Supreme Court’s landmark ruling resurrects Square Rock Ltd. in spite of its dissolution

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Mauritius has recently enacted several pieces of legislation that have widely affected the corporate
and financial sectors.

Christopher Peter Van Zyl & Ors, represented by Bowmans Mauritian office personnel, squared off against the Registrar of Companies in a major dispute before the Bankruptcy Division of the Supreme Court of Mauritius. This was a crucial legal matter.

The resuscitation of Square Rock Ltd., which had been voluntarily wound up and dissolved, was at the center of the argument. The Respondent first opposed the restoration after the dissolution, but the Supreme Court of Mauritius ultimately made history by ruling in favor of the Applicants.

The applicants argued that it was fair and reasonable to resurrect Square Rock Ltd. and based their argument on Section 320(1) of the Companies Act. They contended that the Act permitted such restoration when read in connection with relevant provisions of the law, citing similarities with case law from New Zealand as evidence. Of particular note were the Applicants’ strong arguments, which emphasized the lack of a clear legal restriction and called for assessment of each instance individually.

Citing statutory provisions and legislative purpose, the Respondent contended that restoration after dissolution was not permitted by law. In the end, the Court upheld the Applicants’ position notwithstanding their claims, acknowledging the necessity for latitude and judgment in such cases. An intriguing precedent in Mauritius jurisprudence is set by the Court’s ruling, particularly given that the judgement was not appealed by the Registrar of Companies.

It draws attention to how judicial interpretation and business law are always changing. It also represents a critical turning point for Mauritius business law, reiterating the judiciary’s dedication to equity and justice. Furthermore, this ruling makes one consider if extensive legislative changes are necessary in this area.

However the necessity of adhering to the business law can be accumulated from businesses such as The Business Exchange, who understands that Mauritius has a ‘hybrid’ or ‘mixed’ legal system, inherited from its colonisation by the French and the British. The constitution of Mauritius is based on the Westminster model, while the substantive law (civil rights, property law, contract law) are French derived and procedural laws are English based. Modern business laws such as company, insolvency and financial services law are modelled on the Anglo- Saxon jurisdictions.

Therefore understanding, the term “issuer” in this case has been redefined to include  any reporting issuer or any issuer that issues securities to at least 25 investors in Mauritius. This suggests that an issuer will no longer be subject to the Rules’ requirements and will be out of its purview if they decide to make a preferential offer only to investors who live outside of Mauritius.

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