First Schedule (Section 10 (3))
Oath
I, ____________________ being appointed ____________________________ do hereby swear/solemnly affirm that I shall not, on any account and at any time, disclose, otherwise than with the authorisation of the Court or where it is strictly necessary for the performance of my duties, any confidential information obtained by me by virtue of my official capacity.Taken before me ____________________ Master and Registrar of the Supreme Court on __________________________________.Second Schedule (Sections 40 and 42 (1))
A private company may, in a constitution registered by it, exclude or modify any of the provisions of this Schedule to the extent permitted by the ActConstitution of a private company limited by shares
1.Issue of new sharesNew shares shall be issued in accordance with section 52 with the preemptive rights provided for under section 55.2.Transfer of sharesEvery change in the ownership of shares in the capital of the company shall be subject to the following limitations and restrictions—(a)Pre-emptive provisionsNo share in the capital of the company shall be sold or transferred by any shareholder unless and until the rights of pre-emption hereinafter conferred have been exhausted.(b)Transfer notice and fair price(i)Every shareholder including the personal representative of a deceased shareholder or the assignee of the property of a bankrupt shareholder who desires to sell or transfer any share shall give notice in writing to the Board of such desire.(ii)Where the notice under subparagraph (i) includes several shares, it shall not operate as if it were a separate notice in respect of each such share, and the proposing transferor shall be under no obligation to sell or transfer some only of the shares specified in such notice.(iii)The notice under subparagraph (i) shall be irrevocable and shall be deemed to appoint the Board as the proposing transferor's agent to sell such shares in one or more lots to any shareholder or shareholders of the company, including the directors or any of them.(iv)The price of the shares sold under subparagraph (iii)—(A)shall be the price agreed upon between the party giving such notice and the Board; or(B)failing any agreement between them within 28 days of the Board receiving such notice, shall be such fair price as shall be determined by a person appointed jointly by the parties.(v)In the absence of an agreement under subparagraph (iv) (B), either party may apply to the Judge in Chambers to appoint an arbitrator.(vi)The person appointed under subparagraph (iv) or (v) shall certify the sum which, in his opinion, is the fair price for the share.(c)Offer to shareholders and consequent sale(i)Where the price for the shares sold under paragraph (b) is agreed upon or determined, as the case may be, the Board shall immediately give notice to each of the shareholders, other than the person desiring to sell or transfer such shares.(ii)A notice under subparagraph (i) shall state the number and price of such shares and shall request each of the shareholders to whom the notice is given to state in writing to the Board within 21 days of the date of the notice whether he is willing to purchase any and, if so, what maximum number of such shares.(iii)At the expiration of 21 days from the date of the notice, the Board shall—(A)apportion such shares amongst the shareholders (if more than one) who have expressed a desire to purchase the shares and, as far as possible, on a pro rata basis according to the number of shares already held by them respectively; or(B)if there is only one shareholder, all the shares shall be sold to that shareholder,provided that no shareholder shall be obliged to take more than the maximum number of shares stated in that shareholder's response to such notice.(iv)Where the apportionment is being made or any shareholder notifies his willingness to purchase, the party desiring to sell or transfer such share or shares shall, on payment of the said price, transfer such share or shares to the shareholder or respective shareholders who has or have agreed to purchase the shares and, in default thereof, the Board may receive and give a good discharge for the purchase money on behalf of the party desiring to sell and enter the name of the purchaser or purchasers in the share register as holder or holders of the share or shares so sold.(d)Shares on offer not taken up by shareholders(i)Where all the shares remain unsold under paragraph (c) at the expiry of the period of 60 days of the Board receiving a notice under paragraph (c) (ii), the person desiring to sell or transfer the shares, may, subject to subparagraph (ii), within a further period of 30 days, sell the shares not so sold, but not a portion only, to any person who is not a shareholder.(ii)The person desiring to sell the shares shall not sell the shares for a price less than the price at which the shares have been offered for sale to the shareholders under this paragraph (that is, paragraph (2), but every such sale shall nevertheless be subject to the provisions of paragraph 4.(e)Family transactions(i)Any share may be transferred by a shareholder to or to trustees for, the spouse, father, mother, child, grandchild, son-in-law or daughter-in-law of that shareholder, and any share of a deceased shareholder may be transferred by his executors or administrators to the spouse, father, mother, child, grandchild, son-in-law or daughter-in-law of the deceased shareholder.(ii)Any share held by trustees under any trust may be transferred to any beneficiary, being the spouse, father, mother, child, grandchild, son-in-law or daughter-in-law of such shareholder, of such trust, and shares standing in the name of the trustee of the will of any deceased shareholder or trustees under any such trust may be transferred upon any change of trustees for the time being of such will or trust.(iii)The restrictions contained in paragraphs (a) to (d) shall not apply to any transfer authorised by this paragraph but every such transfer shall be subject to paragraph 3.3.Directors' right to refuse registration of transfersSubject to compliance with sections 87 to 89, the Board may refuse or delay the registration of any transfer of any share to any person whether an existing shareholder or not, where—(b)registration would impose on the transferee a liability to the company and the transferee has not signed the transfer;(c)a holder of any such share has failed to pay on the due date any amount payable thereon either in terms of the issue thereof or in accordance with the constitution (including any call made thereon);(d)the transferee is a minor or a person of unsound mind;(e)the transfer is not accompanied by such proof as the Board reasonably requires of the right of the transferor to make the transfer;(f)the pre-emptive provisions contained in paragraph 2 have not been complied with; or(g)the Board acting in good faith decides in its sole discretion that registration of the transfer would not be in the best interests of the company and/or any of its shareholders.4.Purchase or other acquisition of own shares(1)Authority to acquire own sharesFor the purposes of section 68, the company shall be expressly authorised to purchase or otherwise acquire shares issued by it.(2)Authority to hold own sharesSubject to any restrictions or conditions imposed by law, the company shall be expressly authorised to hold shares acquired by it pursuant to section 68 or 110.5.Calls on shares and forfeiture of sharesCalls on shares and forfeiture of shares shall be conducted in accordance with the Fourth Schedule.6.Shareholders meetingsShareholders meetings shall be conducted in accordance with the Fifth Schedule.7.Directors(1)The directors of the company shall be such person or persons as may be appointed from time to time by ordinary resolution or by notice to the company signed by the holder or holders for the time being of the majority of ordinary shares in the capital of the company but so that the total number of directors shall not at any time exceed the number fixed pursuant to subparagraph (2) or by ordinary resolution pursuant to subparagraph (3).(2)The first directors and the number of directors shall be determined in writing by the subscribers to the application for incorporation.(3)The company may by ordinary resolution increase or reduce the number of directors.(4)The directors may appoint any person to be a director to fill a casual vacancy or as an addition to the existing directors but the total number of directors shall not at any time exceed the number fixed in accordance with subparagraph (2) or by ordinary resolution pursuant to subparagraph (3).(5)Any director appointed under subparagraph (1) shall hold office only until the next following annual meeting and shall then retire but shall be eligible for appointment at that meeting.(6)A director shall hold office until removed by special resolution pursuant to section 138 (2) or ceasing to hold office pursuant to section 139.8.Remuneration of directorsThe remuneration of directors shall be determined in accordance with section 159 (1).9.Proceedings of directorsThe directors' meetings and the proceedings of directors shall be conducted in accordance with the Eighth Schedule.10.Managing director(1)The directors may appoint one or more members of the Board to the office of managing director for such period and on such terms as they think fit and, subject to the terms of any agreement entered into in any particular case, may revoke that appointment.(2)Where a managing director ceases to be a director for any reason whatsoever, his appointment shall automatically lapse.(3)A managing director shall, subject to the terms of any agreement entered into in any particular case, receive such remuneration, whether by way of salary, commission or participation in profits, as the directors may determine.(4)The directors may entrust to and confer upon the managing director any of the powers exercisable by them with such restrictions as they think fit, and either generally or to the exclusion of their own powers subject to section 131, and the directors may revoke, alter, or vary, all or any of these powers.11.Dividends(1)A dividend may be authorised and declared by the Board at such time and such amount (subject to the solvency test) as it thinks fit.(2)Subject to the rights of persons, if any, entitled to shares with special rights as to dividend, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect of which the dividend is paid, but no amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this paragraph (that is paragraph 11) as paid on the share.(3)All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid, but where any share is issued on terms providing that it shall rank for dividend as from a particular date, that share shall rank for dividend accordingly.(4)The directors may deduct from any dividend payable to any shareholder all sums of money, if any, presently payable by him to the company on account of calls or otherwise in relation to the shares of the company.(5)No dividend shall bear interest against the company.(6)Any dividend, interest, or other money payable in cash in respect of shares may be paid by cheque or postal or money order sent through the post directed to the registered address of the holder, or in the case of joint holders, to the registered address of that one of the joint holders who is first named on the share register or to such person and to such address as the holder or joint holders may in writing direct.(7)Every such cheque or postal or money order shall be made payable to the order of the person to whom it is sent.(8)Any one of the 2 or more joint holders may give effectual receipts for any dividends, bonuses, or other money payable in respect of the shares held by them as joint holders.12.Winding up(1)Subject to subparagraphs (2) and (3) and to the terms of issue of any shares in the company, upon the winding up of the company, the assets, if any, remaining after payment of the debts and liabilities of the company and the costs of winding up (the surplus assets), shall be distributed among the shareholders in proportion to their shareholding.(2)The holders of shares not fully paid up shall only receive a proportionate share of their entitlement being an amount paid to the company in satisfaction of the liability of the shareholder to the company in respect of the shares either under the constitution of the company or pursuant to the terms of issue of the shares.(3)Where the company is wound up, the liquidator may, with the sanction of a special resolution of the company, divide in kind amongst the members the assets of the company, whether they consist of property of the same kind or not, and may for that purpose set such value as he deems fair upon any property to be divided and may determine how the division is to be carried out as between the shareholders or different classes of shareholders.13.One person companies and companies in which all shareholders are directorsWhere, at any time, the company for a continuous period exceeding 6 months is a one person company, or is a company in which all the shareholders also hold office as directors, then, for so long as such circumstance continues, the following provisions shall apply—(a)Issue of sharesNew shares may be issued by unanimous resolution signed by the shareholder/s having such rights and on such terms and conditions as may be set out in the resolution and a copy of the resolution shall be filed with the Registrar of Companies.(b)MeetingsSeparate meetings of shareholders and directors need not be held provided all matters required by the Act to be dealt with by a meeting of shareholders or a meeting of directors are dealt with by way of a unanimous resolution.Third Schedule (Sections 98 (1), 124 (4) and 356 (2))
Fees payable to company
Item | Fee payable (Rupees) |
---|
1. | For the issue of duplicate certificate or document of title to a share or debenture | 100 |
2. | For every page required to be copied for a debenture holder or member | 5 |
3. | For inspection or obtaining of copies of any book, record or document (maximum fee payable) | 50 |
Fourth Schedule (Section 101 (3))
Procedure for making calls in respect of shares and forfeiture of shares
1.Calls on shares(1)Board may make calls(a)The Board may, from time to time, make such calls as it thinks fit upon the shareholders in respect of any amount unpaid on their shares and not by the conditions of issue made payable at a fixed time or times, and each shareholder shall, subject to receiving at least 14 days' written notice specifying the time or times and place of payment, pay to the company at the time or times and place so specified the amount called.(b)A call made under subparagraph (1) may be revoked or postponed as the Board may determine.(2)Timing of callsA call may be made payable at such times and in such amount as the Board may determine.(3)Liability of joint holdersThe joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.(4)Interest(a)Where an amount called in respect of a share is not paid on or before the time appointed for payment thereof, the person from whom the amount is due shall pay interest on that amount from the time appointed for payment thereof to the time of actual payment at such rate not exceeding 10 per cent per annum as the Board may determine.(b)The Board may waive, wholly or partly, any interest payable under subparagraph (a).(5)InstalmentsAny amount which by the terms of issue of a share becomes payable on issue or at any fixed time shall for all purposes be deemed to be a call duly made and payable at the time at which by the terms of issue the same becomes payable and, in case of non-payment, all the relevant provisions of this Schedule relating to payment of interest and expenses, forfeiture or otherwise shall apply as if the amount had become payable by virtue of a call duly made and notified.(6)Differentiation as to amountThe Board may, on the issue of shares, differentiate between the holders as to the amount of calls to be paid and the times of payment.2.Forfeiture of shares(1)Notice of defaultWhere any person fails to pay any call or any instalment of a call for which such person is liable at the time appointed for payment, the Board may at any time thereafter, serve notice on such person requiring payment of the amount unpaid together with any interest which may have accrued.(2)Final payment dateThe notice under subparagraph (1) shall name a further day, not earlier than the expiration of 14 days from the date of service of the notice, on or before which the payment required by the notice shall be made, and shall state that, in the event of non-payment on or before the time appointed, the shares in respect of which the amount was owing are liable to be forfeited.(3)Forfeiture(a)Where the requirements of the notice under paragraph (b) are not complied with, any share in respect of which the notice has been given may be forfeited, at any time before the required payment has been made, by resolution of the Board to that effect.(b)Any forfeiture under sub-subparagraph (a) shall include all dividends and bonuses declared in respect of the forfeited share and not actually paid before the forfeiture.(4)Sale of forfeited shares(a)A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Board in its sole discretion thinks fit and, at any time before a sale or disposition, the forfeiture may be cancelled on such terms as the Board thinks fit.(b)Where any forfeited share is sold within 12 months of the date of forfeiture, the residue, if any, of the proceeds of sale after payment of all costs and expenses of such sale or any attempted sale and all amounts owing in respect of the forfeited share and interest thereon shall be paid to the person whose share has been forfeited.(5)Cessation of shareholdingA person whose share has been forfeited shall cease to be a shareholder in respect of the forfeited share, but shall, nevertheless, remain liable to pay to the company all amounts which, at the time of forfeiture, were payable by such person to the company in respect of the share, but liability shall cease if and when the company receives payment in full of all such amounts.(6)Evidence of forfeitureA declaration in writing declaring that the declarant is a director of the company and that a share in the company has been duly forfeited on a date stated in the declaration shall be conclusive evidence of such facts as against all persons claiming to be entitled to the share.(7)Validity of saleThe company may receive the consideration, if any, given for forfeited share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of, and such person shall then be registered as the holder of the share and shall not be bound to see the application of the purchase money, if any, nor shall such person's title to the share be effected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.Fifth Schedule (Sections 119, 155 (1) and 166 (c))
Proceedings at meetings of shareholders
1.Chairperson(1)Where the directors have elected a Chairperson of the Board, and the Chairperson of the Board is present at a meeting of shareholders, he shall chair the meeting.(2)(a)Where no Chairperson of the Board has been elected or if, at any meeting of shareholders, the Chairperson of the Board is not present within 15 minutes of the time appointed for the commencement of the meeting, the directors present shall elect one of their number to be Chairperson of the meeting.(b)Where no director is willing to act as Chairperson, or where no director is present within 15 minutes of the time appointed for holding the meeting, the shareholders present may choose one of their number to be Chairperson of the meeting.2.Notice of meetings(1)Written notice of the time and place of a meeting of shareholders shall be sent to every shareholder entitled to receive notice of the meeting and to every director, Secretary and auditor of the company not less than 14 days before the meeting.(2)The notice shall state—(a)the nature of the business to be transacted at the meeting in sufficient detail to enable a shareholder to form a reasoned judgment in relation to it; and(b)the text of any special resolution to be submitted to the meeting.(3)Any irregularity in a notice of a meeting shall be waived where all the shareholders entitled to attend and vote at the meeting attend the meeting without protest as to the irregularity, or where all such shareholders agree to the waiver.(4)(a)Any accidental omission to give notice of a meeting to, or the failure to receive notice of a meeting by, a shareholder shall not invalidate the proceedings at that meeting.(b)The Chairperson may, or where directed by the meeting, shall, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.(c)When a meeting of shareholders is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.(5)Notwithstanding subparagraphs (1), (2) and (3), it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.(6)Subparagraphs (1), (2) and (3) shall apply notwithstanding any contrary provision in any constitution adopted by the company.3.Methods of holding meetings(1)A meeting of shareholders may be held either—(a)by a number of shareholders who constitute a quorum, being assembled together at the place, date, and time appointed for the meeting; or(b)by means of audio, or audio and visual, communication by which all shareholders participating and constituting a quorum, can simultaneously hear each other throughout the meeting.(2)Subparagraph (1) shall apply notwithstanding any contrary provision in any constitution adopted by the company.4.Quorum(1)Where a quorum is not present, no business shall, subject to subparagraph (3), be transacted at a meeting of shareholders.(2)A quorum for a meeting of shareholders shall be present where the shareholders or their proxies are present or have cast postal votes, who are between them able to exercise a majority of the votes to be cast on the business to be transacted by the meeting.(3)Where a quorum is not present within 30 minutes after the time appointed for the meeting—(a)in the case of a meeting called under section 118 (1) (b), the meeting shall be dissolved;(b)in the case of any other meeting, the meeting shall be adjourned to the same day in the following week at the same time and place, or to such other date, time and place as the directors may appoint; and(c)where, at the adjourned meeting, a quorum is not present within 30 minutes after the time appointed for the meeting, the shareholders or their proxies present shall be a quorum.(4)Subparagraphs (1) and (3) (a) and (b) shall apply notwithstanding any contrary provision in any constitution adopted by the company.5.Voting(1)Where a meeting of shareholders is held under paragraph 3 (1) (a), unless a poll is demanded, voting at the meeting shall be by whichever of the following methods is determined by the Chairperson of the meeting—(b)voting by show of hands;(2)Where a meeting of shareholders is held under paragraph 3 (1) (b), unless a poll is demanded, voting at the meeting shall be by the shareholders signifying individually their assent or dissent by voice.(3)A declaration by the Chairperson of the meeting that a resolution is carried by the requisite majority shall be conclusive evidence of that fact unless a poll is demanded in accordance with subparagraph (4).(4)At a meeting of shareholders, a poll may be demanded by—(a)not less than 5 shareholders having the right to vote at the meeting;(b)a shareholder or shareholders representing not less than 10 per cent of the total voting rights of all shareholders having the right to vote at the meeting;(c)by a shareholder or shareholders holding shares in the company that confer a right to vote at the meeting and on which the aggregate amount paid up is not less than 10 per cent of the total amount paid up on all shares that confer that right; or(d)the Chairperson of the meeting;(5)A poll may be demanded either before or after the vote is taken on a resolution.(6)Where a poll is taken, votes shall be counted according to the votes attached to the shares of each shareholder present in person or by proxy and voting.(7)The Chairperson of a shareholders' meeting shall not be entitled to a casting vote.(8)(a)For the purposes of this paragraph, the instrument appointing a proxy to vote at a meeting of a company shall confer authority to demand or join in demanding a poll and a demand by a person as proxy for a shareholder shall have the same effect as a demand by the shareholder.(b)Subject to any rights or restrictions for the time being attached to any class of shares, every shareholder present in person or by proxy and voting by voice or by show of hands and every shareholder voting by postal vote (where this is permitted) shall have one vote.(c)The Chairperson may demand a poll on a resolution either before or after a vote thereon by voice or by show of hands.(d)The demand for a poll may be withdrawn.(e)Where a poll is duly demanded, it shall, subject to subparagraph (a), be taken in such manner as the Chairperson directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll is demanded.(f)A poll demanded—(i)on the election of a Chairperson or on a question of adjournment, shall be taken immediately;(ii)on any other question, shall be taken at such time and place as the meeting directs,and any business other than that on which a poll is demanded may be proceeded with pending the taking of the poll.(9)Subparagraphs (1) to (6) and (8) shall apply notwithstanding any contrary provision in any constitution adopted by the company.6.Proxies(1)A shareholder may exercise the right to vote either by being present in person or by proxy.(2)A proxy for a shareholder may attend and be heard at a meeting of shareholders as if the proxy were the shareholder.(3)A proxy shall be appointed by notice in writing signed by the shareholder and the notice shall state whether the appointment is for a particular meeting or a specified term.(4)(a)No proxy shall be effective in relation to a meeting unless a copy of the notice of appointment is produced before the start of the meeting.(b)Any power of attorney or other authority under which the proxy is signed or a notarially certified copy shall also be produced.(c)A proxy form shall be sent with each notice calling a meeting of the company.(d)The instrument appointing a proxy shall be in writing under the hand of the appointer or of his agent duly authorised in writing or in the case of a corporation under the hand of an officer or of an agent duly authorised.(e)The instrument appointing a proxy shall be in the following form—l/we ________________ of _______ being shareholders of the above named company hereby appoint _______________ or failing him/her, _________ of _________ as my/our proxy to vote for me/us at the meeting of the company to be held on ________________ and at any adjournment of the meeting.Signed this ____________ day of ____________(5)(a)The constitution of a company may provide that the instrument appointing a proxy shall not be effective unless it is produced by a specified time before the start of a meeting where the time specified is not earlier than 24 hours before the start of the meeting.(b)This paragraph other than subparagraph (4) (e) shall apply notwithstanding any contrary provision in any constitution adopted by the company.7.Postal votes(1)A shareholder may exercise the right to vote at a meeting by casting a postal vote in accordance with this subparagraph;(2)The notice of a meeting at which shareholders are entitled to cast a postal vote shall state the name of the person authorised by the Board to receive and count postal votes at that meeting.(3)Where no person has been authorised to receive and count postal votes at a meeting, or where no person is named as being so authorised in the notice of the meeting, every director shall be deemed to be so authorised.(4)(a)A shareholder may cast a postal vote on all or any of the matters to be voted on at the meeting by sending a notice in the manner in which his shares are to be voted to a person authorised to receive and count postal votes at that meeting.(b)The notice shall reach that person not less than 48 hours before the start of the meeting.(5)A person authorised to receive and count postal votes at a meeting shall—(a)collect together all postal votes received by him or by the company;(b)in relation to each resolution to be voted on at the meeting, count—(i)the number of shareholders voting in favour of the resolution and the number of votes cast by each shareholder in favour of the resolution; and(ii)the number of shareholders voting against the resolution, and the number of votes cast by each shareholder against the resolution;(c)sign a certificate that he has carried out the duties set out in subparagraphs (a) and (b) which sets out the results of the counts required by subparagraph (b); and(d)ensure that the certificate required by subparagraph (c) is presented to the Chairperson of the meeting.(6)Where a vote is taken at a meeting on a resolution on which postal votes have been cast, the Chairperson of the meeting shall—(a)on a vote by show of hands, count each shareholder who has submitted a postal vote for or against the resolution;(b)on a poll, count the votes cast by each shareholder who has submitted a postal vote for or against the resolution.(7)The Chairperson of a meeting shall call for a poll on a resolution on which he holds sufficient postal votes that he believes that, where a poll is taken, the result may differ from that obtained on a show of hands.(8)The Chairperson of a meeting shall ensure that a certificate of postal votes held by him is annexed to the minutes of the meeting.8.Minutes(1)The Board shall ensure that minutes are kept of all proceedings at meetings of shareholders.(2)Minutes which have been signed correct by the Chairperson of the meeting are prima facie evidence of the proceedings.(3)This paragraph shall apply notwithstanding any contrary provision in any constitution adopted by the company.9.Shareholder proposals(1)A shareholder may give written notice to the Board of a matter the shareholder proposes to raise for discussion or resolution at the next meeting of shareholders at which the shareholder is entitled to vote.(2)Where the notice is received by the Board not less than 28 days before the last day on which notice of the relevant meeting of shareholders is required to be given by the Board, the Board shall, at the expense of the company, give notice of the shareholder's proposal and the text of any proposed resolution to all shareholders entitled to receive notice of the meeting.(3)Where the notice is received by the Board not less than 7 days and not more than 28 days before the last day on which notice of the relevant meeting of shareholders is required to be given by the Board, the Board shall, at the expense of the shareholder, give notice of the shareholder's proposal and the text of any proposed resolution to all shareholders entitled to receive notice of the meeting.(4)Where the notice is received by the Board less than 7 days before the last day on which notice of the relevant meeting of shareholders is required to be given by the Board, the Board may, where practicable, and at the expense of the shareholder, give notice of the shareholder's proposal and the text of any proposed resolution to all shareholders entitled to receive notice of the meeting.(5)Where the directors intend that shareholders may vote on the proposal by proxy or by postal vote, they shall give the proposing shareholder the right to include in or with the notice given by the Board a statement of not more than 1000 words prepared by the proposing shareholder in support of the proposal, together with the name and address of the proposing shareholder.(6)The Board shall not be required to include in or with the notice given by the Board a statement prepared by a shareholder which the directors consider to be defamatory, frivolous, or vexatious.(7)Where the costs of giving notice of the shareholder's proposal and the text of any proposed resolution are required to be met by the proposing shareholder, the proposing shareholder shall, on giving notice to the Board, deposit with the company or tender to the company a sum sufficient to meet those costs.(8)This paragraph shall apply notwithstanding any contrary provision in any constitution adopted by the company.10.Corporations may act by representative(1)A body corporate which is a shareholder may appoint a representative to attend a meeting of shareholders on its behalf in the same manner as that in which it could appoint a proxy.(2)Paragraph 10 shall apply notwithstanding any contrary provision in any constitution adopted by the company.11.Votes of joint holders(1)Where 2 or more persons are registered as the holder of a share, the vote of the person named first in the share register and voting on a matter shall be accepted to the exclusion of the votes of the other joint holders.(2)This paragraph shall apply notwithstanding any other provision in any constitution adopted by the company.12.No voting right where calls unpaidWhere a sum due to a company in respect of a share has not been paid, that share may not be voted at a shareholder's meeting other than a meeting of an interest group.13.Other proceedingsUnless otherwise expressly provided in this Schedule, a meeting of shareholders may regulate its own procedure.Sixth Schedule (Sections 121 (3) and 126 (2))
Provisions relating to debenture holders' representatives and agency deed
1.Qualification to act as debenture holders' representative(1)Subject to subparagraphs (2) and (3), no person shall be qualified to act as a debenture holders' representative unless he is—(e)a qualified auditor; or(f)an investment trust company, finance or other corporation or person approved in writing by the Minister for purposes of section 121, either generally or in respect of a particular issue.(2)A person shall not be qualified for appointment as a debenture holders' representative if he is—(a)a director, officer, or employee of the company which issues debentures covered by the deed; or(b)a substantial shareholder of the company.(3)A debenture holders' representative shall be disqualified from acting as such and shall vacate office where he—(a)ceases to be qualified under subparagraph (1) or is disqualified under subparagraph (2);(b)is adjudged bankrupt or, in the case of a body corporate, goes into liquidation or makes an arrangement or composition with its creditors;(d)is convicted of an offence involving fraud or dishonesty.(4)(a)Where the debenture holders' representative is a person other than a body corporate, a successor to him shall be named in the agency deed.(b)Where the successor dies or becomes disqualified during the term of office of the representative, a meeting of debenture holders shall be convened by the representative within 28 days to appoint another person as successor.(c)On the disqualification of the representative under subparagraph (3) or on his death or resignation, the successor shall immediately and without special appointment assume office, and shall, within 28 days of assuming office, convene a meeting of debenture holders to name his successor in accordance with item (b).(5)Where the debenture holders' representative is a body corporate, it shall not, without the consent of the Court, be discharged or retire from office until another representative has been appointed to and taken office in accordance with the agency deed.2.Agency deed(1)A company may, as security for a debenture, but subject to any other laws create over any of its assets or property a charge, of whatever nature, in favour of the debenture holders' representative.(2)Every agency deed shall state—(a)the maximum sum which the company may raise by issuing debenture of the same class;(b)the maximum discount which may be allowed on the issue or reissue of the debentures, and the maximum premium at which the debentures may be made redeemable;(c)where debenture stock is to be issued under the deed, that—(i)the company is indebted to the debenture holders' representative for the amounts from time to time payable in respect of the debentures; and(ii)except for his own remuneration and indemnity against expenses incurred by him, the debenture holders' representative holds on behalf of the debenture holders any amount from time to time issued under the deed and remaining outstanding in accordance with their respective rights;(d)the nature of any assets over which any charge is created by the deed in favour of the debenture holders' representative for the benefit of the debenture holders equally, and except where such a charge is a floating charge, the identity of the assets subject to it;(e)the nature of any assets over which any charge has been or is to be created in favour of any person other than the debenture holders' representative for the benefit of the debenture holders equally, and except where such a charge is a floating charge, the identity of the assets subject to it;(f)whether the company has created or has power to create a charge for the benefit of some, but not all, of the holders of debentures issued under the deed;(g)any prohibition or restriction on the power of the company to issue debentures or to create charges on any of its assets ranking in priority to, or equally with, the debentures issued under the deed;(h)whether the company shall have power to—(i)acquire debentures issued under the deed before the date for their redemption;(ii)reissue such debentures;(i)the date on which interest on the debentures issued under the deed is to be paid and the manner in which payment is to be made;(j)the date on which the principal of the debentures issued under the deed shall be repaid and, unless the whole principal is to be repaid to all the debenture holders at the same time, the manner in which repayment shall be effected;(k)in the case of convertible debentures, the date and terms on which the debentures may be converted into shares and the amounts which shall be credited as paid up on such shares, and the date and terms on which the debenture holders may exercise any right to subscribe for shares in place of the debentures held by them;(l)the circumstances in which the debenture holders shall be entitled to realise any charge vested in the debenture holders' representative or any other person for their benefit;(m)the circumstances in which the debenture holders' representative may appoint a receiver or manager and the power and duties of the receiver or manager;(n)the powers of the company and the debenture holders' representative to call meetings of the debenture holders, and the rights of debenture holders to require the company or the debenture holders' representative to call such meetings;(o)whether the rights of debenture holders may be altered or abrogated and if so, the conditions which shall be fulfilled and the procedure which shall be followed to effect such an alteration or abrogation;(p)the amount or rate of remuneration to be paid by the company to the debenture holders' representative and the period for which it shall be paid, and whether it shall be paid in priority to the principal, interest and costs in respect of debentures issued under the deed.3.Powers of debenture holders' representative(1)On the execution of an agency deed, the debenture debt shall, where the deed so provides, vest as it is created in the debenture holders' representative and thereupon he shall—(a)have power to act in his own name on behalf of the debenture holders;(b)be entitled to represent them in all matters affecting the debentures and their rights and obligations under the deed; and(c)notwithstanding the generality of the foregoing powers, be able to—(i)take title in his own name to any property charged by the borrowing company under the deed;(ii)require inscription of the deed in accordance with section 126;(iii)notwithstanding any other law be registered on behalf of the debenture holders in any register of movable or immovable property, the entry in the register to be made in his own name followed by the words "as the debenture holder's representative under an agency deed dated the "(iv)hold any document of title, certificate or other security conferring or evidencing the title or interest of the borrowing company in or otherwise relating to the property charged by the deed;(v)take or defend legal proceedings in his own name on behalf of the debenture holders in relation to any matter connected with the protection of their interest in the assets of the borrowing company and their rights and obligations under the deed;(vi)enter into any contract, compromise or arrangement in his own name on behalf of the debenture holders;(vii)represent the debenture holders, in person or by proxy, at a meeting of the borrowing company, or of creditors of the borrowing company or at any other meeting which the debenture holders have a right to attend;(viii)appoint, in terms of the deed, a receiver with power—(A)to take possession of the assets of the borrowing company which are subject to the charge;(B)to sell such assets and otherwise enforce any claim against the assets of the borrowing company; and(C)to carry on any part of the business of the company with a view to preserving any part of the business of the company and selling it or realising the assets on favourable terms.(2)Every company shall at the request of a debenture holder and on payment of the fee specified in item 2 of the Third Schedule forward to him a copy of an agency deed relating to or securing any issue of debentures held by him.4.Right of debenture holders' representative to obtain information(1)A debenture holders' representative may receive all notices of and other communications relating to any meeting of shareholders of the borrowing company which a member is entitled to receive.(2)A borrowing company shall on the written request of the debenture holders' representative—(a)make available for his inspection any book of the company;(b)provide him with such information as he requires with respect to any matter relating to such book.5.Meetings on request(1)A borrowing company shall, on the written request of the debenture holders' representative or on that of persons holding not less than one tenth in nominal value of the issued debentures to which the agency deed relates, summon a meeting of the holders of those debentures for the purpose of—(a)considering the accounts and balance sheet of the company for its last preceding financial year; and(b)giving directions to the debenture holders' representative in relation to the exercise of his powers.(2)(a)Every meeting under subparagraph (1) shall be summoned by sending a notice by post, specifying the time and place of the meeting, to every holder of the debentures at his last known address not later than 14 days before the date of the proposed meeting.(b)The meeting shall be held under the chairmanship of a person nominated by the debenture holders' representative, or such other person as may be appointed in that behalf by the debenture holders present at the meeting.6.Duties of debenture holders' representative(1)Every debenture holders' representative shall—(a)exercise reasonable diligence to ascertain whether or not the borrowing company has committed a breach of the terms and conditions of the agency deed;(b)except where he is satisfied that the breach will not materially prejudice any security conferred by the deed or the interests of the debenture holders, do all such things as he is empowered to do to cause the borrowing company to remedy a breach of those terms and conditions;(c)exercise reasonable diligence to ascertain whether or not the assets of the borrowing company that are or may be available, whether by way of security or otherwise, are sufficient or likely to be sufficient to discharge the amounts of the debentures as they become due;(d)hold for the benefit of the debenture holders, and account to them for, any money or property coming into his hands by way of payment of principal or interest under the agency deed or on a realisation of the security conferred by the deed.(2)Where, after due inquiry, a debenture holders' representative is of the opinion that the assets of the company are insufficient or likely to be insufficient to discharge the amounts of the debentures as they become due, he may, having regard to—(a)any other powers or remedies available to him for the protection of the interests of the debenture holders;(b)the availability, by way of security or otherwise, of any assets of any corporation that has guaranteed or agreed to guarantee the repayment of the amounts of the debentures;(c)the possible effects on the borrowing company's affairs of any application to the Court under this paragraph; and(d)all other relevant circumstances,apply to the Court for an order under subparagraph (3).(3)On an application for an order under this subparagraph, the Court may, after giving the borrowing company an opportunity of being heard, and having regard to the rights of all creditors of the borrowing company, give such directions as it thinks fit to protect the interests of the debenture holders, the members of the borrowing company, or the public, whether by way of—(a)staying any proceedings by or against the borrowing company;(b)restraining the payment by it of any money to any holders of debentures or to any class of such holders; or(c)appointing a receiver of such of its property as constitutes the security for the debentures, or otherwise.7.Repayment of loans and deposits(1)Where, in a prospectus issued in connection with an invitation to subscribe for or to purchase debentures, there is a statement as to any particular purpose or project for which the moneys received by the company in response to the invitation are to be applied, the company shall report to the debenture holders' representative as the progress that has been made towards achieving the purpose or completing the project.(2)Where it appears to the debenture holders' representative that the purpose or project referred to in the prospectus has not been achieved or completed within the time stated in the prospectus or, where no time is stated, within a reasonable time, he may and shall, if in his opinion it is necessary for the protection of the interests of the debenture holders give written notice to the company requiring it to repay the money received and, subject to subparagraph (3) within one month, file a copy of the notice.(3)The debenture holders' representative shall not give notice under subparagraph (2) where he is satisfied that—(a)the purpose or project has been substantially achieved or completed;(b)the interests of the debenture holders have not been materially prejudiced by the failure to achieve or complete the purpose or project within the time stated in the prospectus or within a reasonable time; or(c)the failure to achieve or complete the purpose or project was due to circumstances beyond the control of the company that could not reasonably have been foreseen at the time the prospectus was issued.(4)On receipt by the company of a notice referred to in subparagraph (2), the company shall be liable to repay any money owing as the result of a loan or deposit made in response to the invitation unless—(a)before the money was accepted, the company had given written notice to the person from whom the money was received specifying the purpose or project for which the money would in fact be used and the money was accepted by the company accordingly; or(b)the company by written notice given to the debenture holders—(i)has specified the purpose or project for which the money would in fact be applied by the company; and(ii)has offered to repay the money to the debenture holders and they have not within 14 days after the receipt of the notice, or such longer time as it specified in the notice, demanded in writing from the company repayment of the money.(5)Where the company has given written notice under subparagraph (4), specifying the purpose or project for which the money will in fact be applied by the company, paragraph 7 shall apply and have effect as if the purpose or project so specified in the notice was the particular purpose or project specified in the prospectus as the purpose or project for which the money was to be applied.8.Release of agent from obligations(1)Subject to subparagraphs (2) and (3) a provision in an agency deed or in a contract with debenture holders secured by an agency deed, shall be void in so far as it would have the effect of exempting the debenture holders' representative from, or indemnifying him against, liability for exercising reasonable diligence and care in the carrying out of his duties under the deed or observing any provision of paragraphs 6 and 7.(2)Subparagraph (1) shall not invalidate a provision enabling release to be given—(a)with the concurrence of a majority of not less than three fourths in nominal value of the debenture holders present and voting in person or, where proxies are permitted, by proxy at a meeting summoned for the purpose; and(b)with respect to specific acts or omissions or on the debenture holders' representative ceasing to act.(3)A debenture holders' representative may rely on a certificate or report given or statement made by any person who is an attorney-at-law for or auditor or officer of the borrowing company, where he has reasonable ground for believing that the person was competent to give the certificate or report or to make the statement.Seventh Schedule (Section 131)
Powers of directors not to be delegated
Eighth Schedule (Section 158)
Proceedings of the Board of a company
1.Chairperson(1)The directors may elect one of their number as Chairperson of the Board and determine the period for which he is to hold office.(2)Where no Chairperson is elected, or where at a meeting of the Board the Chairperson is not present within 15 minutes after the time appointed for the commencement of the meeting, the directors present may choose one of their number to be Chairperson of the meeting.2.Notice of meeting(1)A director or, if requested by a director to do so, an employee of the company, may convene a meeting of the Board by giving notice in accordance with this paragraph.(2)A notice of a meeting of the Board shall be sent to every director who is in Mauritius, and the notice shall include the date, time, and place of the meeting and the matters to be discussed.(3)An irregularity in the notice of a meeting is waived where all directors entitled to receive notice of the meeting attend the meeting without protest as to the irregularity or where all directors entitled to receive notice of the meeting agree to the waiver.3.Methods of holding meetingsA meeting of the Board may be held either—(a)by a number of the directors who constitute a quorum, being assembled together at the place, date, and time appointed for the meeting; or(b)by means of audio, or audio and visual, communication by which all directors participating and constituting a quorum can simultaneously hear each other throughout the meeting.4.Quorum(1)A quorum for a meeting of the Board shall be fixed by the Board and if not so fixed shall be a majority of the directors.(2)No business may be transacted at a meeting of directors if a quorum is not present.5.Voting(1)Every director has one vote.(2)The Chairperson shall not have a casting vote.(3)A resolution of the Board is passed if it is agreed to by all directors present without dissent or if a majority of the votes cast on it are in favour of it.(4)A director present at a meeting of the Board is presumed to have agreed to, and to have voted in favour of, a resolution of the Board unless he expressly dissents from or votes against the resolution at the meeting.6.MinutesThe Board shall ensure that minutes are kept of all proceedings at meetings of the Board.7.Resolution in writing(1)A resolution in writing, signed or assented to by all directors then entitled to receive notice of a Board meeting, is as valid and effective as if it had been passed at a meeting of the Board duly convened and held.(2)Any such resolution may consist of several documents (including facsimile or other similar means of communication) in like form each signed or assented to by one or more directors.(3)A copy of any such resolution must be entered in the minute book of Board proceedings.8.Other proceedingsExcept as provided in this Schedule, the Board may regulate its own procedure.Ninth Schedule (Section 215 (3))
Tenth Schedule (Sections 223 (5) and 269 (2))
Part I – Matters to be contained in the annual return of a company, other than a company limited by guarantee
1.The address of the registered office of the company.2.The postal address of the company.3.Where the share register is divided into 2 or more registers kept in different places, the place in which each register is kept.4.Where any records are not kept at the company's registered office under section 190 (1) of the Act, details of those records and of the place or places where they are kept.5.(1)The following information relating to the shares in the company—(a)the number of shares issued and, where there is more than one class of shares, the number of shares in each class;(b)the value of the consideration for each share issued;(c)where the full consideration was not payable or required to be provided in respect of the issue of the share, the value of that part of the consideration paid or provided in respect of the issue of the share;(d)the amount called up on each share;(e)the amount received on issue;(f)the amount of calls received;(g)the amount of calls unpaid;(h)the total number of shares forfeited and not sold or otherwise disposed of;(i)the total number of shares purchased or otherwise acquired by the company;(j)the number of treasury shares held by the company;(k)subject to section 48 (3) of the Act, the stated capital where the company has issued no par value shares. (Where par value shares have been issued the nominal and paid up value of the shares of each class having a par value shall be stated);(l)currency of each class of share.(2)Subparagraph (1) (g) to (i) shall not apply to an open-ended fund, including an authorised mutual fund.6.The total number of shares redeemed by the company.7.The total amount of indebtedness of the company under all charges which are required to be registered with the Registrar.8.All such particulars with respect to the persons who at the date of the return are or are deemed to be directors of the company and any person who is a secretary of the company and who are by the Act required to be notified to the Registrar.9.The full name and address, other than residential, of any auditor or share registrar of the company.10.Where the company is a party to a listing agreement with a securities exchange, the names and addresses of, and the number of shares held by—(a)the persons holding the 10 largest number of shares; or(b)where there is more than one class of shares, the persons holding the 10 largest number of shares in each class.11.Except in the case of a company to which section 223 (8) of the Act applies, the following information relating to past and present shareholders of the company—(a)the names and addresses (other than residential) of all the shareholders of the company;(b)the names and addresses (other than residential) of all persons who ceased to be shareholders of the company—(i)since the date of the last annual return; or(ii)in the case of the first annual return of a company registered under the Act, since the date of its incorporation;(c)the number of shares held by each shareholder;(d)the shares transferred by existing shareholders or past shareholders (including the dates of registration of the transfers)—(i)since the last annual return; or(ii)in the case of the first annual return of a company registered under the Act, since the date of its incorporation;(e)where the names are not arranged in an alphabetical order, having annexed thereto an index sufficient to enable the name of any person to be easily found.12.A statement whether the company is—(b)a private company, other than a small private company; or(c)a small private company.13.In the case of a company where at the date of the annual return is a one person company, the name and full address (other than residential) and description of the person named by the company to be its secretary under section 140 (3) of the Act in the event of the death or incapacity of the sole shareholder/director.14.Except in the case of a company which since the last annual return or, in the case of its first annual return since the date of its incorporation, has been a one person company, the date of the last annual meeting of the company held under the Act or, if the company avoided the need for an annual meeting by doing everything required to be done at that meeting by passing a resolution under section 106 of the Act, the date on which the resolution was passed.15.A statement in the case of a private company which has passed a unanimous resolution under section 271 of the Act that no interests register need be kept by the company, the date of the resolution and that no shareholder has, at the date of the annual return, given notice in writing to the company requiring it to keep an interests register.16.A statement in the case of a private company or a small private company which has passed a unanimous resolution under section 218 of the Act that no annual report need to be prepared by the company and that no shareholder has, within 3 months after the company's balance sheet date, given notice in writing requiring the company to prepare an annual report.17.Subject to paragraph 18, unless the following particulars are included in the balance sheet or in a note on or a statement annexed to the balance sheet, particulars of—(a)the names, countries of incorporation and nature of the businesses and subsidiaries of the company and of all corporations in which the company is entitled by itself or a nominee to exercise more than 25 per cent of the votes exercisable at a meeting of shareholders of the company; and(b)where the company is a subsidiary of another company or corporation, the name of the company or corporation regarded by the directors as the ultimate holding company of the first-mentioned company, and if it is known to them the company in which it is incorporated.18.The information required by this paragraph need not be given if the Registrar so directs and for this purpose the Registrar shall have regard to whether the disclosure of the information would be harmful to the business of the company or of that of other companies and this harm outweighs any benefit to the public in requiring this disclosure.19.The information required by paragraph 5(1) shall show separately the number of shares issued for cash and the number of shares issued as fully or partly paid up for a consideration other than cash.Part II – Matters to be contained in annual return of a company limited by guarantee
1.The address of the registered office of the company.2.The place where members register is kept (if other than registered office).3.The total amount of indebtedness of the company in respect of all charges to be filed.4.All such particulars with respect to the persons who at the date of the return are or are deemed to be directors of the company and any person who is a secretary of the company, and who are by the Act required to be notified to the Registrar.5.The full name and address (other than residential) of any auditor.6.The full name and address (other than residential) of the members of the company.Eleventh Schedule (Section 272 (1))
Provisions of Act not applicable to a private company under unanimous agreement
Items | Sections |
---|
1. | 52 |
2. | 63 |
3. | 65 |
4. | 69 |
5. | 78 |
6. | 79 (2) |
7. | 80 (2) |
8. | 81 |
9. | 159 |
Twelfth Schedule (Sections 295 (b) and 355)
Fees payable to Registrar
Part I
Items | Matters in respect of which a fee shall be payable |
---|
1. | In the case of a small private company—(a)at the time of its incorporation; and(b)in respect of every subsequent year. |
2. | In the case of a foreign company—(a)at the time of its registration; and(b)in respect of every subsequent year. |
3. | In the case of a company recorded by the Registrar as being a dormant company, in respect of every subsequent year. |
4. | In the case of a public company—(a)at the time of its incorporation; and(b)in respect of every subsequent year. |
5. | In the case of any other company—(a)at the time of its incorporation; and(b)in respect of every subsequent year. |
6. | In the case of a commercial partnership société commerciate including société commerciate de fait—(a)at the time of its registration; and(b)in respect of every subsequent year. |
Part II
Items | Matters in respect of which a fee shall be payable |
---|
1. | For any certificate issued by the Registrar or for certifying any copy of extract of any document in the custody of the Registrar. |
2. | For a copy or extract of any document in the custody of the Registrar. |
3. | For search of information in respect of every company of commercial partnership. |
Thirteenth Schedule (Section 343)
Part I – Sections of the Act not applicable to company holding Global Business Licence or to Authorised Company
Items | Sections |
---|
1. | 23 (2) (c) in so far as it relates to a private company |
2. | 32 |
3. | 50 |
4. | 62 (2) |
5. | 83 |
6. | — |
7. | 159 |
8. | 164 (1) (a) |
9. | 178 and 179 |
10. | 197 (1) (a) |
11. | 198 (2) (c) |
12. | 218 to 222 |
13. | 223 |
14. | 225 and 228 |
Part II – Sections of the Act not applicable to Authorised Company
Items | Sections |
---|
1. | 57 |
2. | 163 to 167 |
3. | 193 to 195 |
4. | 210 to 217 |
5. | 270 (a) |
6. | 273 to 286 |
Fourteenth Schedule (Section 345)
Part I – Provisions applicable to company applying for or holding Global Business Licence or to Authorised Company or company applying as Authorised Company
1.Par value shares may be issued(1)Notwithstanding section 47, the shares of a company holding a Global Business Licence or an Authorised Company may be issued with or without a par value provided that all the ordinary shares or all the preference shares of the company shall consist of one kind or the other.(2)Par value shares if any, may be stated in more than one currency.2.Report to Commission by Registrar(1)Where the Registrar has reasonable cause to suspect that a company holding a Global Business Licence or an Authorised Company—(a)is not complying with any of the requirements of this Act or any regulations made under this Act; or(b)is being used in any way for the trafficking of narcotics and dangerous drugs, arms trafficking or economic crime and money laundering under the Financial Intelligence and Anti-Money Laundering Act,he shall report the matter indicating his suspicions to the Commission.(2)The Registrar shall report to the Commission any management company of a company holding a Global Business Licence or any registered agent of an Authorised Company, which, in the opinion of the Registrar, fails to apply due diligence in the exercise of any of its functions as management company or registered agent, as the case may be.3.Register of directors(1)A company holding a Global Business Licence or an Authorised Company shall keep a register to be known as a register of directors containing—(a)the names and addresses of the persons who are directors of the company;(b)the date on which each person whose name is entered on the register was appointed as a director of the company; and(c)the date on which each person named as a director ceased to be a director of the company.(2)(a)The register of directors may be in such form as the directors may approve.(b)Where the register is in magnetic, electronic or other data storage form, the company shall be able to produce legible evidence of its contents.4.Remuneration of directorsSubject to the constitution of the company or in a unanimous shareholder agreement, the directors may, by a resolution of directors, fix the remuneration or benefits of directors in respect of services to be rendered in any capacity to the company.5.Accounting standards in relation to company holding Global Business LicenceWhenever there is a requirement under this Act for a company holding a Global Business Licence to comply with the International Accounting Standards, the company may prepare its financial statements in accordance with any other internationally accepted accounting standards.6.Officers and agents(1)The directors of a company holding a Global Business Licence or an Authorised Company may, by resolution of directors, appoint any person, including a person who is a director, to be an officer or agent of the company.(2)Subject to the constitution of a company or a unanimous shareholder agreement, every officer or agent shall, subject to subparagraph (3), have such powers and authority of the directors, including the power and authority to affix the common seal of the company, where it has one, as are set forth in the constitution or unanimous shareholder agreement or resolution of directors appointing the officer or agent.(3)No officer or agent shall have any power or authority with respect to the matters requiring a resolution of directors under the Act.(4)The directors may remove an officer or agent appointed under subparagraph (1) or revoke or vary a power conferred on him under subparagraph (2).7.Solvency test in relation to any investment company holding Global Business LicenceNotwithstanding section 6, the provision relating to stated capital in connection with the solvency test shall not apply to any investment company holding a Global Business Licence.8.Issue of share certificate by any investment company holding Global Business LicenceSection 97 shall not apply to any investment company holding a Global Business Licence on the issue of a share or on the registration of a transfer of shares.10.Financial statements of parent and subsidiaries drawn up to different reporting datesNotwithstanding section 214, where, in relation to any company holding a Global Business Licence or an Authorised Company, the balance sheet date of a subsidiary company is different from the balance sheet date of its parent company, the financial statements of the subsidiary company may be incorporated into the group financial statements provided the difference between the reporting dates does not exceed 3 months.11.Major transactions(1)Notwithstanding section 130, the directors of any investment company holding a Global Business Licence may enter into major transactions without having to obtain the approval of the shareholders of the company.(2)The shareholders of any private company holding a Global Business Licence or an Authorised Company may, by unanimous resolution, at the time of incorporation or at any subsequent time, agree that section 130 shall not apply to the company.(3)A unanimous resolution under subparagraph (2) shall continue in force until—(a)the resolution is revoked by any shareholder; or(b)there is any change of shareholders by reason of—(ii)issue of shares to new shareholders; or(iii)death, bankruptcy or otherwise.12.Group financial statements in relation to any wholly owned or virtually wholly owned company holding Global Business LicenceNotwithstanding section 212, any company holding a Global Business Licence may not prepare group financial statements where it is a wholly owned or a virtually wholly owned subsidiary of any company.13.Subsidiaries to be incorporated in the group financial statements of any company holding Global Business LicenceNotwithstanding sections 212 and 214, any company holding a Global Business Licence shall exclude from its group financial statements, the financial statements of any of its subsidiaries which would have been excluded had the group financial statements of the holding company been prepared in accordance with and in compliance with International Accounting Standards or with any other internationally accepted accounting standards.14.Auditing standards in relation to any company holding Global Business LicenceWhenever there is a requirement under the Act for the audit of any company holding a Global Business Licence to be carried out in accordance with International standards on Auditing, the audit may be carried out in accordance with any other internationally accepted auditing standards.15.Registered office(1)Subject to subparagraph (2), section 187 shall not apply to a company holding a Global Business Licence or an Authorised Company.(2)(a)Every company holding a Global Business Licence or an Authorised Company shall—(i)have a registered office in Mauritius to which all communications and notices may be addressed; and(ii)cause the registered address of its management company or registered agent, as the case may be, to be displayed in the manner specified in section 187 (1) (b).(b)The registered address of a management company or registered agent, as the case may be, shall be its registered office and shall constitute the address for service of legal proceedings on the company or registered agent.16.Audited financial statements of protected cell company(1)Notwithstanding sections 210 and 211, a company incorporated under the Protected Cell Companies Act may, at any time, by giving irrevocable notice in writing simultaneously to the Registrar and to the Director-General, elect to present separate financial statements in respect of each of its cells in accordance with and in compliance with International Accounting Standards, or any other internationally accepted accounting standards.(2)Where a company makes an election under subparagraph (1), it shall present separate financial statements in respect of each of its cells as from the accounting period in respect of which the notice is given.(3)In subparagraph (1)—"Director-General" means the Director-General of the Mauritius Revenue Authority established under the Mauritius Revenue Authority Act.17.Consolidated financial statements of protected cell company(1)Notwithstanding section 212, any company, incorporated under the Protected Cell Companies Act, that has, on its balance sheet date, one or more subsidiaries, shall present, within 6 months of its balance sheet date, separate consolidated financial statements in respect of each of its cells.(2)The separate consolidated financial statements under paragraph (1) shall be in accordance with and in compliance with the International Accounting Standards or any other internationally accepted accounting standards.Part II – Provisions applicable to Authorised Company or company applying as Authorised Company
1.Directors of Authorised CompanyNotwithstanding sections 132 and 133(1) and (2) (f), an Authorised Company—(a)shall have at least one director who needs not be ordinarily resident in Mauritius; and(b)may appoint a corporation to be a director of the company.2.Accounting records and common seal(1)An Authorised Company shall keep in the English or French language and make available, within 7 days of any record being kept in any other language, a translation of that other language into the English or French language—(a)minutes of all meetings of and copies of all resolutions consented to by the directors or members;(b)such books, registers, accounts, records (including receipts, invoices and vouchers) and documents (including contracts and agreements) representing a full and proper record of all transactions and other acts engaged in by the company as to reflect the financial position of the company;(c)a share register or a register of members in accordance with section 91;(d)a register of mortgages and charges.(2)The accounting records, minutes and the register referred to in subsection (1), shall be kept at the registered office of the company or at such other place as the directors may determine for a period of at least 7 years after the completion of the transactions to which they relate.(3)The registered agent of the company shall be notified of the full address of the place, being a place other than the registered office of the company, where the accounting records, minutes and the register of directors and officers are kept.(4)Where the company is required by its constitution to have a common seal, an imprint of the seal shall be kept at the registered office of the company.3.Inspection of accounting records(1)A shareholder of a company holding a an Authorised Company may, in person or by attorney and in furtherance of a proper purpose, request in writing, specifying the purposes, to inspect during normal business hours the share register or the register of members of the company, the register of directors, the register of mortgages and charges or the books, records, minutes and consents kept by the company and to take copies or extracts of such books or registers.(2)For purpose of subparagraph (1), a proper purpose is a purpose reasonably related to the shareholder's interest as a shareholder.(3)Where a request under subparagraph (1) is submitted by an attorney on behalf of a member, the request shall be accompanied by a power of attorney authorising the attorney to act for the shareholder.(4)Where the company, by a resolution of directors, determines that it is not in the best interest of the company or of any other shareholder of the company to comply with a request under subparagraph (1), the company may refuse the request.(5)On refusal by the company of a request under subparagraph (1), the shareholder may before the expiration of a period of 90 days of his receiving notice of the refusal, apply to the Court for an order to allow the inspection.4.Merger or consolidation with company incorporated outside Mauritius(1)One or more companies holding a Authorised Company may merge or consolidate with one or more companies incorporated under the laws of jurisdictions other than that of Mauritius in accordance with subparagraphs (2) to (4), including where one of the constituent companies is a parent company and the other constituent companies are subsidiary companies, where the merger or consolidation is permitted by the laws of the jurisdictions in which the companies incorporated outside Mauritius are incorporated.(2)In respect of a merger or consolidation under this paragraph—(a)a company holding a an Authorised Company shall comply with the provisions of this paragraph relating to the merger or consolidation, as the case may be, of companies incorporated under this Act, and a company incorporated under the laws of a jurisdiction other than that of Mauritius shall comply with the laws of that jurisdiction; and(b)where the surviving company or the consolidated company is to be incorporated under the laws of a jurisdiction other than that of Mauritius, it shall submit to the Registrar—(i)an agreement that a service of process may be effected on it in Mauritius in respect of proceedings for the enforcement of any claim, debt, liability or obligation of a constituent company incorporated under this Act or in respect of proceedings for the enforcement of the rights of a dissenting member of a constituent company incorporated under this Act against the surviving company or the consolidated company;(ii)an irrevocable appointment of the registered agent as its agent to accept service of process in proceedings referred to in sub subparagraph (i);(iii)an agreement that it shall promptly pay to the dissenting members of a constituent company incorporated under this Act the amount, if any, to which they are entitled under this Act with respect to the rights of dissenting members; and(iv)a certificate of merger or consolidation issued by the appropriate authority of the foreign jurisdiction where it is incorporated; or, if no certificate of merger is issued by the appropriate authority of the foreign jurisdiction, such evidence of the merger or consolidation as the Registrar considers acceptable.(3)The effect under this section of a merger or consolidation shall be the same as in the case of a merger or consolidation under Part XVI where the surviving company or the consolidated company is incorporated under this Act, but where the surviving company or the consolidated company is incorporated under the laws of a jurisdiction other than that of Mauritius, the effect of the merger or consolidation shall be the same as in the case of a merger or consolidation under Part XVI except in so far as the laws of the other jurisdiction otherwise provide.(4)Where the surviving company or the consolidated company is incorporated under this Act, the merger or consolidation shall be effective on the date the articles of merger or consolidation are registered by the Registrar or on such date as is stated in the articles of merger or consolidation, in any case not exceeding 30 days from the date of registration of the merger of consolidation, but where the surviving company or the consolidated company is incorporated under the laws of a jurisdiction other than that of Mauritius, the merger or consolidation shall be effective as provided by the laws of that other jurisdiction.5.Shares to be fully paidNotwithstanding section 51 (1), a share in an Authorised Company shall—(a)not be issued until the consideration in respect of the share is fully paid; or(b)when issued, be deemed for all purposes to be fully paid.6.Officers and agents(1)The directors of a company holding a Global Business Licence or an Authorised Company may, by resolution of directors, appoint any person who is a director, to be an officer or agent of the company.(2)Subject to the constitution of a company or a unanimous shareholder agreement, each officer or agent shall, subject to subparagraph (3), have such powers and authority to affix the common seal of the company, where it has one, as are set forth in the constitution or unanimous shareholder agreement or resolution of directors appointing the officer or agent.(3)No officer or agent shall have any power or authority with respect to the matters requiring a resolution of directors under the Act.(4)The directors may remove an officer or agent appointed under subparagraph (1) or revoked or vary a power conferred on him under subparagraph (2).Fifteenth Schedule (Section 364 (2) (a))
Sixteenth Schedule (Section 364 (4))