Debates of 29 Apr 2019

MR SPEAKER
PRAYERS 12:21 p.m.
Mr Speaker 12:21 p.m.
Hon Members, the House has been recalled from recess to consider some important Parliamentary Business from today to Friday, 3rd May, 2019. However, the Sitting may be extended if the Businesses arranged by the Business Committee are not completed within the set timeline. I trust they will be completed with your cooperation.
While I warmly welcome you back to the House from your constituencies or whichever location you might have proceeded from, in pursuit of the recall, let us continue to serve with dedication and discharge our obligations timeously.
In view of the very limited timeline set, let us use our time here judiciously by observing the commencement time for Plenary Sitting and presenting ourselves in the Chamber without recourse to a Whip.
VOTES AND PROCEEDINGS AND THE OFFICIAL REPORT 12:21 p.m.
Mr Speaker 12:21 p.m.
Hon Members, Correction of Votes and Proceedings of Friday, 12th April, 2019.
Pages 1…21 --
rose
Mr Speaker 12:21 p.m.
Yes, Hon Minority Leader?
Mr Haruna Iddrisu 12:21 p.m.
Mr Speaker, maybe, I should have drawn the Hon Majority Leader and the Table Office's attention to it.
Mr Speaker, from page 22 coming through to page 26, with the Commercial Contract Agreement, we
still see “Koforidua Regional Hospital” on the last paragraph that was corrected to “Eastern Region”. So, the record should capture that.
Mr Speaker, even more importantly is the Committee's Report; probably because of our urgency for time, we would see “elipse” and “eclipse.”
So, when you come through to page 26, you would see JV Tyllium- Eclipse UK Limited. In the original document, it is not “Eclipse”, it is “Elipse”. So, we would have to change it.
For those of us conducting due diligence, if I submit a name to the Registrar-General of the United Kingdom or Ghana and I put JV Tyllium-Eclipse, I would not get a response. It is “Elipse”.
So, we would need to reconcile what was in the original contract agreement and the entity to which the Government of Ghana and the Ministry of Health is binding itself with in order to get the Eastern Regional Hospital built.
Mr Speaker, I drew my Hon Colleague's attention to it, and I believe that we should deal with it as expeditiously as possible. There is no problem with the principle. But “elipse” is not the same as “eclipse”.
Thank you, Mr Speaker.
Mr Speaker 12:21 p.m.
Yes, Hon Majority
Leader?
Mr Osei Kyei-Mensah-Bonsu 12:21 p.m.
Mr Speaker, I think in respect of the proper name of the company, as the Hon Minority Leader related, it is JV Tyllium-Elipse UK Limited. It is not JV Tyllium-Eclipse.
I think there was some confusion which unfortunately occurred on the blind side of all of us. So, it should appropriately be corrected, so that we know the entity we are dealing with.
Mr Speaker, I believe even though we may be acting under considerable pressure, we still need to be very scrutinous of these documents.
Mr Speaker, just to remind us, a few years ago, when we came to approving an agreement, it happened that even the Hon Deputy Minister for Finance, who stood in for the Minister for Finance, his own name was wrongly spelt and he signed to the wrong name.
There was once upon a time, a Deputy Minister called Hon Moses Asaga, who signed a document that had the name ‘‘Moses Osaga.” It travelled far and wide and it came to this House.
Mr Speaker, the Hon A.B.A. Fuseini is laughing, so I would not progress further on that.
But what it tells us is that we should be very diligent when it comes to considering these matters.
Mr Speaker, the issue the Hon Member raised with respect to the Koforidua Regional Hospital should appropriately read, “Eastern Regional Hospital”; we effected that correction.
Unfortunately, the Votes and Proceedings got afflicted once again. So let it be properly done this time around. The region that we are considering is the Eastern Region -- Eastern Regional Hospital, which is situated at Koforidua.
Thank you, Mr Speaker.
Mr Speaker 12:31 p.m.
Thank you very much. The correction is to be effected accordingly.
Page 23…31?
Hon Members, the Votes and Proceedings of Friday, 12th April, 2019 as corrected is hereby adopted as true record of proceedings.
Hon Members, we have the Official Report of Friday, 15 th March, 2019.
  • [No correction was made to the Official Report of 15th March, 2019]. Hon Members, before we proceed any further, the Hon Majority Leader and Leader of the House would present us with the Business Statement. For the sake of the public, we had to wait a little before coming in to this Chamber. This is because having just come back from recess, a few administrative matters had to be straightened before formal Sitting begun. Hon Majority Leader?
    • BUSINESS OF THE HOUSE 12:31 p.m.
    Majority Leader/Chairman of the Business Committee (Mr Osei Kyei-Mensah-Bonsu) 12:31 p.m.
    Mr Speaker, in recent times, what we have been doing is for the Committee to meet a day ahead of the date of meeting. Unfortunately, because today is Monday and not Tuesday, the other day on which we could have met was last Friday. But given the programme for Friday, which took most of us to Kumasi, it was difficult to have the meeting of the Business Committee. So we had the meeting this morning. It is one of the reasons we had this delay.
    Introduction
    Mr Speaker, as Hon Members are already aware, the House has been recalled pursuant to Order 42(3) of the Standing Orders of Parliament.
    The Business Committee accordingly met today, Monday, 29th April, 2019 and arranged the Business of the House for the Emergency Meeting ending Friday, 3rd May,
    2019.
    The House is expected to consider among others, the following urgent matters:
    i. Companies Bill, 2018;
    ii. Sinohydro-related tax exemptions and waivers;
    iii. Prepayment Agreement between the Government of the Republic of Ghana [represented by the Ministry of Finance and acting through the Ghana National Petroleum Corporation (GNPC)] -- and GermCorp Commodities Trading SA for an amount of two hundred and twenty million United States Dollars (US$220 million) to deal with challenges relating to the Energy sector;
    iv. Amendment No. 1 to the Petroleum Agreement among the Government of the Republic of Ghana, Ghana National Petroleum Corporation (GNPC), GNPC Exploration and Pro- duction Company Limited and AGM Petroleum Ghana Limited in respect of the South Deepwater Tano Contract Area; and
    v. National Road Safety Authority Bill, 2019.
    Mr Speaker, as Hon Members may recall, the House was informed of a possible recall from recess to consider among others, the Vigilantism and Related Offences Bill, 2019.
    However, indications from the Committee on Constitutional, Legal and Parliamentary Affairs reveal that
    Mr Speaker, the Committee accordingly submits its report as follows 12:31 p.m.
    Arrangement of Business
    Statements
    Mr Speaker, pursuant to Order 70(2), Ministers of State may be permitted to make Statements of Government policy which are of urgent nature.
    Bills, Papers and Reports
    Mr Speaker, Bills may be presented to the House for First Reading and those of urgent nature may be taken through the various stages in one day in accordance with Order 119. Papers and committee reports that are ready shall be presented to the House.
    Motion and Resolutions
    Mr Speaker, Motions would be debated and their consequential Resolutions taken during the course of the Emergency Meeting.
    The Business Committee sincerely commends all Hon Members for their positive response to the recall of the House. It is hoped that Hon Members would lend their support to the transaction of the urgent business scheduled for action by Parliament.
    Conclusion
    Mr Speaker, in accordance with Order 160(2) and subject to Order 53, the Committee submits to this Honourable House the order in which the Business of the House shall be taken during the period under consideration.
    Monday, 29th April, 2019.
    Statements
    Presentation of Papers —
    (a) Request for waiver of Import Duties, Import VAT, GETFund Levy, Import NHIL, EXIM Levy, Special Import Levy, ECOWAS Levy, AU Levy amounting to sixty-nine million, two hundred and seventeen thousand, eight hundred and forty United States dollars and twenty- four cents (US$69,217,840.24
    [equivalent to GH¢351,972,717.62]) on materials and equipment to be procured for the Construction/ Rehabilitation of Selected Roads and Interchanges in Ghana -- Phase 2, under the Master Project Support Agreements (MPSA).
    (b) Prepayment Agreement between the Government of the Republic of Ghana [represented by the Ministry of Finance and acting through the Ghana National Petroleum Corporation (GNPC)] and GermCorp Commodities Trading SA for an amount of two hundred and twenty million United States dollars (US$220 Million) to deal with challenges relating to the Energy Sector.
    (c) Amendment No. 1 to the Petroleum Agreement among the Government of the Republic of Ghana, Ghana National Petroleum Corporation (GNPC), GNPC Exploration and Production Company Limited and AGM Petroleum Ghana Limited in respect of the South Deepwater Tano Contract Area.
    (d) Report of the Committee on Health on the Protocol to Eliminate Illicit Trade in Tobacco Products.
    Presentation and First Reading of Bills --
    National Road Safety Authority Bill, 2019.
    Consideration Stage of Bills --
    State Interests and Governance Authority Bill, 2019. (Conclusion of debate).
    Companies Bill, 2018. (Continuation of consideration)
    Committee sittings.
    Tuesday, 30th April 2019.
    Statements
    Presentation of Papers —
    Report of the Committee on Roads and Transport on the National Road Safety Authority Bill, 2019.
    Motions --
    (a)Third Reading of Bills
    State Interests and Governance Authority Bill,
    2019.
    (b) Second Reading of Bills
    National Road Safety Authority Bill, 2019.
    (c) Adoption of the Report of the Committee on Health on the Commercial Contract
    Mr Speaker, the Committee accordingly submits its report as follows 12:31 p.m.


    Agreement between the Governments of the Republic of Ghana (Represented by the Ministry of Health) and JV Tyllium-Ellipse UK Limited for an amount of seventy million Euros (£70,000,000.00) for the Construction of the Koforidua Regional Hospital.

    Consequential Resolution

    Consideration Stage of Bills --

    National Road Safety Authority Bill, 2019.

    Companies Bill, 2018. (Continuation)

    Committee sittings.

    Wednesday, 1st May, 2019.

    PUBLIC HOLIDAY (May Day/ International Workers' Day)

    Thursday, 2nd May, 2019.

    Statements

    Presentation of Papers --

    (a) Report of the Finance Committee on the Request for waiver of Import Duties, Import VAT GETFund Levy, Import NHIL, EXIM Levy, Special Import Levy, ECOWAS Levy, AU Levy amounting to sixty-nine million, two hundred and

    seventeen thousand, eight Hundred and Forty United States Dollars and twenty-four Cents (US$69,217,840.24 [equivalent to GH¢351,972,717.62]) on materials and equipment to be procured for the Construction/ Rehabilitation of Selected Roads and Interchanges in Ghana - Phase 1, under the Master Project Support Agreements (MPSA).

    (b) Report of the Finance Committee on the Request for waiver of Import Duties, Import VAT, GETFund Levy, Import NHIL, and EXIM Levy on plant, machinery and equipment or parts, as well as Corporate Tax for five years of operation being tax incentives to support the implementation of the One District One Factory (IDIF) Programme.

    (c) Report of the Finance Committee on the Prepayment Agreement between the Government of the Republic of Ghana [represented by the Ministry of Finance and acting through the Ghana National Petroleum Corporation (GNPC)] and GermCorp Commodities Trading SA for an amount of two hundred and twenty million United States Dollars (US$220 million) to deal with challenges relating to the Energy rector.

    (d) Report of the Committee on Mines and Energy on the Amendment No. 1 to the Petroleum Agreement among the Government of the Republic of Ghana, Ghana National Petroleum Corpora- tion (GNPC), GNPC Explo- ration and Production Company Limited and AGM Petroleum Ghana Limited in respect of the South Deepwater Tano Contract Area.

    Motions --

    (a) Adoption of the Report of the Finance Committee on the Request for Waiver of Import Duties, Import VAT, GETFund Levy, Import NHIL, and EXIM Levy on plant, machinery and equipment or parts, as well as Corporate Tax for five years of operation being tax incentives to support the implementation of the One District One Factory (1D1F) Programme.

    Consequential Resolution

    (b) Adoption of the Report of the Committee on Health on the Protocol to Eliminate Illicit Trade in Tobacco Products.

    Consequential Resolution

    Consideration Stage of Bills --

    National Road Safety Authority Bill, 2019.

    (Continuation of debate)

    Vigilantism and Related Offences Bill, 2019.

    (Continuation of debate)

    Companies Bill, 2018.

    (Continuation of debate)

    Committee sittings.

    Statements

    Motions --

    (a) Third Reading of Bills

    National Road Safety Authority Bill, 2019.

    Vigilantism and R e l a t e d Offences Bill, 2019.

    Companies Bill,2018.

    (b) Adoption of the Report of the Finance Committee on the Request for waiver of Import Duties, Import VAT, GETFund Levy, Import NHIL, EXIM Levy, Special Import Levy, ECOWAS Levy, AU Levy amounting to sixty-nine million, two hundred and seventeen thousand eight hundred and
    THE HOUSE EXPECTED TO 12:31 p.m.
    Mr Speaker 12:31 p.m.
    Thank you very much, Hon Majority Leader.
    rose
    Mr Speaker 12:31 p.m.
    Hon Minority Leader?
    12: 41 p.m.
    Mr Iddrisu 12:31 p.m.
    Mr Speaker, thank you very much. The Leader of Government Business has presented the Business for the House, and you have exercised your power and mandate, pursuant to Standing Order 42(3) of our Standing Orders, that as you deem fit, you may call a Sitting of the House.
    Mr Speaker, I wish to state that Parliament is not an extension of the Executive. The Executive must sometimes respect the representational
    role of Hon Members of Parliament and how the performance of other functions in the constituencies affect our very presence and our survival as Hon Members of Parliament. Therefore, be that as it may, I cannot question your authority.
    But if I were to quote you, on that fateful day, your recall was premised on the Vigilantism Bill, which was to be done on the 29th of April. That was your definite directive.
    Mr Speaker, today, we would do Business for Government, but Government must know that this House is not an extension of the Executive. My survival in Tamale South is as important as the Hon Professor Gyan- Baffour's survival in Wenchi, and visitation is important.
    Mr Speaker, I would now comment on two issues in paragraph four, even though I agree with my Hon Colleague. On page two, under Presentation of Papers, in respect of the Report of the Finance Committee on waiver of import duties, we see definite numbers because there are numbers to waive.
    In paragraph (b), on the 1D1F, there is no figure, no number and no company. It is a blank cheque, and we would not support that. We should just look at the difference between paragraph 4 (ii) and (iii).
    Mr Speaker Sinohydro is an important intervention. Even though we now see the rule of law relegated
    to US$2 billion, we requested for value for money as a condition precedent to its passage.
    We would need adequate particulars on the value for money that has been conducted, but we are here to work, and up to Friday, we would do the Business for the Sinohydro.
    Mr Speaker, thank you.
    Mr Speaker 12:31 p.m.
    Thank you very much.
    rose
    Mr Speaker 12:31 p.m.
    Yes, Hon Deputy Finance Minister?
    Mr Kwaku A. Kwarteng 12:31 p.m.
    Thank you, Mr Speaker.
    Mr Speaker, it is important that I correct an impression that has just been created by the Hon Minority Leader in respect of the tax waivers that relate to the One District One Factory initiative by the Government.
    Mr Speaker, I wish to put it on record that it is not a tax waiver in respect of a project for which we could do an assessment and state an indicative Ghana Cedis.
    We are looking for a tax waiver regime governing a programme. For the specific projects for which some of the exemptions would be given, we would have to come back to this House. It is just important to put that in the records.
    Mr Speaker 12:31 p.m.
    Yes, Hon Deputy Minister?
    Mr Kwarteng 12:31 p.m.
    Mr Speaker, what is in article 174 of the Constitution is just a requirement on the Minister for Finance and the Government to come to this House -- [Interruption] --
    Mr Speaker, where we talk about a special tax incentive regime to relate to a specific programme of Government contained in the Budget Statement that we brought to this House, it would be proper to define it because it guides policy for this House to approve, and that is what we seek to do.
    Mr Speaker 12:31 p.m.
    Hon Members, this would become a matter for our Committee at the appropriate time,
    and I would advise that we move step by step.
    Hon Majority Leader, you may want to respond to the Business Statement, and then we would proceed.
    Mr Kyei-Mensah-Bonsu 12:31 p.m.
    Mr Speaker, I agree with the observation of the Hon Minority Leader that Parliament is not an extension of the Executive. Parliament is a different arm of Government, and nobody has said that it is an extension of the Executive. It comes without saying.
    So as far as that is concerned, I am not too sure that anybody needs any tutorials from the Hon Minority Leader. Parliament is an arm of Government that is different from the Executive; I agree with him.
    Mr Speaker, however, one must also recognise that the work that we do here -- the Public Business -- is about 90 per cent Government Business, and we do not recall Parliament on any other matter that does not have to do with Public Business.
    So, when it becomes appropriately necessary for Parliament to be recalled, it would be recalled.
    Mr Speaker, indeed, in my own Closing Remarks on the day of our last adjournment, I related not only to the Vigilantism Bill. I said that there were other matters in the pipeline that we may have to deal with. As we speak now, there are two very important agreements, which have
    very serious repercussions for the economy. So, when we adjourned, I had to take the Winnowing Committee to Koforidua to deal with those matters, in order for us to be able to bring finality to the Companies Bill , 2018 and the other agreements.
    Mr Speaker, they bear considerable yield for this country, and by the close of tomorrow, we would need to have dealt with those two matters. It is the reason we had to meet today and bring finality to those matters between today and tomorrow. By the close of April this year, we should finish with those matters as a nation.
    Mr Speaker, I agree with the Hon Minority Leader's observation that we need also to be concerned with our survival. What we need to concentrate on is to implore the various political parties to do serious introspection; and I have always alluded to what practice we have foisted on ourselves, which is blunting our own democracy.
    This relates to the four-year tenure, where entering Parliament becomes an all new comer's game. I keep insisting that it does not exist anywhere in any advanced democracy. We should question that, and not blame it on Government, who would want its own programmes to be carried out.
    A Government is elected to have its own programmes and projects carried out.
    Mr Speaker, on the tax waiver on the 1D1F, I agree that in particular circumstances, the legal regime is provided by the Constitution. I agree with that, but now, we are zeroing in on Government programmes.
    So, from there, we have migrated to industry, that is the 1D1F. So, it is to sound that we are coming under this cover.
    When we get to the final destination, at the appropriate time, relating to particular matters, they may come to Parliament because they would have to relate to figures. So, the observation is somehow right, but not entirely right.
    Mr Speaker, that is my response, and I thank you very much.
    Mr Speaker 12:51 p.m.
    Thank you very much, Hon Majority Leader.
    The Business Statement as presented is accordingly admitted.
    Hon Members, we have a Statement by way of the item listed as 3, but I will vary the Business slightly so that we move on to Presentation of Papers, whereafter, we would come on to a Statement on International Dance Day.
    At the Commencement of Public Business -- item listed 4.
    Item listed 4(a) (i) -- Hon Minister for Finance?
    Mr Speaker 12:51 p.m.
    The request is withdrawn with liberty to reapply.
    Mr Speaker 12:51 p.m.
    Item numbered 4(a)(i)?
    PAPERS 12:51 p.m.
    Mr Speaker 12:51 p.m.
    Item numbered 4(a) (ii) -- Hon Minister for Finance?
    By the Minister for Finance --
    Prepayment Agreement between the Government of the Republic of Ghana [represented by the Ministry of Finance and acting through the Ghana National Petroleum Corporation (GNPC)] and GermCorp Commodities Trading SA for an amount of two hundred and twenty million United States dollars (US$220 million) to deal with challenges relating to the Energy sector.
    Referred to the committees on Finance and Mines and Energy.
    Mr Speaker 12:51 p.m.
    Item 4(b) -- Minister for Energy.
    Mr Kyei-Mensah-Bonsu 12:51 p.m.
    Mr Speaker, if I may perform the function of the Minister for Energy for him in this regard.
    Mr Speaker 12:51 p.m.
    You may.
    By the Minister for Parlia- mentary Affairs (Mr Osei Kyei- Mensah-Bonsu) (on behalf of the Minister for Energy) --
    Amendment No. 1 to the Petroleum Agreement among the Government of the Republic of Ghana, Ghana National Petroleum Corporation (GNPC), GNPC Exploration and Production Company Limited and AGM Petroleum
    Ghana Limited in respect of the South Deepwater Tano Contract Area.
    Referred to the Committees on Mines and Energy and Finance.
    Mr Speaker 12:51 p.m.
    Item numbered 4(c) -- Chairman of the Committee on Health?
    By Mr Augustine Collins Ntim (on behalf of the Chairman of the Committee).
    Report of the Committee on Health on the Protocol to Eliminate Illicit Trade in Tobacco Products.
    Mr Speaker 12:51 p.m.
    We go back to the item listed 3 -- Statement on International Dance Day, in the name of the Hon Member for Sissala East.
    STATEMENTS 12:51 p.m.
    Mr Ridwan Dauda Abass (NPP -- Sissala East) 12:51 p.m.
    Mr Speaker,Today is International Dance Day!
    Mr Speaker, it means that we in Ghana, as part of the comity of nations, also celebrate it. Mr Speaker, dance is an art form within every culture of the world.
    When performed, it elicits a wide variety of emotions, happiness, excitement, peace and sadness. For us as Ghanaians, dance is a key to
    our very existence. It is a key form of communication. Dance binds and bonds us.
    A man from Wallembelle, my hometown, married a beautiful woman from the President's hometown, Kyebi. When there was an event in Kyebi and the Kete drummers invited the man to dance, his performance brought harmony to the family and sealed the relationship of the two cultures.
    In Ghana, dance as an art falls under the performing arts. The Performing Arts as a social, cultural and economic oriented sector are the responsibility of the National Theatre of Ghana.
    Mr Speaker, I stand here, humbly, as a member of its Board. The National Theatre, with its national dance company, has uplifted our various dance forms on the local and international levels.
    Today, in the corridors of this august House, they have excited members, some of whom joined them in the dance.
    We on the Board have re-oriented the direction of the theatre with a vision; “To be the beacon of the performing arts for Ghana”.
    Mr Speaker, that means, in the area of dance, in particular, we are working to bring all that Ghana has to the fore for the benefit of cultural harmony, tourism, education, job creation and health.
    Mr Haruna Iddrisu (NDC -- Tamale South) 1:01 p.m.
    Mr Speaker, I want to thank Hon Abass and your good self. At least, today, we were treated to some very different cultural dances and music, thanks to the Ghana Dance Ensemble, operating under the National Theatre and its leadership of a Board and Chief Executive.
    Mr Speaker, as I saw you take some steps, I watched the Hon Majority Leader who, when it comes to words, has decided to be rigid; so his body remained rigid. Even as the Sompahene, he had difficulty turning his body and responding as he should.
    Mr Speaker, dance is significant because we are what we are due to our culture. Your good self was taught that, Tyler Perry said that culture is a
    people's way of life. When these dances are done anywhere in the world, we would appreciate where we come from. It promotes national unity and cohesion and it is entertaining, which is what we need.
    What this Parliament can do, as you rightly directed, is invite them for every opening of Parliament; they can come in to entertain. We would then see those Members of Parliament (MP) who attend funerals, naming ceremonies, weddings and other celebrations without abandoning where they come from and their cultural dance.
    Mr Speaker, in Dagbon, where I come from, I have never missed an opportunity with all my imperfections to respond to the drummers. It is significant to note that when the President was in Yendi for the coronation of Ya-Na Bukari Andani, which was a significant national decision -- As Isaiah Berlin once said:
    “At crucial moments, the acts and actions of men at turning points, determine the course of history.”
    We joined the President because he was taking a significant decision to resolve a monumental problem that had divided Dagbon. When we were just about ending the programme, I chose to attempt to dance, even though I know there were more perfect people around.
    I danced to what the Dagombas cal l Tiyumtaba -- Gu-Shei-Naa- Bawah. It is named after one of the
    paramouncies of Dagbon and it means “let us love one another”. So, for those who understood the rhythm of the gong, they appreciated that the focus was not on my faulty or imperfect steps but the message, that we should love one another in order to keep the peace and unity as the President sought to establish.
    Mr Speaker, my Hon Colleague, Inusah Fuseini, who is here would attest; sometimes, you might even dance and somebody would misconstrue the particular message. For instance, when I am in Gonjaland, Bole or Damongo, all I need is to learn to exercise my neck because for the Gonjas, the demonstration and beauty of their dance is in the manoeuvring of the neck.
    So, you would see them with their necks moving in response, which is beautiful.
    In the Ashanti Region, as we have witnessed, they have a rich culture. Except as I said about the Sompahene, this is not about the rigidity of grammar where he would say this or that spelling is wrong. It is his body; therefore, he must learn to be flexible in order to be able to respond to it.
    Mr Speaker, you have directed and you have our absolute support that every other period, at your pleasure, when this House is going to convene for its First Session, and even on the day of adjournment, you would ably invite them to come and entertain the House.
    So, Hon Members are encouraged by Mr Speaker to learn how to move their bodies and become culturally responsive. Otherwise, it would be said by the opponents of some Hon Members who cannot dance well that when it came to a particular cultural dance, they could not dance. They could lose some votes for it. More importantly, it is for this Parliament to commit adequate resources for the work of dance.
    If the Hon Majority Leader would recall, recently when he led the delegation on the Executive Committee in Livingstone, Zambia, I saw him take a video when the dance group came in. We should do so more in Ghana.
    Mr Speaker, as was promised in the New Patriotic Party's (NPP) Manifesto concerning the National Theatres -- not even one Theatre was constructed in Accra, but they promised theatres. We must see some work on the theatres in the other regions, including my own cultural centre.
    Mr Speaker, dance and cultural dances are significant. It was my joy to see you respond to the rhythm with your legs, hands and body. The Hon First Deputy Speaker convinced me that he was better than the Sompahene when it comes to the important Adowa dance.
    Mr Speaker, let us commend the management and Board of the Ghana Dance Ensemble and commend our Colleague, Hon Ridwan Dauda Abass, for bringing this to the fore.
    Mr Speaker 1:01 p.m.
    Majority Leadership?
    Mrs Catherine A. Afeku -- rose
    -- 1:01 p.m.
    Mr Kyei-Mensah-Bonsu 1:01 p.m.
    Mr Speaker, there is an unwarranted intrusion into the turf of Leadership. I guess from where she is coming, I would oblige her because she is the immediate past Minister for that sector.
    Mr Speaker 1:01 p.m.
    Thank you very much, Hon Majority Leader, for yielding to the Hon Member.
    Yes, Hon Member, you may make your contribution.
    Mrs Catherine Abelema Afeku (NPP -- Evalue Ajomoro Gwira) 1:11 p.m.
    Thank you, Mr Speaker, and Hon Majority Leader for the honour done me.
    Mr Speaker, as you rightfully said, Hon Abass, a very Hon Member of the Board of the National Theatre, has done a yeoman's job, to share with this august House, the importance of International Dance Day. I want to add a few comments to his Statement.
    Dance as a cultural tool is very important for us to appreciate ourselves and also appreciate the different cultural elements in dance. Dance is also an opportunity to create jobs.
    It is only in our part of the world that we do not see the value or have not really seen the essence of dance. In the Alvin Ailey Dance Theatre in New York, United States of America (USA) and other countries where opera and other forms of dance have created thousands of jobs for talented people, there is an opportunity to look at dance differently.
    As the Hon Minority Leader said on the issue of resources, the National Theatre, after 25 years of existence in Ghana, still has a challenge of resources to share the joys of dance. Dance does not only reduce stress but it also brings families together.
    In every activity and in all the cultural settings in Ghana, there is a drummer, a dancer and a piper who bring smiles to the faces of people.
    On this day, I would want to urge Hon Colleagues not to just go to funerals and sit, but to appreciate cultural groups within their catchment area, support them if they could. Together, they would bring the tapestry of peace and joy and harmony that we are so blessed with as a nation.
    The National Theatre has done so much for Ghana and in 25 years of existence, they have showcased 10 different cultural groups that the Dance Ensemble, Abibigroma and all the other different spheres that work in the theatre carries the flag of Ghana through dance, theatre and play.
    This is not the day of frivolity, but a day to appreciate the different forms of art, cultural and dance that could bring us cohesion as a people.
    I would want to congratulate all those in the Arts industry, dancers and drummers from different parts of Ghana and Africa and the world that today is their day.
    Hopefully, men in the group would take their wives to dance and the women could also invite their husbands or friends to also wriggle their toes and allow their bodies to celebrate life through dance.
    Mr Speaker, with these few words, I would want to congratulate all the dancers around the globe for
    the day that has been set aside to celebrate the special arts that helps the body to relax.
    I thank you.
    Mr Speaker 1:11 p.m.
    Thank you very much, Hon Minister, for your rich contribution to the Statement.
    That would end Statements time.
    Hon Members, item listed 5 -- State Interests and Governance Authority Bill, 2019 at the Consideration Stage.
    Mr Kyei-Mensah-Bonsu 1:11 p.m.
    Mr Speaker, we need to do some alignment in respect of item numbered 5, so we would stand it down for the time being and deal with item numbered 6 which is the Companies Bill, 2018 at the Consideration Stage.
    Mr Speaker, having done the winnowing, I would want to request Hon Colleagues to be very diligent in the Consideration Stage so that we could go through it as quickly as possible.
    Mr Speaker 1:11 p.m.
    Hon Members, item listed 6 -- Companies Bill, 2018 at the Consideration Stage.
    Hon Chairman of the Committee, clause 113?
    Hon Members, the First Deputy Speaker would take the Chair.
    MR FIRST DEPUTY SPEAKER
    BILLS -- CONSIDERATION 1:11 p.m.
    STAGE 1:11 p.m.
    Mr First Deputy Speaker 1:11 p.m.
    Hon Chairman of the Committee, according to the record, debate is to continue on clause 113. Is your mind up of where to go from here?
    Chairman of the Committee (Mr Ben Abdallah Banda) 1:11 p.m.
    Mr Speaker, it is not only clause 113(3) that should be deleted, the whole of clause 113 has to be deleted.
    Mr First Deputy Speaker 1:11 p.m.
    Hon Members, Order!
    rose
    Mr First Deputy Speaker 1:11 p.m.
    Hon Deputy Minister for Finance, can you resume your seat, unless you want to catch my eye?
    Hon Chairman of the Committee, you may continue.
    Mr Banda 1:11 p.m.
    Mr Speaker, the whole of clause 113 should be deleted because it is a transitional provision
    which deals with registration of charges.
    The purpose of this provision was to enable companies then in existence before the passage of the Companies Code, the opportunity to register their existing charges. With the passage of the Companies Code, companies registered their charges which is to say, they complied with the relevant provision of the Companies Code.
    So, clause 113 has outlived its usefulness. This is because there is enough provision under clause 110 of the Bill that deals with registration of charges as they come up.
    Mr Speaker, my humble proposition is that the whole of clause 113 should be deleted but not only clause 113(3).
    Mr First Deputy Speaker 1:11 p.m.
    Very well. Move the amendment so that we can deal with it.
    Mr Banda 1:11 p.m.
    Mr Speaker, with your leave I beg to move, that clause 113 be deleted given the explanation afore mentioned.
    Mr Iddrisu 1:11 p.m.
    Mr Speaker, with your leave I support the deletion of the whole of clause 113, but the Hon Chairman of the Committee could clarify it.
    In line 7 of clause 113, reference was made to clause 110. Even though he said that on the basis of clause 110, clause 113 is rendered irrelevant, it was further built on clause 110.
    Mr Speaker, my understanding of clause 113 says, and with your permission I beg to quote:
    Where, at the date of commencement of this Act, a company has property on which there is a charge particulars of which would require registration….''
    Clause 110 is “Registration of particulars of charges created by companies”. It states, and I beg to quote:
    “110. (1) A charge, other than a charge specified in subsection (5), created by a company after the commencement of this Act is void so far as a security on the company's property, is conferred by that charge, unless the particulars prescribed in this section together with the original or a certified copy of the instrument by which the charge is created or evidenced, are delivered in the prescribed form to the Registrar for registration within forty-five days after the date of its creation.”
    So would it be all other charges of just subsection (5). I support it but I just want clarity on it.
    Alhaji Inusah Fuseini 1:21 p.m.
    Mr Speaker, this was Gower's style of putting transitional provisions in the body of the law. The law itself makes room for the registration of charges
    in clause 110. But then, in 1963, when the Gower's code was coming into force, there was no provision for the registration of charges.
    So Gower provided for it in clause 110, and gave companies an opportunity within a period of time to register to be consistent with clause 110. And so that provision is no longer important.
    Mr Kyei-Mensah-Bonsu — rose—
    Majority Leader 1:21 p.m.
    Mr Speaker, if my memory serves me right, I think clause 113(3) was to be inserted after subclause (3) of clause 112, and to delete the remaining clause 113.
    I think that is what was done. Of course, if we have done that and we delete the entirety, the value would be the same. I think that is what we did earlier. And so I think we can delete clause 113 now because clause 113(3) has been brought up.
    Alhaji I.A.B. Fuseini 1:21 p.m.
    Mr Speaker, initially, we thought we should even leave it there. But on further reflection, we came to the conclusion that there cannot be existing charges presently in our jurisdiction which have not been registered. Clause 113(3) is a default of compliance to clause 112. And so the whole thing goes.
    Mr Banda 1:21 p.m.
    Mr Speaker, I agree with the Hon Ranking Member but I think that what the Hon Majority Leader is saying with respect to clause 113(3) is a provision that deals with a company failing to comply with the
    Mr Iddrisu 1:21 p.m.
    Mr Speaker, I believe what we need to do is for you to put the Question on the deletion of clause 113. But we take not that clause 113(3) is still relevant to strengthen the provisions in clause 110 and clause 112.
    Question put and amendment agreed to.
    Mr First Deputy Speaker 1:21 p.m.
    Hon Members we would now proceed to clause 211.
    Clause 211 — Company Secretary.
    Mr Banda 1:21 p.m.
    Mr Speaker, I beg to move, clause 211 subclause (1), delete and insert the following:
    “A company shall have a Company Secretary who shall possess the qualification criteria specified in subsection (3)”
    Mr Speaker, the sense is the same, except that we are trying to reword or redraft the provision, which deals with the qualification criterion of a company secretary, which is well spelt out under subclause (3) of clause 211.
    Question put and amendment agreed to.
    Mr Banda 1:21 p.m.
    Mr Speaker, I beg to move, clause 211 subclause (3), paragraph (a), line 2, after “person”, insert “to”.
    Mr Speaker, the new rendition would read 1:21 p.m.
    “(3)The directors shall not appoint a person as a Company Secretary unless that person
    (a) has obtained a professional qualification or a tertiary level qualification that enables that person to have the requisite knowledge and experience to perform the functions of a Company Secretary.”
    Mr Speaker, that makes the provision syntactically correct.
    Question put and amendment agreed to.
    Mr First Deputy Speaker 1:21 p.m.
    Hon Members, item numbered (iv).
    Mr Banda 1:21 p.m.
    Mr Speaker, I beg to move, clause 211 — subclause (6), line 3 delete “a financial or” and in line 4, delete “determined by the Regulations under section 364” and insert “of twenty-five penalty units”.
    Mr Speaker, the new rendition would read 1:21 p.m.
    “(6) Where a company carries on business for more than six months without a Secretary, the
    company and every officer of the company that is in default shall be liable to an administrative penalty unit of twenty five penalty units for each day that the company continues to carry on business without a Company Secretary after the expiration of the period of six months.”
    Mr Speaker, the purpose is to state specifically in the law the number of penalty units a defaulting company would be liable to pay without necessarily resorting to a Regulation.
    Mr Speaker, in the Companies Bill, penalty units have all been spelt out when a company or its officer defaults, so, we did not want to give an exception to this particular provision by resorting to Regulations accompanying the Companies Bill when it subsequently becomes a law. That is the essence of this proposed amendment.
    Alhaji I.A.B. Fuseini 1:31 p.m.
    Mr Speaker, for the ease of doing business, we said that we should move from the penalty regime being couched in Regulations which would require the Registrar- General laying the Regulations in the House for 21 days before they could come into force. That delays and compromises our attempt to create an environment that would ease the doing of business.
    So, we want to convert it to an administrative fine of twenty-five penalty units.
    Mr Speaker, so we support the amendment.
    Mr Haruna Iddrisu 1:31 p.m.
    Mr Speaker, as much as I support the amendment, I share the view expressed by both the Hon Chairman and the Hon Ranking Member that a major index used to measure the ease of doing business is the ease with which one could register a company, the time limits and other processes.
    Mr Speaker, but Regulations under article 11 of the Constitution guides the operationalisation of the parent Act. If their amendment is carried, we are marrying both the parent Act and the Regulations.
    I am not too satisfied with it because what we must do is what we attempted doing in some other legislation. We must ensure that, as important as this Bill is, we do not even allow 90 days before they come with any other accompanying Regulations but to attempt to fuse it may not serve our ends in future.
    Mr Speaker, I have no fundamental objections.
    Mr Kyei-Mensah-Bonsu 1:31 p.m.
    Mr Speaker, the amendment read by the Hon Chairman of the Committee seeks to delete, the second “is” in line 3 and insert “shall be”. I think that is
    Mr Banda 1:31 p.m.
    Mr Speaker, I beg to move, clause 211 -- subclause (8), redraft as follows:
    “The Company Secretary shall, before assuming office, lodge with the company for onward transmission to the Registrar, the written consent to serve as Company Secretary.”
    We seek to redraft this subclause. The current rendition, as captured in the Bill, is to the effect that the secretary's consent should be given to the Registrar-General but the secretary is employed by the company.
    To that extent, the secretary must first of all give his or her written consent to the company for the company to forward same to the Registrar-General. That is the rationale behind the redrafting of the current
    provision as captured under subclause 8.
    Question put and amendment agreed to.
    Clause 211 as amended ordered to stand part of the Bill.
    Clause 212 -- Duties of a Company Secretary
    Mr Banda 1:31 p.m.
    Mr Speaker, I beg to move, paragraph (a) delete “if it has one”.
    Mr Speaker, every company must have a constitution which could either be a registered or a default one. So, there is no need to add, “if it has one”. That makes it superfluous. That is the rationale behind the deletion of, “if it has one”.
    Mr Speaker, the new rendition of clause 212 would read 1:31 p.m.
    “The duties of a company secretary include
    (a) assisting the Board to comply with the constitution of the company and with any relevant enactment;”
    Question put and amendment agreed to.
    Clause 213 ordered to stand part of the Bill.
    Clause 214 -- Prohibition of tax- free payments
    Mr Banda 1:31 p.m.
    Mr Speaker, I beg to move, clause 214 -- subclause (2), redraft as follows:
    “(2) A provision contained in
    (a) the constitution of a company; or
    (b) a resolution of a company or of the directors of a company; or
    (c) a contract entered into by a company
    For the payment of remuneration shall have effect as if it provided for payment, as a gross sum, subject to income tax, of the net sum for which it actually provides.”
    Mr Speaker, the substance is the same. We are only trying to achieve simplicity and better clarity by breaking the provision down into paragraphs (a), (b), and (c). Otherwise, everything in the provision has been captured.
    Mr Kyei-Mensah-Bonsu 1:31 p.m.
    Mr Speaker, between paragraphs (a) and (b) of clause 214, “or” after “company” should be deleted. This would read:
    “(2) A provision contained in
    (a) the constitution of a company;
    (b) a resolution of a company or of the directors of the company; or…”
    ‘…the director of a company; So, the “or” comes after subclause (b) and not after subclause (a).
    Mr First Deputy Speaker 1:41 p.m.
    Yes, Hon Majority Leader?
    Mr Kyei-Mensah-Bonsu 1:41 p.m.
    Mr Speaker, in the closing phrase on the second line, I noticed that there is a first comma after “payment”.
    Now, if you maintain that comma after “payment”, it changes the nature and character of that closing phrase. I believe that the first comma should not be there.
    I have checked the original Bill and it is there in the original, but I think that it is a typographical error. Otherwise, it will change the meaning of that construction. I believe that we do not need the first comma.
    Mr First Deputy Speaker 1:41 p.m.
    Very well. I think that is clear. Yes, Hon Member for Wa West?
    Mr Chireh 1:41 p.m.
    Mr Speaker, I believe that it should be there because what it means is that you can read that without the one that is between the two commas.
    However, the two commas have a specific role they want to play so that looking at it, it says that, “provided for payment as a gross sum, subject to income tax of the net sum for which it actually provides”.
    Mr Speaker, so, you could read it without 1:41 p.m.
    “as a gross sum” so it will read; for payment subject to income tax of the net sum for which it actually provides. The only thing we have done in this particular subclause is to paragraph them. If you read them the way it was originally passed, you do not get it as it was clearly established. So, we still need the first comma.
    Mr First Deputy Speaker 1:41 p.m.
    Yes, the Hon Ranking Member would speak before I listen to the Hon Chairman.
    Alhaji I.A.B. Fuseini 1:41 p.m.
    Mr Speaker, I thought that the finance people will help us. This is because immediately there is a payment which is subject to tax then that payment that was made, can only be gross. So, it is after tax that it becomes net. So, I do not know why it is there as gross.
    Mr Speaker, in fact, the provision as gross is just for the abundance of caution. Immediately you subject that payment to tax, it becomes a gross payment.
    Mr Banda 1:41 p.m.
    Mr Speaker, with the greatest of respect to the Hon Majority Leader, I think that the comma should be there because the phrase “as a gross sum” is a non- restrictive phrase in meaning.
    It means that without the phrase, the provision will still make sense, but if we delete the comma, what it means is that the phrase must always
    accompany the payment but that is not the intendment.
    What it is saying is that, “provided for payment, subject to income tax …”. So, whatever payment is made, that payment to the extent that it is gross, must be subjected to tax. That is all that it says.
    Mr Speaker, so, I believe that we should leave the comma in order to achieve the intent and purpose of the provision.
    Mr Kyei-Mensah-Bonsu 1:41 p.m.
    Mr Speaker, incidentally, what the Hon Chairman just said fortifies what I said. We are “providing for payment as a gross”?
    Now, we subject it to income tax and then we have the net. Maybe, we could leave it for the draftspersons to do what is appropriate, now that we know what you are talking about. But I strongly feel that the first comma is not needed.
    Mr First Deputy Speaker 1:41 p.m.
    Well, I tend to agree with the Hon Majority Leader but I will leave it to the draftspersons to do the appropriate punctuations to achieve the intendment.
    Question put and amendment agreed to.
    Clause 214 as amended ordered to stand part of the Bill.
    Clause 215 -- Register of the directors and Company Secretary
    Mr Banda 1:41 p.m.
    Mr Speaker, I beg to move clause 215, subclause (1), delete and insert the following:
    “(1) A company shall keep at the registered office of the company;
    (a) a register of the directors of the company; and
    (b) a register of Company Secretaries.
    (2) The register of directors referred to in subsection (1) shall include a record of substitute directors appointed in accordance with section 180 but shall not include a record of alternate directors appointed in accordance with section 181.”
    Mr Speaker, the rationale behind this proposed amendment is to redraft the current provision as captured in the Bill. Nothing has really changed so far as this proposed amendment is concerned.
    Mr Chireh 1:41 p.m.
    Mr Speaker, looking at the first sub-clause:
    (1) “A company shall keep at the registered office of the company;
    (a) a register of the directors of the company; and
    (b) a register of the Company Secretaries”.
    Mr First Deputy Speaker 1:41 p.m.
    Hon Member, what is your complaint?
    Mr Chireh 1:41 p.m.
    [Inaudible] --
    Mr First Deputy Speaker 1:41 p.m.
    Very well.
    Question put and amendment agreed to.
    Mr Banda 1:41 p.m.
    Mr Speaker, I beg to move, clause 215, subclause (8), opening phrase, delete “216 and 186” and insert “186 and 216”.
    Mr Kyei-Mensah-Bonsu 1:51 p.m.
    Mr Speaker, just a minor insertion. For clause 215(1):
    “A company shall keep at the registered office of the company
    (a)a register of the directors of the company; and
    (b) a register of Company Secretaries”.
    Mr Speaker, the first register in clause 215(2) which is in the original subclause (2) deals with, “The register shall contain with respect to each director,”
    I thought that because we are now talking about two registers, the first one should then be the register of directors. It reads “the register of directors shall contain” -- it may be superfluous but I believe that if we should stand the (2) out, the better.
    Alhaji I.A.B. Fuseini 1:51 p.m.
    Mr Speaker, I get it. In fact, this matter came up during the winnowing and I am sure it was at the time the Hon Majority Leader had left. We were told that the practice was that it is actually one register but the register had a part for company secretaries and another part for directors.
    Mr Speaker, but his proposal is forward looking in the sense that if in future they want to keep separate registers, then they could have a register of company secretaries and a register of directors.
    So, if we want to make it abundantly clear, then we could say “The register of directors shall contain with respect to each director . . .”, and that could end this.
    Mr Kyei-Mensah-Bonsu 1:51 p.m.
    Mr Speaker, I was there when this matter cropped up but I only reacted because of the response that you gave to Hon Yieleh Chireh when he asked; the answer was that there are two registers.
    So, I thought that maybe after I had stepped out they agreed later that there should be two registers. If there is one register then you should have told him that there is one register.
    Mr Chireh 1:51 p.m.
    Mr Speaker, I have a difficulty understanding the amendment because of the way it has
    been moved. It is being said in the opening phrase of (ix) now that -
    Mr Speaker, we ought to have done the opening phrase before we come to this one, but in attempting to redraft it, what we have done is to take (2) -- After this, we are saying “opening phrase”, but which of the clauses is the opening phrase for?
    I ask because, as far as I am concerned, the opening phrase reads, “A company shall keep at its registered office a register of …” and the cross-referencing in terms of 180 and 181 is in that. So, when we do this then we are reversing the order in which we should have done the amendment.
    Again, with the way it has been numbered, if we now say under (viii), which is clause 215 (1) and (2), then how would the others fit into -- [Interruption] --
    My point is that, which of the opening phrases is for clause 215 advertised as (ix)?
    Mr First Deputy Speaker 1:51 p.m.
    Subclause (8), opening phrase, delete “216 and 186” and insert “186 and
    216”.
    So, we are looking at subclause (8) and for the purposes of these section, which are sections 216 and 186, it has now been proposed that it should be sections186 and 216. It is just the re-arrangement of the numbering; but the issue the Hon Leader raised and which in my view has become contentious, after the vote, is whether
    we intend to keep two registers or there is one register with two sections. If I read the new 215 (1) (a) and (b), I get the impression that we are talking about two registers. Is that not what we adopted under the --
    What was the Hon Leader's complain about that?
    Mr Kyei-Mensah-Bonsu 1:51 p.m.
    Mr Speaker, I complained against Hon Fuseini because it is supposed to be one register with two parts; the first part relates to directors and the second part relates to company secretaries. But Hon Chireh sought explanation from him and he said that they are supposed to be two registers.
    At a point in time, I stepped out of the winnowing room and so I thought that they had agreed on two registers. So, I was telling him that if there were two registers then clause 215 (2) should be more detailed than it is now. But now that he has agreed that it is one register, we could leave it as it stands.
    Mr First Deputy Speaker 1:51 p.m.
    Hon Chairman.
    Mr Banda 1:51 p.m.
    Mr Speaker, in view of the concerns raised and given the impression that has been created as though we are talking about two registers, I would - [Interruption]
    Mr Speaker, I was going to merge subclauses (a) and (b).
    Mr First Deputy Speaker 1:51 p.m.
    So, what is your position? Should we proceed?
    Very well.
    Hon Members, having regard to the state of business of the House I direct that the House sits outside the regular Sitting hours.
    Hon Members, we would deal with item numbered (ix).
    Hon Chairman.
    Mr Banda 1:51 p.m.
    Mr Speaker, I beg to move, clause 215, subclause (8), opening phrase, delete “216 and 186” and insert “186 and 216”.
    Mr First Deputy Speaker 1:51 p.m.
    Hon Members, this is straightforward.
    Question put and amendment agreed to.
    Mr First Deputy Speaker 1:51 p.m.
    Item numbered (x).
    Mr Banda 1:51 p.m.
    Mr Speaker, I beg to move, clause 215, subclause (8), paragraph (b), sub-paragraph (iii), line 1, delete “woman” and insert “person” and in line 2, delete “she” and insert “that person”.
    Mr Speaker, the intention is to make the provision gender neutral. So, the new rendition would read:
    “(8) For the purposes of this section and of sections 186 and
    216,
    Mr First Deputy Speaker 1:51 p.m.
    But this could only refer to a woman because a man's name does not change when he gets married. So, in my view, this gender neutrality argument is rather making it worse unless you know any part of this country where a man's name changes upon marriage.
    Mr Chireh 1:51 p.m.
    Mr Speaker, maybe, we are anticipating marriages between women and women or men and men in which case it could become “person”. So, I think that it should remain as it is because we do not want to have any such ideas in future. It should be a “woman” because a woman is a woman and she changes her name by adding the name of a man.
    Mr Ursula Owusu-Ekuful 2:01 p.m.
    Mr Speaker, a woman is not a woman because she changes her name upon marriage. She is a woman because she is born as a female and it is not the change of name that makes her a woman. So, the Hon Member is misleading the House.
    Mr Speaker, that is exactly what he said -- that a woman is a woman because she changes her name when she gets married.
    That is not what makes one a woman; she is a woman and her sex is determined by her genes and by birth.
    Mr First Deputy Speaker 2:01 p.m.
    Hon Minister, you paid attention only when they talked about change of name of -- [Laughter] But the argument had been, in the Bill, it is intended to talk about the woman who would have to change her name or may want to keep her name because she got married. So he changed it to something which is gender neutral; he is not describing the situation as it is.
    Alhaji I.A.B. Fuseini 2:01 p.m.
    Mr Speaker, it is true; that was consistent with the thinking during the time of Prof. L. C. B. Gower. Now, there are men who marry a woman and take the woman's name.
    Mr First Deputy Speaker 2:01 p.m.
    Where in Ghana has that ever happened? [Laughter.]
    An Hon Member 2:01 p.m.
    We are talking about Ghana. Why are you -- [Laughter?]
    Mr First Deputy Speaker 2:01 p.m.
    We are making a law for Ghana and you are talking about elsewhere.
    Alhaji I.A.B. Fuseini 2:01 p.m.
    Mr Speaker, we do not know when the development will get to Ghana -- [Laughter] -- If there is a woman who is financially capable and a man offers to marry her and one of the conditions for marrying her is to assume her name, it could be possible. That is why we say, take a gender-
    neutral name, if it is possible, in the future. That is why we have accepted gender neutrality in this matter.
    Mr Banda 2:01 p.m.
    Mr Speaker, I believe that what the provision seeks to do is to let us know the name to be captured. Is it a name before marriage or a name after marriage?
    The provision says that a name by which that the person is known before marriage. It is possible for a man to change his name after marriage. So this provision takes care of that.
    It is possible for a woman to also - I know some women do not change their names after marriage; they maintain their maiden names.
    The provision says that if a man changes his name after marriage -- [Interruption] -- So it is captured. If a woman changes her name after marriage, this provision takes care of that. I think we should make it gender neutral.
    Mr First Deputy Speaker 2:01 p.m.
    Mr Chairman, let us look at the provisions again. Paragraph (b) subparagraph (iii):
    “…in the case of a married woman, the name by which she was known before the marriage.”
    So that makes provision for a specific case where a married woman changes her name. That cannot and should not be substituted for with a
    “person” -- because it makes a specific case for a married woman who changes her name. I do not think we should make this one gender neutral.
    Yes, Hon Member for Daboya?
    Mr Shaibu Mahama 2:01 p.m.
    Mr Speaker, I could not agree more with you as subparagraph (iii) is specific to a married woman. So subparagraphs (i) and (ii) cover the other ones anticipated.
    Therefore, subparagraph (iii) is specific to a married woman, the name by which she was known before marriage. So there is no point in changing “woman” to “person”.
    Mr Speaker, I would urge the Hon Chairman to abandon this amendment.
    Alhaji Muntaka 2:01 p.m.
    Mr Speaker, I am concerned with the amendment that is being proposed in the subparagraph (iii). I believe we should say that any time a person's name changes, regardless of the circumstance under which the person's name has changed, if it is in marriage, the person still has to go through the process of making the name reflect the current one.
    If the person wants his or her traditional name to become part of their name -- whichever reason that informed the change of name, we should just have one omnibus clause that takes care of name changes and leave it at that instead of going into the nitty gritties of it, whether is in marriage or not.

    I think if we have an omnibus clause it would be better and neater --
    An Hon Member 2:01 p.m.
    That one is there --
    Alhaji Muntaka 2:01 p.m.
    So, why do you want to come further and talk about changing --
    Mr First Deputy Speaker 2:01 p.m.
    Hon Leader, the entire paragraph (b) deals with change of names under different circumstances.
    “(i)…in the case of a person usually known by a title, the name by which that person was known before the succession to that title;
    (ii) a name changed or disused before the person bearing the name attained the age of eighteen years or changed or disused for a period not less than twenty years; or
    (iii) in the case of a married woman, the name by which she was known before the marriage.”
    So it is providing for various circumstances under which a person may change his or her name and I do not think if we change subparagraph (iii), we would represent the entire situation properly.
    Chairman, I would urge you to withdraw the amendment.
    Mr First Deputy Speaker 2:01 p.m.
    I am only suggesting it to the House.
    Question put and amendment agreed to.

    Clause 215 as amended ordered to stand part of the Bill.

    Clause 216 -- Registration of particulars of directors and Company Secretaries
    Mr Banda 2:01 p.m.
    Mr Speaker, I beg to move, clause 216, subclause (3), lines 2 and 3, delete “Registrar in accordance with subsection (1)” and insert “company”
    The new rendition would therefore read:
    “A director or Company Secretary who resigns from office is in default unless notification of the resignation is duly given to the company…”
    Mr Speaker, in this case, the Registrar does not have to give his or her resignation letter to the company. As I have already stated, it is the company that engaged the secretary, so the resignation letter must be given to the company for it to forward same to the Registrar. That is the rationale behind this proposed amendment.
    Alhaji I.A.B. Fuseini 2:01 p.m.
    Mr Speaker, because it is a deletion, I would want to support the chairman. A director or company secretary who resigns from the company has the primary responsibility of informing the company of his resignation. So, the company could then send it to the Registrar and not the individual going straight to the Registrar.
    Question put and amendment agreed to.
    Clause 216 as amended ordered to stand part of the Bill.
    Clause 217 ordered to stand part of the Bill.
    Clause 218 -- Injunction or declaration in the event of illegal or irregular activity
    Mr Kyei-Mensah-Bonsu 2:11 p.m.
    Mr Speaker, just to sound that we wanted to be contemporary so we gave an indication -- I beg to move, that wherever we have these apostrophes as in 218(1)(b), we have the appropriate construction effected.
    So that “company's constitution” would read “the constitution of the company”. So it should reflect consequentially throughout the Bill.
    Mr First Deputy Speaker 2:11 p.m.
    Very well. I so direct.
    Question put and amendment agreed to.
    Clause 218 as amended ordered to stand part of the Bill.
    Clause 219 -- Remedy against oppression
    Mr Banda 2:11 p.m.
    Mr Speaker, I beg to move, clause 219 subclause (1), opening phrase, line 3, after “ground” add “that” and delete “that” at the beginning of paragraphs (a) and (b).
    Mr Speaker, it would therefore read 2:11 p.m.
    “A member or debenture holder of a company or, in a case falling within section 234, the Registrar may apply to the Court for an order under this section on the ground that”
    Mr Speaker, we do not want to be repeating “that” in (a) and (b).
    Mr First Deputy Speaker 2:11 p.m.
    Very well.
    Mr Kyei-Mensah-Bonsu 2:11 p.m.
    Mr Speaker, grammatically, what is captured in the Bill is appropriate. This is because if we read the preamble of 219 it says:
    “A member or a debenture of a company or, in a case falling within section 234, the Registrar may apply to the Court for an order under this section on the ground
    (a) That the affairs of the company are being conducted
    …”
    Mr Amoako-Attah 2:11 p.m.
    Mr Speaker, I hold a different view from my Leader. This is legislation and it is not grammar that is being considered.
    Mr Speaker, respectfully, I support the proposed amendment. If we introduce the word “that”, it means that there are going to be other conditions and the word “that” would control and would be applicable to all the conditions that come under that particular clause. So from the view point of legislation, it is appropriate to say that and with your permission, I read from the second line: “… the Registrar may apply to the Court for an order under this section on the ground that…”
    Mr Speaker, I am sure there would be a colon there for (a), (b), (c), (d). So it is appropriate when considering legislation.
    Thank you, Mr Speaker.
    Mr Ahiafor 2:11 p.m.
    Mr Speaker, I support the proposed amendment of the Chairman of the Committee. It is drafting style so that when we bring “that” after “the ground” we would not be repeating “that” after every subclause. Sometimes, the grammar would have to suffer a little bit for the sake of the drafting style.
    Mr Speaker, I support the Chairman. There is no need repeating “that” after every subclause. At least, for brevity, we should go by the Chairman's proposal.
    Alhaji I.A.B. Fuseini 2:11 p.m.
    Mr Speaker, in fact, the Hon Majority Leader is very right except that because we have gone to this new drafting school, we are changing English; because if we recall an affidavit -- a court process -- we have to continue repeating the “that” until we end. We could simply have put the “that” up to regulate the whole process.
    Mr Speaker “that” is a demonstrative pronoun, that this or that is k happening; that or that is happening but because of the new drafting rules, it says that sometimes the English cannot hold.
    So he is correct but the new drafting style says that we could move it up there because that is actually the thing. In this context, what is the ground? The first ground is: “the affairs of the companies …” That is the first ground. It is just like a Motion -- “that this House …” The second ground is that “that is the act…”. It is a demonstrative pronoun.
    Mr Speaker, I would leave it to the Chairman.
    Mr Amoako-Attah 2:11 p.m.
    Mr Speaker, I again disagree with Hon Fuseini. He made reference to an affidavit. He is an astute lawyer and he knows that with affidavit, that is the prescribed format.
    In preparing an affidavit, it is a prescribed format -- a legal document and one cannot do otherwise. This is because if he has to file it in court, that is the format required. This one is legislation and that is not a prescribed format.
    So in drafting, if we make reference to all drafting documents, we do not need to be repetitive. So it cannot be compared with the preparation of the affidavit.
    Thank you, Mr Speaker.
    Mr Kyei-Mensah-Bonsu 2:11 p.m.
    Mr Speaker, I raised this matter for our consideration. The fact that we have been doing the wrong thing since the beginning of the world does not make it right and I hope the Minister for Roads and Highways is listening.
    Mr Speaker, in the statute before us, we would see areas where they referred to something being done “on my own behalf”.
    One cannot do anything on his own behalf. We do things on behalf of others, not on one's own behalf. But in Ghanaian lexicon and Ghanaian law -- we have been saying this in the law
    court. It does not make it right. It is wrong and the fact that we continue using it does not make it right.
    Mr First Deputy Speaker 2:21 p.m.
    That is not part of the legal format. It is bad language adopted by those who did not go to good schools like myself. [Laughter.]
    Mr Kyei-Mensah-Bonsu 2:21 p.m.
    Mr Speaker, I would withdraw because a lot of instabilities are being introduced, especially from those of my Hon Colleagues, who did not go to the established schools. [Laughter.]
    Question put and amendment agreed to.
    Mr First Deputy Speaker 2:21 p.m.
    That was the last clause.
    Hon Chairman of the Committee, would you want to move another matter on this same clause 219?
    Dr Ayine 2:21 p.m.
    Mr Speaker, I rise in respect of clause 217.
    Mr First Deputy Speaker 2:21 p.m.
    I would first put the Question on clause
    219.
    Clause 219 as amended ordered to stand part of the Bill.
    Mr First Deputy Speaker 2:21 p.m.
    Hon Member for Bolgatanga East, you may speak now.
    Mr First Deputy Speaker 2:21 p.m.
    Hon Member, you could read and refer us to that specific provision.
    Dr Ayine 2:21 p.m.
    Mr Speaker, the provision says that the rights, duties and liabilities of officers and agents of companies shall continue to be governed by the rules of the common law and equity relating to principal and agent and master and servant relationships and so on, except in so far as those rules are not inconsistent with the express provisions of this Act.
    Mr Speaker, my point is that it appears that when read with the double negative, it rather makes it possible for inconsistent common law and equity rules to be applicable under the statute.
    Mr First Deputy Speaker 2:21 p.m.
    So you are proposing that we remove “not”--
    Dr Ayine 2:21 p.m.
    Mr Speaker, it should be captured as “except where they are inconsistent”, and not “where they are not inconsistent”. That is the sense in which I believe the clause must be phrased.
    Mr First Deputy Speaker 2:21 p.m.
    So you would want us to put it as “so far as those rules are inconsistent with the express provisions of this Act”.
    No, that would not be right, unless you would probably want to say that “unless those rules are consistent with the express provisions of this Act.” I would, however, listen to the Hon Member for Wa West first.
    Mr Chireh 2:21 p.m.
    Mr Speaker, I have been arguing with the Hon Member for some time now. [Laughter]. This is because I said that because it is double negative, it then turns it into a positive, but he still pointed out to me that if we remove the word “not”, then it would mean that the rules are inconsistent with the express provision of the Act. That makes sense, and it makes sense because the rules are inconsistent.
    Mr Speaker, if we say that they are “not inconsistent”, then the two words, the “not” and the “in” would cancel each other, and it would mean that the rules are consistent with the express provisions of the Act.
    So, which one should we take? Should we cancel the double negative, that is, to cross out the word “not” or the word “in” and for it to read as “so far as those rules are
    consistent with the express provisions of the Act”? If it is so, then we should cancel the double negative.
    Alhaji I.A.B. Fuseini 2:21 p.m.
    Mr Speaker, the Hon Member for Bolgatanga East got it right, except that in reading it over and over again, he got it wrong. He did it for more than four times.
    Mr Speaker, what the rule simply says is that the rule of common law and equity would still apply, and those rules of common law and equity which would apply must be consistent with this Act.
    Mr First Deputy Speaker 2:21 p.m.
    They are subject to the rules of the specific. That is all. So if we remove the words “not” and “in”, then we would get consistent”. So if we were going to propose an amendment -- [Interruption.]
    Hon Chairman of the Committee, what is the proposal now? Do you want to remove the double negative or should it remain as it is? What is your pleasure?
    Mr Banda 2:21 p.m.
    Mr Speaker, I believe that the provision is clear, in that the rules of common law and equity are applicable, to the extent that they are consistent with the provisions of the Act. If they are inconsistent, the provisions of this Act would then reign supreme. That is all that it says, and so it is clear.
    Mr First Deputy Speaker 2:21 p.m.
    We should proceed.
    Clause 220 -- Shareholder's requirement of company to purchase shares.
    Mr Banda 2:21 p.m.
    Mr Speaker, I beg to move, clause 220 -- headnote, delete “Shareholder's requirement of” and insert “Member requiring”.
    Mr Speaker, the new rendition would read 2:21 p.m.
    “…member requiring company to purchase shares…” We are only trying to avoid the possessive.
    Question put and amendment agreed to.
    Mr Banda 2:21 p.m.
    Mr Speaker, under this item, clause 220(1)(b)(ii), there is an arrangement and then a major. An arrangement is a system or a way of changing the character of a company and the same thing applies to a merger.
    Mr Speaker, we have added “compromise” and “division”, in this Bill which is also a novelty under the law, and could be considered as a major transaction under the companies law regime.
    Mr Speaker, a compromise is a situation where a company and a creditor decides that some portion of a debt owed to a creditor be cancelled, and a division is a situation where the assets and the liabilities of a company is divided among two or more companies.
    Mr Speaker, what this section 220 says is that whenever there is an arrangement or a merger, a member who is dissatisfied with this arrangement could apply for that member's shares to be bought.
    Mr Banda 2:31 p.m.


    Mr Speaker, I propose that we insert under clause 220(ii), “ division” and “compromise” after “arrangement or merger”, because division and compromise are also schemes that can be classified under major transactions for which a dissenting member of a company can apply for his shares to be bought out.

    Mr Speaker, I know that this issue was not considered when the winnowing team met in Koforidua sometime last week to consider the rest of the provisions of the Companies Bill.

    But after consultation with the committee of experts, sometime yesterday, they agreed that we should include “compromise” and “division” under clause 220(1)(b)(ii) so that whenever we have an arrangement, merger, compromise or division, a dissenting member can apply for that dissenting member's shares if he or she so wishes to be bought out by the company.

    Mr Speaker, this is my humble application.
    Alhaji I.A.B. Fuseini 2:31 p.m.
    Mr Speaker, the heading of Part T of this law will change; the heading will be “Arrangement, Compromise, Merger and Division”. It is so now here because Part T was just about
    arrangements and mergers. So, if we refer to Part T by incorporation, the heading should be “An Arrangement, Compromise, Merger or Division” and we delete “or both” because they would now be four.
    So it would read:
    “Despite sections 64 and 65 a member may require a company to purchase the shares of that member where members of a company by special resolution resolve to
    (b) approve
    (ii) an arrangement, a compromise, merger or division of that company under Part T of Chapter Two of this Act;”
    Mr First Deputy Speaker 2:31 p.m.
    Hon Members, we are considering the proposed insertion. In that case, we would delete “or both” from the existing Bill.
    Question put and amendment agreed to.
    Clause 220 as amended ordered to stand part of the Bill.
    Clause 221 -- Notice requiring purchase of shares
    Mr Speaker, the new rendition would then read 2:31 p.m.
    “A member of a company who requires the company to purchase …”
    This is because “wishes” is an intention which has not actualised yet, but “require” is more positive than “wishes”.
    Line 2 would then read, “…to purchase shares of that member”. It is an attempt to, once again, do away with the possessive.
    Mr Speaker, the whole rendition would read 2:31 p.m.
    “A member of a company who requires the company to purchase the shares of that member under section 220 shall, within fourteen days of the passage of the resolution at a meeting of the members of the company, give written notice to the company requiring the company to purchase those shares.”
    Question put and amendment agreed to.
    Mr First Deputy Speaker 2:31 p.m.
    Item numbered 6(xv). There is a proposed amendment in the name of the Hon Chairman.
    Mr Banda 2:31 p.m.
    Mr Speaker, I beg to move, subclause (2), paragraph (d), line 2, delete “members' shares” and insert “shares of the member”.
    Mr Speaker, this is a consequential amendment. The new rendition reads 2:31 p.m.
    “On receipt of the notice, the Board shall
    (d) apply to the Court for an order exempting it from the purchase of the shares of the member.”
    Question put and amendment agreed to.
    Mr First Deputy Speaker 2:31 p.m.
    Item numbered 6(xvi).
    Mr Banda 2:31 p.m.
    Mr Speaker, I beg to move, subclause (3), line 2, delete “shareholder of its decision” and insert “member of the decision of the Board”.
    Mr Speaker, it will read 2:31 p.m.
    “The Board shall within twenty- eight days of receipt of the notice give written notice to the member of the decision of the Board.”
    Mr Speaker, “shareholder” has been changed to “member” because a member in this context connotes a shareholder.
    Question put and amendment agreed to.
    Mr Kyei-Mensah-Bonsu 2:31 p.m.
    Mr Speaker, I have a minor amendment to clause 221(3), line 1, so we avoid the use of two “of” in that line. I think the first one could read “upon receipt”
    Mr Kyei-Mensah-Bonsu 2:31 p.m.


    So it would read:

    “The Board shall within twenty- eight days upon receipt of the notice give written notice to the member of the decision of the Board.”

    The first one should either read “upon receipt” or “on receipt”.
    Mr Banda 2:31 p.m.
    Mr Speaker, I agree, so, we can use “upon receipt”.
    Question put and amendment agreed to.
    Clause 221 as amended ordered to stand part of the Bill.
    Clause 222 -- Purchase of shares by company
    Mr First Deputy Speaker 2:41 a.m.
    There is no advertised amendment to clause 222 and now I would put the Question.
    Yes, Hon Majority Leader?
    Mr Kyei-Mensah-Bonsu 2:41 a.m.
    Mr Speaker, I would remind the Hon Chairman that with clause 222(3), we proposed an amendment and deleted “or in the absence of any agreement”. [Interruption] Was it reinstated?
    Mr Speaker, maybe, you would allow for some further consultation because I remember I proposed that it should rather read:
    “or in the absence of an agreement on the date of payment, as soon as practicable, purchase all the shares at the stated price”.
    I think that it was disagreed to. Hon Chairman, did we reinstate it? I am not too sure.
    Mr Banda 2:41 a.m.
    Mr Speaker, we reinstated it because we are looking at two scenarios. The first one is where the parties agree to a specific date and the second scenario is where there is no agreement to a specific date.
    This provision says that if there is no agreement to a specific date, then it shall be as soon as practicable. Initially, we decided to delete it, but on second consideration, we decided that the provision should be maintained. So, we are no longer deleting it.
    Mr Kyei-Mensah-Bonsu 2:41 a.m.
    Mr Speaker, in that case, there is just a minor amendment. I beg to move, line 3 delete “any” and insert “an”. It would read, “in the absence of an agreement”.
    Mr Banda 2:41 a.m.
    Mr Speaker, let us proceed, because it would mean the same thing.
    Mr First Deputy Speaker 2:41 a.m.
    Yes, I think that the “value is the same”, so what is your position? Do we retain the existing word or change it?
    Mr Banda 2:41 a.m.
    Mr Speaker, I think “in the absence of an agreement” or “in the absence of any agreement” they are substantially the same.
    Mr First Deputy Speaker 2:41 a.m.
    It is the same thing, so we would proceed.
    Clause 222 ordered to stand part of the Bill.
    Mr Kyei-Mensah-Bonsu 2:41 a.m.
    Mr Speaker, subject to that minor amendment proposed for clause
    222(3) --
    Mr First Deputy Speaker 2:41 a.m.
    Your Hon Colleagues and I believe that the value of “an” and “any” is the same.
    Mr Kyei-Mensah-Bonsu 2:41 a.m.
    Mr Speaker, I bow to you.
    Clause 223 ordered to stand part of the Bill.
    Clause 224 - Application to court for exemption on grounds of insolvency
    Mr Banda 2:41 a.m.
    Mr Speaker, I beg to move, sub clause (1), paragraph (a), delete “a” and insert “the”
    Mr Speaker, because notice is already mentioned under section 221, we are referring to a specific notice which therefore makes it definite. The new rendition would read:
    “(1) The company shall apply to the Court for an order exempting it from the obligation to purchase its shares, where the notice is given to a company under section 221”.
    It is because “notice” has already been mentioned under section 221, that is why we are deleting the indefinite article and inserting the definite.
    Alhaji I.A.B. Fuseini 2:41 a.m.
    Mr Speaker, he got it but the position is wrong. The “a” to be deleted is the one before “the company”. So, we would have “the company shall apply”.
    So, the notice should be given to the company.
    Mr First Deputy Speaker 2:41 a.m.
    Very well.
    Question put and amendment agreed to.
    Mr First Deputy Speaker 2:41 a.m.
    Item numbered 6 (xviii); Hon Chairman?
    Mr Banda 2:41 a.m.
    Mr Speaker, I beg to move, subclause (1), paragraph (b), line 3, after “insolent” insert “as defined in the First Schedule”.
    Question put and amendment agreed to.
    Mr Banda 2:41 a.m.
    Mr Speaker, there is a proposed amendment to delete subclauses 3 and 4 but there is no conclusion on it. After further consultation, we are told to still delete subclauses 3 and 4.
    Mr First Deputy Speaker 2:41 a.m.
    Hon Chairman, let us be clear because this is Parliament. Who is telling you? You were told by whom?
    Mr First Deputy Speaker 2:51 p.m.
    Very well. Is that the explanation for it not being advertised?
    Mr Banda 2:51 p.m.
    Rightly so, Mr Speaker.
    Mr First Deputy Speaker 2:51 p.m.
    You may move your amendment now.
    Mr Banda 2:51 p.m.
    Mr Speaker, I beg to move that subclauses (3) and (4) of section 224 be deleted.
    Question put and amendment agreed to.
    Clause 224 as amended ordered to stand part of the Bill.
    Clause 225 ordered to stand part of the Bill.
    Clause 226 -- Reinstatement of shares
    Mr Banda 2:51 p.m.
    Mr Speaker, I beg to move, clause 226 subclause (1), line 2, delete “that” and insert “the” and in line 4, before “member” insert “former”.
    The new rendition would be:
    “Where a former member wishes for shares to be reinstated pursuant to subsection (5) of section 220, the former member shall give written notice to the company within twenty-eight days after the one year period requiring the repurchase of the shares by that former member”.
    Mr Amoako-Attah 2:51 p.m.
    Mr Speaker, I oppose the proposed amendment.
    Mr Speaker, with your permission, I beg to quote clause 226 which says 2:51 p.m.
    “Where a former member wishes for shares to be reinstated pursuant to subsection (5) of section 220, that former member…”
    Mr Speaker, the word “that” refers specifically to the member who makes the request for the reinstatement, so it refers to that person directly. If the word “the” is used before the word “former”, it could be that the person may not be the first former member to make that request, but if the word “that” is used, it makes it specific because it would refer to a particular person at a particular time and therefore, puts an emphasis on that person who is required to give a written notice. It specifically refers to a particular person who has made that request at a particular time, so the word ‘‘the'' cannot be used.
    Alhaji I.A.B. Fuseini 2:51 p.m.
    Mr Speaker, I pray that the Hon Minister for Roads and Highways would advert his mind to the section which says that;
    “Where a former member…”
    There is an indefinite article and immediately it is used, the next time the same person is referred to, it becomes a definite person because a specific person would be referred to - so it changes from “a” to “the”. Also, because of the time lapse of one year, “that former member” in the last line is also appropriate. That is why it reads:
    “Where a former member wishes for shares to be reinstated pursuant to subsection (5) of section 220, the former member shall give written notice to the company within twenty-eight days after the one year period requiring the repurchase of the shares by that former member”.
    Mr Speaker, it is about one and the same person that is why the first “that” has been deleted and substituted with “the” and because we also talked about “a former member”, the word “former” should precede the word “member” in the last line in that clause.
    Mr Ahiafor 2:51 p.m.
    Mr Speaker, I would want to make a consequential amendment to line 1 of clause 226.
    In clause 221, the word “requires” was used instead of the word “wishes”, so for the sake of consistency if same could be done in clause 226.
    Mr First Deputy Speaker 2:51 p.m.
    It cannot be because the person does not have shares. The person's shares have been sold and he or she wishes to get it back. The person has no authority to require anybody to do anything because he or she is a former member.
    Hon Member, do you get the difference?
    Mr Ahiafor 2:51 p.m.
    Yes, Mr Speaker.
    Mr Chireh 2:51 p.m.
    Mr Speaker, I support the submission made by the Hon Minister for Roads and Highways because in drafting ‘‘a'' and “that'' are consistent -- they mean the same person. He is right in a way, but since there is a new school of draftspersons, everything has been changed. Otherwise, once ‘‘a former member'' has been mentioned, it is the same as ‘‘that former member''.
    Why do they further say the same thing as “that former member''? The Hon Minister for Roads and Highways is not wrong and that is what the draftspersons agreed with. If it is their style, they should say so.
    Mr First Deputy Speaker 2:51 p.m.
    Hon Chairman of the Committee, the Hon Minister for Roads and Highways has drawn your attention to the difference between “the” and “that”.
    Mr Banda 2:51 p.m.
    Mr Speaker, within this context, the same person is referred to. The first provision does not refer to any specific person and that is why the indefinite article ‘‘a'' is used.
    In the subsequent mention of the “former member”, because in the preceding provision an indefinite article has been used, we cannot use an indefinite article any longer, but a definite article in order to make it specifically clear that we want to refer to the person in the preceding provision.
    In the last paragraph, we did not want to repeat the words “the” and “that”. The drafting style is that once the indefinite article has been used, the subsequent mention of the “former person” should be preceded by the demonstrative pronoun which is “that”.
    Mr Speaker, the Hon Minister for Roads and Highways may be correct grammatically, but this is a style we have adopted and we should stick to it.
    Mr First Deputy Speaker 2:51 p.m.
    So, Hon Yieleh Chireh was right. It is about the new style of the leaders of the Committee. [Laughter.]
    Mr Kyei-Mensah-Bonsu 3:01 p.m.
    Mr Speaker, indeed, that is not even the new style but that is what we have always done.
    First is the use of the indefinite article “a”, followed by the definite article “the”, and if there is a third usage, it is “that”. That has been what we have always done. Even though, we are referring to the same person.
    Mr Speaker, in daily expression, the Hon Minister would not be wrong — “this person” or “that person”. But consistently, that is what we have done. It is “a”, “the” and “that”. That is what we have been using in referring to the same person in some section.
    Question put and amendment agreed to.
    Mr First Deputy Speaker 3:01 p.m.
    Hon Members, item numbered (xx).
    Mr Banda 3:01 p.m.
    Mr Speaker, I beg to move, subclause (1), line 2, delete “that” and insert “the” and in line 4, before “member” insert “former”.
    Mr Speaker, the new rendition would read 3:01 p.m.
    “(3) Within seven days after receipt of a notice under subsection (2), the former member shall make payment for the shares at the purchase price of the shares at the time that former member received payment for those shares.”
    Mr Speaker, we think that the insertion of the word “concerned” does not add anything. It is superfluous.
    Mr Amoako-Attah 3:01 p.m.
    Mr Speaker, the subclause (3) reads, and I beg to quote:
    “(3) Within seven days after receipt of a notice under subsection (2), the former member concerned shall make payment for the shares at the purchase price of the shares at the time that former member received payment for those shares.”
    Mr Speaker, a company is always made up of members. Once a person purchases shares of a company, the person becomes a part owner of the company and the person is a member of the company. There are always new entrants whiles others exit by way of giving up or selling their shares, then the person ceases to be a member.
    So if one goes through any company's register of members, there are always new entrants; so long as that company floats shares, others might have exited. There are always former members and a former member is not limited to one person.
    At times, it is a question of emphasis, and reference is made to a particular person. Here, the word “concerned” refers to a particular person at a particular time, so we have “the former member concerned”. If we make it “the former member”, then we would have generalised it. Does it refer to all former members or which particular former member are we referring to? But we have “former member concerned”,
    because we are considering a particular issue at a particular time, and that particular former member -- so we reference “the former member concerned” or “that member”.
    There must always be the emphasis. By mere elimination of the word “concerned”, we would have generalised it, which would not refer to any particular person. In legislation, we must be specific.
    Mr Ahiafor 3:01 p.m.
    Mr Speaker, without the use of the word “concerned”, we are referring to the former member under reference. We are saying “the former member”, so it could not be any other former member apart from the former member being referred to in the provision. And that is why we said, “the former member”. So it can only be the former member under reference.
    Mr First Deputy Speaker 3:01 p.m.
    It takes its character from clause
    226(1).
    Mr Ahiafor 3:01 p.m.
    Mr Speaker, yes. Clause 226(1) says, and I beg to quote:
    “(1) Where a former member wishes for shares to be reinstated pursuant to subsection (5) of section 220, that former member shall give written notice to the company within twenty-eight days after the one year period requiring the repurchase of the shares by that member.”
    Mr Kyei-Mensah-Bonsu 3:01 p.m.
    Mr Speaker, clause 226(3) takes a cue from clause 226(2), and there we have introduced the concerned “former member”. This is “the former member concerned”.
    The “former member concerned” only places emphasis on a particular former member. Here is a case that we can begin by saying, “that former member”. We want to really avoid the agitations of concerned citizens.
    We are deleting the word “concerned”, but I think this is the case we can use, “that former member” because it takes its cue from clause 226(2).
    Mr Speaker, clause 226(2) provides and I beg to read 3:01 p.m.
    “(2) On the receipt of the notice, the Board shall within seven days notify the former member in writing if it agrees to the purchase and indicate a specific date for payment of the price of the shares.
    (3) Within seven days after receipt of a notice under subsection (2), that former member shall make payment for the shares at the purchase price of the shares at the time the
    member received payment for those shares.”
    Mr Speaker, so this is the case where we can use “that” in the two instances because we want to emphasise the particular former member.
    Alhaji I.A.B. Fuseini 3:01 p.m.
    Mr Speaker, just within 45 minutes, he is departing from his own rule. The first-time usage, indefinite article; the second time, definite article; and the third time in the same provision, “that”. That rule applies here, because we have identified “the former member” already in subclause (2) and we are bringing it in a substantive provision in subclause (3); we would still have to identify him as the former member. And that is why by your rule, the third line, which was also, “the” now changes to “that”.
    Mr First Deputy Speaker 3:01 p.m.
    Do you mean the Hon Majority Leader ruled on any matter here?
    Alhaji I.A.B. Fuseini 3:01 p.m.
    Mr Speaker, no.
    Mr First Deputy Speaker 3:01 p.m.
    The Speakership jealously guards its power to rule. [Laughter.]
    Alhaji I.A.B. Fuseini 3:01 p.m.
    Mr Speaker, in principle, and prior to the principle of drafting -- It is the Nelly Principle — Sitting by Nelly, even though he has not done drafting, he has acquired a drafting experience, that when you sit by him, you learn a lot just by experience. And I am saying, yes, that principle should apply here.
    Mr Kyei-Mensah-Bonsu 3:11 p.m.
    Mr Speaker, when you must lean on the Minister for Roads and Highways, you must sometimes support him. I abandon my principles to support him; but I have come home. [Laughter.]
    Mr Speaker, indeed, that is how it should be. The first one should be, “the former member” and the second one, in line 3, should read, “that former member”. I wanted to empathise with him and that was why I abandoned my course.
    Question put and amendment agreed to.
    Mr Bernard Ahiafor 3:11 p.m.
    Mr Speaker, before we move to a new item, I would want us to go back to clause 226 (2).
    I beg to move, clause 226 (2), line 2, after “if” delete “it” and substitute it with, “the Board”. The new rendition would read:
    “On the receipt of the notice, the Board shall within seven days notify the former member in writing if the Board agrees to the purchase and indicates a specific date for payment of the price of the shares.”
    Mr Speaker, it is very clear and elegant this way.
    Mr First Deputy Speaker 3:11 p.m.
    Yes, Hon Chairman of the Committee, he
    wants to propose an amendment to your Bill.
    Mr Banda 3:11 p.m.
    Mr Speaker, I agree that it makes it clearer.
    Question put and amendment agreed to.
    Mr Banda 3:11 p.m.
    Mr Speaker, I beg to move, clause 226 subclause (4), line 1, before “member” insert “former”.
    Mr Speaker, this is a consequential amendment. It would read 3:11 p.m.
    “The former member who applies to the company for reinstatement…”
    Question put and amendment agreed to.
    Mr Banda 3:11 p.m.
    Mr Speaker, I beg to move, clause 226 subclause (5), opening phrase, line 1, before “member” insert “former” and in paragraph (a), line 1, delete “the” and insert “that former” and further in paragraph (b), line 2, before “member” insert “former”.
    Mr Speaker, it would read 3:11 p.m.
    “When payment for the shares is made by the former member under subsection (3), the company shall
    (a) forthwith deliver to that member an executed instrument of transfer of the shares together with any relevant share certificate; or
    Mr Shaibu Mahama 3:11 p.m.
    Mr Speaker, I support the amendment, save to do a further amendment on the same clause 226 (5). I beg to read from clause 5;
    “When payment for the shares is made by the former member under subsection (3), the company shall
    (a)forthwith deliver to that member an executed instrument of transfer of the shares together with any relevant share certificate; or
    (b)take the necessary steps required to transfer the shares to that member.”
    Mr Speaker, I seek to delete “otherwise” in clause 226 (5) (b) because that word “or” seem to serve the same purpose.
    Mr First Deputy Speaker 3:11 p.m.
    Hon Member, you have not told us why “otherwise” should be deleted.
    Mr Shaibu Mahama 3:11 p.m.
    Mr Speaker, the words “or” and “otherwise” in the context that they are used are the same.
    Mr Kyei-Mensah-Bonsu 3:11 p.m.
    Mr Speaker, I agree with him that we do not need “otherwise” to begin clause 226 (5) (b). “Otherwise” in the
    context just means, “else”; “or else” - So, it is superfluous and could be taken out.
    Question put and amendment agreed to.
    Clause 226 as amended ordered to stand part of the Bill.
    Mr Kyei-Mensah-Bonsu 3:11 p.m.
    Mr Speaker, may I apply to you for us to have a suspension and resume later.
    Mr First Deputy Speaker 3:11 p.m.
    Yes, I have approved your application for suspension -- [Laughter.]
    Mr Kyei-Mensah-Bonsu 3:11 p.m.
    Mr Speaker, so, I move that we suspend Sitting for 45 minutes and come back at 4:00 p.m.
    Mr First Deputy Speaker 3:11 p.m.
    Hon Members, let us come back at 4:30 p.m. prompt. Either, the Hon Second Deputy Speaker would take the Seat when we resume, if he is available; or if he is not, I would come back.
    Hon Members, the House is accordingly suspended until 4:30 p.m. prompt.
    3:19 p.m. -- Sitting suspended
    4.57 p.m. -- Sitting resumed
    Mr First Deputy Speaker 3:11 p.m.
    Welcome back from the break.
    We had just finished with clause 226 and we will continue with clause
    227.
    Clauses 227 and 228 ordered to stand part of the Bill.
    Mr First Deputy Speaker 3:11 p.m.
    Yes, Hon Majority Leader?
    Mr Kyei-Mensah-Bonsu 3:11 p.m.
    Mr Speaker, this is just a minor matter relating to the appointment of inspectors. Clause 229(1) says:
    “The Court may order the Registrar to appoint one or more competent inspectors to investigate the affairs of a company …”
    Mr Speaker, do we need that qualification? I thought that we would say that, “The Court may order the Registrar to appoint one or more inspectors…”. Otherwise, we may have to define what we mean by a “competent inspector”.
    Mr Alexander K. Abban 3:11 p.m.
    Mr Speaker, I beg to differ with the Hon Majority Leader. This is a specialised area and we must make sure that we get people who have the expertise to conduct this investigation. So, I do not think that the use of the word “competent”, would create any confusion.
    Mr First Deputy Speaker 3:11 p.m.
    Hon Chairman, since you are applying to the court, if the issue of competence of the appointed person becomes contentious, what are the patents for that? The danger or likelihood that, that may lead to long litigation to determine whether the person or
    inspector appointed is competent with satisfaction of the law is possible.
    Mr Banda 3:11 p.m.
    Mr Speaker, I think that when the law requires a person to do an Act, the person is expected to do it efficiently. So, in this particular context, even with the deletion of the word “competent”, the Registrar will be expected to appoint an inspector who is “competent”.
    Mr Speaker, so, I think that even if “competent” is not used, it is implied. More especially, when you examine the provisions dealing with appointment of liquidators, it does not qualify the appointment with the word, “competent” but it is implied that in appointing a liquidator or an insolvency practitioner, a competent liquidator must be appointed.
    Therefore, I do not have any fixation to use the word of the Hon Majority Leader about the presence or absence of the word “competent”. If we delete it, it is implied that competent inspectors will be appointed anyway.
    Mr Speaker, so, what I am saying is that we can delete it and it will still make the same meaning. We can delete it so that “appointment of inspectors” would mean “appointment of competent inspectors.”
    Alhaji I.A.B. Fuseini 3:11 p.m.
    Mr Speaker, the Hon Majority Leader is right. There is a presumption in law that whoever is appointed by the court as an inspector will be a competent
    Mr Kyei-Mensah-Bonsu 3:11 p.m.
    Mr Speaker, I think that the Hon Chairman and Ranking Member have really summed up the intent. We are giving discretionary power to the Registrar but the Constitution rather provides in article 296 that that discretionary power requires of him to be fair and candid in the selection of persons. If we go ahead to say that the person should be competent then we would also want to look for a person who is efficient because a person may be competent but not efficient.
    Question put and amendment agreed to.
    Clause 229 as amended ordered to stand part of the Bill.
    Clause 230 -- Appointment of Inspector on special resolution of the company.
    Mr First Deputy Speaker 3:11 p.m.
    Over here in clause 230, there is the provision of competent inspectors.n Conse- quentially, I order that “competent” in clause 230 regarding inspectors be deleted.
    Question put and amendment agreed to.
    Clause 230 as amended ordered to stand part of the Bill.
    Clause 231 -- Power to carry investigation into the affairs of associated companies
    Mr Banda 3:11 p.m.
    Mr Speaker, I beg to move, line 2, delete “thinks” and insert “considers”.
    So, it will read;
    “Where an inspector appointed under section 229 or section 230 to investigate the affairs of a company considers it necessary …'
    Mr Speaker, we think that “considers” is better than “thinks”, though the two may mean the same thing.
    Mr Amoako-Attah 5:07 p.m.
    Mr Speaker, I rather want to suggest a further amendment of using the word ‘finds' instead of either “thinks” or “considers”. Both words either suggest inconclusiveness, uncertainty or ambiguity.
    So, to replace “thinks” -- I believe that the word “considers” is almost of the same notion and category as “think”. Mr Speaker, because anything which borders on “finding” -- even if it is a commission of inquiry, we would say “findings of the commission”. This is more conclusive.
    Mr Speaker, so, I would want to suggest the word “finds” so that it would read 5:07 p.m.
    “Where an inspector appointed under section 229 or section 230 to investigate the affairs of a company finds it necessary …”
    This is more authoritative and certain than the word “thinks” or “considers”.
    Mr First Deputy Speaker 5:07 p.m.
    It is the same amendment that has been made by the Hon Chairman of the Committee but he suggested a different word.
    Mr Chireh 5:07 p.m.
    Mr Speaker, I support the amendment by the Hon Chairman because “considers” means that several things have been taken into account. But as for findings, people could ask for what was found. In fact, with the word “thinks” -- a company thinking means the people in there are thinking, but “considers” means what is implied.
    When it has been considered it means several issues have been discussed and a conclusion has been arrived that it is necessary. Mr Speaker, so, we should support the amendment by the Hon Chairman.
    Mr Amoako-Atta 5:07 p.m.
    Mr Speaker, the Hon Majority Leader has drawn my attention to something and I also find it appropriate. It still borders on the word “thinks”. Mr Speaker, with your permission I would read from the fourth line of clause 231:
    “… and shall report on the affairs of the other body corporate so far as the inspector finds the results of the investigation”.
    Mr Speaker, so what was bothering my mind was that I thought that the word “finds” would be more appropriate. I think that it would fit into this second “thinks” more than the first one and so I would yield to the proposed amendment by the Hon Chairman. I would suggest that we rather use the word “finds” here.
    Mr Speaker, thank you.
    Mr First Deputy Speaker 5:07 p.m.
    Very well.
    Hon Chairman, the proposal is that in the last but two lines, substitute “thinks” with “finds” but the earlier “considers” is agreed to. What do you think about this proposed amendment?
    Mr Banda 5:07 p.m.
    Mr Speaker, I perfectly agree with him on that point. In advance, I would seek your leave to abandon our proposed amendment under clause 232 (4) because under the provision that we are seeking to amend, we are substituting “thinks” with “considers” but it has been proposed that we should rather replace it with “finds”.
    Mr First Deputy Speaker 5:07 p.m.
    Hon Chairman, we have not gotten there yet. We are still on clause 231.
    Mr Banda 5:07 p.m.
    Mr Speaker, I agree.
    Question put and amendment agreed to.
    Clause 231 as amended ordered to stand part of the Bill.
    Mr Banda 5:07 p.m.
    Mr Speaker, I beg to move, clause 232 -- subclause (4), line 1, delete “thinks” and insert “considers”.
    So, it would read:
    “where an inspector considers it necessary for the purposes of the investigation that a person whom the inspector does not have the power to examine on oath should be so examined, the inspector may apply to the court and the court may order that person to attend and be examined on oath before it on a matter relevant to the investigation.”
    Mr First Deputy Speaker 5:07 p.m.
    Hon Members, I would put the Question.
    Question put and amendment agreed to.
    Clause 232 as amended ordered to stand part of the Bill.
    Clause 233 -- Inspectors' report.
    Mr Kyei-Mensah-Bonsu 5:07 p.m.
    Mr Speaker, again, the same predicament in the use of the possessive pronoun in the headnote; “Inspectors' report.” It should read “Report of inspectors”.
    Also, in the body there are similar constructions; for instance, (3) reads “the Registrar may cause a report to
    be printed and published, and shall, unless in the Registrar's opinion …”
    Mr Speaker, so, let it reflect consequentially.
    Mr First Deputy Speaker 5:07 p.m.
    Very well.
    I direct that all places where “Inspectors' report” is used, it should be changed to “Report of inspectors”.
    Mr Kyei-Mensah-Bonsu 5:07 p.m.
    Mr Speaker, as I said, the use of the possessive pronoun -- inclusive of “Registrar's opinion”. So, unless contextually it becomes relevant, we may have to do serious re-engineering in several parts of the Bill.
    Mr First Deputy Speaker 5:07 p.m.
    Hon Ahiafor.
    Mr Ahiafor 5:07 p.m.
    Mr Speaker, the last line under clause 232 (4), I beg to propose that after “before” delete “it”, and insert “the court”. It should also be consequential that wherever there is “it”, the main object should be inserted.
    Mr First Deputy Speaker 5:07 p.m.
    Hon Chairman, what is your view on the proposed amendment.
    Mr Banda 5:07 p.m.
    Mr Speaker, I think that it is in line with what we have been doing so far and so I have no objection.
    Mr First Deputy Speaker 5:07 p.m.
    Very well.
    I direct that the draftsperson should delete “it” in the last line and replace with “the court”.
    Hon Members, we are on clause 233 and subject to the orders made for the consequential corrections to be made, I would put the Question.
    Clauses 233 and 234 ordered to stand part of the Bill.
    Clause 235 -- Expenses of investigations
    Mr Banda 5:17 p.m.
    Mr Speaker, I beg to move, clause 235 -- subclause (1), opening phrase, line 5, delete “that is to say,”
    Mr Speaker, reading from the fourth line, it would be;
    “…but the following persons are, to the extent mentioned, liable to repay the Registrar.”
    Mr Speaker, we seek to delete the phrase; “that is to say.” This is because the phrase does not add anything to it. It rather lengthens the provision.
    Mr First Deputy Speaker 5:17 p.m.
    Very well.
    Hon Chairman, what about the punctuation there? Should it be a comma?
    Mr Banda 5:17 p.m.
    Mr Speaker, it should be a comma. After the word “Registrar”, there should be a comma.
    Mr First Deputy Speaker 5:17 p.m.
    Should it be a colon or semi-colon?
    Mr Banda 5:17 p.m.
    Mr Speaker, it should be the semi-colon.
    rose
    Mr First Deputy Speaker 5:17 p.m.
    Yes, Hon Member for Okaikwei Central?
    Mr Boamah 5:17 p.m.
    Mr Speaker, thank you very much.
    Mr Speaker, I am looking at the headnote of clause 235, whether it should be captured as “Investigative expenses” or “Expenses of investigations”.
    I would want the Hon Chairman of the Committee to re-look at the head note for it to be rather captured as “investigative expenses.” It is captured as “Expenses of investigations”, but I do not believe it is quite elegant, if I may put it that way.
    Mr Banda 5:17 p.m.
    Mr Speaker, I believe that the expression, “expenses of investigations”, is correct. It connotes the expenses that come out of investigations or the expenses that are incurred as a result of investigations.
    So, to put it in a different way as “investigative expenses” would connote something different. So, I would call upon my Hon Friend to abandon his proposed amendment, because the original caption is correct.
    Mr Kyei-Mensah-Bonsu 5:17 p.m.
    Mr Speaker, I just noticed something with respect to the clause 235 that we just
    Mr Banda 5:17 p.m.
    Mr Speaker, I beg to move, clause 236 -- subclause (1), line 4, delete “personally”.
    Mr Speaker, the new rendition would then read;
    “Where it appears to the Registrar that there is good reason to investigate the ownership of any shares in or debentures of a company, or where the directors of a company so request in writing, the Registrar may carry out the investigation or by written order appoint one or more inspectors to carry out the investigation in a manner provided by this section.”
    Mr Speaker, inserting the word “personally” would connote that the Registrar himself or herself should carry out the investigation, but we are not referring to the Registrar as a person. We are referring to the Office of the Registrar. So, the Registrar's Office is what is being referred to, not him as a person. That is why we seek to delete the word “personally”.
    Mr Speaker, I do not know whether I could propose another amendment while on my feet, otherwise, we may deal with this one and later, I would seek your leave to
    -- 5:17 p.m.
    Mr First Deputy Speaker 5:17 p.m.
    Is it in respect of the same clause?
    Mr Banda 5:17 p.m.
    Yes, Mr Speaker, it is in respect of the same clause.
    Mr First Deputy Speaker 5:17 p.m.
    Very well, then we may hear you.
    Mr Banda 5:17 p.m.
    Mr Speaker, I beg to move that we delete the word “good” in clause 236, line 1. It reads:
    “Where it appears to the Registrar that there is good reason to investigate…”
    Mr Speaker, the Registrar cannot investigate for a bad reason. He could only investigate or cause an investigation to be made based upon a good reason.
    So, I believe that the word “good” there would not add anything to the meaning. The Registrar could only investigate based on a good reason. So, inserting the word “good” to qualify the word “reason” rather makes it superfluous.
    Mr Speaker, I believe that if there is no sufficient reason, the Registrar would not investigate, so even if the word “good” is not added, it is implied, just like the rendition we did a few minutes ago, which was proposed by the Hon Leader. So, I believe that we should do away with the word “good”. That is my humble proposition.
    Mr Chireh 5:17 p.m.
    Mr Speaker, you asked him whether it is the same clause, but I prefer this to be done, subclause by subclause. So, the Question should be put on the first amendment that he made and we clear it before he moves to another subclause. Otherwise, at the end, somebody may have something to raise about it.
    However, once we have agreed on the previous one, we should put the Question on it.
    Mr First Deputy Speaker 5:27 p.m.
    Very well, on clause 236(1), line 4, delete “personally”.
    Mr Patrick Yaw Boamah 5:27 p.m.
    Mr Speaker, I am opposed to that application by the Hon Chairman. We would have to read the clause in its entirety says:
    “Where it appears to the Registrar that there is good reason to investigate the ownership of any shares in or debentures of a company, or where the directors of a company so request in writing, the Registrar may personally carry out the investigation or by written order appoint one or more inspectors to carry out the investigation in a manner provided by this section.”
    The Registrar in his or her capacity has the right to also carry out investigations. What would the deletion of “personally” do to this clause? The Registrar has the power to appoint one or more persons to carry out certain functions as provided.
    Mr Speaker, if the Hon Chairman asks us to delete “personally”, then what happens to the opening clause, “Where it appears to the Registrar”? I do not agree to that.
    Mr First Deputy Speaker 5:27 p.m.
    Hon Member, “Where it appears” is the reason for deciding whether to investigate.
    Mr Chireh 5:27 p.m.
    Mr Speaker, what he said, in terms of logic and grammar, may be right, but what we are considering is that the things should not be by the person because, otherwise, one Registrar would be burdened with all these things alone. We should not even allow that because it is impracticable.
    An Hon Member 5:27 p.m.
    He has thrown in the towel --
    Alhaji I.A.B. Fuseini 5:27 p.m.
    Mr Speaker, the Hon Member who spoke earlier has thrown in the towel, but in attempting to explain it, the Hon Member for Wa West is also wrong. What this means is that we are opening the gates for the Registrar to do it either by himself or appointment.
    Mr First Deputy Speaker 5:27 p.m.
    Hon Chairman, I believe you arrested the Question in respect of “personally” so, I will put the Question again.
    Question put and amendment agreed to.
    Mr First Deputy Speaker 5:27 p.m.
    Hon Chairman, you proposed that we remove “good” from “reason”.
    Mr Banda 5:27 p.m.
    Mr Speaker, what I said was that the word “good” appearing in clause 236(1), line 1 does not add anything; it is rather superfluous. This is because once the Registrar has been given the mandate to investigate, he impliedly can only investigate when there is a good or sufficient reason.
    Mr Speaker, let me quote the Hon Majority Leader. This is a discretion that has been given to the Registrar, so it is presumed under the Constitution that the Registrar would not carry out his or her work capriciously or whimsically.
    To the best of the Registrar's ability, he will carry out or will exercise his or her discretion under the purview of the relevant provision of the Constitution.
    In a nutshell, the word “good” will therefore imply that there are bad and good reasons. In my view, it would be repugnant to reason for the Registrar to carry out an investigation for a bad reason.
    The Registrar can only carry out an investigation or cause an investigation to be conducted for a sufficient or good reason.
    Mr Speaker, I respectfully propose the deletion of “good” because it is superfluous; it does not add anything. We have so many examples to cite. The Hon Majority Leader has intervened on a number of occasions and given us so many examples in the nature of this and the Hon Ranking Member has done same.
    Mr First Deputy Speaker 5:27 p.m.
    Will the draftspersons who have had training in draftsmanship recently - adjectives are admissible. In this case, “good” is an adjective. Is that not it?
    Some Hon Members 5:27 p.m.
    Yes.
    Mr First Deputy Speaker 5:27 p.m.
    What may look good for you may appear horrible for me and that is why we avoid the danger, unless you are defining what you mean by “good reason”.
    Alhaji I.A.B. Fuseini 5:27 p.m.
    Mr Speaker, I agree with your thinking, except that in this particular case, it is just like saying “if there is good cause”; “for good cause” or “sufficient cause” to show that where a discretion is vested in a person, an extra responsibility is imposed on that person in terms of article 296.
    The only way you can challenge that discretion is to show that the Registrar had no sufficient or good cause to do what he has done. That would be capricious.
    Mr Speaker, when we just say “good” or “reason” without qualifying it, we give the Registrar the opportunity to use his subjective assessment. So, we must qualify “good” in terms of article 296. That
    is why I said I agreed with the Hon Majority Leader.
    If there is sufficient reason for the Registrar to intervene, that sufficient reason can only be consistent with article 296 because it is a discretionary power. But if you just take it and leave that thing --
    Mr First Deputy Speaker 5:27 p.m.
    What about if there is “reason”, would that not be interpreted in accordance with the same article 296?
    Alhaji I.A.B. Fuseini 5:27 p.m.
    Mr Speaker, it would; but why would you remove the responsibility imposed on the Registrar? It is a responsibility and it is onerous.
    Mr Chireh 5:27 p.m.
    Mr Speaker, if the Hon Chairman wants to replace “good” with “sufficient”, I would support him, but to delete “good” and leave it as “reason” -- “reason” is still subjective, but the alternative he has given as opposed to “bad” is not the reason.
    In fact, it is a term of art that the courts use - “sufficient reason or good cause”. The point about it is to make sure that there is no malice in what we are doing. So, as opposed to this, this is how it would be.
    Mr Speaker, if he wants to substitute “sufficient”, that is fine. That is a degree; but for “good cause”, it is something that he should not talk about removing “good”. If he removes it, the reason would still be subject to the person making the decision.
    Mr Kyei-Mensah-Bonsu 5:37 a.m.
    Mr Speaker, as the Hon Ranking Member and indeed the Hon Member for Wa West have indicated, in this context, “good” is not as opposed to “bad”.
    In this context, the usage of “good reason” is a term of art. We would otherwise say “sufficient cause” or “reasonable cause”. It is a term of art, so if we say one must have sufficient cause, we are not saying that, in relative terms, there is cause but it is insufficient.
    It is a term of art, so I think the Hon Chairman should appreciate - I think we could rather say “sufficient cause” or “reasonable cause” in place of “good reason”. But the value is about the same, except that we want to be much more contemporaneous, and in that regard, I would rather opt for the use of “sufficient cause” or “reasonable cause”.
    Mr First Deputy Speaker 5:37 a.m.
    Hon Chairman, it is your amendment, what do you propose?
    Mr Banda 5:37 a.m.
    Mr Speaker, I am more comfortable with “reasonable cause”, that is a language which is commonly used. So, instead of “good
    reason”, we can use “reasonable cause to investigate”. That is better.
    Question put and amendment agreed to.
    Mr First Deputy Speaker 5:37 a.m.
    Item numbered 6 (xxvii)?
    Mr Banda 5:37 a.m.
    Mr Speaker, I beg to move, clause 236 subclause (2), closing phrase, line 1, delete “an”.
    The new rendition would read:
    “…to give the Registrar or inspector information which that person has or can reasonably be expected to obtain…”
    Mr Speaker, this is straight forward.
    Question put and amendment agreed to.
    Mr Banda 5:37 a.m.
    Mr Speaker, I beg to move, clause 236 subclause (4), line 3, delete “in a material particular”.
    The new rendition would read:
    “A person who fails to give information required of that person under this section, or who in giving that information makes a statement which is false, commits an offence…”
    Mr Speaker, we do not want to saddle ourselves with the interpretational issue of “in a material particular”. So, once the offence has been committed, whether it is in a material particular or not, it is an offence and that is the reason.
    Question put and amendment agreed to.
    Mr Kyei-Mensah-Bonsu 5:37 a.m.
    Mr Speaker, just to oppose the Chair, the headnote says:
    “Request for information as to persons interested in shares or debentures”.
    Thus far, we have been dealing with requests for information on persons interested in shares or debentures. So it should read:
    “Request for information on persons interested in shares or debentures”.
    Question put and amendment agreed to.
    Clause 236 as amended ordered to stand part of the Bill.
    Clause 237 -- Saving for legal practitioners and bankers
    Mr First Deputy Speaker 5:37 a.m.
    Item numbered 6 (xxix), Chairman of the Committee?
    Mr Banda 5:37 a.m.
    Mr Speaker, I beg to move, clause 237, headnote, delete “Saving for” and insert “Exemption from disclosure by”.
    The new rendition would read:
    “Exemption from disclosure by legal practitioners and bankers”.
    In this particular context, we are talking about privileged communication between legal practitioners and their clients as well as bankers and their customers.
    Question put and amendment agreed to.
    Clause 237 as amended ordered to stand part of the Bill.
    Clause 238 -- Arrangement and merger by sale of undertaking
    Mr Banda 5:37 a.m.
    Mr Speaker, I beg to move, clause 238, sectional note above clause 238, delete and insert “Arrangements, Compromises, Mergers, and Divisions”.
    The original rendition in the Bill has “Arrangements and Mergers” but we seek to add “Compromises and Divisions” which are also other ways of changing the character of a company. We think these two schemes are also relevant.
    Question put and amendment agreed to.
    Mr First Deputy Speaker 5:37 a.m.
    Item numbered 6 (xxxi), Chairman of the Committee?
    Mr Banda 5:47 p.m.
    Mr Speaker, I beg to move, clause 238, headnote, delete “and” and insert “or”.
    So, the new rendition would be:
    Mr Banda 5:47 p.m.
    Mr Speaker, I beg to move, clause 238 subclause (1), opening phrase, delete and insert the following:
    “Despite any other provisions on arrangements or mergers in this Act, a company may, with a view to effecting an arrangement or merger, resolve by special resolution”.
    Mr Speaker, we have added ‘‘despite any other provisions'' just to sound a caveat that other provisions may exist in the Bill with respect to arrangements or mergers but the following could also apply.
    Question put and amendment agreed to.
    Mr Banda 5:47 p.m.
    Mr Speaker, I beg to move, clause 238 subclause (1), paragraph (b), subparagraph (i), line 3, delete “section” and insert “Part”.
    The new rendition would be:
    “that the liquidator be authorised,
    (i) to sell the whole or part of its undertaking or assets to another body corporate, whether a company within the meaning of this Act or not, in this Part…''
    Mr Speaker, “this Part'', refers to “Part T'' which is captured under the sectional note of the clause.
    Question put and amendment agreed to.
    Mr Banda 5:47 p.m.
    Mr Speaker, I beg to move, clause 238, subclause (1), paragraph (b), subparagraph (ii), line 2, delete “shareholders” and insert “members”.
    The new rendition would be:
    “(i) to distribute those shares, debentures or other like interests in specie among the members…''
    Question put and amendment agreed to.
    Mr Kyei-Mensah-Bonsu 5:47 p.m.
    Mr Speaker, I have said that I do not believe in the arrangement of lifting “that'' up in the preambular. But because of what has been done already and for the purposes of maintaining consistency, I would propose that for subclauses 1(a) and (b), (2) and (3)(h), we lift the “that'' and bring it to the preambular.
    Even though in principle I disagree with what we have done, it is just so that they would have their consistency.
    Mr First Deputy Speaker 5:47 p.m.
    Hon Chairman of the Committee, what is your view on the proposal?
    Mr Banda 5:47 p.m.
    Mr Speaker, I have no objection because that has been our style.
    Question put and amendment agreed to.
    Mr Banda 5:47 p.m.
    Mr Speaker, what is good for the goose is good for the gander.
    I beg to move, under subclause (3), there is the use of the word ‘'if'', so it could also be transferred.
    Question put and amendment agreed to
    Mr Banda 5:47 p.m.
    Mr Speaker, we have agreed to use “country'' instead of “Republic''.
    I beg to move, in the fifth line of subclause 4, “Republic'' should be replaced with “country''.
    The new rendition would be:
    “….the Institute of Chartered Accountants in the country in accordance with the Alternative Dispute Resolution Act, 2010 (Act 798)''.
    Question put and amendment agreed to
    Mr Kyei-Mensah-Bonsu 5:47 p.m.
    Mr Speaker, to continue with the principle of the Hon Chairman of the Committee, even though I disagree with him, would he consider lifting it up “to'' in subsection 9(a) and (b) for purposes of consistency?
    Mr First Deputy Speaker 5:47 p.m.
    Hon Chairman of the Committee, what is your position?
    Mr Banda 5:47 p.m.
    Mr Speaker, that would not jeopardise the substance of it; it would make it consistent with what we have done so far.
    Question put and amendment agreed to.
    Clause 238 as amended ordered to stand part of the Bill.
    Clause 239 -- Arrangement or merger with Court approval
    Mr Banda 5:57 p.m.
    Mr Speaker, I beg to move, clause 239, head note, delete “merger” and insert “compromise”.
    Mr Speaker, the new rendition would now read, “Arrangement or compromise with court approval.”
    Question put and amendment agreed to.
    Mr First Deputy Speaker 5:57 p.m.
    Hon Members, item numbered (xxxvi).
    Mr Banda 5:57 p.m.
    Mr Speaker, I beg to move, clause 239, subclause (1), delete and insert the following:
    “(1) Where an arrangement or compromise is proposed between a company and its creditors, or any class of the creditors, or its members or any class of the members, the Court, on application of
    Mr First Deputy Speaker 5:57 p.m.
    Hon Members, item numbered (xxxvii)
    Mr Banda 5:57 p.m.
    Mr Speaker, I beg to move, clause 239 subclause (2), delete and insert the following:
    “Where a majority in number, representing seventy-five per cent in value, of each class of members concerned and a majority in number representing seventy-five per cent in value of each class of creditors concerned approve the arrangement or compromise, the approval shall be referred to the Registrar by the persons concerned.”
    Mr Speaker, it is a rewording of subclause (2), but the substance and the essence remain the same.
    Question put and amendment agreed to.
    Mr First Deputy Speaker 5:57 p.m.
    Hon Members, item numbered (xxxviii).
    Mr Banda 5:57 p.m.
    Mr Speaker, I beg to move, clause 239, subclause (3), line 3, delete “merger” and insert “compromise” and do same wherever “merger” appears in the clause, unless the context otherwise determines.
    Mr Speaker, the new rendition would now read 5:57 p.m.
    “(3)The Registrar shall recommend to the Court, the appointment of a reporter who shall be a qualified insolvency practitioner, to investigate the fairness of the arrangement or compromise.”
    Mr Speaker, the subheading deals with “arrangement or compromise”, but not arrangement or merger. That is the reason behind the deletion of “merger” and the substitution of same with “compromise”.
    Question put and amendment agreed to.
    Mr First Deputy Speaker 5:57 p.m.
    Hon Members, item numbered (xxxix).
    Mr Banda 5:57 p.m.
    Mr Speaker, I beg to move, clause 239, subclause (10), line 2, delete “an office” and insert “a certified true”.
    Mr Speaker, the new rendition would now read 5:57 p.m.
    “(10) An order made under subsection (5) of this section shall not have effect until a certified true copy of the order has been delivered to the Registrar who shall register the order and publish it in the Companies Bulletin.”
    Question put and amendment agreed to.
    Mr First Deputy Speaker 5:57 p.m.
    Hon Members, item numbered (xl).
    Mr Banda 5:57 p.m.
    Mr Speaker, I beg to move, clause 239, add the following new subclause:
    “Where it is shown to the Court that the arrangement or compromise involves the
    transfer of the whole or part of the undertaking or assets of a company to another company, the Court may
    (a)exercise its powers under section 241 or 263; or
    (b) order the transfer in accordance with this Part.”
    Question put and amendment agreed to.
    Mr First Deputy Speaker 5:57 p.m.
    Hon Members, I will now put the Question on the whole of clause 239 —
    Mr Kyei-Mensah-Bonsu 5:57 p.m.
    Mr Speaker, just for the consideration of the Committee, with reference to clause 239(2), which we deleted and inserted, it reads:
    “Where a majority in number, representing seventy-five per cent in value, of each class of members concerned and a majority in number representing seventy-five per cent in value of each class of creditors concerned approve the arrangement or compromise, the approval shall be referred to the Registrar by the persons concerned.”
    Mr Speaker, the majority, I guess, would represent not less than seventy- five per cent but not a fixated number of seventy five per cent. And so I thought we could further improve it to read; “Where a majority in number,

    representing not less than seventy-five per cent…” instead of just saying, “Where a majority in number, representing seventy-five per cent in value…” as if the seventy-five per cent is sacrosanct.
    Mr First Deputy Speaker 5:57 p.m.
    Or we can just insert “seventy-five per cent or more”.
    Mr Banda 5:57 p.m.
    Mr Speaker, either of the two propositions would carry the same sense and so —
    Mr First Deputy Speaker 5:57 p.m.
    Move one and let me put the Question.
    Mr Banda 5:57 p.m.
    Mr Speaker, I beg to further amend the proposed amendment to read:
    “Where a majority in number, representing not less than seventy-five per cent in value, of each class of members concerned and a majority in number representing seventy- five per cent in value of each class of creditors concerned approve the arrangement or compromise, the approval shall be referred to the Registrar by the persons concerned.”
    Mr First Deputy Speaker 5:57 p.m.
    Very well.
    Mr Banda 5:57 p.m.
    Mr Speaker, I believe there is a consequential amendment under the fourth line, which reads: “and a majority in number representing
    not less than seventy-five per cent in value of each class of creditors concerned approve the arrangement”.
    That is a consequential amendment.
    Question put and amendment agreed to.
    Alhaji I.A.B. Fuseini 6:07 p.m.
    Mr Speaker, the new addition, item numbered (xl), I thought that the legal expression is, “where it appears” instead of “where it is shown”. It would be shown to the court but it must appear to the court.
    I beg to move that the new clause be further amended by the deletion of “is shown” and insertion of “appears” to read;
    “Where it appears to the court that the arrangement or compromise involves the transfer of...”
    Mr First Deputy Speaker 6:07 p.m.
    So, what about, “Where the court is satisfied…”?
    Alhaji I.A.B. Fuseini 6:07 p.m.
    Mr Speaker, it should not be shown because the courts must be satisfied.
    Mr First Deputy Speaker 6:07 p.m.
    Yes, Hon Chairman of the Committee, what is your own view?
    Mr Banda 6:07 p.m.
    Mr Speaker, I would prefer, “Where the court is satisfied that the arrangement or compromise…”
    Question put and amendment agreed to.
    Mr Speaker, it would read 6:07 p.m.
    “The Court may prescribe the terms it deems fit as a condition of its confirmation including a condition that any member shall be given rights to require the company to purchase the shares of that member at a price fixed by the courts or to be determined in a manner provided in the order.”
    Mr First Deputy Speaker 6:07 p.m.
    Very well.
    Question put and amendment agreed to.
    Mr Bernard Ahiafor 6:07 p.m.
    Mr Speaker, I beg to move, clause 239 (11) delete “company's constitution” and substitute with “registered constitution of the company”.
    Mr Speaker, this is consequential.
    Alhaji I.A.B. Fuseini 6:07 p.m.
    Mr Speaker, just a reminder that I did not hear you say that “merger” which is to change to “compromise” would be affected
    consequentially. [Interruption] In this particular provision, “merger” has been deleted and “compromise” substituted.
    The item numbered (xxxviii), clause 239 had said that there should be a consequential amendment of “merger” to “compromise” wherever it appears in the clause but I did not hear you pronounce on that.
    Mr First Deputy Speaker 6:07 p.m.
    I do not remember making any such pronouncement. We just voted on the amendment.
    Alhaji I.A.B. Fuseini 6:07 p.m.
    Yes, you did not make that pronouncement, so I am inviting you to make it for the draftspersons to effect the changes.
    Mr First Deputy Speaker 6:07 p.m.
    Very well.
    But was it to apply to the entire clause 239?
    Mr Chireh 6:07 p.m.
    Mr Speaker, the issue was resolved by the Hon Chairman of the Committee when he proposed the amendment that once we change “merger” in the headnote to “compromise”, in this clause, anywhere, “merger” appears, it should be, “compromise”. That is what it should be. [Interruption.]
    He ruled on it.
    Mr First Deputy Speaker 6:07 p.m.
    Hon Members, I think the matter was resolved by the votes because the Motion included that where the context otherwise admits, that amendment should be effected. [Interruption.]
    Mr Bernard Ahiafor 6:07 p.m.
    That is so, Mr Speaker.
    Mr First Deputy Speaker 6:07 p.m.
    Kindly repeat it.
    Mr Bernard Ahiafor 6:07 p.m.
    Mr Speaker, I beg to move, clause 239 (11), line 2, delete “company's constitution” and substitute with, “registered constitution of the company”. This is consequential.
    Mr First Deputy Speaker 6:07 p.m.
    Very well.
    Question put and amendment agreed to.
    Clause 239 as amended ordered to stand part of the Bill.
    Clause 240 -- Powers of the Court for facilitating arrangements or mergers
    Mr Kyei-Mensah-Bonsu 6:07 p.m.
    Mr Speaker, clause 240 relates basically to clause 239 which is on arrangements or compromises. I think we neglected to attend to that.
    Indeed, it should read, and I beg to move, “Powers of the Court for
    facilitating arrangements or com- promises”. And to the extent that it relates to clause 239, wherever “merger” appears, just as we did in clause 239, it should read, “compromises”.
    Mr First Deputy Speaker 6:07 p.m.
    Very well.
    In that case, I can repeat the consequential order I made that in this clause, wherever “mergers” appear, it should be substituted with, “compromises”. I so direct.
    Clause 240 as amended ordered to stand part of the Bill.
    Clause 241 -- Information as to arrangements and mergers
    Mr Banda 6:17 p.m.
    Mr Speaker, sorry, I did not get clause 240 on time.
    There is another expression which I think should be amended in clause 240(1) line 2; “… and it is shown to the Court”.
    Mr Speaker, I beg to move for the deletion of “and it is shown to the Court” and the insertion of, “and if the Court is satisfied that” instead of, “if it is shown to the Court, the Court is satisfied that”.
    Mr First Deputy Speaker 6:17 p.m.
    Very well.
    Question put and amendment agreed to.
    Mr Banda 6:17 p.m.
    Mr Speaker, I think that under clause 240(3), line 2, the
    word “office” is a certified true copy of the order of the Court. This is because it reads:
    “Where an order is made under subsection (1), a company in relation to which the order is made shall deliver a certified true copy of the order to the Registrar for registration within twenty-eight days after the making of the order”
    Instead of “shall deliver an office copy”.
    Mr First Deputy Speaker 6:17 p.m.
    What is an office copy?
    Very well.
    Question put and amendment agreed to.
    Mr Banda 6:17 p.m.
    Mr Speaker, the same consequential amendment under clause 240(1), the last two lines which is “that is to say,” finds expression here and so, I move for the deletion of “that is to say,” and the insertion of a semicolon after “matters”.
    Mr First Deputy Speaker 6:17 p.m.
    We will leave the semicolon to the draftspersons.
    Question put and amended agreed to.
    Clause 240 as amended ordered to stand part of the Bill.
    Clause 241 -- Information as to arrangements and mergers
    Mr Banda 6:17 p.m.
    Mr Speaker, I beg to move, clause 241, transpose to end of new clauses on “Arrangements, Compromises, Mergers, and Divisions” and renumber.
    So clause 241 will come after Part ‘T' which deals with Arrangements, Compromises, Mergers, and Divisions.
    Mr First Deputy Speaker 6:17 p.m.
    I direct that the draftpersons, properly re-arrange the placement otherwise, there is no proposed amendment to clause 241. Is that right? Yes, the headnote is subject to the order I have already made.
    Alhaji I.A.B. Fuseini 6:17 p.m.
    Mr Speaker, in the headnote; “as to” be deleted and “own” substituted. So it will be ‘Information own, arrangements and mergers'
    Mr First Deputy Speaker 6:17 p.m.
    Very well.
    Mr Kyei-Mensah-Bonsu 6:17 p.m.
    Mr Speaker, clause 241 has to do with clauses 238 and 239 and together, they deal with Arrangements, Compromises, Mergers and Divisions.
    So clause 241, the headnote should read; “Information own, Arrangements, Compromises, Mergers and Divisions”. That is how it should be because it deals with the two.
    Mr First Deputy Speaker 6:17 p.m.
    Any more proposed amendments? Otherwise, I will put the Question. Yes, Hon Chireh?
    Mr First Deputy Speaker 6:17 p.m.
    That was in clause 240 but this is clause
    239.
    Mr Chireh 6:17 p.m.
    Mr Speaker, yes, this is because when we move away from clause 239, as he is suggesting, it means that it is still now possible to have “Mergers” in this category. So, it should not be throughout Part ‘T' because over there, we added “Compromises”, “Mergers” and “Divisions”.
    Alhaji I.A.B. Fuseini 6:17 p.m.
    Mr Speaker, what is happening is that this is general information on “Arrangements”, “Compromises” “Mergers” and “Divisions
    “'.
    Now, by the arrangement, it should come after Part ‘T' because when we read clause 241, one will understand what we mean by “Arrangements”, “Compromises”, “Mergers” and “Divisions” and that is why the Hon Chairman initially moved that we are moving this provision to come immediately after Part ‘T'.
    Question put amendment agreed to.
    Mr Banda 6:17 p.m.
    Mr Speaker, what it will therefore mean is that in the body of the provision itself, wherever “Arrangement” or “Merger”
    appears, we should include “Divisions” and “Compromises”.
    Mr First Deputy Speaker 6:17 p.m.
    Very well.
    I hereby direct that in the body of clause 241, wherever the words; “Arrangement” or “Merger” appears, we should insert “Compromises” and “Divisions”.
    Alhaji I.A.B. Fuseini 6:17 p.m.
    Mr Speaker, it appears that in clause 241(5), line 2, after “and”, we have “an officer”. It appears that we have deleted “an officer”. It reads:
    “Where a company defaults in complying with the requirement of this section, the company or every officer of the company that is in default n . . . ”.
    Mr Speaker, my initial amendment was that we had deleted “an officer” and Hon Chireh proposed that we substitute “an” with “every” to read “every officer”.
    Mr First Deputy Speaker 6:27 p.m.
    I am confused. Are we amending to delete or we are amending to add any officer?
    Alhaji I.A.B. Fuseini 6:27 p.m.
    Mr Speaker, we are deleting “an” and substitute “every”.
    Mr First Deputy Speaker 6:27 p.m.
    So it would become “the company and

    every officer of the company that is in default is liable to pay the Registrar, an administrative penalty ...”

    Question put and amendment agreed to.

    Clause 241 as amended ordered to stand part of the Bill.
    Mr First Deputy Speaker 6:27 p.m.
    I further direct that the draftspersons should reposition clause 241 at a place appropriate to its content.
    Clause 242 -- Acquiring shares of minority on acquisition of subsidiary company
    Mr Banda 6:27 p.m.
    Mr Speaker, I beg to move, clause 242, subclause (12), line 4, delete “on” and insert “in”.
    Mr Speaker, from the third line, it would read 6:27 p.m.
    “… sums of money and the shares so received shall be held by the transferor company in trust for the several persons entitled to the shares in respect of which the sums of money and shares were received.”
    Question put and amendment agreed to.
    Clause 242 as amended ordered to stand part of the Bill.
    Clause 243 -- Rights of minority on acquisition of subsidiary company.
    Mr Banda 6:27 p.m.
    Mr Speaker, there is no advertised amendment but there
    is a minor amendment that I would want to propose.
    Mr Speaker, I beg to move, in line (2) that the phrase “any of them” should be deleted and then we insert “of the shareholders”.
    It would mean the same thing but it is for the sake of elegance. So, it would read: “243(1) where as a result of an offer to the shareholders of a company or any of the shareholders, shares in that company are transferred
    …”
    Question put and amendment agreed to.
    Clause 243 as amended ordered to stand part of the Bill.
    Clause 244 -- Eligibility for appointment as receiver or manager
    Mr Banda 6:27 p.m.
    Mr Speaker, I beg to move, clause 244, add the following new subclauses:
    “(1) The Registrar may appoint a receiver or manager.
    (2) The Registrar shall, in appointing a receiver or a manager, take into account the following:
    (a) professional competence;
    (b) relevant experience in insolvency proceedings; and
    (c) ability to manage the case load and ensure quality and timely execution.”
    Mr Speaker, this has to do with the eligibility criteria of appointing a
    Mr Banda 6:27 p.m.
    Mr Speaker, I beg to move, clause 244, subclause (1), paragraph (b), line 2, delete “a person”.
    Mr Speaker, it would now read “a person found by a court of competent jurisdiction to be of unsound mind”. Mr Speaker, instead of to be “a person of unsound mind”.
    Question put and amendment agreed to.
    Mr Banda 6:27 p.m.
    Mr Speaker, I beg to move, clause 244 subclause (1), paragraph (c), before “Registrar” insert “office of the”.
    So, it would read “a body corporate other than the office of the Registrar”. So, a body corporate is disqualified from being appointed as a receiver or a manager but the Office of the Registrar is qualified by law.
    Question put and amendment agreed to.
    Mr Banda 6:37 a.m.
    Mr Speaker, I beg to move, clause 244 subclause (1), paragraph (d), line 5, at end, add “or”
    So, the “or” would come after “section” and from the fourth line of paragraph (d) it would read:
    “… undertaking of the company concerned has been given by the Court in accordance with that section”.
    Mr Speaker, but the semi colon (;) would stay.

    Question put and amendment agreed to.
    Mr Banda 6:37 a.m.
    Mr Speaker, I beg to move, clause 244 subclause (2), line 3, delete “expertise and skill” insert “expertise, skill, and experience”.
    Mr Speaker, subclause 2 would read 6:37 a.m.
    “A person is not eligible to be appointed or to act as a receiver or manager unless that person has in the opinion of the Registrar the requisite expertise, skill and experience to manage and administer a company in receivership.”
    Mr Speaker, we therefore seek to add the word “experience.”
    Mr Second Deputy Speaker 6:37 a.m.
    Yes, Hon Majority Leader? The look on your face - [Laughter]
    Mr Kyei-Mensah-Bonsu 6:37 a.m.
    Mr Speaker, I am just a bit worried about what obtains in paragraph (e).
    Mr Speaker, I would want to know the amendment that the Hon Chairman tried to effect. Is it on paragraph (e)? The Hon Chairman proposed an amendment to paragraph (e), and so we may look at it.
    Mr Speaker, clause 244, paragraph (e) says, and with your indulgence I read 6:37 a.m.
    “The following persons are not eligible to be appointed or to act as receivers or managers of a property or an undertaking of a company:
    (e) an undischarged bankrupt, unless that bankrupt has been granted leave to act as receiver or manager of the property or undertaking of the company concerned by the Court by which that person was adjudged bankrupt.”
    Mr Speaker, we are dealing basically with financials, and the person who is declared bankrupt has not been discharged, but we are saying that we should entrust further financial responsibility into his hands.
    I am not too sure that it is the appropriate thing to do. If the person has been discharged under any law, then that could be permissible, but that is to the extent that he remains bankrupt. We would still want to re- energise him by assigning him further responsibility that deals with financials; and I should believe that it could be dangerous.
    Mr Speaker, the Constitution, for instance, provides in article 94 that when it deals with eligibility, a person who is declared bankrupt under any law in force in Ghana and has not been discharged -- this even applies to us
    as Hon Members of Parliament, but this is a case where the person is going to be entrusted with the responsibility to deal basically with financial matters.
    The person himself is bankrupt and has not been discharged, yet we say that, regardless, we should entrust those responsibility to him. We are saying that this should be done, regardless of his status as a bankrupt person, and that is my worry.
    Alhaji I.A.B.Fuseini 6:37 a.m.
    Mr Speaker, we are not saying that this should be done regardless of the person's status as an undischarged bankrupt person. That is not what we are saying.
    We are actually saying that with regard to his position as an undischarged bankrupt person, if the court is satisfied that he can otherwise be appointed as a receiver and a manager for the company in which he was declared bankrupt, then he may be so appointed, and it is for a good reason. Even though the Hon Majority Leader has a point, this is for a good reason.
    Mr Speaker, the person would be a receiver and a manager of a company that has been declared bankrupt, or that has gone through some arrangements.
    Now, because he was there, he would have institutional memory of who the debtors and the creditors are, and might be able to manage the stock of the company, both credit and debit. So, that is the reason. But I could see that the Hon Majority
    Mr Chireh 6:37 a.m.
    Mr Speaker, with what the Hon Majority Leader objects to, if it were somebody else who was given that assignment then it could have been a different matter. But in this case, it is the court, and as the Hon Ranking Member explained, it is only when the court has considered all these and still believes that the person has the kind of experience to be able to discharge this that it does so.
    Mr Speaker, however, the court in doing so would also have given conditions under which it would grant it. So long as it is a court that does so, it means that it would have considered so many other things, but if any other person appoints the same undischarged bankrupt person, it would not work.
    So, where we have the court deciding it, it means that it has considered everything and that is why it is there and has been qualified.
    Mr Second Deputy Speaker 6:37 a.m.
    Very well.
    Now, Hon Chairman of the Committee, where do you want to go from here after hearing all the arguments?
    Mr Banda 6:37 a.m.
    Mr Speaker, I believe that this is a tricky situation. I am trying to imagine how the court could grant leave to a person who has been found bankrupt and has not been discharged. It appears that this is a carryover from GAWA, and I could see a similar provision under paragraph (d).
    Mr Speaker, clause 244 (d) says that when a person has been convicted of an offense that involves dishonesty under section 177, the order remains in force unless leave to act as receiver or manager of the property or undertaking has been given by the court.
    Mr Speaker, we therefore realise that paragraph (d) and ( e) seems to talk about the same issue with respect to having been convicted of an offence and the court granting leave to the person to still act.
    Mr Speaker, I believe that, first of all, once it is for the determination of the court, the court would take a whole series of circumstances into consideration before it arrives at a conclusion whether to grant the leave or not. To that extent, I believe that there is no danger to that provision at all.
    Mr Speaker, on the other hand, we may also decide that once a person is bankrupt, he is bankrupt, and so we should not give the court any
    discretion to consider whether in spite of the person's position as a bankrupt person, it may grant leave to him to act as a receiver or not.
    These are two tricky positions that this House may consider. If we would want to apply the strict provision as it finds expression in the Constitution, then it means that we should not give the court the discretion to decide on the bases of the prevailing circumstances to grant leave or not. It is for this House to decide.
    Mr Speaker, to be on a safer side and to bring it in line with the dictates of the Constitution, I believe that we could leave it as an undischarged bankrupt. Once a person is an undischarged bankrupt, the person is completely off and cannot act.
    This same provision applies to Hon Members of Parliament, and I believe that it applies to a number of other public offices. We can therefore delete that and say that once one is undischarged bankrupt, he is disqualified, unless probably this House thinks otherwise. Mr Speaker, this is my position on this.
    Mr First Deputy Speaker 6:47 p.m.
    Is there any good reason we would want an undischarged bankrupt or a person convicted of an offence involving dishonesty to be a receiver and manager? If there is no good reason, then I think we should not encourage that at all. We should just take it out of the Bill.
    Alhaji I.A.B. Fuseini 6:47 p.m.
    Mr Speaker, in order not to create confusion in the court and in the minds of people, we should just delete the qualifying phrase and just say, “an undischarged bankrupt” so that it remains a perpetual bar on any person who has been declared bankrupt to be appointed a receiver or manager, and not give the discretion to the court. We might also do same for paragraph (e).
    Mr First Deputy Speaker 6:47 p.m.
    We have just done with paragraph (d) -- an undischarged bankrupt. I am sorry, it is paragraph (e). Paragraph (d) is the person in respect of when an order has been made under section 177.
    Alhaji I.A.B. Fuseini 6:47 p.m.
    Yes, it says so. The order can only be described by the court, so if it is made, it is in force. So, we should not give the court the opportunity to vary the order. We should just leave it. If an order has been made under clause 177, a person cannot be appointed a manager and receiver.
    Mr Chireh 6:47 p.m.
    Mr Speaker, I tried to find out from the current Act whether under receivers, the same condition applies. They must have a reason. I wanted the Hon Chairman to relate this constitutional provision that he talked about to what the Constitution says about an undischarged person.
    For an undischarged bankrupt, there are qualifications or things you cannot do, but if a court -- I am saying that we always give the court that exceptional reason for -- People
    Mr First Deputy Speaker 6:47 p.m.
    If you refer to article 94(2) of the Constitution, part of it reads:
    “A person shall not be qualified to be a member of Parliament if he --
    (a) owes allegiance to a country other than Ghana: or
    (b) has been adjudged or otherwise declared-
    (i) bankrupt under any law in force in Ghana and has not been discharged; or
    (ii) to be of unsound mind or is detained as a criminal lunatic under any law in force in Ghana; or
    (c) has been convicted --
    (i) for high crime under this Constitution or high treason or treason or for an offence involving the security of the State, fraud, dishonesty or moral turpitude; or
    (ii) for any other offence punishable by death or by a sentence of not less than ten years; or”
    (iii) for an offence relating to, or connected with election under a law in force in Ghana at any time; or
    In all those, there is no qualification unless --
    Mr Kyei-Mensah-Bonsu 6:47 p.m.
    The qualification would be in article 94(5) part of which says:
    “A person shall not be taken to be disqualified to be a member of Parliament under paragraph (c) or (d) of clause (2) of this article if -- (a) ten years or more have
    passed since the end of the sentence or the date of the publication of the report of the commission or committee of inquiry; or”
    Mr Speaker, we could provide that reprieve, but to say that a person is declared bankrupt and then two weeks after, we have another Court perhaps, with the greatest respect, which the person might have influenced, declare that there is nothing against him or we are granting him reprieve even under that yoke to go
    and be a manager -- Mr Speaker, it would run counter to the principles that this Bill espouses.
    So I believe that for paragraph (d), we would leave it:
    “a person in respect of whom an order has been made under section 177, for as long as the order remains in force unless
    …”
    Then we come to paragraph (c), we leave it at “an undischarged bankrupt”. If we like, we can borrow from the Constitution and provide that caveat which says:
    “A person shall not be taken to be disqualified … unless ten years or more have passed since the end of the sentence.”
    Perhaps, we can provide that. Other than that, I do not see why. Maybe, an order is given, a ruling is made against a person and less than one year, the person goes and applies to a court and we have another Court - and for all you know, there is appeal and the order of that Court is also cancelled.
    There would be confusion. Mr Speaker, once the ruling is abscessed, it should be taken as such and if there should be any reprieve, we should borrow from the Constitution.
    Alhaji Fuseni 6:47 p.m.
    Mr Speaker, I have risen because I just realised that the Hon Majority Leader has made an amendment to the paragraph (d) that I initially moved and I support it. It is consistent with paragraph (e), but we should not grant a reprieve.
    An order has been made and it is still in force, a person is disqualified from being appointed as receiver and manager, he has been declared or adjudged a bankrupt and has not been discharged; he cannot be appointed.
    Mr First Deputy Speaker 6:47 p.m.
    Hon Chairman, the proposed amendment is to delete all the qualifications in paragraphs (d) and (e). Is that right?
    Mr Banda 6:47 p.m.
    Rightly so, Mr Speaker.
    Question put and amendment agreed to.
    Mr First Deputy Speaker 6:47 p.m.
    Is that the last amendment on clause 244?
    Mr Kyei-Mensah-Bonsu 6:47 p.m.
    There are two now - paragraphs (d) and (e).
    Mr First Deputy Speaker 6:47 p.m.
    I put the Question on paragraphs (d) and (e).
    Alhaji I.A.B. Fuseini 6:47 p.m.
    Mr Speaker, you did not put the Question on the amendment on subclause (2) where we inserted “expertise, skills and experience”.
    Mr First Deputy Speaker 6:47 p.m.
    Did I not put the Question in respect of those ones?
    Alhaji I.A.B. Fuseini 6:47 p.m.
    No, Mr Speaker.
    Question put and amendment agreed to.
    Clause 244 as amended ordered to stand part of the Bill.
    Clause 245 -- Power to appoint Official Trustee
    Mr First Deputy Speaker 6:47 p.m.
    Item numbered 6(xlviii) - Hon Chairman?
    Mr Banda 6:47 p.m.
    Mr Speaker, I beg to move, clause 245 subclause (1), lines 4 and 5, delete “or a statutory modification or re-enactment of that Act,”.
    Mr Speaker, this is a consequential amendment because the Interpretation Act will take care of it.
    Question put and amendment agreed to.
    Mr First Deputy Speaker 6:57 a.m.
    Unless there is any other amendment, I will put the Question on the entire clause.
    Clause 245 as amended ordered to stand part of the Bill.
    Clause 246 to 252 ordered to stand part of the Bill.
    Clause 253 -- Notification that receiver or manager has been appointed
    Mr Banda 6:57 a.m.
    Mr Speaker, I beg to move, clause 253 subclause (2), line 4, delete “fifty” and insert “five hundred” and in line 5, delete “one hundred” and “ insert “one thousand”.
    The new rendition would read:
    “Where default is made in complying with the requirements of subsection (1) relating to invoices, orders or business letters, the company and any officer, liquidator, receiver or
    manager of the company that is in default is liable on summary conviction to a fine of not less than five hundred penalty units and not more than one thousand penalty units.”
    The purpose is to enhance the penalty units.
    Question put and amendment agreed to.
    Clause 253 as amended ordered to stand part of the Bill.
    Mr First Deputy Speaker 6:57 a.m.
    Clause 254 to 256 have no advertised amendments.
    Mr Banda 6:57 a.m.
    Mr Speaker, that is true, except that there is a consequential amendment under clause 254 (1), line 4, with respect to “or a statutory modification or re- enactment of that Act”. It should be a consequential amendment.
    Question put and amendment agreed to.
    Clause 254 as amended ordered to stand part of the Bill.
    Clauses 255 and 256 ordered to stand part of the Bill.
    Clause 257 -- Modes of winding up
    Mr Banda 6:57 a.m.
    Mr Speaker, I beg to move, clause 257, subclause (1), paragraph (a), lines 2 and 3, delete “or a statutory modification or re- enactment of that Act,”
    Question put and amendment agreed to.
    Clause 257 as amended ordered to stand part of the Bill.
    Mr Banda 6:57 a.m.
    Mr Speaker, in clause 258 (4), the last but one line, add “s” to “ground” to read, “reasonable grounds for the opinion stated in the affidavit.”
    Mr First Deputy Speaker 6:57 a.m.
    I direct the draftspersons to add “s”.
    Mr Banda 6:57 a.m.
    Mr Speaker, I think that there is a language which is not elegant. In the same clause 258 (4), line 5, it says, “until the contrary is shown”. I think that is not elegant enough. It should read, “until the contrary is proven” instead.
    Question put and amendment agreed to.
    Clause 258 as amended ordered to stand part of the Bill.
    Mr Amoako-Attah 7:07 p.m.
    Mr Speaker, even though you have put the Question, please, allow me to take you back a bit.
    In the fifth line of clause 258(4), it would be better if we say, “until the contrary is established” than to say “until the contrary is proven”. This is because when the word “proven'' is used, it means we would go into the realm of legalities and trying to invoke
    the powers of the court. It is only in the realm of a court that it could be said that something is ‘‘proven'', but if it is established, it could so be done by the availability of other facts or the reasonableness of the situation. I would want us to use the word “established''.
    The new rendition would be:
    “…until the contrary is established, that the director did not…
    Mr First Deputy Speaker 7:07 p.m.
    It is the same thing. You establish after evidence and prove with evidence, but this one even talks about affidavit evidence. The directive has to be passed within the period of five weeks after making the affidavit. So, affidavit is a means by which an evidence is proven.
    Hon Majority Leader, we decided to close at 7.00 p.m., let us do clause 260 and bring the curtains to a close on today's proceedings.
    Clause 260 -- Statements and accounts of final financial year.
    Mr Banda 7:07 p.m.
    Mr Speaker, I beg to move, clause 260, subclause (2), paragraph (a), line 4, at end, add “and”.
    The new rendition would be:
    “…company in accordance with section 128 and a copy of those documents…''
    Mr Kyei-Mensah-Bonsu 7:07 p.m.
    Mr Speaker, I agree that we indicated we would endeavour to close at 7.00 p.m. but respectfully, if we could get to 7.30 p.m. given the fact that we could not get back on time when the House suspended Sitting. Let us see how far we could travel within 20 minutes since it is 7.10 p.m.
    Mr First Deputy Speaker 7:07 p.m.
    Yes, available Hon Minority Leader?
    Alhaji I.A.B. Fuseini 7:07 p.m.
    Mr Speaker, because we started Sitting late today, we really cannot complain except that we have to sympathise with you in the Chair. Again, because the major reason the House was recalled is to get the Companies Bill passed, if the Hon Majority Leader says we should close at 7.30 p.m. we could only pray that you indulge us up to that time.
    Mr First Deputy Speaker 7:07 p.m.
    Even if Sitting started at 10.00 a.m., we were supposed to close at 2.00p.m but we have sat from 12.00 p.m. to 7.00 p.m. which is a long while. So, I would endure the next 20 minutes.
    Clauses 261 and 262 ordered to stand part of the Bill.
    Clause 263 -- Disqualification of liquidator
    Mr Banda 7:07 p.m.
    Mr Speaker, before we move to clause 263, there is an issue I would want to bring to the attention of the House.
    Mr Speaker, clause 261(4) seems to put an obligation on the court after it has made an order to give notice of the order to the Registrar. That is not appropriate.
    Once the court has made the order, it is for the company to bring that order to the notice of the Registrar or to forward the copy of the order to the notice of the Registrar. This is because if it is left as it is, the tendency of the company to relax and say that once it is either the company or the court, the court would do it, so they need not do it and the court may also say that once it is either the company or the court, the company would do it so they need not do it.
    Mr Speaker, the responsibility should be placed squarely on the company. After the court has made the determination, the company should rather forward a copy of the order to the Registrar.
    Mr Speaker, this is my humble submission.
    Mr First Deputy Speaker 7:07 p.m.
    Can the company do it without the court? The Registrar of the court through its bailiffs will ensure that the order is served. So, that responsibility should not be removed.
    Alhaji I.A.B. Fuseini 7:07 p.m.
    Exactly, Mr Speaker. Moreover, there are two ways to remove a liquidator in this
    clause. It could be by an application by the company or an application by the Registrar; where it is the Registrar, it is the court that gives the notice.
    Mr Chireh 7:07 p.m.
    Mr Speaker, I would urge the Hon Chairman of the Committee to go slowly about an unadvertised amendment. This is because the Committee met and made their recommendations for this. The experts were also at the meetings and were very sure that anytime somebody wanted to suggest something, they said no.
    At this time that we all seem to be tired, if he begins to introduce things like these and there is an oversight, we could turn this Bill upside down. The Hon Chairman of the Committee should be cautious about this. If he thinks strongly about something, he should bring it for a Second Consideration Stage, but not at this stage that we cannot see well.
    Mr Kyei-Mensah-Bonsu 7:17 p.m.
    Mr Speaker, when the Hon Chairman rose, I thought he was going to deal with clause 261(3), and I beg to read:
    “(3) The Court may, on the application of a member of the company or of the Registrar, remove a liquidator and appoint another in the place of the removed liquidator or appoint a liquidator if, from a sufficient
    cause, a liquidator is not acting.”
    Mr Speaker that, totally, is absurd. We appoint a liquidator; “if, for an insufficient cause, the liquidator is not acting”. That is what would give cause for the removal of the liquidator; because he is not performing.
    Alhaji I.A.B. Fuseini 7:17 p.m.
    Mr Speaker, it only means that there must be sufficient cause for the court to do that.
    Mr First Deputy Speaker 7:17 p.m.
    I had called clause 263, and the Hon Chairman proposed an amendment which I suggest he has withdrawn. But it appears the Hon Majority Leader is proposing another amendment to -- which clause? Can you address us on that?
    Mr Kyei-Mensah-Bonsu 7:17 p.m.
    Mr Speaker, I believe this is an oversight and that is why I said we should have a second look at the subclause (3).
    Mr First Deputy Speaker 7:17 p.m.
    Very well.
    So we can proceed with clause 263 now right?
    Clause 263 — Disqualification of liquidator
    Mr Banda 7:17 p.m.
    Mr Speaker, I beg to move, clause 263 subclause (2), line 2, after “paragraph (d)” delete “of” and in line 3, before “of” delete “or to act as a liquidator”.
    Mr Speaker, the new rendition would now read 7:17 p.m.
    “(2) Despite subsection (1), a person convicted of an offence under paragraph (d) of subsection (1) is eligible to be appointed as a liquidator or to act as a liquidator of a company if ten years or more have passed since the end of the sentence.”
    Question put and amendment agreed to.
    Mr Kyei-Mensah-Bonsu 7:17 p.m.
    Mr Speaker, just to propose to the Hon Chairman that it was this same qualification that I wanted us to provide earlier and he objected to it, which now finds expression here.
    The caveat that I wanted us to provide, under article 94, the ten year— and I said we should import it, when we are considering “receivers and Managers”. We now have it here in clause 263, which relates to liquidators.
    So let us go back and do the same construction there to provide that opening for them. If a period of ten years has elapsed, then the person could be granted relief.
    Mr First Deputy Speaker 7:17 p.m.
    Hon Majority Leader, a Manager is a different case from a liquidator. A liquidator is like a Project Manager but a Manager has too much powers and he should stay out of it.
    Mr Chireh 7:17 p.m.
    Mr Speaker, in this same instance, where the Hon Chairman was trying to make the amendment, we could see the expression, “to act as a liquidator”, which means that we could appoint somebody to act as a liquidator. And that is why that change he was talking about was not appropriate.
    It is because we can have a liquidator and an acting liquidator. It is when there was no acting liquidator that that condition prevailed. But with this one that he speaks about, my fear still is that, we have to consider the totality of it. If we just take one subclause or paragraph and change it, we will have a problem.
    Alhaji I.A.B. Fuseini 7:17 p.m.
    Mr Speaker, since we are on clause 263(1), subclause (1) paragraph (b), to be a person, we had amended it to read, “a person found by a court of competent jurisdiction to be of unsound.” It is actually consequential. It would be, to delete “a person” after “be” to read, “a person found by a court of competent jurisdiction to be of an unsound mind.”
    Mr First Deputy Speaker 7:17 p.m.
    I direct that the draftspersons make those petty corrections under them.
    Question put and amendment agreed to.
    Mr First Deputy Speaker 7:17 p.m.
    Hon Members, item numbered (liii).
    Mr Banda 7:17 p.m.
    Mr Speaker, I beg to move, clause 263, subclause (4), line 2, at end, add “of that company”.
    Mr Speaker, the new rendition would now read 7:17 p.m.
    “(4) An auditor of a company shall not be eligible to be appointed as a liquidator in a private liquidation of that company.”
    Mr First Deputy Speaker 7:17 p.m.
    This is a straightforward amendment.
    Question put and amendment agreed to.
    Mr Banda 7:17 p.m.
    Mr Speaker, I beg to move, clause 263 subclause (6), line 8, after “not” insert “less than two years and not”.
    Mr Speaker, the new rendition would now read 7:17 p.m.
    “(6) Where a person named in paragraph (a), (c), (d), or (e) of subsection (1) or in subsection (2) acts as liquidator of a company, that person commits an offence and is liable on summary conviction to a fine of not less than three hundred and twenty-five penalty units and not more than seven hundred and fifty penalty units or in the case of an individual to a fine of not less than three hundred and twenty-five penalty units and not more than seven hundred and fifty penalty units or to a term of imprisonment of not less than two years and not more than
    five years or to both the fine and the imprisonment.”
    Question put and amendment agreed to.
    Clause 263 as amended ordered to stand part of the Bill.
    Clause 264 ordered to stand part of the Bill.
    Clause 265 -- Cessation of directors' powers
    Mr Banda 7:27 p.m.
    Mr Speaker, though there is no advertised amendment, there is a minor one that I would want to propose. In the headnote, “Cessation of directors' powers” should read, “Cessation of powers of directors”.
    Question put and amendment agreed to.
    Clause 265 as amended ordered to stand part of the Bill.
    Mr First Deputy Speaker 7:27 p.m.
    By my clock, it is 7:30 p.m., and we have done well to hit clause 265.
    Mr Kyei-Mensah-Bonsu 7:27 p.m.
    Mr Speaker, I know you are tired and so are the rest of us but clause 266 has just a minor amendment, “liquidation” instead of “liquidations”.
    Alhaji I. A. B. Fuseini 7:27 p.m.
    Mr Speaker, I appreciate the difficulty we are in but we should have sympathy on the Hon Speaker because he has been sitting for a very long time.
    There are minor amendments and so, I just pray that we come at 10:00 a.m. tomorrow and start. If we would finish this Bill, we must start early because we do not have Wednesday.
    Mr Speaker, so, I think that we are entitled to sympathise with you -- [Interruption] -- and ourselves as well. But of course, you sit there and cannot go anywhere. We could go out and come back. [Interruption.]
    The Hon Majority Leader is pushing the limits.
    Mr First Deputy Speaker 7:27 p.m.
    So, what is your conclusion? Do we go up to clause 270 or adjourn?
    Mr Kyei-Mensah-Bonsu 7:27 p.m.
    Mr Speaker, respectfully, I believe in five minutes we would finish with the three items and we move to adjourn - up to clause 270.
    Mr First Deputy Speaker 7:27 p.m.
    All right.
    Clause 266 -- Powers of liquidator.
    Mr Banda 7:27 p.m.
    Mr Speaker, I beg to move, clause 266 (3), line 4, delete “liquidations” and insert “liquidation”.
    Mr First Deputy Speaker 7:27 p.m.
    We could direct the draftsperson to effect this amendment by the deletion of “s”. Is that all right? [Interruption]
    I direct the draftsperson to delete “s” and in that case I would put the Question on clause 266 --
    Mr Kyei-Mensah-Bonsu 7:27 p.m.
    Mr Speaker, I thought the Hon Chairman of the Committee would draw attention to the phraseology, “or a statutory modification or re- enactment of that Act…”
    Mr First Deputy Speaker 7:27 p.m.
    We have made so many amendments to that one. So, I direct the draftspersons to consequentially make those amendments.
    Mr Kyei-Mensah-Bonsu 7:27 p.m.
    Precisely, in both clause 266 (3) and
    (4).
    Mr First Deputy Speaker 7:27 p.m.
    Yes, in both clause 266 (3) and (4).
    Question put and amendment agreed to.
    Clause 266 as amended ordered to stand part of the Bill.
    Clause 267 - Books and accounts during private liquidation
    Mr Banda 7:27 p.m.
    Mr Speaker, I beg to move, clause 267 (12), paragraph (b), delete “soft copy form” and insert “electronic version”.
    Question put and amendment agreed to.
    Clause 267 as amended ordered to stand part of the Bill.
    Clause 268 -- Liquidation account
    Mr Banda 7:27 p.m.
    Mr Speaker, I beg to move, clause 268, headnote, before “Liquidation” insert “Private” to read “Private liquidation account” just to bring it in line with the body of the clause.
    Question put and amendment agreed to.
    Clause 268 as amended ordered to stand part of the Bill.
    Clause 269 -- Duty of liquidator in case of insolvency
    Mr Banda 7:27 p.m.
    Mr Speaker, there is just a little amendment. I beg to move, clause 269 (1), line 5, delete “company's liabilities and assets” and insert “liabilities and assets of the company”.
    Mr Speaker, a consequential amendment would follow under clause 269 (3) in respect of an order you have already given.
    Question put and amendment agreed to.
    Mr First Deputy Speaker 7:27 p.m.
    I direct that the draftsperson effect the consequential amendment in clause 269 (3) regarding the Bodies Corporate (Official Liquidations) Act, 1963 (Act 180) and thereafter.
    Clause 269 as amended ordered to stand part of the Bill.
    Clause 270 -- Stay of proceedings
    Mr First Deputy Speaker 7:27 p.m.
    There is no advertised amendment,
    but I will listen to the Hon Chairman of the Committee if he has any.
    Mr Banda 7:37 p.m.
    Mr Speaker, there is none.
    Mr First Deputy Speaker 7:37 p.m.
    Very well.
    Mr Banda 7:37 p.m.
    I have just cited under clause 270(2) (b), the second line which says; ‘the Court deems fit'.
    Mr First Deputy Speaker 7:37 p.m.
    Very well. We have made that amendment early on.
    Question put and amendment agreed to.
    Mr Kyei-Mensah-Bonsu 7:37 p.m.
    Mr Speaker, again, this is just a minor amendment to clause 270(4); “The Registrar and a director, liquidator, member or creditor of the company is each entitled to appear on the hearing of the application and to call witnesses and give evidence”.
    Mr Speaker, I beg to move, delete the word “and” in line 1 and introduce a comma after the word “Registrar”.
    It will read; “The Registrar, director, liquidator, member …”
    Mr First Deputy Speaker 7:37 p.m.
    Hon Majority Leader, what is the proposed amendment? I did not follow you.
    Mr Kyei-Mensah-Bonsu 7:37 p.m.
    Mr Speaker, I am calling for the deletion of the word “and” in line 1. Each of
    Alhaji I.A.B. Fuseini 7:37 p.m.
    Mr Speaker, because we are in liquidation, the provision is making it mandatory for the Registrar to be there and the Registrar ought to be there with either a director, liquidator, member or a creditor of a company.
    Mr Chireh 7:37 p.m.
    Mr Speaker, what the Hon Majority Leader is saying, if each of these people is entitled to appear -- Now, if you want to say that each of them should appear with the Registrar, then this is not the way it should be captured. It should then be paragraph (a), (b) and so on until you add ‘and' so and so.
    However, I think that what he is saying is correct, that is, “The Registrar, a director, liquidator, member or creditor of the …”
    Mr First Deputy Speaker 7:37 p.m.
    If it were intended that the director and one more person -- it cannot be each of the listed persons. So it is intended that each of the listed persons - in this case, “The Registrar, a director, liquidator…” Each one of the listed persons can appear in his or her own right and call a witness.
    Alhaji I.A.B. Fuseini 7:37 p.m.
    Mr Speaker, we can say: “The Registrar, a director,
    liquidator, member or a creditor of the company is each entitled to appear on the hearing…”
    Mr Speaker, that should be all. I agree.
    Mr First Deputy Speaker 7:37 p.m.
    So, we should delete “and” and put a comma there.
    Dr Sandaare 7:37 p.m.
    Mr Speaker, thank you very much. Under the circumstance, I can see that there is some level of uncertainty because they are tired. So, I suggest that they should go and sleep and early tomorrow morning, when the brains are fresh, they will be sure of what to put there. This is because this is not the right time to --
    Mr First Deputy Speaker 7:37 p.m.
    Hon Member, I agree with you. I am so tired and I feel it in my ribs. We will just do this one and bring proceedings to a close now.
    Hon Majority Leader, we agreed that we delete “and” and put a comma there and proceed. Right?
    Question put and amendment agreed to.
    Clause 270 as amended ordered to stand part of the Bill.
    Mr First Deputy Speaker 7:37 p.m.
    At this juncture, I will not seek any opinion in bringing proceedings to a close.
    Mr William A. Quaittoo -- rose
    -- 7:37 p.m.
    Mr First Deputy Speaker 7:37 p.m.
    Hon Member for Akyim Oda, kindly resume your seat or if you are going out, please --
    Hon Members, that brings us to the end of Consideration of the Companies Bill, 2018.
    Mr Kyei-Mensah-Bonsu 7:37 p.m.
    Mr Speaker, the Hon Member for Akim Oda is walking out. When you
    ADJOURNMENT 7:37 p.m.
  • The House was adjourned at 7.46 p.m. till Tuesday, 30th April, 2019 at 10.00 a.m.