(3 ) With respect to loans subsection (1) shall apply to a loan to any person who has, during the company’s financial year, been a director or other officer of the company made before he became a director or officer, as it
applies to a loan to a director or officer of the company.
(4 ) If in the case of any such accounts as aforesaid provisions of this section are not complied with, it shall be
the duty of the auditors of the company by whom the accounts are examined to include in their report on the
balance sheet of the company, so far as they are reasonably able to do so, a statement giving the required particulars.
(5 ) References in this section to a subsidiary shall be taken as referring to a subsidiary at the end of the co mpany’s financial year, whether or not a subsidiary at the date of the loan.
(6 ) It shall be the duty of every director and of every other officer of a company an d of every person who
had, at any time within the previous two years, been a director or officer to give notice to the company of any such
matters relating to himself as may be necessary for the purposes of this section; and if he makes default in complying with such duty he shall be guilty of an offence and liable to a fine not exceeding level six or to imprisonment
for a period not exceeding six months or to both such fine and such imprisonment.
[Section as amended by Act No. 22 of 2001]
186 Disclosure by directors of interests in contracts
(1 ) Subject to this section, it shall be the duty of a director of a company who is in any way, whether directly
or indirectly, interested in a contract or proposed contract with the company to declare the nature and full extent of
his interest at a meeting of the directors of the company.
(2 ) In the case of a proposed contract, the declaration required by this section to be made by a director shall
be made at the meeting of the directors at which the question of entering into the contract is first taken into consideration or, if the director was not at the date of that meeting interested in the proposed contract, at the next
meeting of the directors held after he became so interested, and in a case where the director becomes interested in
a contract after it is made, the said declaration shall be made at the first meeting of the directors held after the
director becomes so inte rested.
(3 ) For the purpose of this section, a general notice given to the directors of a company by a director to the
effect that he is a member of a specified company or firm and is to be regarded as interested in any contract which
may, after the date of the notice, be made with that company or firm shall be deemed to be a sufficient declaration
of interest in relation to any contract so made:
Provided that—
(i) there is stated in the said notice the nature and extent of the interest of the said director in such company
or firm;
(ii) at the time the question of confirming or entering into any such contract is first taken into consideration,
the extent of his interest in such company or firm is not greater than is stated in the notice;
(iii) no such general notice shall be of any effect unless either it is given at a meeting of the directors or the
director giving the notice takes all reasonable steps to secure that it is brought up and read at the next
meeting of directors after it is given;
(iv) such a general notice shall not be effective beyond the date of the annual general meeting next after the
date of the notice, but may from time to time be renewed.
(4 ) Any director who fails to comply with this section shall be guilty of an offence and liable to a fine not exceeding level six or to imprisonment for a period not exceeding six months or to both such fine and imprisonment.
(5 ) Nothing in this section shall be taken to prejudice the operation of any rule of law restricting directors of
a company from having any interest in contracts with the company.
[Section as amended by Act No. 22 of 2001]
187 Register of directors and secretaries
(a1) In this section—
“identity document” means(i) a document issued to a person in terms of section 7(1) or (2) of the National Registration Act
[Chapter 10:17] or a passport or drivers’ licence issued by the Government of Zimbabwe; or
(ii) any passport, identity document or driver’s licence issued by a foreign government.
[Subsection inserted by Act 5 of 2006]
(1 ) Every company shall keep at the office at which the register of members of the company is kept a register
of its directors and secretaries.
(2 ) The said register shall contain with respect to each director his or her present first name and surname, any
former first name and surname, an identification reference number appearing in his or her identity document, his
or her full residential or business address and postal address, his or her nationality and particulars of any other
directorships held by him or her:
Provided that it shall not be necessary for the register to contain particulars of directorships held by a director
in companies of which the company is the wholly owned subsidiary or which are the wholly owned subsidiaries
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