WE ARE NOT A PRIVATE COMPANY :NBSZ | Board chairperson of the National Blood Services Zimbabwe (NBSZ) retired Justice Leslie George Smith yesterday dismissed allegations that the organisation changed its status from a not-for-profit firm into a private limited company.
In an interview with The Herald yesterday, Justice Smith said Section 26 of the Companies Act (Chapter 24:03) did not allow them to be a private limited company.
In essence, a private limited firm is privately held and usually has 50 or fewer shareholders. Its shares are also prohibited from being publicly traded. “NBSZ has not changed its status from a non-profit-making company to a private limited organisation,” said Justice Smith.
“The NBSZ is a company registered in terms of Section 26 of the Companies Act. Therefore, it does not pay dividends. “It is not registered as a National Blood Service Zimbabwe (Private) Limited. It is registered as National Blood Service Zimbabwe. It has not changed its status.” Justice Smith professed ignorance of the fact that NBSZ’s CR14 form lodged with the Registrar of Companies in April 2013 carried the private limited title.
“I do not know what you are talking about because we are not allowed to carry that title,” he said. Coincidentally, it is believed that since April 2013, NBSZ has not been submitting annual returns to the Registrar of Companies.
Section 26 of the Companies Act 24:03 reads: “Where the minister is satisfied that an association exists for any lawful purpose, the pursuit of which is calculated to be in the interests of the public, or any section of the public and intends to apply its profits, if any, or other income in promoting its objects, and to prohibit the payment of any dividend to its members, and that it is desirable that such association should be incorporated, the minister may, if the association submits to him a memorandum complying with section eight, by licence under his hand direct that the association be registered as a company without the addition of the word “Limited” to its name, and the association may thereupon be registered accordingly.
“The association, upon such registration, shall enjoy all the privileges of a company and be subject to all the obligations thereof, except those of using the word “Limited” as any part of its name.”
But a CR14 form for NBSZ presented for filing by S Chivasa on April 28, 2013, notifying of changes in the board of directors, carries the private limited label. Justice Smith indicated that he was not aware of the irregularities in the running of NBSZ that had been noted in a 2012 forensic report by Ernst & Young. The report, according to Justice Smith, was never presented to him.
Ironically, the same report indicates that auditors were given permission to conduct the report by him. Justice Smith said he was able to retain the chairmanship of the organisation for the past 40 years because he was continuously being voted for the job by blood donors. “I have worked in Government the whole of my life and even if you see the car that I drive, I do not drive a fancy car,” he said.
“There is really nothing to benefit from being a board chairperson, but I work for the good of the people.” The NBSZ has been criticised for failing to attract donor funding to subsidise the cost of blood, which is currently pegged at $100 a pint in Government institutions.