1. ' DR. RANA MUHAMMAD SHAMIM, J.--- Appellant has preferred this appeal agiiinst order, dated 20- 4-2006 whereby Appeal No,11 of 2003 filed by the appellant under section 59 of the Provincial Employees Security Ordinance, 1965 was dismissed by learned Social Security Court No,1, Karachi.
2. ' Brief facts of the case are that the appellant is a company registered under Companies Ordinance, 1985 and is paying social security contribution in accordance with the provisions of the Social Security Ordinance, 1965. Vide letter, dated 12-4-1993 respondent No,! Asked the appellant to produce the record for inspection to which the appellants presented the relevant records but the respondent No,2 again asked for the same vide its letter, dated 15-5-1993 which was replied accordingly. Thereafter, on 12-10-1993 Inspection Officer of respondent No,1 visited the factory of the appellants and inspected the entire record but in his letter dated 13-10-1993 he' alleged that no record as to the payment to the Contractor was produced. The appellants and respondent No,1 exchanged correspondence on the subject and finally aggrieved by the directions to produce record for inspection from July, 1987 to June, 1993 on 8-2-1994, the appellants preferred a complaint under section 57 of the Ordinance, 1965 before respondent No,2 on 9-2-1994 which was disposed of by order, dated 17-5-2003 and the appellants were held liable to pay Rs,7,884,972.72.
3. The appeal preferred before respondent No,3 also met with the same fate, hence this appeal is filed.
4. ' On presentation of appeal, the notices were ordered to be issued, in consequence whereof respondents Nos.1 and 2 put an appearance. On 25-1-2008 learned counsel appearing on behalf of respondents raised objection as to maintainability of the appeal on the ground that the same has not been filed by an authorized person.
5. ' Before touching the merits of the appeal, I have to decide about the maintainability of the appeal as to whether the same has competently been filed by the appellant through its Senior Manager (Administration) namely M. Farhan Sharif on the basis of Resolution signed by Sarosh Yousufi, Managing Director in absence of Board Resolution. Learned counsel for the appellant in this respect has relied on the Resolution which according to him is sufficient to meet the requirement of law. On the other hand learned counsel for the respondent has contravened the same by saying that such Resolution is not in accordance with law. While saying so he relies on case of Khan Iftikhar Hussain Khan of Mamdot v. Ghulam Nabi Corporation Ltd. PLD 1971 SC 550, a case of Abdul Rehman and 2 others v. Messrs United Bank Ltd. Of Pakistan PLD 1997 Kar. 62 and a case of National Insurance Corporation and others v. Pakistan National Corporation and others 2006 CLD 85.
6. ' I have heard learned counsel for both the parties and with their assistance have gone through the material available on record so also the case-law cited by them.
7. ' In the instant case admitted fact emerging from the record is that Javedan Cement Ltd. Is a company registered under the Companies Ordinance and the present appeal on their behalf has been signed and verified by M. Farhan Sharif, however, nowhere it is mentioned that how and in what manner he became legally authorized person to initiate the present proceedings. Only a copy of Resolution has been placed on record, which is reproduced hereunder:-- Resolution Filing of appeal against the decision dated 20-4-2006 passed by Sindh Social Security Court No,1, Karachi, In case No,11 of 2003 under section 59 of the Social Security Ordinance, 1965. On going through the reasons given in the judgment, dated 20-4-2006 passed by the Sindh Social Security Court No,1, Karachi in the matter Appeal No,11 of 2003 under section 59 of the Social Security Ordinance, 1965 filed by the Company against the Commissioner, S.E.S.S.I., the observations given therein are contrary to the settled principle of law, therefore, after due deliberation it has manifestly resolved to challenge the same by filing appeal under section 64 of Social Security Ordinance, 1965 in the Honourable High Court of Sindh.
8. ' Mr. M. Farhan Sharif, Manager (Admn.), Javedan Cement Ltd. Karachi, is hereby authorized and vested with the powers to file, present, sign the appeal and other concerned documents including appointment of advocates and to defend the cause/interest of the company and also to perform such other functions as may be deemed necessary in the constitute Mr. Muhammad Humayun, Advocate to plead, act and file necessary applications in the matter before the Sindh High Court/Supreme Court of Pakistan.
9. (Sd.) (Sarosh Yousufi) Managing Director, Dated 10-5-2006.
10. ' From the perusal of the above Resolution, it seems that the Managing Director of the company has himself given authority to Mr. M. Farhan Sharif, Manager (Admn.) of the company, to initiate the present proceedings and nowhere it has been disclosed/mentioned that how the Managing Director of the company could exercise power of delegation of authority on behalf of the company to Mr. M. Farhan Sharif unless he was so empowered by the Articles of Association of the company or there was some Board Resolution in his favour for this purpose with further power of delegation of powers on behalf of the company. Mere titling a piece of paper as Resolution, does not fulfil the requirement of law. A Resolution should contain that a meeting of the Directors was duly convened on a specific date wherein the Board of Directors unanimously resolved to confer authority/power on a Director or an Officer or Secretary of a private limited company in pursuance of resolution of the Board of Directors. No such particulars find mention in the Resolution filed in the instant petition.
11. ' The question whether filing of the appeal by a person without specific resolution passed in his favour by the Board of Directors of the Company is maintainable came in light in case of Khan Iftikhar Hussain Khan of Mamdot v. Ghulam Nabi Corporation Ltd. PLD 1971 SC 550 the resolution passed on record was not validly passed and held that the suit was not competently instituted and was dismissed. In a case of Abdul Rahim and 2 others v. Messrs United Bank of Pakistan (supra) it was held that if a suit is not filed and verified by a proper person, the same is not curable. In a case of National Insurance Corporation and others v. Pakistan National Shipping Corporation and others (supra) the company incorporated under the Companies Ordinance, 1984, the suit has to be filed by a person in accordance with the Articles of Association of the Company or through a Resolution passed by the Board of Directors, but this was not done in the present case, this Court held plaint was thus, nullity and non-existence in the eye of law. Suit was dismissed being not maintainable.
12. ' In view of the above discussion it is established that when a company is instituting legal proceedings in the Court of law, it had to be instituted competently and authorized. In my humble view the above appeal has been incompetently filed, which is not maintainable and accordingly dismissed along with listed application.