1. WAJIHUDDIN AHMED, J.---Exemption is granted subject to all just exceptions.
2. The petitioner in this case is aggrieved by an order dated 19-9-1993 in Suit No. 1445/1992 passed by the Banking Tribunal for Karachi and Sukur, relevant portion whereof is reproduced hereunder:-- "I heard the learned advocate. Though it is correct that the Company has not gone into liquidation but only the Board of Administrators has been constituted by the Hon'ble High Court of Lahore, the fact remains that the assets and the properties of the company now been taken over by the Board of Administrators appointed by the Hon'ble High Court of Lahore as observed in the order referred above. Moreover, Mr. Muhammad Naazar Khan learned counsel/ administrator rightly pointed out that the subject-matter of these two suits was before the Lahore High Court as is evident by the orders dated 31-7-1993 and 4-7-1993, the relevant portions of which have already been reproduced above.
1. In view of the above, in my opinion the correct procedure would be for the plaintiff-Bank to obtain leave from the Hon'ble High Court of Lahore to proceed against Taj Company Limited in respect of assets and properties taken over by the Board of Administrators appointed under the orders of the Hon'ble High Court of Lahore.
2. It is not denied that by obtaining decrees in these two suits the -plaintiff intends to proceed against the properties and assets of the Company which are partly in the hands of the Administrators under the orders of the Hon'ble High Court of Lahore.
3. Accordingly, it is ordered that the proceedings in the suit against Taj Company Limited are stayed till the plaintiff-Bank obtains leave of the Hon'ble High Court of Lahore to proceed with these two suits in which some of the assets/properties of the said company are subject --matter being security for repayment of the outstanding dues to the plaintiff.
4. It is further observed that the proceedings against the persons/ directors/guarantors personally shall however be continued."
5. Mr. Mansoorul Arfin has urged that in the absence of an order of liquidation, as is contemplated by section 316 of the Companies Ordinance, 1984, there can be no stay of any pending proceedings against a company in terms of the same provision. Section 316 aforesaid runs thus:-- "316. Suits stayed on winding up order.--(1) When a winding up order has been made or a provisional manager has been appointed, no suit or other legal proceeding shall be proceeded with or commenced against the company except by leave of the Court, and subject to such terms as the Court may impose.
6. (2)The Court which is winding up the company shall, notwithstanding anything contained in any other law for the time being in force, have jurisdiction to entertain; or dispose of, any suit or proceeding by or against the company.
7. (3)Any suit or proceeding by or against the company which is pending in any Court other than that in which the winding up of the company is proceeding may, notwithstanding anything contained in any law for the time being in force, be transferred to and disposed of by the Court."
8. It would be obvious on a plain reading of the section that it is not only in a situation where a winding up order has been passed that the preclusion to proceed against the company, before Courts other than the Court in which winding up proceedings are pending, applies. It is also when a provisional manager for the company has been appointed that the same result would follow. There is little on record before us to indicate that no such provisional manager has been appointed in respect of respondent No. 2 company. In fact, Mr. Muhammad Naazar Khan, who appeared before the Tribunal, has been referred to in the impugned order as the Administrator of the respondent No.2-company and for all that we know the word "administrator" may have been used as the equivalent of a "provisional manager". According to the memo. Of petition itself the Lahore High Court has appointed a Board of Administrators of which Mr. Muhammad Naazar Khan is one. At any event, based on the rules of interpretation the singular being deemed to include the plural (in a statute) a provisional manager under section 316 of the Companies Ordinance, can include a board or committee of such managers. At this stage, Mr. Mansoorul Arfin says that in the, instant case a Board of Administrators, under sections 290-291 of, the 1984 Ordinance, has been appointed, no appointment whatever under section 316 of the Ordinance having taken place. In such context he refers to the following contentions by the learned Advocate for the plaintiff/petitioner before the Tribunal:-- "Mr. Maqsood Hasan Khan Advocate for, the plaintiff-Bank however submitted that none of the above orders debar this Tribunal from continuing the suits already filed against Taj Company and its then directors/guarantors. He argued that Taj Company Limited has not gone into liquidation.
9. Only the Board of Directors has been substituted by the Board of Administrators by the Hon'ble High Court of Lahore under section 290 (2) of the Companies Ordinance, 1984. The learned counsel further argued that in any case the orders referred to above by the learned advocate/administrator were not passed in respect of the claims which are subject-matters of these two suits."
10. Now, in the memo. Of petition, all that the petitioner says is that it believes that no winding up order of respondent-Taj Company Limited has been passed by the High Court at Lahore. Such is clearly an indefinite statement. The true position may be different. Assuming, however, that it is not and what the petitioner believes is the actual factual state, that may still not alter the incidents at law.
11. Sections 290 to 294 in the Companies Ordinance, 1984, occur in Part X of the statute under the title: Prevention of Oppression and Misma nagement and confer vast and undefined powers on the Court dealing with the matters visualised by the provisions. Such powers, unless the contrary is established, should include, essentially as interim but rarely as ultimate measures, jurisdiction to prohibit any proceedings against the Company, except with the leave of the Court. This would, ex facie, be necessary to prevent oppressive or mismanaged conduct of the Company's affairs; for in any other case an ill-disposed management may collude to suffer decrees in other jurisdictions effectively and unilaterally applying checks to the benevolent exercise of the Court's functions. It is such a prohibition which the Lahore High Court has, apparently, directed to be issued, upon which the Tribunal has stayed the proceedings instituted before it.
12. It will be unnecessary to enter into any further controversy, at this stage, because we propose also to approach the dispute from a different angle: all that the Tribunal has done is passing of an order staying the proceedings temporarily pending the plaintiff-petitioner approaching the Lahore High Court for permission to proceed with the suits before the Tribunal. This order, the Tribunal has passed in deference to various directives issued by the Lahore High Court from time to time pertaining to the affairs of the respondent No. 2-- Company portions of which have been reproduced in the Tribunal's impugned order. To that extent it would appear that no prejudice has been caused to the petitioner-plaintiff and only a procedural formality has been ordered to be complied with in conformity-with the various directives of a Superior Court. It may be arguable whether judicial Tribunals are covered by the concept of "Courts" occurring in Article 201 of the Constitution so as to bind them with declarations of law made by a High Court. What is well settled, however; is that the Constitutional provision is not exhaustive on the subject. Rules of practice of long standing authority ensure adherence of the administrative, quasi-judicial and judicial Tribunals to the dicta of superior Courts covered by the principles in Articles 189 (relevance the Supreme Court) and 201 of the Constitution. Even if this was not so, Administrative Authorities and even Tribunals are bound by the directives of the superior Courts specifically issued in given cases.
13. Thus the Banking Tribunal, on any line of reasoning, was bound to give effect to the observations of the High Court at Lahore concerning the respondent-Company.
14. In reply, Mr. Mansoorul Arfin has urged that the impugned order is and remains an illegal order the Tribunal having travelled beyond the scope of the Banking Tribunals ordinance, 1984, and even if the order had been just or reasonable, on the authority of (1) Karamat Hussain and others v.
15. Muhammad Zaman and others (PLD 1987 SC 139), (2) Utility Stores Corporation of Pakistan Limited v. Punjab Labour Appellate Tribunal and others (PLD 1987 SC 447) and (3) National Bank of Pakistan v. Islamic Republic of Pakistan and anther (1992 SCM R 1705), the Constitutional powers of this Court should not be declined to be exercised: However, as we have said earlier, we are not confined in this case merely to declare the impugned order to be legal or illegal at this stage. It may be either but to determine that at this point of time and in this forum would be singularly injudicious because in so doing the orders of another superior Court would inevitably come up for scrutiny, which ex facie appear to be lawful and, at any event, to routinely challenge which the forum is quite another and not this Court. Correspondingly, and here the discretionary element of our D jurisdiction intervenes, no harm is likely to be caused to the petitioner-plaintiff if it approaches the Lahore High Court for requisite permission to proceed I before the Tribunal; if such permission is granted the dispute would end and, if I,, not, the controversy should take the petitioner to the Supreme Court, where the same can best be resolved.
16. With these observations the petition is dismissed revisions by the competent authorities. Therefore, it is advisable to consult the official sources or legal professionals for the most up-to-date and accurate information.