MAURITIUS Law and Practice Contributed by: Sameer K Tegally, Sonia Xavier and Ashvan Luckraz, Venture Law
• annual return, if applicable. 3.4 Management Structures
• when the court is construing a statute, con - tract or other document; • when the court is satisfied that a company is a “mere facade” concealing the true facts; and • when it can be established that the company is an authorised agent of its controllers or its members, corporate or human. 4. Employment Law 4.1 Nature of Applicable Regulations In Mauritius, the employment relationship is gov - erned mainly by legislation, case law, employ - ment agreements and collective agreements within certain industries. The main laws govern - ing the employment relationship in Mauritius are the Workers’ Rights Act 2019 (WRA) and the Employment Relations Act 2008 (ERA). The WRA regulates the employment relationship of workers and employers, where a worker is defined as a person whose basic wage or sal - ary is at a rate not exceeding MUR600,000 per annum. Notwithstanding the foregoing, the WRA applies to all employees, irrespective of their sal - ary threshold in relation to matters such as dis - crimination, work-from-home, equal pay, pay - ment of remuneration in specific circumstances, deduction of salary, juror’s leave, leave to partici - pate in an international sports event, maternity/ paternity leave and benefits, medical facilities, allowance for petrol, complaints by workers, ter - mination of employment including reduction of workforce, the portable retirement gratuity fund, eligibility to the Workfare Programme Fund com - pensation and violence at work.
Companies in Mauritius commonly have a uni - tary board structure. The business and affairs of a company are managed by, or under the direc - tion or supervision of, the board. Subject to modifications, adaptations, excep - tions or limitations to the extent contained in the Companies Act 2001 or in the constitution of the company, the board has all the powers neces - sary for managing, directing and supervising the management of the business and affairs of the company. The amendments to the Companies Act 2001 introduce the requirement of the board of direc - tors of a public company to include, at all times, at least two independent directors and ensure that a minimum of 25% of the board members are women. 3.5 Directors’, Officers’ and Shareholders’ Liability A director is liable, whether to the company or a shareholder, for breach of any statutory duty set out in the Companies Act 2001. Furthermore, there may be instances where a director may be liable to third parties such as creditors. The Act also imposes personal liability on directors in certain circumstances; for example, continuing to trade whilst the company is insolvent. The duties of directors have been extended to include the duty to act in a manner that is not oppressive, unfairly discriminatory or unfairly prejudicial to shareholders. There are limited circumstances where the courts may lift the corporate veil and these are:
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