' ABDUL RAHIM KAZI, J.---The present petition has been filed by the petitioners who claim to be the members and directors of Sindh Industrial Trading Estates (Guarantee) Limited (hereinafter referred to as "the Company), seeking the following reliefs:-- "(a) Declare that the notification dated 31-1-1993 being Annexure "C" to the petition is without lawful authority and of no legal effect.
(b) Declare that the directions issued by the respondent No, 3 dated 29-6-1993 and dated 19-7- 1993 being Annexures "E" and "G" to this petition are of no legal effect.
(c) Declare that the respondent No, 3 has no lawful authority to perform the executive functions of the Board of Directors of S.I.T.E. Ltd. And in particular has no authority to allot plots without the approval of the allotment committee constituted by the Board of Directors of the respondent No, 2.
(d) Direct the respondents Nos. 1 and 3 to refrain from interfering or creating any hindrances in the management of the affairs of the respondent No, 2 and in particular refraining the respondent No, 3 from acting as a Chairman of the Board of Directors of the respondent No, 2 and from making any allotment of any plots; from sanctioning water connections; from employing any person and exercising executive functions of the Board of Directors of the respondent No, 2.
(e) Any other declaration or direction as this Honourable Court deems appropriate in the circumstances of the case.
(f) Costs of the petition."
' The contention of the petitioners is that the company was duly incorporated under the repealed provisions of the Companies Act, 1913 and is now governed by Companies Ordinance, 1984 having its Memorandum and Article of Association. The contention of the learned counsel for the petitioners further is that this Company, therefore, is to be managed and its day to day functions and business is to be run under the provisions of the said Memorandum and Articles of Association and the respondent No, 1 has no lawful authority to issue any direction, pass any orders or dictate in the policy matters of the Company in contravention of the said Memorandum and Articles of Association. The petitioners have challenged the Notification issued by the respondent No, 3 in his capacity as Secretary, Industries and Mineral Development Department, Government of Sindh on 31-1-1993 bearing No, EC (AD-III) IV-44/92, hereinafter referred to as "the notification whereby he appointed himself alongwith one representative of Nooriabad Industrial Estate/Area, District Dadu as the Directors of the Company and also designated himself as the Chairman of the Board of Directors of the Company.
' The notice was issued to the respondents. Respondents Nos. 1 and 2 have contested this petition.
We have heard the arguments of the learned counsel who are present as above.
' It will be appropriate at this stage to reproduce certain provisions from the Memorandum and Articles of Association which read as under:-- "3(1)(i) Resolution.---With a view to bring about industrial development of Sindh, Government are pleased to direct that a company called "the Sindh Industrial Trading Estates Company" should be formed to establish and manage trading estates at Karachi, Hyderabad and Sukkur, on the following lines: 3(1)(iii). The Company will not issue any shares to the public. If shares are required by law, they will be of the minimum amount possible and held by Government, unless under law, each Director must hold a certain minimum amount of shares. The Company will make no profit or declare any dividend on its shares, if any.
30. Unless otherwise determined in a General Meeting, the number of the Directors shall not be less than five nor more than nine excluding any Directors appointed under Article 31, Five Directors shall be nominated by the Government of Sindh, of whom one shall be the Managing Director who shall be Salaried officer of the Government of Sindh, provided that the number of Government nominated Directors shall not fall in any case below four when the minimum number of the Directors is 6 and below five in any case. Two Directors should be tenants of the Company or their representatives.
31. The holders of any debentures for the time being outstanding or the Trustees of any trust deed of debenture holders shall, if a condition to that effect is included in the Debenture Trust Deed, be entitled to appoint a person, whether a member of the company or not to be a Director and the person so appointed shall hold office subject to the provision of clause (40) hereof and may be removed at any time by the debenture-holders or Trustees of the Debenture Trust Deed, as the case may be.
52. The Directors shall from time to time elect a Chairman who shall preside at all meetings of the Board of Directors at which he shall be present, and may determine for what period he is to hold office, but if no such Chairman be elected, or if any meeting the Chairman be not present within five minutes after the time appointed for holding a meeting, the Directors present shall choose some one of their members to be Chairman of the Meeting."
' A plain reading of the above provisions would show that it was under a resolution passed by Provincial Government being Resolution No, 24-I.B/47-1 dated 2nd June, 1947 that the Company was formed and established for the purposes mentioned therein. Article 30 as reproduced above would show that at any given time the Company will have a Board of Directors consisting of not less than five and more than 9 Directors. It further provides that out of these Directors 5 Directors shall be nominated by the Provincial Government. It also provides that this shall not include the Director nominated by the Debenture Holders as provided under Article 31. Lastly, Article 52 reproduced above provides that the Chairman of the Board of Directors shall be elected by the Directors themselves from amongst them in the election to be held from time to time. A further reference to paragraph 5 of the petition would show that there are 9 Directors in the Board of Directors of which the Commissioners of Karachi, Hyderabad, Sukkur and Director of Industries alongwith Managing Director are the five persons nominated by the Provincial Government. While the remaining 4 Directors are the present petitioners. This fact is not controverted by the respondent No,
2. In such circumstances and in view of the above provisions of Memorandum and Articles of Association, the other 4 Directors had to be from public who are the present petitioners mentioned in the petition. Thus, it is obvious that having nominated the said 5 Directors on the Board of Directors, the Provincial Government could not have nominated any Additional Director which may have the effect to increase the number of Directors beyond nine. During the course of arguments the learned AA.-G. Under instructions from the Deputy Director present in Court has submitted that the two Directors nominated by the Notification are Additional Directors. We are afraid this very statement en the face of it goes to show that the provisions of Memorandum and Articles of Association are contravened which the Provincial Government could not do unless the same are amended or the number of Directors is increased by a resolution passed in accordance with the provisions of the above Memorandum and Articles of Association. The respondent No, 3 also had no authority to nominate the Chairman in contravention of Article 52 supra.
In view of the above discussion we are of the view that the Notification issued by the respondent No, 3 bearing No, EC(AD-III)IV-44/92 dated 31-1-1993 is without lawful authority and accordingly we quash the same. The consequence of this declaration is that all acts and orders of the respondent No, 3 based on this notification or in consequence of this notification would also be rendered as a nullity in law in view of the principles laid down in the case of Yousuf All v. Muhammad Aslam Zia PLD 1958 SC (Pak.) 104 as the subsequent acts and orders which are in the nature of super- structure built on the unlawful notification should fall down as a house of cotes.
' In view of the above order the Miscellaneous Applications are not pressed and are accordingly dismissed as not pressed and infructuous.