ABDUL RAZZAQ Versus REGISTRAR OF COMPANIES

1. SHAHID WAHEED, J.--- There are three conjoined cases before us. One, by leave of this Court, has reached the appeal stage, while the other two are still at the leave step. The question involved in the leave petitions is also the subject matter of the first, and that too is legal, and, as such, we deem it expedient to grant leave in the civil petitions and proceed to decide all of them together by a common judgment.

2. Although these cases originate from different judgments, all were issued by the High Court exercising its jurisdiction under the Companies Act, 2017, in which the petitions lodged by the appellants/petitioners under Section 126 of the Companies Act, 2017, seeking rectification of the register of members were found to be out of time based on Article 181 of the Limitation Act, 1908, and subsequently dismissed.

3. The question that comes out for our consideration and determination is not simple. At every step of the reasoning in support of either view taken on it, there is considerable divergence of opinion. There is much to be said for either view, and ultimately, our decision must depend upon which view appeals to us. The question is whether there is a statutory period under the Limitation Act, 1908, that bars the person aggrieved from commencing proceedings under Section 126 of the Companies Act, 2017. This is a pure question of law and therefore does not require us to state the facts giving rise to it. We will therefore address this question straightaway.

4. Let us first carefully examine which register Section 126 refers to for rectification. It mentions two specific registers: the register of members and the register of debenture-holders. According to the Companies Act, 2017, every company is required to maintain the register of members under Section 119. This register records detailed information about all current and former members, serving as official evidence of existing members, along with the number and classes of shares they hold. Such detailed record-keeping is essential for conducting company meetings, passing resolutions, and verifying member eligibility, particularly in companies with a large, fluctuating, or diverse membership. It ensures transparency and proper decision-making processes. Similarly, under Section 122, a register of debenture-holders is a statutory obligation, which must include the names, addresses, contact details, and particulars of each person or entity holding the company's debentures. Both registers are legally mandated; non-compliance constitutes an offence. These registers are accessible for inspection by authorised parties and serve as prima facie evidence of their entries. Their importance and legal sanctity are evident, as any correction or rectification of errors, omissions, or unauthorised entries in these registers is at the discretion of the Court, with no automatic right to amend except under Court orders. In exercising its discretion, the Court, taking into account all surrounding facts and circumstances, may either refuse to order rectification or order it. With this context in mind, we now read Section 126 and seek to answer the question posed above. Section 126 states as follows:

2. "126. Power of Court to rectify register. (1) If

(a) the name of any person is fraudulently or without sufficient cause entered in or omitted from the register of members or register of debenture-holders of a company; or

(b) default is made or unnecessary delay takes place in entering on the register of members or register of debenture-holders the fact of the person having become or ceased to be a member or debenture holder; the person aggrieved, or any member or debenture-holder of the company, or the company, may apply to the Court for rectification of the register.

(2) The Court may either refuse the application or may order rectification of the register on payment by the company of any damages sustained by any party aggrieved, and may make such order as to costs as it in its discretion thinks fit.

(3) On any application under subsection (1) the Court may decide any question relating to the title of any person who is a party to the application to have his name entered in or omitted from the register, whether the question arises between members or debenture-holders or alleged members or debenture-holders, or between members or alleged members, or debenture-holders or alleged debenture-holders, on the one hand and the company on the other hand; and generally may decide any question which it is necessary or expedient to decide for rectification of the register.

(4) Where the Court has passed an order under subsection (3) that prima facie entry in or omission from, the register of members or the register of debenture-holders the name or other particulars of any person, was made fraudulently or without sufficient cause, the Court may send a reference for adjudication of offence under section 127 to the court as provided under section 482."

5. During the arguments, four perspectives were presented to address the moot question. It is therefore essential to discuss them in sequence. We will first consider the argument put forward by Mr Salman Aslam Butt, ASC. According to him, if his argument is accepted, the question in these cases becomes redundant. The core of his argument is that, in light of Section 11 of the Central Depositaries Act, 1997 ("CDA"), the petition under Section 126 of the Companies Act, 2017, was not competent and, therefore, there is no need to examine whether such a petition was subject to any period of limitation. Expanding on his argument, he submitted that a petition under Section 126 of the Companies Act, 2017 (which is pari materia to Section 152 of the former Companies Ordinance, 1984), seeking rectification of a register, is not maintainable in respect of companies with shares in the Central Depositaries System (CDS), owing to the explicit bar contained in Section 11 read with Section 3 of the CDA. He emphasised that Section 11 of the CDA prohibits the Court from making an order for the rectification of the register of the Central Depository Company (CDC) and limits a person to seeking damages, which aims to confer finality to the CDC's records.

6. Before discussing the merits of this argument, it is essential to accentuate that the register of members, annual returns, and the Central Depository System (CDS) are fundamental components of company law that, by maintaining their distinct identity and existence, serve to ensure corporate transparency, establish legal ownership, and facilitate efficient securities management. These elements serve as the primary official records confirming the identity of shareholders, the management structure, and the company's legal standing. The register of members, as mentioned earlier, is a statutory document maintained at the company's registered office that lists all shareholders, including their shareholdings, and details of share transfers. It serves as prima facie evidence of a person's membership in the company, meaning that a person holds legal title to shares only if their name appears in this register. In cases where an individual is unlawfully added or removed, the Court has the authority to order the necessary rectification of the register to reflect the correct ownership. An annual return provides a comprehensive snapshot of a company's key information such as directors, shareholders, registered office address, share capital, and auditors as of a specific date, and must be filed annually with the regulator, that is, the Securities and Exchange Commission of Pakistan (SECP). This filing is a statutory obligation that helps maintain the company's "good standing," ensuring it remains active and compliant. It also updates regulators on management changes and shareholder information, helping prevent companies from being struck off the register due to dormancy. The third component, the Central Depository System (CDS), is an electronic book-entry platform that records securities electronically. It facilitates the transfer of shares through computerised entries, without physical certificates, via a centralised electronic register. Key concepts underpinning the CDS include "dematerialisation," which involves replacing physical share certificates with electronic records, and "fungibility," meaning that all shares within the CDS are identical and cannot be distinguished by individual serial numbers, unlike physical scrip. This system minimises risks such as loss, forgery, or damage associated with physical certificates. Ownership transfers are executed instantly and electronically within the system, ensuring seamless, secure settlement. Collectively, these components forge a strong legal framework that promotes transparency, accountability, and good governance. They enable shareholders' ownership rights to be traceable and protected, particularly during ,sales, mergers, or disputes, by maintaining accurate, up-to-date records. Replacing physical shares with secure electronic records via the CDS significantly /reduces investor risk and enhances overall market integrity. Given this context, it is profitable to examine Section 11 of the CDA, which stipulates as follows:

3. "11: Bar on rectification of central depository register: Notwithstanding anything contained in section 152 of the Companies Ordinance, 1984 (XLVII of 1984), if:

(a) An account-holder or a sub-account holder did not consent to a transfer of any book-entry securities from, or to, his account or sub-account, as the case may be; or

(b) The name of any account-holder or sub-account holder is fraudulently or without sufficient cause entered in, or omitted from, the central depository register, the aggrieved party may apply to the Court for relief and the Court may award damages to the aggrieved party but shall not order rectification of the central depository register.

4. Explanation: The expression "court" for the purposes of this section shall mean the High Court having jurisdiction over the defendant".

7. Be it noted here that after the commencement of the Companies Act, 2017, the expression Companies Ordinance, 1984 (XLVII of 1984), and any referring sections thereof, used in any law (including the CDA) for the time being in force, including all administered legislation and rules, regulations and guidelines made thereunder, by virtue of section 509(4) of the Companies Act, 2017 are to be read as Companies Act, 2017 along with corresponding provisions of Companies Act, 2017 unless the context requires otherwise. Under this situation, we will hereafter adhere to this legal position.

8. The statutory scheme reveals that section 11 acts as a "no reversal" clause for transactions. Is this clause of an absolute nature, and can no fraudulent transaction that occurs within the CDS be challenged on this basis? This question is not before us, and therefore we will refrain from offering any opinion on it here. Our focus is to determine whether the rectification of the register of members can be denied based on this clause. Before proceeding further, it is important to address the overriding effect as outlined in section 3 of the CDA, which stipulates that provisions of the CDA shall have effect notwithstanding anything contained in the Companies Act, 2017. First, it is to be noted that this overriding clause does not operate as a repeal by implication, since there is no irreconcilable conflict between the CDA and the Companies Act, 2017; both laws can coexist without contradiction. Secondly, the /CDA does not cover the entire statutory landscape pertaining to corporate matters. In light of this scenario, we are not persuaded to adopt the notion of implied repeal and instead prefer a harmonious interpretation that enables both statutes the CDA and the Companies Act, 2017 to function within their respective domains, ensuring legal clarity and consistent application. 1

9. Turning back to Section 11, a closer examination reveals that its scope is narrowly confined to the correction or rectification of the central depository register (CDR). This provision explicitly excludes the rectification of the company's own register of members, which remains governed separately. The CDA clearly delineates this distinction; Section 2(7) of it defines the CDR as a computerised, electronic register maintained by the Central Depository Company (CDC) concerning book-entry securities, which are electronic records representing ownership of securities. In contrast, the "register of members" is a distinct statutory ledger maintained by the individual company itself, in accordance with the requirements laid out under the Companies Act, 2017. This register is defined under Section 2(20) of the CDA to include the register of members referenced in Section 119 of the Companies Act, 2017, and also encompasses the register of owners of any equity securities of an issuer, whether established under other applicable laws. Therefore, unlike the CDR, which is a centralised electronic record, the register of members functions as a legally mandated, statutory record maintained independently by the company under the Companies Act, 2017. This clear distinction is further reinforced by Section 5(3) of the CDA, which explicitly states that the provisions of the CDA do not influence a company's obligation to maintain its own register of members or the right to inspect such a register under company law. Additionally, Section 5(2)(b) of the CDA preserves all rights, powers, and liabilities of shareholders as conferred by the Companies Act, 2017, including the ongoing right to seek rectification of the register of members under Section 126 of the Companies Act, 2017. In summary, Section 11 of the CDA does not prohibit the rectification of the company's register of members, nor does it extinguish the statutory remedy available under Section 126 of the Companies Act, 2017, which provides mechanisms for correcting inaccuracies or errors in the register.

10. The next two perspectives presented aimed to persuade us to enforce the time limit of proceedings specified under Section 126 of the Companies Act, 2017. Although these perspectives differ in their interpretation of the nature of proceedings under Section 126 and the specific time limits they propose, both are fundamentally rooted in the observation made by Story, J., in his influential work, 'Conflict of Laws.' He stated, "Laws, thus limiting suits, are founded in the noblest policy. They are statutes of repose, to quiet titles, to suppress frauds, and to supply the deficiency of proof arising from the ambiguity and obscurity or the antiquity of transactions. They proceed upon the presumption that claims are extinguished, or ought to be held extinguished, whether they are not litigated in the proper forum within the prescribed period. They take away all solid grounds for complaint, because they rest on the negligence or neglect of the party himself. The quicken diligence by making it, in some measures, equivalent to right. They discourage litigation by bringing in one common receptacle all the accumulations of past times which are unexplained, and have now, from lapse of time, become in applicable. It has been said by John Voet with singular felicity that controversies are limited to a fixed period of time lest they should be immortal, while men are mortal Ne autem lites immortales essent, dum litigantes mortales sunt . 2 "

11. The second perspective presented to us was that proceedings under section 126 of the Companies Act, 2017, should be considered as a suit to which Article 120 of the Limitation Act, 1908, applies. This view relies on three main considerations: (i) that these proceedings involve the adjudication of rights related to property 3 ; (ii) that they are initiated for the enforcement of rights, such as, the right to have a correct and up-to-date register, and therefore may be classified as civil proceedings 4 ; and (iii) that they /are carried out within the original civil jurisdiction of the High Court 5 . This perspective clearly assumes that every suit is initiated by a plaint, thus implying that an application under section 126 of the Companies Act, 2017, resembles a plaint and should therefore be regarded as a suit. However, we are unable to accede to this proposition. Section 126 of the Companies Act, 2017, grants the High Court the authority to correct the company's register, a process that involves a formal application supported by evidence rather than a suit initiated by a plaint. Subsections (2) and (3) explicitly characterise these proceedings as an 'application,' giving the High Court powers to deny or grant the application, award damages to aggrieved parties, determine costs, and resolve any issues necessary for rectification. While these proceedings do concern the determination of civil rights and are conducted within the High Court's original civil jurisdiction, they cannot be classified as a suit because, firstly, neither the Companies Act, 2017, nor the Companies (Court) Rules, 1997, treat them as such, and, secondly, the "suit" under the Limitation Act, 1908, has a specific and limited meaning; it is, according to section 2(10) of the Act, distinguished clearly from an appeal and an application. Given these facts, adopting a colour different from that prescribed by the legislature would amount to altering the intended legal characterisation, risking disruption of legal clarity and potentially leading to misinterpretation or misuse of the law.

12. To determine the applicable time limit, the next standpoint is to consider Article 181 of the Limitation Act, 1908, which sets forth the general provisions for limitation periods where no specific timeframe is prescribed elsewhere. That Article runs as follows:

5. Description of application

6. Period of limitation

7. Time from which period beings to run.

8. Applications for which no period of limitation is provided elsewhere in this schedule or by section 48 of the Code of Civil Procedure, 1908."

9. Three years

10. When the right to apply accrues.

13. It is to be noted that the High Court also applied this Article in its judgment, ruling that the rectification sought by the petitioners was out of time, thereby affirming its relevance in this context. It is argued that Article 181 functions as a residuary provision, covering all types of applications that do not fall under the specific limitation periods provided in the Schedule of the Limitation Act, 1908 or by Section 48 of the Code of Civil Procedure, 1908. Moreover, it is contended that the ambit of this Article is not limited exclusively to applications filed under the Code of Civil Procedure, 1908; rather, its language remains wide in its scope, especially, after amendments to Articles 158 and 178. There is no room left for the argument that its scope is confined only to applications under the Code of Civil Procedure, 1908. In reply to this stance, it is urged that the third division of the Schedule, which contains various Articles prescribing the period of limitation in the Limitation Act, 1908, commenced with Article 158, and the language of all the Articles preceding Article 181, except Articles 158 and 178, show that they deal with various kinds of applications under the Code of Civil Procedure, 1908. In essence, Articles 158 through 180, excluding Articles 158 and 178, relate specifically to applications governed by the Code of Civil Procedure, 1908. Accordingly, applying the principle of ejusdem generis, it is asserted that Article 181 applies primarily to residuary applications under the Code of Civil Procedure, 1908, and not to applications filed under other statutes.

14. As regards Articles 158 and 178, it is pointed out that the Second Schedule of the Code of Civil Procedure, 1908, at one time related to arbitration, and these two Articles also applied to applications relating to matters contained in the Second Schedule of the Civil Procedure Code. The Arbitration Act of 1940 repealed the Arbitration Act of 1899 and the provisions contained in the Second Schedule of the Code of Civil Procedure, 1908; therefore, Articles 158 and 178 were substituted for the old Articles by the Act of 1940 and the two amended Articles now cover the application under the Arbitration Act of 1940: (a) to set aside an award or to get an award remitted for reconsideration and (b) for /the filing of an award in the court, respectively.

15. The other side proceeded to argue that the amendments to Articles 158 and 178 made no difference to the applicability of Article 181, and that the learned Company Judge had committed a mistake in holding that it covered the application under Section 126 of the Companies Act, 2017.

16. We have considered the arguments of both sides. It may be pointed out that as early as in 1932, a question arose before the Privy Council in the case of Hansraj Gupta 6 whether an application filed by a liquidator under Section 136 of the Companies Act could be held to be barred by limitation under Article 181 of the Limitation Act, 1908. Adverting to this question, it was observed by their Lordships as follows:

11. "The application of the liquidators must therefore be treated as an 'application made' under Section 3; and the next inquiry must be whether any period of limitation is 'prescribed therefore by the First Schedule' to the Indian Limitation Act. It is common ground that the only article in that Schedule that could apply to such an application is Article 181, but a series of authorities commencing with Baimanekbai v. Manekji Kavasji (1880) I.L.R. 7 Bom. 213 has taken the view that Article 181 only relates to applications under the Code of Civil Procedure, in which case no period of limitation has been prescribed for the application. But even if Article 181 does apply to it, the period of limitation prescribed by that article is three years from the time when the right to apply accrued, which time would not be earlier than the date of the winding up order, 26th March, 1926. The application of the liquidators was made on 26th March, 1928, well within the three years. The result is that from either point of view, the application by the liquidators, if otherwise properly made under and within the provisions of Section 186 of the Indian Companies Act, is not one which must be dismissed by reason of Section 3 of the Indian Limitation Act. It is either an application made within time, or it is an application made for which no period of limitation is prescribed. The case may be a casus omissus. If it be so, then it is for others than their Lordships to remedy the defect."

17. It would appear from the above observation that, although their Lordships considered the question of limitation even after assuming the applicability of Article 181, they did not disapprove the series of authorities starting with Baimanekbai. 7 These decisions had taken the view that Article 181 applied only to those applications under the Code of Civil Procedure, 1908 for /which no period of limitation was prescribed. It should be understood that their Lordships implicitly approved this view because they did not strike a note of dissent.

18. Considering the above, we hold the opinion that the scope of Article 181 is not concerned with the application under Section 126 of the Companies Act, 2017. The reason for holding that it cannot be held to apply to the proceedings under Section 126 is that the preamble to the Limitation Act, 1908, explicitly refers to suits and appeals generally, and it also applies to "certain applications", indicating that it does not profess to set limitations for all conceivable types of applications brought before Courts, but rather specifies particular categories. This being so, it is important to notice that throughout the third division of Schedule of the Limitation Act, 1908, no reference is made to any application arising out of proceedings under the Code of Criminal Procedure, 1898. That apart, there are numerous applications filed with a Court of civil jurisdiction that are inherently procedural or ministerial, and therefore, unlikely to be governed strictly by the limitation periods outlined in law, for example, applications that require the Court to act suo motu, regardless of whether the parties formally request such action, or applications that are purely ministerial in nature, or are of a formal character, generally do not fall under the strict limitations act. It seems clear to us that Article 181 applies specifically to applications submitted to the Court that seek a formal judicial decision initiated through the legal procedure established by the Code of Civil Procedure, 1908, but it remains to be seen whether it also encompass initiatory applications those seeking to invoke the Court's original civil jurisdiction such as applications for register rectification, or original suits, particularly, where a Court is explicitly exempted by statute from following the provisions of the Code of Civil Procedure, 1908. There is significant debate surrounding this issue. Since this involves interpreting the language of a restrictive statute, and since it hardly seems desirable now to adopt a view which would be difficult to reconcile with the settled course of decisions holding that Article 181 does not extend to applications such as register rectification, we think that the Article should not be taken to apply /to the application under Section 126 of the Companies Act, 2017.

19. The same view was followed by a three-member Bench of this Court in Naeem Finance 8 while considering whether any period of limitation is prescribed for the enforcement of the liabilities arising under Section 106 of the Insurance Act, 1938. It was observed that under Section 106 of the Insurance Act, no suit was instituted; only an application was filed. Consequently, the time limits provided in Schedule of the Limitation Act, 1908 were not applied to proceedings conducted under the above provision. Similarly, Article 181 of the Limitation Act, 1908, following the precedent set in Hansraj Gupta, was deemed inapplicable. Wahiduddin, J, thus concluded that "no period of limitation is provided in the Limitation Act for proceedings under Section 106 of the Insurance Act or in the section itself...."

20. The case of Imam-ud-Din Janjua 9 was presented before us, and it was pointed out that in that case, Article 181 was held applicable to an application under Section 20 of the Arbitration Act, 1940 and that this supported the view to the effect that its applicability was not confined only to applications under the Code of Civil Procedure, 1908. It is true that in the said case, it was observed by Hamoodur Rahman, CJ, that in view of the amendments made in Articles 158 and 178 of the Limitation Act, 1908, it could no longer be said that the residuary Article must be held to apply only to applications under the Code of Civil Procedure, 1908. Still, it is noteworthy that the learned judge was considering the applicability of the residuary Article 181 to that application, which was made under the Arbitration Act, 1940 and was not specifically covered by Articles 158 and 178 of the Limitation Act, 1908. This was because of sections 37 and 41 of the Arbitration Act, 1940. Section 37 provides that all the provisions of the Limitation Act, 1908, shall apply to arbitrations as they apply to proceedings in Court. Section 41 further provides that, subject to the provisions of that Act and all the rules made thereunder, the provisions of the Code of Civil Procedure, 1908, shall apply to all proceedings before the Court and to all appeals under the Act. It was based on these sections, it appears, that it /was held that the provisions of Article 181 of the Limitation Act, 1908 should be applied. It may be noted here that before the enactment of the Arbitration Act, 1940, the law of arbitration in what was known as British India was substantially contained in two enactments, namely, the Arbitration Act of 1899 and the Second Schedule to the Code of Civil Procedure of 1908. The operation of the Arbitration Act of 1899 was limited to presidency towns and to such other areas to which it might be extended. In fact, it was the Second Schedule to the Code of Civil Procedure, 1908, that dealt with applications outside the operation and scope of the Arbitration Act of 1899. When the Arbitration Act, 1940, came into force, Articles 158 and 178 were naturally substituted for the original Articles to provide limitations on certain applications under the Arbitration Act, 1940. It was on account of this historical background that the application of Article 181 of the Limitation Act, 1908 could be extended to other applications, for instance, applications made under Sections 20 and 33 of the Arbitration Act, 1940 to which Articles 158 and 178 do not apply in terms. Given the position of law, we do not find any inconsistency, as suggested to the Bench in Naila Naeem 1 0 or before us, in the views expressed in Naeem Finance and Imam-ud-Din Janjua.

21. Except for Bentonite 1 1 , we have not been referred to any precedent of this Court where it might have been held that Article 181 applies to applications made under any law other than the Code of Civil Procedure, 1908 or the Arbitration Act, 1940. On the other hand, it may be noted that it does not seem entirely convincing, without further argument, that the mere amendment of Articles 158 and 178 can automatically change the meaning that, following the cited precedents, has come to be associated with the language used in Article 181. These precedents may well be interpreted as having, so to speak, added the words "under the Code" in the first column of that Article, either explicitly or through judicial interpretation. If those words had been explicitly included in that column, then a subsequent amendment of Articles 158 and 178 would not have affected the interpretation of that Article. However, if judicial construction has led to those words being read into the first column as if they had been originally included, then, as presently advised, the subsequent amendment of Articles 158 and 178 does not necessarily and automatically alter the long standing understanding of Article 181 solely because, after the amendment, the basis for the previous interpretation no longer exists. We say this because it is well recognized that an authoritative interpretation of the written law (legislation) acquires the power of law and becomes part of the statue itself. 1 2 The old maxim is legis interpretatio legis vim obtinet , that is, "the interpretation of law obtains the force of law". 1 3 It is also worth noting that when the legislature amended Articles 158 and 178, it was presumed aware of the interpretation of Article 181 by the Privy Council in Hansraj Gupta, which limited its applicability to applications under the Code of Civil Procedure, 1908 1 4 . Nonetheless, no amendment was made to that Article. Instead, it was under the Indian Limitation Act, 1963, that its corresponding Article 137 was revised and placed in a separate Part No. II; however, no such change occurred in the Limitation Act, 1908. Given this position of law, any reference to the Indian judgment post-1963 would not be relevant, and, reliance thereon would not be sound, and, therefore, we find it prudent to adhere to the meaning assigned to Article 181 by the Privy Council and subsequently adopted by this Court in Naeem Finance.

22. As regards Bentonite, it may first be noted that the merits of this judgment have not been impeached before us, nor can it be allowed to be attacked in collateral proceedings. Secondly, we wish to express that observations within the judgment, while refusing leave to appeal, stating that "all proceedings under the Act of 2017 are subject to the Act of 1908, except where any proceeding is expressly brought out of the purview of the said Act" resulted from improper assistance to the Bench. This is evident because key legal precedents such as Hansraj Gupta, Naeem Finance, as well as the broader historical perspective of the changes made to the relevant laws overtime were not presented to the Bench and, as such, it would be suffice to say that, with all due deference, we do not prefer to subscribe it.

23. Let us turn to another angle to address the applicability of the Limitation Act, 1908, to proceedings under the Companies Act, 2017, particularly under Section 126 thereof. The Companies Act, 2017, is a "special law". No argument is needed to demonstrate that a proceeding under Section 126 is not a "suit" or an "appeal". Both the words "suit" and "appeal" are technical expressions and have been used in subsection (2) of Section 29 of the Limitation Act, 1908, in contradistinction to the word "application". A suit, generally speaking, as stated above, starts with a plaint, not with an application, and a study of the Companies Act, 2017, will show that the legislature has not used the word "suit" in relation to a "petition" or "application" under that Act. Similarly, the word "appeal" connotes the idea of a party's motion for the reversal or modification of a decision by which he is aggrieved. It is needless to observe that a proceeding for rectification of the register is not a motion for redress being granted against a certain decision. It follows that a proceeding taken for rectification of the register is neither a "suit" nor an "appeal" within the meaning of subsection (2) of Section 29 of the Limitation Act, 1908. The question, however, remains whether a proceeding taken for rectification of the register is or is not an "application" within the meaning of that subsection. A perusal of the various sections of the Companies Act, 2017, discloses that it is a self-contained Act in the matter of "limitation" with respect to proceedings contemplated by the Act, and the legislature has, in that Act, used the expressions "petition" and "application" to describe these processes. This may be effectively demonstrated in the following five-column table:

12. Section

13. Heading

14. Brief Description of Proceedings

15. Nature of Process

16. Limitation/Timeline

17. 6(13)

18. Interim Relief

19. 'Registrar of the Company Bench shall place any application for interim relief including any interlocutory order before the Court..."

20. Application

21. Immediate (upon filing)

22. 59(2)

23. Variation of Shareholders' Rights

24. "Not less than ten percent of the class of shareholders... may... apply to the Court for an order cancelling the resolution."

25. Application

26. Within 30 days of the date of resolution

27. 89 and 90

28. Reduction of Share Capital

29. "Subject to confirmation by the Court a company limited by shares... may by special resolution reduce its share capital..."

30. Petition

31. No specific limitation specified for Filing the petition.

32. 116(1)

33. Receiver/ Manager Directions

34. "A receiver or manager... may apply to the Court for directions...

35. Application

36. No specific limitation specified.

37. 117 (1) and (3)

38. Remuneration of Receiver/ Manager

39. "The Court may, on an application made to it by the receiver or manager... fix the amount to be paid... [or] vary or amend an order..."

40. Application

41. No specific limitation specified.

42. 126(1)

43. Rectification of Register

44. "...the person aggrieved... may apply to the Court for rectification of the register."

45. Application

46. No specific limitation

47. 136

48. Invalidation of General Meeting

49. "The Court may, on a petition, by members having not less than ten percent... declare such proceedings or part thereof invalid...''

50. Petition

51. Within 30 days of the impugned meeting

52. 160

53. Invalid Election of Directors

54. The Court may, on the application of members holding ten percent of the voting power... declare election of all directors... invalid..."

55. Application

56. Within 30 days of the date of election.

57. 197(5)

58. Rectification of Register of Directors

59. "...the person aggrieved or the company, may apply to the Court for rectification of the register of directors."

60. Application

61. No specific limitation specified.

62. 264(1)

63. Action Against Management

64. "...the Commission may apply to the Court and the Court may... remove from office any director.., or direct the company to call a meeting..."

65. Application

66. No specific limitation specified.

67. 268

68. Winding Up / Oppression post-investigation

69. "...cause to be presented to the Court.. a petition for the winding up of the company... an application for an order under section 286; or both a petition and an application..."

70. Petition

71. No specific limitation specified.

72. 272(6)

73. Vacation of Restrictions on Shares

74. "...any person aggrieved thereby may apply to the Court and the Court may... vacate any such order of the Commission."

75. Application

76. No specific limitation specified.

77. 286(1)

78. Oppression and Mismanagement

79. "...member or members... may make an application to the Court by petition for an order under this section."

80. Petition

81. No specific limitation.

82. 288

83. Interim Order (Oppression and Mismanagement)

84. "Pending the making by it of a final order under section 286 the Court may, on the application of any party to the proceedings, make such interim order..."

85. Application

86. During the Pendency of proceedings under Section 286.

87. 304

88. Winding Up

89. "An application to the Court for the winding up of a company shall be by petition presented..."

90. Petition

91. No limitation specified

92. 305(1)

93. Winding Up of Voluntarily Wound Up Company

94. "...a petition for its winding up by the Court may be presented by any person authorised to do so under section 304..."

95. Petition

96. No specific limitation specified.

97. 307

98. Stay of Suits / Injunction

99. "The Court may... upon the application of the company itself or of any its creditors or contributories, restrain further proceedings..."

100. Application

101. At any time after presentation of the petition and before making an order for winding up.

102. 313(1)

103. Stay of Winding Up

104. "The Court may at any time not later than three years after an order for winding up, on the application of any creditor.., make an order accordingly..."

105. Application

106. Not later than 3 years after an order for winding up.

107. 315(9)

108. Appointment of Official Liquidator (Not on Panel)

109. "...the Court may, on the application of creditors to whom amounts not less than sixty percent... are due.. appoint a person whose name does not appear on the panel..."

110. Application

111. No specific limitation specified.

112. 324(2)

113. Delivery of Property to Liquidator

114. "On an application by the official liquidator or otherwise, the Court may... require any contributory.., to pay, deliver, surrender Or transfer forthwith..."

115. Application

116. At any time after the making of a winding up order.

117. 340(4)

118. Aggrieved by Liquidator's Decision

119. "If any person is aggrieved by any act or decision of the official liquidator, that person may apply to the Court..."

120. Application

121. No specific limitation specified.

122. 357)3) and 363(2)

123. Replacing Liquidator Nominated by Creditors

124. "...any director, member... may... apply to the Court for an order either directing that the person nominated.., by the company shall be liquidator.., or appointing some other person..."

125. Application

126. Within 15 days after the date the nomination was made by creditors.

127. 359(6) and 369(6)

128. Deferring Dissolution

129. ...the Court may on the application of the liquidator or of any other person... make an order deferring the date at which the dissolution... is to take effect..."

130. Application

131. Before the expiration of 3 months from the registration of the final return.

132. 372(2)

133. Control of Voluntary Liquidator

134. "...any creditor or contributory may apply to the Court with respect to any exercise or proposed exercise of any of the power..."

135. Application

136. No specific limitation specified.

137. 372(5)

138. Extension of Voluntary Winding Up Period

139. "...the Court may, on the application of the liquidator, grant extension by one month at any time..."

140. Application

141. Before the expiry of the 1- year winding- up period (Extension cannot exceed 6 months in total).

142. 373(2)

143. Replacement of Voluntary Liquidator

144. "The Court may, on cause shown, replace a liquidator on the application of any creditor or contributory or the registrar..."

145. Application

146. No specific limitation specified.

147. 376(1) and (2)

148. Determining Questions in Voluntary Winding Up

149. "The liquidator or any contributory or creditor may apply to the Court... to determine any question... or for an order setting aside any attachment, distress or execution..."

150. Application

151. No specific limitation specified.

152. 381

153. Winding Up Subject to Supervision

154. "...the Court may of its own motion or on the application of any person entitled to apply... make an order that the voluntary winding up shall continue, but subject to such supervision..."

155. Application

156. After a Resolution for voluntary winding up has been passed.

157. 384

158. Replace Liquidator under Supervision

159. "The Court may on an application by any creditor or contributory or the registrar... replace the liquidator..."

160. Application

161. No spectfic limitation specified.

162. 392(4)

163. Disclaimer of Onerous Property

164. "...where an application in writing has been made to him [liquidator] by any person interested in the property requiring him to decide whether he will or will not disclaim..."

165. Application

166. Liquidator must give notice of intent within 28 days of receipt of application.

167. 392(5) and (6)

168. Rescission of Contract / Vesting of Disclaimed Property

169. "The Court may, on the application of any person who is... entitled to the benefit or subject to the burden of a contract... make an order rescinding the contract... (or) make an order for the vesting of the property..."

170. Application

171. No specific limitation specified.

172. 394 (3)

173. Relief on Fraudulent Preference

174. "On any application made to the Court with respect to any payment on the ground that the payment was a Fraudulent preference..."

175. Application

176. No specific limitation specified.

177. 397(1) and (2)

178. Damages Against Delinquent Directors

179. "...the Court may, on the application of the official liquidator... examine into the conduct of the person... and compel him to repay or restore the money..."

180. Application

181. Within 5 years from the date of the order for winding up, or first appointment of liquidator, or of the misfeasance.

182. 398(1)

183. Liability for Fraudulent Conduct of Business

184. "...the Court, on the application of the official liquidator or the liquidator or any creditor or contributory... may... declare that any persons... shall be personally responsible..."

185. Application

186. No specific limitation specified.

187. 403(1) and (5)

188. Prosecution of Delinquent Directors

189. "...the Court may, either on the application of any person interested in the winding up or of its own motion, direct the liquidator either himself to prosecute the offender..."

190. Application

191. No specific limitation specified.

192. 409

193. Summary Disposal of Suits by Liquidator

194. "...a liquidator desiring to recover any debt due to the company may apply to the Court... that the same be determined summarily..."

195. Application

196. Bound by Section 410 (Period elapsed between petition and assumption of charge, or I year, is excluded from Limitation Act).

197. 414(1)

198. Declare Dissolution Void

199. "...on an application being made for the purpose by the liquidator of the company or by any other person who appears to the Court to be interested, make an order... declaring the dissolution to have been void..."

200. Application

201. Within 2 years of the date of the dissolution.

202. 420(1)

203. Enforce Duty of Liquidator to Make Return

204. "...the Court may... on an application made to it by any contributory or creditor of the company or by the registrar, make an order directing the liquidator... to make good the default..."

205. Application

206. If liquidator fails to make good the default within 30 days after service of notice.

207. 425(6)

208. Restore Defunct Company to Register

209. "...the Court, on the application of the company or a member or creditor.., may... order the name of the company to be restored to the register..."

210. Application

211. Before the expiry of 3 years from the publication of the strike-off notice in the official Gazette.

212. 490(1)

213. Production/1 nspection of Books (Offence Suspected)

214. "...the Court in Chambers may, on an application made by a public prosecutor... or by the registrar... make an order authorising any person... to inspect the said books..."

215. Application

216. No specific limitation specified.

217. 492(2)

218. Relief from Liability for Directors/ Offi cers

219. "Where any person... has reason to apprehend that any claim will or might be made against him in respect of any negligence, default, breach of duty... he may apply to the Court for relief..'

220. Application

221. No specific limitation specified.

222. 498(1)

223. Inadequate Consideration for Shares

224. "Any director, creditor or member of a company may apply to the Court for a declaration that any shares... have been allotted for inadequate consideration."

225. Application

226. No specific limitation specified.

24. In ordinary parlance, the words "petition" and "application" connote the same meaning, and that is why we find that, in the Companies Act, 2017, the legislature has, in different sections, used them for such initial proceedings where the Court is asked to exercise its original jurisdiction in a way that allows swapping or exchanging one for the other. It is now well settled that the statute will not only be incomplete but even be misleading if not read with the relevant subsidiary legislation, which seeks to amplify it. 1 5 Thus, to ascertain the legislature's intention about the use of words "petition" and "application", we may resort to the Companies (Court) Rules, 1997, framed by the Federal Government. These are the rules that were framed under the repealed Companies Ordinance, 1984. New rules under the Companies Act, 2017, have not yet been developed. Therefore, under Section 6 of the General Clauses Act, 1897, read with subsection (4) of Section 509 of the Companies Act, 2017, these rules will be deemed to be in effect. 1 6 Rule 5 thereof specifically states that all applications, except interlocutory applications, shall be made by petition. It follows that a petition for the rectification of the register under Section 126 of the Companies Act, 2017, is not an application. If we are right in the above conclusion, Section 29(2) of the Limitation Act, 1908, which makes provision for the determination of the periods of limitation "for any suit, appeal or application by special or local law", can obviously have no application to a petition under Section 126 of the Companies Act, 2017. It needs to be mentioned here that correctness of this conclusion stands substantiated from Section 6(15) read with Rule 7, which state that though the practice and procedure of the Court and provisions of the Code of Civil Procedure, 1908 shall apply to all proceedings under the Companies Act, 2017; however, it will be the discretion of the Court to determine its extent. This is so because one of the implications of the principle settled in the precedent of Hans Raj Gupta (supra) is that where an application, though made under an Act other than the Code of Civil Procedure, 1908, is made to the Court asking it to exercise its jurisdiction by putting in motion the machinery of the Code of Civil Procedure, 1908, it will be an application falling within the scope of the Limitation Act, 1908. As the proceedings for the rectification of the register are taken before the Court, asking it to exercise original civil jurisdiction under Section 126 of the Companies Act, 2017, the same shall not be regarded as that to which the Limitation Act, 1908, applies.

25. This analysis prompts consideration of why a specific limitation period for initiating Court proceedings to rectify the company register under Section 126 of the Companies Act, 2017, has not been established. We think it is antithetical to the equitable principles underlying the Court's jurisdiction to impose time constraints on such actions. Firstly, Section 126 functions as a statutory mechanism for rectification, which, under subsection (4), explicitly authorises the Court, once a substantive ruling is made on the merits, to refer the matter for criminal proceedings under Section 127. Notably, the Limitation Act, 1908, does not govern criminal liability arising under Section 127. Imposing a limitation period at the Section 126 stage would undermine the statutory framework by preventing the Court from initiating criminal investigations into fraudulent conduct, thus rendering the /discretionary referral process, mandated by subsection (4), ineffective. Secondly, the doctrine of equity, deeply rooted in principles regarding fraud, supports this view. Courts recognise that fraud is often concealed and that wrongdoers should not benefit from statutes of limitation triggered by their own dishonest concealment. Section 126 specifically targets fraudulent or unjustified entries in the register wrongdoing that may remain hidden for years. The legislative pairing of rectification authority with a discretionary criminal referral demonstrates intent to allow such fraud to be addressed judicially when it is eventually uncovered. This underscores the legislature's commitment to combat fraud actively. Imposing a limitation period would invert this equitable rationale, effectively rewarding concealment and negating the Court's remedial role. 1 7 Additionally, Sections 126 and 127 serve the legislative purpose of protecting core proprietary rights in shares and membership interests, which are safeguarded by constitutional protections of property and due process. It is therefore reasonable to interpret the legislature's intent in Section 126 as a safeguard for these rights, ensuring that membership interests or shareholdings are protected through judicial oversight. The imposition of a time limit would permit delay an inherent feature of fraud that could deprive individuals of their property rights and due process. Such deprivation could be viewed as a constitutional violation or a "constitutional tort." Lastly, Section 126 aims to preserve the integrity of the register as an authoritative document, rather than merely a record of private agreements. The register determines the company's legal status, governance rights, and control, making its accuracy vital to public interests. Applying a limitation period designed for ordinary civil claims risks leaving the register inaccurate precisely when maintaining accuracy is most critical.

26. Now we have reached the final perspective presented to us, which we also agree with. If no specific period is prescribed in a particular legal context, what standard should the Court follow to evaluate delay? Should it investigate belated or stale claims, or consider evidence of long-term neglect of one's rights? We think not only that it would, but also that it must. It is no secret that equity lies at the heart of corporate law, especially in /matters of register rectification, where fairness and justice are paramount. The issue of delay can be addressed effectively by applying the doctrine of laches, a principle rooted in equitable jurisprudence that allows Courts to prevent undue prejudice. 1 8 It is well established that, as long as the Court is dealing with equitable rights, it can decide when a delay is sufficiently significant to be branded as laches, considering factors such as the length of the delay, the reasons behind it including circumstances like ongoing investigations, complex corporate restructuring processes, or the late discovery of relevant facts and whether the delay caused prejudice to the opposing party. However, it may be noted that, in cases of register rectification, there are often legitimate and justifiable reasons for delay, such as the need for thorough fact-finding, coordination among multiple corporate entities, legal hurdles, or external factors like regulatory compliance delays. It may also be noted that a Court, in appropriate cases, may prevent a respondent from asserting a delay defence if the respondent's own deliberate misconduct, such as fraudulent concealment, misrepresentation, or intentional obstruction, prevented the petitioner from timely initiating proceedings under Section 126 of the Companies Act. This equitable doctrine, known as equitable estoppel or "equitable tolling, 1 9 " aligns with the principle that a wrongdoer should not benefit from his own wrongful acts. To benefit from the equitable tolling doctrine, the petitioner must demonstrate that subsequent, specific actions were taken by the respondent actions that are clearly distinct from those forming the factual basis for the underlying cause of action and that those actions obstructed or hindered the petitioner from bringing the petition in a timely manner. However, to balance the equities, it is emphasised that the party seeking rectification of the register must approach the court before other legal rights accrue. 2 0 The Court's action cannot harm innocent parties if their rights arise from or are affected by the delay of the party moving the Court. 2 1 It is well established that "delay defeats equity," or in Latin, the Court assists those who are vigilant and not negligent of their rights. Hence, the injured party must act swiftly and provide a satisfactory and detailed explanation for any apparent delay, including demonstrating that the delay was beyond their control or due to exceptional circumstances, supported by credible evidence. We are not proposing a specific time frame, as that would amount to legislative function and risk undermining judicial discretion. We state only that each case must be evaluated on its own facts, taking into account all relevant circumstances, including the nature of the corporate dispute, the complexity of the issues, and the conduct of the parties involved. When avoidable delay appears to impact the merits of the claim significantly, the Court must consider it carefully and, in appropriate cases, may disqualify the party from invoking the equitable remedy. Ultimately, this is a matter for the Court's discretion, to be decided on a case-by-case basis after thorough assessment of all relevant factors. 2 2 There is no fixed upper or lower limit; it all depends on when and how the delay occurred, the specific facts of the case, and the conduct and motives of the involved parties.

27. The foregoing discussion brings us to the understanding that the High Court's reliance on Article 181 of the Limitation Act, 1908, in dismissing the petitions filed under Section 126 of the Companies Act, 2017, on the grounds of timeliness, was not entirely justified. We note that in one case (i.e. C.P.L.A. No. 2624 of 2025), the High Court, despite ruling the petition as time-barred, also examined the merits and returned its findings. However, we observe that these findings were considerably influenced by the initial opinion on the limitation issue and were made without allowing the parties to present their best case. Given that all these cases involve allegations of fraud, which are inherently complex and raise delicate questions of law and fact, their summary dismissal is not appropriate. Therefore, we find it necessary to issue a remand order.

28. As a result, the leave petitions (i.e. C.P.L.A. No. 559 of 2025 and CPLA No.2624 of 2025) are now considered appeals, which are allowed along with Civil Appeal No.125 of 2025. Consequently, the challenged judgments are set aside, and the matters are remitted to the High Court for a fresh decision, affording each party a fair opportunity to be heard and to present their best case. There shall be no order as to costs.

227. UN/A-18/SC Appeals allowed.

228. 1 Packages Limited through its General Manager and others v. Muhammad Maqbool and others (PLD 1991 SC 258); Muhammad Mohsin Ghuman and others v. Government of Punjab through Home Secretary, Lahore and others (2013 SCMR 85) and Syed Mushahid Shah and others v. Federal Investment Agency and others (2017 SCMR 1218).

229. 2 Cited in Manghu v. Kandhai (1886) All W.N. 233.

230. 3 Section 9 of the Code of Civil Procedure, 1908.

231. 4 Hussain Bakhsh v. Settlement Commissioner, Rawalpindi and others (PLD 1970 SC I) and Kishan Chand and Co. v. Nur Muhammad (PLD 1949 Lahore 30).

232. 5 Brother Steel Mills Ltd. and others v. Mian Ryas Miraj and 14 others (PLD 1996 SC 543).

233. 6 Hansraj Gupta and others v. Dehra Dun-Mussoorie Electric Tramway Co. Ltd. (AIR 1933 Privy Council 63).

234. 7 Baimanekbai v. Munekji Kavasji (1880) IL.R7 Born. 213.

235. 8 Naeem Finance Ltd. and another v. Bashir Ahmad Rafiqui, Administrtor, Muslim Insurance Company Ltd. and another (PLD 1971 SC 8).

236. 9 M Imam-ud-Din Janjua v. The Thal Development Authority through the Chairman, T.D.A., Jauharabad (PLD 1972 SC 123).

237. 10 Mrs. Naila Naeem Younus and others v. Messrs Indus Services Limited through Chief Executive and others (2022 SCMR 1171).

238. 11 Messrs Bentonite Pakistan Limited through Director/Chief Executive v. Bankers Equity Limited and others (2023 SCMR 1353).

239. 12 Henry Campbell Black, Handbook on the Construction and Interpretation of the Laws, at 616 (2nd Edition. 1911).

240. 13 Black's Law Dictionary (Bryan A. Garner).

241. 14 Sha Mulchand and Co., Ltd. v. Jawahar Mills Ltd, Salem (AIR 1953 SC 98).

242. 15 Government of Canada v. Aronson (1989) 2 All ER 1025 and A v. B (Investigatory Powers Tribunal: Jurisdiction) (2009) UKSC 12.

243. 16 Dr. Muhammad Amin v. President Zarai Taraqiati Bank Limited (2010 SCMR 1458).

244. 17 In Re Southern Counties Fresh Foods Ltd. (2008) ENHC 2810.

245. 18 Archbold v. Scully (1861) 9 HL 360; and THG Plc v. Zedra Trust Company (Jersey) Ltd. (2026) UKSC 6.

246. 19 Shoreham Hills, LLC v. Sagaponack Dream House LLC (2020 NY Slip Op 50326).

247. 20 Poiss v. Lambert Health Authority (1978) 2 All ER 125; Verrall v. Great Yarmouth Borough Council (1981) QB 202; and Spry, ICF, The Principles of Equitable Remedies.

248. 21 Lindsay Petroleum Co. v. Hurd (LR 5 PC 239).

249. 22 Kerr on the Law of Fraud and Mistakes (Ed. 1952) at P 602).