Section 2: Forfeiture of shares

2. Forfeiture of shares (1) Notice of default Where 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 date The 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 shareholding A 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. [Issue 1] C35 – 218 Revised Laws of Mauritius (6) Evidence of forfeiture A 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 sale The 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