INTERNATIONAL AGRIC. IND. (NIG.) LTD. & ANOR. v. CHIKA BROS. LTD.

• Pages: 66-79

66

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NIGERIAN SUPREME COURT CASES

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[1990]

1

N.S.C.C.

INTERNATIONAL AGRIC. IND. (NIG.) LTD. & ANOR.

CHIKA BROS. LTD.

5

INTERNATIONAL AGRICULTURE

INDUSTRIES (NIGERIA) LIMITED &

V

CHIKA BROTHERS LIMITED

SUPREME COURT OF NIGERIA

OBASEKI,

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J.S.0

UWAIS,

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J.S.C.

KAW

U,

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J.S.C.

BELGORE,

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J.S.0

AGBAJE,

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J.S.0

12th January, 1990.

ANOR.

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APPELLANTS

RESPONDENT

SUIT NO.SC. 42/1988

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15

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Company Law - minutes book- proper form

Companies Act 1968.

of- compliance with

s. 382 (2) of the

Evidence - Admissibility - minutes book of a company Words and Phrases - 'To enter in a

book' - s. 138(1) companies Act 1968 - meaning of 'kept for that purpose'- s. 138( 1)

companies Act 1968.

Words and Phrases - 'Kept for that purpose' - Section 138( 1) of Companies Act, 1968.

ISSUES:

1.

On what grounds may a party raise objection to the admissibility of a minutes

book of a company in evidence.

2.

Whether the minutes of a company can only be kept in a bound book.

3.

Whether a court can take judicial notice of the usual plan adopted for taking

minute.

4.

What is the meaning of the phrase "to enter in a book in relation to s. 138 (1) of

the Companies Act."

5.

What is the meaning of the phrase 'kept for that purpose in relation to s. 138(1)

of the companies Act'.

FACTS:

The plaintiff Company, Chika Brothers Limited brought an action against the

defendant company international Agricultural Ind. (Nig) Limited at the Federal High

Court, Port Harcourt claiming,

inter alia,

for a declaration that it was not and had

never been a shareholder of the 1st defendant company. The defendant company

averred, however, that at the 7th extra-ordinary meeting of the 1st defendant

company, Chika Akanu Agu, (chairman of the plaintiff company) was appointed the

chairman of the 1st defendant company while the 2nd defendant retained his position

as the Managing Director of the 1st defendant company. The defendants then sought

to tender the Minutes Book of the of the 1st defendant company embodying the

appointment. Counsel for the plaintiff raised objection to the admission of the

Minutes Book on the ground that the Minutes Book does not comply with the

provisions of section 382 of the companies Act, 1968 as it does not conform with the

precautions laid down in that section.

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