The Companies Act 2001 - MCCI

1 THE Companies ACT 2001(Act No. of 2001) 14 May 2001_____ARRANGEMENT OF SECTIONSS ectionPART I of holding company and subsidiary of subsidiary - matters to be of control of solvency test binds the StatePART II THE of of computer and evidence of s powers of from Registrar s to require time for doing any required of Registrar to reconstitute fileNote: -The text of this internet version has been prepared to reflect the text passedby the National Assembly on 14 May 2001. The authoritative version is theone to be published in the Government Gazette of III INCORPORATIONSub-Part A Essential requirements and different types of companiesSub-Part B Method of to apply for for of legal personalityPART IV CAPACITY, POWERS AND VALIDITY OF and of between company and other constructive noticePART V COMPANY to be of company where liability of shareholders do dispense with Limited or Limit e for reservation of of of to change of company namePART VI COMPANY requirement for company to have of Act on company having of Act on company not having and content of of.

2 Alteration and revocation of form of constitutionPART VII SHARESSub-Part A Legal nature and types of nature and types of par value capital and share premium of of share of shares on incorporation and of other in number of rights to new for issue of not paid for in on to issue of of issue of may authorise of stated capitalSub-Part B Dividends and in lieu of of of shareholder liability treated as distributionSub-Part C Acquisition and redemption of company s own may acquire or redeem its own of own of shares repurchasedSub-Part D Treasury may hold its own and obligations of shares that company holds in itself of shares that company holds in of contract to repurchase sharesSub-Part E Redemption of of redeemable of Act to redemption of at option of at option of on fixed dateSub-Part F Financial assistance in connection with purchase of on giving financial not prohibited by section 81 Sub-Part G may not hold shares in holding company4 Sub-Part H Statement of shareholders of rights to be given to shareholdersPART VIII TITLE TRANSFERS.

3 SHARE REGISTERAND or lien on of of transfer or for entry in of refusal to enter transfer in of to maintain share where register register as evidence of legal s duty to supervise share of Court to rectify share not to be entered on or destruction of certificatesPART IX SHAREHOLDERS AND THEIR RIGHTSAND OBLIGATIONSSub-Part A Liability of of shareholder of for not required to acquire shares by alteration to constitutionSub-Part B Powers of of powers reserved to of powers by ordinary exercised by special review by shareholdersSub-Part C Minority buy-out may require company to purchase requiring purchase of of shares by of shares by third may grant may grant exemption where company insolvent5 Sub-Part D Variation of of rightsSub-Part E Meetings of meeting of meeting of in lieu of may call meeting of at meetingsSub-Part F Ascertaining entitled to receive distributions.

4 Attend meetings and exercise rightsPART X DEBENTURES AND REGISTRATION OF holders powers of of debenture of redeemed of of particulars of chargesPART XI DIRECTORS AND THEIR POWERS AND DUTIESSub-Part A Directors and Board of of Board and directors Sub-Part B Powers of of of powersSub-Part C Appointment and removal of of of s consent of first and subsequent may appoint of directors to be voted on of ceasing to hold or death of last remaining of director s of change of directors and secretaries6 Sub-Part D Duties of of directors to act in good faith and in best interests of of powers in relation to of information and of companySub-Part E Transactions involving of interested of of on third of sections 149 and 150 in certain director may of company of relevant interest interests to be disregarded in certain of share dealing by on share dealing by directorsSub-Part F Miscellaneous provisions relating to of and other of care and civil liability of and of directors on insolvencySub-Part G - may approve firm or corporation for appointment as of of to be given of removal or resignation of secretaryPART XII of Part XIISub-Part A - B Derivative of derivative action to be met by of Court where leave , settlement or withdrawal of derivative actionSub-Part C Personal actions by actions by shareholders against actions by shareholders against by shareholders to require company to to constitutionSub-Part D - of certain actions of directorsPART XIII ADMINISTRATION OF COMPANIESSub-Part A Authority to bind of B Pre-incorporation contracts may be implied in pre-incorporation to of promotersSub-Part C Registered office187.

5 Registered of registered to change registered officeSub-Part D Company of of records by directorsPART XIV accounting RECORDS AND AUDITSub-Part A accounting records to be accounting records to be kept8 Sub-Part B - of s fees and of partnership as of reappointment of of first of auditor203. Auditor not seeking reappointment or giving notice of to avoid conflict of s to s attendance at shareholders of auditor towards debenture holder s private companiesSub-Part C Financial to prepare financial and form of financial to prepare group financial statements to be presented in Mauritius currency unless otherwiseapproved by and form of group financial statementsSub-Part D Registration of financial of financial of balance sheet date of financial statements and group financial statements Sub-Part E Disclosure to to prepare annual of annual report to of financial statements to shareholders who elect not to receive of annual to send annual from accounting and disclosure provisionsSub-Part F Inspection of company inspection of company of company records by of of documents9 PART XV of of declared

6 Of other s at company s of related of financial or other control of and powers of of of inspector admissible as of proceedings in relation to declared to require information as to person interested in shares or to impose restrictions on shares or appointed in other countriesPART XVI of amalgamation form of amalgamation of of certificate of of Court in other casesPART XVII COMPROMISES WITH of Part of proposed of of of of compromise in liquidation of of compromisePART XVIII APPROVAL OF ARRANGEMENTS, AMALGAMATIONSAND COMPROMISES BY of Part of arrangements, amalgamations and may make additional XVI and XVII not affected265. Application of section 25910 PART XIX ALTERATION IN NATURE OF of company limited by shares to company limited by of limited and unlimited of public Companies and private companiesPART XX Companies LIMITED BY of Act not applicable to company limited by guaranteePART XXI PRIVATE relating to private Companies need not keep interests agreement by shareholdersPART XXII FOREIGN of Part of carrying on business to be reserved before carrying on of foreign office and authorised of s of transactions not by foreign company of particulars of its business in and country of of of business in MauritiusPART XXIII LIMITED LIFE as limited life duration of limited life of up of limited life of of transfer PART XXIV DORMANT of dormant company may be recorded in register as dormant available to dormant companies11 PART XXV TRANSFER

7 OF REGISTRATIONSub-Part A Registration and continuation of Companies incorporatedoutside Mauritius as Companies under this Act296 Registration and continuation of company incorporated outside incorporated outside Mauritius authorised to incorporated outside Mauritius that cannot be of registrationSub-Part B Transfer of registration of Companies to other may transfer to transfer of to give public that cannot transfer from of removal from registerPART XXVI REMOVAL FROM REGISTER OF from for removal from of intention to remove where company has ceased to carry on of intention to remove in other to removal from of Registrar where objection of of company removed from of property by of directors, shareholders and others to of company removed from may restore company to may restore company to to of property in company on restoration to registerPART XXVII SERVICE OF of documents on company in legal of other documents on of documents on foreign company in legal of other documents on foreign of documents on shareholders and provisions relating to service12 PART XXVIII - OFFENCES AND where company fails to comply with on director or authorised agent of foreign company in cases of failure bydirector.

8 Agent or Board to comply with use or destruction of of on business use of Limited or Limit e prohibited from managing may disqualify for contravening section 337 or to keep of offences and production and inspection of accounting recordsPART XXIX PROVISIONS RELATING TO Companies HOLDINGGLOBAL BUSINESS of Act not applicable to company holding Category 1 Global BusinessLicence or Category 2 Global Business of Company Act 1984 not applicable to company holding Category 1 Global Business Licence or Category 2 Global Business of Act on company applying for or holding Category 1 Global BusinessLicence or Category 2 Global Business LicencePART XXX - of current of large of unclaimed to grant in of in actions by limited payable to payable to Law Advisory in relation to company holding Category 2 Global Business and ActTo amend and consolidate the law relating to Companies and to provide forcertain ancillary and consequential by the Parliament of Mauritius, as follows -PART I - titleThis Act may be cited as the Companies Act (1)In this Act, unless the context otherwise requires - accounting period means, in relation to a company or any other bodycorporate, the period in respect of which the financial statements of thecompany or the other body corporate are made up, whether that period is ayear 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 ofarrangement modifying the terms of the deed and a deed substitutedtherefor.

9 Annual meeting means the annual meeting of the shareholders of acompany required to be held under section 115; annual report means the annual report required to be prepared undersection 218; annual return means the annual return required to be filed under section223 and includes any document attached to or intended to be read with thereturn; approved valuer means -(a)a qualified auditor;(b)a land surveyor;(c)a registered professional engineer;(d)a qualified architect;(e) a chartered quantity surveyor;14(f)a chartered surveyor; or(g)any other person designated as such by the Minister, by publicnotice; arrangement includes a re-organisation of the share capital of a companyby the consolidation of shares of different classes or by the division ofshares into shares of different classes or by both these methods; articles -(a)means the articles of association of an existing company; and(b)includes, so far as they apply to the company, the provisionscontained in Table A of the Fourth Schedule to the Companies Act1913 or in Table A and Table B of the First Schedule to theCompanies Act 1984; authorised mutual fund means a company which is declared as suchunder 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 1988.

10 Benefits , in relation to a director -(a)includes a fee, percentage or other payment, and the money valueof any consideration, allowance or perquisite, given directly orindirectly, to him in relation to the management of the affairs of thecompany or of a related company, whether as a director orotherwise; and(b)does not include an amount given in payment or reimbursement ofout-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 otherrecord of information however compiled, recorded or stored; borrowing company means a company that is or is to be under a liabilityto repay any money received or to be received by it in response to aninvitation to the public to subscribe for or purchase debentures; branch register means -(a)in relation to a company, a branch register of shareholders requiredto be kept under section 92;(b)in relation to a foreign company, a branch register of shareholdersrequired to be kept under Part XXII;15 carrying on bu