Musa Mpofu v Simisani Khuphe and 4 Others

### Preamble
1
HB 173/25
HCBC28/25
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MUSA MPOFU

Versus

SIMISANI KHUPHE

AND

MADELINE CHIPO TABENGWA

AND

HARRIS JONATHAN PAUL PAMBILI NATURAL RESOURCES

AND

TECHSHED INVESTMENTS (PVT) LTD

AND

THE REGISTRAR OF DEEDS AND COMPANIES

IN THE HIGH COURT OF ZIMBABWE

MOYO J

BULAWAYO 20 JUNE 2025 AND 17 OCTOBER 2025

Opposed Application

B. Sengweni, for the applicant

Z.C Ncube, for the 1st and 2nd respondents

MOYO J: 	At the hearing of this matter, I dismissed the application ex temporae, applicant has requested for written reasons.  Here are they.

Applicant filed this application seeking an order that:-

the CR 6 and CR 11 documents dated 29 June 2020 and 10 August 2022 be declared null and void.

That 5th respondent be ordered to withdraw shares allotted to 1st and 3rd respondents via CR 11 dated 10 August 2002.

That 5th respondent withdraws the appointment of 2nd respondent as a Director of 4th respondent

That 1st to 4th respondents pay costs of suit at a higher scale.

In the founding affidavit applicant avers that he is a shareholder and director of 4th respondent and that he held some shares which were 50% shares in 4th respondent.  That on 29 June 2020 1st respondent filed a CR6 form and removed him as a director of 4th respondent without a resolution.  That 1st respondent also lodged a CR 11 on 10 August in which he allotted shares to himself and 3rd respondent.  He stated that these facts only came to his knowledge upon arrest. That 1st respondent committed fraud by appointing directors and allotting shares without applicant’s knowledge.  That 1st respondent acted with malice and should pay punitive costs.

The application was opposed by 1st, 2nd and 4th respondents who stated thus:-

The respondents aver that applicant was indeed a shareholder and Director of 4th respondent but he resigned.  That upon his resignation, the company documents had to be amended.  Respondents attached applicant’s letter of resignation dated 29 November 2019.  That on 30 December 2019 this court issued an order interdicting applicant and directing him not to interfere with mining operations.  That in February 2020, applicant sold his claim to the 1st respondent.  The matter was later referred to arbitration which ruled in favour of 1st respondent.  The arbitration award was registered with the court resulting in the eviction of the applicant.

That applicant deliberately withheld all this information from the court.  That applicant is lying as he has always known that he resigned.  A letter authored by applicant resigning as alleged is attached to the opposing papers.

The applicant did not file any answering affidavit to these damning allegations of falsehood and pretence on his part.

Applicant submitted a resignation which he later argues was unclear, ambiguous as it did not state which position he was resigning from and that it was not addressed to the Board of Directors.  That the resignation was turned down yet it is a unilateral act that does not need to be completed or perfected by an acceptance.

Applicant was not candid with the court as he should have mentioned the resignation and not act surprised on issues that he is aware were kick-started by his resignation.  He should have mentioned everything that occurred between him and 1st respondent, court orders, arbitration awards and selling off his stake.

Applicant made no case at all for the relief sought, in fact he is a dishonest litigant who leaves out information that he knows will destroy his case.  He did not file an answering affidavit meaning all the averments by the respondents are true.  It is for these reasons that I dismissed the application.

Sengweni Legal Practice, applicant’s legal practitioners

Ncube and Partners, 1st and 2nd respondent’s legal practitioners