Chapter 14:10

Industrial Development Corporation Act

Acts 51/1963, 79/1963, 10/1964, 18/1972, 57/1972 (s. 22), 27/1984, 1/1988, 29/1990; R.G.Ns. 214/1964, 394/1965, 217/1970; S.I. 236/1980.

ARRANGEMENT OF SECTIONS

Section

1. Short title.
3. Constitution and registration of Corporation.
4. Objects of Corporation.
5. Powers of Corporation.
6. General lines along which Corporation’s powers should be exercised.
7. Board of directors.
8. Alternate directors.
9. Members of Parliament not to be directors.
10. Tenure and conditions of office of directors.
11. Meetings of Board.
12. General Manager.
13. Share capital.
14. Limitation of liability of the State.
16. Appropriation of profits.
17. Accounts and audit.
19. Information to be furnished to Minister and to Parliament.
20. Winding up of Corporation.
21. Use of name of Corporation.
22. Application of Companies Act.
23. Staff of Corporation.
24. Corporation deemed to be approved service.
25. Corporation to contribute to Consolidated Revenue Fund.
26. Establishment by Corporation of pension fund.
27. Refund of contributions.
28. Transfer of assets.

SCHEDULE: Matters in respect of which the Board may Make Regulations.

AN ACT to constitute a corporation the object of which shall be to promote the establishment of new industries and industrial undertakings and the development of existing industries and industrial undertakings; to provide for contributions by certain members of the staff of the corporation to the Consolidated Revenue Fund for the purpose of pensions and other benefits; and to provide for other matters incidental to the foregoing.

[Date of commencement: 1st November, 1963.]

1    Short title

This Act may be cited as the Industrial Development Corporation Act [Chapter 14:10].

                   2    Interpretation

“Board” means the board of directors referred to in subsection (1) of section seven;

“company” means an association of persons, whether incorporated or unincorporated;

“Corporation” means the Industrial Development Corporation of Zimbabwe, Limited;

“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.

                   3     Constitution and registration of Corporation

• Upon the 29th November, 1963, there shall be constituted a body corporate to be called the Industrial Development Corporation of Zimbabwe, Limited, and the Registrar of Companies shall enter the name of the Corporation in his registers.
• With effect from the 2nd May, 1980, the Corporation shall be called the Industrial Development Corporation of Zimbabwe, Limited.

                   4    Objects of Corporation

The objects of the Corporation shall be—

(a) with the approval of the Minister, to establish and conduct any industrial undertaking; (b) to facilitate, promote, guide and assist in the financing of—

• new industries and industrial undertakings;
• schemes for the expansion, better organization and modernization of and the more efficient carrying out of operations in existing industries and industrial undertakings;
• without prejudice to the functions and powers conferred upon other relevant agencies or institutions of the Government and so far as may be practicable, to assist and support the development of small-scale or medium-scale industries and industrial undertakings;
• within the scope of its functions and powers, to implement policies of the Government in regard to decentralization of industry, choice of technology and such other matters connected with industrial development as the Minister may specify for that purpose;
• to undertake the development of management and technical expertise in the carrying out of operations in industries and industrial undertakings, including the development of expertise in project analysis, evaluation of investment opportunities and the provision of consultancy services;
• to take such measures as may be necessary or expedient to enable the Corporation to exercise direct and effective control over enterprises in which it has made an investment;

to the end that the economic requirements of Zimbabwe may be met and industrial development within Zimbabwe may be planned, expedited and conducted on sound business principles.

                   5    Powers of Corporation

For the purpose of attaining its objects, the Corporation shall have power—

• to promote or assist in the promotion of companies for conducting industrial operations in Zimbabwe or any other country;
• to lend or advance money to, to acquire an interest in or to provide, or by underwriting or otherwise to assist in the subscription of, capital for, any company engaged in or proposing to establish or to expand or modernize any such industry or industrial undertaking as is referred to in section four;
• to hold, manage, develop, let or hire, buy, subscribe for or otherwise acquire, or sell or otherwise dispose of, or hypothecate or otherwise deal in, immovable or movable property of any sort, including stocks, shares, bonds, debentures and securities of, and any interest in, any company and, where necessary, to act as trustee for debenture holders;
• to make, draw, accept or endorse negotiable instruments;
• to guarantee any undertaking given in relation to the financing of any company or the performance of any contract by any company;
• by the issue of debentures or debenture stock or otherwise to raise loans or borrow moneys:

Provided that the amount owing at any time in respect of loans raised or moneys borrowed shall not, without the approval of the Minister and of the Minister responsible for finance, exceed the amount of the issued capital of the Corporation at that time;

• to act as the manager or secretary of any company and to appoint any person to act on behalf of the Corporation as a director of or in any other capacity in relation to any company, and to act as the agent or representative of other companies, whether carrying on business in Zimbabwe or elsewhere;
• to procure the registration of the Corporation outside Zimbabwe and, generally, to enter into any contract and perform any act, whether within Zimbabwe or elsewhere, which may be necessary for or incidental or conducive to the attainment of any of the objects of the Corporation, or which are calculated directly or indirectly to enhance the value of the services which the Corporation can render towards industrial development within Zimbabwe;
• to appoint any person or promote any company for the purpose of—
  • providing management services to the Corporation or any subsidiary company of the Corporation;
  • promoting and developing the Corporation’s human resources by way of personnel training in sound financial administration, management techniques and services, computers, project implementation, and any other field related to the activities of the Corporation;
  • acting as agent or representative of other companies, whether carrying on business in Zimbabwe or elsewhere:

Provided that any person so appointed or company so promoted shall act under the authority and direction of the Board and shall not, without the written consent of the Board, delegate any function assigned by the Board to that person or company.

6 General lines along which Corporation’s powers should be exercised It shall be the duty of the Corporation so to exercise its powers—

• that every application or proposal dealt with by it is considered strictly on its economic merits, irrespective of all other considerations whatsoever; and
• that all matters relating to the raw materials necessary for carrying on the industry or industrial undertaking, or the proposed industry or industrial undertaking, to the labour supply available for the carrying on thereof, to the rates of wages proposed to be paid and to the markets available for the disposal of the products thereof are carefully reviewed; and
• that generally the activities of the Corporation referred to in paragraph (b) of section four are directed towards guiding and assisting others in financing the establishment or development of industries or industrial undertakings and that, so far as may be practicable, the Corporation shall not be required to provide an unduly large proportion of the capital which is necessary for such establishment or development.

                   7    Board of directors

• The operations of the Corporation shall be managed and controlled by a board of directors, which may exercise all such powers of the Corporation as are not by this Act required to be exercised by the Minister.
• The Board shall consist of not less than five and not more than nine directors:

Provided that if at any time the number of directors holding office falls below five, the remaining directors shall manage and control the affairs of the Corporation.

• All the directors shall be appointed by the Minister, after consultation and in accordance with any directions the President may give him for their ability and experience or administration and their suitability otherwise for appointment as directors.
• The Minister shall appoint one of the directors to be chairman of the Board.
• The directors may appoint one of their number to be deputy chairman of the Board.
• No decision or act of the Board or act done under the authority of the Board shall be invalid by reason only of the fact that a disqualified person purported to act as a member of the Board at the time that decision was taken or that act was done or authorized.

                   8    Alternate directors

• Subject to this Act, each director may, with the approval of the Minister, nominate an alternate director to act in his place.
• An alternate director, when acting in the place of a director, shall in all respects have all the powers and discharge all the duties of that director:

Provided that an alternate director appointed by the chairman shall have only the powers and discharge only the duties of a director other than the chairman.

                   9    Members of Parliament not to be directors

No person shall be appointed, nominated or remain a director or alternate director who is a member of Parliament.

10 Tenure and conditions of office of directors

• Subject to this Act, a director shall hold office for such period, not exceeding three years, as the Minister may fix on his appointment, and shall, upon the expiry of his term of office, be eligible for reappointment as a director.
• A director shall vacate his office and his office shall become vacant—
• after the expiry of one month after the date upon which he gives notice in writing to the Minister of his intention to resign, or after the expiry of such period of notice as he and the Minister may agree; or
• on the date he begins to serve a sentence of imprisonment imposed in any country; or
• if he is required in terms of subsection (3) to vacate office; or
• if, after such director was given not less than seven days’ notice of each meeting, he is absent from three consecutive meetings of the Board without the Board’s permission.

(3) The Minister may require a director to vacate his office if the Minister is satisfied that the director—

• has conducted himself in a manner that is unbecoming of a director or is prejudicial to the interests or reputation of the Board or the Corporation; or
• has failed to comply with the conditions of his office fixed by the Minister in terms of subsection (6); or (c) is mentally or physically incapable of efficiently performing his functions as a director.
• On the death of, or the vacation of office by, a director, the Minister shall appoint a person to fill the vacancy until the expiry of the period during which the director would, but for his death or the vacation of his office, have continued in office:

Provided that, if the director would, but for his death or the vacation of this office, have continued to hold office for less than six months, the Minister need not appoint a person to fill the vacancy.

• A director shall be paid—
• such remuneration, if any, as the Minister may, after consultation with the Minister responsible for finance, fix for directors generally;
• such allowances as the Minister may fix to meet any reasonable expenses incurred by him in connection with the business of the Board:

Provided that the remuneration payable by the Corporation to any director in respect of any work done or office held by him, other than his work as or office of director, shall be determined by the Board.

(6) A director shall hold office upon such conditions, other than conditions as to remuneration, as the Minister may fix for directors generally.