CHAPTER ONE COMPANIES AND ALLIED MATTERS ACT 1990_B Meetings and Proceedings of Companies

Statutory meeting.
(1) Every public company shall, within a period of six months from the

date of its incorporation, hold a general meeting of the members of the company (in this Act referred to as the statutory meeting). (2) The directors shall, at least twenty one days before the day on

which the statutory meeting is held, forward to every member of the company a copy of the statutory report. (3) The statutory report shall be certified by not less than two

directors or by a director and the secretary of the company and shall state -


Directors and Secretaries of the company Directors

Meaning of Directors
(1) Directors of a company registered under this Decree are persons

duly appointed by the company or direct and manage the business of the company. (2) In favour of any person dealing with the company there shall be a

rebuttable presumption that all persons who are described by the company as directors, whether as executive or otherwise, have been duly appointed. (3) Where a person not duly appointed acts or holds himself out as a

director, he shall be guilty of an offence, and on conviction shall be liable to imprisonment for 2 years or to a fine of N100 for each day he so acts or holds


it shall be liable to a fine of N1. and he and the company may be restrained by any member from so acting unless or until he is duly appointed. only the company can sue to remedy that wrong and only the company can ratify the irregular conduct. where an irregularity has been committed in the course of a company's affairs or any wrong has been done to the company.000 each day it holds him out. or to both such imprisonment or fine and shall be restrained by the company. (4) If it is the company that holds him out as a director. Protection of Minority against illegal and oppressive conduct Action by or against the company  Subject to the provisions of this Act.out himself as a director. 3 .

the court on the application of any member. 4 . may by injunction or declaration restrain the company from the following (a) entering into any transaction which is illegal or ultra vires. Without prejudice to the rights of members under sections 303 to 30S and sections 310 to 312 of this Act or any other provisions of this Act. (b) purporting to do by ordinary resolution any act which by its constitution or the Act requires to be done by special resolution. (c) any act or omission affecting the applicant's individual rights as a member. (d) committing fraud on either the company or the minority shareholders where the directors fail to take appropriate action to redress the wrong done.

or have profited or negligence or from their breach of duty. Financial Statements Accounting records (1) Every company shall cause accounting records to be kept in accordance with this section. 5 .(e) where a company meeting cannot be called in time to be of practical use in redressing a wrong done to the company or to minority shareholders. and (f) where the directors are likely benefit.

and (b) Enable the directors to ensure that any financial statements prepared under this Part comply with the requirements of this Act as to the form and content of the company's statements. contain(a) entries from day to day of all sums of money received and expended by the company. at any time. in particular. 6 .(2) The accounting records shall be sufficient to show and explain the transactions of the company and shall be such as to (a) Disclose with reasonable accuracy. (3) The accounting records shall. the financial position of the company. and (b) a record of the assets and liabilities of the company. and the matters in respect of which the receipt and expenditure took place.

(4) If the business of the company involves dealing in goods. and shall at all times be open to inspection by the officers of the company. the accounting records shall contain (a) Statements of stocks held by the company at the end of each year of the company. (b) all statements of stocktaking from which any such statement of stock as is mentioned in paragraph (a) of this subsection has been or is to be prepared. showing the goods and the buyers and sellers in sufficient detail to enable all these to be identified. (1) The accounting records of a company shall be kept at its registered office or such other place in Nigeria as the directors think fit. and (c) Except in the case of goods sold by way of ordinary retail trade. statements of all goods sold and purchased. 7 .

for securing compliance by the company with section 332 of this Act. every officer of the company who is in default shall be guilty of an offence unless he shows that he acted honestly and that in the circumstances in which the business of the company was carried on. 8 . or has intentionally caused any default by the company under it. accounting records which a company is required by section 331 of this Act to keep shall be preserved by it for a period of six years from the date on which they were made.(2) Subject to any direction with respect to the disposal of records given under winding-up rules made under section 635 of this Act. the default was excusable. (1) If a company fails to comply with any provision of section 331 or 332(1) of this Act. (2) An officer of a company shall be guilty of an offence if he fails to take all reasonable steps.

(1) In the case of every company. (c) a profit and loss account or. 9 . (2) Subject to subsection (3) of this section. (b) the balance sheet as at the last day of the year. prepare financial statements for the year. (e) the auditors' reports. an income and expenditure account for the year. the directors shall in respect of each year of the company.(3) A person guilty of an offence under this section. the financial statements required under subsection (1) of this section shall include (a) statement of the accounting policies. (d) notes on the accounts. shall be liable to imprisonment for a term not exceeding six months or to a fine of N 500. in the case of a company not trading for profit.

372 or 373 of this Decree as may be applicable: 10 . the group financial statements. (i) a five-year financial summary. (g) a statement of the source and application of fund. make and deliver to the Commission an annual return in the form. (h) a value added statement for the year. and containing the matters specified in sections 371. and (j) in the case of a holding company. Annual Returns Every company shall. once at least in every year.(f) the directors' report.

if it is not required by section 213 of this Decree to hold an annual general meeting during the following year. indebtedness.Provided that a company need not make a return under this section either in the year of its incorporation or. (1) The annual return by a company having shares other than a small company shall contain with respect to the registered office of the company. registers of members and debenture holders. the matters specified in Part 1 of Schedule 8 to this Decree. in that year. and the said return shall be in the form set out in Part II of that Schedule or as near to it as circumstances admit. Dividends and Profits 11 . past and present members and directors and secretary. shares and debentures.

a statement to that effect shall be included in the relevant annual return. (3) The general meeting shall have power to decrease the amount of dividend recommended by the directors.(1) A company may. 12 . (2) The company may from time to time pay to the members such interim dividends as appear to the directors to be justified by the profits of the company. in general meeting. (4) Where the recommendation of the directors of a company with respect to the declaration of a dividend is varied in accordance with subsection (3) of this section by the company in general meeting. declare dividends in respect of any year or other period only on the recommendation of the directors. but shall have no power to increase the recommended amount.

Location of manufacturing and no manufacturing operations can have a great impact on operating costs. Cost 13 . location can affect the demand for the demand for the services and the effectiveness of the entire operation. The location of a nonmanufacturing operation helps determine how conveniently customers can conduct business with the company. location affects direct costs by influencing transportation costs to and from the facility as well as the cost of labor and many supplies used in the production process. Part of the company’s strategy consists of selecting the location from which potential markets will be served. employee’s relations. Three important reasons for care in the selection of facility locations are as follows: 1. dividends shall be payable to the shareholders only out of the distributable profits of the company. Location can also influence morale. Competition A company’s location affects its ability to compete and many other aspects of its operations. In service operations. 2. CHAPTER TWO PHYSCIAL FACILITIES Plant Location In its strategy formulation. In manufacturing companies.(5) Subject to the provisions of this Decree. The Importance of Plant Location Location decisions are important and warrant management’s careful attention for several reason. hereby affecting profit and perhaps the prices at which goods or services can be offered. a company determines what type of goods or service it will offer and in what markets it will compete. and public relations.

Failures to make good location decisions are expensive and have long-lasting consequences. complicated studies. 14 . they do not show up in accounting reports. Hidden Effects The effects of location are insidious. Decisions to purchase land and construct a building involved significant amounts of money. mistakes may be literally set in concrete. Since they are not directly observable. For most other types of operations. management must always be alert to the need to evaluate location. No checks are written for the opportunity costs. however. are developing global operations and entering multinational markets. The cost of a poor location is an opportunity cost and therefore is hidden. so they must consider many more locations and address a boarder array of issues in their location studies. Perhaps even moiré expensive – if less obvious – is the cost of making a poor location decisions and not correcting it. a wide variety of locations can be considered. 3. The scope and magnitude of a location study can be enormous. Consequently they come to the attention of only those who periodically examine and critically evaluate operations. even for companies that restrict potential locations to their home country. Time and effort spent in doing something wrong and then correcting it will never be recovered. The choice of location for small companies may be based on very little in the way of formal location studies. Many companies. A location may have been selected because the business founder already owned it or could acquire it easily. Location selection methods may be very simple decisions or lengthy. Location Decisions Some basic operations such as mining or timber cutting must be located where the basic raw material is found.

The manufacturing process takes place inside the factory building. A particular type of building is required to be selected and the method of arranging materials. Foreign associate might them identify site possessing those essential factors. Final selection may involve the determining which site has more of the desirable factors as well as meeting other social and political criteria. a potential joint-venture partner. Thus. lighting. This team identifies all he essential factors needed in a site as well as other desirable characterizes. heating. materials and machines. the next step is to plan and organize the facilities and equipment to be used in the factory. machinery and equipment has to be decide. or some entity recommending a business opportunity in a particular nation or region of the globe. in the building. factory design comprises of the building design and layout of the factory.In a multinational company. The factory design refers to the plan for a particular type of building. Factory building provides the housing for men. arrangement of machinery. the catalyst for a location study may raise through a proposal from an international subsidiary. 15 . If a feasibility study show that the opportunity should be pursued. The arrangement of machinery and equipment inside the factory building for the manufacturing process is known as factory layout. Plant Buildings After selecting the suitable site. The team or some other entity. equipments and provision of service facilities. ventilation etc. evaluates the more appealing site. a site selection team will probably be established. The factory building can be of different designs depending upon the purpose and specific requirements of the manufacturing process. as such the cooperate real estate department. It is not proper to house the manufacturing process in a ready-mades factory building.

The first text on heating and ventilating was written by Robertson Buchanan. Fans boilers and radiators had been invented by the middle of the 19 th century. a Glasgow civil engineer. While quick developments took place in the manufacturing of ice. He used the sulphuric ether as the refrigerant. The art of air conditioning developed only gradually from the predecessor arts of cooling. But a homogeneous and invariable is the chemical composition. a few machines appeared which chilled air by blowing it over brine or direct-expansion pipe coils. Leonardo da Vinci had built a ventilating fan by the end of the 15th century. noise control. Professor Alexander Twining of New Produced 725 kg of ice a day using a doubleacting vacuum and compression pump. utilities. In 1853. constructional and architectural characteristics.The factory building can be different depending upon the purpose and requirements of the manufacturing process. a homogeneous mixture of gases is a pure substance until its components do not change in phase. One might ask whether moist air can be considered as a pure substance. Dry air is a good example of such a kind of pure 16 . employing the 1834 invention of the vapour compression cycle by Jacob Perkins. The building must possess the functional. Later. illumination. cleaning. in 19815. Refrigeration technology was soon to follow. Boyle in 1959 and Dalton in 1800 discovered the laws that are very well known. Plant Services (air conditioning. Working Substance in air conditioning One of these is dry air which itself us a mixture of a number of gases and the other is water vapour which may exist in a saturated or superheated state. employee services and safety considerations). Thus. heating and ventilating.

Big side windows glass roofs. and the other. can be used for allowing sufficient day light and natural air during working hours. etc. Illumination It is possible to utilize better natural light and ventilation throughout the factory.substance. Water vapour is certainly a pure substance. considered as the variable part. porous title for ceilings0. But mist air is not a pure substance in any process in which condensation or evaporation of moisture occurs. The three general engineering control methods of minimizing noise problems are: Sound absorption (e. Engineering Controls These involve any design procedure that reduces the sound level. regular charts have to be developed to describe the thermodynamic properties of the mixture under moist air consists of two parts: one. most industrial process generate noise and the knowledge for good deign may not be adequate or available in all circumstances with the result that a problem may occur over the noise exposure of he work force or even the local community. It reduces the cost of artificial illumination and ventilation.g. Unfortunately. Noise Control Noise control should. ideally. In such a case. be accomplished by careful design rather than by correction of a problem. comprising dry air. to control the sound source modify the acoustic path form the path to the 17 . considered as the fixed part. Suitable roof. solely of water vapor.

and Process alteration etc. mouldable type.listener. Control of Sound The reduction of the radiated sound energy may be achieved by the introduction of: Vibration damping. Vibration isolation. and Completely enclose the source etc. Plant Layout 18 . or shapeless. moulded type. Modification of Acoustic Path Other procedures which might be possible are: Increasing the length of the sound path.“Ear Muffs” utilize cups placed over the ear to block sound before it reaches the external canal. These devices may be of the pre-formed.Insert types ear plugs protect by blocking the external ear canal. Two categories of devices are commonly used for industrial hearing conservation. Hearing Protective Device Sound levels reaching the inner ear may be effectively attenuated by the use of hearing protective devices. re-orienting the sound with respect to the receiving area. Introduction of sound barriers between source and receiver. Circumaural: . Aural: . and Protect the ears of the listener 9use of ear protective devices). Mufflers.

tools. 19 . finished goods. machinery. material handling equipments and all other supporting services. Production Equipment Selection Before embarking on a plan of mechanization. equipments. in existing or proposed plants. on manufacturing methods. The types of equipment chosen will depend on the factors. Plant layout provides a broad framework within which production and may administrative activities have to take place. storage space. raw-materials. Plant layout can be defined as an optimum arrangement of industrial facilities including personnel. are given a proper place in the plant layout. which include: Method of Production: This is important as job production or work carried out in a process layout will naturally required a flexible system including the use of mobile. in process inventories. Also. process and plant services within the factory in order to secure the greatest possible output of high quality at the lowest possible total cost of production. and on production costs. All facilities like equipment. It outlines relationship between production centers and departments. equipment much as system including the use of mobile equipment such as fork-lift trucks. On the other hand flow production and product-oriented layouts demand conveyors capable of moving materials between processes with a minimum of handling. material handling equipments etc. fixtures. workers.Definition of Plant Layout A plant layout is an arrangement of facilities and services in the plant. Plants layout can also be defined as: “A techniques of locating machines. Therefore. equipment used for batch production must be easily acceptable to cope with periodic changes in product. certain factors must be taken into consideration. the plant layout has an important bearing on utilization of facilities. on control mechanism.

however. 20 .Volume of Production: This important factors is coupled with utilization of equipment and thus with costs. Since the MPS is developed to fit the production plan. Types of Materials: Some materials such as liquids. Paperwork is a major part of the processing in many service industries. In either case. Automation One aspect of automation that affects both manufacturers and services is office automation. gases and loose solids must be retained in some sort of container and will therefore need the appropriate method of handling. With low volume of production it may not be possible to utilize the appliances fully. Capacity and Automation It is important that the work load requires by the Master Production Schedule (MPS) be within the capacity of the company and that is make wise use of the company’s capacity. Office automation technology in manufacturing companies usually has the greatest effect on workers in the support functions. This is particularly true for business that has significant seasonal variations in demand. classical office automation procedures are designed to assist personnel with repetitive physical tasks. and often it is the end product. if necessary. even though the work the automation supports may be highly cognitive. it is advisable to check the amount of capacity required by the production plan in certain periods while those periods are far enough in the future to change the capacity in some departments.

MAHAJAN Education and Technical publishers & Delhi Dilworth .S. N.P Arora The Mc Graw Hill Companies 21 . J.REFERENCE Industrial Engineering and production management (2002) by M.Y Refrigeration and Air conditioning (2000) C. Design. planning and control for manufacturing and services Mc Graw Hill Inc. B (1992) operation management.

answers.nigeria-law .com/topic/factors-of-production? cat=technology www.act 22 .REFERENCES and allied matters. htm

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