Return of Tendered Shares in Compliance with Court Order in JCM No. 12 of 2025

AKD Securities Limited

June 27, 2025

The Executive Director

Public Offering and Regulated Persons Department Securities Market Division

Securities & Exchange Commission of Pakistan NIC Building, Jinnah Avenue, Blue Area Islamabad

The General Manager

Pakistan Stock Exchange Limited

Stock Exchange Building, Stock Exchange Road

Karachi

Mr. Hasnain Aslam Chief Executive Officer TRG Pakistan Limited

24th Floor, Sky Tower West Wing Dolmen, HC-3, Block 4, Marine Drive Clifton, Karachi

Subject: Return of Tendered Shares in Compliance with Court Order in JCM No. 12 of 2025 Dear Sirs,

In continuation to our earlier submissions, the Honorable High Court of Sindh has issued its judgment in

JCM No. 12 of 2025 in the matter of the Public Offer for shares of TRG Pakistan Limited by Greentree Holdings Limited. As per directives, AKD Securities Limited in the capacity of being the Manager to the Offer, has initiated the process of returning all shares tendered in the Public Offer to their respective shareholders.

We remain fully committed to maintaining transparency and ensuring strict adherence to all regulatory requirements.

A copy of the judgment is enclosed for your record. Regards,

For and on behalf of AKD Securities Limited (Manager to the Offer)

Fati

Shamim

Analyst vestment Banking

Vijay K. Kukreja

Deputy Head - Investment Banking

TREC Holder: Pakistan Stock Exchange Lam› ted, Registered 888*0^: Se curiaes & Exchange Comm ission of pp gigtQ g

SSTN S15009 27-7 N*N - 15O0927 -7

The Pesoume Conup lnteniaiional Limited through Nt /s. A t'ñiacl M. Taycfialy, Saner Tayeb iy anti

Greentree Holdings Limited them th

U/s. Ali Almani, Pui'qari Mv4Jn fa9

Alnl u1 Qadir cii of ivf«naminod fl and Muhammad Yac]oob son of M rih*inrnad Yousuf tliimiip,h M / s. Syev| Ghuloiir Shabhii Shah, lrtaf*-new F!‹!iimsri, M ukesh Kumar 'l'filrejii. Ali Shall laid and Anas 1-l4t'ib Magoon, Advocates.

Day of hearing

Dali of dnision

07-fi4-2tl25, IO-04-2O2S, IH4-M,

17-l1'4-Z02S, 23 04- , 24-o4-2o25,

- 5, 05•i6-8WM, 2ft2S

Adrian Jqbal Chaudhry 1. - Oñerviett':The Pefitionei h;oldr 16% shares in TRG Pakistan Ltd. {tRGP - itespondent to.i], e puhIii--listed .uoirrpariy incorpcra& in Pakistan. Greenttee Holdings CU.

. *l•

kisted Competes Jubst•nml Mquisitioa of Voting R$res and' 'f%eovom) lteyloti mrs 2(l17 JTakeov,er Re Nations], read with sec6on IU - of the Securities Act 20JS,.to acquire an addiikmal 35 h voting shares of TRGP to take :n shared Idfrg in 655 thus:'giving ir control of .TItGP. The 1'eistioner contends. titter «lie that all shares of TRC;P purchased by Greentio and now Jhe pu9iic otter well, is funded by TRGf s ovin money i.e. 'financial sssistanre' by'TCCB buy its oWii sha inn. which ia prohibited by swtion J2) of tlie Compariier Act i0l7. The Pe fitioner subrriib that tuch maneuver Jfi'etors ct T£GP to' delves re ml of the company to Greenrtee is unlawful, fraudulent «nd oppressive. of tiae member c•f TRGP,

hence tfiis petition uoder section 286 nf the Uo'mpenies Att. ' ..' * .

• The.’publii olN un4er Put IN.of the Critics. Act Z045 is de£me0 in sectinta

moieMmMhqpxte%b«Mâfun .i rmCof:M.kg n1mxs'ofañCe 'romp /.

acquire control of e listed company milms such person makes a

2. Upon the petition,.as interiiai order was passed by this Cost-tg ' or: 24.05.2O2S. that uport cl£+si• o[ tt'ie acceptanre period of the pu b/ic otter. TRGP .arid tfie Manager to the Offer (ltespondent Ng.9) BH

Utah .erms gia Such nrder waa extended during the hearings,

howevu, with the observation that Greenttee would n see n

, Extend tjne acce wee period of the 'public offer, which it did hmm , ' ' '

time to time.

‘ 3. Creeneee, the.acquirer°, was incorporand in Bermiid;a {m 20z0

as a wholly id Wbsldiny of The Pésoume 'Group lnternati lIRf

SRI. [TRG IL - Mporident No.2], also a Company incorporated m

funded tnitinlly wits mutant capiul. tt is invested in a po;rdolio of companies in fMhnNo@-enabled sr es setoz pdmaMy M @c USA. bhJe GreenRee fi.@nRofied WGI/ @e ar@Lc0mpRH/

i.e. ’l'l‹GP holds 69â ’Sertes B Preferred Shares’ in TRGIL nl;f em wiih voting rights restricted to 4i& by a Stock. Purchase Agement

{iifA] between S holders OI TRGIL. Pursuant to thiit SP A, TBGP appoint 3.of W * dtrec&ra qf TItGIL. Per pen fi1 of TRMS financial slaterfienl for year ended 30.06.2024, TitCiP s shareholding

company o holding company of a mud company those kg alinri's c'r. co;niri I are direcdy o't' mdirectly acquired ‹ii Intended to@ duced

1. The management uf TRGP and TRGIL ia ovgilappirtg. 5ii dizectots of TRGfc ate amcyi die on dlwlors of TJtGP. The Charm n nt the 8oazd of TRGP is the ISO of TflGIL. The CEO of TRGP is the Oñef Inv.ei ment Officer and director of TRAII; Thus, the ditHtota of TRGfL a're

   m'a]ority' or the Board of TRGP. however, nftecims of TEGP liesWord M ihnn 1& shares in lo.compnny. ’the soe maWnBl Asst of TItC/, ofñcfi mso

   " Institutes the principnl line of its bitsihess, is 'its. shaieboli3ing in

   TRGfL.

2. Tire Petitioner Was the founder/ spoiuor, shareholder aiad

   .'disecLofi Ot both 4’RGt' and TRGlL. I-lé was also the' CEO off TRGf' and C@(EfWf blf ard DI TRR1.. In 2019, he was embroi1e‹t :» a iexual Orassment acandnl in the USA leading. in legal Jzroceedings that dix ne9ii tive publicity rind Jzremiiie from Investors. Therefore, on 29.11.2 ?. , the Petitioner' was tmpelAl in rest from offire in tRGP end PAGE. Per the Respondents 1-3, the Fgñtioner h'as since been ttying to get beck control of TRGP. They have highll ted raid

   that if the Petitioner.were find his way back into untuk of TRCP, that wand not wr ’1 for tirecinteny, bit even w, 1 âo not see ho',v that ast›ect con prejudice rtghts' and ienedieg ufde£] to the Petiti by jTimft1e acis5 Brelioldez o1 TRGP.

3. The events lead ing to Gwent w's pubiic offer to , aor}uire mnwcl ct TRGP and th events

   w this. pefition are as

   6:1. W December 2021, SGTL offered to buy-baCk/redeem Its

   <@. Board of TRGP decided against it end requested TSGIL to pack

   TltWs share of the 11d ltfd ae6i tS irt q special purpose vehicle [GPV]

   .'alzroad. 'l'RGIL amepted. On 20.12.fiZ'l, OGP made a disclosure to the Pakistan flock Exchange {FSX), as a requirement of sections 96 an'd rat or 1« seouiii•» at, or an M ot TxciL will utiii liquid

   ^mts o!' +RGP in puzrlxzse iis shares Later. Coeentree emer@d as

   the designBted SPV. This arrBngemeftt between TRGP, TRGIL .antJ C se try is & to I'm tone ‘ft n:nrisl assistance"given by:TRIP In puzrhase in own sham in violation of se-tion 86{Z) of the

   1. On IO.03.2022, GreentTi • made a public dIsctosure under-

      ' ation 110a oi the Secuiities Act, 2015 that it had acquired 10 <

      siim'shN dt g in ThGP by purchasers rftade at the PSX,

   2. In fatty 2D22, th'e Sbn tssited a éhñw-rause tiotice tu!TRGP to nplain allege d violañon o1 section 86(2) of the Companies t. Against hat, TRIP filed Suit No. J584/2a2. @ ari intettrn. order

      dated 2J.JO.2022 Court restrained Llae SECT’ from nki g cbercific

   3. n October Z022, TOW ffiec| Suit No. 1589/2022 again ib Aareholden n‹mely the JS Group , in Petitioner and others, fi irjuries them fruM a hostile taRe-over of' II+e company. lt was alleged fat said ñef‹mdanti, acting iii concert, had cumulativcfy ,acqj3fTed

‹none than 30%. shaio w ithout zUttering to the provisim of the

Securitim Act. By an interim order d' eted 19.10.2022, Je Court

restrained those defendants horn acting on ñotirrg shares of'TRGP in eyes o1 the 3O& tlussllold. The JS GrO9Q TWliñted by •Sutt No. 1599/2027, contending fat the irttec n otdéi- Art Suit to. 1589/'2022

J. O'btajr1£'d surrepfitiotisly to de tive US OF VOC in P

AGA of TRGP scheduled lot 25.â0.20a By order dabed 24.10.20H, i the Court reetrsin•ñ TRGt° hfim•hñldtng the'AGM OU fuitiet-.

r›.s rim o6.oi,2 , IJGIL file+1 Sruii No. 19/2o23 against tbm Petiflpny .«nd the JS Group 'contending that the Petitioner, And pkdged lures of TRCiP with the IS Group in violation of' the SPA.

8y an Nterim ordet the Court restrained the JS Group fern creating .

6.6 Hi {amid- 20a TTiWL im-oked the arbitration clause of its

Judicial Arbitration arts 6le4iafion bertter QAMS), NeW York (Arbitrator], contending fat ie Pit‹&›r›er had. breached tile SPA iii transfer iiri8 ahares oi T'£tGi° M WGU .widnciit the consent Gf the

investor party to the USA.

_ .› . , in T bru ay , the Petitions. fired a .cmyteml&m Mi-e tire Arbiaator. éñntendñ-g that it was TRCP and TBGIL.I'mo h*d reached tk.e GPA Member ?02l wMe redeeming ;share.s Of TRGIL. However, upon a suit filed hy TRSP iii the D:S. £edeiaj Oissict Comp Southern Drearier of New for k, the orbin-;otion w'as su by an order daud 02.02.2mx in the subnssioi{ It to Petitioner had eylier Waited legai aclinn Rgaiti5t TItGP afid TPGII by.Oetufing a geleaee Agreement.'

U8 In jiine 2024, the Peñfiooer filed Snit No. &/2024 against TRG, TRAI. and their ‹lii+Ctou s° a sbareholdet's derivative action egeiñsf bi'ea'ch of the R A. The suit was howe9ei withdrayn by the Fedfiiier on 13.09.2024 appaiéntly to *Ornpl7 with as ânti+uit injortctin dpt8d 20.09.2024orbit by tt'e U.S. Federsl fis**c Guttrj, Soothes District ni Men' York on a rnofion by TRGIL contending. test th djs ie w3s covered by erbitratien

8.10 In tA meantime, Greenbee confirmed a pr •base ,shares of

TRGP from ltte open market, and hy Member W4 It h'ad built ita

1. On 26.12.2024, Greentree made a public anrsunc;errieht of tntenttori itpder Regttjatioa 6 of it e TaWve.r regulation» in acquire fu-rtiier shares and control of TRGP. fiollmirg u'p on tial Greene wade the impugned public of&i on I7.01.2025 under PegNnd rim 7 of the TGeDvyt' Ryaiations stipulañng the closing date as 1103.2H. The Wu price odered was Rs. 75 lot each sham of TRGP. However, due to a restraining ordet paased Ly the Islamabad High Couct in V/rit Fetifion Nñ. 731/2O2S fnlud 8y. another shareholder, th timn-line for the publit offs could not be followed. Tha't petition was eventually dismieeed on O.m.20M fa want nf tetrltorial jurisdiction. W notice dated 20.03,2025, thi Mimager in be iller' (Respondent No.9) ntencied the clobinp had if the piibljc offe ’ to'04.04-2025, which was then f6z ded bF the Mana tru'nJ

   trme to time owing to His pelt ttoix

2. fbe ti-tree-year term of directors ot TRIP was set io expire on 14.O1.2o25. On 0101.2025, GrTentrae filed JCM No. 01/.202$.under

   Section 28'6tOh'f e Coinpanies Act tu restrain TRGP kotn hGId

   'l•

   election of directnrs on tfie grouiui that newly eWted d tors mny impede Gtéentiee's piibñc offet. to m return.g mxtér was passed. Also pending i° exotic JCM No›. 0$/2025 by Greentree. aga1:r under septon 286 nt the Companies Act plniriing tlui •h ieVolA ers ot TRGP are impi•ding th public offer'.

3. On 27.(it.2O23, fif• Ai-niirafo.z ggve an Inmim Award resoeUing due Pefidomi horn transferring his shates tn TRGI' contrary tp section Q 6(a) A the EPA shai'$s p ltChSSed

g tg less than }& steLe In the

ConooS) ReglaUons.b

,y

y‹nor appno

Lai shares of TRGP acquire'! '!' 5i-eentree '“"" ’

hands of 1 itGIL;

of

[entinrd to respond i'

SarfraZ Metto. lenynedcounsel 1or the 1’* i submit"

arrii tl-rrougb it in GreentTee, WV

o [}y9 [ OGP As n.n r:r disclosed to , L.» i• shareholrlers th a I ' Groetitree's public rafter is l'undeit b' RGP's own money which is also a violation of Regulation etc) of the 'f'akeover

Pegrilaiions;

• treat tiitectors Of TRGH who were also on the boarct of TRGIL wei-e in a sit mation of corflic I Art iiit'mt in ilecidiag to reins.est

Ac{ end viohgd Re tioi 24(S) o1 the iakcovcr

Tayébnly, we t'e as follows:

that die a rranpeinent bvlo•cela IBGII. rind TRGP d id not v iolate sectit t fij(2) of die C's trpanies Act as explained uncles

’ shareholders, £lierefcrr+ is [to question ' of oppression 'Of taainority shar *hot ders;

are si ›ji«licc. in other Stockings which ha;ve been suppressed; therefore, the Petitioner is rrot entitled to any ' equitable relief under section 286 ot the C‹impa . Act

{reliance piaced on PLD l98F Lah 1; 2o2l .OLD 578; 2015 CLC

• lfmre3eqLqnofdirecdnrszbdbbélm)d -IltG]°du mj›e wshañingordecdaR«i24dR28221n5utMo.1b99/2O22:

• that {›tirsuant to die pu blip of let' by Greentree, over 20t4

million sharea of TRGP have been refxived in acceptance by

., du•glvfanager to the Offer tFrris.creating third-party right

• that the Petitioner cannot participate irt the put›lic of ter as .the arbitration award against him iinpo:res o restriction on sharg-

'l0. Mr. Arshad Tavebaly, learned counsel for TRGIL further submifeel that violation of section 86(2) of the Coatpanies ,Act does not cñnsti I-ute oppression or mismaiugement within the runantn ml s'ection 286 .ñi the Companies Act (Reliance placed on 2021 C'LD 7);

' and stock election of directon of TitGP Was Stayed hy a'Coucl order,

the misting directors continued by vtrme of seclion 158(1) of Lfie

Ccrmrpariies it.

He submitted tha f the pelition is: on the

u meptjo»’ ti›ni TPGJL Le a su Adding of TRGP, that since 'iRGP

holds only 4S$ voting shares in TRGIL, ttie latter does not fali

'*';'.'Corrtpan es Act; in faCt, RB body 1 tgornte6 nbroad, iGTL

-,''.: does not fall within the definition of 'company

die Uompanie.s Act. He siibinittéd that dividends unless d*'clamd by

plac'ed on 1987 C LC U08; 2007 CLD I2I0): that section 199 of thr

Hmpanies Actp t t ptqgt p9 TRGP hsd simply decided not to take the offer of redemption of shares; rind that the books of TRGP do to i -reflec t money owed by TRGIL but orrly sllaPeS held' In 'fRGIL, therefore there was no financial assistance, by tlie, form'@ to thg

4.1. TRGP'S e 7 '° *e petition is the same as TRGIL s, however

*R adhitionGf fO M WMla 7 J/ Of A8 ' pefitiO'ri

which are disCuseed separately in@. On the merits, Mr. Abid S. Zuberñ •arrjed counsel for TRGP supyorted Ie arguments: of !vfr, TI but whii• .xH Ind mat lbr faen alleged do hot make oitt a case of ' inding-up as reqiiired by section 286 of the Companies 'Act that TRGIL s ietter diind 09.12.2021 ins not a declaration of tf'i?idenvis f›ut cirt • ft prop&âl ñJ if TitGl" wented .to sell its shh back Ra'' TRG IL; that ihe Board of TRGF delighted an‹t a décision was taken in the It ir tnest of slamhol‹ters r iz. ti+ Continue with the' inkestmen f in 'fltGI therei'ore, no tttoney vi'as due It› TRGP; consequently, i1-we ñ no question uf vioRtirrg section 86(2) of the

'COtfipanii•s Act.

1* Per the counted-affidavil of the lvfanager to tire Ofiet (Res yndeñt Mo.9), the public offer by Green£ree is for all shiiruholvjers.oy TEGP'imfu'ding the Petitioner, thai if the Petitioner does not desite to sell hi» sharm, he canrie.t deprive others the

'' Spportuifi9 to cell es'peciâlly when the Petitioner liim'seff fias am’ made o' competitive did under Tic Takeover Regulations;' and that the public otter complies wiih the. Secuiitim Act and the Takeo'zer Regula tions. Nir. Mayflar Kazir leuToed counsel for Resporufeni W. 9

Takeover Regulation . He discussed the gme-line ot the public offdr and ex plaii,cd its contents. i-ie sutainitt'•d that conditions to o Jblic offer iri•lau ilt by The See t'ities Act and the Teheover Regulations''

, ensue that in a airier bid minoTi/ 6lJareholdm are provided en

oppi›rtui ity to EU lest diey apprehW oppmssicn @ * mW*r"*

flieseforé £he remedy c I section ?& of the Compaxries Act !8 n *

envisaged against a public of ter; ''that ttnder the 'Takeover "--

between thu acqtilrer null shareholders; and that the intenI of the legJslafui'e is not re pviice the public offer' (rsilaoce pieced on Aln 2013 SC 236fi). He 6ubitiitted that once shareholders giye theirs accePtnnce to th pubi'ic offer by deposi ung their shares in the om account oI ihe Manager, they are committed to the sale.

13. Plendiny of Gi'eentrec are the same as TRGIL's. Mr. Ali

.Almani, learned counsel for Greentree adopted tire submissions made helore him and added that since The remedy in section 2b6 ct the Companies Act was a substitute n minding-up, the Petitioner has to meet a higher threshold anlt actually demonstrate that he is pi'cjudiced by the public offer wh clv he has famed to do: that the

• Peññone7 i antecedents do not merit any discretion; that the public disclosure rriade by Greentrec utider ihe Ta1‹eover Reylation

argued that shareholders of TRCP are kept hmm making an informe‹t choice to seil or not to sell their shares; that .even. il the Petihoner does not wet to se0 his shares, he has rim right to strip others.

Mr zoIIar tvlicza, Chief 1-'i'osecu for for the SfiCF took fine Court through the comments o1 thi* SkCf° and informed thal though a show-cause notice was issued to TRGI’ against viola lion of section

86(2) of W Companies Act end for failure to maintain prñper recmd, that dId not proceed further in view of the restya ii)ing order passed in Suit No. liM/2022. He' submitted that S43 applicstioiu had been submitted by pubJir sha:eholders in response to the public

- offer and therefore ihe Court 'cmoaynsi'der the insist of such

shareholders who have an exit ri» •'ty under the public offer.

'15. In rebuttui, Mr. 5arferRZ ñ4etlo, learned cmmsel for tire Petitioner submitted:

d j lprfi; that under section I S8(3) of the Companies Ac i; :i dirNbor whose term expr i.gn continue to a maximum of 90 days during which time election has to be held; had the

, election been held, the present directors would certainty at b'e. elected and the new déectois, z-ko would also Iaave been

on time 8oaid .d TRGIL, Would not liave aIlowed Greentree to

.

ahead WU the public offec: • ’

that if not a stit;*sidiary, 'I'M(.:IL was admittedly an associate t

company or undertaking of TRGP end therefore section 4.99 of

the Companie5 Act was aiii'iicted to the reinvcstinenl- mmdc lay

flat their is a clear violation of clauses (bl. lslti), (iii) and (iv)

• die fact that certain monies were due from TRGIL to TRGP eras acknowledged in Ltte f.r ncial statement of TR,GP es of 30.06.2022, that clause B.13 of the SPz t»etween URGE ascl TRCIII. obliged the latter t‹i pay ‹llvidends to £hé former, theMo v, the Board of TRGP ha'd no authority to if any arrangement w it11 7'ftGIL; that neither TRGIi, not GreenLree have denial uaiiay the funds of TRGP to ,purchase

i’,'’J't

1. WA No. 3n5I/202n and Citi A No. 3053/ RI'O applications under Order I Rule 10 CPC by two shareholders of TRGP WHO MVH RMetiied the public of let mRde by Greenti'ee. Thy' seek to become parties on the ground that the. petition eeeks to

   preven I them of the opportunity ::o. sell their sliai'es at a premium.

   . ’ ' ' ’

   Tracy plead th‹a t they have alreañ y submitted acceptance. letters to

   the. Nlanager. to the Offer tJtespoi>âGrit' No.9) and have dep'osited ilâeii' shares. In the CDC account 'of 'tie Manager. Théir fiunsel, Mr. Shabbir fiah Advocate sutiirdttad th t fhera was has a co clttded contract betvieert tit Inbm'oiors and.Greeiitree which cotild not be

   ,- .jeopar,dix by ',th Petitioner. In rinj: view, as'suming thei'e is..such a

   tb'at the ixanâaction is not complete uncil payment is made .to the shambolders. AdwrJ £ledly, ti4Rt stnge luz not azrfved. fn fact, on 24.03.2025, when this Gourt pessed a sféhis quo order, the acceptance period of the public offer had not .men expired and has s;irice heen

   ' mtended hr the Manager to the Older. Therefore, applica;tions for

   |ofider by Intervenors are premature. They are not necessary parties to the petition CMA No. 3tl52/2025 and CMA No. 3053/,2025 an dismissed. This also rmswers similar siit›mission ma'de by. learned couiuel for' TRGIL, TRGP and Mdi3ager to. thd Offer.

2. It was submitted by learned counsel for iRGIL: that on' 2U.12.2021 TRGP had madi a pulilic disclosure imder sections 96 and 131 of the 5ecurilies Act that e suhaidiary of TRGfL III use the liquid assebs of TRGP to purchase shares of TftClP for the beiiNit of IEIsshawhoTdes;1A on20012O €reen%emadeVpuMic OsésuW u:der seclon 110 oi the Ser!Ga AM iac i+ Gad auquLed10%zbeholdmg THCP;fm£kbfmMr Owedyd xn p a 31 o1 fe. peKdon that i'n 08.Ql2022 the Péññ%ne led

   knowledge £hat Greenhee h'ad acqtiired l0& shareholding: iri TRC•P:

   erefore, the Pe6aonei' hod. knowledg'ae'allol rig that Gméntree is purchasing shares of TRGP front the latter's tiqijid assets with

   ''' . . yjt, btjt jq objected: resttltantly, this petition . filett •on '” —•' • * 22.05.2025 after 3 yeais of fire aforesaid events is time-baried under

   Article 181 ot the Limitation Act, 1908.

   On the other hend, leai counsel for. the Petiti'e ner submitted that TRGP's disclcisum dated 20.12.202J doesJ not cv cm mention Giscntree; that Greeetrce's disclosure dated 10.03.2022' dIrd

   not disclose the soiufe. of fu rids fñr acqtiiring Shares Of ’f!ItGPl theI W

   true Petifinner ftrst came to know that sttch source was TRGP from as email dated'04.OS.2022received lv from TRGIL's General Cottnset Mr. Pe I Cps •flo, and from that dRte the petifion Is within 3 years.

3. Firstly, ihe date of 08.03-M in p'ara 11 of he' petition' is rñentioned as the date G,teentiee purchased slices of TRGP, ;uot rise date the Petitirrim acquired kno ledge 'thereof. Secondly, the ciisclosuies datrcl. 2D:12.2021 and10.03,2022 respectively by TRGP and Greentiee, mere rñade to the PSI and the'cix:orddoes not tetlect

- how those discIos- were dissemirtaed'fo slaareh'oldeis of TRGP. Article 181 of the Limitation Act, 1908 'is B re'siduary pryoviaion dealkp with “Applications ''for W hich, no perioct of limitation is provided elsewhere in tkis schedule or by section. 48 of Hie Codu oP Civi{ Procedure, 1808”. The p*r1od of thré z years thmetrrfler begins from the date ”when tire right It›.apply accrues ’. In ;B mid T Ag v. Mittisftj/ q/ Or nce (2023 SCC OnLiné K 657), while: dealing wit thepori noeñmArhde l57of the Tndan LlmltaHon At!, l9fi1 the Supreme hurt nt lrutia observ.ed thet:

“Tim.s betrtg a ‹mi‹4 crir'y Article .to In ad opts to diHerent classes o1 applications, the mpression 'the right to apply’ is ari expnssiota O a 8io80 colrtD7orl law .prirJfiple and should bR yr4e£ Hrl

»ccordlng to the circumstances '. I mli case.”

Apparently, lmrned éounsél for boil sides ci nstrué the ’right to apply from die date of knowledt;e of ielévant facts. II that were to 6e accept, tie daié of knowled y• itself is a' question of fact and 'then ftse F’etition'eñs contention that lie came inio knowled'ge of the

.relevant facts 'on 0L0S.2022 hue fee. Be .that fi it msy, in my opinion, it is difficttlt to reconcile Article 481 qf thu Li£Oi@ ljon Act with section 286 Of the Companies. .Act.

i9. swaon 2W of the Comparues.. Art is of cour7'e fiddd as

'Applicetion to 'CourI’ nifil it go.es on to descriln the m roe as flats

applicaeon to the Court Jon for an order tnider. this mtioñ•.g i B.V I .W, .applina£iort/peafioJa under SHñOn 286 : of be Companies Aci is set ielank fold the purposes of IitfiiR tion. II

pro ides recniirse or ly when affairs of the company “are being

the affairs complained of must rither be confirming wla'en tbt

petiâon mad'e; or it is' imminent that affRRs will be so conductect.

time of the petition to urge that affairs are likely to be conducted as

apprehende‹t. When.section 286 of the Companies Act iteeR'does not

or any of tJne members or' th creditor*:. or any of the creditors or: are being

cueiducted in a rriâriner Ger is. unteirly prejudicial to che public iménsi, snli

(2}' If. on at;y wW pehtlim The Co»i't is of' opirion—

(a) rhas rhe company's aTfalra canducteQ or are list to b‹

¿inducted, as af:otesaid: and

case of. rwdiase fhz oompany. fur, be. niducGon acomdñgly of lñe

comgn/s nwmo:»n’dum or:shirt ten, noTwit!uñnding anyññig ii air

of the Coun io make and i-urtLer al'ioadx in or mrllticn to thu mernm'andum or.

j sl •r or end In. a cnmpqny•s andum oi er0rlss sh'al£, within fourteen days at-ten the' Staking 'therecd,.be filiyered by The company' to the yegisfrer for zegistratén: and iI the company makrr default m coot|uTyâig with thlé sub-scckio:i» the c nity end.e.vm y offo› tfie company 'ho. ie in detent.Niall he l Able to a pmialty of level I tin the Standard ic'ale.

(.) The provisions of rhis sabon .shall riot udce.I-be rigfit o£. nny yetsot la