1. ' SALEEM AKHTAR, J.--The petitioner was one of the directors from Larkana in the Board of Directors of Sind Provincial Co-operative Bank Limited, Hyderabad. The petitioner has alleged that he received a circular dated 1-1-1986 incorporating the minutes of meeting of respondent No,1 held on 17-12-1985 which adopted a resolution unanimously disqualifying and expelling the petitioner from the Board of Directors of the Sind Provincial Cooperative Bank Limited. The allegation against the petitioner was that by means he attempted to seek release of land, mortgaged with the respondent No,l. By the same resolution in hi place the respondent No,2 was coopted as Director from Larkana. The petitioner has challenged this resolution as without jurisdiction and of no legal effect.
2. ' In the counter affidavit filed on behalf of respondents Nos.1 and 2 it has been alleged that one of the relatives of the petitioner namely Sultan son of Daim Khan is a member of Bhan Multipurpose Cooperative Society Limited District Larkana who had taken a loan of Rs,38,330 from the said Society which was outstanding against him till August 1985. On the letter head of the Sind Provincial Cooperative Bank Limited the petitioner forged a letter dated 3-8-1985 addressed to the Mukhtiarkar, Warrah and tried to get the lands a his three sons and relative released which lands were under charge under form 17-A. The Mukhtiarkar directed the Supervising Tapedar to confirm if the letter was issued by the Manager, Sind Provincial Cooperative Bank Limited, Larkana. The letter was purportedly signed by one Ghulam Sarwar Rind as manager whereas on 3-8-1985 Ghulam Sarwar Rind was no more a manager, having been suspended on 1-7-1985 and the charge of the Manager was being held by Sahib Khan. It was also noted that the outward number shown on the letter was not genuine as the letter under the said outward number had been sent to Central Office, Sind Provincial Cooperative Bank Limited, Karachi and not to Mukhtiarkar Warrah. It was also found that the purported signatures of Ghulam Sarwar Rind did not tally with the signatures on the record. Sahib Khan therefore, referred the letter to Ghulam Sarwar Rind the manager under suspension and he reported that it did not bear his signatures nor it was issued by him. It has also been stated when Ghulam Sarwar Rind asked the petitioner on telephone about the letter he wanted to be excused and was ready to pay the loan. Sahib Khan then reported the whole matter to Sind Cooperative Bank Limited, General Office, Karachi which was treated as complaint. A letter dated 8-10-1985 was addressed to the petitioner calling upon him to explain his position and when no reply was received from the petitioner the complaint was placed before the Board of Directors in the meeting held on 24-10-1985. The Board of Directors directed fresh show-cause notice to be issued to the petitioner which was issued through registered post on 29-10-1985 which also remained unreplied. Finally, the matter was placed before the Board of Directors in the meeting held on 17-12-1985. After considering all the relevant records and reports a resolution was unanimously passed under bye-law No, 41 and the decision of the Board was communicated to the petitioner. It has further been stated that alongwith the notice for the meeting dated 24-10-1985 and 17-12-1985 the agenda was duly posted to the petitioner on 14-10-1985 and 10-12-1985 who avoided even to attend the meeting.
3. ' It is an admitted position that the term of the petitioner as a Director has expired long back.
4. Unfortunately none of the parties are able to give the exact date on which the petitioner was elected and his term expired. They however agree that his term expired few years back.
5. ' Mr. K.M. Nadeem the learned counsel for, the petitioner has contended that under the bye-laws of Sind Provincial Cooperative Bank Limited ..The Board of Directors has no power to expel any director on the allegations and grounds mentioned in the resolution. In this regard the learned counsel has referred bye-law 46 which specifies the disqualifications of the Directors and reads as follows:--
46. A person shall be disqualified from being a Director of the Bank and shall cease to be a Director, if:--
(a) He is declared insolvent.
(b) By reason of mental or bodily infirmity becomes incapable of acting.
(c) He fails to attend three consecutive meetings of the Board without permission.
(d) He ceases to be a member of an affiliated Society.
(e) He holds any office of profit in the Bank.
(f) He is declared defaulter of an affiliated Cooperative Society or represents, a defaulting Society.
6. Mr. Abdul Aziz Khan the learned counsel for the respondents Nos.1 and 2 has referred to clause 51(1) and (x) which reads as follows:--
51. The powers and duties of the Board of Directors shall be:--
(a) ........................
(b) . . ... . . .........
(c) .....................
(d) .............................................................
(e) ..................................................................................
(f) ....................................................
(g) ..................................................................................
(h) .............................................................
(i) .................................................
(j) .................................................
(k) .....................................................................
(1) To hear and deal with complaints;
(m) .............................................................
(n) ..................................................
(o) ............................................................................................................................
(p) ..................................................................................
(q) ........................
(r) ............................................................................................................................
(s) ............................................................................................................................
(t) ........................
(u) ..................................................................................
(v) ..................................................................................
(x) To transact all other business incidental to the management of the Bank or its objects under bye-law No,4.
7. ' By-law 51(1) empowers the Board to hear and deal with complaints which relate to the administration of the Bank and affairs relating to and connected with the discharge of its duties.
8. The affairs and business of the Bank are to be managed and transacted by the Board and under bye-law 51(L) the Board can hear and deal with complaints in respect of these matters. It does not authorise to deal with complaints in respect of any matter which falls outside their powers and duties of the Board. No authority has been conferred on the Board to expel any Director. If any Director suffers from any of the disqualifications specified in bye-law 46 he ceases to be a Director.
9. Bye-law 51(x) confers a residuary power to be exercised for the management of the Bank and achieve its object as specified in bye law No 4. It cannot be extended to confer a power to expel a Director. Therefore prima facie it seems that the Board of Directors did not hold the power to expel a Director on the ground on which action has been taken against the petitioner. We may however make it clear that so far as the allegations against the petitioner are concerned we would not like to comment upon it nor enter into the merits of these facts as it is not possible for us in these proceedings to give any final or conclusive finding on such disputed questions of fact. Considering the facts and circumstances of the case and also taking note of the admitted position that the petitioner's term has expired long back and he cannot be allowed to act as Director, we would not like to exercise our discretion and grant any relief to the petitioner. We therefore, dismiss the petition with no order as to costs.