Mrs. RAZIA AMIR SULTANA vs AL AMIR PAPER MILLS (PVT — 2025 CLD 1428 QUETTA-HIGH-COURT-BALOCHISTAN

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Mrs. RAZIA AMIR SULTANA VS AL AMIR PAPER MILLS (PVT.) LIMITED Ss.5(1), 5(2), 126, 127, 287-a & 497---Limitation act (IX of 1908), First Sched., art.112---Petition for rectification of shareholding register---Limitation---Jurisdiction of the Company Bench---The petitioners invoked the jurisdiction of the High Court under its companies jurisdiction for correction of the members' register of the company---The company was incorporated in 1993 and the petitioners and respondent No. 2, were legal heirs of the member, who originally held a collective shareholding of 491,000 shares---However, after the petitioners migrated abroad between 1999-2000, respondent No. 2 fraudulently removed their names from the register, assumed full ownership, and later unlawfully transferred shares to respondent No. 4, including those of the deceased---applicants filed present petition in 2021 seeking rectification of shareholding register---Main questions for determination before the High Court was as to "Whether the petitioner, who had been the shareholders of the company, were entitled to rectification of the company's register on account of alleged fraudulent removal of their names and unauthorized transfer of shares by respondent No. 2, and whether such petition was maintainable and within limitation period"---Held:---Respondent No.2 was the beneficiary of the shares, therefore, the burden to proof was on him to plead and prove the particulars of such purchase---Respondent No.2 did not plead description and particulars of purchase, such as price, sale, agreement, mode of payment of the price---While transferring shareholding of the applicants the respondent No.2 had not observed and complied with the articles of association---Respondent No.2, at the relevant time, in compliance with the erstwhile S. 76 of the Companies Ordinance, 1984 did not bring on record instrument of transfer duly stamped and executed by the applicants and their late father---Respondent No.2 could not place on record any instrument showing that he had paid price of the shares to the applicant---Respondent No.2 was the beneficiary of the shareholding, thus, burden to proof was on him to substantiate that he had purchased the shareholding of the applicants but he failed to do so---Section 126(3) of the Companies act, 2017 (and S. 152 of the erstwhile Companies Ordinance, 1984) conferred exclusive jurisdiction upon the High Court to try an application made under S. 126 for rectification of the register---Thus, the High Court had exclusive territorial and subject matter jurisdiction to try the application at hand under S. 5 subsection (1) and S. 126 of the Companies act, 2017---Subsection (2) of S. 5, ousted the jurisdiction of any other court to entertain any proceedings in respect of any matter which the High Court was empowered to determine by or under the Companies act, 2017---With regards to the question of limitation for filing application for rectification of register, the High Court while relying on the case reported as "2022 SCMR 1171" observed that no limitation was provided for filing application for rectification of register and held the petition to be within time---Moreover, applicants and respondent No.2 were legal heirs of the late member and there was no limitation for a co-sharer and against other co-sharer for claiming shares in the joint immovable, or movable, property including shares in a company---High Court ordered for rectification of the shareholding register of members---Petition was allowed, in circumstances.

Mrs. RAZIA AMIR SULTANA vs AL AMIR PAPER MILLS (PVT — 2025 CLD 1428 QUETTA-HIGH-COURT-BALOCHISTAN

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