Debates of 16 Mar 2020

MR SPEAKER
PRAYERS 11:03 a.m.
VOTES AND PROCEEDINGS AND THE OFFICIAL REPORT 11:03 a.m.
Mr Speaker 11:03 a.m.
Hon Members, Correction of Votes and Proceedings of Friday, 13th March, 2020.
Pages 1…9 --
rose
Mr Speaker 11:03 a.m.
Yes, Hon Member for North Tongu, Mr Okudzeto Ablakwa?
Mr Ablakwa 11:03 a.m.
Mr Speaker, there are two interventions on page 9. In the item numbered 6 after the presentation of the Business Statement, you made a very important ruling, that the Health Committee should carry out oversight on the preparedness for the Coronavirus and you co-opted some other Hon Members to join the Committee. However, that important ruling has
been omitted, so if it could be included?
Mr Speaker, again, in the item numbered 7, with regard to the Statement made by the Hon Member for Effutu, Mr Alexander Kwamena Afenyo-Markin, your ruling was that the Joint Committee should investigate the matter and report to the House in two weeks, but the “two weeks'' has been omitted. So if it could be added so that your directive, which was very clear, would guide this House and the Committees that would work on the Statement.
rose
Mr Speaker 11:03 a.m.
Yes, Hon Majority Leader?
Mr Kyei-Mensah-Bonsu 11:03 a.m.
Mr Speaker, unfortunately, I had some other duties outside Parliament that very day, so I am not privy to what my Hon Colleague has alluded to. Except, I want to believe that in respect of the item numbered 6, you would have given a “directive'' and not a “ruling''. We must make distinction between a “ruling'' and a “directive''. I believe the same would apply to the item numbered 7.
Mr Ablakwa 11:03 a.m.
Mr Speaker, I would be guided accordingly. You
gave a “directive'' and not a “ruling''. So if the “two weeks'' directive could be included in the item numbered 7 to complete it?
Mr Speaker, with your permission, I beg to quote the paragraph which has been well couched. It says:
“The Rt Hon Speaker, having regard to the Statement and the comments thereon, directed a Joint Committee on Constitu- tional, Legal and Parliamentary Affairs, Health and Gender and Children to investigate the matter and report to the House''.
Mr Speaker, they could just add “in two weeks'', to complete your directive.
Mr Speaker 11:03 a.m.
Definitely, the full pronouncement must be captured as a true record of what took place. The House attached a lot of importance to the matter, hence the “two weeks'' so that Hon Members would keep it on the front burner.
Hon Members, any other corrections?
In the absence of any further corrections, the Votes and Proceedings of Friday, 13th March,
2020 as corrected is admitted as the true record of proceedings.
Those seated in the Chamber, you should learn to keep quiet. Do not ever let me look at your direction again. Otherwise, you cannot do this job. I do not want to see any smiles on your faces because it is a serious matter.
rose
Mr Speaker 11:03 a.m.
Yes, Hon Member for Adaklu?
Mr Agbodza 11:03 a.m.
Mr Speaker, during the presentation of the Business Statement on Friday, an application was made by the Business Committee to extend Sitting to Saturdays. In your wise ruling, you encouraged all of us to utilise the regular time that Parliament is expected to work -- outside that, it has to be negotiated with Leadership. However, this morning, at 10.40 a.m., the House was still not Sitting and Leadership was not available.
Mr Speaker, with your permission, I beg to quote Standing Order 40(2). It says 11:03 a.m.
“The House shall sit on Tuesdays, Wednesdays, Thursdays and Fridays. Sittings shall, subject to the direction of Mr Speaker,
Mr Speaker, with your permission, I beg to quote Standing Order 40(2). It says 11:13 a.m.
ordinarily commence at ten o'clock in the forenoon and shall ordinarily conclude at two o'clock in the afternoon''.
Mr Speaker, this is a directive by you. You are the only one who could direct whether we Sit before 10 o'clock or after 10 o'clock. So, when you give a directive that Parliament must Sit at 10 o'clock and 40 minutes after 10 o'clock Sitting has not started, I feel the House is breaching your directive. So I would want you to make a ruling on this today. This is because it has become the norm where we would never start work on time.
Mr Speaker, I have noticed that you are always on time and it is either you are in your office or in your Lobby. This is not what the people of this country expect us to do. I did not say that we should always start at 10 o'clock -- but some people would come to the Chamber at 10 o'clock when you ask us to come at that time. So what exactly makes it difficult for all of us to come to work at 10 o'clock -- and when it is after 2.00 o'clock, Leadership would plead with us to Sit beyond that time?
In a football match, the 90 minutes regulation time is played before extra time is requested.

If they are not able to play according to the time allotted, why should they still seek extra time? If this continues, when it is 2.00 o'clock, some Hon Members may be compelled to leave, unless you give a directive. I would want you to rule on this once and for all. These are not the numbers that the people of this country want in the development of the country.
Mr Speaker 11:13 a.m.
Hon Members, Order!
Some of these general matters should be treated as such. It is not one Side against the other. So let us be very careful to avoid any unnecessary controversy or difficulty. This morning I did remind that to my knowledge, the House is ready to work.
However, please, when we add, we must make sure that what we are gathering to do, is there to be done. I would be very glad if we do not stretch this matter any further. It will be most unnecessary this morning. We all want to have some peace to deal with matters concerning our country. No one knows what directives may come from where; it may be a World Health Organisation (WHO) directive to the world.
So I will rest the time as much as we can but please, when any Hon Member talks about coming on time, that person is simply saying what our rules say and I would want us to just arrest all contributions at this stage and maximise the use of the time available to us.
Thank you very much.
Mr Kyei-Mensah-Bonsu 11:13 a.m.
Mr Speaker, I think the matter raised by my Hon Colleague is a useful suggestion to all of us except that the statement is full of inaccuracies. He said that “Leadership was not here”.
Mr Speaker, I have been here in this House since 9 o'clock. [Interruption] --
Can you listen? When you spoke, we listened. Why would you not keep quiet and listen to us? Please, under what Standing Order did the Hon Agbodza come to even speak to the Speaker?
Mr Speaker, I have been here and indeed, I have been in your Holding Room because of the events of yesterday and I thought that we needed to confer on this. We were waiting for the Hon Minority Leader and in fact, I had been calling him dutifully since yesterday and I had
information later that he is coming down from Tamale. Perhaps that explains why I could not reach him.
We needed to dialogue on what the President spoke about and we even agreed yesterday with the Director of Public Affairs that beginning today, we are not going to allow the public to be seated in the public gallery as a first step. Indeed, I had not spoken to the Speaker because I had taken it for granted and because he informed us that he was travelling on Friday, I thought he had travelled until when one of the Deputy Clerks informed me that the exigencies of the time did not allow the Speaker to travel. So I have been in communication with the Hon First Deputy Speaker all this while.
Mr Speaker, so it is inaccurate to put all of us in one basket and say that the Leadership was not in the House when the Hon Member has no knowledge about what we were doing. I have been here in the Holding Room of the Speaker throughout.
So the Hon Member should please not speak like that when he does not know what others are doing. He should not generalise statements like that.
However, I take a cue from what the Hon Member has said. [Interruption] -- The Hon Member
Mr Emmanule K. Bedzrah 11:13 a.m.
Mr Speaker, we all know that we are not in normal times in this country. Our Hon Colleague was simply drawing the attention of the House to the fact that even though we are not in ordinary times, we want our Hon Colleagues to come to the House at the specified time in the Standing Orders.
Mr Speaker, I believe by your own ruling last Friday, you mentioned that we should come early to be able to exhaust the time allocated for us. If we are not able to exhaust it then we can agree to extend Sitting to Saturday. That is the only issue our Hon Colleague was drawing our attention to.
Mr Speaker, I hope my Hon Colleagues on the other Side will understand and we can move forward.
Thank you very much.
[Interruption] --
Mr Speaker 11:13 a.m.
Hon Members, at the Commencement of Public Business. Item numbered 4; Presentation of Papers 4(a) by the Hon Minister for Finance.
Mr Kyei-Mensah-Bonsu 11:13 a.m.
Mr Speaker, the Hon Minister for Finance is cocooned somewhere doing some other Business of equal importance. So I want to present the Papers listed as 4(a) on behalf of the Minister.
PAPERS 11:13 a.m.
Mr Speaker 11:23 a.m.
Hon Members, item numbered 4(a) (ii).
By the Minister for Parliamentary Affairs (Mr Osei Kyei-Mensah- Bonsu)(on behalf of the Minister for Finance) --
(ii) Supplementary Buyer's Credit Agreement between the Government of the Republic of Ghana and the Export-Import Bank of India under the National Export Insurance Account (BC- NEIA) for an amount of forty-eight million, eight hundred and forty-three thousand, four hundred and ninety United States dollars fifty-four cents (US$48,843, 490.54) for the financing of the variation of the “Tema - Akosombo Railway Line Construction Project” being executed by Messrs AFCONS Infra-structure Limited of India.
Referred to the Finance Committee.

-- Hon Minister for Aviation.
Mr Kyei-Mensah-Bonsu 11:23 a.m.
Mr Speaker, the Hon Minister for Aviation has signalled that he is on his way, but given that this is a simple task, with your indulgence, if I may lay the Paper on behalf of the Hon Minister.
Mr Speaker 11:23 a.m.
Hon Leader, you may do so.
By the Minister for Parliamentary Affairs (Mr Osei Kyei-Mensah- Bonsu)(on behalf of the Minister for Aviation) --
Budget Performance Report in respect of the Ministry of Aviation for the period from January to December, 2019.
Referred to the Committee on Roads and Transport.
Mr Speaker 11:23 a.m.
Item numbered 5 -- Motion.
Mr Kyei-Mensah-Bonsu 11:23 a.m.
Mr Speaker, we have finished with the Consideration Stage of the Narcotics Control Commission Bill, 2019, but there are a few outstanding matters including some proposed amendments by our Hon Colleague, Mr Kwasi
Etu-Bondze. Mr Speaker, we need to engage the experts in the field to know exactly the way forward. We have tasked the Clerks-at-the-Table to invite the experts in the field so that we would have some discussions with our Hon Colleague and get the issues right.
Mr Speaker, we may have to stand item numbered 5 down and I think we could possibly take that item on Wednesday but not tomorrow; by which time I guess we would have brought the matter under control.
Mr Speaker 11:23 a.m.
Hon Majority Leader, which item do we take then?
Mr Kyei-Mensah-Bonsu 11:23 a.m.
Mr Speaker, we can take item numbered 12 because items 6 and 7 are not ready.
Mr Speaker 11:23 a.m.
Thank you.
Hon Members, I have just received a communication from the Office of the President that His Excellency the President would want to meet with the Speakership as well as the entire Leadership from both Sides of the House at 3.00 p.m. in His Excellency's Office. So we would meet in my Office and arrange to drive to the Office of the President by a quarter to 3.00 p.m. or 20 minutes to 3.00 p.m. --
Of course, the agenda would include matters arising in the affairs of the State.
Hon Members, we would move to item numbered 12 -- Corporate Insolvency Bill, 2019 at the Consideration Stage.
The First Deputy Speaker would take the Chair.
BILLS -- CONSIDERATION 11:23 a.m.
STAGE 11:23 a.m.
Chairman of the Committee (Mr Ben Abdallah Banda) 11:23 a.m.
Mr Speaker, I beg to move, clause 10, subclause (1), line 1, before “company”, insert “distressed”.
Mr Speaker, the new rendition would read 11:23 a.m.
‘In the course of the admini- stration of a distressed company, the administrator …'
Mr Osei Kyei-Mensah-Bonsu 11:23 a.m.
Mr Speaker, I was telling the Hon Chairman that we should have reconstructed the opening phrase of clause 10 (1) to read:
‘The administrator in the course of the administration of a company,
(a) shall have control of the business, property and affairs of the distressed company; …'
Mr Speaker, so the subject should have been brought first. The emphasis should be on the subject, which is the administrator.
Alhaji Inusah A. B. Fuseini 11:33 a.m.
Mr Speaker, I support the Hon Majority Leader because we are talking about the administrator and that is in tandem with the headnote which reads “Role of the administrator'. So the provision should read: ‘The administrator in the course of the administration of a company, …'
Mr Speaker, I beg to reject the proposed amendment by the Hon Chairman, because a company can always be in administration if the company is distressed.
So immediately we have an administrator of a company, that company is distressed. You do not appoint an administrator when the company is in good standing. We do not need to say “a distress company”
MR FIRST DEPUTY SPEAKER
Mr First Deputy Speaker 11:34 a.m.
Yes, Hon Yieleh Chireh?
Mr Yieleh Chireh 11:34 a.m.
Mr Speaker, the Hon Majority Leader and the Ranking Member for the Committee on Constitutional, Legal and Parliamentary Affairs want to change the order in which the opening paragraph is.
Some Hon Members 11:34 a.m.
Are we safe? [Uproar]
Mr First Deputy Speaker 11:34 a.m.
Hon Members, order!
Mr Chireh 11:34 a.m.
So Mr Speaker, in my view, it should remain where it is.
Mr Agbodza 11:34 a.m.
Mr Speaker, I support the position of Hon Fuseini. The title of this Bill is “Corporate Insolvency Bill, 2019”. It deals with companies that are in distress already. The subheading also reads: “Role of administrator”.
Mr Speaker, to add “distressed” before “Company” is not out of place; it just makes it too wordy. I believe the Hon Chairman could consider dropping this amendment and let it remain:
“(1) In the course of the administration of a company, the administrator …”
The administrator only administers companies that are in distress. This is my position.
Mr Banda 11:34 a.m.
Mr Speaker, I know we are considering the Corporate Insolvency Bill. There is nothing wrong to be repetitive in order to be clear. There is nothing wrong with it.

Mr Speaker, what the Hon Member is proposing that we should delete “distressed” would only compel us to assume or presume that once we receive “company” it presupposes that the company is distressed. That ought not to be the case because at the winnowing level, we all agreed that wherever we see “company” in the Bill we should precede it with “distressed”. This is in line with all the jurisdictions where we have corporate insolvency regimes in place.

So it is not out of place to insert “distressed” before “company” in order to bring the clearer meaning to bear in the provision. So I do not agree that we delete “distressed” to make it “company”.
Mr Kyei-Mensah-Bonsu 11:34 a.m.
Mr Speaker, the Hon Chairman of the Committee is admitting that -- Let me also admit that at winnowing, we agreed to insert “distressed” before the word “company”. However, if it does not get inserted, it would not be fatal because the provision of that particular clause reads:
“”(1) In the course of the administration of a company, the administrator …”
Now we would want to change the arrangement to read:
“(1) The administrator, in the course of the administration of a company …”
Mr Speaker, who is the administrator? If we go to interpretation clause, administrator is defined.
“administrator' means the person who is appointed the administrator of a company in administration;”
And “administration is further defined.
“administration' means a process of enabling the rehabilitation of a company that is financially distressed beginning when an administrator is appointed to perform duties necessary to achieve the objects laid out in subsection (1) of section 1 and ending as set out in subsection (2) of section 2.
Mr Speaker, clearly, in the context of this Bill, the administrator means the person who is in charge of a distressed company. If we add “distressed” just for the avoidance of doubt, it only repeats the obvious. So we may as well not insert it. If we would want to insert it, it would not
Mr First Deputy Speaker 11:34 a.m.
Hon Members, if you look at the Long Title:
“AN ACT to provide for the administration and official
winding-up of insolvent companies and other bodies corporate and for related matters.
So everything refers to a company in distress. So if we add “distressed”, then we need to go back and add “distressed” in front of all the others because we have done others without adding “company in distressed”. Otherwise, it might suggest that in this particular clause, we mean something else. Unless this is the intention of the Committee, adding “distressed” might not be necessary.
Yes, Hon Ranking Member?
Alhaji I.A.B. Fuseini 11:43 a.m.
Mr Speaker, it is exactly so.
In the rules of interpretation, immediately we bring in “distress” before “this company”, where a company stands in this Bill and we fail, neglect or refuse to put “distress” there, the Bill would interpret that company as different from the companies that are distressed. [Interruption] The Bill itself talks about distress company -- [Interruption] Yes, I was part of it, but upon reading the Bill for the second time, I saw that we did not need to add “distress” and the definition column. [Interruption]
Mr Speaker, my good Friend and Brother, Hon Yieleh Chireh is using the old school method. In drafting, we are advised to start with the subject who is being given the mandate, that is why I support the Hon Majority Leader. The subject here is the administrator. In the couse of the administration of a company- it is just an adjectival phrase, which describes what the administrator does. So let us put the subject first and then continue.
Mr Chireh 11:43 a.m.
Mr Speaker, the Hon Member said we are brothers and we are good, but what I want to explain to him is that where the subject is put far away from the object -- [Interruption] -- Yes, because once “the administrator” is put at the beginning and then in the middle, “in the course of the administration of a company,” then paragraph (a) “shall” — The administrator should be closer to the actions below because when it is separated like that, it is far away from the object. In drafting, the subject and the object are brought as close as possible.
Mr First Deputy Speaker 11:43 a.m.
Hon Member, let us go on with the work before us. We would take the lessons in drafting later. [Laugher]
So what is the position? Are we dropping the proposed amendment?
Mr Banda 11:43 a.m.
Mr Speaker, I think that is the sentiment of the House as well as the Speakership. [Laughter]
Mr First Deputy Speaker 11:43 a.m.
I only proffered a guidance.
Mr Banda 11:43 a.m.
Mr Speaker, I have no leg to stand on.
Mr First Deputy Speaker 11:43 a.m.
Very well, so, we would proceed.
Mr First Deputy Speaker 11:43 a.m.
Item numbered 12 (ii), Clause 10?
Mr Kyei-Mensah-Bonsu 11:43 a.m.
Mr Speaker, respectfully, let us clear the hurdle in the preamble. I think we can put it behind us early.
Hon Yieleh Chireh's attention may be drawn to the formulation - we would not even go too far away. He talked about distance.
Mr Speaker, look at clauses 5, 6, 7 and 8, they became the subject matter. So I am surprised Hon Yieleh Chireh is indeed not being consistent with himself today. Let us follow that. The subject must be the first to be identified and then it follows.
Mr Kyei-Mensah-Bonsu 11:43 a.m.
Mr Speaker, I moved the Motion earlier when the Rt Hon Speaker was presiding and it was supported by Hon Alhaji Fuseini, but Hon Chireh disagreed.
Mr Speaker, for the avoidance of doubt, I would move again. I move that we have a reconstruct in the opening phrase of clause 10(1) to now have it read as:
“The administrator in the course of the administration of a company...”
Then we would come to paragraph (a).
Question put and amendment agreed to.
Mr Banda 11:43 a.m.
Mr Speaker, I beg to move, clause 10, subclause (1), paragraph (c), line 1, delete “may” and insert “shall” and further delete “its property and affairs” and insert “the property and affairs of the company”.
Mr Speaker, the new rendition would read 11:43 a.m.
“The administrator in the course of the administration of a company
(c) shall….”
We would want to make it mandatory.
“…carry on the business of the company and manage the property and the affairs of the company with the object of salvaging the business.”
Mr Speaker, we want to avoid the use of the possessive pronoun.
Mr Agbodza 11:43 a.m.
Mr Speaker, I support the Hon Chairman's proposed amendment to substitute “shall” with “may”, but I would want the Hon Chairman to reconsider where he wants us to delete “its property and affairs” and insert “the property and affairs of the company”.
I think there is a repetition of “company”.
Mr Speaker, so I propose this 11:43 a.m.
“…shall carry on the business of the company and manage the property and affairs with the object of salvaging the business of the company and its interest on creditors, employees and the shareholders.”
Mr Speaker, it is simply to get rid of the “company” at the tail end of the Hon Chairman's proposal, so that we do not have “company” so many times in the rendition. I feel if we leave it the way it is now - in effect, we just added “the properties” instead of “its properties”.
Mr First Deputy Speaker 11:43 a.m.
Yes, Hon Chairman, he has proposed that “company” are one too many.
Mr Banda 11:43 a.m.
Mr Speaker, we repeat because we want to make the provision as clear as possible.
Mr Speaker, “its” is a possessive pronoun and it refers to “the company”, so we cannot properly couch the provision without bringing “the company”. It would not bring out the meaning of the provision as clearly as we would want it. So it
would be clearer to maintain “company”.
Mr Benjamin Kpodo 11:53 a.m.
Mr Speaker, I support the position of the Hon Chairman. The reference is to the particular company which was handed over to the administrator. So, if we just leave it without reference to that company, it may be ambiguous. The administrator could be doing something else somewhere, so if he is managing, is it his affairs or the affairs of the particular company? I think it is proper to add “…of the company” in the reconstruction of the phrase.
Mr Chireh 11:53 a.m.
Mr Speaker, the Hon Chairman said that he has changed “its” and that is why the formulation changed. So I support that, but to change “may” to “shall”, I have my doubts about that. If he says so, it means that any company that is in distress, shall be run or business would continue.
Due to the recent events of failed banks and financial institutions, you cannot expect an administrator to go and run it. The use of “may” denotes that he shall do it if it is possible, but not “shall”. It means that whether they would carry on business or not, he “shall”. Therefore I think that we should leave “may” as it is because it
Alhaji I.A.B. Fuseini 11:53 a.m.
Mr Speaker, I supported the use of “shall” because we did not want to give discretion to the administrator. However, listening to my Colleague Hon Yieleh Chireh, I get the feeling that we are imposing an obligation on the administrator, which might be difficult to discharge.
For instance, not only the banking crises, but that of the special deposit institutions, all of them went down; they became distressed and could not be run, so they were closed down. An administrator would therefore not manage the business. He would rather retrieve the resources of the institution and pay depositors. When he does this, he is not managing the business.
However, if we use “shall”, it means that we are moving the management away and putting the administrator in charge to continue with the business.
The special deposit institutions are not in existence anymore. So we should give the administrator the discretion to decide whether the business is one that can be run, or it is a business that must be collapsed, and the depositors or shareholders paid. That is why I support Hon Chireh. We cannot put an obligation, which cannot be discharged on the administrator.
Mr Kyei-Mensah-Bonsu 11:53 a.m.
Mr Speaker, the Hon Member for Tamale Central says that initially he agreed that the word should be “shall”, but now he is changing positions.
Mr Speaker, I would entreat him to remain firm and still cling to that principle of defending the use of “shall” and not “may”. The reason is simple. An administrator would be appointed for a company in adminis- tration. The company goes into administration because they want to rehabilitate the company. That is the charge of the administrator.
Mr Speaker, the case that he cited concerning the banks is a bad example. This is because that ought to have been done long ago. Those banks ought to have gone into administration long ago, but through
the negligence of some officers, they were allowed to continue until they hit the end of the road. So the case he cited is a bad one. Other than that, one would normally appoint an administrator to bring up a company again; to rehabilitate the company. That is the object of appointing the administrator, to help bring the company up again.
So it is the obligation of the administrator to facilitate that. If in the course of it, it cannot happen, then that is a different matter. However, that is the prime object. Indeed, it is also the reason a company in administration is further defined to also mean a process of enabling the rehabilitation of a company that is financially distressed, beginning when the administrator is appointed to perform the duties necessary to achieve the objects laid out in subsection (1) of section (1), and ending asset out in subclause (2) of clause (2).
Mr Speaker, subclause (1) of clause 1 deals with the provision of opportunities as much as possible to continue in existence. So that is really the task of the administrator. It could be that in the course of it, one may meet some stumbling blocks and may not be able to attain the object, but that is a different matter. However, the
purpose of appointing the administrator is to help rehabilitate the distressed company; to bring it up again. It should therefore be “shall” and not “may”.
Mr Agbodza 11:53 a.m.
Mr Speaker, I think that the Hon Majority Leader has put it quite clearly. I would however want to further strengthen his point on why it should remain “shall”.
Mr Speaker, the overall aim of this particular clause when read, is to salvage the business of the company with the interest of creditors, employees and shareholders. It may be possible, and practically, not every company can be fully resuscitated. With some of them, all one would need to do would be to give back to those who have invested some level of comfort by giving them back some of the things they invested, so that the company can peacefully close down.
So the interest might not be to bring back the company as it used to be, but it might be done in the interest of those who have invested. So, I think that it should remain “shall”. If we make it “may,” then I would not know who would take the responsibility to do this. This is because the administrator could just say that they did everything but could not take care of interest of the shareholders,
Mr First Deputy Speaker 11:53 a.m.
Is that continuing the business? That is administration, taking care of the interests of shareholders, debenture holders, creditors, debtors and the others. However, to carry on the business is what paragraph (c) charges the administrator to do. We are saying it should be mandatory, but we may have a situation where it is a shall. There would be nothing to carry on but we say they should carry on.
That was the challenge that was raised by the Hon Member for Wa West and the Hon Ranking Member. Once we make it mandatory, whether it is possible or it is not considered, that is different from administration where one tries to trace debtors, creditors, debenture holders and shareholders to settle them with what one could get.
Mr Agbodza 11:53 a.m.
Mr Speaker, I think that my Hon Senior Colleague, the Hon Alhaji Fuseini said that in the Bill, there is nothing in it that says that the business should perpetually be carried on. I think that the interest of the creditors, employees and share- holders may not necessarily be at that time to carry on the business perpetually. It may just be to secure
by interest and they may have to give the investments of people back to them. So what my Hon Senior Colleague said may not necessarily be to suggest that the business should be carried on --
Mr First Deputy Speaker 11:53 a.m.
Let us read paragraph (c) of clause 10 (1). It says:
“In the course of the administration of the company, the administrator
(c) shall carry on the business of the company and manage the property and affairs of the company with the object of salvaging the business of the company in the interest of creditors”.
This has to do with the carrying on of the business, but in the original rendition, it is “may”. So it leaves room to the administrator to determine whether in all the circumstances it may be profitable to carry on. We are changing that to “shall” and that is where the challenge is.
Mr Kyei-Mensah-Bonsu 12:03 p.m.
Mr Speaker, clearly, the power to perform that task should be to the extent necessary for the administration.

Mr Speaker, if “may” should stand, it would really compromise some of the provissions in the Bill. The power given to the administrator may compromise the authority of the administrator, and that is why it should be “shall.”. This is because it does so to the extent of the administration. At the time he is in administration, he is required to perform these functions. It is not in perpetuity.
rose
Mr First Deputy Speaker 12:03 p.m.
Let me listen to the Hon Chairman and come back to you.
Mr Banda 12:03 p.m.
Mr Speaker, I still submit that we maintain the word, “shall” because in clause 11, the powers of the administrator include the power to carry on business of the company. That is well spelt out in clause 11(2)(b), so there is no ambiguity about it.
Mr Speaker, what this provision means is that where it is possible to carry on the business of the company, then the administrator does not have any discretion to decide whether to carry on the business.
In fact, under clause 10, the administrator has a series of options to choose from. One is paragraph (a), which first of all, must take control of the business; at paragraph (b), he must investigate and at paragraph (c), he shall carry on the business. Even paragraph (d) says:
“may terminate or dispose of the whole or part of the business”.
Mr First Deputy Speaker 12:03 p.m.
Hon Chairman, hold on there. Are paragraphs (c) and (d) not inconsistent if we make it “shall”? It says, the administrator shall carry on the business but he may terminate or dispose of the whole or part of the business. Is that carrying on the business? When we come to clause 11, it gives the administrator the power to do what is possible and that is why if we come to clause 11(2), it says:
“Without limiting subsection (1), the power of the administrator includes the power to
(a) begin, continue, dis- continue and defend legal proceedings;
(b) carry on the business of the company to the extent necessary for the administration…”
Mr Chireh 12:03 p.m.
Mr Speaker, I think that you have made the point. We are not depriving the administrator of carrying on any business. He may, because if one is in the administration of a company and sees that that company is a shall -- That is why paragraph (d) says, “…terminate and dispose of whole or part of…” At that point, if the administrator “shall carry” out, can he do paragraph (d)? No, and that is why the “may” is used there. It does not deprive the administrator from carrying out his duties.
We are not limiting him. We are just saying that he should use his own common sense to see whether the business could be salvaged through running it. If it is not, why would we say that he “shall” when it is a shall?
Mr First Deputy Speaker 12:03 p.m.
Give me many securities to --[Laughter] --Yes, Hon Ranking Member?
Alhaji I.A.B. Fuseini 12:03 p.m.
Mr Speaker, even though I could advise my available Hon Majority Leader to stay firm, it seems my legs are wobbling.
Mr Speaker, whereas, “may” in this context includes the possibility of resuscitating the business, “shall” excludes it. So “may” is inclusive and “shall” is not inclusive. Immediately we put “shall” there, it excludes the possibility of running the business.
Mr Speaker, so I think that we should leave it as “may”, so where the administrator is of the view that the business should continue, he can revive the business and continue. If he comes to the conclusion that the business is beyond redemption, then he terminates it.
Mr Agbodza 12:03 p.m.
Mr Speaker, the word used there is salvage. What it means is that there is a damage to the company. If a vehicle is involved in an accident and it is salvaged, nobody expects that vehicle to become brand new. It means that there are parts of that vehicle that could be retrieved and put back in a way.
Mr Speaker, if we leave it at “may”, what it basically means is that we can appoint an administrator who can then say that he is unable to do anything at all about the business because when he went through,
nothing happened. However, every business has got some value in it; no matter how small that value is. The law basically says that when one is given this opportunity as an administrator, one shall do his best to salvage the business, and when doing so, the interest of the creditors and employees should be taken into account.
Mr Speaker, when we come to paragraph (d), and one can prove that he did everything and it could work, then he should terminate it. So the use of the word, “shall”—
Mr First Deputy Speaker 12:03 p.m.
The law says he shall carry on the business.
Mr Agbodza 12:03 p.m.
Mr Speaker, I think the Chairman needs to reconsider that phrase particularly, because not every business under administration can actually be salvaged; some have gone beyond being salvaged.
Mr First Deputy Speaker 12:03 p.m.
Let us make up our minds and move on.
Mr Banda 12:03 p.m.
Mr Speaker, I think that finally, when we read the subclause carefully, it mandates the administrator to do two things, first of all, to carry on the business, and secondly, to manage the affairs and property of the company. This ought
to be made mandatory because once a company goes into administration, it is mandatory upon the administrator to manage the property and affairs of the company. Otherwise, the administrator cannot salvage the company.
Mr Speaker, maintaining “shall”, would then mean that the administrator is being given the discretion to decide whether to manage the affairs and property of the company which -- [Interruption] -- If we should maintain “may”, what it would mean is that the administrator is given the option of either to manage the affairs and property of the company or not, which ought not to be the case because that would not be in the interest of a distressed company.
Mr Speaker, so the role of the administrator must of necessity include carrying on the business of the company and managing the affairs and property of the company in order to make the role or function of the administrator as certain as possible.
Mr Chireh 12:03 p.m.
Mr Speaker, the reason he gave negates his own argument. This is because there are two functions there: to carry on the business and also to manage affairs and property of the company. So that
Mr Kyei-Mensah-Bonsu 12:13 p.m.
Mr Speaker, the administrator has a task; he has an object to achieve, so he sets out to do something. In other words, he is required to do something. If in the course of the discharge of his functions, he is unable to attain that object, so be it. Indeed, it is the reason when we come to paragraph (d), it then says:

“. . .the administrator

(d) may terminate or dispose of the whole or part of the business of the company, and may dispose of any of its property; and

(e) may perform any other function''.

Mr Speaker, in the course of that, it may dawn on him that he may not be able to attain the object, that is to completely salvage the business. If it is Government owned property and it has to be placed on divestiture, so be it but the object of the administrator is to salvage it. If we say that he “may'' salvage the company, then what is the object of the administrator?
Mr Speaker, paragraph (a) says 12:13 p.m.
“... the administrator
(a) shall have control of the business, property and affairs of the company;
(b) is required to inves- tigate…”
Why did we not say that he “may'' investigate? He is required to do that.
Paragraph (c) is the object of the administrator. As I said, in the “Interpretation'', “administration and “administrator” lend credence to the task that is given to the administrator. He is required to carry on the business of the company and manage its property and affairs with the object of salvaging the business.
That is his enterprise. If he is not able to do it, then we could come to paragraph (d), which provides that in that case he may terminate or dispose of the whole or part of the business of the company.
Mr First Deputy Speaker 12:13 p.m.
Let us see how paragraphs (d) and (c) can be consistent. This is because you are forced to carry on the business but when it comes to paragraph (c), you may also terminate or dispose of part of the business. They are not consistent and that is why in my view, “may'' is the appropriate in paragraph (c).
Mr Kyei-Mensah-Bonsu 12:13 p.m.
Mr Speaker, respectfully, the construction says:
“shall carry on the business of the company and manage its property and affairs with the object of salvaging…”
If he is not able to achieve that, then paragraph (d), would kick in. That is the object and function entrusted to the administrator but to say that he may do it or may not do it - I fail to see that.
Mr First Deputy Speaker 12:13 p.m.
I would now put the Question --
rose
Mr First Deputy Speaker 12:13 p.m.
Yes, Hon Chairman of the Committee on Subsidiary Legislation?
Dr Ayine 12:13 p.m.
Mr Speaker, I am tempted to agree with you and the reason is because you pointed out the likely inconsistency between paragraphs (b) and (c). We need to deal with this inconsistency because when the administrator takes over the business, he may make a decision immediately to put it into receivership in which case a mandate to carry out the business of the company would be inconsistent with that decision. This is because he may investigate the affairs of the business and determine that it could not continue as a growing concern.
In this case, he would immediately stop at paragraph (c), and put it into receivership and that is why the draftpersons used “may'' instead of “shall', to make it mandatory. So, we should leave it as it is.
Mr First Deputy Speaker 12:13 p.m.
The Speaker has offered a guidance for you to take positions.
Mr Kpodo 12:13 p.m.
Mr Speaker, I agree with the Hon Majority Leader and the Hon Chairman. Business do not just collapse immediately when they are in distress. There are a number of things that are done before they finally go into liquidation. So what is the business of the administrator? Does he have an option of not to carry on the business of the company until it finally collapses? He is under obligation to do so and that is why the “shall'' must not be inserted because he must continue winding the business until - if there are few stock items to be disposed of, it is carrying on of the business. So, he is obliged to do it and that is why the “shall'' is appropriate.
rose
Mr First Deputy Speaker 12:13 p.m.
Hon Minority Leader, you have not been part of the debate so --
Mr Iddrisu 12:13 p.m.
Mr Speaker, for the first time, I had to travel to Akosombo to join the Committee to work to improve on this Bill. I have just been educated by the Hon Member for Wa West, Mr Yieleh Chireh on clause 10(1) (c) and it should be “may'' and not “shall''. We could be guided further - then paragraphs (d) and (c), should both be “shall'', which would not make any sense in communicating what we want to do.
In clause 10(1) it says:
“In the course of the admini- stration of a distressed company, the administrator may....''.
He should be given a discretion to perform those statutory obligations so defined in paragraphs (a), (b), (c), (d) and (e).
Mr Speaker, thank you for your indulgence. I needed to warm up and have my seat properly -- thank you for tolerating me.
rose
Mr First Deputy Speaker 12:13 p.m.
I was about to put the Question then I gave space to the Hon Minority Leader.
Yes, Hon Chairman?
Mr Banda 12:13 p.m.
Mr Speaker, we could bring some closure to this debate. The draftpersons have just handed to me a rendition which reinforces what the Hon Majority Leader and a few Hon Members and I said. Except that we should amend paragraph (d) to read; “may where necessary'' but they said we should delete “may'' in paragraph (c) and insert “shall''. However, in paragraph (d), we should insert “where necessary'' between “may'' and “terminate''.
Mr First Deputy Speaker 12:13 p.m.
What difference would that make to the meaning?
Question put and amendment agreed to.
Mr First Deputy Speaker 12:13 p.m.
Item numbered (iii) on the Order Paper.
Mr Banda 12:23 p.m.
Mr Speaker, I beg to move, clause 10, subclause (1), paragraph (e), line 1, before “function” insert “other” and also before “power” insert “other”.
Mr Speaker, it will read 12:23 p.m.
“may perform any other function, and exercise any other power, that the company or any
…”
Mr Speaker, I will once again amend “its” to read; “any of the offices”, but let us deal with the proposed amendment and then subsequently, we will deal with the rest.
Question put and amendment agreed to
Mr Banda 12:23 p.m.
Mr Speaker, I beg to move, clause 10, subclause (2), opening phrase, line 1, delete “an
Mr Agbodza 12:23 p.m.
Mr Speaker, I support the amendment. ‘Financial statement' will necessarily include an account of a company.
Question put and amendment agreed to.
Mr Banda 12:23 p.m.
Mr Speaker, I beg to move, clause 10, subclause (2), paragraph (a), line 2, delete “after” and insert “with effect from”.
Mr Speaker, this will read 12:23 p.m.
“The period of six months or shorter as the administrator may determine with effect from the day on
which the administrator was appointed”.
We wanted to make the time period as certain as possible.
Question put and amendment agreed to.
Mr Banda 12:23 p.m.
Mr Speaker, I beg to move, clause 10, subclause (3), line 1, delete “account” and insert “financial statements and report”.
Mr Speaker, this is consequential.
Question put and amendment agreed to.
Mr Benjamin K. Kpodo 12:23 p.m.
Mr Speaker, before you put the Question on clause 10, I would plead that we look at clause 10(1)(e) again. It reads:
“may perform any function, and exercise any other power, that the company or any of the officers…”
Mr Speaker, it should be the officers of the company, just as we did in the early part of subclause (c), so that we will be very clear with who will be performing those functions.
Mr Banda 12:23 p.m.
Mr Speaker, Hon Kpodo is right. We have the same issue in clause 10(1)(d), that is the
second line with the use of the possessive “it” should also read: “the property of the company”.
Mr First Deputy Speaker 12:23 p.m.
Can we take them one after the other since we are dealing with different clauses? So now, let us take clause 10(1)(e) first? Are you proposing an amendment to clause 10(1)(e)?
Dr Dominic Akuritinga Ayine 12:23 p.m.
Mr Speaker, this is to clause 10(4).
Mr First Deputy Speaker 12:23 p.m.
We have not gotten there yet.
I will put the Question to Hon Kpodo's proposed amendment that we delete “it” in line 2 of clause 10(1)(e) and substitute it with “the officers of the company”.
Question put and amendment agreed to.
Mr First Deputy Speaker 12:23 p.m.
Then clause 10(1)(d), delete “its” and insert “the properties of the company”.
Question put and amendment agreed to.
Dr Ayine 12:23 p.m.
Mr Speaker, there is the use of the word; “account” in
subclause (4). Since we substituted it with --
Mr First Deputy Speaker 12:23 p.m.
Do you mean clause 10(4)?
Dr Ayine 12:23 p.m.
Mr Speaker, yes. It reads:
“The account shall be in the prescribed form and shall show
…”
Mr Speaker, so, we should substitute it with the “financial statement and report”.
Mr Banda 12:23 p.m.
Mr Speaker, the Hon Member is right. We may even do same for subclause (3).
Mr First Deputy Speaker 12:23 p.m.
Very well.
Hon Members, I direct that in subclause (10), all references to the “account” shall, while appropriate, be substituted for, “financial statement and report”.
Question put and amendment agreed to.
Clause 10 as amended ordered to stand part of the Bill.
Clause 11 -- Powers of administrator
Mr Banda 12:33 p.m.
Mr Speaker, I beg to move, clause 11, add the following new subclause:
“(4) For purposes of paragraph (a) of subclause (2), an administrator shall sue in the name of the company.”
Question put and amendment agreed to.
Clause 11 as amended ordered to stand part of the Bill.
Clause 12 -- Effect on company officers
Mr Banda 12:33 p.m.
Mr Speaker, I beg to move, clause 12, subclause (1), line 1, delete “remove” and insert “result in the removal of”.
The new rendition would read:
“The appointment of an administrator does not result in the removal of the directors of the company from office.”
Mr Speaker, we did not want the phrase “does not remove” and that is why we seek to delete that and insert “result in the removal”.
Mr Agbodza 12:33 p.m.
Mr Speaker, I understand why the Hon Chairman has proposed this amendment. However, practically, some directors are sometimes removed because in some cases they would be the reason why the company is in administration. So I would encourage the Hon Chairman to consider using the phrase “may not” because sometimes some directors are asked to step aside or they are actually removed because they are the real cause for the company being in administration. [Interruption.]
So, if it is possible that a director could be removed then why do we have “does not”?
Mr Kpodo 12:33 p.m.
Mr Speaker, I think that the removal of a director of a company is another subject altogether and if a director has to be removed then the Companies Act would be used to remove that director. So we do not have to put it here as if it is one of the functions of the administrator.
So the phrase “does not remove” would still make provision for any delinquent director to be removed, using the appropriate law.
Mr Banda 12:33 p.m.
Mr Speaker, my Hon Colleague, Mr Kpodo, is right because this is a statement of fact and a statement of law. The fact of the appointment of the administrator should not result in the removal of the directors, but where a director has been derelict of his duty or engaged in some malfeasance, then that director may be dealt with under a different legal regime. So the appointment of an administrator should not terminate the appointment of directors.
Mr First Deputy Speaker 12:33 p.m.
I would put the Question.
Question put and amendment agreed to.
Clause 12 as amended ordered to stand part of the Bill.
Mr Kyei-Mensah-Bonsu 12:33 p.m.
Mr Speaker, before we proceed to clause 13 there is an issue that I want us to reflect on and it regards clause 10 where we deleted “accounts” and inserted “a financial statement and report”.
Mr Speaker, the form in which the books of a company are to be prescribed are set out in the Constitution under article 187. It is not in respect of the financial statement and report even though I admit that it is the new phraseology. Article 187 -- which unfortunately for us is an entrenched provision -- mentions the exact form that the accounts should be in. So why are we running counter to the language of the Constitution in article 187?
Mr First Deputy Speaker 12:33 p.m.
Hon Majority Leader, I directed that where appropriate the amendment should be done and so it would be left to the draftspersons to determine it where appropriate.
Mr Kyei-Mensah-Bonsu 12:33 p.m.
Mr Speaker, I take a cue.
Clause 13 -- Effect on employees
Mr Banda 12:33 p.m.
Mr Speaker, I beg to move, clause 13 subclause (2), line 6, at end, add “of the administrator”.
Subclause (2) would now read:
“The administrator shall pay the wages or salary that has accrued to an employee during the administration of the company as a result of any contract of employment entered into by the
Mr Banda 12:33 p.m.
Mr Speaker, I beg to move, clause 14, subclause (2), delete.
Mr Speaker, the simple reason for this proposed amendment is that once a transaction is void, it should not be validated. The provision is explicit that any transaction or dealing entered into by any person when the company is in administration is void.
So we have to delete subclause (2) because once it is void, we should not give room to anybody to just go to
court for the purposes of validating what is otherwise void.
Question put and amendment agreed to.
Clause 14 as amended ordered to stand part of the Bill.
Clause 15 -- Effect on transfer of shares
rose
Mr First Deputy Speaker 12:33 p.m.
Hon Majority Leader?
Mr Kyei-Mensah-Bonsu 12:43 p.m.
Mr Speaker, I think that there is a little cleaning up to do in clause 13(3) which reads “The Court may …”
Mr Speaker, there is no proposed amendment, but it reads 12:43 p.m.
(3) The Court may, on the application of the admini- strator, extend the period of twenty-one days within which notice of termination is to be given, and may extend it on terms that the Court considers appropriate.
I think the “may extend it” in the third line is not needed. It should read:
“(3) The Court may, on the application of the administrator, extend the period of twenty-one days within which notice of termination is to be given on terms that the Court considers appropriate.”
Mr First Deputy Speaker 12:43 p.m.
Do we actually need that last bit, “and may extend it on terms that the Court considers appropriate”?
Mr Kyei-Mensah-Bonsu 12:43 p.m.
Mr Speaker, I am even saying that the “may extend it” there is not necessary. However, the extension would be “on the terms that the court considers appropriate”. However, in the third line, “may extend it” is not required.
Mr First Deputy Speaker 12:43 p.m.
Yes, Hon Ayine?
Dr Ayine 12:43 p.m.
Mr Speaker, I think the second “may extend” relates to the terms. So we could actually provide a rendition that takes out the repetition of “may extend” but give the Court the power to do so on terms that are appropriate.
Mr First Deputy Speaker 12:43 p.m.
Is that not subsumed within the jurisdiction of the Court since we have said that “The Court may, on the application of …”? So the Court, in coming to conclusion might consider what terms are appropriate in the circumstance.
Dr Ayine 12:43 p.m.
Mr Speaker, that is so, but knowing our courts, it is usually better to make it more explicit. If the statute provides the power to do so on terms, it provides for certainty and it is better than not doing so. So we might take out the second “may extend” but leave out the power to do so on terms that are appropriate to the circumstances of the application.
Alhaji I.A.B. Fuseini 12:43 p.m.
Mr Speaker, yes, we could leave out the second leg, but if we still would want to maintain it based on what Dr Ayine has said, we could delete “and may extend it” so that it reads:
“(3) The Court may, on the application of the admini- strator, extend the period of twenty-one days within which notice of termination is given on terms that the Court considers appropriate.”
Question put and amendment agreed to.
Mr First Deputy Speaker 12:43 p.m.
I would put the Question on clause 13 again.
Clause 13 as amended ordered to stand part of the Bill.
Mr First Deputy Speaker 12:43 p.m.
Now we would continue with clause 15.
Hon Chairman?
Clause 15 -- Effect on transfer of shares
Mr Banda 12:43 p.m.
Mr Speaker, I beg to move, clause 15, subclause (3), paragraph (a), lines 3 and 4, delete “for an unreasonable period of time” and insert “within fourteen days”.
Mr Speaker, the new rendition would read 12:43 p.m.
“(3) The Court may make an order for:
(a) the transfer of a share of a company in administration where the consent of the administrator has been sought and the admini- stered has refused or failed to respond within fourteen days.”
Mr Agbodza 12:43 p.m.
Mr Speaker, it would be helpful if the Hon Chairman could guide us why it should be 14
days because this is a company that is in administration. Probably, the administrator needs to look into the books properly to find out what has gone wrong, and if an application is made, are we saying within 14 days of an attempt to transfer a share, if the administrator fails, the Court must make an order? Could the Hon Chairman tell us why this short period of time since I consider this to be very critical? Companies do not go into administration lightly. Why is it 14 days and not more than that?
Mr Banda 12:43 p.m.
Mr Speaker, the whole of clause 15 deals with effects on transfer of shares. All the administrator is required to do, under the circumstance, is to give a response. I do not think, given the exigency of time, the administrator should need unreasonable time or more than 14 days in responding to a request. So it is proper and appropriate for the administrator to make up his mind and decide within the period we are proposing.
Mr Speaker, this explains why we are saying that the 14 days limitation period we are giving to the administrator is adequate for the administrator to make up his or her mind.
Mr First Deputy Speaker 12:43 p.m.
The administrator is to respond. So he could say “could you give me another month”? And this is a response. It is when you do not hear from him at all within 14 days. I think it is fair.
Yes, Hon Ranking Member?
Alhaji I.A.B. Fuseini 12:43 p.m.
Mr Speaker, it is fair because “unreasonable delay” has been interpreted in the Courts to depend on the nature of the trade or activity concerned. In this particular case, we know the nature of the trade.
Yes, Hon Member for Ho Central?
Mr Kpodo 12:43 p.m.
Mr Speaker, the Hon Chairman appears to have simplified the issue so much, thinking that 14 days is enough. Sometimes there are a lot to be done, investigating the circumstances of that particular shareholding. There is a transfer from somewhere to another person and the administrator would have to go through all of that. In my view, 14 days is too short. [Interruption]
Mr Speaker, when you put the number of days in the law, it puts the person under pressure. Instead of writing to be given another week or two, he is forced to take a decision, and the decision could be wrong. So I think one more week would be good enough for the administrator to do
thorough work before responding. So I urge the Hon Chairman to change the 14 days to 21 days.
Mr Kyei-Mensah-Bonsu 12:53 p.m.
Mr Speaker, I believe that, even though the principle he is espousing is good, Hon Kpodo did not really follow the rationale for that provision.
It only provides that once a request is made to the administrator, he or she must tell the person making the request that yes, I have seen your request, but I am still investigating one, two or three things in the company and so hold on, you would not be allowed to transfer.
That is a response. So he could tell the person to hold on for a month or two months, but he has 14 days within which to respond to the person who has made the request. If he does not do so, that is what Hon Alhaji Fuseini -- [Interruption] -- Can I finish? - - [Laughter] -- That is why I have asked him to remain firm because he was there when it was agreed to and I do not see why he keeps changing positions as fast as --
Mr Speaker, the point is that, when a person makes a request to transfer a share, it goes to the administrator.
Mr First Deputy Speaker 12:53 p.m.
Hon Leader, he did not speak to the microphone so --
Alhaji I.A.B. Fuseini 12:53 p.m.
Mr Speaker, the 14 days is enough. Clause 15(3) does not talk about the refusal. The last paragraph of that talks about condition precedent to the making of the order. The person must have applied to the administrator for he or she to refuse and the Court makes an order. For instance, when the order was made, the administrator should transfer the shares within 14 days -- [Hon Member: No!] -- That is it.
“The Court may make an order for:
(a) the transfer of a share in the company in administration where the consent of the administrator has being
sought and the administrator has refused or failed to respond…”
“Where” that is the condition precedent -- [Interruption] -- No! The 14 days is within.
Mr First Deputy Speaker 12:53 p.m.
Where he has failed to respond within 14 days.
Alhaji I.AB. Fuseini 12:53 p.m.
Alright.
Mr Chireh 12:53 p.m.
Mr Speaker, I have asked him to stop because he said it is condition precedent and that it is only after the 14 days that the Court can do so. It is not for the share to be transferred.
Mr Kpodo 12:53 p.m.
Mr Speaker, 14 days is even ambiguous. Is it 14 working days or 14 ordinary days? Even if it is --
-- [Interruption] --
Mr First Deputy Speaker 12:53 p.m.
Hon Kpodo, let Hon Dr Ayine guide you to the Interpretations Act which shows what “14 days” means.
Alhaji I.A.B. Fuseini 12:53 p.m.
Mr Speaker, the explanation given by the Hon Majority Leader has brought out the interpretation problem.
One, so when the Court makes an order, how many days has the administrator got to carry it out? -- [Interruption] -- I am just asking. We should read this provision carefully; it has two interpretations. The first one as my Hon Colleagues have argued, is that, the application for the transfer of shares to the administrator by a person and the failure of the administrator to transfer the shares should be within 14 days. [Interruption]
Mr First Deputy Speaker 12:53 p.m.
That is rather a farfetched interpretation. [Laughter] -- If we have no disagreement on the 14 days, shall we proceed?
Mr Chireh 12:53 p.m.
Mr Speaker, the interpretation he has given is wrong.
Mr First Deputy Speaker 12:53 p.m.
I know.
Mr Chireh 12:53 p.m.
So he should abandon it.
Mr First Deputy Speaker 12:53 p.m.
Yes, he has abandoned it.
Question put and amendment agreed to.
Clause 15 as amended ordered to stand part of the Bill.
Clause 16 -- Investigation of affairs of company
Mr Banda 12:53 p.m.
Mr Speaker, there is one proposed amendment. With your permission, may I reword clause 16 to start with the subject and end with the predicate?
“The Administrator shall, within twenty-one days after the administration of a company begins --
(a) Investigate the business, property, affairs….”
Mr Speaker, we seek to achieve two results 12:53 p.m.
One is to begin with the subject, which is “the administrator” and then the second is to have quite certainty with respect to time within which the set of functions shall be performed.
Mr First Deputy Speaker 12:53 p.m.
Kindly repeat it for the records to be clear.
Mr Banda 12:53 p.m.
Mr Speaker,
“The administrator shall, within twenty-one days after the administration of a company begins --
(a)investigate the business, property, affairs and financial circumstance of the company
…”
Mr Kpodo 12:53 p.m.
Mr Speaker, I would want to chip in something small. Instead of “begin”, I would propose “commence”.
Mr First Deputy Speaker 12:53 p.m.
Yes, Hon Chairman, the Hon Member wants you to change “begins” to “commence”.
Mr Banda 12:53 p.m.
Mr Speaker, what is the difference between “begins” and “commences”? Are they not the same?
Mr First Deputy Speaker 12:53 p.m.
The value is the same -- Is “commence” more elegant? [Laughter] -- That was the Hon Member for Sefwi Wiawso who spoke and I only repeated it. We say: “At the Commencement of Public Business” -- [Laughter] -- we can also say: “At the beginning of Public Business”.
Question put and the amendment agreed to.
Clause 16 as amended ordered to stand part of the Bill.
Clause 17 -- Statement of directors.
Mr First Deputy Speaker 1:03 a.m.
Yes, Hon Chairman, amendment proposed.
Mr Banda 1:03 a.m.
Mr Speaker, I beg to move, clause 17, subclause (1), delete and insert the following:
“After the appointment of an administrator, the directors shall, within seven days, submit to the administrator, financial state- ments in relation to the company, including
(a) statement of financial position;
(b) statement of compre- hensive income;
(c) statement of changes in equity;
(d) statement of cash flows; and
(e) description of significant accounting policies, and explanatory notes to the financial statement pre- pared in compliance with International Financial Reporting Standards approved or adopted by the Institute of Chartered Accountants, or any other standards approved or adopted by the Institute.”
Mr Speaker, with your leave, I beg to move for a little amendment to this one. With respect to the preambular, I beg to move that it begins with
“the directors shall within seven days, after the appointment of an administrator, submit to the administrator, financial statements in relation to the company, including…”
The rest would then follow, instead of beginning with what we have on
the Order Paper which says: “After the appointment of an admini- strator…” I think that it should begin with the subject, which is “the directors.” It is more elegant and more appropriate.
Dr Ayine 1:03 a.m.
Mr Speaker, I agree with the Hon Chairman's amendment, except that with respect to paragraph (b), I would propose this rendition: “comprehensive income statement,” rather than “statement of compre- hensive income”.
Mr Kpodo 1:03 a.m.
Mr Speaker, I think that paragraph (b) as is rendered is correct according to the International Financial Reporting Standard (IFRS).
Mr First Deputy Speaker 1:03 a.m.
Which one is the correct one? Is it the -- ?
Mr Kpodo 1:03 a.m.
Mr Speaker, this is on the proposed amendment, which is “statement of comprehensive income”.
Mr First Deputy Speaker 1:03 a.m.
Very well.
So the phrase: “statement of comprehensive income” is what is already there, and you believe that is the appropriate one? So you are opposed to the change.
Very well.
Mr Kyei-Mensah-Bonsu 1:03 a.m.
Mr Speaker, I just conferred with the Hon Chairman of the Committee whether he would not prefer the use of “upon” to “after”. It could therefore be captured as:
“The directors shall upon the appointment of an administrator within seven days, submit to the administrator, financial statements…”
Mr Speaker, I think that the use of “upon” is better than the use of “after” in the context.
Mr First Deputy Speaker 1:03 a.m.
Hon Chairman, do you prefer the use of “upon” to the use of “after” or the other way round?
Mr Banda 1:03 a.m.
Mr Speaker, it seems to me that the use of the “upon” as being suggested by the Hon Majority Leader is more immediate than the use of “after”. If we put it as “after the appointment…” then would it be after a day or two days? However, if we use “upon,” then it would connote “with effect from the appointment of the administrator”. So I think that --
Mr First Deputy Speaker 1:03 a.m.
Very well.
So you should now read your final rendition for the record.
Mr Banda 1:03 a.m.
Mr Speaker, the new rendition would be: “The director shall within seven days, upon the appointment” --
Mr First Deputy Speaker 1:03 a.m.
I think the use of “after” is all right.
Mr Banda 1:03 a.m.
Mr Speaker, the Hon Majority Leader has therefore abandoned his amendment.
Mr Agbodza 1:03 a.m.
Mr Speaker, I am not an accountant, but I would want to find this out from my Hon Colleagues. Assuming that a company is really badly managed, could we use seven days to prepare a financial statement which encompasses all the things from paragraph (a) to paragraph (d)? Almost all the things there are probably components of a financial statement. Could seven days be sufficient for the preparation of a proper financial statement?
We assume that the company is now under administration. Why they are under administration could be as a result of bad accounting. We do not know that yet, but if we give them seven days, are they capable of producing a proper financial statement?
Mr First Deputy Speaker 1:03 a.m.
It is rather seven days to submit. It therefore presumes that there is something available.
Mr Agbodza 1:03 a.m.
Mr Speaker, it presumes that something is available, and that is why I seek to ask my Hon Colleagues that assuming that a company is so badly managed that even their financial statement is not fit for purposes, can they do that within seven days and produce a document that is good enough for the administrator to use?
Mr Banda 1:03 a.m.
Mr Speaker, there is a period of time for the provision of an extension of time if the directors think that they cannot comply within seven days.
Mr Kpodo 1:03 a.m.
Mr Speaker, it appears that just preparing the financial statement as listed there is left to the discretion of the directors, regarding this content.
Normally, when we want to submit a proper statement of account, it should be audited. So I do not know whether they are just writing anything or the statement reached them for it to be audited within the seven days period before it was submitted to the -- it may not be authentic if they just write any list of items there. So we should address that issue of whether
it should be audited or whether it should just be a director's report which is not audited.
Mr First Deputy Speaker 1:03 a.m.
Hon Members, at this stage, I think they are asking the person to give whatever is available to the administrator. If the administrator receives it, then he would determine whether they should be submitted to the auditors or not. But if we are to say that they should first submit it to the auditor before they bring it back to the directors, then the existing director has no control.
Mr Kpodo 1:03 a.m.
Mr Speaker, I think that in order that the statement may be useful to the administrator, he the administrator can cause an audit to be carried out on the statement. If we would want to enhance the provision, then we may have to add that the administrator, after he has received the statement given to him by the directors may cause an audit of such a statement to be conducted. Then we would make the financial statement qualitative for the work of the administrator.
Mr First Deputy Speaker 1:03 a.m.
Hon Chairman of the Committee, I still think that I should put the Question on this one. What is being suggested is something in the future. If we look at clauses 18 and 19, they suggest something else. They are told to report to the Registrar of Companies. It only
Mr First Deputy Speaker 1:03 a.m.
Hon Members, we would move on to the item numbered (xv), by the Hon Chairman of the Committee.
Mr Banda 1:03 a.m.
Mr Speaker, I beg to move, subclause (2), line 2, at end, add “for a further seven days”.
Mr Speaker, I would want to seek your leave to proffer an amendment by the insertion of “period of” in between “further” and “seven”.
Mr Speaker, therefore, the new rendition would read 1:03 a.m.
“…for a further period of seven days,” instead of “for a further seven days.”
Mr Speaker, subclause (2) would therefore read 1:03 a.m.
“The administrator may extend the time for compliance with subsection (1) for a further period of seven days.”
Question put and amendment agreed to.
Mr Kpodo 1:13 a.m.
Mr Speaker, I would like to ask the Hon Chairman to add one more clause to clause 17, after the submission of the financial statement, the administrator shall cause an audit to be conducted on the financial statement so submitted by the directors.
Mr Chireh 1:13 a.m.
Mr Speaker, I think that earlier in clause 10, we were asking the administrator to investigate and the investigation would necessarily involve the audit. Mr Speaker, but that is part of the administrator's functions if he wants to audit anything. I do not think that this is the appropriate clause that should command that again.
Mr Speaker, this one deals completely with a different thing; a submission of financial statement. But after that, whatever he does, there must be a reason why the financial
statement is submitted to him. If they do, we cannot ask that after here, he should cause an audit to be carried out. It is a different context all together.
Mr First Deputy Speaker 1:13 a.m.
Yes, Hon Chairman, the proposal was to you to add, do you wish to add that?
Mr Banda 1:13 a.m.
Mr Speaker, this is not one of the advertised proposed amendments. Besides, this is an amendment the Hon Kpodo is proposing which may change the course of the provisions. So if he wants this amendment considered, he should table it so that we could debate. Otherwise, we should leave clause 17 as it is without any addition.
Mr Speaker, except to plead that I would like to insert “financial” in subclause (3) so that subclause (3) would read:
“The administrator shall table the financial statement”.
Mr Speaker, we are talking about the financial statement which is well captured in the antecedent clause.
Mr First Deputy Speaker 1:13 a.m.
Hon Chairman, clause 17 is just saying that “statement of directors”. Unless you want to amend that. It says and I beg to quote:
“Within seven days after the appointment of an administrator, the directors shall submit to the administrator a statement on the business property, affairs and financial circumstances of the company”.
Has that been changed?
Mr Banda 1:13 a.m.
Mr Speaker, no, under the item listed as (xiv), that is clause 17, in the new subclause that we are seeking to add, you would realise in the preamble that the directors shall submit a financial statement. It is a financial statement; it is not a mere statement so it is on the basis of this that I am seeking to amend --
Mr First Deputy Speaker 1:13 a.m.
So I will put the Question on the proposed amendment on clause 17(3). Hon Kpodo, I will hear you after that.
Question put and amendment --
rose
Mr First Deputy Speaker 1:13 a.m.
Yes, Hon Majority Leader?
Mr Kyei-Mensah-Bonsu 1:13 a.m.
Mr Speaker, I was just asking my Hon Colleague why we restrict ourselves to financial statement? The statement
Mr Chireh 1:13 a.m.
Mr Speaker, I think that once we are going to read the whole clause as one, we do not need to put “financial” before “statement”. Otherwise, when we get to subclause (4), we are going to add “financial statement” there, but because of what the Hon Majority Leader is saying, we have listed the statement to include these. So it is understood that when we are talking about this, it refers to what we have done in subclause (1).
Mr Kpodo 1:13 a.m.
Mr Speaker, the Hon Chairman's position is correct because all those items listed in the amended clause 17, from paragraph
(a) to (e) constitute financial statement. So, it is not just that he is referring to (a), statement of financial position. No, he is referring to the total financial statement which comprises all of paragraph (a) to (e). And they are referred to as financial statement.
Mr Speaker, the only thing I would add to his is that in subclause (3), he is talking about “the administrator shall table the financial statement”. There is no “s” at the end so he should add “s” to read financial statements which comprises all of those listed, then we are good to go.
Mr Kyei-Mensah-Bonsu 1:13 a.m.
Mr Speaker, the Chairman said that we should insert ‘financial' before statement. If it had been statements, that would have been reflective of the amendment proposed. So in that regard, I think I dropped my opposition. It should rather read, “financial statements” and that would capture the entity of the package listed in the new clause 17.
Mr First Deputy Speaker 1:13 a.m.
Very well, the proposed amendment is to insert “financial statements” after “the” and delete the statement there so that it would read:
“The administrator shall table the financial statements of the directors…”
That is for subclause (3). Is it the same thing for subclause (4)?
Mr Banda 1:13 a.m.
Mr Speaker, except that in subclause 4, it is singular; we would not add “s” to the statement. So it would read:
“A director who fails to submit financial statement…”
Question put and amend agreed to.
Mr First Deputy Speaker 1:13 a.m.
Now, I will put the Question on the entire clause 17.
rose
Mr Kpodo 1:23 p.m.
Mr Speaker, I think that the earlier point I raised about getting an authentic statement for the administrator is very relevant. The first one there, “statement of financial position” would refer to the assets or liabilities that the company has.
So, if the directors prepare an audited statement and they refer to only two buildings instead of about four, it means that they excluded some
items and that would mislead the administrator.
However, when auditors go through, they would be able to authenticate the figures. Over and understatements could occur both in the areas of assets and liabilities. The directors could decide to exclude their liabilities to the company because they also have liabilities and when they give out the statement and do not include those things, the administrator would be misled. That was why I suggested that the statements should be audited before the administrator could use them profitably.
Mr First Deputy Speaker 1:23 p.m.
Hon Chairman, the Hon Member has proposed that we should insert a clause to authorise the administrator to engage auditors.
Mr Banda 1:23 p.m.
Mr Speaker, I still stand by my previous submission that this is something which needs further consultation. So we cannot here and now --
Question put and amendment agreed to.
Clause 17 as amended ordered to stand part of the Bill.
Clause 18 ordered to stand part of the Bill.

Clause 19 -- Report by administrator
Mr Banda 1:23 p.m.
Mr Speaker, I beg to move, clause 19, subclause (2), paragraph (a), lines 3 and 4, delete “1963 (Act 179)'' and insert “2019 (Act 992)''.
Mr Speaker, “2019 (Act 992)'', is the new Companies Act and not “1963 (Act 179)''.
Question put and amendment agreed to.
Clause 19 as amended ordered to stand part of the Bill.
Clause 20 -- Administrator to call meetings of creditors
Mr First Deputy Speaker 1:23 p.m.
Item numbered (xvii) on the Order Paper?
Mr Banda 1:23 p.m.
Mr Speaker, I beg to move, clause 20, subclause (7), paragraph (b), subparagraph (i), lines (1) and (2), delete “and residential addresses'' and insert “or residential digital address''.
Mr Speaker, the new rendition would read 1:23 p.m.
“(b) state
(a) the postal, electronic mail, business or residential digital address of the administrator''.
Mr First Deputy Speaker 1:23 p.m.
Should it be “residential digital address'' or “digital residential address''?
Mr Banda 1:23 p.m.
Mr Speaker, it is the “address'', which is being qualified by the “digital'' and not the “residential''. So it should be “residential digital address''.
Mr Kpodo 1:23 p.m.
Mr Speaker, the original rendition is more preferable to this proposed one. Residencies could be described through several means either by street names, house numbers or digital addresses. They could all be useful or required but when it is limited to “digital address'' alone, it would exclude - why do we not leave it at “residential addresses'' so that any other form to identify that particular residence could be added to it?
Mr Agbodza 1:23 p.m.
Mr Speaker, I am sure there are so many properties in this country that cannot be located conveniently on the digital address which is not by the fault of the owners but because --
Mr First Deputy Speaker 1:23 p.m.
Hon Member, are you sure?
Mr Agbodza 1:23 p.m.
Yes, Mr Speaker.
Mr First Deputy Speaker 1:23 p.m.
How sure are you?
Mr Agbodza 1:23 p.m.
Mr Speaker, tailored communication connectivity is needed in an area for one to be able to have Google to pinpoint where the person is. Eventually we should be able to do it, but where we are today, some properties may not be able to.
For a fact, I could confirm that it was only few months ago that I was able to generate my own digital address because of unavailability of mobile network. So let us make sure we do this to incorporate every possible way to capture addresses. The GPRS address could be available but we should provide for other means to identify residential properties like the Hon Member said.
Mr First Deputy Speaker 1:23 p.m.
Hon Chairman, I am waiting on you. They have proposed that we should maintain what is in the original rendition. So those who cannot take the digital one can give the house number, like my own. My house number in Bekwai, which is TF 26, would give --
Mr Banda 1:23 p.m.
Mr Speaker, the essence of this proposed amendment is to lay much emphasis on “digital'' but if we still want to maintain what
the Hon Member for Ho Central, Mr Kpodo, proposed, we could still include “a digital''. So that it would read:
“(b) state
(a) the postal, electronic mail, business and residential addresses including the digital address of the administrator''.
So that it would capture --
Mr First Deputy Speaker 1:23 p.m.
Or define “residential address'' to include “digital'' at the “Interpretation'' column.
Mr Banda 1:23 p.m.
Mr Speaker, that is also another way to capture it. Whichever way we think would be more elegant is fine.
Mr First Deputy Speaker 1:23 p.m.
So make up your mind and let me put the question.
Mr Banda 1:23 p.m.
Mr Speaker, we could maintain it but as you suggested, in the “Interpretation'' column, we could define “residential address'' to include ‘digital addresses'.
Mr Chireh 1:23 p.m.
Mr Speaker, from the experience of the recently -- launched digital address system, there could be
Mr First Deputy Speaker 1:23 p.m.
Hon Members, is that the case?
Dr Ayine 1:23 p.m.
Mr Speaker, a residential address can either be digital or non-digital. So where we have
‘TF-6 Bechem', that is someone's house number and it is non-digital. However, one can generate that same address on the digital platform and then use it for purposes of locating one's house.
So if we are struggling with both, I think that we should rather leave the drafting as it is now and define “residential address” in the interpretation to include “digital address”. I think that is neater than the proposals being made by the Hon Member for Wa West.
Mr Kyei-Mensah-Bonsu 1:23 p.m.
Mr Speaker, except to observe that a digital address system may not cover only residential facilities. It may also cover office facilities and so we cannot just say that residential address includes digital. Business addresses could also be located on digital platforms.
Mr Agbodza 1:23 p.m.
Mr Speaker, practically, I think what you proposed and the Hon Chairman agreed to, will be more helpful.
Currently, there could be a building with 50 companies located in there. The system we have in terms of the digital addressing system would not easily tell you which particular business is located on the 16th floor somewhere. We will eventually get
there where we can accurately do that. I think that when we do the interpretation of what an address is, in the interpretation part, we can consider all these things and we will be covered.
Mr Speaker, so the Hon Chairman can drop the amendment and we rather go to the interpretation and then define it.
Mr First Deputy Speaker 1:23 p.m.
Hon Chairman, now, your last word.
Mr Banda 1:23 p.m.
Mr Speaker, my last word is that I would abandon the proposed amendment, but I plead that “residential address” be interpreted.
Mr First Deputy Speaker 1:23 p.m.
Hon Chairman, it is “residential and business addresses”.
Mr Banda 1:23 p.m.
Mr Speaker, yes. It should be interpreted to include “digital address”.
Mr First Deputy Speaker 1:23 p.m.
Clause 20(7), captured as (xvii) and (xviii) are the same things, right?
Mr Banda 1:23 p.m.
Mr Speaker, yes.
Mr First Deputy Speaker 1:23 p.m.
Very well.
Mr Banda 1:23 p.m.
Mr Speaker, I beg to move, clause 20, subclause (8), line 2, delete “may in the discretion of the administrator” and insert “shall within fourteen days” and in lines 3 and 4, delete “but shall specify a time that is reasonably practicable in the circumstance”.
Mr Speaker, we want to have certainty with respect to time that is why we are making this proposed amendment. So it will read:
“For the purpose of sub- paragraph (iii) of paragraph (b) of sub-section (7), the administrator shall within fourteen days determine the time for receipts of an objection”.
Dr Ayine 1:23 p.m.
Mr Speaker, when we use the word “may”, we are already conferring discretion and then we say, in the phrase:
“the administrator may in the discretion of the administrator”.
Mr Speaker, is that not repetitive?
[Interruption] --
Mr Banda 1:33 p.m.
Mr Speaker, there is a little grammatical problem with respect to clause 20(2). I would like to read for us to examine it well.
“At a meeting of creditors or class of creditors held, a resolution shall be adopted if the resolution is supported by the votes of at least fifty-one per cent of the value of the debt
…”
Mr Speaker, this is where I have a problem. A resolution is not supported by the value of a debt but it is rather supported by human beings.
I think that the resolution should rather be supported by the votes of creditors with at least, 51 per cent of the value of the debt but not to be supported by the votes of at least, 51 per cent of the value of the debt.
Mr First Deputy Speaker 1:33 p.m.
Hon Member, you used “shares” but we are not talking about shareholders here. We are talking about creditors and so their value will not be in terms of shares. It is in terms of how much one owes another and if we put all
the people whose debts together consumed 51 per cent or more then
-- 1:33 p.m.
Mr Banda 1:33 p.m.
Mr Speaker, what I am saying is, and as you rightly explained, we want to have creditors whose value of debt owed by the company will be at least 51 per cent. That is the intendment of the provision. However, this provision is making reference to the votes of the creditors but not the votes of the value of the debts.
Mr First Deputy Speaker 1:33 p.m.
Hon Chairman, if you read to the end of clause 20(2), it says; “voting in person”.
Mr Banda 1:33 p.m.
Mr Speaker, yes, I have seen that. However, my worry first of all, has to do with the use of the word “votes” and the impression being created that the vote is rather being supported by 51 per cent of the value of the debt.
I thought that the vote should rather be supported by the creditors with at least, 51 per cent of the value of the debt. I thought it should rather be the other way round and not votes being supported by debts. Votes are not supported by debts but by human beings. In this particular case, the
creditors would either vote in person or by proxy or by post.
Mr Chireh 1:43 p.m.
Mr Speaker, who are those to vote? They are the creditors. So when they vote and we get 51 per cent, it is the value of what they claimed they are entitled to on the vote and that is what we are looking at. This is because if 10 creditors whose value of what the company owes them is less than 51 per cent, then they cannot have the case. So it is still the value of what they are worth or what they claim from the company. So this provision is correct as it is.
Mr Agbodza 1:43 p.m.
Mr Speaker, I would want the Hon Chairman to consider dropping this proposed amendment because there could be a company where 10 people have value in it, but only two can own 60 per cent of that. By this, we are saying that the remaining eight who would maybe own 40 per cent, cannot take a vote or binding decision on those who own 60 per cent.
I think that the rendition here is appropriate.
Mr Kyei-Mensah-Bonsu 1:43 p.m.
Mr Speaker, I agree with the Hon Chairman, but there is a little problem
with how it has been captured and I think that a better rendition should read:
“At a meeting of creditors or class of creditors held, a resolution shall be adopted if the resolution is supported by the votes of creditors or class of creditors voting in person, or by proxy vote or by postal vote with at least fifty-one per cent of the value of the debt owed”.
Mr Speaker, this is how it should read.
Mr First Deputy Speaker 1:43 p.m.
I am now confused but I think that the proposed amendment by the Hon Chairman was clearer, where he proposed the vote. Hon Leader, I am confused with your rearrangement.
Mr Kyei-Mensah-Bonsu 1:43 p.m.
Mr Speaker, it is the same sentence that we have to rearrange to read:
“At a meeting of creditors or class of creditors held, a resolution shall be adopted if the resolution is supported by the votes of creditors or class of creditors voting in person, or by proxy vote or by postal vote with at least fifty-one per cent of the value of the debt owed.”
Mr Banda 1:43 p.m.
Mr Speaker, they have brought a proposed amendment which is not materially different from what the Hon Leader has proposed, except that there is a little amendment to it.
It reads:
“At a meeting of creditors or class of creditors held, a resolution shall be adopted if the resolution is supported by the votes of creditors or class of creditors holding at least fifty- one per cent of the value of the debt owed to the creditors or class of creditors voting in person, or by proxy vote or postal vote.”
Mr First Deputy Speaker 1:43 p.m.
I would put the Question.
Question put and amendment agreed to.
Clause 20 as amended ordered to stand part of the Bill.
Clause 21 -- First meeting of creditors
Mr First Deputy Speaker 1:43 p.m.
It is 10 minutes to 2.00 p.m. and I intend to close at 2.00 p.m. so maybe we can finish at --

Very well, Hon Chairman?
Mr Banda 1:43 p.m.
Mr Speaker, I beg to move, clause 21, subclause (3), paragraph (a), delete and insert the following:
“giving written notice of the meeting to the creditors on record of the company.”
Mr Kpodo 1:43 p.m.
Mr Speaker, this is not very clear. Is it referring to the people or the organisation to which the company has liability? Mr Speaker, does the Hon Chairman seek to say “on the records of the company” or “on record of the company”?
Mr Banda 1:43 p.m.
Mr Speaker, it refers to creditors on record of the company, that is the names of creditors that the company has in its books.
Mr First Deputy Speaker 1:43 p.m.
In that case, can we introduce a “comma” to read “giving written
notice of the meeting to the creditors on record of the company”?
Will that make a difference?
Mr Banda 1:43 p.m.
Probably, it would make it clearer.
Mr First Deputy Speaker 1:43 p.m.
Very well.
Question put and amendment agreed to.
Mr First Deputy Speaker 1:43 p.m.
Item numbered (xxi).
Mr Banda 1:43 p.m.
Mr Speaker, I beg to move, clause 21 subclause (3), paragraph (b), line 3, at end, add “published in the Republic”.

So I beg to abandon the proposed amendment.
Mr First Deputy Speaker 1:43 p.m.
I recall how long it took us before we finally gave up on that. Very well.
Mr First Deputy Speaker 1:43 p.m.
Item numbered (xxii).
Hon Majority Leader?
Mr Kyei-Mensah-Bonsu 1:43 p.m.
Mr Speaker, with the introduction of the creditors on record, I want to believe that the main creditors who are recognised by the company - However, why do we introduce it just here? This is because in clause 20, the administrator is calling for a meeting of creditors, so is it not the same creditors that the administrator is calling?
So why are we introducing it midstream in clause 21, when we have the administrator calling a meeting of creditors? Are they also to be described as creditors of record? If that is the case then we would have to go the whole hulk and be consistent because we cannot introduce it midstream.
Mr First Deputy Speaker 1:43 p.m.
Hon Majority Leader, I do not understand you.
Mr Kyei-Mensah-Bonsu 1:43 p.m.
Mr Speaker, I am saying that they are introducing a new terminology, that is, “first meeting of creditors” and the administrator is calling the first meeting of creditors on record in clause 21.
Mr Speaker, if you go to clause 20, which we dealt with earlier, the administrator has called for the first meeting of creditors. I would want to believe that it is the same creditors that he is calling. There are also creditors on record who are the same creditors. I am asking why he is introducing that qualification “mainstream”?. If the creditors are the creditors recognised by the company, we should go the whole hulk and describe them as such.
Mr First Deputy Speaker 1:43 p.m.
So you are suggesting that we should go back to clause 20 and add “on record” to the meeting of first creditors?
Mr Kyei-Mensah-Bonsu 1:43 p.m.
Otherwise, we abandon it.
Mr Banda 1:43 p.m.
Mr Speaker, we could conveniently delete “on record” if we want to be consistent and the provision would still make sense because “creditors on record” simply means that creditors who are known
in the books of a company or recognised by the company. In order not to create inconsistency with respect to the antecedent provision, we could delete “on record” and still maintain the provision as it is, and it would still make sense.
Mr First Deputy Speaker 1:43 p.m.
Very well. So what is the rendition; delete “on record”?
We would leave that to the draftspersons to consider and use the appropriate description of the creditors.
Hon Chairman you are to take the last proposed amendment to clause
21.
Mr Banda 1:43 p.m.
Mr Speaker, I beg to move, clause 21, subclause (5), line 1, after “creditors”, insert “referred to in paragraph (b) of subsection (2) of section 7.
Question put and amendment agreed to.
Clause 21 as amended ordered to stand part of the Bill.
Mr First Deputy Speaker 1:43 p.m.
Hon Members, we would suspend Sitting and resume at 4.30 p.m.
  • [MR SECOND DEPUTY SPEAKER IN THE CHAIR.]
    • Mr Second Deputy Speakers 1:43 p.m.
    Hon Members, welcome back from the break. We have to get back to Business, and I would ask the Hon Majority Leader for guidance.
    Mr Kyei-Mensah-Bonsu 1:43 p.m.
    Mr Speaker, as you are aware, we had to take the suspension in order for the Leadership to have a meeting with the President, and of course we also needed some time to refill. The meeting is over, so we are here to continue with the consideration of the Corporate Insolvency Bill, 2019. We have indications that some Papers are migrating towards Parliament, and if they come, we would take them, but if they do not, we would deal with what is before us. At the appropriate time we would take an adjournment.
    Mr Second Deputy Speaker 1:43 p.m.
    Hon Chairman, where are we?
    Mr Banda 1:43 p.m.
    Mr Speaker, we are at clause 22; that is on page 9 of the Order Paper.
    BILLS - CONSIDERATION 1:43 p.m.
    STAGE 1:43 p.m.
    Mr Banda 1:43 p.m.
    Mr Speaker, I beg to move, clause 22, subclause (1), opening phrase, line 2, delete “are to” and insert “include”.
    Mr Speaker, it would then read 1:43 p.m.
    “The functions of the committee of creditors of a company in administration include…”
    Mr Speaker, we would want to make “the functions” open, but not limited to what have been listed under paragraphs (a) and (b).
    Question put and amendment agreed to.
    Mr Banda 1:43 p.m.
    Mr Speaker, I beg to move, clause 22, subclause (1), paragraph (a), line 1, delete “advise” and insert “advising”.
    Mr Second Deputy Speaker 1:43 p.m.
    Hon Chairman, you know legal drafting, and it cannot be “advising”.
    Mr Kyei-Mensah-Bonsu 1:43 p.m.
    Mr Speaker, either of them is right. If we say;
    “The functions of the committee of creditors of a company in administration include advising the administrator or to advise the administrator”.
    Mr Speaker, either of them is right, but “to advise” is much more elegant. So I guess that would be a better option. It also includes “to receive and consider reports”.
    Mr Banda 1:43 p.m.
    Mr Speaker, I would go with the latter rendition of the Hon Majority Leader. That is, “include to”, then we would bring the preposition after “include”.
    Question put and amendment agreed to.
    Mr Second Deputy Speaker 1:43 p.m.
    Table Office, take note that it is the word “advise” that we have retained, and also the next proposed amendment is “to receive and consider”, but not “receiving and considering”.
    There is a further proposed amendment to clause 22 on page 10 of the Order Paper which also deals with the same clause 22. The Hon Chairman has --
    Mr Kyei-Mensah-Bonsu 1:43 p.m.
    Mr Speaker, I will hold the fort for him.
    Mr Speaker, I beg to move, clause 22, subclause (1), add the following new paragraph:
    “(c) approving the remuneration and other terms of engage- ment of the administrator”.
    Mr Speaker, I think in sync with the amendment that we have proffered, it should now read:
    “(e) to approve the remuneration and other terms of engage- ment of the administrator.”
    Question put and amendment agreed to.
    Clause 22 as amended ordered to stand part of the Bill.
    Clause 23 -- Membership of committee of creditors
    Mr Kyei-Mensah-Bonsu 5:26 p.m.
    Mr Speaker, before we go to clause 23,
    arising out of these considerations that we have done for clauses 21 and 22, it seems to me that we may have to have a second look at clause 21. We have to look at clause 21 (1) (a). It provides that, “the administrator shall call the first meeting of creditors to determine
    (a) whether to establish a committee of creditors”.
    Mr Speaker, I believe that the first meeting amongst other things would establish a committee of creditors. It would not lie with the meeting to determine whether to establish a committee. The reason is that if we look at clause 22, it goes on to establish the functions of the committee of creditors, which is now an integral part of the structures that we seek to establish.
    Clause 23 talks about the membership of the creditors. Clause 24 then deals with the watershed meeting. So it is important that the committee of creditors becomes an integral part of the structure that we seek to establish for the administration of the company that is in distress.
    So I think that we would have to tinker a little bit with clause 21 (1), such that in paragraph (a), it would read: “The administrator shall call the
    first meeting of creditors to establish a committee of creditors.”
    If we understand it the way that I have put it, then putting it correctly, we could then leave it to the draftspersons and the officers at the Table.
    Mr Second Deputy Speaker 5:26 p.m.
    Hon Majority Leader, you are very right.
    The issue of the establishment of those committees is not open to debate. It is a requirement of this law. So we should not put it as “whether to establish” because they have no option than to do so. Therefore to say that the administrator shall call the first meeting of creditors to determine in paragraph (a) whether to establish a committee of creditors; or in paragraph (b) whether to replace the administrator would be to open it up for a debate. It is a decision, so we would need to go back to clause 21 and reconsider it.
    So the proposed amendment to clause 21 from what the Hon Majority Leader has stated is to delete “determine” in subclause (1), and in subclause (1) (a) and (b), delete “whether to”. bSo it would be captured bas bfollows:
    Mr Shaibu Mahama 5:26 p.m.
    Mr Speaker, I think that subclause (1) (b) should not be further amended. I am fine with the amendment in paragraph (a), but paragraph (b) should not be further amended. This is because it establishes whether or not there is the need for a replacement of an administrator.
    Mr Second Deputy Speaker 5:26 p.m.
    So the issue of replacing the administrator is yet to be decided, so that one would be “whether to replace the administrator”?
    Hon Members, I would go over the rendition again. The new rendition is as follows:
    “The administrator shall call the first meeting of creditors to
    (a) establish a committee of creditors; or
    (b) replace the administrator where necessary”.
    Mr Kyei-Mensah-Bonsu 5:26 p.m.
    Mr Speaker, what we would have to do is to take the word “determine” from the opening phrase and bring it to begin paragraph (b).
    So it would read:
    “The administrator shall call the first meeting of creditors to
    (a) establish a committee of creditors where necessary ; or
    (b) determine whether to replace the administrator.”
    Mr Second Deputy Speaker 5:26 p.m.
    Hon Members, I think that the rendition is now clarified.
    Question put and amendment agreed to.
    Mr Second Deputy Speaker 5:26 p.m.
    I would now put the Question on clause 21, since we went back to it.
    Clause 21 as amended ordered to stand part of the Bill.
    Clause 23 -- Membership of committee of creditors
    Mr Banda 5:26 p.m.
    Mr Speaker, I beg to move, clause 23, subclause (1), paragraph (b), delete “general”. So paragraph (b) would read: “an agent
    of a creditor under a power of attorney” Simpliciter
    Question put and amendment agreed to.
    Mr Second Deputy Speaker 5:26 p.m.
    Hon Members, is there any further amendment to clause 23? If not, then I would put the Question.
    Clause 23 as amended ordered to stand part of the Bill.
    Clause 24 -- Watershed meeting
    Mr Banda 5:26 p.m.
    Mr Speaker, I beg to move, clause 24, subclause (1), line 1, delete “within” and insert “after”.
    Mr Speaker, the new rendition would therefore read 5:26 p.m.
    “The administrator shall convene a watershed meeting after the convening period.” We want to give the administrator enough time to be able to organise and put certain things in place before he or she continues with his work, and this can be done within the convening period. That is why we want the convening period to elapse, after which the watershed meeting would then be held.
    Question put and amendment agreed to.
    Mr Second Deputy Speaker 5:26 p.m.
    Hon Chairman, we have further proposed amendments to clause 24.
    Mr Banda 5:26 p.m.
    Mr Speaker, I would abandon clause 24, subclause (5), where we seek to insert “published in the republic”. The sentiment of the House is that we should not. [Laughter]
    Mr Second Deputy Speaker 5:36 p.m.
    Hon Chairman, the next proposed amendment, on clause 24; that is on subclause 7.
    Mr Banda 5:36 p.m.
    Mr Speaker, I beg to move, subclause 7, paragraph (a), subparagraph (i), lines 1 and 2, delete “circumstances of the company” and insert “statements of the company” pursuant to section (16).
    Mr Speaker, the new rendition would then read 5:36 p.m.
    “The notice required under subsection (5) shall be accom- panied with the business,
    Mr Second Deputy Speaker 5:36 p.m.
    Actually, that is what is captured on the Order Paper. It is only when we were trying to give the rendition that we deleted the “financial” but your amendment that is proposed on the Order Paper, is exactly in line with that.
    Question put and amendment agreed to.
    Mr Second Deputy Speaker 5:36 p.m.
    Yes, Hon Chairman, your next proposed amendment?
    Mr Banda 5:36 p.m.
    Mr Speaker, I beg to move, subclause 7, paragraph (b), subparagraph (iii), line 2, delete “private”.
    Mr Speaker, it would read 5:36 p.m.
    “Whether it would be in the interest of the creditors of the company to be placed in liquidation…”
    Question put and amendment agreed to.
    Mr Second Deputy Speaker 5:36 p.m.
    Hon Chairman, do you have any further proposed amendment to clause 24?
    Alhaji I.A.B. Fuseini 5:36 p.m.
    Mr Speaker, it is not advertised but it is in clause 24(2).
    Mr Speaker, I beg to seek to delete “periods” after “any” up to “extended”. This is because we have to deal with the “it” and substitute it with “extension of the period under subsection (3)” for the clause to read:
    “The convenient period is the period between the date of the appointment of the administrator and the 28th day after the date of the appointment and includes any extension of the period under subsection (3)”.
    Mr Second Deputy Speaker 5:36 p.m.
    Hon Members, I am sure you got the new rendition that has been proposed by the Ranking Member. Instead of “includes any period for which it is extended under subsection (3), he says it should rather say:
    “it includes any extension of the period as under subsection 3.
    Mr Banda 5:36 p.m.
    Mr Speaker, he captures the sense of the provision because the “it” there, refers to the convenient period. So if he says that “any extension period under subsection (3)”, this gives the Court the power to extend the convenient period so it would even make the meaning of clauses 23 and 24 together even clearer. Therefore, I support his proposed amendment.
    Question put and amendment agreed to.
    Mr Second Deputy Speaker 5:36 p.m.
    I proceed to put the Question on the whole of clause 24 —
    Mr Banda 5:36 p.m.
    Mr Speaker, this is not advertised but I would like to propose with your leave that subclause (8) be rather transferred immediately to after clause 24(1). The reason is that clause 24(1) talks about the convening of a watershed period. And clause 24(8) says:
    “The watershed meeting shall be held within seven days after the end of the convening period or
    extended convening period as the case may be”.
    Mr Speaker, I thought that once clause 24(1) introduces the convening of the watershed meeting, I think that the appropriate place for us to relocate subclause (8) is immediately after “clause 24(1) so that after reading clause 24(1), then it tells us the period within which the watershed meeting would be held.
    Mr Second Deputy Speaker 5:36 p.m.
    Hon Chairman, but the whole clause talks about the watershed meeting. Immediately after clause 24(8), you would see subsection (9) which also talks about the watershed meeting. So the whole clause deals with the watershed meeting.
    What I can do is to maybe, direct the draftsperson to look at the arrangement of that clause. So that we would not move a proposed amendment. I so direct.
    Table Office, have we put the Question on clause 24?
    Clause 24 as amended, ordered to stand part of the Bill.
    Mr Second Deputy Speaker 5:36 p.m.
    Clause 25?
    Mr Second Deputy Speaker 5:36 p.m.
    Hon Chairman, you have one proposed amendment.
    Mr Banda 5:36 p.m.
    Mr Speaker, it appears clause 25(2), paragraph (b) has been wrongly captured; it is rather paragraph (c). It is the opening phrase of (c) that contains the “it” so paragraph (c) of clause 25 (2) would read:
    “The passing of the resolution or the failure to pass the resolution”.
    Mr Speaker, this is because the “it” there refers to the resolution and we did not want to maintain the pronoun; that is why this proposed amendment is being proffered.
    Mr Speaker, so I seek your leave to amend paragraph(b) to read paragraph(c).
    Mr Second Deputy Speaker 5:46 p.m.
    Leave granted.
    Hon Members, the proposed amendment as captured in the Order Paper, has been amended by the Hon Chairman. Instead of paragraph (b),
    the reference should be to paragraph (c).
    Question put and amendment agreed to.
    Mr Kyei-Mensah-Bonsu 5:46 p.m.
    Mr Speaker, unfortunately, I have not discussed with the Hon Chairman. I should have discussed it with him but my attention was focused elsewhere. Clause 25(a) and (b) ought not to have been separated but now that there is a disjunct, we should tidy it up.
    (2) Where the court is satisfied that
    (a) a resolution at a meeting of creditors was passed, rejected or required to be decided by a casting vote''.
    Mr Speaker, these are three different scenarios. The resolution referred to in paragraph (a), would not have been passed, rejected or required to be decided by a casting vote. So because they present three different strands, we should, after “vote'', insert the words “as the case may be''.
    “…if the vote was cast by a particular related creditor…''
    Or
    “…if the votes cast by a particular related creditor was disregarded''.
    We need that phrase to sanitise it.
    Mr Second Deputy Speaker 5:46 p.m.
    Hon Chairman, even after that, you need to add “or'' because that would take us to paragraph (b). What do you say to the proposed amendment to clause 25(2)(a)?
    Mr Banda 5:46 p.m.
    Mr Speaker, I thought that the use of the comma which is immediately after “passed'', “rejected'' or “required'' would have achieved the same purpose.
    However, the insertion of the phrase which has been proposed by the Hon Majority Leader “as the case may be'', would still not detract from the meaning intended by the paragraph. I do not have any problem with his proposed amendment. We could adopt same.
    Mr Second Deputy Speaker 5:46 p.m.
    Hon Members, I am sure you got the proposed amendment?
    rose
    Mr Second Deputy Speaker 5:46 p.m.
    Yes, Hon Ras Mubarak?
    Mr Ras Mubarak 5:46 p.m.
    Mr Speaker, I thought the Hon Majority Leader's
    amendment made it untidy with a lot of words. This is because what is provided in clause 25(2)(a), has a lot of clarity. I do not know why he wants us to insert the words “as the case may be''.
    Mr Speaker, the leadership of the Majority should practice social distancing. I see the Hon Second Majority Whip, Mr Moses Anim seated too close to the Hon Chairman of the Committee -- too close for comfort [Laughter].
    Mr Kyei-Mensah-Bonsu 5:46 p.m.
    Mr Speaker, I am seated close to them as well and I have not heard any cough from either of them.
    [coughed]
    Mr Kyei-Mensah-Bonsu 5:46 p.m.
    Mr Speaker, this is a typical “Ayaricough'' from the Hon Member for Bawku Central, Mr Ayariga [Laughter].
    Mr Speaker, on a serious note, I said that there were three different scenarios that clause 25(2) painted. One is; “where the Court is satisfied that a resolution at a meeting of creditors was passed and the second one is; “a resolution at a meeting of creditors was rejected'' and the third one is, “a resolution at a meeting of creditors a resolution required to be decided by a casting vote''. In other
    Mr Second Deputy Speaker 5:46 p.m.
    Hon Members, it is a good proposal for us to add “as the case may be'', at the end of clause 25(2)(a). It could be “passed, rejected or required by a casting vote as the case may be'' or (b) a resolution referred to in paragraph ….'' then the rest would follow.
    Alhaji I.A.B. Fuseini 5:46 p.m.
    Mr Speaker, would we add “or'', after “vote'' in paragraph (a)? I thought that was a conjunct and not a disjunct.
    Mr Second Deputy Speaker 5:46 p.m.
    It cannot be a conjunct.
    Alhaji I.A.B. Fuseini 5:46 p.m.
    Mr Speaker, the “and'', in the last line of paragraph (b) also qualifies the “that one at the vote'' but because they did not want to bring “and'' and “and'' -
    - 5:46 p.m.
    Mr Second Deputy Speaker 5:46 p.m.
    It is either paragraph (a) or (b) and (c). This is because paragraph (a) deals with positive -- it is done and paragraph (b) deals with it is not --
    Alhaji I.A.B. Fuseini 5:46 p.m.
    Mr Speaker, let me make my point clear, so that we would get it right.
    “Where the Court is satisfied that
    (a) a resolution at a meeting of creditors was passed, rejected or required to be decided by a casting vote as the case may be and
    (b) the resolutions referred to in paragraph (a) would not have passed, rejected or required to be decided by a casting vote if the vote cast by a particular cre- ditor was disregarded''.
    So it is a conjunction. The resolution is required to be passed -- and it would not have passed.
    Mr Second Deputy Speaker 5:56 p.m.
    Hon Member, you are not reading it well. The paragraph (a) deals with a situation where the resolution is passed and paragraph (b) deals with a situation where the resolution should not have been passed. Or if one would want to use the word “reject”, it is dealing with a situation where a resolution has been rejected. Clause 25(2)(b) says; ‘a situation where the resolution would not have been rejected'.
    Alhaji I.A.B. Fuseini 5:56 p.m.
    Mr Speaker, I get your explanation. The provision is trying to deal with the three situations. One was the resolution passed, rejected, required to be passed by a casting vote?
    That resolution in paragraph (b) would not have passed, been rejected, nor been required by a casting vote if the vote of a particular creditor was not disregarded.
    So I am saying that because it is a continuation, they are setting the stage and continuing. It is not a disjoint. That resolution that was rejected in paragraph (a) would not have been rejected --
    Mr Second Deputy Speaker 5:56 p.m.
    Hon Member, your proposal is that it should not be “and”.
    Alhaji I.A.B. Fuseini 5:56 p.m.
    Mr Speaker, we should not add anything at the end of “casting vote” because the “and” in the last line of subclause (2)(b) qualifies paragraphs (a) and (b). They do not want to repeat it and that is why they placed it at paragraph (c).
    Mr Speaker, what I am saying is that I agree with the Hon Majority Leader's amendment as the case may be. However, I do not think that we need to introduce a disjoint after “casting vote”. I heard ‘or' and I do not think we need to introduce that there because at the end of paragraph (b) it qualifies the activity in paragraphs (a) and (b).
    Mr Second Deputy Speaker 5:56 p.m.
    I actually did not get you very well but let me listen to the Hon Majority Leader.
    Mr Kyei-Mensah-Bonsu 5:56 p.m.
    Mr Speaker, the Hon Member for Tamale Central is right. This is because I said that but for the fact that the subclause will be rendered too long, indeed, we do not strictly need to separate paragraphs (a) and (b). They are about the same thing; one is a continuation of the other. That is why when I started I made the point but we could leave it as it is and if we do so, we would not have to introduce ‘or'.
    Mr Second Deputy Speaker 5:56 p.m.
    Hon Members, the only thing that has been said is the deletion of the proposed ‘or' at the end of clause 25(2)(a).
    Question put and amendment agreed to.
    Clause 25 as amended ordered to stand part of the Bill.
    Clause 26 -- Pooled property owners
    Mr Banda 5:56 p.m.
    Mr Speaker, I beg to move, subclause (2), opening phrase, line 1, delete “Each” and insert “A”, and in line 2, delete “person” and insert “pooled property owner”.
    Mr Speaker, this will then read 5:56 p.m.
    “A pooled property owner is bound by a restructuring agreement as if the pooled property owner had voted in person of the resolution at the watershed meeting …”
    Mr Speaker, the “person” here refers to the pooled property owner. We wanted to achieve consistency and the use of ‘a' is better than the use of “each” as it finds expression in clause 26(2). That is the basis for amendment.
    Question put and amendment agreed to
    Mr Banda 5:56 p.m.
    Mr Speaker, I beg to move subclause (3), delete and insert the following:
    “A separate meeting of the pooled property owners is not necessary to vote on the resolution.”
    Mr Speaker, this is just to recraft what is in clause 26(3) in order to make it elegant.
    Question put and amendment agreed to.
    Mr Banda 6:06 p.m.
    Mr Speaker, I beg to move, subclause (5), paragraph (b), line 1, delete “seventy-five” and insert “fifty-one”
    Mr Speaker, this is in line with what we did in clause 20(2) where we at least put the simple majority at 51 per cent of the value of the debt.
    Question put and amendment agreed to.
    Clause 26 as amended ordered to stand part of the Bill.
    Mr Second Deputy Speaker 6:06 p.m.
    Hon Members, there is no advertised amendment to this clause so I would put the Question.
    Clause 27 ordered to stand part of the Bill.
    Clause 28 -- Decisions at watershed meeting.
    Mr Banda 6:06 p.m.
    Mr Speaker, I beg to move clause 28 subclause (2), line 2, delete “seventy-five” and insert “fifty- one” and also in line 3, delete “vote or by postal vote and” and insert “or postal vote”.
    Mr Speaker, I would seek your leave to further propose that line 1, after “if” delete “it” and insert “the resolution”.
    The new rendition would read: “The resolution shall be carried if the resolution is supported by the vote of at least fifty-one per cent of the creditors voting in person, or by proxy vote or postal vote.
    Question put and amendment agreed to.
    Clause 28 as amended ordered to stand part of the Bill.
    Clause 29 - Proposed agreement not fully approved.
    Mr Kyei-Mensah-Bonsu 6:06 p.m.
    Mr Speaker, just a minor observation to clause 20(2) and it is for the draftspersons to take note.
    Mr Speaker, this same construction of “voting in person, or by proxy vote or postal vote” is captured in clause 20(2) where I proffered a rearrangement. However, we retained “voting in person, or by proxy vote or by postal vote” so with what we have done, the draftspersons would have to do the changes in clause 20(2) to reflect what we have done under clause 28(2).
    It would just have to read “… by proxy vote or postal vote”.
    Mr Second Deputy Speaker 6:06 p.m.
    The Hon Majority Leader has drawn our attention to clause 20(2) which has already been agreed upon. But based on this new rendition, he has proposed that in clause 20(2), line 4, we should delete “by” after “or” in both cases. So it would now read “… in person or proxy vote or postal vote”.
    I would put the Question on clause 20 again.
    Question put and amendment agreed to.
    Clause 20 as amended ordered to stand part of the Bill.
    Mr Second Deputy Speaker 6:06 p.m.
    Hon Members, we would go back to clause 29.
    Mr Second Deputy Speaker 6:06 p.m.


    move clause 29, redraft as follows:

    “(1) The administrator shall inform the creditors at the watershed meeting, of

    (a) the right of the creditors to inspect and comment on the draft agreement;

    (b) the ultimate responsibility of the administrator for drafting the agreement; and

    (c) the fact that the executed agreement may differ from the draft.

    (2) At a watershed meeting, where the creditors resolve that the company executes a restruc-turing agreement, but the proposed agreement is not approved at the meeting, the administrator shall take steps set out in section 48.”

    Mr Speaker, however, it seems that the amendment has been numbered wrongly because the advertised 29(1) should rather be 29(2) just as the advertised 29(2) should be 29(1). Also, the proposed amendment in the Order Paper is not different from what is in the original Bill.
    Mr Second Deputy Speaker 6:16 p.m.
    Hon Chairman, your observation is correct with regard to both 29(1) and
    29(2).
    Mr Kyei-Mensah-Bonsu 6:16 p.m.
    Mr Speaker, I am just looking at the chronology and we said that what has been advertised as clause 29(2) in terms of chronology should be clause 29(1). Mr Speaker, that is the rearrangement. Secondly, with the advertised clause 29(2), we effected a few amendments to read:
    “(2) Where at a watershed meeting, the creditors resolve that the company executes a restructuring agreement, but the content of the proposed agreement is not fully accepted at the meeting, the administrator shall take steps set out in section 48.”
    Mr Speaker, this is what we agreed on and we also called for the deletion of the original subclause 2 (c) in the Bill but it has found expression in the advertised amendment.
    Mr Second Deputy Speaker 6:16 p.m.
    Hon Members, the intention of the amendment is to rearrange the clause so that subclause (2) becomes subclause (1) and vice versa, then we
    would be called upon to relook at the new proposed subclause (2) at page 12 of the Order Paper; it should read “At a watershed meeting” and not “At a water meeting,”. After that we are to delete “where” and at the beginning of line 3 of the same subclause, we add “content of the”, and in the last line, it should read “shall take steps as set out in section 48”.
    Mr S. Mahama 6:16 p.m.
    It is not fully approved.
    Mr Second Deputy Speaker 6:16 p.m.
    What does that mean?
    Mr S. Mahama 6:16 p.m.
    Mr Speaker, we take note that there could be partial approval of various resolutions. Here the intention is to say that it should be fully approved.
    Mr Second Deputy Speaker 6:16 p.m.
    I was trying to see the definition but did not get it. So the Committee is insisting that we put “fully approved at the meeting” instead.
    Hon Members, I am sure you got the sense of the amendments to clause 29? I would put the question.
    Question put and amendment agreed to.
    Clause 29 as amended ordered to stand part of the Bill.
    Clause 30 ordered to stand part of the Bill.
    Clause 31 -- Recovery of property
    Mr Banda 6:16 p.m.
    Mr Speaker, I beg to move, clause 31, subclause (1), line 2, delete “permission” and insert “leave”.
    Mr Speaker, the new rendition in the second line would read 6:16 p.m.
    “except with the leave of the Court take possession …”
    Mr Second Deputy Speaker 6:16 p.m.
    That is legal and straightforward. I would put the Question.
    Question put and amendment agreed to.
    Clause 31 as amended ordered to stand part of the Bill.
    Clause 32 -- Proceedings in Court
    Mr Banda 6:16 p.m.
    Mr Speaker, I beg to move, clause 32, line 3, delete “of its property” and insert “property of the company”.
    This is in line with the previous amendment we have already effected.
    Mr Second Deputy Speaker 6:16 p.m.
    This is a consequential amendment, and so I would put the question.
    Question put and amendment agreed to.
    Clause 32 as amended ordered to stand part of the Bill.
    Clause 33 ordered to stand part of the Bill.
    Clause 34 -- Duties of court officer in relation to property of company
    Mr Second Deputy Speaker 6:16 p.m.
    There are so many proposed amendments to clause 34; as many as 12, all coming from the Committee.
    Hon Chairman, move the proposed amendment.
    Mr Banda 6:16 p.m.
    Mr Speaker, I beg to move, clause 34, subclause (1), opening phrase, line 1, delete “court officer” and insert “officer of the court” and in line 3, delete “the court officer” and insert “an officer of the court”.
    Mr Speaker, this is a straight- forward proposed amendment.
    Mr Second Deputy Speaker 6:16 p.m.
    Hon Members, the proposed amendment is to delete “court officer” and insert “officer of the court”, and then delete “the court officer” and insert “an officer of the court” wherever it appears in the clause unless otherwise stated.
    Yes, Hon Ranking Member?
    Alhaji I.A.B. Fuseini 6:26 p.m.
    Mr Speaker, I agree with the amendment, except that I would want to do a small amendment to the last part, which is advertised on page 12 of the Order Paper. I would want to delete “an” and insert “the”. That is in tandem with the original rendition. What we seek to do is to express “court officer” in a way that makes it clear. So “court officer” is an officer of the court. Since it appears first:
    “34(1) Where the Registrar of the Court or any other officer of the court receives written notice that a company is in adminis- tration, the Registrar or the officer of the court shall not take any action…”
    And the “officer of the court” is the one referred to above.
    Mr Second Deputy Speaker 6:26 p.m.
    Yes, Hon Chairman, I think the Hon Ranking Member got it right. What do you say to that?
    Mr Banda 6:26 p.m.
    Mr Speaker, I also think so, because it follows from the preceding provision; more especially, line 1 where the “officer of the court” has already been referred to. So the subsequent language that is “the officer of the court” is in tandem with what has already been stated in the antecedent provision.
    Mr Second Deputy Speaker 6:26 p.m.
    So Hon Members, this proposed amendment takes care of the proposals of the Committee to amend clause 34 as captured in items listed as (xl), (xlv), (xlvii), (xlix) and ( l) which is on page 14 of the Order Paper.
    Question put and amendment agreed to.
    Mr Banda 6:26 p.m.
    Mr Speaker, I beg to move, subclause (1), paragraph (b), subparagraph (i), line 2, at end, add “where the sale has already taken place”.
    Mr Speaker, the new rendition would then read 6:26 p.m.
    “…pay to a person other than the administrator --
    (i) Proceeds of the sale of the property of the company under and execution process where the sale has already taken place.”
    Question put and amendment agreed to.
    Mr Banda 6:26 p.m.
    Mr Speaker, I beg to move, clause 34, subclause (1), paragraph (b), subparagraph (iii), line 1, delete “to avoid” and insert “in lieu of”.
    Mr Speaker, the new rendition would read 6:26 p.m.
    “Money in lieu of seizure or sale of property…”
    Question put and amendment agreed to.
    Mr Banda 6:26 p.m.
    Mr Speaker, I beg to move, clause 34, subclause (1), paragraph (c), line 1, delete “relation” to the attachment of a debt due to” and insert “respect of the attachment of a debt due.”
    Mr Speaker, the rendition would then read 6:26 p.m.
    “…take action in respect of the attachment of a debt due…”
    Question put and amendment agreed to.
    Mr Banda 6:26 p.m.
    Mr Speaker, I beg to move, clause 34, subclause (2), line 1, delete “court officer” and insert “officer of the court” and in line 2, delete “court officer due to” and insert “officer of the court as a result of”.
    Mr Speaker, the new rendition would read 6:26 p.m.
    “…pay to a person other than the administrator, money received as a result of the attachment of a debt due the company”.
    Question put and amendment agreed to.
    Mr Banda 6:26 p.m.
    Mr Speaker, I think you have already ordered that -- it is consequential.
    Mr Second Deputy Speaker 6:26 p.m.
    Sorry, I direct that item numbered (xlvi) be added to the first cluster of the proposed amendment we took. I did not add that, so I direct that we add it as part of the proposed amendments captured in the first proposed amendment to clause 34.
    Mr Banda 6:26 p.m.
    Mr Speaker, I beg to move, clause 34, subclause (3), paragraph (b), line 1, delete “the”…
    Mr Speaker, the new rendition would read 6:36 p.m.
    “has been paid into Courts”. So we pay something into Courts, which “has not since been paid out”.
    Mr Speaker, the Hon Majority Leader wants to know where I am reading, so I would repeat. We are on the item numbered (xlviii), where we seek to delete the definite article “the” in subclause (3), paragraph (b), line 1. So it would then read: “…has been paid into court”. We seek to delete the definite article that comes before the word “Court”.
    Mr Second Deputy Speaker 6:36 p.m.
    Hon Chairman, I would only want to add the beginning of subclause (3), which reads: “The court officer…” We said it should be captured as “officer of the court.” So that is added to the proposed amendment that was carried.
    Question put and amendment agreed to.
    Mr Second Deputy Speaker 6:36 p.m.
    Hon Members, we would now move on to page 14 of the Order Paper and take the item numbered (lii). I think that the number is wrong, but that is what is on the Order Paper.
    Mr Banda 6:36 p.m.
    Mr Speaker, it should rather be item (li) not item (lii).
    Mr Speaker, I beg to move, subclause (8), line 3, delete “reversed” and insert “set aside”. It would therefore read:
    “Where the officer referred to in subsection (7) fails to meet the criteria specified in paragraphs (a) and (b) of subsection (7), the sale shall be set aside.”
    Mr Second Deputy Speaker 6:36 p.m.
    Clearly, the context talks about “set aside” and not “reversed”.
    Question put and amendment agreed to.
    Mr Second Deputy Speaker 6:36 p.m.
    Hon Members, we would now move on the item numbered (lii), which is wrongly captured as item (liii), by the Hon Chairman of the Committee.
    All right, that has to do with clause 35, so I would put the Question on the whole of clause 34.
    Clause 34 as amended ordered to stand part of the Bill.
    Clause 35 -- Liability of director or relative.
    Mr Banda 6:36 p.m.
    Mr Speaker, I beg to move, subclause (1), paragraph (c),
    at end, add “or party”. It would therefore read: “any related company or party.”
    Question put and amendment agreed to.
    Mr Second Deputy Speaker 6:36 p.m.
    There is another proposed amendment to clause 35, which stands in the name of the Hon Chairman of the Committee.
    Mr Banda 6:36 p.m.
    Mr Speaker, I beg to move, subclause (1), closing phrase, line 2, delete “permission” and insert “leave”.
    Mr Speaker, this is consequential.
    Mr Second Deputy Speaker 6:36 p.m.
    It is a consequential amendment, but I would still put the Question.
    Question put and amendment agreed to.
    [Pause] --
    Mr Second Deputy Speaker 6:36 p.m.
    Well, Hon Members, my attention has been drawn to the fact that some Hon Members have indicated further amendments to clause 35. I would therefore not put the Question on the whole of the clause. I would stand it down for further Consideration.
    Mr Kyei-Mensah-Bonsu 6:36 p.m.
    Mr Speaker, respectfully, I am doing this in my capacity as the Hon Majority Leader, and not as the Minister for Parliamentary Affairs. This distinction is very important.
    Mr Second Deputy Speaker 6:36 p.m.
    And the two shall be one.
    Mr Kyei-Mensah-Bonsu 6:36 p.m.
    Mr Speaker, I am doing so as the Hon Majority Leader because these independent bodies should not be placed under the ambit of the Executive. The Hon Minister for Parliamentary Affairs is part of the Executive, but I seek to lay this Paper on behalf of this House as the Hon Majority Leader. That was why I said the distinction is very important.
    I therefore beg to obey your entreaties to me. I bow to the Table in the presentation of the Paper.
    6. 46 p. m.
    PAPERS 6:36 p.m.
    Mr Second Deputy Speaker 6:36 p.m.
    Hon Majority Leader, any further Business?
    Mr Kyei-Mensah-Bonsu 6:36 p.m.
    Mr Speaker, I believe that we are done for the day. We would continue tomorrow.
    I wanted to plead with my Hon Colleagues who are here; the Hon Alhaji Inusah Fuseini, who is the Hon Ranking Member for the Consti- tutional, Legal and Parliamentary Affairs Committee and his Hon Colleague, the Hon Mahama Shaibu, who has been immaculate in the winnowing business —
    Then, we have the Hon Chairman of the Constitutional, Legal and Parlia-mentary Affairs Committee. Hon Anyimadu-Antwi is also here; I am inviting them to join me to tidy up the remaining portions of the Corporate Insolvency Bill.
    If we have maximum of one hour, we would be able to do much work because a lot of the work was discharged at Akosombo so we just need some tidying up.
    Mr Speaker, the Hon Ras Mubarak is looking at my face sternly; sometimes he avails himself, sometimes he does not, but I believe on this occasion, he would want to join us so I am inviting him to join us to do what is needful.
    Mr Speaker, let me re-emphasise the point because I understand some Hon Colleagues have made some statements on air that in accord with the President's directive, Parliament shall have to curtail our Sittings. And it is coming from two of our Hon Members. And I was called aside that it has come from our Hon Colleague from Juaboso, Mr Akandoh and Hon Mahama Ayariga that Parliament should not be Sitting.
    Mr Speaker, it is imperative that Parliament Sits. When we met the
    President today, he even wanted us to do some work; discharge some constitutional responsibilities, which requires of us to take a decision. A decision of this House should be supported by a vote of not less than one-half of the entire membership. So people should not be simplistic in their rationalisation or extrapolation of what the President has said to mean that Parliament should not have more than 25 members Sitting at a given time. How then do we take a decision?
    Mr Speaker, the matter of the quorate number required for taking decisions is constitutionally set and we cannot do otherwise. So it is important that we meet, and we are going to meet tomorrow at 10.00 o'clock in the forenoon.
    I thank you very much.
    Alhaji I.A.B. Fuseini 6:36 p.m.
    Mr Speaker, the Hon Majority Leader has said two important things this evening; the first one being that he was laying the Paper advertised in the Addendum of today's Order Paper in his capacity as the Majority Leader. That shows that under no circumstance should the Electoral Commission be under the illusion that they should work with the Executive. They are a constitutional body, and the Hon Majority Leader reinforces that by saying that he is doing that in
    Mr Second Deputy Speaker 6:56 p.m.
    Hon Members, before I adjourn the House, it is important for me to reiterate this point that all Hon Members of Parliament are enjoined to move quickly back to the House until the business of the House is completed. We are not in normal times and people must understand that we are a democratic State. And that is the concept of democracy.
    The President leads the country in the formulation of policies; it is not at all times that the policies would have to pass through all the stages. In urgent situations, the President has got to take a firm position and declare, sometimes using words like ‘with immediate effect'. That is in the
    interest of the collective good of all of us, but that deals with policy.
    For it to take serious, legal effect, we have the other arms of Government called the Legislature -- Parliament have to come to give approval by passing the necessary legislations. So Parliament, as an arm of Government, even we go by the dictates of the declaration or the firm position taken by the President, we still got to effect it by coming to plenary session and legislating to that effect.

    By that, no Hon Member of Parliament should take it that by the Statement made by His Excellency the President yesterday, we are also bound not to come to Parliament to Sit, that definitely is erroneous. I therefore want to reiterate what the Hon Majority Leader said, that tomorrow, we want to see all Hon Members of Parliament who are not disabled to come to the House in their numbers for us to do very essential Business for mother Ghana. I so direct.
    ADJOURNMENT 6:56 p.m.
  • The House was adjourned at 6.57 p.m. till Tuesday, 17th March, 2020, at 10.00 a.m.