' WAQAR AHMAD SETH, J.---This revision petition under section 115 C.P.C. Is directed against the judgment and decree dated 11-7-2007, whereby Additional District Judge-II, Haripur, accepted the appeal and decreed the suit of respondent by setting aside the judgment and decree of trial court.
2. The respondent instituted a suit for declaration and permanent injunction against the petitioners.
The petitioners appeared and contested the suit by filing written statement and learned Civil Judge after recording evidence and hearing the parties dismissed the suit on 22-7-2006. Feeling aggrieved, the respondent preferred appeal whereas the petitioners moved an application for return of appeal and learned appellate Court alter hearing the parties accepted the appeal of respondent vide judgment and decree dated 11-7-2007. Hence, this revision petition.
3. Arguments heard and record perused.
4. The ground 'C" of the main petition reads:- "The suit was filed by the unauthorized person, no resolution was passed and annexed with the plaint for filing the suit, hence, the suit was liable to be dismissed only on this ground alone".
5. In the written statement filed by petitioners / defendants Nos.1 and 2 raised as preliminary objection No,3 that the suit is not competent in its present form. Learned trial court framed as many as seven issues but failed to frame an issue regarding competency of the suit and the appellate court while decreeing the suit failed to consider and decide the issue.
6. In para-1 of the plaint / suit filed by respondent / plaintiff, it is contended that plaintiff's Company is incorporated under the Companies Ordinance, 1984. The Manager (HR&P) is competent to file the instant suit. There is no mention of any resolution in this respect. Learned counsel for respondent objected to the legal requirement of annexing the resolution with the plaint with the plea that although it was not mentioned in the plaint but was filed before the trial Court, hence, original record/case file was requisitioned, which has been perused with the assistance of learned counsel but could not find the 'resolution' as required under the law.
7. For the purpose, the basic judgment on the point is "Khan lftikhar Hussain Khan v. Messrs Ghulam Nabi Corporated Ltd, Lahore" reported as PLD 1971 Supreme Court 550, wherein it has been held as under:-- "Company---Suit on behalf of Company by a person (Director Incharge of Company)---Not competent unless he is so authorized by a resolution passed by Company's Board of Directors--- Meeting of Directors not duly convened unless due notice of it given to all Directors".
8. In the case of Messrs Pakistan Oil Mills (Pvt.) Ltd v. Messrs Peter Shipping Co. Ltd., and others reported as 2005 M LD 1745, it was held as under:-- "0.XXIX, R.1 & 0. VII, R.2---Constitution of Pakistan, 1973, Art 199---Constitutional petition---Suit for recovery of amount by Company---Pleadings, in suits by or against a corporation, could be signed and verified on behalf of Corporation by Secretary or by any Director or other Principal Officer of Corporation who was capable to depose the facts of the case---Rule 1 of Order XXIX, C.
P. C. Required filing of suit by Corporation through authorized person and plaint or appeal on behalf of Corporation could only be signed / verified by a person duly constituted in accordance with Articles of Association of Corporation---For determination whether a suit had been instituted by a person empowered to do so, reference would have to be made to Articles of Association of Corporation--Petitioner/plaintiff in the present case, was a private limited Company incorporated under Companies Ordinance, 1984---Nothing was on record to indicate that petitioner made any attempt to satisfy the trial Court that plaint had been signed and verified by a person who was duly authorized to do so in accordance with Articles of Association of Company---Plaint in present case was signed by one who claimed to be General Attorney of petitioner Company---He did not file even copy of power of attorney along with plaint so as to enable trial Court to ascertain as to whether power of attorney was executed in his favour in pursuance of a resolution passed in accordance with Articles of Association of Company---Power of Attorney in favour of alleged Attorney was executed in his favour by a Director of petitioner Company---A Director of a Corporation had no authority to execute a power of attorney in favour of another Director unless authorized by Board of Directors---Petitioner could not produce any material on record to establish that plaint was signed and verified by a person in accordance with provisions of Order XXIX, C.P.C. And Articles of Association of Company---Suit was rightly dismissed by trial Court in circumstances".
9. The gist of precedent cited above coupled with the other law on the subject, it is the requirement of law that a Manager or Director of a Company incorporated under the Companies Ordinance, 1984 should be authorized by the Company by means of a resolution passed in a proper meeting of the Board of Directors, thus, the Manager of respondent's company, who filed the suit before the trial court was having no legal resolution in this regard, hence, the suit/plaint was not maintainable and incompetent.
10. When the law required a thing to be done in a particular manner, then it ought to be done in that manner only and no other manner of such an act should be resorted, reliance is placed on 1992 SCM R 46.
11. In view of the above, it is held that suit filed by the respondent company and decreed by appellate court was not competent, hence, while allowing the civil revision petition and setting aside the judgment and decree dated 11-7-2007 of the appellate court the suit of respondent/ company is held not maintainable and competent, as such, dismissed. No order as to costs.