ghckhjb ,guide-registrar companies.doc

7/27/2019 ghckhjb ,guide-registrar companies.doc

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Republic of Mauritius

A Guide to the

Companies Act 2001

Companies Division

November 2001


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Table of Contents

Name of company.................................................................................................4

Types and categories of companies......................................................................8

Objects of the company......................................................................................11

Incorporation of a company................................................................................12

Constitution of a company..................................................................................15

irectors.............................................................................................................1!

"ecretary.............................................................................................................25

"hareho#ders.......................................................................................................28"hares.................................................................................................................$%

&eetings.............................................................................................................$4

'i#ing of documents............................................................................................$5

"tatutory registers and records...........................................................................$8

'inancia# statements...........................................................................................41

Transitiona# pro(ision for fi#ing)auditing of accounts for e*isting companies. .44

'oreign companies..............................................................................................45

'ees.....................................................................................................................48

Offences under the +ct.......................................................................................4!

APPENDICES

+ppendi* I , &ode# constitution for a pri(ate company................................5%

+ppendi* II , 'ees payab#e to -egistrar..........................................................5

+ppendi* III , "ections of the Companies +ct 2%%1 not app#icab#e to

Category 1 /#oba# 0usiness icence.........................................58

+ppendi* I , "ections of the Companies +ct 2%%1 not app#icab#e toCategory 2 /#oba# 0usiness icence.........................................5!

+ppendi* , "ections of the Companies +ct 1!84 not app#icab#e toCategory 1 and 2 /#oba# 0usiness icence...............................31

+ppendi* I , Time #imit for fi#ing of documents etc......................................32

+ppendi* II , rescribed forms........................................................................3

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Foreword

The purpose of this guide is to assist the public to better understand the

procedures for incorporation and other filing requirements for companies

as set out in the Companies Act 2001. Efforts have been made to simplify

key areas of the la so that they can attain a ide section of the

community.

!oever" the matters stated in the guide should not be understood to

override any provision of the Companies Act 2001 or regulations made

under it. #f further assistance is required" professional advisers should be

contacted.

$urther information may be obtained from the office of the %egistrar ofCompanies.

Registrar of Companies

Mauritius

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COMA!"#$ ACT 2001

!AM# O% COMA!&

+ name is an essentia# reuirement for a company. The -egistrar of

Companies is responsib#e for the appro(a# and reser(ation of names.

+ny company6 7hether #oca# or foreign6 cannot be registered under a name

un#ess it has been appro(ed by the -egistrar. 'or a #oca# company before

incorporation or on a change of name6 appro(a# must be obtained from the

-egistrar by app#ying for the reser(ation of its proposed name 9section

$4:.

'O( TO R#$#R)# A !AM#

To reser(e a name for a company6 an ;+pp#ication for -eser(ation of a

Company Name< 9'orm 11: must be comp#eted and #odged 7ith the

-egistrar. The prescribed fee is -s. 1%%.

ROC#$$"!G A! A*"CAT"O!

+ name that is reuested6 is chec=ed against the -egister of names to

ensure that it does not contra(ene any of the restrictions on certain names 9section $5:

If a name is acceptab#e6 a notice of reser(ation 7i## be issued by the

-egistrar to the app#icant.

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+ name 7i## be reser(ed for a period of up to t7o months after the

appro(a# date. The -egistrar 7i## ad(ise an app#icant if a name cannot be

reser(ed 9section $4:

C'A!G"!G T'# !AM# O% T'# COMA!&

+ company may choose to change its name6 or it may be directed by the

-egistrar to change its name if it is be#ie(ed on reasonab#e grounds that its

name shou#d not ha(e been registered.

If a company changes its name (o#untari#y6 then the reser(ation procedure

is the same as described under ;'O( TO R#$#R)# A !AM#+

If the -egistrar directs a company to change its name6 the -egistrar 7i##

issue a 7ritten notice to do so 7ithin a specified period of not #ess than 28

days after the date on 7hich the notice is ser(ed.

+ company that recei(es a direction to change its name can reser(e a ne7

name by fo##o7ing the reser(ation procedure abo(e. If it does not do so6

the -egistrar may register the company under a ne7 name chosen by the

-egistrar6 being a name6 under 7hich the company may be registered.

>here the -egistrar registers a ne7 name6 the ne7 name 7i## be reser(ed

and a ne7 certificate of incorporation 7i## be issued to the company

section $.

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!AM#$ T'AT CA!!OT ,# R#$#R)#D

?nder section $4 of the +ct6 any name can be reser(ed un#ess it comes

7ithin any one of the fo##o7ing categories,

a name 7hich6 or the use of 7hich6 7ou#d contra(ene an

enactment@

a name 7hich6 by (irtue of section $56 cannot be registered@

a name that is identica# or a#most identica# to a name that the

-egistrar has a#ready reser(ed under this +ct or the Companies

+ct 1!84 and that is sti## a(ai#ab#e for incorporation@

a name that6 in the opinion of the -egistrar is offensi(e.

-$# O% COMA!& !AM#

+ company must ensure that its fu## name is c#ear#y stated,

in e(ery 7ritten communication sent by6 or on beha#f of6 the

company@ and

on e(ery document issued or signed by6 or on beha#f of6 the

company and 7hich e(idences or creates a #ega# ob#igation of

the company.

The reuirement to state the name of a company is to signa# to persons

dea#ing 7ith the company that they are dea#ing 7ith a company 7hose

shareho#ders enjoy #imited #iabi#ity.

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+ person 7ho issues or signs a document by or on beha#f of a company6

and the name of the company is incorrect#y stated may be #iab#e to the

same e*tent as the company un#ess,

the person 7ho issued or signed the document pro(es that the

person in 7hose fa(our the ob#igation 7as incurred 7as a7are

at the time the document 7as issued or signed that the

ob#igation 7as incurred by the company@ or

the court before 7hich the document is produced is satisfiedthat it 7ou#d not be just and euitab#e for the person 7ho issued

or signed the document to be so #iab#e.

-$# O% T'# (ORD .*TD+ #TC/

'ina##y6 it shou#d a#so be noted that any person or group that is not

incorporated 7ith #imited #iabi#ity that carries on business under a name or

tit#e that inc#udes the 7ord ;#imited< or the 7ord ;#imitAe< or the

abbre(iation ;#td< or ;#tAe< as the #ast 7ord in the name commits an

offence.


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T$ A!D CAT#GOR"#$ O% COMA!"#$

Types of companies,

Company #imited by shares@

Company #imited by guarantee@

Company #imited by shares and guarantee@

+n un#imited company

+ foreign company

imited ife Company

+ny of the abo(e mentioned type of companies may be #icensed as

Category 1 or 2 /#oba# business companies.

B(ery company is either a pub#ic company or a pri(ate company.

If it is not stated6 then it is a pub#ic company.

$MA** R")AT# COMA!"#$

>ithin the category of companies6 a ne7 c#assification of companies has

been introduced in the #a7 i.e. that of sma## pri(ate companies.

+ company is a ;sma## pri(ate company< 7here

it is a pri(ate company 7ith a turno(er of #ess than 1% mi##ion

rupees or such other amount as may be prescribed in respect of

its #ast preceding accounting period@

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it is not a company ho#ding a Category 1 /#oba# 0usiness

icence@

Advantages of a small private compan

It is not reuired to

appoint a secretary@

appoint an auditor@

This type of company has the option to fi#e either,

a financia# summary or@

financia# statements

R")AT# COMA!"#$

ri(ate companies genera##y need not issue share certificates.

They may ha(e directors o(er the age of % years. This is

prohibited for a pub#ic company un#ess appro(ed by an ordinary

reso#ution.

;No change< return may be fi#ed. 9section 22$95::

O!##R$O! COMA!&

The +ct pro(ides that one person may form a company. o7e(er6 at

incorporation or 7ithin 3 months6 the so#e shareho#der)director must

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nominate a person to be the secretary in the e(ent of his death or

incapacity.

The ro#e of the secretary is #imited to ca##ing a meeting of the heirs for the

purposes of appointing a ne7 director.

DORMA!T COMA!"#$

+ dormant company is one 7here no significant accounting transaction

has occurred during any period 9section 2!$:. This e*c#udes the issue of

shares6 payment of ban= charges6 #icences fees and other comp#iance costs.

+ specia# reso#ution is reuired and the company must notify the -egistrar

7ithin 14 days that the company is dormant. 'rom that time6 the office 7i##

record that the company is dormant.

+## types of companies may be dormant.

Advantages of a dormant compan

+ dormant company is e*empted from the reuirements of

ha(ing its accounts audited.

On#y a f#at fee is payab#e as specified in the T7e#fth "chedu#e.

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O,#CT$ O% T'# COMA!& section 23

There is no ob#igation for a company to state its objects.

The constitution may pro(ide other7ise.

In case the objects are specified6 the company is #imited to carrying on

those objects.

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"!CORORAT"O! O% A COMA!&

R#4-"R#M#!T$ %OR T'# "!CORORAT"O! O% A COMA!&

+ proposed company must ha(e the fo##o7ing,

+ name

One or more shares@

One or more shareho#ders@ and

One or more directors.

+ny person6 either a#one or together 7ith another person6 may app#y for

the incorporation of a company.

CO!$T"T-T"O!

+ company is no #onger reuired to ha(e a memorandum and artic#es of

association. o7e(er6 a proposed company may choose to ha(e a

constitution6 but it is not reuired to ha(e one.

DOC-M#!T$ %OR "!CORORAT"O!

The fo##o7ing documents must be submitted to the -egistrar for the

incorporation of a company,

'orm 1 D an app#ication for incorporation of a company.

+ notice of reser(ation of name issued by the -egistrar@

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'orm D the consent of e(ery director of the proposed

company.

&ote that a company is only required to have a minimum of one

director'

'orm 8 D 9if app#icab#e: the consent of e(ery secretary of the

proposed company.

&ote that a company is not required to appoint a secretary' and

'orm ! D the consent of e(ery shareho#der of the proposed

company. The consent must be signed by e(ery person named

as a shareho#der or 9his)her agent authorised in 7riting:.

In case there is an agent6 then a 7ritten authority must be

attached.

The c#ass and number of shares ta=en and the consideration

paid for by that shareho#der for the issue of those shares shou#d

a#so be inc#uded.

&ote that a company is only required to have a minimum of one

shareholder.

>here the proposed company has a constitution6 a certified copy of the

constitution by a #a7 practitioner must be submitted together 7ith the

abo(e mentioned documents.

&ote that the constitution need not be embodied in a notarial deed

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>hen app#ying for the incorporation of a company6 some of the detai#s

that must be pro(ided are,

the registered office of the proposed company@

the fu## name and address of each app#icant@

the present fu## name6 any former name and the usua# residentia#

address of e(ery director and of any secretary of the proposed

company@

particu#ars of any business occupation and directorships of any

pub#ic company or subsidiary of a pub#ic company he#d by each

director@

the fu## name and residentia# address of e(ery shareho#der of the

proposed company6 and the number of shares to be issued to

e(ery shareho#der and the amount to be paid or other

consideration to be pro(ided by that shareho#der for the issue of

those shares@

7hether the company is a #imited company or an un#imited

company@

in the case of a pri(ate company6 that it is a pri(ate company@

in the case of a one person company6 the fu## name and

residentia# address and occupation of the person nominated by

the proposed company to be the secretary of the company

pursuant to section 14% in the e(ent of the death or menta#

incapacity of the so#e shareho#der and director@ and

a dec#aration made by the app#icant that the information

pro(ided in the app#ication is true and correct.

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CO!$T"T-T"O! O% A COMA!&

?nder the Companies Act 1567 9the 1!84 +ct:6 a company 7as reuired

to ha(e a constitution in the form of a &emorandum and +rtic#es of+ssociation.

To simp#ify the registration process and the operation of companies6 this

reuirement has no7 been dispensed 7ith under the Companies Act 2001

9the +ct:. "ection $! pro(ides that no7 a company may"but does not need

to ha(e a constitution + constitution is optiona# because the +ct

contains ru#es 7hich app#y to a## companies6 directors and shareho#ders.

If a company does not ha(e a constitution6 the shareho#ders of the

company may adopt a constitution at any time.

The +ct a#so pro(ides shareho#ders 7ith certain rights to enforce the

pro(isions of the constitution6 and to obtain remedies for breach of the

constitution.

R#)OCAT"O! O% M#MORA!D-M 8 ART"C*#$ O%

A$$OC"AT"O!

+ company that 7as incorporated prior to the commencement of the +ct

may6 under section 426 retain its memorandum of association and artic#es

of association as its constitution but cannot a#ter any of the pro(isions in

its e*isting memorandum or artic#es of association un#ess it rep#aces same

by a sing#e document into 7hich it conso#idates its constitution section

45.

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('AT "$ A CO!$T"T-T"O!9

+ constitution is the ru#es go(erning the company6 and the directors andshareho#ders in the company6 and their re#ationship 7ith each other. The

constitution may co(er such matters as the rights6 duties6 po7ers and

ob#igations of the company6 directors and shareho#ders.

#%%#CT O% !OT 'A)"!G A CO!T"T-T"O!

If a company does not ha(e a constitution6 the company6 the board6 each

director and shareho#der of the company ha(e the rights6 po7ers6 duties

and ob#igations set out in the +ct section 41.

If on the other hand6 a company has a constitution6 the company6 the

board6 each director and each shareho#der of the company ha(e the rights6

po7ers6 duties and ob#igations set out in the +ct6 e*cept to the e*tent that

they are restricted, limited or modifiedby the constitution of the company

in accordance 7ith the +ct section 4%.

-RO$# O% T'# CO!$T"T-T"O!

The aim of a constitution is to dispense 7ith bu#=y documents #i=e the

memorandum and artic#es of association. The constitution does not need

to contain #engthy objects and po7ers c#auses6 and it ensures that any

restrictions are made c#ear and unambiguous.

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T'# CO!T#!T$ O% A CO!$T"T-T"O!

+ constitution may contain matters determined by the +ct for inc#usion in

the constitution of a company.It may a#so contain such other matters that a company 7ishes to inc#ude in

its constitution.

Certain pro(isions in the +ct may be restricted6 #imited or modified by the

constitution of a company. These pro(isions usua##y inc#ude the 7ords

;sub(ect to its constitution< or ;unless otherise specified in the

constitution)

Other pro(isions are optiona# and on#y app#y to the company if it adopts

them in its constitution. "ome pro(isions are mandatory and cannot be

restricted6 #imited or modified by the constitution of a company.

B.g. the pro(ision reuiring a company to ha(e a name6 one or more

shares6 shareho#ders and directors.

The constitution of a company may contain a pro(ision re#ating to the

capacity6 rights6 po7ers or pri(i#eges of the company on#y if the pro(ision

restrictsthe capacity of those rights6 po7ers or pri(i#eges. 'or e*amp#e6

7here the constitution of a company sets out the objects of the company6

there is deemed to be a restriction in the constitution on carrying on any

business or acti(ity that is not 7ithin those objects6 un#ess the constitution

e*press#y pro(ides other7ise.

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The constitution of a company is binding as a contract bet7een first#y6 the

company and each shareho#der6 and second#y6 each shareho#der in

accordance 7ith its terms section 4$.

ADOT"O!: A*T#RAT"O! A!D R#)OCAT"O! O%

CO!$T"T-T"O!

The shareho#ders of a company 7ithout a constitution may adopt one by

specia# reso#ution. "hareho#ders may a#so a#ter or re(o=e a constitution by

specia# reso#ution. The board of a company must ensure that notice of an

adoption6 a#teration or re(ocation is fi#ed 7ith the -egistrar 7ithin 14 days

of the e(ent ta=ing p#ace section 44.

MOD#* CO!$T"T-T"O! %OR A R")AT# COMA!&

+ mode# constitution for a pri(ate company is contained in the "econd

"chedu#e to the +ct and is found at +ppendi* I

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D"R#CTOR$

M#A!"!G O% .D"R#CTOR+ ; section 126

+ director is a person occupying the position of director of the company

by 7hate(er name ca##ed6 and as set out in section 128.

M#A!"!G O% .,OARD+ ; section 126

The ;board< and ;board of directors< of a company mean the number of

directors acting together 7ho form the reuired uorum6 or if the companyhas on#y one director6 then that director.

%-!CT"O!$ O% T'# ,OARD ; sections 125 ; 1


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The board is responsib#e for the e*ercise of the po7er by the

de#egate as if the 0oard has e*ercised the po7er.

D"R#CTOR=$ D-T"#$

The +ct spe##s out the fo##o7ing genera# duties of directors,

To e*ercise their po7ers in accordance 7ith the +ct and 7ith

the #imits and subject to the conditions and restrictions

estab#ished by the companyEs constitution@

To obtain the authorisation of a meeting of shareho#ders before

doing any act or entering into any transaction for 7hich the

authorisation or consent of a meeting of shareho#ders is

reuired by this +ct or by the companyEs constitution@

To e*ercise their po7ers honest#y in good faith in the best

interests of the company and for the respecti(e purposes for

7hich such po7ers are e*p#icit#y or imp#ied#y conferred@

To e*ercise the degree of care6 di#igence and s=i## reuired by

section 13%@

Not to ma=e use of or disc#ose any confidentia# information

recei(ed by them on beha#f of the company as directors

other7ise than as permitted and in accordance 7ith section 15$.

!-M,#R O% D"R#CTOR$ 8 R#$"D#!C# ; section 1


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4-A*"%"CAT"O!$ O% D"R#CTOR$ ; section 1


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AO"!TM#!T O% D"R#CTOR$ ; section 1

1. The first directors of a company are the persons named in an

app#ication for registration of a company or ama#gamation proposa#.They ho#d office from the date of registration of the app#ication6 or the

date the ama#gamation proposa# is effecti(e6 unti# they cease to ho#d

office in accordance 7ith the +ct@ and

2. "ubseuent directors must be appointed by ordinary reso#ution6 un#ess

the constitution of the company other7ise pro(ides@

$. + shareho#der or creditor may app#y to the Court to appoint one or

more persons as directors of the company if

there are no directors of a company6 or the number of directors

is #ess than the uorum reuired for a meeting of the 0oard@ and

it is not possib#e or practicab#e to appoint directors in

accordance 7ith the companyEs constitution or under section

14%9$: .

The Court may then6 ma=e an appointment 7here it considers that it is in

the best interests of the company to do so.

R#MO)A* O% D"R#CTOR$ ; section1


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+ director of a pri(ate company may be remo(ed from office by specia#

reso#ution passed at a meeting ca##ed for the purpose that inc#udes the

remo(a# of the director.

Notice to shareho#ders of the meeting must state that the purpose of the

meeting is for remo(a# of the director.

D"R#CTOR C#A$"!G TO 'O*D O%%"C# ; section 1


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*ODG"!G O% T'# !OT"C# O% C'A!G# section 172

+ notice of change of directors must be #odged 7ith the -egistrar of

Companies in the appro(ed form 7ithin 28 days of,

the change occurring6 in case of an appointment or resignation

of a director@ or

the company first becoming a7are of the death of a director6 or

the change in the name or residentia# address of a director6

>here the board of a company fai#s to comp#y 7ith the abo(e6 e(ery

director of the company commits an offence and is #iab#e on con(iction to

a fine not e*ceeding 5%6%%% rupees.

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$#CR#TAR&

B(ery company6 other than a sma## pri(ate company or a company ho#ding

a Category 2 /#oba# 0usiness icence must ha(e one or more secretaries.

The secretary must be a natura# person of fu## age and capacity and must

be ordinari#y resident in &auritius.

o7e(er6 a corporation may act as a secretary 7ith the appro(a# of the-egistrar subject to certain specified conditions.

The office of the secretary must not be (acant for more than $ months.

4-A*"%"CAT"O!$ O% T'# $#CR#TAR&

The secretary of a pub#ic company or of a pri(ate company6 9other than a

sma## pri(ate company or a company ho#ding a Category 2 /#oba#

0usiness icence: must be,

a #a7 practitioner6 a ua#ified auditor6 a member of the Institute

or Chartered "ecretaries and +dministrators of the ?nited

Fingdom or a member of the Chartered Institute of

&anagement +ccountant of ?nited Fingdom@ or

a member of a professiona# association of company secretaries

appro(ed by the &inister under section 11192: of the

Companies +ct 1!84 or by the &inister under subsection 92:

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"ection 133 of the +ct #ays do7n the duties of the secretary.

The company secretary must6 inter alia,

pro(ide the 0oard 7ith guidance as to its duties6 responsibi#ities

and po7ers

inform the 0oard of a## #egis#ation re#e(ant to or affecting

meetings of shareho#ders and directors and reporting at any

meetings and the fi#ing of any documents reuired of thecompany and any fai#ure to comp#y 7ith such #egis#ation@

ensure that minutes of a## meetings of shareho#ders or directors

are proper#y recorded in accordance 7ith paragraph 8 of the

'ifth "chedu#e and a## statutory registers be proper#y

maintained@

certify in the annua# financia# statements of the company that

the company has fi#ed 7ith the -egistrar a## such returns as are

reuired of the company under the +ct@

ensure that a copy of the companyEs annua# financia# statements

and 7here app#icab#e the annua# report are sent in accordance

7ith sections 21! and 22% to e(ery person entit#ed to such

statements or report in terms of the +ct.

R#MO)A* OR R#$"G!AT"O! O% $#CR#TAR&

Notification of the resignation or remo(a# of the secretary during any

accounting period must be notified to the -egistrar 7ithin 28 days.

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In the case of remo(a# of the secretary6 he may reuire the company to

inc#ude in the annua# financia# statements6 a statement setting out the

circumstances of his remo(a#.

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$'AR#'O*D#R$

The +ct gi(es added protection to shareho#ders and minority shareho#ders.

+mongst other things6 it pro(ides the fo##o7ing,

M"!OR"T& ,-&O-T

+ minority shareho#der 7ho dissents from major transactions appro(ed by

the majority or in a case of (ariation of rights 7i## ha(e the right to be

bought out by the company at a fair (a#ue.

MA!AG#M#!T R#)"#(

"hareho#ders may a#so ma=e recommendations to the board about the

management.

ATT#!DA!C# O% A-D"TOR$

The attendance of auditors at meetings of shareho#ders is an additiona#

safeguard so that the ma*imum of information on financia# statements may

be a(ai#ab#e.

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$TAT#M#!T O% R"G'T$ TO ,# G")#! TO $'AR#'O*D#R$

+ shareho#der has no7 the right to reuest for a statement setting out the

c#ass and number of shares. The rights6 pri(i#eges6 conditions and

#imitations attached to those shares must a#so be set out.

CO-RT$= O(#R$

The Courts ha(e been gi(en 7ide po7ers to protect shareho#ders against

different forms of abuse by directors6

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$'AR#$

T$ O% $'AR#$

The 1!84 +ct forbids a pub#ic or subsidiary of a pub#ic company to issue

shares 7ith disproportionate rights. There is no7 no such prohibition

under the 2%%1 +ct.

"ection 43 #ays do7n the basic rights attached to a share. They are the

right to,

one (ote at companyEs meetings@

an eua# di(idend@

an eua# share in the distribution of the surp#us assets.

The constitution or the terms of the issue of the shares may (ary those

rights i.e. the rights mentioned abo(e may be restricted6 #imited6 a#tered

or added 9section 43:. +nother major difference 7ith the 1!84 +ct is the

2%%1 +ct permits a company6 if it is a##o7ed by its constitution6 to issue

different c#asses of shares. e.g. the shares issued mayD

be redeemab#e

be preferentia# as to distribution of capita# or income

confer specia#6 #imited or conditiona# (oting rights

$%


31/68

!O AR )A*-# $'AR#$

+ major departure from the pro(isions of the Companies +ct 1!84 is the

introduction of no par value shares. "ection 4 pro(ides that the genera#ru#e is that any shares created or e(en issued after the commencement of

the +ct must be shares of no par value.

o7e(er6 e*isting companies or g#oba# business companies 7i## be

a##o7ed to sti## maintain theirpar valueshares and to issue shares or

c#asses of shares 7ith par (a#ue.

Con(ersion of one c#ass 7ithpar valueto a c#ass of no par valuecan be

effected. This 7i## reuire consent in 7riting of 5G of the shareho#ders.

The +ct has pro(ided6 ho7e(er6 that there may be e*emption to the

genera# ru#eD i.e. the company may issue share 7ith par (a#ue 7here the

-egistrar is satisfied about t7o conditionsD

If the company is a 7ho##y o7ned subsidiary registered outside

&auritius and for the purposes of reporting it is necessary for

the company to be formed 7ith shares carrying a par (a#ue or

There are good grounds for the shares to be issued at par (a#ue.

The appro(a# of the -egistrar may be granted 7ith certain conditions.

$1


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$TAT#D CA"TA*

"ection 8 introduces the concept of stated capita# 7hich is the tota# of a##

amounts recei(ed by the company or due and payab#e to the company in

re#ation to the issue of shares and ca##s made on the shares.

This stated capita# cannot be reduced un#ess a specia# reso#ution is passed

and the so#(ency test has been satisfied D section 32.

&ote+ a court order is no longer required.

%RACT"O!A* $'AR#$

+ company may6 if it is a##o7ed by its constitution6 issue fractiona# shares.

>hen fractiona# shares are issued6 they ha(e corresponding #iabi#ities6

rights and attributes.

D#!OM"!AT"O! O% $'AR#$ "! %OR#"G! C-RR#!C&

The genera# ru#e is that a## shares 7ith apar valuemust be denominated in

&auritian currency. Those shares may be designated in any foreign

currency 7ith the appro(a# of the -egistrar.

"$$-# O% $'AR#$

"ection 51D after registration6 a company must issue to any person named

in the app#ication as a shareho#der the number of shares mentioned in the

form.

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+fter the first issue of shares6 the board of a company may issue shares at

any time6 to any person6 and in any uantity it sees fit. This po7er is

subject to the pro(isions of the Companies +ct and any pro(ision in a

companyEs constitution that may modify its right to issue shares D section

5294:

The -egistrar must recei(e notice of the share issue in the appro(ed form

7ithin 14 days of the date of the issue.

D"$TR",-T"O!$ TO $'AR#'O*D#R$

"ection 31 D The board of a company may authorise a distribution by the

company at any time6 and of any amount6 and to any shareho#ders it sees

fit. 0ut before doing so it must be satisfied6 on reasonab#e grounds6 that

the company 7i## be ab#e to satisfy the so#(ency test immediate#y after the

distribution. irectors 7ho (ote in fa(our of a distribution must sign a

certificate stating that the company 7i## satisfy the so#(ency test after the

distribution and gi(e the grounds for that opinion.

$O*)#!C& T#$T

+ company satisfies a so#(ency test if,

it is ab#e to pay its debts as they become due in the ordinary

course of business@

the (a#ue of the companyEs assets is greater than the (a#ue of its

#iabi#ities6 inc#uding contingent #iabi#ities D section 3.

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34/68

M##T"!G$

There are different types of meetings that may be he#d by a company,

0oard meetings D Bighth "chedu#e

&eeting of shareho#ders D 'ifth "chedu#e

+nnua# meeting of shareho#ders

"pecia# meeting D 7hich may be he#d for the appro(a# of

financia# statements

$4


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%"*"!G O% DOC-M#!T$

The forms used for fi#ing documents 7ith the -egistrar of Companies are

prescribed)appro(ed. + #ist is set out at +ppendi* II. Computergenerated forms are acceptab#e if they are in the format prescribed. 'ees

can be paid by 7ay of ban= cheue or cash. Cheues must be made

payab#e to the /o(ernment of &auritius.

"!$TR-CT"O! %OR %"*"!G O% DOC-M#!T$

+## forms for7arded to the -egistrar of Companies for fi#ing must sho7

the name and the registration number of the company to 7hich the

document re#ates. The name6 posta# address and te#ephone number of the

person by6 or on 7hose beha#f any document or form is submitted must be

stated on the document or form. It is important to ensure that a## forms are

comp#eted correct#y in accordance 7ith the re#e(ant instructions6 and a##

the necessary information is pro(ided.

The -egistrar may refuse to register a document or dec#ine to accept a

document for registration for the fo##o7ing reasons,D

it is not in the prescribed form6 if any@

it does not comp#y 7ith the Companies +ct or -egu#ations

made under the +ct.

it is not printed6 type7ritten@

it has not been proper#y comp#eted in accordance 7ith the

notes6 instructions or direction specified in the form@

it is not on good ua#ity +4 paper@

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it does not bear origina# signature@

it contains matter contrary to #a7@

it contains an error6 a#teration or erasure@ or

it fai#s to comp#y 7ith any directi(e or notice issued by the

-egistrar.

rescribed time #imits for fi#ing of documents are set out in +ppendi* I.

%"*"!G O% OT'#R DOC-M#!T$

Charges

"ection 12 D B(ery company sha##6 7ithin 28 days of the creation by the

company of any charge6 or of ma=ing any issue of debentures charged on

or affecting any property of the company6 fi#e 7ith the -egistrar of

Companies a statement of the particu#ars of the charge in the form

prescribed. 9'orm $:

Registered office and address for service

B(ery company must ha(e a registered office in &auritius to 7hich a##

communications and notices may be addressed and 7hich sha## constitute

the address for ser(ice of #ega# proceedings of the company. The

registered office address must be notified to the -egistrar on the 'orm 1D

app#ication form for incorporation. If a company 7ishes to change its

registered office address6 the change and date of change must be notified

to the -egistrar on the appro(ed form.

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Annual return

+## companies are reuired to #odge an annua# return 7ithin 28 days of the

date of the annua# genera# meeting of the company. >here the mattersreuired to be stated are unchanged from the #ast preceding annua# return6

the company may present a ;No change -eturn< in 7hich it is certified by

the director or the secretary of the company that there is no change 7ith

respect to any of the matters stated from the #ast preceding annua# return.

+ company may not ma=e an annua# return in the ca#endar year of its

incorporation.

Annual report

"ection 218 D The board of e(ery company must 7ithin 3 months of the

ba#ance sheet date of the company6 prepare an annua# report on the affairs

of the company during the accounting period ending on that date. The

annua# report is to be presented together 7ith the financia# statements at

the annua# meeting of the shareho#ders.

It shou#d be noted that the annua# report of on#y pub#ic companies need to

be registered 7ith the -egistrar of Companies.

If the company fai#s to comp#y 7ith the abo(e6 e(ery director of the

company commits an offence and is #iab#e on con(iction to a ma*imumpena#ty of -s. 2%%6%%%.

+n app#ication may be made in 7riting to the -egistrar under section

21%92: to e*tend the period for preparing an annua# report.

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$TAT-TOR& R#G"$T#R$ A!D R#CORD$

+ company must maintain the fo##o7ing boo=s and registers,D

a share register 9section !1:

company records 9section 1!%: and

accounting records 9section 1!$:

$'AR# R#G"$T#R

"ection !1 D + company must maintain a share register that records the

shares issued by the company and states 7hether6 under the companyEs

constitution6 or the terms of issue of the shares6 there are any restrictions or

#imitations on their transfer@ and the p#ace 7here any document that

contains the restrictions or #imitations may be inspected.

The share register must a#so state the fo##o7ing 7ith respect to each c#ass

of shares,D

an a#phabetica# #ist of the names and the #atest =no7n address of

each person 7ho is6 or has 7ithin the #ast years been6 a

shareho#der@

the number of shares of that c#ass he#d by each shareho#der

7ithin the #ast years@ and

the date of any6 issue of shares to6 repurchase or redemption of

shares from6 or transfer of shares by or to6 each shareho#der

7ithin the #ast se(en years6 and in re#ation to the transfer6 the

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name of the person to or from 7hom the shares 7ere

transferred.

+n agent 9such as a share registry: may maintain the share register of any

company. + share register of a company may be di(ided into t7o or more

registers and =ept at different #ocations6 if e*press#y permitted by its

constitution. + notice of the #ocation of each register must be de#i(ered to

the -egistrar for registration 7ithin 14 days after the share register is

di(ided or any p#ace 7here a register is =ept is a#tered.

The principa# register of a company must be =ept in &auritius.

COMA!& R#CORD$

"ection 1!% D + company must =eep the fo##o7ing documents at its

registered office,D

the constitution of the company

minutes of a## meetings and shareho#dersE reso#utions 7ithin the

#ast se(en years

an interests register6 if reuired

minutes of a## meetings6 directorsE reso#utions and directorsE

meetings 7ithin the #ast se(en years

certificates gi(en by directors under the Companies +ct 7ithin

the #ast se(en years@

the fu## names and addresses of the current directors

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copies of a## 7ritten communications to a## shareho#ders or a##

ho#ders of the same c#ass of shares during the #ast se(en years6

inc#uding annua# reports made under section 218

copies of a## financia# statements and group financia# statements

reuired to be comp#eted by section 21% of the Companies +ct

for the #ast se(en comp#eted accounting periods of the

company@

the accounting records reuired by section 1!$ for the current

accounting period and for the #ast comp#eted accounting

periods of the company

the share register

the copies of instruments creating or e(idencing charges

reuired to be registered under section 12

the records may be =ept at any #ocation in the country. >here a

company changes the #ocation of the records6 the -egistrar must

be notified of the p#ace at 7hich the records are =ept 7ithin 14

days of the date of the change.

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%"!A!C"A* $TAT#M#!T$

$MA** R")AT# COMA!"#$

+ sma## pri(ate company may fi#e a 'inancia# "ummary or 'inancia#

"tatements. o7e(er those financia# statements must comp#y 7ith

regu#ations made under the +ct or

any accounting standards issued or

any regu#ations made under the &auritius +ccounting and+uditing "tandards Committee +ct 1!8!.

-,*"C A!D R")AT# COMA!"#$ @Other than small private

companies

The 'inancia# "tatements and group 'inancia# "tatements must be audited

by a ua#ified auditor. They shou#d,

be prepared in accordance 7ith and comp#y 7ith the

Internationa# +ccounting "tandards@ and

comp#y 7ith any reuirement 7hich app#ies to the companyEs

'inancia# "tatements under any other enactment

%OR#"G! COMA!"#$

The 'inancia# "tatements of foreign companies must comp#y 7ith the

Internationa# +ccounting "tandards. They must sho7 the assets emp#oyed

in and #iabi#ities arising out of its operations conducted in or from

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&auritius. They shou#d a#so contain the profit and #oss account arising out

of its operations conducted in or from &auritius

G*O,A* ,-$"!#$$ COMA!"#$

The 'inancia# "tatements of the Category 1 /#oba# 0usiness companies

ha(e to be fi#ed 7ith the 'inancia# "er(ices Commission and6 as such are

e*empted from fi#ing same 7ith the -egistrar.

ARO)A* O% %"!A!C"A* $TAT#M#!T$

The 'inancia# "tatements of a company are appro(ed at an annua# meeting

of the company.

>here the 'inancia# "tatements are not appro(ed at an annua# meeting6

they sha## be presented at a further specia# meeting ca##ed by the 0oard.

R#G"$TRAT"O! O% %"!A!C"A* $TAT#M#!T$

$mall rivate companies

The annua# return of a sma## pri(ate company must be accompanied by ,

a 'inancia# "ummary containing the information set out in the

Ninth "chedu#e or

the financia# statements in accordance 7ith section 211

-,*"C A!D R")AT# COMA!"#$ @OT'#R T'A! $MA**

R")AT#

>ithin 28 days after the financia# statements of the companies and any

group financia# statements are reuired to be signed6 pub#ic and pri(ate

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companies 9other than sma## pri(ate companies: must fi#e certified copies

of those financia# statements. + copy of the auditorEs report must a#so

accompany the financia# statements.

In the case of pub#ic companies6 a copy of the annua# report6 7hich is

reuired to be prepared under section 2186 must be de#i(ered at the same

time 7ith the financia# statements.

A!!-A* M##T"!G

B(ery company must ho#d an annua# meeting of shareho#ders once in each

ca#endar year. The meeting must be on a date 7hich is no #ater than si*

months after the companyEs ba#ance date6 and not #ater than 15 months

after the pre(ious annua# meeting D section 115. + company does not ha(e

to ho#d that meeting 7ithin 18 months of the date of its registration.

%OR#"G! COMA!"#$

+ foreign company must fi#e 7ith the -egistrar the fo##o7ing,

7ithin $ months of its annua# meeting of shareho#ders6 certified

copies of its 0a#ance "heet made up to the end of its #astpreceding accounting period together 7ith a## copies of

documents that are reuired by the #a7 app#icab#e in its country

of incorporation.

7ithin 3 months after the end of the accounting period of the

company6 'inancia# "tatements sho7ing the operations

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conducted in or from &auritius together 7ith a ua#ified

auditorEs report on those statements.

TRA!$"T"O!A* RO)"$"O! %OR %"*"!G A!D

A-D"T"!G O% ACCO-!T$ %OR #B"$T"!G COMA!"#$

Companies 7hich ha(e a ba#ance sheet date prior to the commencement of

the Companies +ct 2%%1 are entit#ed to ho#d their annua# meeting and

present their financia# accounts 7ithin the time frame pro(ided by the

Companies +ct 1!846 i.e. they may ho#d their annua# genera# meeting

7ithin 8 months from the ba#ance sheet date and to ha(e them appro(ed

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45/68

%OR#"G! COMA!"#$

R#G"$TRAT"O!

+ foreign company sha## not carry on business in &auritius on or after the

commencement of the +ct un#ess the name of the foreign company has

been reser(ed. 9section $4:

>hen a foreign company estab#ishes a p#ace of business or commences to

carry on business in &auritius6 it has to be registered 7ithin one month.

The fo##o7ing are the documents to be submitted for registration of the

foreign company,

9a: a du#y authenticated copy of,

the certificate of its incorporation or registration in its p#ace ofincorporation or origin or a document of simi#ar effect@

its constitution6 charter6 statute or memorandum and artic#es or

other instrument constituting or defining its constitution@

9b: a #ist of directors@

9c: in case there are resident directors of a #oca# 0oard6 a memorandum

du#y e*ecuted by or on beha#f of the foreign company stating their

po7ers@

9d: a memorandum of appointment or po7er of attorney must be under

the sea# of the foreign company or e*ecuted on its beha#f in such

manner as to be binding on the company6 and it shou#d state the

names and addresses of 2 or more persons resident in &auritius

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authorised to accept on its beha#f ser(ice of process and any notices

reuired to be ser(ed on the company@

9e: notice of the situation of its registered office in &auritius and6 un#ess

the office is open and accessib#e to the pub#ic during ordinary

business hours on each day6 other than "aturdays and pub#ic ho#idays6

the days and hours during 7hich it is open and accessib#e to the

pub#ic@ and

9f: a dec#aration made by the authorised agents of the company.

>here a memorandum of appointment or po7er of attorney fi#ed under

subsection 91:9e: is e*ecuted by a person on beha#f of the company6 a du#y

authenticated copy of the deed or document by 7hich that person is

authorised to e*ecute the memorandum of appointment or po7er of

attorney must be fi#ed.

On submission of the reuired documents6 the -egistrar 7i## issue a

certificate of registration as a foreign company

+ny change effected 7ithin the company must be fi#ed 7ithin one month

7ith the -egistrar in 7hich case a certificate is issued.

,A*A!C# $'##T

+ foreign company must 7ithin $ months of its annua# meeting of

shareho#ders fi#e 7ith the -egistrar6 a copy of its ba#ance sheet and 7ithin

3 months after the end of the accounting period of the company fi#e its

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financia# statements6 7hich must comp#y 7ith the Internationa#

+ccounting "tandards.

C#$$AT"O! O% ,-$"!#$$ "! MA-R"T"-$

>here a foreign company ceases to ha(e a p#ace of business or to carry on

business in &auritius6 it must 7ithin days of the date of the cessation6

fi#e a notice to that effect. The -egistrar must6 on the e*piry of $ months

after the fi#ing of the notice6 remo(e the name of the company from the

-egister.

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%##$

The fees payab#e by different types of companies and other matters are

found in the T7e#fth "chedu#e at +ppendi* II

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O%%#!C#$ -!D#R T'# ACT

No fee is payab#e for the fi#ing of any documents reuired by the

Companies +ct 2%%1. o7e(er any company or person 7ho fai#s tocomp#y 7ith the Companies +ct 2%%1 commits an offence and are #iab#e

for prosecution. The fine (aries bet7een -s. 2%6%%% to -s. 1 m and 5 years

of imprisonment.

B*amp#e of some offences and the ma*imum fine payab#e in Court,

$ections Offences Maimum fine

15 'ai#ure to produce boo=s ca##ed for by -egistrarunder his po7er of inspection

-s 5%6%%%

52 'ai#ure to fi#e 7ith the -egistrar a return ofa##otment 7ithin 14 days of the issue of shares

-s 1%%6%%%

115 'ai#ure to ca## an annua# meeting of shareho#dersonce in a year or #ater than 15 months after the

pre(ious annua# meeting or #ater than 3 monthsafter the companyEs ba#ance sheet date

-s 2%%6%%%

12 'ai#ure to fi#e the statement of particu#ars ofcharge created by the company -s 2%%6%%%

142 'ai#ure by the 0oard to notify the -egistrar of anychange in irectors)"ecretary change in theirresidentia# address or

-s 5%6%%%

13$ 'ai#ure by a company or its directors to appoint asecretary 7ithin 2 months of being ordered to doso by the -egistrar or the Court

-s 2%6%%%

18! 'ai#ure by a company to change its registered

office 7here reuired to do so by the -egistrar

-s 5%6%%%

215 'ai#ure by the company to fi#e their financia#statements or group account statement.

-s 2%%6%%%

22$ 'ai#ure to fi#e the annua# return of the company7ith the -egistrar 7ithin the prescribed de#ay.

-s 1%%6%%%

2!4 'ai#ure to inform the -egistrar 7ithin 14 days7hen ceasing to be dormant

-s 2%%6%%%

$44 +ny director6 emp#oyee6 shareho#der 7ho fa#sifies

any records of the company

-s 1m H 5 years

imprisonment

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Appendi "

Model constitution for a private compan

$#CO!D $C'#D-*#

,sections -0 and -2,1

+ pri(ate company may6 in a constitution registered by it6 e*c#ude or modify any ofthe pro(isions of this "chedu#e to the e*tent permitted by the +ct

Constitution of a private compan limited b shares

1. Issue of ne7 shares

Ne7 shares sha## be issued in accordance 7ith section 52 7ith the preDempti(e rights

pro(ided for under section 55.

2. Transfer of shares

B(ery change in the o7nership of shares in the capita# of the company sha## be subjectto the fo##o7ing #imitations and restrictions D

9a: reDempti(e pro(isions

No share in the capita# of the company sha## be so#d or transferred by anyshareho#der un#ess and unti# the rights of preDemption hereinafter conferred

ha(e been e*hausted.

9b: Transfer notice and fair price

9i: B(ery shareho#der inc#uding the persona# representati(e of a deceasedshareho#der or the assignee of the property of a ban=rupt shareho#der7ho desires to se## or transfer any share sha## gi(e notice in 7riting tothe 0oard of such desire.

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9ii: >here the notice under subparagraph 9i: inc#udes se(era# shares6 itsha## not operate as if it 7ere a separate notice in respect of each suchshare6 and the proposing transferor sha## be under no ob#igation to se##or transfer some on#y of the shares specified in such notice.

9iii: The notice under subparagraph 9i: sha## be irre(ocab#e and sha## bedeemed to appoint the 0oard as the proposing transferorEs agent to se##such shares in one or more #ots to any shareho#der or shareho#ders ofthe company6 inc#uding the directors or any of them.

9i(: The price of the shares so#d under paragraph 9iii: D

9+: sha## be the price agreed upon bet7een the party gi(ing suchnotice and the 0oard@ or

90: fai#ing any agreement bet7een them 7ithin 28 days of the

0oard recei(ing such notice6 such fair price as sha## bedetermined by a person appointed joint#y by the parties.

9(: In the absence of an agreement under subparagraph 9i(:90:6 eitherparty may app#y to the udge in Chambers to appoint an arbitrator.

9(i: The person appointed under subparagraph 9i(: or 9(: sha## certify thesum 7hich6 in his opinion6 is the fair price for the share.

9c: Offer to shareho#ders and conseuent sa#e

9i: >here the price for the shares so#d under paragraph 9b: is agreed uponor determined6 as the case may be6 the 0oard sha## immediate#y gi(enotice to each of the shareho#ders6 other than the person desiring to se##or transfer such shares.

9ii: + notice under subparagraph 9i: sha## state the number and price ofsuch shares and sha## reuest each of the shareho#ders to 7hom thenotice is gi(en to state in 7riting to the 0oard 7ithin 21 days of thedate of the notice 7hether he is 7i##ing to purchase any and6 if so6 7hatma*imum number of such shares.

9iii: +t the e*piration of 21 days from the date of the notice6 the 0oard sha##D

9+: apportion such shares amongst the shareho#ders 9if more thanone: 7ho ha(e e*pressed a desire to purchase the shares and6 asfar as possib#e6 on a pro rata basis according to the number ofshares a#ready he#d by them respecti(e#y6 or

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90: if there is on#y one shareho#der6 a## the shares sha## be so#d tothat shareho#der6

pro(ided that no shareho#der sha## be ob#iged to ta=e more than thema*imum number of shares stated in that shareho#derEs response to

such notice.

9i(: >here the apportionment is being made or any shareho#der notifies his7i##ingness to purchase6 the party desiring to se## or transfer such shareor shares sha##6 on payment of the said price6 transfer such share orshares to the shareho#der or respecti(e shareho#ders 7ho has or ha(eagreed to purchase the shares and6 in defau#t thereof6 the 0oard mayrecei(e and gi(e a good discharge for the purchase money on beha#f ofthe party desiring to se## and enter the name of the purchaser or

purchasers in the share register as ho#der or ho#ders of the share orshares so so#d.

9d: "hares on offer not ta=en up by shareho#ders

9i: >here a## the shares remain unso#d under paragraph 9c: at the e*piry ofthe period of 3% days of the 0oard recei(ing a notice under paragraph9c:9ii:6 the person desiring to se## or transfer the shares6 may6 subject tosubparagraph 9ii:6 7ithin a further period of $% days6 se## the shares notso so#d6 but not a portion on#y6 to any person 7ho is not a shareho#der.

9ii: The person desiring to se## the shares sha## not se## the shares for aprice #ess than the price at 7hich the shares ha(e been offered for sa#eto the shareho#ders under this paragraph 9that is6 paragraph 2:6 bute(ery such sa#e sha## ne(erthe#ess be subject to the pro(isions of

paragraph 4.

9e: 'ami#y transactions

9i: +ny share may be transferred by a shareho#der to6 or to trustees for6 thespouse6 father6 mother6 chi#d6 grandchi#d6 sonDinD#a7 or daughterDinD#a7 of that shareho#der6 and any share of a deceased shareho#der may

be transferred by his e*ecutors or administrators to the spouse6 father6mother6 chi#d6 grandchi#d6 sonDinD#a7 or daughterDinD#a7 of thedeceased shareho#der.

9ii: +ny share he#d by trustees under any trust may be transferred to anybeneficiary6 being the spouse6 father6 mother6 chi#d6 grandchi#d6 sonDinD#a7 or daughterDinD#a7 of such shareho#der6 of such trust6 and sharesstanding in the name of the trustee of the 7i## of any deceasedshareho#der or trustees under any such trust may be transferred uponany change of trustees for the time being of such 7i## or trust.

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9iii: The restrictions contained in paragraphs 9a: to 9d: sha## not app#y toany transfer authorised by this paragraph but e(ery such transfer sha##

be subject to paragraph $.

$. irectorsE right to refuse registration of transfers

"ubject to comp#iance 7ith sections 8 to 8!6 the 0oard may refuse or de#ay theregistration of any transfer of any share to any person 7hether an e*isting shareho#der or not67here D

9a: so reuired by #a7@

9b: registration 7ou#d impose on the transferee a #iabi#ity to the company and thetransferee has not signed the transfer@

9c: a ho#der of any such share has fai#ed to pay on the due date any amount

payab#e thereon either in terms of the issue thereof or in accordance 7ith theconstitution 9inc#uding any ca## made thereon:@

9d: the transferee is a minor or a person of unsound mind

9e: the transfer is not accompanied by such proof as the 0oard reasonab#y reuiresof the right of the transferor to ma=e the transfer@

9f: the preDempti(e pro(isions contained in paragraph 2 ha(e not been comp#ied7ith@ or

9g: the 0oard acting in good faith decides in its so#e discretion that registration ofthe transfer 7ou#d not be in the best interests of the company and)or any of itsshareho#ders.

4. urchase or other acuisition of o7n shares

9a: +uthority to acuire o7n shares

'or the purposes of section 386 the company sha## be e*press#y authorised topurchase or other7ise acuire shares issued by it.

b 9b: +uthority to ho#d o7n shares

"ubject to any restrictions or conditions imposed by #a76 the company sha## bee*press#y authorised to ho#d shares acuired by it pursuant to section 38 or11%.

5. Ca##s on shares and forfeiture of shares

Ca##s on shares and forfeiture of shares sha## be conducted in accordance 7ith the'ourth "chedu#e.

3. "hareho#ders meetings

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"hareho#ders meetings sha## be conducted in accordance 7ith the 'ifth "chedu#e.

irectors

9a: The directors of the company sha## be such person or persons as may beappointed from time to time by ordinary reso#ution or by notice to thecompany signed by the ho#der or ho#ders for the time being of the majority ofordinary shares in the capita# of the company but so that the tota# number ofdirectors sha## not at any time e*ceed the number fi*ed pursuant to paragraph9b: or by ordinary reso#ution pursuant to paragraph 9c:.

9b: The first directors and the number of directors sha## be determined in 7ritingby the subscribers to the app#ication for incorporation.

9c: The company may by ordinary reso#ution increase or reduce the number of

directors.

9d: The directors may appoint any person to be a director to fi## a casua# (acancyor as an addition to the e*isting directors but the tota# number of directors sha##not at any time e*ceed the number fi*ed in accordance 7ith paragraph 9b: or

by ordinary reso#ution pursuant to paragraph 9c:.

9e: +ny director appointed under paragraph 9d: sha## ho#d office on#y unti# thene*t fo##o7ing annua# meeting and sha## then retire but sha## be e#igib#e forappointment at that meeting.

9f: + director sha## ho#d office unti# remo(ed by specia# reso#ution pursuant tosection 1$892: or ceasing to ho#d office pursuant to section 1$!.

8. -emuneration of directors

The remuneration of directors sha## be determined in accordance 7ithsection 15!91:.

!. roceedings of directors

The directors meetings and the proceedings of directors sha## be conducted in

accordance 7ith the Bighth "chedu#e.

1%. &anaging irector

9a: The directors may appoint one or more members of the 0oard to the office ofmanaging director for such period and on such terms as they thin= fit and6subject to the terms of any agreement entered into in any particu#ar case6 mayre(o=e that appointment.

9b: >here a managing director ceases to be a director for any reason 7hatsoe(er6his appointment sha## automatica##y #apse.

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9c: + managing director sha##6 subject to the terms of any agreement entered intoin any particu#ar case6 recei(e such remuneration6 7hether by 7ay of sa#ary6commission or participation in profits6 as the directors may determine.

9d: The directors may entrust to and confer upon the managing director any of the

po7ers e*ercisab#e by them 7ith such restrictions as they thin= fit6 and eithergenera##y or to the e*c#usion of their o7n po7ers subject to section 1$16 andthe directors may re(o=e6 a#ter6 or (ary6 a## or any of these po7ers/

11. i(idends

9a: + di(idend may be authorised and dec#ared by the 0oard at such time and suchamount 9subject to the so#(ency test: as it thin=s fit.

9b: "ubject to the rights of persons6 if any6 entit#ed to shares 7ith specia# rights asto di(idend6 a## di(idends sha## be dec#ared and paid according to the amounts

paid or credited as paid on the shares in respect of 7hich the di(idend is paid6but no amount paid or credited as paid on a share in ad(ance of ca##s sha## betreated for the purposes of this paragraph 9that is paragraph 11: as paid on theshare.

9c: +## di(idends sha## be apportioned and paid proportionate#y to the amountspaid or credited as paid on the shares during any portion or portions of theperiod in respect of 7hich the di(idend is paid6 but 7here any share is issuedon terms pro(iding that it sha## ran= for di(idend as from a particu#ar date6 thatshare sha## ran= for di(idend according#y.

9d: The directors may deduct from any di(idend payab#e to any shareho#der a##sums of money6 if any6 present#y payab#e by him to the company on account ofca##s or other7ise in re#ation to the shares of the company.

9e: No di(idend sha## bear interest against the company.

9f: +ny di(idend6 interest6 or other money payab#e in cash in respect of sharesmay be paid by cheue or posta# or money order sent through the post directedto the registered address of the ho#der6 or in the case of joint ho#ders6 to theregistered address of that one of the joint ho#ders 7ho is first named on theshare register or to such person and to such address as the ho#der or joint

ho#ders may in 7riting direct.

9g: B(ery such cheue or posta# or money order sha## be made payab#e to theorder of the person to 7hom it is sent.

9h: +ny one of the 2 or more joint ho#ders may gi(e effectua# receipts for anydi(idends6 bonuses6 or other money payab#e in respect of the shares he#d bythem as joint ho#ders.

12. >inding up

9a: "ubject to paragraphs 9b: and 9c: and to the terms of issue of any shares in thecompany6 upon the 7inding up of the company6 the assets6 if any6 remaining

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after payment of the debts and #iabi#ities of the company and the costs of7inding up 9the surp#us assets:6 sha## be distributed among the shareho#ders in

proportion to their shareho#ding.

9b: The ho#ders of shares not fu##y paid up sha## on#y recei(e a proportionate share

of their entit#ement being an amount paid to the company in satisfaction of the#iabi#ity of the shareho#der to the company in respect of the shares either underthe constitution of the company or pursuant to the terms of issue of the shares.

9c: >here the company is 7ound up6 the #iuidator may6 7ith the sanction of aspecia# reso#ution of the company6 di(ide in =ind amongst the members theassets of the company6 7hether they consist of property of the same =ind ornot6 and may for that purpose set such (a#ue as he deems fair upon any

property to be di(ided and may determine ho7 the di(ision is to be carried outas bet7een the shareho#ders or different c#asses of shareho#ders.

1$. One person companies and companies in 7hich a## shareho#ders are directors

>here6 at any time6 the company for a continuous period e*ceeding 3 months is a oneperson company6 or is a company in 7hich a## the shareho#ders a#so ho#d office as director6then6 for so #ong as such circumstance continues6 the fo##o7ing pro(isions sha## app#y D

9a: Issue of shares

Ne7 shares may be issued by unanimous reso#ution signed by theshareho#der)s ha(ing such rights and on such terms and conditions as may beset out in the reso#ution and a copy of the reso#ution sha## be fi#ed 7ith the-egistrar of Companies.

9b: &eetings

"eparate meetings of shareho#ders and directors need not be he#d pro(ided a##matters reuired by the +ct to be dea#t 7ith by a meeting of shareho#ders or ameeting of directors are dea#t 7ith by 7ay of a unanimous reso#ution.

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Appendi ""

T(#*%T' $C'#D-*#

,section 2/,b"

%ees paable to Registrar

+-T I%ee paable

"tems Matters in respect of Ehich a fee shall be paable (ithin the

due date

After the due

date

1. In the case of a sma## pri(ate company D9a: at the time of its incorporation@ and9b: in respect of e(ery subseuent year

In the case of a company ho#ding a Category 2 /#oba# 0usiness

icence D9a: at the time of its incorporation@ and9b: in respect of e(ery subseuent year

-s 26%%%-s 26%%%

?"J 35?"J 35

D-s $6%%%

D?"J 1%%

2. In the case of a foreign company D9a: at the time of its registration@ and9b: in respect of e(ery subseuent year

-s !6%%%-s !6%%%

D-s 1$6%%%

$. In the case of a company9a: recorded by the -egistrar as being a dormant company@9b: in respect of e(ery subseuent year.

-s 26%%%-s 26%%%

-s $6%%%-s $6%%%

4. In the case of a pub#ic company D

9a: at the time of its incorporation@ and9b: in respect of e(ery subseuent year

-s !6%%%-s !6%%%

D-s 1$6%%%

5. In the case of any other company D9a: at the time of its incorporation@ and9b: in respect of e(ery subseuent year

-s 26%%%-s 36%%%

D-s !6%%%

3. In the case of a commercia# partnership ,socit commercialeincluding socit commerciale de faitD9a: at the time of its registration@ and9b: in respect of e(ery subseuent year

-s 36%%%-s 36%%%

D-s !6%%%

ART """tem Matters in respect of Ehich a fee shall be paable %ee paable

1. 'or any certificate issued by the -egistrar or for certifying anycopy or e*tract of any document in the custody of the -egistrar -s 1%%

2. 'or a copy or e*tract of any document in the custody of the-egistrar

-s 2%er page

$. 'or search of information in respect of e(ery company orcommercia# partnership -s 5%

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Appendi """

$ections of the Companies Act 2001 not applicable to

Categor 1 Global ,usiness *icence

$ections Contents

14 9: Inspection and e(idence of registers 9not app#icab#e to a pri(atecompany un#ess the person is a shareho#der:

2$ 92: 9c:

in so far as it re#atesto a pri(ate company

particu#ars of any business occupation and directorships of anypub#ic company or subsidiary of a pub#ic company he#d by eachdirector

$2 Inc#usion of 7ord KimitedE in name

4 No par (a#ue shares

4894: "tated capita# and share premium account5% enomination of share capita#

32 92: -euirement to gi(e pub#ic notice of a proposed reduction of acompanyEs stated capita#

%91:9e: isc#osure document

1 91: Cance##ation of share repurchased

8$ subsidiary may not ho#d shares in ho#ding company

891: Instrument of transfer

15! -emuneration and other benefits

13491: 9a: The -egistrar may appro(e the appointment of a firm or corporationto act as secretary pro(ided that at #east one member of the firm orone director of the corporation is ordinari#y resident in &auritius

18 rejudiced shareho#ders

1! +#teration to constitution

1! 91: 9a: +ppointment of partnership as auditor 7here at #east one member ofthe firm is ordinari#y resident in &auritius

1!8 92: 9e: appointment of auditor 7here the person is not ordinari#y resident in&auritius

218 Ob#igation to prepare annua# report21! sending of annua# report to shareho#ders

22% sending of financia# statements to shareho#ders 7ho e#ect not torecei(e annua# report

221 content of annua# report

222 'ai#ure to send annua# report

22$ +nnua# return

225 ub#ic inspection of company records

228 copies of documents

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Appendi ")

$ections of the Companies Act 2001 not applicable to

Categor 2 Global ,usiness *icence

$ections Contents149: Inspection L e(idence of -egisters 9not app#icab#e un#ess the person is a

shareho#der:.

2$92:9c: +pp#ication for incorporation particu#ars of any business occupation anddirectorships of any pub#ic company or a subsidiary of a pub#ic company he#d

by each director.

$2 Inc#usion of 7ord 3limited4 in name.

4 No par (a#ue shares.

4894: "tated capita# and share premium account.

5% enomination of share capita#5 "hares not paid for in cash.

3292: roposed reduction of a companyEs stated capita# not reuired to be gi(en bypub#ic notice.

%91:9e: isc#osure document

8$ "ubsidiary may not ho#d shares in ho#ding company.

891: Instrument of transfer of shares or debentures.

15! -emuneration L other benefits re#ating to directors.

13$ "ecretary

134 -egistrar may appro(e corporation for appointment as secretary.

135 Mua#ifications of secretary.

133 uties of secretary13 Notice to be gi(en of remo(a# or resignation of secretary

18 rejudiced shareho#ders

1! +#teration to constitution.

1!$ +ccounting records to be =ept

1!4 #ace accounting records to be =ept

1!5 +ppointment of auditor.

1!3 +uditorEs fees and e*penses

1!91:9a: +ppointment of partnership as auditor 7here at #east one member of the firm isordinari#y resident in &auritius.

1!892:9e: +ppointment of auditor 7here that person is not ordinari#y resident in&auritius.

21% Ob#igation to prepare financia# statements

211 Contents and form of financia# statements

212 Ob#igation to prepare financia# statements

21$ 'inancia# statements to be presented in &auritius currency un#ess other7iseappro(ed by -egistrar.

214 Contents and form of group financia# statements.

215 -egistration of financia# statements

213 &eaning of 3balance sheet date4

21 &eaning of 3financial statements4 and 3group financial statements4

218 Ob#igation to prepare annua# report

21! "ending of annua# report to shareho#ders

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22% "ending of financia# statements to shareho#ders 7ho e#ect not to recei(e annua#report

221 Contents of annua# report

222 'ai#ure to send annua# report

22$ +nnua# return

225 ub#ic inspection of company records228 Copies of documents

2%9a: ro(isions re#ating to pri(ate company

2$ +pp#ication of art 11 9'oreign Companies:

24 &eaning of 3carrying on business4

25 Name to be reser(ed before carrying on business

23 -egistration of foreign companies

2 -egistered office and authorised agents

28 -eturn of a#terations

2! -egistrarEs certificate

28% a#idity of transactions not effected281 0a#ance sheet

282 Notice by foreign company of particu#ars of its business in &auritius

28$ Name and country of incorporation

284 "er(ice of notices

285 0ranch registers

283 Cessation of business in &auritius

3%


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Appendi )

$ections of the Companies Act 1567 not applicable toCategor 1 and 2 Global ,usiness *icence

$ections Contents$5 +uthorised &utua# 'und

2$2 oo#ing of assets of re#ated Companies

2$$ /uide#ines for orders to contribute or poo# assets.

31


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Appendi )"

T"M# *"M"T %OR %"*"!G O% DOC-M#!T$ #TC/

*"M"T O% 3 DA&$

$#CT"O!$ DOM#$T"CCOMA!"#$

CAT#GOR& 1G*O,A*

,-$"!#$$

CAT#GOR& 2G*O,A*

,-$"!#$$

1!594: Notice to -OC t o appoint auditor

283 Cessation of business for foreigncompanies

$1$94: ecision of the Court communicated to-egistrar for non remo(a# from register

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Appendi )" @ctd/

*"M"T O% 17 DA&$

$#CT"O!$ DOM#$T"C

COMA!"#$

CAT#GOR& 1

G*O,A*,-$"!#$$

CAT#GOR& 2

G*O,A*,-$"!#$$

1 -egistrar gi(ing de#ay to comp#y

4495: To de#i(er appro(ed constitution to the-egistrar

49$:9c: Notice of con(ersion of shares

5%9$: ar (a#ue designated in foreign currency

5294: Issue of shares not paid for in cash

5$9$: +#teration of share capita#

594: Certificate for shares not paid for in cash

58 Ca##s on shares

3$


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Appendi )" @ctd/

$#CT"O!$ DOM#$T"C

COMA!"#$

CAT#GOR& 1

G*O,A*

,-$"!#$$

CAT#GOR& 2

G*O,A*

,-$"!#$$

329: -eduction of share capita#

!29$:9a: "hare registered di(ided L =ept

separate#y

!29$:9b: The p#ace 7here the share register is=ept is a#tered

1!9$: Court ordering change inconstitution

1!%95: #ace 7here company records are=ept is changed

23295: 'i#ing Court Order for ama#gamation

23$92: +dditiona# Court Orders to be fi#edto -OC by 0oard

28595: Opening of a branch register

28593: Change in p#ace 7here branch

register is =ept

2!49$: Company recorded as dormant

2!494: >here Company ceases to bedormant

$$92: ea(e of Court to manage acompany by con(icted person

34


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Appendi )" @ctd/

*"M"T O% 26 DA&$

$#CT"O!$ DOM#$T"C

COMA!"#$

CAT#GOR& 1

G*O,A*

,-$"!#$$

CAT#GOR& 2

G*O,A*

,-$"!#$$

$ -egistrar directing company to changename

459$: irection for a ne7 form of constitution by-egistrar

8892: -euest of transfer of share certificate

8! Notice of refusa# to enter a transfer in theregister

!91: Company sending share certificate toho#der in pub#ic companies

!94: +pp#ication by shareho#der for sharecertificate to companies

1%!9$: Notice to shareho#der by Company todecision to purchase of share or not

1291L2: 'i#ing of particu#ars of charges

142 92:9d: Notice of change of directors or "ecretaries

13 91: Notice on remo(a# or resignation ofsecretary

215 -egistration of financia# statements

22$92: 'i#ing of +nnua# -eturns

35


66/68

Appendi )" @ctd/

*"M"T O% O!# MO!T'

$#CT"O!$ DOM#$T"C

COMA!"#$

CAT#GOR& 1

G*O,A*,-$"!#$$

CAT#GOR& 2

G*O,A*,-$"!#$$

11495: ariation of rights 9"pecia# -eso#ution:

2391: -egistration of 'oreign Companies

2891: -eturn of a#teration

2892: Company increasing its authorised sharecapita# 9'oreign:

289$: 'oreign company increasing the number ofits members

2894: Order made by foreign court to foreigncompanies

28392:9a: 'oreign Company in #iuidation ordisso#(ed

3th"chedu#e92:

ebenture ho#dersE representati(e9repayment of #oans:

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Appendi )""

R#$CR",#D %ORM$

+pp#ication for Incorporation of a Company "2$.'1+pp#ication to change name of a Company "$3.'2

"tatement of articu#ars of Charges "12.'$

Consent and Certificate of irector of ama#gamated Company "248.'4

Consent and Certificate of "ecretary of +ma#gamated Company "248.'5

+nnua# -eturn of Company imited by /uarantee "23!.'3

ARO)#D %ORM$

Consent and Certificate of irector "2$.'

Consent and Certificate of "ecretary "2$.'8

Consent of "hareho#der "2$.'!

Consent of &ember 9Company #imited by /uarantee: "2$.'1%

+pp#ication for -eser(ation of Company Name "$4.'11

Notice of +doption)+#teration)-e(ocation of Constitution "44.'12

Notice of Issue of "hare "52.'1$

Notice of Ca##s on "hares "58.'14

Notice of ariation of -ights "114.'15

Notice of Change of irector "14291:9a:.'1Notice of Change of "ecretary "14291:9a:.'18

Notice of change of articu#ar of irector)"ecretary)ersonnominated to act as "ecretary in one erson Company

"14291:9a:.'1!

Consent and Certificate of "ecretary "13$.'2%

Notice of Change in -egistered Office "188.'21

+pp#ication to Transfer Incorporation to another Country "$%2.'22

+pp#ication for -emo(a# of Company from -egister "$%!91:9d:.'2$

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Companies Division

One Cathedral $Fuare:

ules oenig $treet:

ort*ouis

Web site ? http?HHcompanies/gov/muEmail ? rocdIintnet/mu

Fax ? 212J75

? 2067113

ghckhjb ,guide-registrar companies.doc

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