THE COMPANIES ACT 2001 Act No. 15 of 2001 I assent CASSAM UTEEM 6 June 2001 President of the Republic ARRANGEMENT OF SECTIONS Section PART I - PRELIMINARY 1. Short title 2. Interpretation 3. Meaning of “holding company” and “subsidiary” 4. Meaning of “subsidiary” - matters to be disregarded 5. Meaning of “control” 6. Meaning of “solvency test” 7. Stated capital 8. Public notice 9. Act binds the State PART II - THE REGISTRAR 10. The Registrar 11. Registers 12. Registration of documents 13. Use of computer system 14. Inspection and evidence of registers 15. Registrar’s powers of inspection 16. Appeals from Registrar’s decisions 17. Power to require compliance 18. Extending time for doing any required act 19. Lost documents 20. Power of Registrar to reconstitute file 1 PART III - INCORPORATION Sub- Part A - Essential requirements 21. Essential requirements and different types of companies Sub-Part B - Method of incorporation 22. Right to apply for incorporation 23. Application for incorporation 24. Incorporation 25. Certificate of incorporation 26. Separate legal personality PART IV - CAPACITY, POWERS AND VALIDITY OF ACTS 27. Capacity and powers 28. Validity of actions 29. Dealings between company and other persons 30. No constructive notice PART V - COMPANY NAMES 31. Name to be reserved 32. Name of company where liability of shareholders limited 33. Power to dispense with “Limited” or “Limitée” 34. Application for reservation of name 35. Name of company 36. Change of name 37. Direction to change name 38. Use of company name PART VI - COMPANY CONSTITUTION 39. No requirement for company to have constitution 40. Effect of Act on company having constitution 41. Effect of Act on company not having constitution 42. Form and content of constitution 43. Effect of constitution 44. Adoption, alteration and revocation of constitution 45. New form of constitution PART VII - SHARES Sub-Part A - Legal nature and types of shares 46. Legal nature and types of shares 47. No par value shares 48. Stated capital and share premium account 49. Transferability of shares 50. Denomination of share capital 51. Issue of shares on incorporation and amalgamation 52. Issue of other shares 53. Alteration in number of shares 54. Fractional shares 55. Pre-emptive rights to new issues 56. Consideration for issue of shares 57. Shares not paid for in cash 58. Calls on shares 59. Consent to issue of shares 60. Time of issue of shares 61. Board may authorise distributions 62. Reduction of stated capital Sub-Part B - Dividends and distributions 63. Dividends 64. Shares in lieu of dividends 65. Shareholder discounts 66. Recovery of distributions 67. Reduction of shareholder liability treated as distribution Sub-Part C - Acquisition and redemption of company’s own shares 68. Company may acquire or redeem its own shares 69. Purchase of own shares 70. Disclosure document 71. Cancellation of shares repurchased Sub-Part D - Treasury shares 72. Company may hold its own shares 73. Rights and obligations of shares that company holds in itself suspended 74. Reissue of shares that company holds in itself 75. Enforceability of contract to repurchase shares Sub-Part E - Redemption of shares 76. Meaning of “redeemable” 77. Application of Act to redemption of shares 78. Redemption at option of company 79. Redemption at option of shareholder 80. Redemption on fixed date Sub-Part F - Financial assistance in connection with purchase of shares 81. Restrictions on giving financial assistance 82. Transactions not prohibited by section 81 Sub-Part G - Cross-holdings 83. Subsidiary may not hold shares in holding company Sub-Part H - Statement of shareholders’ rights 84. Statement of rights to be given to shareholders PART VIII - TITLE TRANSFERS, SHARE REGISTER AND CERTIFICATES 85. Privilege or lien on shares 86. Pledges 87. Instrument of transfer 88. Request of transfer or for entry in register 89. Notice of refusal to enter transfer in register 90. Certification of transfers 91. Company to maintain share register 92. Place where register kept 93. Share register as evidence of legal title 94. Secretary’s duty to supervise share register 95. Power of Court to rectify share register 96. Trusts not to be entered on register 97. Share certificates 98. Loss or destruction of certificates PART IX - SHAREHOLDERS AND THEIR RIGHTS AND OBLIGATIONS Sub-Part A - Liability of shareholder 99. Meaning of “shareholder” 100. Liability of shareholders 101. Liability for calls 102. Shareholders not required to acquire shares by alteration to constitution Sub-Part B - Powers of shareholders 103. Exercise of powers reserved to shareholders 104. Exercise of powers by ordinary resolution 105. Powers exercised by special resolution 106. Unanimous resolution 107. Management review by shareholders Sub-Part C - Minority buy-out rights 108. Shareholder may require company to purchase shares 109. Notice requiring purchase of shares 110. Purchase of shares by company 111. Purchase of shares by third party 112. Court may grant exemption 113. Court may grant exemption where company insolvent Sub-Part D - Variation of rights 114. Variation of rights Sub-Part E - Meetings of shareholders 115. Annual meeting of shareholders 116. Special meeting of shareholders 117. Resolution in lieu of meeting 118. Court may call meeting of shareholders 119. Proceedings at meetings Sub-Part F - Ascertaining shareholders 120. Shareholders entitled to receive distributions, attend meetings and exercise rights PART X - DEBENTURES AND REGISTRATION OF CHARGES 121. Debenture holders’ representative 122. Special powers of Court 123. Perpetual debentures 124. Register of debenture holders 125. Reissue of redeemed debentures 126. Inscription of mortgages 127. Filing of particulars of charges PART XI - DIRECTORS AND THEIR POWERS AND DUTIES Sub-Part A - Directors and Board of directors 128. Meaning of “Board” and “directors” Sub-Part B - Powers of management 129. Management of company 130. Major transactions 131. Delegation of powers Sub-Part C - Appointment and removal of directors 132. Number of directors 133. Qualifications of directors 134. Director’s consent required 135. Appointment of first and subsequent directors 136. Court may appoint directors 137. Appointment of directors to be voted on individually 138. Removal of directors 139. Director ceasing to hold office 140. Resignation or death of last remaining director 141. Validity of director’s acts 142. Notice of change of directors and secretaries Sub-Part D - Duties of directors 143. Duty of directors to act in good faith and in best interests of company 144. Exercise of powers in relation to employees 145. Use of information and advice 146. Approval of company Sub-Part E - Transactions involving self-interest 147. Meaning of “interested” 148. Disclosure of interest 149. Avoidance of transactions 150. Effect on third parties 151. Application of sections 149 and 150 in certain cases 152. Interested director may vote 153. Use of company information 154. Meaning of “relevant interest” 155. Relevant interests to be disregarded in certain cases 156. Disclosure of share dealing by directors 157. Restrictions on share dealing by directors Sub-Part F - Miscellaneous provisions relating to directors 158. Proceedings of Board 159. Remuneration and other benefits 160. Standard of care and civil liability of officers 161. Indemnity and insurance 162. Duty of directors on insolvency Sub-Part G - Secretaries 163. Secretary 164. Registrar may approve firm or corporation for appointment as secretary 165. Qualifications of secretary 166. Duties of secretary 167. Notice to be given of removal or resignation of secretary PART XII - ENFORCEMENT 168. Interpretation of Part XII Sub-Part A - Injunctions 169. Injunctions Sub-Part B - Derivative actions 170. Derivative actions 171. Costs of derivative action to be met by company 172. Powers of Court where leave granted 173. Compromise, settlement or withdrawal of derivative action Sub-Part C - Personal actions by shareholders 174. Personal actions by shareholders against directors 175. Personal actions by shareholders against company 176. Actions by shareholders to require company to act 177. Representative actions 178. Prejudiced shareholders 179. Alteration to constitution Sub-Part D - Ratification 180. Ratification of certain actions of directors PART XIII - ADMINISTRATION OF COMPANIES Sub-Part A - Authority to bind company 181. Method of contracting 182. Attorneys Sub-Part B - Pre-incorporation contracts 183. Pre-incorporation contracts may be ratified 184. Warranties implied in pre-incorporation contracts 185. Failure to ratify 186. Duties of promoters Sub-Part C - Registered office 187. Registered office 188. Change of registered office 189. Requirement to change registered office Sub-Part D - Company records 190. Company records 191. Form of records 192. Inspection of records by directors PART XIV - ACCOUNTING RECORDS AND AUDIT Sub-Part A - Accounting records 193. Accounting records to be kept 194. Place accounting records to be kept Sub-Part B - Auditors 195. Appointment of auditor 196. Auditor’s fees and expenses 197. Appointment of partnership as auditor 198. Qualifications of auditor 199. Approved auditor 200. Automatic reappointment of auditor 201. Appointment of first auditor 202. Replacement of auditor 203. Auditor not seeking reappointment or giving notice of resignation 204. Auditor to avoid conflict of interest 205. Auditor’s report 206. Access to information 207. Auditor’s attendance at shareholders’ meeting 208. Duties of auditor towards debenture holder’s representative 209. Small private companies Sub-Part C - Financial statements 210. Obligation to prepare financial statements 211. Contents and form of financial statements 212. Obligation to prepare group financial statements 213. Financial statements to be presented in Mauritius currency unless otherwise approved by Registrar 214. Contents and form of group financial statements Sub-Part D - Registration of financial statements 215. Registration of financial statements 216. Meaning of “balance sheet date” 217. Meaning of “financial statements” and “group financial statements” Sub-Part E - Disclosure to shareholders 218. Obligation to prepare annual report 219. Sending of annual report to shareholders 220. Sending of financial statements to shareholders who elect not to receive annual report 221. Contents of annual report 222. Failure to send annual report 223. Annual return 224. Exemption from accounting and disclosure provisions Sub-Part F - Inspection of company records 225. Public inspection of company records 226. Inspection of company records by shareholders 227. Manner of inspection 228. Copies of documents PART XV - INVESTIGATIONS 229. Qualifications of inspector 230. Declared companies 231. Investigation of declared companies 232. Investigation of other companies 233. Inspector’s reports 234. Investigation at company’s request 235. Investigation of related corporation 236. Investigation of financial or other control of corporation 237. Procedure and powers of inspector 238. Costs of investigations 239. Report of inspector admissible as evidence 240. Suspension of proceedings in relation to declared company 241. Power to require information as to person interested in shares or debentures 242. Power to impose restrictions on shares or debentures 243. Inspectors appointed in other countries PART XVI - AMALGAMATIONS 244. Amalgamations 245. Amalgamation proposal 246. Approval of amalgamation proposal 247. Short form amalgamation 248. Registration of amalgamation proposal 249. Certificate of amalgamation 250. Effect of certificate of amalgamation 251. Registers 252. Powers of Court in other cases PART XVII - COMPROMISES WITH CREDITORS 253. Interpretation of Part XVII 254. Compromise proposal 255. Notice of proposed compromise 256. Effect of compromise 257. Variation of compromise 258. Powers of Court 259. Effect of compromise in liquidation of company 260. Costs of compromise PART XVIII - APPROVAL OF ARRANGEMENTS, AMALGAMATIONS AND COMPROMISES BY COURT 261. Interpretation of Part XVIII 262. Approval of arrangements, amalgamations and compromises 263. Court may make additional orders 264. Parts XVI and XVII not affected 265. Application of section 259 PART XIX - ALTERATION IN NATURE OF COMPANIES 266. Conversion of company limited by shares to company limited by guarantee 267. Conversion of limited and unlimited companies 268. Conversion of public companies and private companies PART XX - COMPANIES LIMITED BY GUARANTEE 269. Provisions of Act not applicable to company limited by guarantee PART XXI - PRIVATE COMPANIES 270. Provisions relating to private company 271. Private companies need not keep interests register 272. Unanimous agreement by shareholders PART XXII - FOREIGN COMPANIES 273. Application of Part XXII 274. Meaning of “carrying on business” 275. Name to be reserved before carrying on business 276. Registration of foreign companies 277. Registered office and authorised agents 278. Return of alterations 279. Registrar’s certificate 280. Validity of transactions not affected 281. Balance Sheet 282. Notice by foreign company of particulars of its business in Mauritius 283. Name and country of incorporation 284. Service of notices 285. Branch registers 286. Cessation of business in Mauritius PART XXIII - LIMITED LIFE COMPANIES 287. Registration as limited life company 288. Maximum duration of limited life company 289. Contents of constitution 290. Winding up of limited life company 291. Cancellation of registration 292. Definition of “transfer” PART XXIV - DORMANT COMPANIES 293. Meaning of “dormant company” 294. Company may be recorded in register as dormant company 295. Exemption available to dormant companies