Transactions not prohibited by section 81 Section 81 shall not apply to

-(a) a distribution to a shareholder approved under section 61;

(b) the issue of shares by the company;

(c) a repurchase or redemption of shares by the company;

(d) anything done under a compromise under Part XVII or a compromise or arrangement approved under Part XVIII; or

(e) where the ordinary business of a company includes the lending of money by the company in the ordinary course of business.

Sub Part G - Cross-holdings 83. Subsidiary may not hold shares in holding company

(1) Subject to this section, a subsidiary shall not hold shares in its holding company.

(2) An issue of shares by a holding company to its subsidiary shall be void.

(3) A transfer of shares from a holding company to its subsidiary shall be void.

(4) Where a company that holds shares in another company becomes a subsidiary of that other company

-(a) the company may, notwithstanding subsection (1), continue to hold those shares; but

(b) the exercise of any voting rights attaching to those shares shall be of no effect.

(5) Nothing in this section shall prevent a subsidiary holding shares in its holding company in its capacity as a personal representative or a trustee unless the holding company or another subsidiary has a beneficial interest under the trust other than an interest that arises by way of security for the purposes of a transaction made in the ordinary course of the business of lending money.

(6) This section applies to a nominee for a subsidiary in the same way as it applies to the subsidiary.

Sub Part H – Statement of shareholders’ rights 84. Statement of rights to be given to shareholders

(1) Every company shall issue to a shareholder, on request, a statement that sets out

-(a) the class of shares held by the shareholder, the total number of shares of that class issued by the company, and the number of shares of that class held by the shareholder;

(b) the rights, privileges, conditions and limitations, including restrictions on transfer, attaching to the shares held by the shareholder; and

(c) the rights, privileges, conditions and limitations attaching to the classes of shares other than those held by the shareholder.

(2) The company shall not be under any obligation to provide a shareholder with a statement if

-(a) a statement has been provided within the previous 6 months;

(b) the shareholder has not acquired or disposed of shares since the previous statement was provided;

(c) the rights attached to shares of the company have not been altered since the previous statement was provided; and

(d) there are no special circumstances which would make it unreasonable for the company to refuse the request.

(3) The statement shall not be evidence of title to the shares or of any of the matters set out in it.

(4) The statement shall state in a prominent place that it is not evidence of title to the shares or of the matters set out in it.

PART VIII - TITLE, TRANSFERS, SHARE REGISTER AND CERTIFICATES 85. Privilege or lien on shares

(1) Notwithstanding any other enactment, a company shall, where the constitution so provides, be entitled to a privilege or lien, independently of and without the necessity for inscription, in priority to any other claim, over every issued share, not being a fully paid share, and over any dividend payable on the share, for all money due by the holder of that share to the company whether by way of money called or payable at a fixed time in respect of that share.

(2) In the case of a company, other than a public company, the constitution may provide for a privilege or lien of the same kind as referred to in subsection (1) over

fully paid shares and dividends on those shares for all money owing by the shareholders to the company.

(3) Subject to subsection (4), a company may, in such manner as the directors think fit, sell any share on which the company has a privilege or lien.

(4) No sale shall be made unless

-(a) a sum in respect of which the lien exists is presently payable; and (b) until the expiry of 14 days after a written notice, stating and

demanding payment of such part of the amount in respect of which the privilege or lien exists as is presently payable, has been given to the registered holder for the time being of the share, or the person entitled to the share by reason of the death or bankruptcy of the registered holder.

(5) The directors may, to give effect to any sale under subsection (3), authorise some person to transfer the shares sold to the purchaser of the shares.

(6) The purchaser referred to in subsection (5) shall be registered as the holder of the share comprised in any such transfer, and shall not be bound to see to the application of the purchase money, nor shall the title of the purchaser to the share be affected by any irregularity or invalidity in the proceedings relating to the sale.

(7) The proceeds of the sale shall be received by the company and applied for the payment of such part of the amount in respect of which the lien exists as is presently payable, and any residue shall, subject to a like lien for sums not presently payable as existed upon the share before the sale, be paid to the person entitled to the share at the date of the sale.

(8) The directors may, where the constitution so provides, decline to register the transfer of a share on which the company has a lien.

86. Pledges

(1) Any share or debenture may be given in pledge in all civil and commercial transactions in accordance with the Code Civil Mauricien.

(2) Every company shall keep a register in which

-(a) the transfer of shares or debentures given in pledge may be inscribed;

(b) it shall be stated that the pledgee holds the share or debenture not as owner but in pledge of a debt the amount of which shall in the case of a civil pledge be mentioned.

(3) A pledge shall be sufficiently proved by a transfer inscribed in the register.

(4) The transfer shall be signed by the pledger and by the pledgee and by the secretary of the company.