MAURITIUS Law and Practice Contributed by: Professor Michael Katz, Laksha Juddoo Prayag, Anne-Sophie Lenette and Ayesha Rambajun, ENS
5% of aggregate voting power), recording particulars of every share held by or in which such person has a direct or indirect interest. The issuer must notify the SEM without delay, including the disclosure date and, if known, the transaction date. Listing Particulars and annual reports must identify every non-director person directly or indirectly inter - ested in 5% or more of any class of voting share capi - tal. The annual return must also disclose the holders of the ten largest shareholdings in each class. Directors of public companies must promptly disclose to the board any relevant interest in the company’s shares, including subsequent acquisitions or dispos - als, with particulars entered in the interests register. Directors must also notify the company in writing of any interest held by them or their associates as soon as possible after acquisition or cessation. The issuer must then notify the SEM before the end of the fol- lowing day. A “controlling shareholder” (any person exercising or controlling 20% or more of voting power) may trigger requirements for additional independent non-execu - tive directors and arm’s length transaction safeguards. The CA requires every company to identify and record its beneficial owner or ultimate beneficial owner in a separate register, including full name, residential address, identification details, citizenship and an ownership structure chart. Where shares are held by a nominee, beneficial owners must be recorded. Any status change must be notified to the company and lodged with the Registrar via the annual return and upon any shareholding change. The Registrar may only disclose beneficial ownership information where required by the beneficial owner, for an investigation or by court order. Under the Securities (Takeover) Rules 2010, a manda - tory offer for all remaining voting shares is triggered where a person, alone or in concert, holds more than 30% of voting rights and acquires additional shares, acquires effective control, or crosses the 50% thresh - old. The offer must be accompanied by a public announcement notified to the FSC and relevant secu -
rities exchange, ensuring minority shareholders can exit on equivalent terms when control changes.
5. Corporate Reporting and Disclosures 5.1 Financial Reporting Requirements Companies are subject to a number of annual and periodic financial reporting obligations under the CA and the FRA 04. For listed issuers, the SEM Listing Rules imposes additional obligations. Financial Statements Every company must prepare financial statements within six months of its balance sheet date. The state - ments must be dated and signed by two directors (or the sole director if only one). They must present a true and fair view of the company’s financial position, performance and cash flow. • Public and private companies must prepare finan - cial statements in accordance with International Accounting Standards (IFRS). • A private company (other than a small private com - pany) may alternatively prepare its financial state - ments in accordance with IFRS for SMEs. • Small private companies must prepare financial statements in accordance with regulations under the FRA 04. Companies with subsidiaries must prepare consoli - dated group financial statements within the same six- month window. Every company (other than a small private company) must file its signed financial statements and auditor’s report with the Registrar within 28 days of signature; GBCs must also submit these to the FSC. A small private company with annual turnover not exceeding MUR100 million may file a simplified cash-basis profit and loss statement only. Annual Report An annual report on the company’s affairs – includ - ing financial statements, auditor’s report, corporate governance report, directors’ remuneration, and other prescribed particulars – must be prepared within six
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