COMPANY PROCEEDINGS

These are the proceedings of a company. The provisions of Companies and Allied Matters Act (CAMA) provides for various applications to be made to the court in respect of a company or for other proceedings to be taken under the general law.

JURISDICTION OF THE FEDERAL HIGH COURT

Section 567 of CAMA defines court in relation to company, to be the “Federal High Court”.

Also, section 251 of the 1999 Constitution gives exclusive jurisdiction to the Federal High Court to hear matters relating to the operation of the Companies and Allied Matters Act inter alia and shall exercise this jurisdiction to the exclusion of any other court.

All offences under the act may be tried by a Court (Federal High Court) of competent jurisdiction in the place where the offence is alleged to have been committed – section 554(1) of CAMA.

The governing procedural rules in company proceedings are –

1.      Companies Proceedings Rules 1992;

2.      The Companies Winding Up Rules 2001;

3.      Federal High Court (Civil Procedure) Rules, 2009;

4.      Federal High Court Act;

5.      Investments and Securities Act (ISA), 2007;

6.      Companies and Allied Matters Act (CAMA);

7.      Securities and Exchange Commission Rules, 2007; and

8.      Investments and Securities Tribunal Procedure Rules, 2003.

The Companies Proceedings Rules 1992  apply to all proceedings taken out or arising from any provision of any section of Part A of the Companies and Allied Matters Act – Rule 21(1) of the Companies Proceedings Rules.

Rule 21(1) of the Rules provide thus –

“These Rules shall apply to all proceedings taken out or arising from any provision of any section of Part A of the Companies and Allied Matters Act.”

Rule 19 of the Rules provide thus –

“Where no provision is made by the Rules, the Federal High Court (Civil Procedure) Rules shall apply”.

Rule 18 of the Rules provide thus –                                                    

“A proceeding under the Act is not invalidated by reason only that the Companies Proceedings Rules are not fully complied with or by any irregularity, unless the court before which an objection is made to the proceeding is of the opinion that injustice has been done by non-compliance with the rule complained about or any other irregularity, and that injustice cannot be remedied by any order of that court”.

APPLICATIONS FOR COMPANY PROCEEDINGS

The applications that can be made in respect of company proceedings are made available under Rule 2, 3 and 4 of the Companies proceedings Rules.

Rule 2 of the Rules provides that –

“Except in the case of the applications in rules 3 and 4 and applications made in proceedings relating to the winding-up of companies, every application under the Act may be made by originating summons.” – Unipetrol (Nig.) Plc. v. Agip (Nig.) Plc (2002) 14 NWLR (Pt. 787) 312.

From the above provisions, it means that an application is to be made by originating summons except where –

1.      It is to be made by originating motions – Rule 3 of the Rules;

2.      It is to be made by petition – Rule 4 of the Rules; and

3.      It is to be made in respect to winding-up of companies.

It should, however, be noted that under Rule 1(1) of the Rules, every originating summons, notice of originating motion and petition by which any such proceedings are begun and all affidavits, notices and other documents in those proceedings shall be entitled: in the matter of the company in question and in the matter of the Companies and Allied Matters Act.

ORIGINATING SUMMONS

An originating summons under the Rule shall be in Form 1 as specified in the schedule to the Rules – Rule 2(2) of the Rules.

Also, an application under section 317 or 638 of the Act may be made by ex-parte originating summons – Rule 2(3) of the Rules.

ORIGINATING MOTIONS

This is a motion that is other than an interlocutory injunction. Its aim is to bring an original application in the circumstances specified by statute.

APPLICATIONS TO BE MADE BY ORIGINATING MOTIONS

Under Rule 3 of the Rules, the following applications under the Act (Companies and Allied Matters Act) shall be made by originating motion –

1.      Under section 23(2) for an order that a company be relieved from the consequences of default in complying with conditions constituting a company, a private company;

2.      Under section 46(8), 129(2), or 312(5) for an order extending the time for delivery to the commission of any document required by that section to be delivered.

3.      Under section 90(1) for the rectification of the register of members of a company;

4.      Under section 315 for an order declaring that the affairs of a company ought to be investigated by an inspector appointed by the Commission;

5.      Under section 319(3) and (4) for an inquiry into any such case as is therein mentioned;

6.      Under section 329 for an order directing that shares in or debentures of a company shall cease to be subject to restrictions imposed by that section; and

7.      Under section 524(1) for an order declaring dissolution of a company which has not been wound-up to have been void.

In Form 2 of the Rules, the notice of an originating motion must be given, and it must include a concise statement of the nature of the claim made or the relief or remedy required.

PETITION

This is brought in the cases which are specifically provided in the Rules.

APPLICATIONS TO BE MADE BY PETITION

Under Rule 4 of the Rules, the following applications under the Act (Companies and Allied Matters Act) shall be made by originating petition –

1.      Under section 46(1) and (2) to cancel the alteration of a company’s objects;

2.      Under section 47(1) to cancel the alteration of a condition contained in a company’s memorandum of association;

3.      Under section 53(3) to cancel a special resolution to which that section applies;

4.      Under section 120 to confirm a reduction of the share premium account of a company;

5.      Under section 121(2) to sanction the issue by a company of shares at a discount;

6.      Under section 158 to confirm a reduction of the capital redemption reserve fund of a company;

7.      Under section 107(1) to confirm a reduction of the share capital of a company;

8.      Under section 142(1) to cancel any variation or abrogation of the rights attached to any class of shares in a company;

9.      Under section 311(1) for relief on the ground that the affairs of a company are being conducted in an illegal or oppressive manner;

10.  Under section 525(6) for an order restoring the name of a company to the register, when the application is made in conjunction with an application for the winding-up of the company;

11.  Under section 100(3) of the Investments and Securities Act (ISA), 1999 to sanction a scheme for merger between two or more companies; and

12.  Under section 558 for relief from liability of an officer of a company or a person employed by a company as auditor.

PROCEDURE FOR PETITION

This has to do with summons for direction in regards to petition –

1.      Under Rule 4 of the Rules, there shall be a presentation of the petition.

2.      After the presentation, the petitioner must, under Rule 5 of the Rules, except where the application is made under section 121(2) of the Act to sanction the issue of shares at a discount, or section 100(3) of the Investments and Securities Act (ISA) to sanction a compromise or arrangement except as provided in rule 52(6), or under section 525(6) of the Act for an order restoring the name of the company to the register, apply for direction as in Form 5.

3.      On the hearing of the summons, the court may give such direction, as to the proceedings to be taken before the hearing of the petition, as it thinks fit – Rule 5(3) of the Rules.

4.      When the application made by the petition is to confirm a reduction of share capital (section 107 of CAMA), or of the share premium account (section 120 of CAMA)  of the capital redemption reserve fund (section 158 of CAMA) of accompany, the court may give additional directions for inquiry as to debts of and claims against the company, and also as to the proceedings to be taken for settling the list of creditors entitled to object to the reduction and fixing the date of the list – Rule 5(4) of the Rules.

This has to do with inquiry as to debts –

1.      Where an inquiry is order as to the debts, the company must, within fourteen (14) days, file in the court, an affidavit made by a competent officer of the company verifying a list of creditors as in Rules 6 and 7.

2.      The company must give notice of the list of creditors – Rule 8 of the Rules, and advertise a notice of the list in the newspaper as required by Rule 9.

3.      With regard to claims by creditors, the company must also file an affidavit made by the company’s solicitor and a competent officer of the company in the form required in Rule 10.

4.      Where there is dispute as to the entitlement of creditors to be entered in the list, the dispute is to be adjudicated upon and settled by the court as provided by Rules 11, 12 and 13.

5.      The list of creditors entitled to object to the reduction must be certified and the certificate filed by the Court Registrar – Rule 12 of the Rules.

HEARING THE PETITION

Where a petition is for the confirmation of a reduction under Rule 5(4) and the court had directed an inquiry as above, the petition shall not be heard before the expiration of at least eight (8) clear days after the filing of the certificate – Rule 14 of the Rules. Before the hearing, a notice of the day appointed for the hearing must be published in the newspaper as the court directs – Rule 14(2) of the Rules.

PROCEDURE FOR ORIGINATING SUMMONS

Under Rule 2(2) of the Rules, the procedure for originating summons must be as specified in the Appendix to the Rules.

An application under section 317 (production of documents and evidence to inspectors) or section 638 (production of books, where offence suspected) may be made ex parte originating summons.

A. D. R AS AN ALTERNATIVE IN DISPUTE RESOLUTION OF DISPUTES INVOLVING COMPANIES

Alternative Dispute Resolution (ADR) is a term generally used to refer to informal dispute resolution processes in which the parties meet with a professional third party who helps them resolve their dispute in a way that is less formal and often more consensual than is done in the courts. While the most common forms of Alternative Dispute Resolution (ADR) are mediation and arbitration, there are many other forms.

Parties in company proceedings who are in disagreement come agree to settle through any of the alternative dispute resolutions like negotiation, etc rather than going through litigation in the court (Federal High Court as regards to company matters) which will be costlier and will also amount to delay.

Alternative Dispute Resolution (ADR) is generally faster and less expensive. It is based on more direct participation by the disputants, rather than being run by lawyers, judges, and the state. In most ADR processes, the disputants outline the process they will use and define the substance of the agreements. This type of involvement is believed to increase people's satisfaction with the outcomes, as well as their compliance with the agreements reached.

Most Alternative Dispute Resolution (ADR) processes are based on an integrative approach. They are more cooperative and less competitive than adversarial court-based methods like litigation. For this reason, Alternative Dispute Resolution (ADR) tends to generate less escalation and ill-will between parties. In fact, participating in an Alternative Dispute Resolution (ADR) process will often ultimately improve, rather than worsen, the relationship between the disputing parties.

ETHICAL ISSUES

1.      Rule 14 of the Rules of Professional Conduct (RPC), 2007 – A lawyer shall dedicate and devote his attention to the cause of his client.

2.      Rule 32(1) of RPC – A lawyer in appearing in his professional capacity before a Court shall not deal with the Court otherwise than candidly and fairly.

ROLES OF SOLICITOR IN PUBLIC OFFER OF SECURITIES

The roles of a solicitor in public offer and sale of securities are –

1.      Ensuring the company is a public company. If it is a private company, the solicitor must ensure the proper procedure is followed to convert the company from private to public company.

2.      Ensuring that the shares to be issued are within the nominal share capital of the company. If necessary the nominal share capital of the company may be increased to accommodate the new issue.

3.      Ensuring that necessary application and returns are made to the Corporate Affairs Commission in case of conversion of a private company to public company or increase in the capital of the company.

4.      Making sure that shares to be issued are registered with the Securities and Exchange Commission.

5.      Advising on whether the issue is such that will require full prospectus, abridged prospectus or falls within the provided exemptions will not need prospectus.

6.      Ensuring that any prospectus issued make all the required disclosures.

7.      Advising on any on-going or threatened litigation or claim(s) the outcome of which may adversely affect the fortune of the company.

8.      Getting all written consent, including his own and that of other experts that may be mentioned in the prospectus.

9.      Drafting and registration of prospectus and also ensuring the prospectus carry the signature of all directors named in the prospectus as directors.

10.  Investigating and ensuring all parties to the issue hold a current and subsisting registration with the Securities and Exchange Commission.

11.  Making sure there is no untrue or misleading statement in the prospectus.

12.  Advising on the opening of subscription lists before any allotment.

13.  Ensuring that allotment is not made unless minimum subscription has been achieved.

14.  Advising that application money be held in trust in a separate account as deposit by the issuing house.

15.  Advising on the allotment.

16.  Advising on when to return money in case of over subscription.

17.  Preparing, perusing, and making sure all material contracts are duly approved and executed.

18.  Seeking the initial and final approval of the Securities and Exchange Commission and the Stock Exchange to the issue.

19.  Advising the company on the listing rules of the Stock Exchange.

20.  Ensuring that the issue conforms to all necessary laws and regulations, that is, Companies and Allied Matters Act (CAMA), Investment and Securities Act (ISA), listing requirements of the Securities and Exchange Commission (SEC), and the Nigerian Stock Exchange (NSE).

COMPANY SECURITIES

The major characteristic of a public company is that it can offer its securities to the public for sale or subscription.

Section 315 of ISA defines security to mean –

(a)    Debentures, stocks or bonds issued or proposed to be issued by a government;

(b)   Debentures, stocks, shares, bonds or notes issued or proposed to be issued by a body corporate;

(c)    Any right or option in respect of any such debentures, sticks, shares, bonds or notes; or

(d)   Commodities futures, contracts, options and other derivatives as provided in the definition.

It should, however, be noted that ‘a futures contract’ is an agreement to buy or sell a standardised asset (such as a commodity, stock, or foreign currency) at a fixed price at a future time.

METHODS OF PUBLIC OFFER/SALE OF SECURITIES

There are several methods of public offer and sale of securities, but the major ones are –

1.      Direct offer;

2.      Offer for sale; and

3.      Placement.

DIRECT OFFER

This is also referred to as public offer. Under this, the company offers its shares (or debentures) to the public through an issuing house (usually a Bank or other. financial institution) by means of a prospectus (any written or electronic information, notice, advertisement or other forms of invitation offering to the public for subscription or purchase, any shares, debentures or other approved and recognised securities of a company and other issues or scheme). The risk of failure of the issue is born by the company which, in order to protect itself, arranges for the issue to be underwritten at an agreed commission by an issuing house. Thus, the risk of failure lies with the offeror of securities (the company) as the company could spend much more than they eventually got.

OFFER FOR SALE

This is where a company allots its shares or debentures to an issuing house which then invites the public to buy from it usually at a higher price. The risk of failure of the issue is born by the issuing house which usually will underwrite the issue.

An offer for sale needs a prospectus due to the fact that it is an invitation to the public.

PLACEMENT

This means that invitation is not made to the public whether directly or indirectly. The company sells its shares to an issuing house which offers (or places) the shares not to the public at large but to clients or institutional investors; or the company ‘places’ their shares with the issuing house and gives commission for every share sold e.g. Insurance companies and Pensions funds. The company pays brokerage (commission) to the issuing house.

COLLECTIVE INVESTMENT SCHEME

This is provided for under sections 153 and 315 of the Investments and Securities Act (ISA), 2007.

Under section 153 and 513, collective investment scheme is defined thus –

“a scheme in whatever form, including an open-ended investment company, in pursuance of which members of the public are invited or permitted to invest money or other assets in a portfolio, and in terms of which –

(a)   Two or more investors contribute money or other assets to and hold a participatory interest in a portfolio of the scheme through shares, units or any other form of participatory interest;

(b)   The investors share the risk and the benefit of investment in proportion to their participatory interest in a portfolio of a scheme or in any other basis determined in the deed, but not a collective investment scheme authorised by any other Act.

Thus, collective investment scheme is a scheme whereby members of the public are invited or permitted to invest money or other assets in a portfolio. The interest investors have is a participatory interest, and they are neither shareholders nor debenture holders.

NATURE OF COLLECTIVE INVESTMENT SCHEME

The scheme relates to some special types of arrangements whereby people pool their little resources together for profits such as those found in unit trusts and in local community contributions.

TYPES OF COLLECTIVE INVESTMENT SCHEME

Section 154 of the Investments and Securities Act provides for three types of the scheme namely –

(a)    Unit trust scheme; or

(b)   Open-ended investment company; or

(c)    Real Estate Investment Company or trusts.

UNIT TRUST SCHEME

This is an arrangement made for the purpose of providing facilities for participation of the public as beneficiaries under a trust, in profits or income arising from acquisition, management or disposal of Securities or any other property – sections 152 and 315 of ISA.

OPEN-ENDED INVESTMENT COMPANY

This is a company with an authorised share capital whose articles of association authorise the acquisition of its own shares structured in such a manner that it provides for the reissuing of different classes of shares to investors, each class of shares representing a separate portfolio with a distinct investment policy – sections 152 and 315 of ISA.

REAL ESTATE INVESTMENT COMPANY OR TRUSTS

This is defined under section 193(1) of ISA as “a body corporate incorporated for the sole purpose of acquiring intermediate or long term interests in real estate or property development, may raise funds from the capital market through the issuance of securities which shall have the following characteristics –

(a)    An income certificate giving the investor a right to a share of the income of any property or property development; and

(b)   An ordinary share in the body corporate giving the investor voting rights in the management of that body corporate.

ORGANS OF COLLECTIVE INVESTMENT SCHEME

These are –

1.      Manager.

2.      Holder.

3.      Issuer.

4.      Trustee.

5.      Custodian.

MANAGER

This is the person whom the powers of the management is vested relating to property for the time being subject to any trust created in pursuance of the scheme.

Section 155 of ISA states that the manager shall administer a collective investment scheme honestly and fairly, with skill, care and diligence; and in the interest of investors and the securities industry.

However, no person shall perform any act or enter into any agreement or transaction for the purpose of administering the scheme, unless such person is incorporated under the Companies and Allied Matters Act, and the person is registered as a fund or portfolio manager – section 155 of ISA.

The commission has the power the cancel the administration of a manager – section 174 of ISA.

DUTIES OF A MANAGER

Under section 157 of ISA, the duties of the manager of a scheme shall be to –

1.      Avoid conflict between the interests of the manager and the interests of an investor;

2.      Disclose the interests of its directors and management to the investor;

3.      Maintain adequate financial resources to meet its commitments and to manage the risks to which its collective investment scheme is exposed;

4.      Organise and control the scheme in a responsible manner;

5.      Keep proper records;

6.      Employ adequately trained staff and ensure that they are properly supervised;

7.      Have well-defined compliance procedures; and

8.      Promote investor education.

HOLDER

This is any investor or beneficiary who has acquired units of a collective investment and is entitled to a pro rata share of dividends, in trust or other income of the securities comprised in the unit – section 152 of ISA.

ISSUER

This is a person with the duties to perform that of a manager pursuant to the provisions of the trust deed or other agreement under which the units or securities are issued – section 152 of ISA.

TRUSTEE

This is a person registered by the Commission to so act, and in whom the property for the time being, subject to any trust created in pursuance of an approved scheme or operation, is or may be vested, in accordance with the terms of the trust – section 152 and 315 of ISA.

CUSTODIAN

This is a person who has custody as a bailee of securities or certificate issued in the investor’s name with the investor’s name appearing in the issuer’s register as the beneficial owner of the securities – section 152 and 315 of ISA.

APPOINTMENT OF CUSTODIAN OR TRUSTEE

A manager shall appoint either a trustee or a custodian for any scheme managed by it having regard to the structure of the scheme – section 178(1) of ISA.

A trustee or custodian intending to retire from an appointment shall give to the manager and the Commission not less than three (3) months notice, and during the said period of three (3) months, the manager concerned shall take steps to appoint another trustee or custodian to act as such – section 178(3) of ISA.

Only persons registered under the Commission as trustee or custodian can act as a trustee or a custodian – section 178(2) of ISA.

QUALIFICATIONS AND REGISTRATION OF TRUSTEE OR CUSTODIAN

The commission shall only register a person as trustee or custodian if the commission is satisfied that –

1.      The person is not in relation to the manager, either a holding company or a subsidiary or fellow subsidiary company within the meaning of those terms as defined in the Companies and Allied Matters Act; and

2.      The general financial commercial standing and independence of the person is such that it is fit for performing the functions of a trustee or custodian and that the person is by reason of the nature of its business sufficiently experienced and equipped to perform such functions – section 179(3) of ISA.

DUTIES OF TRUSTEE OR CUSTODIAN

A trustee or custodian shall –

(a)    Ensure that the basis on which the sale, repurchase or cancellation of participatory interest effected by or on behalf of a scheme is carried out in accordance with the Act and the trust deed or custodial agreement;

(b)   Ensure that the selling or repurchase price of participatory interests is calculated in accordance with this Act and the trust deed or custodial agreement;

(c)    Carry out the instructions of the manager unless they are inconsistent with this Act or the trust deed or custodial agreement;

(d)   Verify that, in transactions involving the assets of a scheme, any consideration is remitted to it within acceptable units of market price;

(e)    Verify that the income accruals of a portfolio are applied in accordance with the Act and the trust deed or custodial agreement;

(f)    Enquire into and prepare a report on the administration of the scheme by the manager during each annual accounting period, in which it shall be stated whether the scheme has been admitted in accordance with the provisions of this Act and the trust deed or custodial agreement – section 181(1) of ISA.

Section 181(2) and (3) of ISA stated additional duties which are –

A trustee or custodian shall report to the manager any irregularity or undesirable practice, concerning the collective investment scheme of which it is aware; and he shall satisfy itself that every income statement, balance sheet or other return prepared by the manager in terms of section 169 fairly represents the assets and liabilities, as well as the income and distribution of income, of every portfolio of the scheme administered by the manager.

At the request of the trustee or custodian, every director or employee of the manager shall submit to the trustee or custodian any book or document or information relating to the administration by the manager of its collective investment scheme which is in its possession or at its disposal, and which the trustee or custodian may consider necessary to perform its functions – section 181(4) of ISA.

LIABILITY OF TRUSTEE OR CUSTODIAN

Under section 168 of ISA, any provision in the trust deed or custodial agreement is void if it has the effect of exempting the trustee or custodian from or indemnifying it against liability for breach of trust or where he fails to exercise the care and diligence required of it as trustee or custodian.

Section 183 of ISA went further to state that the trustee or custodian of a scheme shall indemnify the manager and investors against any loss or damage suffered in respect of money or other assets in the custody of the trustee or custodian and which loss or damage is caused by the negligent act or omission of the trustee or custodian.

CREATION AND MANAGEMENT OF COLLECTIVE INVESTMENT SCHEME

1.      The manager, trustee or custodian must –

(a)    Obtain incorporation under the Companies and Allied Matters Act (CAMA).

(b)   Register with Securities and Exchange Commission (SEC).

(c)    Have the capital and reserve fund as may be prescribed by the SEC – section 160(3)(b) of ISA.

2.      Preparation of Trust Deed or Custodian Agreement in compliance with the Act and regulations of the SEC – section 160(3)(d) of ISA.

3.      Registration of the Scheme. For the scheme to be carried on, it must be authorised by and registered with the SEC – section 160(1) of ISA.

4.      Registration of Units or Securities. It is unlawful for any person to deal in units or securities of a scheme unless they are duly registered with the SEC – section 161 of ISA.

5.      Approval of prospectus and other offer documents of the scheme. Any letter, notice, circular or document prepared by the manager for the purpose of offering units or securities of a scheme to the public must be approved by the trustee or custodian, and submitted to the SEC for approval before such letter, notice, circular or document is published – section 164 of ISA.

6.      Determination of market price. A unit or security must be valued at its fair market price and the SEC may by regulation prescribe the mode and method of determining the fair market price – section 170 of ISA.

7.      Investment of a collective scheme. A scheme fund must be invested by a manager in accordance with the provisions of the trust deed or custodian agreement with the objectives of safety and maintenance of fair returns on amounts invested – section 171(1) of ISA.

8.      A manager may invest the funds and assets of a scheme in units of any investment funds, provided that such investment fund may only be invested in the categories of investments set out in real estate.

9.      The SEC may, by regulation, impose additional restrictions on investments by a manager where such additional restrictions are imposed with the objects of protecting the interest of scheme or its beneficiaries.

10.  For the purpose of complying with any guideline set by the SEC as to the quality of instruments and banks that scheme fund assets may be invested in, and to ensure the safety of scheme assets in general, a manager shall have due regard to the risk rating of instruments that has been undertaken by a rating company registered under ISA – section 171 of ISA.

16 Reasons Why You Must Have Sex Daily

Admit it or not, Sex is still the most interesting (or most controversial - depending on how you look at it) topic known to man. Even if you're the conservative type, I'm sure you'll take notice when there's this mention of sex or anything related to it. 

sex is an appreciated act but still a subject matter best kept talked about in private. But whether you're the more liberated type or the shy type who wishes to keep this knowledge to himself or herself, everyone deserves to know the advantages of having sex - happiness, longevity and a healthy body.

Read more of the article "16 Reasons to Have Daily Sex" below and start enjoying the benefits of the intimate act.

Stressed, burdened with life's difficult problems and fear that your health is declining? Then sex is the answer to happiness, longevity and a healthy body.

You don't agree?

Well,here is a list of the health benefits of sex, so do it daily to experience complete pleasure. These are 16 reasons to have sex today!

1. De-stress
Sex helps you reduce stress. When deep breathing exercises fail to de-stress you, sex will do the needful.

During sex your body produces dopamine, a substance that fights stress hormones, endorphins, aka "happiness hormones" and oxytocin, a desire-enhancing hormone secreted by the pituitary gland. In a study, published in the Public Library of Science journal, three neuroscience researchers conducted a test on male rats and found that the sexually active rats were less anxious than rats with no sexual activity.


2. Great Form of Exercise
Making love is a form of physical activity. During intercourse, the physiological changes in your body are consistent with a workout. You must have noticed that the respiratory rate rises, which means you get tired. Hence, you burn calories. If you have sex three times a week for 15 minutes (but we know you can do better than that) you'll burn about 7.500 calories in a year. That's the equivalent of jogging 75 miles! Heavy breathing raises the amount of oxygen in your cells, and the testosterone produced during sex keeps your bones and muscles strong.

3. Lowers high blood pressure
Hugs and sex can improve your blood pressure. Sex reduces diastolic blood pressure, that is, the bottom number while reading blood pressure.

Researchers with the University of Paisley conducted an experiment on the same. They concluded that sex improves blood pressure.

4. Builds your immunity
Trying to fight the sniffles? Sex is the answer to fight cold and other health problems; sex can boost your immunity.

Immunoglobulin A, an antigen that fights the flu increases when the frequency of sex increases.

5. Makes You Look Younger
Making love three times a week can make you look 10 years younger, claims a Scottish researcher. "It's good for you to have good sex," says David Weeks, a clinical neuropsychologist at the Royal Edinburgh Hospital, whose study on the effects of sex on aging appears in his book, Secrets of the Super Young.

6. Healthy heart
Sex helps you burn calories but it can also improve your heart. Sex will take care of stroke and heart attacks, you just have to enjoy the moment.

Scientists with New England Research Institute examined the effect of sex on the heart. The study concluded that men are 45 percent less likely to experience cardiovascular diseases. But the study fails to study the effect of sex on a woman's heart.

7. Pain relief
Pleasure is the measure to beat out the pain. Do you experience migraines and body pain? Well sex is the answer. But if you experience back pain, it is best to consult a doctor.

Dr. George E. Erlich, an arthritis specialist from Philadelphia conducted a study on the link between arthritis and sex. He narrows down that patients who engaged in sex experienced less pain.

8. Builds trust and intimacy
The act of sex spikes the hormone oxytocin; this hormone is responsible for your happiness and love. If your feel your relationship is falling out, there is trust or you're worried that your partner will stray away, then sex will dispel these doubts. The hormone oxytocin builds trust and brings couples closer, and cupid too. 

9. Less chances of cancer
Regular ejaculation reduces your chances of developing prostate cancer. In an Australian study men who ejaculated 21 times a month were least likely to develop cancer. It is further supported by other researches that sexual intercourse reduces the risk of prostrate cancer.

10. Stronger pelvic muscles
Sex involves the use of several muscles; hence regular sexual intercourse can help you develop stronger pelvic muscles. Further, since the act of sex involves a range of muscles, it also helps strengthen these muscles - for ex: quads, your core, and the upper back. Through regular sex, you can also maintain a strong bladder and bowel function.

Strong muscles, calorie burner, improves heart health - sex seems to take care of you.

11. Prostate Protection
Most of the fluid you ejaculate is secreted by the prostate gland. If you stop ejaculating, the fluid stays in the gland, which tends to swell, causing lots of problems. Regular ejaculation will wash those fluids out and ensure the well being of your prostate until old age. Problems may also occur when you suddenly change the frequency of ejaculations.

12. Induces sleep
After that great, lovely workout you are bound to get good sleep. But guess what? Sex works the same way as exercise. The increased heart rate leads to increased post-coital relaxation. Sex could be the next thing for insomniacs! So what really happens:

- Sex can relax you, hence if you are already tired, the act of sex will induce sleep.
- When men ejaculate they become lethargic, this can make them sleepy.

13. Regular periods
Apparently sex can improve your menstrual cycle. Sex regulates hormones, which in turn regulate the menstrual cycle. Sex reduces stress, which is one of the reasons women miss their periods. Sex seems like a better option than pills.

14. Prevents Erectile Dysfunctions
Fifty per cent of men older than 40 suffer from erectile dysfunctions and all young men fear the moment when they won't be able to get it up any more. The best medicine against impotence is...sex. An erection keeps the blood flowing through your penile arteries, so the tissue stays healthy. Plus, doctors compare an erection to an athletic reflex: the more you train the more capable you are to perform.

15. Live longer
A healthy heart, stronger muscles, increased circulation of oxygen and happiness are some of the factors that add life to the years and as a result - years to your life.

A study published in the British Medical Journal reveals that men who engaged in sex often live twice as those who rarely had any action.

16. Healthier semen
If you're trying to conceive, you increase the volume of semen if you have sex regularly. Regular sex replaces old sperms from the testicles. If there is a natural build of sperms it can lead to DNA damage.

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