Regulations under section 360(1)(b) of the Companies Act

The Companies (Amendment of Schedule) Regulations 2020 (GN 82 of 2020) (Shareholder Regulations) amend the Fifth Schedule of the Companies Act.

The Fifth Schedule of the Companies Act regulates meetings of shareholders of a company. In particular, a company is required to serve written notice of a meeting to every director, secretary and auditor of the company not less than 21 days before the meeting. Insofar as the contents of the notice is concerned, it must set out the following details namely (a) the nature of the business to be transacted at the meeting in sufficient detail as would enable a shareholder to form a reasoned judgment on it and (b) the text of any special resolutions which are to be submitted to the meeting.

As a result of the Shareholder Regulations, a company is now required to confirm two additional elements in the written notice of the meeting. First, the date of the meeting. Secondly, a detailed agenda together with any other document which is relevant to the meeting.

Regulations under sectionS 232(2C) and 411 of the Insolvency Act

The Insolvency (Administration) (Equal Treatment to Classes of Creditors) Regulations 2020 (Creditors’ Regulations) (GN 83 of 2020) apply to a Mauritian company which is under voluntary administration. In particular, the Creditors’ Regulations provide guidance on the meetings to be held by an administrator.

The Creditors’ Regulations provide that creditors are to be divided into classes identified under the Insolvency Act. Each such class shall vote separately on matters for which certain classes are required to vote. Of importance, the Creditors’ Regulations confirm that an administrator must accord equal treatment to creditors who fall within the same class. It therefore follows that an unsecured creditor cannot be placed in the same class as those identified as preferential creditors and each of these classes of creditors must vote independently of each other on matters where these classes are entitled to vote. Furthermore, an administrator must treat all preferential creditors alike and the same extends to unsecured creditors in the example given.

On the question of the notice of a creditors’ meeting which an administrator is required to issue, the Creditors’ Regulations confirm that it must meet with the requirements of section 232(8) of the Insolvency Act. Thus, a notice of a meeting of creditors of a company must be in writing and confirm the following details:

  • the administrator’s postal, email and street addresses;
  • the names of the related companies in respect of which the joint meeting is to be held;
  • the creditor to whom the notice is sent may object to the joint meeting by a written objection to the administrator at the latter’s contact details as detailed above within the time specified in the notice; and
  • that unless the creditor objects in accordance with the notice, the creditor will be taken to have agreed to the joint meeting.

The passing of regulations of the nature outlined above by the Government of Mauritius comes at an important moment given the worldwide prevailing circumstances triggered by the COVID-19 pandemic. It demonstrates its willingness as a State to ensure business continuity at a critical time when, just as other Governments globally, it is deploying its efforts to cope with the concerns of a business community plagued by the consequences of the national lockdown imposed by the COVID-19 pandemic, amongst which, the very real threat or reality of insolvency. The awaited changes to Workers’ Rights Act 2019 is expected to address the threat of unemployment which faces employees regardless of their position within their institutions.

Sharvada Bholla, Thodda, Regional Compliance Manager, and Vaishali Damonaiko, Pupil to Sharmilla Bhima, also helped with the preparation of this article.

Share
Twitter LinkedIn Email Save as PDF
More News
6 Jun 2023 | News

''To dare and to care'' - The Mauritian National Budget 2023-2024

On 02 June 2023, the Minister of Finance, Economic Planning and Development (Minister of Finance) ta...

5 Jun 2023 | News

Appleby marks World Environment Day with sustainability commitment

Appleby is proud to announce on World Environment Day that it is furthering its sustainability commi...

1 Jun 2023 | News

Appleby supporting LGBTQ+ Pride Month 2023

As a law firm committed to promoting diversity, equity and inclusion, Appleby is proud to support th...

17 Apr 2023 | News

Appleby Lawyers recognised in Legal 500 Europe, Middle East & Africa Rankings 2023

Appleby has retained its leading Tier 1 position in the latest edition of The Legal 500 Europe, Midd...

31 Mar 2023 | News

Appleby announces Partner and Counsel promotions

Appleby has promoted four lawyers to Partner and eight to Counsel across its Bermuda, British Virgin...

8 Mar 2023 | News

Appleby supports International Women's Day 2023

Appleby is proud to support International Women’s Day (IWD) and this year’s campaign theme of #E...

16 Feb 2023 | News

Top tier rankings for Appleby in Chambers Global 2023

Twenty-eight lawyers from across Appleby’s Bermuda, British Virgin Islands (BVI), Cayman Islands, ...

1 Feb 2023 | News

Appleby provides offshore perspective on fund finance laws and regulations in 2023

Fund finance specialists from Appleby have authored the jurisdictional chapters for Bermuda, the Bri...

25 Oct 2022 | News

Appleby leads on six jurisdictional chapters for Legal 500’s latest Mergers & Acquisitions (M&A) guide

Appleby has authored the chapters for Bermuda, the British Virgin Islands, the Cayman Islands, Guern...

11 Aug 2022 | News

Over 30 Appleby lawyers and nine offices recognised in 2022 IFLR1000

36 Appleby lawyers across nine jurisdictions have been recognised in this year’s IFLR1000 rankings...