Section 223: Annual return

223. Annual return (1) Subject to subsections (1A), (1B) and (3), every company shall, once in every year, file with the Registrar for registration, an annual return. (1A) Subsection (1) shall not apply to an enterprise, not having net assets or having net assets not exceeding 50 million rupees or such other amount as may be prescribed, and which has an annual turnover not exceeding 20 million rupees— (a) incorporated as a company under this Act; and (b) registered under the Small and Medium Enterprises Act, on or after 2 June 2015, for a period of 8 years from the date of its incorporation. (1B) A small private company which has an annual turnover not exceeding 20 million rupees shall not be required to file with the Registrar an annual return, unless there is a change in its shareholding or in the composition of the board of directors or any other particulars in relation thereto. (2) Subject to subsection (3), the annual return shall be completed and filed with the Registrar within 28 days of the date of the annual meeting of the company or where section 117 applies, the date by which the company is required to complete the entries in its minute book relating to the matters which are required to be done at an annual meeting. C35 – 137 [Issue 10] Companies Act (3) A company which keeps a branch register outside Mauritius shall comply with the requirements of subsection (2) within 8 weeks after the dates referred to in subsection (2). (4) The annual return shall be signed by a director or Secretary. (5) The annual return shall contain the matters specified in the Tenth Schedule provided that where the matters required to be stated are in each case unchanged from the last preceding annual return, the company may present a “No change Return” in which it is certified by a director or Secretary of the company that there is no change with respect to any of the matters stated from the last preceding annual return. (6) A company may not make an annual return in the calendar year of its incorporation. (7) Where the number of members of a private company exceeds 25, the company shall send with its annual return a certificate signed by a director or the Secretary of the company to the effect that the excess of the number of members of the company over 25 consists wholly of persons who are not to be included in computing the number of 25. (8) A public company which— (a) has more than 500 members; and (b) provides reasonable accommodation and facilities at a place approved by the Registrar for persons to inspect and take a list of its members and particulars of shares transferred, shall not, unless the Registrar otherwise directs, be required to include a list of members with the annual return where a certificate by the Secretary is included that the company is of a kind to which this subsection applies. [S. 223 amended by s. 10 (h) of Act 9 of 2015 w.e.f. 14 May 2015.]