COMPANY SECRETARY (s. 163 - 167)

s. 163 - Every company, other than a small private company or a company holding a Category 2 Global Business Licence
1. one or more secretaries
  1. be a natural person of full age and capacity who shall ordinarily be resident in Mauritius
    1. secretary of a company
      1. consented
      2. certified that the person has the qualifications specified under s. 165
      3. in an application for incorporation or in an amalgamation proposal
        shall hold office as a secretary from the date of the incorporation of the company or the date the amalgamation proposal is effective
        until that person ceases to hold office in accordance with this Act or the constitution of the company.
      4. Subject to constitution of a company
        the Board may appoint or remove a secretary of the company.
      5. The office of the secretary shall not be left vacant for more than 3 months at any time.
        Where the directors fail to appoint a secretary within the period of 3 months
        the Registrar or the Court may, on application by a shareholder or director, order the company or its directors to appoint a secretary
        knowingly fail to appoint a secretary within 2 months by the Registrar or the Court
        the company and every director of the company shall commit an offence and shall, on conviction, be liable to a fine not exceeding 100,000 rupees.
        The directors may, during any period that the office of the secretary is vacant, authorise any officer of the company to carry out all or any of the secretary’s duties
s. 164 - Registrar may approve firm or corporation for appointment as secretary
1. at least one member of the firm or one director of the corporation is ordinarily resident in Mauritius
2. the member of the firm or the director of the corporation who accepts responsibility for the work of the firm or corporation as secretary are qualified to act as secretary under s.165
3. satisfied that the firm or corporation is a fit and proper person to be appointed a company secretary
4. in respect of a named company
5. generally as a company secretary and the firm or corporation may then without further approval accept appointment as secretary companies generally
6. may revoke an approval given but shall not do so without first providing the firm or corporation with an opportunity to make representations on the matter.
7. Any firm which is approved by the Registrar shall keep the Registrar promptly informed of the names of all partners in the firm and of any changes.
s. 165 - Qualifications of secretary
1. a law practitioner, legal consultant, a law firm, a qualified auditor, a member of the Institute of Chartered Secretaries and Administrators of the United Kingdom or a member of the Chartered Institute of Management Accountants of United Kingdom
2. a member of a professional association of company secretaries approved by the Minister under section 111(2) of the Companies Act 1984 or by the Minister
  1. The Minister may approve an association of company secretaries and notify such approval in the Gazette.
    1. the Minister may revoke an approval granted or any approval given by the Minister under the Companies Act 1984
      1. satisfied that the association is not maintaining satisfactory standards in the admission of its members or is failing to exercise effective supervision and discipline of its members.
        The Minister shall not revoke the approval of any association which has been approved without first providing that association with an opportunity to make representations.
s. 166 - Duties of secretary
1. shall not be restricted to
2. providing the Board with guidance as to its duties, responsibilities and powers
3. informing the Board of all legislation relevant to or affecting meetings of shareholders and directors and reporting at any meetings and the filing of any documents required of the company and any failure to comply with such legislation
4. ensuring that minutes of all meetings of shareholders or directors are properly recorded in accordance with paragraph 8 of the Fifth Schedule and all statutory registers be properly maintained;
  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.
5. certifying in the annual financial statements of the company that the company has filed with the Registrar all such returns as are required of the company
6. ensuring that a copy of the company's annual financial statements and where applicable the annual report are sent in accordance with sections 219 and 220 to every person entitled to such statements of- report
  1. s. 219 - the Board of a company shall cause a copy of the annual report to be sent to every shareholder of the company not less than 14 days before the date fixed for holding the annual meeting of the shareholders
  2. s. 220 - the financial statements for the most recent accounting period and any completed and signed recent accounting period group financial statements for the most with completed and signed
s. 167 - Notice to be given of removal or resignation of secretary
1. Where, during any accounting period of the company, the secretary resigns or is removed from office, the company shall notify the Registrar within 28 days Of such resignation or removal.
2. the secretary may require the company in its annual financial statements relating to that accounting period, to include a statement not exceeding a reasonable length, setting out the secretary's statement as to the circumstances that resulted in the removal.
  1. the secretary shall give written notice to that effect to the company not later than the end of the accounting period in which the removal took place and such notice shall include the statement referred to
  2. The statement of the secretary shall be included in the annual report and, where no annual report is required, shall be included under a separate heading in the company's annual financial statements.
  3. the Court is satisfied that the rights conferred are being abused to secure needless publicity of defamatory matter, the Court may order that the statement need not he included in the annual report or financial statements and need not be provided to shareholders or be read out at the meeting, and the Court may further order that the costs of the application be paid in whole or in part by the secretary.
s. 160 - Standard of care and civil liability of officers
1. exercise of the office
  1. the powers and discharge the duties of his office honestly, in good faith and in the best interests of the company
  2. the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

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COMPANY SECRETARY (s. 163 - 167)

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