' NADEEM AZHAR SIDDIQI, J.--- The appellant is aggrieved by the order dated 31-7-2006 passed by the Social Security Court No,1 in Appeal No,2 of 2003, filed by the appellant against the order dated 4-1-2003 passed by respondent No,1 herein, dismissing the appeal and maintaining the order of the respondent No, 1.
2. The facts of the case are that the appellant, American Life Insurance Company (Pakistan)
Limited, is a notified establishment under the Provincial Employees Social Security Ordinance, 1965 and had been regularly paying the contribution to the Sindh Employees Social Security Institution in respect of all its eligible employees. In the month of May, 2001 the record of the appellant was checked and it was found that the appellant has evaded payment of Rs,803,973 and, accordingly, vide notice dated 17-5-2001 a demand in respect of the said amount was raised which was resisted by the appellant on the ground that no relationship of employer and employee existed between the appellant and its carrier agents. The said demand notice was followed by another notice dated 29-6-2001 under the Land Revenue Rules for recovery of the above amount. The appellant filed a complaint under section 57 of the said Ordinance, which was dismissed by the respondent No,
1. The appellant filed Appeal No,2 of 2003 before the Sindh Social Security Court No,1, which was also dismissed, hence this Miscellaneous. Appeal.
3. Vide order dated 21-5-2008, the counsel for the respondents raised objection to the maintainability of the appeal as, according to him, the same was filed without passing of required resolution by the Board of Directors of the appellant.
4. In view of the above, I have heard the learned counsel for the parties on the point of maintainability of the appeal.
5. Mr. Jawwad Sarwana, learned counsel for the respondents, submitted that this appeal is not maintainable as it has been filed without passing the requisite resolution by the Board of Directors of the appellant and that no proper authority, authorizing the Manager Administration of the appellant, who has filed this appeal, has been produced. He relied on the following cases:--
(1) Abdul Rahim and others v. United Bank Ltd. PLD 1997 Kar. 62;
(2) Dr. S.M. Rab v. National Refinery Limited and another PLD 2005 Kar.478;
(3) Messrs Razo (Pvt.) Limited v. Director, Employees Old Age Benefit Institution 2005 CLD 1208, and
(4) Javedan Cement Limited v. Director, SESSI and others 2008 PLC 312.
6. On the other hand, Mr. Khurram Rasheed, Advocate for theappellant, filed a copy of the power of attorney executed by the appellant in favour of Mr. Arif Sultan Mufti, minutes of the meeting of the Board of Directors of the appellant held on 30 April, 2002 and an authority letter dated September 14, 2006 in favour of Mr. Irfan Amir son of (Late) Muhammad Amir. Manager Administration of the appellant, authorizing him to file the present appeal and submitted that the appeal was validly filed.
7. A perusal of the power of attorney executed by the appellant in favour of its Chief Executive Officer, Mr. Arif Sultan Mufti, reveals that it empowers the attorney to do on behalf of the appellant company "everything which in the course of such conduct and management may be necessary or expedient" and also specifically authorizes the "attorney to institute and prosecute, or to appear in and defend at law or in equity, all actions, suits or other legal, equitable, or administrative proceedings affecting the Company". A The power of attorney also gives ".... Full powers of delegation and revocation of such delegations with respect to the powers conferred in sub-Articles (2), (3), (4), (6), (8), (9) and (10). Sub-Article (2) of the power of attorney deals with institution and prosecution of legal proceedings. Therefore, the said attorney is fully empowered to delegate such authority to any person and is also empowered to revoke the authority so delegated.
8. The next document filed in this behalf by the learned counsel for the appellant is the Minutes of the Meeting of the Board of Directors of B the appellant held on 30 April, 2002. Item No,3 of the said Minutes deals with the renewal of the above power attorney. Thus, the said power of attorney was a valid piece of document authorizing the attorney to perform the acts, deeds and things mentioned therein, including institution, prosecution and defending legal proceedings. The attorney was further authorized to delegate his powers to any other person.
9. Now comes the crucial question on which the fate of this appeal hinges: whether the relevant power i.e, filing of legal proceedings, conferred by the appellant on the attorney under the above power of attorney, was validly and legally delegated to Mr. Irfan Amir son of (Late) Muhammad Amir, Manager Administration of the appellant, who has filed the present appeal on behalf of the appellant. The authority letter dated September 14, 2006, filed by the learned counsel for the appellant, depicts that Mr. Arif S. Mufti, Chairman and CEO as well as attorney of the appellant with full powers to delegate such powers, has authorized Mr. Irfan Amir to file the present appeal.
However, on scrutiny of the said authorization letter it is revealed that the same was not signed by Mr. Arif S. Mufti himself but has been signed by someone else on his behalf as before the name of Mr. Arif Mufti letter "F" appears which stands for "For" and is used when the letter is signed by a person other than the person who has actually written the same. Although in routine official communications this method is adopted and followed with impunity but in documents creating rights and liabilities only a person duly authorized under a valid document can do so. For the authority letter to be a valid and legal document it would have to be shown that (i) Mr. Arif Sultan delegated his such powers to the person who has signed the authorization letter dated September 14, 2006 and that (ii) the person who has the said authority letter was also, authorized to sub- delegate those powers to any other person. Both these essential ingredients are missing in the present case. Thus, it can be said that the authorization letter, in fact, was not signed by a person who was himself authorized by the appellant to act on its behalf and then was authorized to delegate such powers to another person.
10. In the case of Abdul Rahim (supra), after discussing a plethora of judgments cited before the learned Judge, it was held that, "however, in case there is any defect in institution of the suit i.e, it is instituted unauthorizedly and incompetently the said defect remains incurable even by a subsequent ratification". It was further held in the same case that, "it is articles of the company which have to be seen to assess as to whether a person filing the suit was properly authorized, while the requirement to produce a resolution of the Board of Directors could be dispensed with". It was further held that, "Where Articles of the Company confer power on a particular person or director to institute legal action and that person or director institutes the suit there can be no additional requirement of a resolution of the Board of Directors for the simple reason that such power is to be exercisable by a real person".
' In the case of Dr. S.M. Rab (supra), the suit on behalf of National Refinery Limited (NRL) was filed by one of its Assistant Managers and it was contended that since NRL is a registered company, therefore, without due authorization the Assistant Manager who had signed the plaint on behalf of NRL was not competent to do so. On this point, the learned Division Bench of this Court held that, "It has been nowhere mentioned in the plaint that how and in what manner Assistant Manager Legal Mr. Ahmed Javed was legally authorized on behalf of NRL, without a proper Board Resolution for this purpose". In the cited case an Authority letter dated 20-6-1997 was filed to show that the Managing Director of NRL has authorized the said Assistant Manager to file the suit. However, the learned Division Bench was not satisfied and observed that, "In this authority letter again it has been nowhere disclosed/mentioned that how the Managing Director of NRL could exercise power of delegation of authority on behalf of the company to Mr. Ahmed Javed, 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". In this view of the fact the suit filed by NRL was declared to be not filed by an authorized person and therefore not maintainable in law.
' In the case of Javedan Cement Limited (supra), the facts are somewhat similar as in that case also the dispute was between a company paying social security contribution to Social Security Institutions and an appeal was filed by the company which was assailed on the same ground of non-maintainability as the same was not filed by a competent person. In this case the managing director of the company authorized the Manager Administration of the company to file the appeal.
However, on close scrutiny the learned single Judge observed 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. The appeal was dismissed by holding that, "it is established that when a company is instituting legal proceedings in the Court of law, it had to be instituted competently and authorizedly. In my humble view the above appeal has been incompetently filed, which is not maintainable and accordingly dismissed..."
There is no doubt that a Board Resolution with a power of attorney exists in this case in favour of Mr. Arif Sultan Mufti, the CEO of the appellant, with further power to delegate the same to any other person. However, the authority letter filed in Court does not show that the same was executed by a person having the authority to institute legal proceedings and with further powers to delegate the same to another person. Though the facts of the two cases are different but the principle of law applicable is the same i.e, either the appeal should have been filed by the person authorized to do so by virtue of the power of attorney executed by the appellant in his favour (Mr. Arif Sultan Mufti) or, in the alternative, the appeal should have been filed by a person who was delegated such powers by a person having such powers and also the power to delegate the same to another person. Thus, only Mr. Arif Sultan Mufti was the person who either should have filed the appeal or should have himself authorized a person to file the same.
' Thus, from the above discussion it is clear that Mr. Arif Sultan Mufti, Chief Executive Officer of the appellant was empowered to institute and defend legal proceedings and was also empowered to delegate such powers to any other person. However, the authority letter filed in this case shows that it was not signed by the said Arif Sultan Mufti, rather on his behalf it was signed by someone else and it has not been shown that such person was so authorized or that he was so authorized to delegate such powers to any other person. It is well-settled that filing of a suit/appeal by an unauthorized person is not an act which can be ratified or clothed with legality by a subsequent Resolution/authorization conferring on him such powers. It is also well- E settled that when the law requires the doing of a thing in a particular manner then it can be done in that manner only or not at all. The law requires that the person filing/instituting legal proceedings on behalf of a F company should be duly empowered/authorized to do so. Therefore, if any legal proceedings on behalf of a company are filed by a person not duly empowered/authorized to do so, such legal proceedings would be G nullity in the eye of law.
' The upshot of the above discussion is that the appeal having u been filed by a person not competent to file the same, is not maintainable and is dismissed accordingly.