Section 312: Objection to removal from register

312. Objection to removal from register (1) Where a notice is given of an intention to remove a company from the register, any person may deliver to the Registrar, not later than the date specified in the notice, an objection to the removal on grounds that— (a) the company is still carrying on business or there is other reason for it to continue in existence; (b) the company is a party to legal proceedings; (c) the company is in receivership, or liquidation, or both; [Issue 6] C35 – 184 Revised Laws of Mauritius (d) the person is a creditor, or a shareholder, or a person who has an undischarged claim against the company; (e) the person believes that there exists, and intends to pursue, a right of action on behalf of the company under Part XII; or (f) for any other reason, it would not be just and equitable to remove the company from the register. (1A) Where a person delivers an objection under subsection (1), he shall, at the same time, serve a copy of same on the company. (1B) Where a person delivers an objection under subsection (1), he shall file proof of the ground of objection with the Registrar within 2 weeks of the date of the objection and shall, at the same time, serve a copy thereof on the company. (1C) Where a person fails to comply with subsection (1B), the objection delivered under subsection (1) shall be deemed to have lapsed. (1D) (a) Where an objection delivered before 1 July 2009 has not been withdrawn, the objection shall not be entertained and shall be deemed to have lapsed unless proof of the grounds of objection is filed with the Registrar within a period of 6 weeks from the commencement of this subsection. (b) Where the proof referred to in paragraph (a) is not submitted within the period referred to in that paragraph, the Registrar shall remove the company from the register. (2) For the purposes of subsection (1) (d)— (a) a claim by a creditor against a company is not an undischarged claim where— (i) the claim has been paid in full; (ii) the claim has been paid in part under a compromise entered into under Part XVII or by being otherwise compounded to the reasonable satisfaction of the creditor; (iii) the claim has been paid in full or in part by a receiver or a liquidator in the course of a completed receivership or liquidation; or (iv) a receiver or a liquidator has notified the creditor that the assets of the company are not sufficient to enable any payment to be made to the creditor; and (b) a claim by a shareholder or any other person against a company is not an undischarged claim unless— (i) payment has been made to the shareholder or that person in accordance with a right under the company’s constitution or this Act to receive or share in the company’s surplus assets; or C35 – 185 [Issue 9] Companies Act (ii) a receiver or liquidator has notified the shareholder or that person that the company has no surplus assets. [S. 312 amended by s. 7 (i) of Act 14 of 2009 w.e.f. 30 July 2009; s. 9 (h) of Act 18 of 2016 w.e.f. 7 September 2016; s. 4 (f) of Act 4 of 2017 w.e.f. 20 May 2017.]