Section 221: Contents of annual report

221. Contents of annual report (1) Every annual report for a company shall be in writing and be dated and, subject to subsection (3) shall— (a) describe, so far as the Board believes is material for the shareholders to have an appreciation of the state of the company’s affairs and is not harmful to the business of the company or of any of its subsidiaries, any change during the accounting period in— (i) the nature of the business of the company or any of its subsidiaries; or (ii) the classes of business in which the company has an interest, whether as a shareholder of another company or otherwise; (b) include financial statements for the accounting period completed and signed in accordance with section 210 and any group financial statements for the accounting period completed and signed in accordance with section 212; (ba) include a report on corporate governance referred to in the Financial Reporting Act; C35 – 135 [Issue 10] Companies Act (bb) where a parent company, other than an investment entity as defined in the International Financial Reporting Standards (IFRS), has not presented a consolidated financial statement in Mauritius on grounds of an exemption under the IFRS, include a statement that the consolidated financial statements in Mauritius of the intermediate parent company or ultimate beneficial owner are in compliance with the IFRS and are available for public use; (c) where an auditor’s report is required under Part XV in relation to the financial statements or group financial statements, as the case may be, include that auditor’s report; (d) state particulars of entries in the interests register made during the accounting period; (e) state, with respect to the accounting period, the amount which represents the total of the remuneration and benefits received, or due and receivable, from the company by— (i) executive directors of the company engaged in the full-time or part-time employment of the company, including all bonuses and commissions receivable by them as employees; and (ii) in a separate statement, non-executive directors of the company; (ea) state, in the case of a holding company, with respect to the accounting period, the amount which represents the total of the remuneration and benefits received, or due and receivable, from the holding company and from its subsidiaries by— (i) executive directors of the holding company engaged in the full-time or part-time employment of the holding company, including all bonuses and commissions receivable by them as employees; and (ii) in a separate statement, non-executive directors of the holding company; (f) state the total amount of donations made by the company and any subsidiary during the accounting period; (g) state the names of the persons holding office as directors of the company as at the end of the accounting period and the names of any persons who ceased to hold office as directors of the company during the accounting period; (h) state the amounts payable by the company to the person or firm holding office as auditor of the company as audit fees and, as a separate item, fees payable by the company for other services provided by that person or firm; (i) be signed on behalf of the Board by 2 directors of the company or, where the company has only one director, by that director; and (j) disclose any major transaction as defined under section 130 (2). [Issue 10] C35 – 136 Revised Laws of Mauritius (2) The information to be disclosed under subsection (1) (d) shall be— the person or firm holding office as auditor of the company as audit fees and, as a separate item, fees payable by the company for other services provided by that person or firm; (i) be signed on behalf of the Board by 2 directors of the company or, where the company has only one director, by that director; and (j) disclose any major transaction as defined under section 130 (2). [Issue 10] C35 – 136 Revised Laws of Mauritius (2) The information to be disclosed under subsection (1) (d) shall be— (a) the term of the director’s service contract with its date of expiry; (b) any notice period for termination of the contract; (c) particulars of any provisions for predetermined compensation on termination exceeding one year’s salary and of any benefits including benefits in kind. (3) A company that is required to include group financial statements in its annual report shall include, in relation to each of its subsidiaries, the information specified in paragraphs (d) to (i) of subsection (1). (4) The annual report of a company need not comply with any of the paragraphs (a), and (d) to (i) of subsection (1) where all the shareholders agree that the report need not do so and any such agreement shall be noted in the annual report. [S. 221 amended by s. 5 (b) of Act 14 of 2005 w.e.f. 21 April 2005; s. 11 (e) of Act 10 of 2017 w.e.f. 24 July 2017; s. 13 (m) of Act 11 of 2018 w.e.f. 9 August 2018.]