' SHAHID ANWAR BAJWA, J.---By this common order I propose to dispose of C.P. No,S-129 of 2006 and C.P. No,S-130 of 2006, as common question of fact and law are involved in these petitions. The parties are the same and the only difference is that one is for one premises and other is for another premises in the same building. Landlord, respondent No,2, is a company incorporated under the Companies. Ordinance, 1984. The company filed ejectment application on 17-8-1998 alleging default from June, 1997 till filing of ejectment application. Ejectment application was signed by one Abid Hussain claiming himself to be Chief Executive of the company. In the body of the ejectment application it is nowhere stated as to how the said Abid Hussain was authorized to file ejectment application.
2. Applications for dismissal of rent cases were filed by the opponent primarily on the ground that since the landlord is a company and since ejectment application, was filed without resolution of Board of Directors the ejectment applications were not maintainable. These applications were filed sometime in the year, 2002. When the applications were filed, it is contended by the petitioner, the landlord woke up and on 7-3-2002 filed an application in the Court below for grant of permission to file a copy of resolution of the applicant company. With this application a copy of resolution was filed, which stated that it had been passed on 3-7-1997. The applications filed by tenant were dismissed by the Rent Controller vide order, dated 19-1-2006. These constitutional petitions have been filed against that order.
3. Learned counsel for petitioner made the following submissions:--
(1) That landlord being a company cannot institute any proceeding without proper resolution and authorization by the Board of Directors,
(2) That subsequent authorization and resolution sought to be filed is an afterthought. It is only signed by one Director. Learned counsel contrasted this resolution with .Subsequent resolution which was passed in favour of Dr. Naheed Abid. That second resolution was signed by all the directors, This indicates, the learned counsel submitted, that initial resolution was a manipulated and forged document having no legal consequence whatsoever. In any case even the first resolution only authorized the said Mr. Abid Hussain Siddiqui to deal with entire matter relating to Civil Court jurisdiction. It did not cover rent matters,
(3) That subsequent resolution cannot rectify original defect in the rent proceedings. Learned counsel relied upon Khan Ifitkhar Hussain Khan Mamdot (represented by six heirs) v. Messrs Ghulam Nabi Corporation Ltd., Lahore, PLD 1971 Supreme Court 550, Messrs Razo (Pvt.) Limited v. The Director, Karachi City Region Employees Old Age Benefit Institution, and others, 2005 CLD 1208, Abubakar Saley Mayet v. Abbot Laboratories and another, 1987 CLC 367, Messrs A.M. Industrial Corporation Limited. V. Aijaz Mehmood and others, 2006 SCMR 437 and Muhammad Janan v.
General Manager, Pakistan Mineral Development Corporation (Pvt.) Ltd., Islamabad and another PLD 2003 Karachi 156.
4. Dr. Naheed Abid, authorized officer of the company, who argued the petition in person made the following submissions.
(1) That application for filing of resolution was filed before application for dismissal of ejectment application was filed by the present petitioner.
(2) That a tentative rent order under section 16(1) of the Sindh Rented Premises Ordinance, 1979 was passed on 3-9-2001 and the present petitioner was directed to pay arrears and thereafter to pay monthly rent. Present petitioner did not deposit said amount and merely stated in the 'Court below that he had challenged the rent account.
(3)That this is one example of classic delaying tactics adopted by the petitioner and in spite of lapse of eleven year evidence has not yet been recorded in the case. She relied upon a judgment of the Supreme Court in Civil Petitions No,24-K to 26-K of 2009 (Messrs Sohail Printers and others v.
Messrs Sheikh Abid and Co. (Pvt.) Ltd. And others, announced by Honourable Supreme. Court on February 12, 1999.
5. I have considered the arguments of the learned counsel and material placed on record as well as the case-law.
6. I propose to first deal with question whether ejectment applications were filed competently or not? As stated above the application was filed under the signatures of one Abid, Hussain working as Chief Executive Officer. In the body of the application there is no statement, whatsoever, as to how and on what basis was Abid Hussain authorized to sign the applications and set the ball of litigation rolling. Since a lot of emphasis has been placed on provisions of Order XXIX, Rule 1, C.P.C, the said rule is in the following words:-- "(1) Subscription and verification of pleading.---In suits by or against a corporation, any pleading may be signed and verified on behalf of the corporation by the secretary or by any director or other principal officer of the corporation who is able to depose to the' facts of the case."
7. In Dr. S.M. Rab's case respondent was a Public Limited Company who had filed suit, which suit was decreed by a single Judge of this Court. Against such decree High Court Appeal was filed.
Question was raised whether suit filed by a company was maintainable or not. Plaint was signed by one Ahmed Javed Assistant Manager Legal and unlike the plaint in the present matter, it had been stated in the plaint as to how and in what manner said Assistant Manager was legally authorized on behalf of company without proper seal of Board of Directors to institute the suit.
However, with the plaint a letter of authority was enclosed which was issued by the Managing Director. The High Court held as under:-- "(23).
' 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. Ahmad 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. The legal point as to the consequences of non-conferring of proper authority on behalf of the Company through Board Resolution in favour of a person who had instituted the suit on behalf of company vis-a-vis maintainability of the suit in such situation, when came up for consideration in the case of Khan Iftikhar Hussain Khan (supra), the apex Court observed as under:-- "On the facts of the present case I am satisfied that due notice of meeting was not given to the deceased appellant and therefore Resolution passed in the meeting of 28th September, 1951 cannot be said to be a valid one. In my opinion, no valid authority was conferred on Mr. Khursheed Mehmood and, therefore, he was not competent to institute the suit. I would, therefore, hold that the learned trial Judge was perfectly justified in dismissing the suit on this ground."
(24) In view of the above discussed undisputed fact and the legal position about the mode of conferring authority on behalf of a public limited company we hold that Suit No,1001/1997 instituted on behalf of NRL by its Assistant Manager Legal was not competently instituted and it was thus not maintainable in law."
8. In Australasia Bank's case, which in accidently was decided by four Members Bench of the Honourable Supreme Court and, in their turn of course, all the four Members rose to become Chief Justices of Pakistan. Honourable Supreme Court held that if power of attorney is given with seal of the company and signed by two directors and the plaint is signed by such attorney and the case is instituted, it would be held to be competently filed. In Khan Iftikhar Hussain Khan of Mamdot (represented by six heirs) v. Messrs Ghulam Nabi Corporation Ltd., Lahore, PLD 1971 Supreme Court 550, it was held that in law a meeting of directors is not duly convened unless due notice had been given to all the directors and given facts of the case, since due notice was held not to have been so given, no authority was held to have been conferred upon the officer who instituted the suit. The Honourable Supreme Court upheld dismissal of the suit on this ground.
9. Messer's Razo (Pvt.) Limited v. The Director, Karachi City Region Employees Old Age Benefit Institution, and others 2005 CLD 1208 is case decided by a Division Bench of this Court. In this case, a constitutional petition was instituted without resolution of Board of DirectoRs, However after institution of constitutional petition such resolution was passed. Division Bench of the High Court laid down the law in the following words:- "From the discussion on this issue there is hardly any doubt with regard to the maintainability of this constitutional petition. The constitutional petition was filed by a person who was not authorized/empowered to file the same on behalf of the petitioner Company Messrs Razo (Pvt.) Ltd.
As he was not duly authorized/empowered by means of a Resolution of the Board of Directors passed in a proper meeting of the Board of Directors, There is also no dispute with regard to the fact that the illegal/ unauthorized act of Saeed Ahmed Memon in filing/instituting the above constitutional petition without authority or power could not be ratified or clothed with legality by a subsequent Resolution by the Board of Directors conferring on him to file/institute, conduct, defend, compound or abandon the legal proceedings as the Surpeme Court in the case of (1) Messrs Muhammad Siddique Muhammad Umar and another (supra) and (2) Khan Iftikhar Hussain Khan of Mamdot (supra) had pronounced that any proceedings or pleadings filed/ instituted by a director, secretary or Principal officer on behalf of a private limited company not having been duly authorized by Resolution by the Board of Directors to do so was liable to be dismissed on this ground alone."
10. In Abubakar Saley Mayet v. Abbot Laboratories and another, 1987 CLC 367, relying upon Khan Iftikhar Hussain Khan of Mandot's case, it was held that suit filed by an officer of company who had no authority to do so would be nullity in the eyes of law and plaint was nonexistent for all intents and purposes. It was further held that Order XXIX C.P.C. Comes into operation only after proceedings have been validly instituted and cannot be utilized for unauthorized persons to prosecute suits on behalf of the corporation. In National Insurance Corporation and others v.
Pakistan National Shipping Corporation and others, 2006 CLC 85, it was held that Order XXIX, C.P.C.
Only permits the person mentioned in it to sign' and verify pleadings and does not deal with framing of the suit nor authorizes an institution of the suit.
11. In A.M. Industrial Corporation's case, which is a case relating to one application of the Snidh Rented Premises Ordinance, 1979. Appellate Court dismissed the ejectment application on the sole ground that person who signed the ejectment application was not authorized by the plaintiff- company through resolution of Board of Directors nor power of attorney was executed in his favour for institution of ejectment proceedings. However, in this case appellate Court also found that the name of company had been struck off by Registrar of. Joint Stock Companies.
12. On the other hand learned counsel for respondent relied upon a judgment of the Supreme Court announced on 12-2-2009. Incidently in this judgment though the present petitioner was not a party, but the respondent was the present respondent. Dr. Nanded Abid, Chief Executive for the respondent appeared for respondent in that case in the Honourable Supreme Court as she is appearing for respondents in these petitions. Contentions which have been raised in this matter by Chaudhry Mohammad Iqbal were raised by Mr. Syed Hyder Ali Pirzada in that matter before the Supreme Court and the Honourable Supreme Court observed that assuming that contentions are legally correct, the Court requested learned counsel to show whether provisions of Order XXIX Rule 1, C.P.C. Were strictly applicable to proceeding before the Rent Controller and whether no proceeding under the Rented Premises Ordinance can be instituted without a resolution of Board of Directors authorizing an individual to do so. The Supreme Court referred to Habib Bank Limited's case (2000 SCMR 472) and Muhammad Siddique Muhammad Urner's case (PLD 1966 SC 684) and the Supreme Court laid down the law in the following words:- "(6) The facts of the above pronouncement as may. Be seen are altogether different from those of the one before us and the findings of the Court are clearly distinguishable. Evidently their lordships proceeded on the consideration that the persons filing the proceedings only being branch managers it could not be inferred that the authority to carry on routine day to day business on behalf of the bank included the power to seek ejectment of tenants. In the instant case however, admittedly the respondent application before the Rent Controller was signed by the 'Chief Executive' of the Company himself who, according to the definition of this expression in section 2(6) of the Companies Ordinance "is entrusted with the responsibility of managing the whole or substantially the whole affairs of the company subject to the control and directions of the Board of Directors," Moreover, their lordships did not hold that a board resolution was a sine qua-non for filing proceedings before a Rent Controller but merely observed that the requisite authority should be available with the person initiating proceedings."
13. In the present case the ejectment application has been filed under the signature of the Chief Executive of the Company. Provisions of Order XXIX, Rule 1, C.P.C. Are not strictly applicable to proceedings before the Rent Controller. Therefore if a Principal Officer, Secretary, Director or Attorney of a Company files ejectment application it cannot be said to be incompetently filed.
These constitutional petitions are, therefore, dismissed. Learned Rent Controller is directed to decide the matters before it with due dispatch and in accordance with law within a period of six months.