5. Development Works Corporation
6. Export Processing Zones Development Authority
7. Farmers’ Service Corporation
8. Financial Services Promotion Agency
9. Food and Agricultural Research Council
10. Industrial and Vocational Training Board
11. Irrigation Authority
12. Mahatma Gandhi Institute
13. Mauritius Broadcasting Corporation
14. Mauritius College of the Air
15. Mauritius Examinations Syndicate
16. Mauritius Industrial Development Authority
17. Mauritius Film Development Corporation
18. Mauritius Freeport Authority
19. Mauritius Institute of Education
20. Mauritius Meat Authority
21. Mauritius Ports Authority
22. Mauritius Standards Bureau
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23. Mauritius Sugar Authority
24. Mauritius Sugar Industry Research Institute
25. Mauritius Sugar Terminal Corporation
26. National Computer Board
27. National Productivity and Competitiveness Council
28. National Transport Corporation
29. Outer Islands Development Corporation
30. Private Secondary Schools Authority
31. Rose Belle Sugar Estate Board
32. Small and Medium Industries Development Organization
33. State Insurance Corporation of Mauritius
34. State Trading Corporation
35. Sugar Industry Labour Welfare Fund
36. Sugar Insurance Fund
37. Sugar Planters Mechanical Pool Corporation
38. Tea Board
39. Tertiary Education Commission
40. Tobacco Board
41. Waste Water Management Authority

THIRD SCHEDULE
(section 27)

Oath of Confidentiality
IN THE SUPREME COURT OF MAURITIUS

I………………………………………………
………………………………………………
……………………
being appointed
(Chairperson / Member of Council / Member of Committee / Member of a Pa
nel of Experts / Chief
Executive Officer / Secretary / employee / consultant) do hereby swear
/ solemnly affirm that I will,
to the best of my judgment, act for the furtherance of the objects of th
e Council and shall not, on
any account and at any time, disclose, otherwise than with the authorisa
tion of the Councilor where
it is strictly necessary for the performance of my duties, any informati
on of a confidential nature
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obtained by me in virtue of my official capacity.

…………………………………………
Signature

Taken before me,
………………………………………………
………………………………………………
…………………..

Master and Registrar,
Supreme Court on.
………………………………………………
………………………………………………
…………………

Related documents:
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