Section 363: Transitional provisions

363. Transitional provisions (1) (a) Any person appointed under any enactment repealed by section 364 and holding office at 1 December 2001, shall remain in office as if he had been appointed under this Act. continued on page C35 – 209 [Issue 10] C35 – 208 (2) Revised Laws of Mauritius (b) Any act made, executed, issued or passed under any enactment repealed by section 364 and in force and operative at 1 December 2001, shall so far as it could have been made, executed, issued or passed, under this Act have effect as if made, executed, issued or passed, under this Act. (c) Subject to this section, the memorandum of association and articles of association of an existing company in force and operative at 1 December 2001, and the provisions of Table A in the First Schedule to the Companies Act 1913 or the Companies Act 1984 if adopted as all or part of the articles of a company at 1 December 2001, shall have effect as if made or adopted under this Act. (d) Where a company formed prior to 1 December 2001 has, pursuant to its memorandum or articles or a resolution of the meeting of shareholders, authorised the directors of the company to issue shares (its “authorised capital”) and some part of the authorised capital remains unissued, the directors shall have authority to issue shares under section 52 on the terms and conditions and up to the limit expressed in the memorandum, articles or resolution, without requiring the authority of a further ordinary resolution of the meeting of shareholders. (e) For the purpose of section 115 (1) (b), an existing company may, notwithstanding section 115 (1) (a), hold more than one annual meeting of shareholders following its first accounting period after 1 December 2001. (f) All proceedings, judicial or otherwise commenced before and pending immediately before 1 December 2001 under the Companies Act 1984 or under the International Companies Act 1994 shall be deemed to have commenced and may be continued under those Acts. (2) Any register, fund and account kept under any enactment repealed by this Act shall be deemed to be part of the register, fund and account kept under the corresponding provision of this Act. (3) Subject to the other provisions of this Act, a company registered under any enactment repealed by section 364, including a protected cell company under the Protected Cell Companies Act 1999, shall be deemed to be registered under this Act and the Act shall extend and apply to the company accordingly and any reference to this Act, express or implied, to the date of registration of such a company shall be construed as a reference to the date upon which the company was registered under the repealed Act or any amendment repealed by that Act. (4) (a) A private company which, at 1 December 2001, is an exempt private company under the Companies Act 1984 shall be deemed to be a small private company under this Act and this Act shall extend and apply to the company accordingly. C35 – 209 [Issue 10] Companies Act (b) A company which, at 1 December 2001, holds a valid offshore certificate issued under section 16 (4) of the Mauritius Offshore Business Activities Act 1992 shall be deemed to be an existing company under this Act holding a Global Business Licence and this Act shall extend and apply to the company accordingly. (5) A company which is on the register of companies under the International Companies Act 1994 shall be deemed to be an existing Authorised Company entitling it to continue to carry on su b) A company which, at 1 December 2001, holds a valid offshore certificate issued under section 16 (4) of the Mauritius Offshore Business Activities Act 1992 shall be deemed to be an existing company under this Act holding a Global Business Licence and this Act shall extend and apply to the company accordingly. (5) A company which is on the register of companies under the International Companies Act 1994 shall be deemed to be an existing Authorised Company entitling it to continue to carry on such activities as the company was entitled to carry on immediately prior to 1 December 2001 and this Act shall extend and apply to the company accordingly. (6) – (8) — (9) Notwithstanding the provisions of this Act, the debentures issued by an offshore company to bearers before 1 December 2001 shall continue to have effect as if this Act had not been passed but the terms of such debentures shall not be renewed. (10) The Minister may, by regulations, provide for any matters in force before 1 December 2001 to be dealt with in such manner to bring them in conformity with this Act. [S. 363 amended by s. 4 (r) of Act 20 of 2002 w.e.f. 1 December 2001; s. 13 (y) of Act 11 of 2018 w.e.f. 1 October 2018.]