E. Pfugari Properties (Private) Limited and Eddies Pfugari (Private) Limited and Rockney Investments (Private) Limited v The Master of the High Court and Clever Mandizvidza N.O and Stern Mufara N.O and Registrar of Companies

The late Edward Nyanyiwa (Snr) died on 10 February 2019, holding 50% shareholding in three property development companies (the applicants). The second respondent was appointed as Executor Dative of the estate. When preparing interim liquidation and distribution accounts, the second respondent appointed Real Estate Agents to value the deceased's shares in the companies. The valuation valued only the subdivided stands (immovable properties) and did not take into account the liabilities associated with servicing these stands at Whitecliff in Harare, Brockdale Farm in Bindura, Knowe in Norton, Alphaerton in Mutare, and Gweru. The total cost of servicing the properties was estimated at over US$8,071,731.00. The applicants objected to the interim liquidation and distribution accounts on 2 September 2020, but the Master (first respondent) dismissed the objection on 12 October 2020 and confirmed the accounts.

• Whether the Master's decision to confirm the interim liquidation and distribution accounts was grossly irregular and unreasonable
• Whether the valuation of shares was conducted in accordance with statutory requirements under sections 128 of the Administration of Estates Act and section 6 of the Estate Duty Act
• Whether liabilities associated with property development should be taken into account when valuing shares in property development companies
• Whether the application was premature
• Whether there was a valid founding affidavit

1. The first respondent's decision to confirm the second respondent's interim liquidation and distribution accounts pertaining to the applicants in the estate late Edward Nyanyiwa was set aside. 2. The interim liquidation and distribution accounts filed by the second respondent in the estate late Edward Nyanyiwa pertaining to the applicants were set aside. 3. The first respondent was ordered to appoint an impartial person to determine the value of the shares held by the late Edward Nyanyiwa in the applicant companies within ten days of being served with the order. 4. Costs were ordered to be borne by the estate late Edward Nyanyiwa.

When valuing shares in an unquoted company for purposes of estate administration, the valuation must: (1) be of the shares themselves, not the underlying assets of the company; (2) be conducted by an impartial person appointed by the Master as required by section 128 of the Administration of Estates Act and section 6 of the Estate Duty Act; (3) take into account all liabilities that affect the net value of the company and ultimately the value of the shares. A thing done contrary to the direct prohibition of law is void and of no force or effect. Disregard of a peremptory provision in a statute is fatal to the validity of the proceedings affected. The Master cannot appoint someone to value property owned by a company as he has no jurisdiction to do so; what requires valuation in such cases are the shares themselves.

The court made observations about the Master's report filed in terms of Order 32 Rule 248 of the High Court Rules. While referencing the case of Harare Motorways (Private) Limited v The Sheriff for Zimbabwe N.O HH 769/19, the court noted the question of whether such a report should be struck out when the Master is cited as a substantive respondent but does not file a notice of opposition. The court left this issue to be determined on another occasion, noting it did not find the relevance of the Rule under which the report was made determinative in this case. The court also observed that when a review application assails the exercise of public power and the substantive respondent does not oppose the matter by filing a notice of opposition, it is difficult to uphold that respondent's decision on the basis of the position taken by another interested party.

This case establishes important principles in Zimbabwean law regarding the proper valuation of shares in deceased estates, particularly for unquoted companies. It emphasizes the mandatory nature of statutory compliance in estate administration and clarifies that when a deceased owned shares in a company, those shares must be valued (not the underlying company assets), and liabilities affecting the net value of the company must be taken into account. The case also demonstrates the courts' supervisory jurisdiction over the Master of the High Court in estate administration matters and confirms that non-compliance with peremptory statutory provisions renders administrative decisions invalid.