Section 293, The Companies Act, 2009

(1) The directors of every company, shall prepare inrespect of each financial year a report– (a) containing a representation of the effects of transactions, other events and conditions, in accordance with the definitions and recognition criteria for assets and liabilities, income and expenses set out in the International Accounting Standards Board’s Framework for the Preparation and Presentation of Financial Statements; (b) stating the amount (if any) which they recommend should be paid as dividend and any further appropriation of profits. (2) The report shall state the names of the persons who, at any time during the financial year, were directors of the company, and the principal activities of the company and its subsidiaries in the course of the year and any significant change in those activities in the year. (3) The report shall also state the matters, and give the particulars required by Part I of the Fourth Schedule to this Act. (4) Part II of the Fourth Schedule shall apply as regards the matters to be stated in the report of the directors in the circumstances specified in it. (5) Part III of the Fourth Schedule shall apply as regards the matters to be stated in the directors’ report relative to the employment, training and advancement of disabled persons, the health, safety and welfare at work of the employees of the company and the involvement of employees in the affairs, policy and performance of the company. (6) In respect of any failure to comply with the requirements of this Act as to the matters to be stated, and the particulars to be given, in the directors’ report, every person who was a director of the company immediately before the end of the period prescribed for laying and delivering financial statements shall be guilty of an offence and be liable on conviction to a term of imprisonment not exceeding 6 months or to a fine not exceeding Le.5,000,000 (8) In proceedings for an offence under subsection (6), it shall be a defence for the person to prove that he took all reasonable steps for securing compliance with the requirements in question.