SMALL ENTERPRISES DEVELOPMENT CORPORATION ACT

Acts 16/1983, 17/1988, 24/1990, 3/1997, 22/2001 (s. 4).

ARRANGEMENT OF SECTIONS

PART I

PRELIMINARY Section

1. Short title.

PART II

SMALLENTERPRISES DEVELOPMENT CORPORATION AND SMALL ENTERPRISESDEVELOPMENT BOARD

3. Establishment of Small Enterprises Development Corporation.
4. Establishment of Small Enterprises Development Board.
5. Constitution of Board.

5A.   Chairman and deputy chairman of Board.

6. Terms and conditions of office of members.
7. Disqualifications for appointment as member.
8. Vacation of office by member.
9. Board may require member to vacate office.
10. Filling of vacancies on Board.
11. Meetings and procedure of Board.
12. Committees of Board.
13. Remuneration and expenses of members of Board and of committees.
14. Members to declare connection with companies and firms dealing with Corporation.
15. Validity of decisions and acts of Board.
16. Execution of contracts and instruments by Corporation.
17. Minutes of proceedings of Board and committees. PART III

FUNCTIONS OF CORPORATION

18. Functions of Corporation.
19. Powers of Corporation.
20. Principles to be observed by Corporation.
21. Reports of Corporation.
22. Appointment of general manager.
23. Minister may give Corporation directions in national interest.

PART IV

FINANCIALPROVISIONS RELATINGTOCORPORATION

24. Capital of Corporation.
25. Revenues of Corporation. 25A. Dividends.

25B. Investments and loans by Corporation.

26. Corporation to make certain charges to revenue account.
27. Establishment and operation of reserve fund.
28. Meeting of deficiencies.
29. Financial year of Corporation.
30. Accounts of Corporation.
31. Audit of accounts of Corporation.
32. Powers of auditors.

PART V

GENERAL

33. Exemption from liability of Corporation and members.
34. Indemnity of members and officers of Corporation.
35. Investigation into affairs of Corporation.
36. Proceedings on failure of general manager, Board or Corporation to comply with Act.
37. Notes of hand.
38. Remedies of Corporation against defaulting debtor.
39. Leasing of movable property by Corporation.
40. Cession of rights by co-operative.
41. Special remedies in respect of co-operative.
42. Offices of Corporation.
43. Offences and penalties.

SCHEDULES

First Schedule: Powers of Corporation. Second Schedule: Sale of Securities.

AN ACT to establish the Small Enterprises Development Corporation and to provide for the functions thereof; to provide for the constitution and functions of the Small Enterprises Development Board; to regulate the financial affairs of the Small Enterprises Development Corporation; and to provide for matters incidental to and connected with the foregoing.

[Date of commencement: 16th November, 1984.]

PART I

PRELIMINARY

1    Short title

This Act may be cited as the Small Enterprises Development Corporation Act [Chapter 24:12].

                       2    Interpretation

In this Act—

“Board” means the Small Enterprises Development Board referred to in section four;

“co-operative” means—

• a co-operative company registered in terms of the Companies Act [Chapter 24:03]; or
• a co-operative society registered in terms of the Co-operative Societies Act [Chapter 24:05]; or
• any other association of persons which has as its object the promotion of the economic interests of its members in accordance with co-operative principles;

but does not include any such company, society or association which has as its main object the production or marketing of agricultural produce or livestock;

“Corporation” means the Small Enterprises Development Corporation established by section three;

“member” means the chairman or any other member of the Board referred to in subsection (1) of section five;

“Minister” means the Minister of Industry and Commerce or any other Minister to whom the President may, from time to time, assign the administration of this Act;

“private shareholder” means a person, other than the State, to whom one or more shares are issued in terms of subsection (2) of section twenty-three B;

[Definition inserted by Act No. 3 of 1997

“small commercial or industrial enterprise” means an enterprise which complies with such criteria as may from time to time be fixed by the Minister after consultation with such other Ministers as he considers have responsibilities that are related to or connected with the functions of the Corporation.

PART II

SMALLENTERPRISES DEVELOPMENT CORPORATION AND SMALL ENTERPRISESDEVELOPMENT BOARD

                       3     Establishment of Small Enterprises Development Corporation

There is hereby established a corporation, to be known as the Small Enterprises Development Corporation, which shall be a body corporate and shall, in the name of the Small Enterprises Development Corporation, be capable of suing and being sued and, subject to this Act, of performing all such acts as bodies corporate may by law perform.

                       4     Establishment of Small Enterprises Development Board

The operations of the Corporation shall, subject to this Act, be controlled by a board, to be known as the Small Enterprises Development Board, constituted in terms of this Part.

                       5    Construction of Board

(1) The Board shall consist of not fewer than five and not more than eleven members of whom—

• the Minister shall appoint not more than six, choosing them for their ability and experience in commerce or industry or for their suitability otherwise for appointment as members; and
• the private shareholders shall be entitled to elect the number specified in the first column of the Third Schedule corresponding to the percentage of the Corporation’s issued share capital for the time being held by the private shareholders, as specified opposite thereto in the second column of that Schedule.

(2) When appointing—

• all of the members referred to in paragraph (a) of subsection (1), the Minister shall consult the President and act in accordance with such directions as the President may give him.
• two of the members referred to in paragraph (a) of subsection (1), the Minister shall, in addition to the consultation referred to in paragraph (a) of this subsection, consult such other Ministers as he considers have responsibilities that are related to the functions of the Corporation.
• An election of members referred to in paragraph (b) of subsection (1) shall take place at an annual meeting of private shareholders held in terms of regulations made under section forty-four.
• Subject to subsection (5)—
• the Minister may appoint any person as an alternate to any member referred to in paragraph (a) of subsection (1);
• the private shareholders may elect any person as an alternate to any member referred to in paragraph (b) of subsection (1);

and such person—

• shall act as a member only when the member to whom he is alternate is for any reason unable to exercise his functions on the Board; and
• when acting as a member, shall exercise the functions of the member to whom he is an alternate:

Provided that an alternate to the chairman or deputy chairman of the Board shall not exercise the functions of the chairman or deputy chairman, as the case may be.

• No person shall be appointed or elected as an alternate to a member in terms of subsection (4) unless he is qualified for appointment or election as a member in terms of this Act.
• In appointing a person as an alternate to a member in terms of subsection (4), the Minister shall be bound by the same requirements for appointment as are applicable, in terms of paragraph (a) of subsection (1) and of subsection (2), to the appointment of members.

[Section substituted by Act No. 3 of 1997]

5A Chairman and deputy chairman of Board

• The Minister shall appoint one member as chairman of the Board and another member as deputy chairman of the Board, and the deputy chairman shall exercise the functions of the chairman during any period that the chairman is unable to do so.
• The general manager of the Corporation, if he is a member, shall not be appointed chairman or deputy chairman of the Board.

[Section inserted by Act No. 3 of 1997

                       6    Terms and conditions of office of members

• Unless he vacates his office earlier, a member shall hold office for a period of three years from the date of his appointment or election, as the case may be:

Provided that, if at the first election of members after the date of commencement of the Small Enterprises Development Corporation Amendment Act, 1996, the private shareholders elect two or more members, one such member, who shall be chosen by lot, shall hold office for two years from the date of his election.

• On the expiry of the period for which a member has been appointed, he shall continue to hold office until he has been reappointed or his successor has been appointed;

Provided that a member shall not hold office in terms of this subsection for a period exceeding six months.

• A member who resigns or retires shall be eligible for reappointment or re-election to the Board.
• Subject to this Act, an alternate member shall continue as such for so long as the member to whom he is alternate holds office.
• Members shall hold office on such terms and conditions as the Board, with the approval of the Minister, may fix.

[Section substituted by Act No. 3 of 1997

                       7    Disqualifications for appointment as member

No person shall be qualified for appointment or election as a member and no person shall be qualified to hold office as a member who—

• is not a citizen of Zimbabwe permanently resident in Zimbabwe; or
• has, or is married to a person who has, a financial interest in any business, or is, or is married to a person who is, engaged in any activity connected with any business, if, in the opinion of the Minister, such financial interest or activity is likely to interfere with the impartial discharge by that person of his duties as a member; or
• has in terms of a law in force in any country—
  • been adjudged or otherwise declared insolvent or bankrupt and has not been rehabilitated or discharged; or
  • made an assignment to, or arrangement or composition with, his creditors which has not been rescinded or set aside; or
• has, within the period of five years immediately preceding the date of his proposed appointment, been sentenced in any country to a term of imprisonment of or exceeding six months imposed without the option of a fine and has not received a free pardon.

[Section amended by Act 3 of 1997]