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New Provisions on Resolutions Under The Companies and Allied Matters Act 2020 Nigeria

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CAC

In my last article on resolutions under the Companies and Allied Matters Act, i explained that they are decisions of the board of a company’s directors via a poll . This article will be looking at the provisions of CAMA regarding:-

– The major provisions of the act on resolutions

– Written resolutions

– Resolutions requiring special notice

– The registration of certain resolutions

– The effect of resolutions passed at adjourned meetings.

What are the major provisions of the act regarding resolutions?

The act provides that :-

-A resolution is an ordinary resolution when it has been passed by a simple majority of votes cast by members of the company as, being entitled to do so, vote in person or by proxy at a general meeting.

-A resolution is a special resolution when it has been passed by at least three-fourths of the votes cast by members of the company as, vote in person or by proxy at a general meeting of which 21 days’ notice, specifying the intention to propose the resolution as a special resolution, has been duly given :-

Provided that, if it is so agreed by majority in number of the members having the right to attend and vote at any such meeting, being a majority together holding at least 95% in nominal value of the shares giving that right or, in the case of a company not having a share capital, together representing at least 95% of the total voting rights at that meeting of all the members, a resolution may be proposed and passed as a special resolution at a meeting of which less than 21 days’ notice has been given.

-At any meeting in which a special resolution is submitted to be passed, a declaration of the chairman that the resolution is carried is, unless a poll is demanded, conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

-In computing the majority of a poll demanded on the question that a special resolution be passed, reference shall be had to the number of votes cast for and against the resolution.

What are the provisions of the act on written resolutions?

The act provides that all resolutions shall be passed at general meetings and are not effective unless so passed, but in the case of a private company a written resolution signed by all the members entitled to attend and vote are as valid and effective as if passed in a general meeting.

What does the act say regarding the circulation of members’ resolutions? 

-The act provides that subject to provisions of this section, it is the duty of a company, on the requisition in writing of such number of members as specified in this section and (unless the company otherwise resolves) at the expense of the company to –

(a) give to members of the company entitled to receive notice of the next annual general meeting notice of any resolution submitted by a member which may properly be moved and is intended to be moved at that meeting ; and

(b) circulate to members entitled to receive notice of general meeting any statement of not more than 1,000 words with respect to the matter referred to in any proposed resolution or the business to be dealt with at that meeting, and where the statement has more than 1,000 words to circulate a summary of it.

What does the act say about resolutions requiring special notice? 

The act provides that where by any provision contained in this Act, special notice is required of a resolution, the resolution is not effective unless notice of the intention to move it has been given to the company at least 28 days before the meeting at which it is to be moved, and the company shall give its members notice of any such resolution at the same time and in the same manner as it gives notice of the meeting, or if that is not practicable, shall give them notice thereof, either by advertisement in a newspaper having an appropriate circulation, or in any other mode allowed by the articles, at least 21 days before the meeting : Provided that if, after notice of the intention to move such a resolution has been given to the company, a meeting is called for a date 28 days or less after the notice has been given, the notice, though not given within the time required by this act, is deemed to have been properly given.

What does the act say about the registration & copies of certain resolutions?

The act provides that subject to the relevant section of this Act, a printed copy of every resolution or agreement to which this section applies shall, within 15 days after the passing or making of the resolution or agreement, be forwarded to the Corporate Affairs Commission(CAC).

What is the effect of resolutions passed at adjourned meetings?

Where a resolution is passed at an adjourned meeting of- 

(a) a company, 

(b) the holders of any class of shares in a company, or

(c) the directors of a company, the resolution shall, for all purposes be treated as having been passed on the date on which it was in fact passed, and not be deemed to have been passed on any earlier date.

Moniepoint Launches Consumer App and Debit Cards to Expand Banking Services to Individuals

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Moniepoint, a business bank in Nigeria, has unveiled a consumer app and debit card services, signaling its expansion from serving the corporate sector to catering to individuals’ banking needs.

Formerly known as TeamApt, this Digital Financial Services Provider aims to compete with established players like Opay and Palmpay in the realm of personal banking.

With the newly launched app, users can effortlessly manage everyday financial tasks, including money transfers, utility bill payments, airtime purchases, and more. Additionally, the issued debit cards empower customers to access ATMs, make purchases at POS terminals, and engage in online transactions. Businesses will also benefit from streamlined transactions when their patrons utilize Moniepoint cards.

A standout feature of the app is its innovative card dispute resolution system. This functionality allows users to report unsuccessful card transactions and actively pursue a resolution.

They will have the capacity to log disputes related to faltered card transactions and persistently work towards a resolution until a complete reversal of the transaction is achieved. Moniepoint’s strategic move is designed to grant users full control over the process of resolving disputes.

In a press release, Ope Adeyemi, the Senior Vice President for Channels and Sales Tools at Moniepoint, said: “The introduction of a personal banking product enables us to establish more effective connections between businesses and their customers. Our robust infrastructure and services will provide substantial support in this endeavor.”

He emphasized that the company’s steadfast dedication to providing financial contentment naturally drove them to extend their reliable services to both customers and employees across various businesses.

Furthermore, Moniepoint has outlined its intentions to introduce additional services, including salary advances, in the upcoming months.

PalmPay recently achieved a significant milestone, amassing a user base of 25 million. Similarly, Opay boasts 35 million registered app users and a network of approximately 500,000 agents in Nigeria who rely on the platform for money transfers.

While Moniepoint’s mobile app and debit card may not currently stand out, the company’s involvement as a sponsor for this year’s edition of Big Brother Naija adds an intriguing facet.

This African TV show garnered a staggering 900 million fan votes in the 2020 season, underscoring its immense popularity and engagement.

Nigeria’s Minister of Comm and Digital Economy Bosun Tijani, Poised to Improve the Economy Through Smart Tech Application

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Nigeria’s newly appointed minister of Communications and Digital Economy, Mr. Tijani has expressed his preparedness to improve Nigeria’s economy through the smart application of technology.

Mr. Tijani who was appointed by the Tinubu-led administration expressed appreciation to President Bola Ahmed Tinubu, for the opportunity to build a better future for all Nigerians.

He said,

It is an exciting time to build a bigger and better future for all Nigerians. Grateful to President Bola Tinubu for the opportunity to join his team working to deliver a more inclusive and prosperous Nigeria.

“I look forward to working with all stakeholders to raise the level of productivity across our economy through the smart application of technology”.

Mr. Tijani’s appointment as Nigeria’s minister of Communications and Digital Economy has been lauded by many, given his remarkable portfolio in the tech space, while also stating that his appointment resonated as a positive transformation poised to reshape Nigeria’s technological landscape.

Drawing from his extensive background and accomplishments, Tijani’s stewardship is poised to propel the nation’s technological trajectory into uncharted territories.

Several stakeholders have stated that amidst an already burgeoning phase of growth and development in Nigeria’s technology landscape, the appointment of Tijani, brings the promise of heightened advancements, meticulously nurtured through the collaboration of all stakeholders.

A Look at Mr. Olatunbosun Tijani Portfolio

Mr. Bosun Tijani is a Nigerian-British entrepreneur and co-founder of Co-Creation Hub (CcHUB), a leading Pan-African innovation and technology center.

He co-founded CCHUB in 2010 to accelerate the application of social capital and technological innovation for economic prosperity. In the early years, he led several social technology projects.

Under his leadership, CcHUB has driven the growth of social innovation and influenced businesses and initiatives in different sectors including environment, fiscal transparency, e-commerce (Tracklist), Healthcare, and Education (re-learn), amongst others.

His later work with CCHUB focused on the company’s expansion into other parts of Africa and positioning the business as a vital catalyst for the African tech ecosystem promoting collaboration, knowledge sharing, and the development of groundbreaking solutions to local and global challenges.

In 2019, under his leadership, CcHUB acquired Kenya’s iHub and launched the CHUB Design Lab in Kigali, Rwanda in the same year. He has also expanded CcHUB’s Pan-African footprint into Southern Africa by opening CCHUB Namibia, the main tech hub in Windhoek, Namibia.

Tijani is widely acknowledged as a pioneer and industry leader in the African technology ecosystem and was named one of the 100 most influential people on the continent by New Africa Magazine.

He was part of the Innovation for Economic Development executive program at Harvard Kennedy School in 2013 as well as being a 2014 Draper Hills Fellow of the Centre for Democracy, Development and the Rule of Law (CDDRL) at Stanford University.

Looking at Mr. Tijani’s captivating portfolio and his remarkable contributions to the technology ecosystem in Nigeria and beyond, many believe his appointment will reshape Nigeria’s technological landscape.

Central Bank of Nigeria (CBN) Introduces FX Verification System Portal for Importers

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The Central Bank of Nigeria (CBN) has introduced a foreign exchange (FX) price verification system (PVS) portal, according to a statement issued by the apex bank on Thursday.

The statement said a price verification report from the portal is now mandatory for all Form M requests, effective from August 31, 2023.

The Form ‘M’ is a declaration of intention to import physical goods into Nigeria.

“Following the successful conduct of the pilot run and various trainings held with all the banks, the Central Bank of Nigeria hereby announces the Go- Live of the Price Verification System (PVS),” the statement reads.

“All applications for Forms M shall be accompanied by a valid price verification report generated from the price verification portal.

“For the avoidance of doubt, by this circular, the price verification report has become a mandatory trade document precedent to the completion of a Form M.”

“All authorized dealers are, hereby, advised to bring this to the attention of their customers”.

CBN also said any case of infraction would be appropriately sanctioned.

“Please, ensure compliance,” the bank urged exporters.

The move is understood to be part of efforts by the CBN to sanitize the forex market after it lamented that illegal activities and speculation are harming the naira.

On Wednesday, the acting CBN governor of the CBN, Folashodun Shonubi, said foreign exchange market speculators should be mindful of their actions, warning that they would inevitably face substantial losses once the government initiates its proposed strategies to stabilize the naira.

The head of the central bank also said that the government intends to take stern measures against those engaged in speculative activities within the foreign exchange market.

“We do not believe that the changes going on in the parallel market are driven by pure economic demand and supply, but are topped by speculative demand from people,” he said.

The naira has significantly improved its performance this week, gaining about N100 in the parallel market. The naira was trading around N740/$1 in the Investor & Exporter window and around N860 in the parallel market.

Last week, the CBN attributed the woeful performance of the naira in the foreign exchange market to the diversion of diaspora remittances to the black market.

“With those remittances, the dollars have come in, we know the dollars have come in but we don’t see them in the official system. So, they must be going somewhere and somewhere,” Shonubi said.

“And the challenge with the black market, unofficial market or parallel market or whatever name you want to call it, it is as a result that it is not regulated, and it becomes an easy place to have criminal activities.

“We investigate bankers, not just bankers, anybody who has committed an offense, the first thing they want to do is to run to the black markets, change it to the dollars because it is less money to carry around.”

The apex bank boss said the CBN is implementing measures within the country to manage illicit remittances. The financial regulator said putting those measures in place would help direct remittance flows through proper channels, maximizing economic benefits for growth.

5 Benefits of Playing at a 5 dollar deposit casino

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In the ever-evolving landscape of online casinos, players are often presented with an array of choices, each catering to diverse preferences and budgets. Among these options, the rise of $5 deposit casinos in NZ has garnered attention for its accessibility and affordability. Whether you’re a seasoned gambler or a newcomer to the world of online gaming, here are five compelling benefits that await when you choose to play at a $5 deposit casino. 

Low Stakes, High Entertainment

One of the benefits of playing at a $5 deposit casino is that you can enjoy low-stakes gaming without compromising on entertainment. With a mere $5 deposit, players can dive into a variety of games, from slots to table games, and enjoy the full spectrum of entertainment without a substantial financial commitment.

You can play games that suit your preferences and skills, and explore different themes, features, and payouts. You can also experience the thrill of gameplay without worrying too much about losing money.

Risk Mitigation and Extended Gameplay

Another benefit of playing at a $5 deposit casino is that you can mitigate your risks and extend your gameplay. By entering the casino with a low deposit, players can explore various games and strategies without bearing the weight of substantial risks.

This fosters an environment where experimentation and learning are encouraged, enhancing the overall gaming experience. You can also manage your bankroll better and avoid chasing losses or overspending. Playing at a $5 deposit casino can help you develop a responsible and balanced approach to online gambling.

Access to Generous Bonuses and Promotions

Contrary to common perception, low initial deposits don’t translate to a scarcity of bonuses. Many $5 deposit casinos extend attractive welcome bonuses, free spins, and ongoing promotions to their players. This not only amplifies the value of the initial deposit but also offers players the opportunity to stretch their gaming sessions and engage in a wider range of games.

For example, some casinos may offer 100% match bonuses up to $100 or more for your first deposit. This means that you can double your money and play with $10 instead of $5. 

Inclusive Gaming for All Budgets

The beauty of $5 deposit casinos lies in their inclusivity. They cater to a diverse audience, accommodating both high-rollers and budget-conscious players. The accessible deposit threshold ensures that players with varying financial capacities can all partake in the excitement of online gaming without any barriers.

You can play with as little or as much as you want, depending on your mood and budget. You can also choose from different payment methods and currencies that suit your needs. Playing at a $5 deposit casino can give you more flexibility and freedom in choosing how to handle your money online. 

Convenient Entry Point for New Players

For individuals new to the world of online casinos, the $5 deposit casino serves as an ideal entry point. It eliminates the intimidation often associated with larger deposits and encourages newcomers to explore different games, develop strategies, and build confidence in their gaming skills. The low deposit facilitates a gentle introduction to the captivating realm of online gambling.

Summary:

Choosing a $5 deposit casino unlocks a world of possibilities for players seeking a balanced and enjoyable gaming experience. These platforms provide a gateway for newcomers and a haven for budget-conscious players, all while maintaining the essence of excitement and entertainment. With the convergence of affordability, variety, and generous promotions, the $5 deposit casino presents an enticing proposition that bridges the gap between casual play and strategic gaming.

FAQ:

Q: What is the minimum deposit required at a $5 deposit casino?

A: $5 deposit casino allows players to begin their gaming journey with a minimal deposit of just $5.

 

Q: Is it possible to win substantial real money prizes at a $5 deposit casino?

A: The affordability of a $5 deposit can still lead to significant winnings at reputable $5 deposit casinos.

 

Q: Are $5 deposit casinos considered safe?

A: Yes, safety is assured when you choose to play at a $5 deposit casino that is duly licensed and regulated.

Q: Are $5 deposit casinos accessible to all players?

A: Yes, these casinos are designed to be inclusive. Any individual aged 18 and above can enjoy the advantages of playing at a $5 deposit casino.

Q: Can I expect to win actual money at a $5 deposit online casino?

A: Certainly, wagers made with real money in a $5 deposit online casino translate to real money winnings, aligning with the best practices of online casinos.