MIANGUL HASSAN AURANGZEB, J:- Through the instant writ petition the petitioner, Muhammad Naeem Akhtar, impugns letter dated 10.10.2022 from the Directorate General, Pakistan Post ("D.G.- P.P.") whereby he was informed as to the decision taken by the Federal Government to remove him from the position of Chief Executive Officer ("C.E.O.") of the Postal Life Insurance Company Limited ("P.L.I.C.L.").
2. The decision to remove the petitioner from the position of C.E.O. of P.L.I.C.L. was taken by the Cabinet on 07.10.2022 on the basis of a summary dated 03.10.2022 submitted by the Communications Division, Ministry of Communications.
3. The record shows that on 10.03.2020, P.L.I.C.L. was incorporated as a public limited company with an authorized share capital of Rs.4 billion and paid-up capital of Rs.700 million. On 26.08.2020, P.L.I.C.L. was registered as a life insurer and under the provisions of the Insurance Ordinance, 2000.
4. The petitioner had participated in a competitive process initiated through advertisement dated 05.08.2020 for appointment as C.E.O. of P.L.I.C.L. After the petitioner emerged as the successful candidate, the Ministry of Communications, vide letter dated 07.12.2020 appointed him as C.E.O. of P.L.I.C.L. The said appointment was made pursuant to the decision taken by the Cabinet on 01.12.2020 and after following the procedure for the appointment of C.E.O. of insurer prescribed in the Insurance Companies (Sound and Prudent Management) Regulations, 2012 ("the 2012 Regulations"). Vide letter dated 16.12.2020, the Securities and Exchange Commission of Pakistan ("S.E.C.P.") approved the petitioner's appointment as C.E.O. of P.L.I.C.L. whereafter he assumed the charge of his office on 16.12.2020. The Board of Directors of P.L.I.C.L. also offered appointment as C.E.O. of P.L.I.C.L. to the petitioner on contract basis for a period of three years. The said offer was accepted by the petitioner on 16.12.2020.
5. Vide letter dated 10.10.2022 from D.G.-P.P., the petitioner was informed about the decision taken by the Federal Government to remove him from the position of C.E.O. of P.L.I.C.L. The said letter has been assailed by the petitioner in the instant writ petition.
6. Learned counsel for the petitioner, after narrating the facts leading to the filing of the instant petition, submitted that Regulation 2 of the 2012 Regulations sets out an elaborate mechanism for appointment to the position of C.E.O. of P.L.I.C.L.; that a person proposed to be appointed as C.E.O. of an insurer cannot assume the charge of office until his appointment is approved by the S.E.C.P.; that only a person with integrity, financial soundness, competence, capability, track record and no conflict of interest with the business of an insurer can be appointed as C.E.O.; that the 2012 Regulations were amended vide notification dated 05.07.2022 which makes the appointment process for C.E.O. of an insurer to be more transparent and stringent; that under Regulation 2(1A) of the 2012 Regulations, a person cannot be appointed as C.E.O. of an insurer who does not comply with the fit and proper criteria provided in the said Regulations and without the approval of the S.E.C.P.; and that Regulation 2(1D) of the 2012 Regulations requires C.E.O. of an insurer to be a full time employee of the insurer.
7. Furthermore, it was submitted that vide letters dated 13.09.2022 and 03.10.2022, the petitioner had called for meeting of the Board of Directors of P.L.I.C.L. to be convened; that all of a sudden, vide impugned letter dated 10.10.2022, the petitioner had been removed from the position of C.E.O.; that the Code of Corporate Governance for Insurers, 2016 ("the 2016 Code") issued by the S.E.C.P. through notification (SRO 1045(I)/2016), dated 09.11.2016 applies to insurers and its provisions are in addition to the 2012 Regulations; that paragraph (xl) of the 2016 Code provides that the Board of Directors of the insurer shall form committees including a Nominations Committee; that paragraph (xlii)(e) of the 2016 Code provides that the responsibility of the Nominations Committee shall be to make recommendations to the appropriate authority within the insurer for dismissal and retirement of the Members of the Board, C.E.O. and Senior Management / Key Officers of the insurer; that at no material stage had a Nominations Committee been constituted by P.L.I.C.L.; that the procedure prescribed in the 2016 Code for the removal of C.E.O. of P.L.I.C.L. had not been followed before the petitioner was prematurely removed from the position of C.E.O. of P.L.I.C.L.; that the three-year period for which the petitioner was appointed as C.E.O. of P.L.I.C.L. comes to an end on 16.12.2023; that the impugned letter dated 10.10.2022 has stigmatized the petitioner; and that on 10.10.2022, respondent No.5 has assumed the charge of the position of C.E.O. of P.L.I.C.L. in addition to holding the charge of Additional Director General (Operations), P.L.I.C.L. Learned counsel for the petitioner prayed for the writ petition to be allowed in terms of the relief sought therein.
8. On the other hand, learned Additional Attorney-General raised an objection to the maintainability of the instant petition on the ground that the petitioner's relationship with P.L.I.C.L. was contractual in nature; that the terms and conditions of the petitioner's appointment as C.E.O. of P.L.I.C.L. are set out in P.L.I.C.L.'s letter dated 15.12.2020; that although the petitioner had been appointed on contract basis for a period of three years but his services were terminable on the pleasure of the Federal Government; that the Federal Government i.e., the Cabinet had approved the removal of the petitioner from the position of C.E.O. of P.L.I.C.L. in its decision dated 07.10.2022; that Section 190(2) of the Companies Act, 2017 empowers the Government to remove the Chief Executive of a company where more than 75% of the voting rights are held by the Government; that the terms and conditions of the petitioner's service with P.L.I.C.L. were not governed by any statutory rules; that the impugned letter dated 10.10.2022 from the D.G.-P.P. does not stigmatize the petitioner or adversely effects his future employment prospects; that any adverse remark about the petitioner in the written comments filed by the respondents may be ignored by this Court and the petitioner's removal may be treated as a removal simplicitor; and that the provisions of the 2016 Code or the 2012 Regulations cannot override Section 190(2) of the Companies Act, 2017. Learned Additional Attorney-General prayed for the writ petition to be dismissed.
9. I have heard the contentions of the learned counsel for the petitioner and the learned Additional Attorney-General and have perused the record with their able assistance. The facts leading to the filing of the instant petition have been set out in sufficient detail in paragraphs 2 to 5 above and need not be recapitulated.
10. There is no denying the fact that P.L.I.C.L. vide letter dated 15.12.2020 had offered the petitioner appointment as C.E.O. of P.L.I.C.L. on contract basis for a period of three years. The termination clause in the said contract provided for a contract period of three years "unless earlier terminated as per the pleasure of the Federal Government." The petitioner was required to accept the terms and conditions of his appointment within a period of fifteen days. It is also not disputed that the petitioner had, vide letter dated 16.12.2020, accepted the terms and conditions of his appointment set out in P.L.I.C.L.'s above mentioned letter dated 15.12.2020. This makes the petitioner's relationship with P.L.I.C.L. contractual in nature.
11. True, the 2016 Code, which applies to any company or body corporate carrying on the business of insurance requires the Board of Directors an insurer to form Board Committees including a Nominations Committee. One of the responsibilities of the Nominations Committee is to make recommendations to the appropriate authority within the insurer for dismissal and retirement of members of the Board, C.E.O. and Senior Management/Key Officers of the insurer. There is nothing on the record to show that if a Nominations Committee had been constituted by P.L.I.C.L.'s Board of Directors or that a committee had recommended the removal of the petitioner from the position of C.E.O. of P.L.I.C.L.
12. Be that as it may, the provisions of the 2016 Code cannot override Section 190(2) of the Companies Act, 2017 which provides that "notwithstanding anything contained in this section, the Government or an authority or a person authorized by it shall have the power to remove chief executive of a company where more than seventy-five percent of the voting rights are held by the Government." It is not disputed that more than seventy-five percent of the voting rights in P.L.I.C.L. are held by the Federal Government. The Federal Government (i.e., the Cabinet) on 07.10.2022, after considering the summary dated 03.10.2022 submitted by the Ministry of Communications, decided to approve the proposal for the petitioner's removal from the position of C.E.O. of P.L.I.C.L. It is not the petitioner's case that the Federal Government could not remove the petitioner from the position of C.E.O. of P.L.I.C.L. in exercise of the powers conferred by Section 190(2) of the Companies Act, 2017.
13. The contractual nature of the petitioner's appointment as C.E.O. of P.L.I.C.L. makes his relationship with P.L.I.C.L. as that of master and servant. It is a master's prerogative to terminate a servant's contractual appointment if the former does not find the latter's performance to be satisfactory.
Such termination can take place in accordance with the terms and conditions of the employment contract. A contractual employee cannot insist for a regular inquiry to be held regarding the employer's satisfaction with the employees' performance. In the case at hand, the impugned letter dated 10.10.2022 whereby the petitioner was removed from the position of C.E.O. of P.L.I.C.L. does not, in any manner, stigmatize him.
14. This Court, in exercise of its jurisdiction under Article 199 of the Constitution, can neither declare the termination of the petitioner's contractual employment or his removal from the position of C.E.O. of P.L.I.C.L. to be unlawful nor hold that the petitioner's employment contract continues to subsist. This being so, if the petitioner feels that the termination of his employment contract or his removal from the position of C.E.O. of P.L.I.C.L. was unlawful or based on malafides, at best, he could file a suit for damages, subject to law. It is well settled that a contractual employee cannot file a writ petition seeking his reinstatement in service. Reference in this regard may be made to the following case law:-
(i) Recently in the case of Chairman NADRA, Islamabad Vs. Muhammad Ali Shah (2017 SCMR 1979), it has been held that a contractual employee of a statutory organization cannot invoke the Constitutional jurisdiction of the High Court under Article 199 of the Constitution.
(ii) The Hon'ble Supreme Court in the case of Pakistan Telecommunication Company Limited Vs. Iqbal Nasir (PLD 2011 S.C. 132), held as follows:- "All the employees having entered into contracts of service on the same or similar terms and conditions have no vested right to seek regularization of their employment, which is discretionary with the master. The master is well within his rights to retain or dispense with the services of an employee on the basis of satisfactory or otherwise performance. The contract employees have no right to invoke writ jurisdiction, particularly in the instant case where their services have been terminated on completion of period of contract."
(Emphasis added)
(iii) In the case of the Federation of Pakistan through Secretary Law Justice and Parliamentary Affairs Vs. Muhammad Azam Chatha (2013 SCMR 120), it has been held as follows:- "In addition to it, it is a cardinal principle of law that a contract employee instead of pressing for his reinstatement to serve for the leftover period can at best claim damages to the extent of unexpired period of his service."
(iv) In the case of Trustees of the Port of Karachi Vs. Saqib Samdani (2012 SCMR 64), it has been held as follows:- "Evidently the above letter reflects that the respondent was in employment on contract basis, hence no vested right was created in his favour for reinstatement in service. It was not the case where the respondent was appointed as a regular employee against any particular quota to give him a valid cause of action. Equally, the impugned judgment is also silent that termination of service of the respondent violated any of his rights, therefore, in our view his reinstatement under the impugned judgment does not appear to have been validly ordered."
(Emphasis added)
(v) In the case of Syed M. Yahya Vs. First Credit and Investment Bank Limited (2009 UC 656), it has been held inter alia that contractual employment containing specific terms and conditions of service would exclude the application of a general terms and conditions of service applicable to non-contractual employees. Furthermore, it was held that a contractual employee could not invoke writ jurisdiction under Article 199 of the Constitution against his termination from service in accordance with the specific terms and conditions of service contained in the contract.
(vi) In the case of Muhammad Waqas Gul Vs. Water and Power Development Authority (2015 PLC (C.S.) 144), it has been held as follows:- "Without going into the question whether the aforesaid clauses will automatically dispense with requirement of rule of natural justice, suffice it to say that non issuance of notice of hearing to the petitioners, will not entitle the petitioners, for revival of their contract of service, rather the remedy of the petitioners, if any, for wrongful termination would be for damages to the extent of unexpired period of their services, before the competent court of law."
15. The petitioner through the instant writ petition has raised a grievance regarding the terms and conditions of his appointment as C.E.O. of P.L.I.C.L. Since the petitioner s appointment was contractual in nature, I hold that the instant petition is not maintainable and the same is, therefore, dismissed with no order as to costs.
16. I am told that P.L.I.C.L. had initiated the process for the appointment of C.E.O. of P.L.I.C.L. through advertisement dated 17.12.2022. According to the said advertisement, the last date for the submission of the applications was 01.01.2023. It is expected that the said process would be completed expeditiously. It goes without saying that since respondent No.5 has been assigned the charge of C.E.O. of P.L.I.C.L., he can only take decisions pertaining to the day-to-day affairs of P.L.I.C.L. until the appointment of a regular incumbent.