RAZA ALI KHAN, J.---The captioned writ petition has been addressed under section 44 of the Azad Jammu and Kashmir Interim Constitution, 1974, whereby , following relief is prayed for:- "It is prayed on behalf of the petitioner that this Hon'ble Court may very graciously be pleased to issue a high prerogative writ petition in favour of the petitioner against the respondents in the following manners:
(a) For declaring the impugned additional condition No. 21(1) with regard to the performance security not to insert the perforce security issued by insurance company as per standard from the bidding documents by PEC and may kindly be declared as illegal and unlawful and respondents may kindly be directed to allow the petitioner to furnish the performance security in shape of CDR, bank guarantee and the perform ance security of an insurance company .
(b) For that the enhancement of performance security in corrigendum 5% to 10% that is substantial change in bidding document without giving any reason may also be declared illegal and unlawful in present situation.
(c) For that the respondents may kindly be directed to implement the notifications Annexure PB/2 according to revise the rate market value on present epidemic situation and escalation or price adjustment may also be given to the contractor/petitioner herein."
2. Precise facts, necessary for disposal of the case are that official respondents invited bids from well-reputed Firms registered with GST and Income Tax Department, Government of Pakistan for establishment of different projects, vide tender notices dated 15.02 .2020 and 16.02.2020. The petitioner , claimed that being registered with GST and Income Tax Department of Pakistan, has a good repute in the constructio n work, has assailed the validity , legality , proprietary and correctness of the impugned additional condition No.21(1), which has been inserted in instruction to bidders and bidding data, the same reads as under: "Successful bidder shall furnish to employer performance security of 10% of amount of contract mentioned in letter of acceptance in the form of CRD or Bank guarantee in favour of Executive Engineer PWD Highways Division from scheduled bank of Pakistan or Bank of Azad Jammu and Kashmir ."
3. It has been claimed that by imposing the impugned additional condition the respondents have withdrawn the performance security in shape of secu rity bond issued by AA rating insurance company so the act of the respondents is against law, rules and procedure just to technically knock out the Petitioner . It has been claimed that the above said impugned additional condition No.21(1) along with not complying notification dated 10.05.2005, 12.01.2008 and not mentioning acceleration rate or price adjustment below than 60 million project are illegal, unlawful against the PPRA Rules as well the conditions of contract, hence, the same is liable to be modified and the performance security in shape of security bond is liable to be inserted along with above stated conditions in accordance with the law and rules on the project for that purpose and appropriate writ in favour of the petitioner .
4. The writ petition has been resisted by the respondents, through para-wise comments, they have refuted the claim of the petitioner .
5. The learned counsel for the parties have advanced, preliminary arguments and have tried their best to assert their respective versions, however , in view of the prevailing circumstances and proposed conclusion, the facts and merits of the case need not to be discussed in detail, hence, avoided deliberately .
6. The main preliminary objection regard ing the maintainability of the writ petition is that the same has not been filed competently as the petitioner-company has not been authorized by the Board of Directors/governors or the governing body , as the case may be, for the purpose of filing the instant writ petition.
7. The law is well settled on the point that no deliberation can be made on a case, until and unless, the same is filed competently . The proposition came under the consideration of the Hon'ble Supreme Court of Azad Jammu and Kashmir in case titled Messrs China Machinery Engineering Corporation (CMEC) v. Azad Government and others , Civil Appeal No. 1 10/2015, decided on 04.06.2016, wherein, it has been observed as under:- "9. Thus, keeping in view the circumstances of the case and the law on the subject, we are justified to hold that the writ petition before the High Court was incompetently filed on the basis of invalid document, therefore, the same was liable to be dismissed on this sole ground."
8. It is to be observed that earlier in Khan Iftikhar's case , reported as [PLD 1971 Supreme Court 550], a larger Bench of the Hon'ble Supreme Court of Pakistan, while resolving the like controversy , pleased to observe as under:- "In the case of H.M. Ebrahim Sait v. South India Industrials Ltd. (1) it was held that in law a meeting of directors is not duly convened unless due notice has been given to all the directors. On the facts of the present case, I am satisfied that due notice of the meeting was not given to the deceased appellant and, therefore, the 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. Khurshid Mahmood 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."
9. The same view reiterated by Sindh High Court in case titled "Messrs Razo (Pvt.) Ltd. v. District Karachi City Region Employees Old Age Benefits Institute and others [2005 CLD 1208 ], wherein, it was held that a person not duly authorized/empowered by means of the resolution of Board of Directors of Company , passed in properly convened meeting of the Board, would not be competent to file/institute any legal proceedings in the Court on behalf of the Company . Relevant portion of the judgment is reproduced as below: "From the dissection on this issue there is hardy any doubt with regard to the maintainability of this constitutional petition. The constitutional petition was filed by a person who has 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 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 titled constitutional petition without authority or power could not be ratified or clothed with legality by a subsequent Resolution by Board of Directors on him to file/institute conduct, defend, compound or abandon the legal proceeding as the Supreme Court in the cases (1) Messrs Muhammad Siddique Muhammad Umer and another (supra) (2) Khan Iftekhar Hussain Khan of Mamdot (supra) had pronounced that any proceeding or pleadings filed/instituted by Director , Secretary or Principal Officer on behalf of a private limited Company not having been duly authorized by Resolution by Board of Directors."
10. The Peshawar High Court while dilating upon the subject controversy expressed its view in case titled "Hasnain Cotex Ltd. and 2 others v . Jasim Khan" [2012 YLR 2743 ] in the following manner: "We have noticed that the said Directors have not been authorized the Board of Directors of the Company by means of a resolution passed in a proper meeting of the Board of Directors. Law requires that the persons filing/instituting legal proceedings on behalf of a Company incorporated under the Companies Ordinance, 1984 should be duly empowered/authorized through a resolution by the Board of Directors in a meeting of the Board of Directors dully convened in accordance with the Articles of Association of the Company . It is a settled principle of law that when the law requires a thing to be done in a particular manner , then it ought to be done in that manner only and no other manner of doing such an act should be restored to. Reliance in this respect is placed on the case of Hakim Ali v. Muhammad Salim and others reported in 1992 SCMR 46 ."
11. In the above case, even, the person was authorized for filing of the suit and the Court determined and decided the validity of the authorization, whereas, in the instant case, there is no authority letter , minutes of the meeting of the Directors, etc. on the record.
12. In essence, the law requires that a person filing legal proceedings on behalf of a Company must be authorized by the Boars of Directors in a duly convened meeting according to the article of association of Company failing which the proceedings before any Court would be nullity . It is also well settled now that when law requires a thing to be done in a particular manner , then it ought to be done in that manner only and no other manner of doing such an act should resorted.
13. The learned counsel for the petitioner-company was confronted with the proposition, who, unfortunately , could not satisfy the Court in this regard.
14. In view of the above legal position, the instant writ petition, having been filed incompetently , (without legal and valid authorization), stands dismissed without and further proceedings and deliberation.