1. ZAFFAR HUSSAIN MIRZA, J.-The controversy in this appeal relates to the election for the office of President of the Federation of Pakistan Chambers of Commerce and Industry (hereinafter to be referred to as the Federation) for the year 1981-82, commencing from 1-i-1981 and ending on 30-6- 1982.
2. The Federation is a Company incorporated under the Companies Act, 1913, and has also been registered as a Trade Organisation under section 3 of the Trade Organisations Ordinance, 1961.
3. In accordance with the Articles of Association of the Federation, the management of the business of the Federation vests in the Managing Committee to be elected in the manner provided by the Articles of Associ--ation for each official year of the Federation. Before the separation of former Province of East Pakistan, it was provided under Article 15 (b) of the Articles of Association that there shall be two Zones, namely, the Eastern Zone com--prising the former Province of East Pakistan and the Western Zone comprising the areas which were formerly known as West Pakistan ; and the President was to be elected from amongst the members of the Managing Committee alternatively from the Eastern Zone in one year and from the Western Zone in the next year. The aforesaid Article remained unamended until December, 1979, and it is common ground that from 1971 to 1979, the Office of the President of the Federation was filled in without contest, in that only one candidate was nominated by general consensus for the purpose. It is also stated, before the amendment of the Article in question the official year of the Federation coincided with the calendar year. In December, 1979, however, during the incumbency of Sheikh Nusrat Ali (from Punjab), as President, from the year 1979, Article 15 (b) aforesaid, was amended with the approval of the Government of Pakistan, apparently in order to bring it in accord with the changed situation, so that the Federation for the purposes of the election of the President, was divided into two Zones as under :-
(1) Northern Zone comprising the Provinces of Punjab, North-West Frontier ; and
(2) Southern Zone comprising the Provinces of Sind and Baluchistan.
4. It was further provided that within the Northern Zone, Punjab was to have two yearly chances out of four, and N.-W. F. P. One chance, while within the Southern Zone, Sind was to have two chances out of three and Baluchistan one chance.
5. Under the aforesaid amended provisions of Article 15 (b), an election was held for the office of the President for the year 1980 by contest between two candidates of the Southern Zone, which was won by Mr. Mehr Alvi, a candidate from Sind.
6. In April, 1980, the official year of the Federation was also changed so as to coincide with the financial year, with the result that the incumbent President Mr. Mehr Alvi continued to hold office up to 30-6-1981. Simultaneously, Article 15(b) of the Articles of Association of the Federation, was further amended by which Azad Jammu & Kashmir, was also included in the Northern Zone. Since the entire controversy turns on the interpretation of the provisions of Article 15(b) as finally amended, it will be of advantage to set it out, for convenience of reference, as under :- "The Managing Committee shall elect, from amongst its members a President who shall be called the President of the Federation. The President shall be elected alternately from amongst the members of the Managing Committee from the Northern Zone in one year and from the Southern Zone in the next year provided that the Northern Zone will consist of Punjab and North Western Frontier Provinces and Azad Jammu & Kashmir and the Southern Zone would consist of Sind and Baluchistan Provinces. Provided further that within Northern Zone Punjab will have two-yearly chances out of four and N.-W. F. P. Will have one and Azad Jammu & Kashmir one chance and in the Southern Zone Sind w ill have two chances out of three and Baluchistan will have one chance."
7. To continue the narration of facts leading to the present appeal, after the election of the members of the Managing Committee of the Federation for the year 1981-82, notices were issued to the members-elect/nominated on the Managing Committee inviting nominations by 25-6-1981, for the election of the President of the Federation for the year 1981-82 to be held on 27-6-1981. Pursuant to the aforesaid respondent No. 3 (N.-W. F. P,) and petitioner --appellant No. 4 (Punjab) herein filed their nominations in terms of Article 15(b) of the Articles of Association.
8. But before the election of the President could take place, a directive was received on 24-6-1981 from the Director, Trade Organisations and Deputy Secretary, Ministry of Commerce, Government of Pakistan, Islamabad, which reads as under :- "The undersigned has Received a large number of representations from the members of the Sarhad Chamber of Commerce and Industry to the effect that the office of the President of the Federation of Pakistan Chambers of Commerce and Industry for the year beginning with 1July, 1981 to 30th June, 1982 should be earmarked for a person from N.-W. F. P. In accordance with the principle of rotation stated in Article 15 (b) of the Memorandum and Article of the Association of Federation. These representations of the members of the Sarhad Chamber of Commerce and Industry have been examined in consulta--tion with the Ministry of Law and it has been found that in accordance with the Article 1`_(b) of the Memorandum and Article of the Associa--tion of the Federation, it is the turn of the N.-W. F. P. To hold the office of the President for the year beginning with 1st July 1981 and ending on 30th June, 1982.
2. Therefore, in exercise of the powers conferred on me by section 9(1) of the Trade Organisations Ordinance, 1961 1 direct the Federation to earmark the office of the President of the Federation of Pakistan Chambers of Commerce and Industry for a person, who satisfies all other qualifications tost hold the Presidentship of Federation, for a person from N: W. F. P. For the period mentioned in the preceding Paragraph."
9. The Secretary-General of the Federation, thereupon rejected the nomi--nation paper of appellant No. 4 by recording the following note, dated 25-6-1981 :- "In view of the Federal Government's directive received vide Telex No. 6(11)/77-T. O. Vol. 11, dated 24- 6-1981 and clarification of even number dated 25-6-1981 also received by Telex in response to query by the F. P. C. C. & 1 Secretariat, the nomination of Mr. A. Aziz Zulfikar; stands rejected.
10. Consequently there is only one valid nomination of Mr. Muhammad Yousaf Zia, for the office of the President-F.P.C.C. & I for 1981-82. There is, therefore, no need for balloting."
11. In the aforesaid circumstances, since the only remaining candidate in the field was respondent No. 3, no ballot for the election was held and he was declared as the elected President for the year in question.
12. Appellants Nos. 1 to 3 and respondent No. 4 herein, being aggrieved by the election of respondent No. 3 as President of the Federation, filed Consti--tutional Petition No. 642 of 1981 in the High Court of Sind. Out of these, appellant No. 1 and respondent No. 4 are the elected members of the Manag- -ing Committee of the Federation for the year 1981-82, appellant No. 2 is the member of the General Body of the Federation, and appellant No. 3 is a member of the Federation in his capacity as a representative of a Registered Trade Body. It may be stated that appellant No. 4 was impleaded as respon--dent in the Constitutional Petition and the reason stated at the bar by the counsel is that he was lying ill and was hospitalised abroad at the time of the institution of the Constitutional Petition. It is also stated that during the course of the pendency of the petition before the High Court, a request was made for transposing appellant No. 4 from the array of respondents in the petition before the High Court as a co-petitioner, but his prayer was dismissed.
13. The respondents Nos. 1 to 3 herein contested the petition in the High Court and filed separate counter-affidavits. On behalf of the first respondent (Government of Pakistan), the Director, Trade Organizations, Government of Pakistan, in his affidavit inter alia, averred that in June, 1981 representations were received by the Government of Pakistan from the members of the Sarhad Chamber of Commerce, to the effect that no member from the Northern Zone was elected to the President of the Federation, since the year 1975, and therefore, they asked that the turn in this year should be assigned to N: W. F. P. It was said that seeing the justification of these representations, the Director, Trade Organizations, acted in all fairness and in exercise of his powers under section 9(1) of the Trade Organizations Ordinance, 1961, and directed that the President for the year be elected from N.-W. F. P. On this basis, the first respondent contended that the action of the Government impugned in the petition was fair, just and valid. The Federation of Pakistan, Chambers of Commerce and Industry the second respondent, through its General Secretary, also supported the directive in question and averred that the directive was circulated among all the members of the outgoing Managing Committee, which in an emergent meeting presided over by the outgoing President, on 27-6-1981 endorsed unanimously the action taken. Mr. Yousuf Zia, the third respondent substantially supported the plea taken by the aforesaid respondents. After hearing the counsel for the parties, the High Court by the impugned judgment, dated 27-8-1981, dismissed the Constitu--tional petition.
14. The appellants then came up before this Court and by order, dated 21-10-1981, leave to appeal was granted, inter alia, to consider the following questions :-
(a) The scope of the power of Director, Trade Organizations under section 9 of the Trade Organizations Ordinance, 1961 with particular reference to the questions arising in this case and whether he could direct with regard to the commencement of the cycle provided in Article 15(b) of the Articles of Association of the Federation?
(b) Whether the said Article 15(b) itself provides for the mechanism relating to the commencement of the cycle, through election and what is the effect of the approval of the directive in question, by the Managing Committee of the Federation functioning for 1980-81 ? And
(c) Whether in view of the facts and circumstances of the case, the refusal of the High Court to grant relief in this matter to the petitioners, in exercise of discretionary jurisdiction, should not be upheld ?
15. It will be observed from the judgment of the High Court that the case was considered on the basis that the Director, Trade Organizations was the author of the impugned directive, in exercise of his powers under section 9(1) of the Trade Organizations Ordinance, 1961 (hereinafter to be referred to as the Ordinance). However, at the hearing before us, the learned Deputy Attorney-General appearing for the Government of Pakistan made a categorical statement that the directive in question has been issued by the Government of Pakistan as revealed from the official records and had only been communicated through the agency of the Director, Trade Organizations. This statement, as conceded by all the counsel appearing in the case has considerably changed the complexion of the case, with the result that much of the argument on several questions of law raised before the High Court has become redundant.
16. 1n view of the aforesaid the questions that now require consideration are as under : -
(i) Whether in the circumstances of this case, the Government could take the impugned action under section 9 of the Ordinance directing the Federation to earmark the Presidentship of the Federation for N: W. F. P. For the year in question?
(u) Whether Article 15(b) of the Articles of Association of the Federation has laid down any mechanism for the operation of the cycle of turns provided therein, and if the answer is in the affirmative, what will be its affect qua the exercise of powers under section 9(1) of the Ordinance contrary to its provisions ?
(iii) What, if any, is the effect of the approval of the directive in question, by the Managing Committee of the Federation for the year 1980-81 ?
(iv) Was the High Court right in refusing relief in exercise of discretionary jurisdiction in the facts and circumstances of this case?
17. Now it will be convenient first to consider question (ii) formulated above. It may be stated at the outset that upon perusal of the text of Article 15(b), the High Court came to the conclusion that it "does not provide any mechanism/manner, in which the member provinces of a zone are to get their turn for the Presidentship". It was contended by Mr. Fakhruddin G. Ebrahim, the learned counsel 0,for the appellant, that there is no warrant for such a conclusion, for, on plain reading of the Article, it is evident that the mechanism for determining in what order the respective turns will be taken by each unit of area comprised in each Zone, adopted was by election.
18. Mr. Khalid Ishaq, learned counsel appearing for respondent No. 3, on the other hand, supported the conclusion of the High Court but contended that the word "alternately" occurring in the first part of the Article governs the right to Presidentship even among the various constituent units within the Zone. If the Article is so construed, according to the counsel, the result would be that the same unit cannot successively contest for the office in question for two consecutive years As Punjab had already enjoyed Office in the immediately preceding year from Northern Zone, it was not entitled to seek election during the relevant year in question, therefore, the directive substantially complied with the intent and purpose of the Article. For a proper analysis of the various parts of this sub- Article, it can be broken down in the following parts :-
(a) The Managing Committee shall elect, from amongst its members a President who shall by called the President of the Federation.
(b) The President shall be elected alternately from amongst the members of the Managing Committee from the Northern Zone in one year and from the Southern Zone in the next year.
(c) Provided that the Northern Zone will consist of Punjab and North --Western Frontier Provinces and Azad Jammu & Kashmir and the Southern Zone would consist of Sind and Baluchistan Provinces.
(d) Provided further that within Northern Zone Punjab will have two yearly chances out of four and N.-W. F. P. Will have one and Azad Jammu & Kashmir one chance and in the Southern Zone Sind will have two chances out of three and Baluchistan will have one chance.
19. It will be observed that the text of the sub-Article split up as above indicates that clauses (a) and
(b) provide for the manner in which the Office of the President shall be filled in, whereas clause (c) merely gives the position of the two Zones and clause (d) makes reservation of a certain number of chance for specified units within each Zone, consisting of a cycle running over a period of seven years.
20. Another important aspect to be noticed is that clauses (c) and (d) are expressly inserted as provisos to the main enacting part consisting of clauses (a) and (b). Thus analysed, the provisions of the sub-Article clearly show that the true intent of the author of this sub-Article was that the election shall be the basic principle for filling the Office of the President. In clause (a), a wider circle has been drawn as to the qualification for candidates to the election for the Office of President comprising members of the Managing Committee. Clause (b) restricts the circle to each Zone to take turn alternately and finally clause (c) fixes the number of turns for each constituent unit within the Zone. Thus, it seems clear that the true intent underlying.- the provisions of the sub-Article was that by election within the respective Zones according to their turn, the Office will be enjoyed subject to the reservations made. In actual practice, there would be no difficulty in the operation of the sub-Article in question. To illustrate if the cycle commences with the election of Punjab in the Northern Zone, in the next year when the turn of the said Zone accrues, it would be open to all the constituent units to offer their candidates in an election ; and if Punjab is once again elected, in the succeed--ing year Punjab would stand disqualified to further contest for two more year until the cycle restarts. In the third year the contest would be between N.-W. F. P. And Azad Jammu & Kashmir. In case, a candidate from N.-W. F. P. Is elected in the third year, then in the fourth and final year of the cycle, the remaining unit comprising Azad Jammu & Kashmir, would be the only unit entitled to the Presidentship.
21. Accordingly, we are of the opinion that on a true construction of the sub---Article in question, it is- evident that it provides a self-executing mechanism for the election of the President and the order in which each unit will take its turn, by means of election. This seems to be in consonance with the overall scheme of the Ordinance which contemplates the establishment and registration of Trade Organizations, formed with the object of promoting trade, commerce or industry, as self-governing bodies. It, therefore, follows that in holding that in terms of Article 15(6), it was the turn of N.-W. F. P., and in calling upon the Federation to earmark the Office for a person from N.-W. F. P., the Government issued a directive which was clearly repugnant to the provisions of the said Article.
22. Before going over to the next question, we may consider an argument by Mr. S. M. Gaffer, learned counsel appearing for the Federation. He argued that the Government had acted on the representations from N.-W. F. P. In the light of the relevant information going back to the past seven years during which Punjab had already enjoyed the Office of the President for five years and N.-W.
23. F. P. Only once, when lastly a person from that area was elected in 1975. The suggestion was that Punjab was disqualified to seek election . Again during the present cycle. There is no force in this contention. In the first place, there is nothing on record to indicate that this consideration was taken into account at the time of the impugned action ; and secondly, a~ already pointed out, the amended provisions of the Article in question providing for rotation within the Zones came into force in. December, 1979 There is thus no question of the cycle commencing prior to that period fog the purposes of the article in its present form.
24. This, therefore, brings us to the crucial question, whether the Government had the power to issue directive in question in exercise of its power under section 9(1) of the Ordinance, compelling the Federation to act contrary to the provisions of Article 15(bl. Section 9 provides as under :- "9.-(1) All acts and proceedings of a registered trade organization shah be subject to the control of the Central Government and, subject to such-control of the affairs of such trade organization shall be managed and conducted in such manner as the Director may, from time to time, direct.
(2) Notwithstanding anything contained in any law for the time being in force or in the articles or memorandum of a registered trade organiza--tion and without prejudice to the generality of the foregoing provision, the Director may-
(a) require any such trade organization or any competent person con--nected therewith to furnish him with any information, documents and returns relating to the affairs of such trade organization or to answer orally or otherwise any query with respect thereto ;
(b) inspect, with or without prior notice, any office of such trade organi--zation including any of its branch or regional, circle, zonal or liaison office, or any record or document found therein ;
(c) attend any meeting of the general body or the Executive Committee of such trade organization or of any committee or other body set up or appointed to transact any business, or to conduct any affair, of such trade organization ;
(d) watch and supervise, or cause to be watched and supervised, any election held by, or for the purpose of electing persons to the Executive Committee or other body including a regional, circle or zonal of any such trade organization ;
(e) within thirty days of the announcement of the results of any election. Held by any such trade organization, or any body exercising any function relating thereto for the purpose of electing any person to the Executive Committee or other body including regional, circle or zonal body of such trade organization or for any other purpose and with the approval of the appropriate Government, annul such election if he is satisfied,-
(i) upon his own knowledge and after such investigations as he may think fit to make ; or
(ii) upon a report made by a person authorised by him to make investiga--tion for the purpose, that the irregularities in the conduct of such election justify such annul--ment and, by order in writing, direct fresh election to be held within such period as may be specified in the order ; (f ) cancel, suspend or modify any resolution adopted or any decision taken, by the general body or the Executive Committee of such trade organization if he is satisfied that such resolution or decision is not in conformity with the provisions of the articles or memorandum or any rules or regulations made thereunder, or that the requirements of the provisions of articles or memorandum or any rules or regulations made thereunder have not been complied with while adopting such resolution or taking such decision, or that such 'resolution or decision is contrary to any rules, regulations, directions or instructions issued by the Director or by the appropriate Government to such trade organiza--tion ;
(g) if he considers it necessary for smooth, orderly and efficient function--ing of any such trade organization,-
(i) remove or cause to be removed any member of the Executive Committee_ not exceeding a :oral of five in any calendar year, of suet, trade organization and fill up, or cause to be filled up, the resultant vacancy ;
(ii) suspend, or cause to be suspended, for a specified period, any member not exceeding a total of fifteen in one calendar year, of any such trade organization and cancel, or cause to be cancelled, any such suspension or the suspension of any member otherwise than by or at the instance of the Director ;
(iii) remove, or cause to be removed, from the membership register, the name of any member, not exceeding a total of fifteen in one calendar year, of any such trade organization, and re-instate, or cause to be reinstated, in the membership register, any member so removed or removed otherwise than by or at the instance of the Director: Provided that the power for removal or suspension under this clause shall not be exercised except with the approval of the appropriate Government."
25. The only question that arises for consideration is; whether the powers conferred on the Government under subsection (1) of section 9 extend to giving a direction overriding the Articles of Association of a Trade Organization ?
26. It is contended on behalf of the appellants that in view of the language employed in subsection (2), which stipulates and provides for specific cases in which the Director could take action notwithstanding anything contained, Inter alia, in the Articles of Association of a Registered Trade Organization, the proper construction to be placed on the provisions of subsection (1) would be that power conferred thereunder would necessarily be subject to the Articles of Association.
27. On the side of the respondents, Mr. SC M. Zaffar, conceded that the powers granted under subsection (1) are exercisable subject to law, but not to the Articles or Memorandum of a Trade Organization, as the latter have contractual effect only in law. Similar is the stand taken by the learned Deputy Attorney-General. However, Mr. Khalid Ishaq has taken a rather extraordinary stand to effect that the power under subsection (1) overrides and is not subject, even to law for the time being in force. Within these limits, the learned counsel for the respondents argued unanimously that the power under subsection (1) is, otherwise, plenary, subject to no other limitation. The learned Deputy Attorney-General has additionally contended, that in any case the impugned directive is referable to the powers conferred on the Central Government by section 8 of the Ordinance, which reads as under : "8.-(1) Notwithstanding anything contained in the act or in any other law for the time being in force or in the articles or memorandum,
(a) a registered trade organization shall not rescind, amend or otherwise modify its articles or memorandum without the prior approval of the appropriate Government; and
(b) the appropriate Government may, whenever it considers expedient to do so, by order in writing, direct any such trade organization to rescind, amend or otherwise modify its articles, memorandum rules or bye-laws or to make any rule or bye-law, in such manner and within such period as may be specified in the order.
(2) If any registered trade organization fails or neglects to comply with the direction under clause
(b) of subsection (1), the appropriate Government may, by notification in the official Gazette, rescind, amend or otherwise modify the articles, memorandum, rules or bye-laws of such trade organization, or make any rule or bye-law in the manner specified in the direction or with such modification as it thinks fit, and any such rescission, amendment, modification, or making shall be deemed to have been duly done by the trade organization in accordance the Act or its articles or memorandum or in the manner it is otherwise competent to do so."
28. Thus the main question for consideration is whether the restraints removed by the non-obstante clause contained in subsection (2) are to be read in subsection (1), so that the power under the latter provision would also be construed to operate within such limits. On a proper analysis of the two clauses of section 9, it would appear that the general power of supervision and control over the Trade Organizations in respect of their "acts and proceedings" vests in the Central Government and subject to such control, the trade organizations are to manage and conduct their affairs in such manner as the Director may, from time to time, direct. It can, therefore, he assumed that exact that- the Central Government retains the power to countermand any directive issued by the Director, the power of general supervision and control vesting in the Government and the Director is coextensive. If, therefore, the Director had such plenary power to issue any direction overriding the Articles and Memorandumof Association of a registered body, what was the purpose for insertion of a non-obstante clause in subsection (2). It was suggested on behalf of the respondents that subsection (2) deals with the powers of the Director as distinguished from subsection (1) which deals with the powers of the Central Government also and the intention appears to be to restrict the exercise of his general power in specified cases to certain conditions, which do not fetter the exercise of power vesting in the Government. Emphasis was also laid on behalf of the respondents on the words "without prejudice to the generality of the foregoing provision" occurring in subsection (2), which according to the argument is indicative of the plenary nature of the power granted under subsection (1).
29. Having regard to the nature of the provision in question and the general object and purpose of the statute, it is clear that the Ordinance was intended, as pronounced by its preamble to provide for regulation and control of Trade Organizations. Section 9 confers supervising power upon the Government and the Director, Trade Organizations over the functioning of the Trade Organizations registered under the Ordinance. It is well established that statutes pertaining to exercise of trade organization, to eminent domain, to restraint of personal liberty, or freedom of contract, and the like are statutes in derogation of common right and subject to strict construction. It is also well established that in general a corporation is subject to reasonable and proper regulation by the state. The authority of the executive functionaries to make regulations to enforce a statute is limited to Making of regulation, which are within the scope of the power granted and which are reasonable Statutes of this nature have their justification in the well-recognized proposition that police Power inherently vests in every sovereign state, which. Can 'delegated to functionaries of the state by legislative grant. The Police power thus granted may be exercised in any manner not prohibited by the terms o such grant. The true construction of the provisions of section 9 falls wit hi the aforesaid general principles. It is implicit in the argument of the respondents that the provision under consideration (section 9 (1)) is capable of two possible interpretations--either that Government, in the exercise of supervisory powers can issue, on its own subjective judgment, directions uncontrolled by any legal instrument except the law of the land or, that it has to be confirmed within the bounds of the Memorandum and Articles of Association, rules and regulations of the regulated trade Organization on objective considerations. I do not think the first mentioned wide inter--pretation would carry out the apparent legislative intentment-rather it may impede the functioning of the trade bodies and seriously erode their representa--tive character. Since it is conceded that the power under consideration is a supervisory power, it is inherent in its character to confine itself to overseeing the functioning of the regulated bodies and not to directly administer them, for in that case what was intended to be supervisory power would be con--verted into a power to take over the functioning of the regulated bodies. Such could not be the intention of this statute. Viewed in this context, it is not difficult to see that the intention must be to primarily allow the Registered Trade Organization to function in terms of their Constitution, embodied in the memorandum and articles of their association. The legislature must have conferred the regulatory power, with the intention that it should be used, to promote the policy and objects of the Ordinance, which must be determined by construing the Ordinance as a whole. It is needless to emphasise that, in construing a. Provision of a statute by which such powers are vested, in a statutory functionary, the powers are vested to be exercised in the public interest and it cannot be argued that such powers are to be exercis--ed in the discretion of the donee of such powers, without reference to the context of the policy and objects of the legislation. It is by now well estab-- lished that the legislature does not confer plenary power of such wide ampli--tude, as is contended for, as that may fall within the mischief of the doctrine of excessive. Delegation of legislative power to the Executive Branch of the Government, except perhaps in the case of emergency legislation. Such wide statutory discretion, in order to avoid the charge of abuse or excess of autho--rity, must not be used, to seek promotion of purposes alien to the letter or spirit of the legislation that gives power to act.
30. It will be observed from the plain reading of section 8, which in express terms overrides all other provisions contained in any other law, that the Government is empowered to rescind, amend or otherwise modify the Arti--cles, Memorandum, rules or bye-laws of a Registered Trade Organization in the manner provided therein, namely, that it has to call upon such trade organization to inter alga amend the Articles of Association within a specified time a(td it is only when the Trade Organization fails or neglects to comply. With such direction that the Government can exercise its mandator power to direct any such amendment or modification in its Articles o Association. Any such modification or amendment would further be effective only upon the issuance of a notification in the official Gazette in that behalf. Thus the exercise of power under this section has been subjected to formalities in regard to the manner and effect of its consequences.
31. It is a cardinal principle of interpretation . Of statutes that when a statute lays down the manner of doing a thing, it shall be done in such manner and in no other manner. The extent of sanctity attached to the Articles of Association ca be gauged from the stringent. Provisions of this section.
32. The impugned direction apparently does not satisfy statutory requirements laid down by section 8 to effect a modification of the Articles of Association and as such cannot be construed as a direction of the nature provided therein. Indeed, it was conceded that the direction was given so as to be effective only for the specific direction for the year 1981-82 and so was not intended to operate as a permanent modification or Article 15 (b). Therefore, the question arise whether it was intended to confer an additional power on the Government or for that matter on the Director under section 9(1), to produce the same effect as could have been done by the Government under section 8 subject to the formalities specified therein? The answer would clearly be in, the negative.
33. If it had been intended that the power under section 9 would extend so as to override, inter alia the Articles of Association, this could have been stated in the simplest terms, as indeed it has been done in the case of subsection (2) of section 9. 1 would further add that whereas the Director has been given power to take action under subsection (2) of section 9, only in the specific circum-- stances there specified, the argument of the respondents, introduces a further form of dispensing power by the Director under subsection (1) of that section, to override the Articles of Association which the structure of the two subsections does not readily suggest was the intention of the legislature. Nothing turns on the words "without prejudice to the generality of the foregoing provision" as they occur in the opening part of subsection (2) of section 9. This expression is not peculiar to this statute, as same or similar expression is commonly used in many statutes, generally in connection with the rule-making powers conferred on a designated authority. It is usual for the legislature to provide for general power to frame rules, in the relevant section, in the first subsection and in the subsequent part of the section, to spell out specific subjects on which rules can be framed by the concerned authority, without prejudice to the generality of the provision conferring general rule-making power. This obviously, impugned in order to clarify, that mentioning of specific matters, does not have the effect of, in any way whittling down or restricting the general power. Similar arrangement seems to have been adopted by the Draftsman of section 9. But the reading of subsection (2), clarifies that specific powers in regard to matters mentioned therein are to be exercised subject to the conditions provided therein. These powers, if exercised in the manner laid down therein, are exercisable "notwithstanding anything contained in any law for the time being in force or in the articles or memorandum of a registered trade organizations". A proper reading of the section as a whole in the context of other provisions, however, as shown above, clearly shows that it was not intended to apply the non-obstante clause also to the powers conferred under subsection (1). The only purpose for insertion of the words upon which reliance is placed, seems to be to clarify that the specific powers granted under subsection (2) are not exhaustive of the content of power conferred under subsection (1). It is difficult to accept the interpretation contended for by Mr. Khalid Ishaque that the powers under the last-mentioned subsection, are free from the fetters of the law of the land. No statutory functionary can claim, in absence of express provision to the contrary, that the statutory powers conferred upon him under the statute would he exerciseable in derogation of the law of the land. Another aspect of the matter that requires to be noticed, ,is that the specific powers granted to the Director under subsec--tion
(2) are in their nature such that may normally constitute acts outside the scope of the Memorandum and Articles of Association of a Trade Organization registered under the Act. It was, therefore, necessary, if action of the nature specified therein was to be taken, the fetters imposed by the limitation contained in the Memorandum and Articles of Association be removed.
34. The impugned directive, .Therefore, seems to us to be wholly inconsistent with the purpose and effect of section 8 of the Ordinance and can find no power in the statute which contemplated the result as has been effected, F introducing a further restriction as to qualification for contesting the election in this year by fiat, which Article 15(b) contemplated to be resolved by election. In the result, we have reached the conclusion that the impugned directive is ultra vires, and cannot be sustained. We would only add that if the police visualized or necessitating the directive if considered expedient by the Government, a proper amendment of Article 15(b) should have been made after resorting to the requirements of section 8 of the Ordinance. But as it is, the) action taken is wholly outside the scope of the power invoked, in the circumstances of the case.
35. Before concluding this judgment, we may dispose of some subsidiary sub--missions made on behalf of the respondents. It was contended that before striking down the action of a public authority on the ground of invalidity, the Court ought to explore all possibilities for upholding its validity with reference to the powers available to the authority in' other provisions of the statutes.
36. This principle is not attracted in the present case, as section 8 of the Ordinance invoked in this behalf, as explained above; is a totally indepen--dent power of the Government subject in its exercise to the conditions therein provided. In absence of the compliance of these conditions, the action purported to have been taken under section 9 is not appropriatable to section 8 of the Ordinance.
37. 1t was also argued that the impugned directive was approved by the Managing Committee of the Federation on 27-6-1981 before the newly-elected Managing Committee entered upon Office, with effect from 1-7-1981 and, therefore, the impugned directive was adopted by the Federation itself. In the view that we have taken, firstly, since the adoption of the directive is tantamount to modifying the Articles of Association of the Federation, the bar contained in section 8 would be a hurdle in producing the effect, since no prior approval of the Government was properly obtained.
38. Additionally, there can be no estoppel against the statute. Finally, the bare re4ding of the note recorded by the Secretary-General _ of the Federation, in this behalf as reproduced above, shows that the decision was taken as a compliance with the directive supposedly binding upon the Federation. The decision does not appear to have been taken by the Committee of their own volition. In any case it is not possible to pronounce finally on the effect of the alleged resolu--tion which has not been placed on record.
39. There is also no force in the contention that since appellant No. 1 did not challenge the rejection of his nomination paper, the other appellants had no locus standi to file the petition. The petition in substance .Vas a petition in na--ture of quo warranto and appellants 1 to 3, had even otherwise, sufficient interest in the controversy brought before the Court. It was also urged that since the major portion of the term of Office for the current year has been enjoyed by the third respondent, this Court may exercise its discretion to refuse relief. This question does not seem to have been raised before the High Court and has not been seriously pressed before us. Since, in any case we have held that the directive was ultra vires, having upset the normal functioning of the matter in question in terms of the relevant Articles of Association, there is no ground for refusing relief.
40. For the foregoing reasons, the appeal is allowed and the impugned directive of the Director of Trade Organizations, dated 24-6-1981 is declared to be without lawful authority and of no .Legal effect. The result will be that the proceedings of the election of the President of the Federation of Pakistan, Chambers of Commerce and Industry, Karachi, for the year 1981-82 shall be continued and be completed in accordance with the law from the stage these were interrupted by the impugned directive of the Director, Trade Organiza--tions.
41. In view of the time censured in the final disposal of this controversy in Court there is possibility of difficulties arising in literally complying with the .Provisions of the Articles of Association relating to the election of President of the Federation of Pakistan Chambers of Commerce and Industry, Karachi, for the year 1981-82. To obviate such difficulties and in order to promptly effectuate this order of the Court, we direct that the District Judge, Karachi, shall convene a meeting of the members of the Managing Committee of the Federation for the year 1981-82, was constitute the electoral college, for holding the election' of the President by 20th February, 1982, of the latest.
42. This appeal was disposed of by a short order, dated 27-1-1982 and the aforesaid are the reasons for that decision.