168 Inspector’s report to be evidence A copy of any report of any inspector appointed under this Act shall be admissible in any legal proceeding as evidence of the opinion of the inspector in relation to any matter contained in the report. Directors and Other Officers 169 Directors and secretary (1 ) Every company shall have not less than two directors, other than alternate directors, at least one of whom shall be ordinarily resident in Zimbabwe. (2 ) Every company shall have at least one secretary ordinarily resident in Zimbabwe. (3 ) Every person signing the memorandum of a company shall, until other directors are appointed, be deemed to be a director of the company and be liable for all the duties and obligations of a director: Provided that where a person signs the memorandum, whether as agent or otherwise, on behalf of some other person who is not qualified to be a director of the company, the first-mentioned person shall be deemed to be a director. (4 ) Where subsection (1 ) or (2 ) are not complied with in relation to any company, each director of that co mpany shall, unless he satisfies the court that he took all reasonable steps that were available to him to secure compliance with the relevant provisions, be guilty of an offence and liable to a fine not exceeding level three. [Section as amended by Act No. 22 of 2001] 170 Validity of acts of directors The acts of a director or manager shall be valid notwithstanding any defect that may afterwards be discovered in his appointment or qualification. 171 Restrictions on appointment or advertisement of director (1 ) This section shall not apply to — (a ) an association licensed under section twenty-six; or (b ) a private company; or (c) a company which was a private company before becoming a public company; or (d ) a prospectus issued by or on behalf of a company after the expiration of one year from the date at which the company was entitled to commence business. (2 ) A person shall not be capable of being appointed director of a company by the articles, and shall not be named as a director or proposed director of a company in the list to be lodged in terms of subsection (4) or in any prospectus issued by or on behalf of the company, or in relation to an intended company or in any statement in lieu of prospectus lodged by or on behalf of the company, unless, before the lodging of the list or registration of the articles or the publication of the prospectus, or the lodging of the statement in lieu of prospectus, as the case may be, he has himself or by his agent authorized in writing— (a ) signed and lodged with the Registrar a consent in writing to act as such director; and (b ) either signed the memorandum of association for a number of shares not less than his qualification, if any, or signed and lodged with the Registrar a contract in writing to take from the company and pay for his qualification shares, if any. (3 ) The share qualification mentioned in subsection (2) means a share qualification required on appointment to the office of director or within a period determined by reference to the time of appointment and the words ��qualification shares” shall be construed accordingly. (4 ) When application is made under section twenty-one for registration of the memorandum and of the articles, if any, of a company the applicant shall lodge with the Registrar a list, in the prescribed form, of the persons, if any, not being less than two, with their full names, addresses and occupations, who have consented to be directors of the company and, upon such registration, the persons who have so consented shall, until other directors are appointed, be deemed to be the directors of the company and liable for all the duties and obligations of a director. (5 ) For the purposes of subsection (4), a person who, having consented to be a director, has before the lodging of the list with the Registrar withdrawn his consent by notice in writing lodged with the Registrar, shall be deemed to be a person who has not so consented. 172 Share qualifications of directors (1 ) Without prejudice to the restrictions imposed by section one hundred and seventy-one, it shall be the duty of every director who is by the articles of the company required to hold a specified share qualification and who is not already qualified, to obtain his qualification within two months after his appointment or such shorter time as may be fixed by the articles. (2 ) The office of director of a company shall be vacated if the director does not, within two months from the date of his appointment or within such shorter time as may be fixed by the articles, obtain his qualification or if, after the expiration of the said period or shorter time, he ceases at any time to hold his qualification. (3 ) A person vacating office under this section shall be incapable of being reappointed director of the company until he has obtained his qualification.