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"id": 572972,
"url": "https://info.mzalendo.com/api/v0.1/hansard/entries/572972/?format=api",
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"type": "speech",
"speaker_name": "Hon. Oyugi",
"speaker_title": "",
"speaker": {
"id": 444,
"legal_name": "Augostinho Neto Oyugi",
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"content": "Clause 496 talks about allocation of share certificates. In the current regime, before this Bill is passed, it is not clear how share certificates are allocated. But this Bill proposes that within two months of a company giving registrations, there should be a share certificate allocation within two months and proof of a share certificate. A share certificate will be proof enough that, at least, you own shares in that particular company. There is a proposal to create transparency in companies where companies have been given powers and the members of the public can require the members of the company to provide information on how the companies are being run. If any member of the public is interested in, for example, knowing a person’s interest in a company, he or she can make this inquiry and find out anyone with interest in the company. This is akin to opening the veil in the companies and it makes it free and fair for the members of the public to know what is going on in the companies and what the various companies are engaging in. Clause 583 creates the Capital Markets Authority and gives it a chance and power to be in charge of what I call takeover office. Before this particular provision under Clause 583, there is no clear method of takeovers. The Capital Markets Authority is being given power to be in charge of takeovers under this new legislation. It is further given power and authority to make rules in terms of how takeovers can happen and what is an illegality in case takeovers do not happen in a particular way. This is going to strengthen the regime of companies and make them autonomous. The Authority has also been given power to give directions in terms of how takeover rules can happen. Another important provision is the duty of all companies to keep a record of its accounts. The records of accounts of various companies should be kept in specific registered offices of the companies, so that if I am a member of the company, I would walk freely and easily into the company to inspect the books of accounts. This then presupposes the fact that the acts of the companies will be transparent because the books of accounts will always be free and easily available for members to inspect. Under Clause 628, the law requires that the books of accounts that have been kept by the company should disclose as much as possible the last three months transactions of the company. This will make it safe for most members of the company to know the dealings and the transactions of various companies, so that it is not possible for companies to operate years on end without members really knowing what happens. This also gives the company leeway to determine its financial year. Right now, most companies have been relying on the financial year of the Government, which has always been 30th June to 1st July. Now, the companies are being given leeway to start having their own financial years in manners that, for example, will be starting from the date in which the companies have started transactions. There is also the provision under Clause 705 for the compulsory filing in of returns. It is made mandatory that all companies must file annual returns. The manner and order in which the annual returns are anticipated is clearly stipulated in the law. It makes it an offence not to file annual financial returns. Of course, you also appreciate that in the last regime, it was agreed that financial returns ought to be filed, but the particular provision under Clause 708 makes specific provisions in terms of how, the manner and form in which members of the various companies can file returns. The electronic version of the Official Hansard Report is for information purposesonly. A certified version of this Report can be obtained from the Hansard Editor."
}