PLJ 2010 Lahore
164
Present: Ijaz-ul-Ahsan, J.
UNILEVER PAKISTAN FOODS LIMITED, KARACHI through its Company
Secretary--Petitioner
versus
CHAIRMAN, ENVIRONMENTAL TRIBUNAL, GOVERNMENT OF PAKISTAN, LAHORE--Respondent
W.P. No. 22311 of 2009, decided on 17.11.2009.
Civil Procedure Code, 1908 (V of 1908)--
----O. XXIX, R. 1--Constitution of Pakistan, 1973, Art.
199--Constitutional petition--Subscription and verification of
pleading--Question of--Pleading in legal proceedings initiated by a juristic
person are required by law to be signed by Chief Executive of such juristic
person and his name and particulars must also be mentioned in title of such
pleadings--Directions to amend the title of appeal provide the present address
of the factory of the petitioners--Challenge to--Validity--Pleadings in legal
proceedings initiated on behalf of juristic persons can be signed by any
person, authorized to do so under association of the company or authorized by
its board of directors through a resolution passed by a board or authorized to
be so through a general power of attorney. [P.
167] A
Companies Ordinance, 1984--
----S. 48--Civil Procedure Code, (V of 1908)--O. XXIX, R.
1--Direction to provide the present address of the factory of the
petitioner--Challenge to--Purpose of filing of the appeal, the address of the
registered office of the company given in title of the appeal was ordinarily sufficient--Validity--If
the address of the factory/works of the appellant was required, the same had
been provided in paragraph of the appeal--Petition was accepted. [P. 168] B
Syed Ijaz Ali Sabzwari, Advocate for Petitioner.
Mr. Aamer Rehman, Deputy Attorney General for Respondent.
Date of hearing: 17.11.2009.
Order
The petitioner assails an order dated 26.10.2009, passed
by the Environmental Tribunal Lahore (Impugned Order). Through the impugned
order the petitioner was directed to amend the title of the appeal by inserting
the words "through its Chief Executive (with full name)". The
petitioner was also directed to provide the present address of the factory of
the petitioner in the title of the appeal.
2. It appears that
the order in question has been passed on the assumption that pleadings in legal
proceedings initiated by a juristic person are required by law to be signed by
the Chief Executive of such juristic person and his name and particulars must
also be mentioned in the title of such pleadings.
3. The learned
Tribunal appears to have overlooked the provisions of the Companies Ordinance,
1984 as well as those of and Order XXIX, Rule 1 read with Order III CPC, which
provide for initiation of proceedings through authorized representatives. Order
XXIX Rule 1 CPC provides as follows:--
1. Subscription
and verification of pleading.--In suits by or against a corporation, any
pleading may be signed and verified on behalf of the corporation by the
secretary or by any director or other principal officer of the corporation who
is able to depose to the facts of the case. [underlining
is mine].
Order III, Rules 1, 2 and 3 of the Code of Civil
Procedure, 1908 postulate as follows:--
1. Appearances,
etc., may be in person, by recognized agency or by pleader.--Any appearance,
application or act in or to any Court, required or authorized by law to be made
or done by a party in such Court may, except where otherwise expressly provided
by any law for the time being in force, be made or done by the party in person,
or by his recognized agent, or by a pleader [appearing, applying or acting, as
the case may be,] on his behalf.
2. Recognized
agents.--The recognized agents of parties by whom such appearances,
applications and acts may be made or done are--
(a) persons holding powers-of-attorney, authorizing them to make
and do such appearances, applications and acts on behalf of such parties;
[underlining is mine]
(b) persons
carrying on trade or business for and in names of parties not resident within
the local limits of the jurisdiction of the Court within which limits the
appearance, application or act is made or done, in matters connected with such
trade or business only, where no other agent is expressly authorized to make
and do such appearances, applications and acts.
3. Service of
Process on recognized agent.--(1) Processes served on the recognized agent of a
party shall be as effectual as it the same had been served on the party in
person, unless the Court otherwise directs.
(2) The
provisions of the service of process on a party to a suit shall apply to the
service of process on his recognized agent.
In the Companies Ordinance, 1984 the term
"officer" of the company has been defined as follows:--
2 (24) "Officer" includes any director or chief
executive, managing agent, secretary or other executive of the company ............... [underlining
is mine]
Section 48 of the Companies Ordinance
deals with service of documents on the company. It would be useful to
reproduce the said section:
Section 48: Service of documents on Company. A document
may be served on a company or an officer thereof by sending it to the Company
or officer at the registered office of the Company by post under a certificate
of posting or by registered post or by leaving it at the registered office of
the Company, [underlining is mine].
4. The petitioner
is admittedly a juristic person being a company limited by shares. It is
registered as a company with the Securities and Exchange Commission of Pakistan
under the provisions of the Companies Ordinance, 1984. It has its registered
office at Avari Towers Fatima
Jinnah Road, Karachi.
The said address has been provided by the Company to the Securities and
Exchange Commission of Pakistan
for service of notices process etc. Any process served at the said office shall
be deemed in law to be duly served, notwithstanding the fact where the company
runs its business.
5. Pleadings in
legal proceedings initiated on behalf of juristic persons can be signed by any
person (i) authorized to do so under the Articles of Association of the Company
or (ii) authorized by its board of directors through a resolution passed in a
duly convened meeting of such board or (iii) authorized to do so through a
general power of attorney issued under the authority of Board of Directors
given in a duly convened meeting of the Board.
6. Perusal of the
record indicates that a resolution of the Board of Directors of the petitioner
company was passed on 24.07.2003. It was resolved that a general power of
attorney be issued in favour of Mr. Amar Naseer, Company Secretary of the
petitioner. Such power of attorney was subsequently issued and registered with
the Registrar of Assurances at Karachi.
Vide Items No. 13, 14,15 and 16, the Company Secretary
of the petitioner was authorized to:--
13. To institute,
commence, prosecute, enforce, defend, answer, compromise, or oppose all
actions, suits, petitions, appeals, arbitration proceedings, and other legal
proceedings, actions and demands touching any matter in which the Company is or
may hereafter be party, interested or concerned; and also, if thought fit, to
compromise, withdraw, settle, refer to arbitration, mediation or conciliation,
submit to judgment or become non-suited in any such matters, and to file such
appeals and applications for review, revision or otherwise as the Attorney
shall think fit.
14. To accept
service of any writ of summons notice or other legal process and to appear and
represent the Company in any Court, tribunal authority commission or committee
and before all magistrates, judicial, municipal revenue or other officers
whatsoever as the Attorney may think fit.
15. To sign and
verify all plaints, written statements, affidavits, applications, answers,
submissions, petitions, claims, objections memoranda of appeal and petitions
and applications of all kinds and
to file or
submit them in
or before any
Court, tribunal authority commission or committee or
arbitrator. To give evidence before any Court, tribunal
authority commission or committee or office or arbitrator.
16. To appoint any legal practitioner, solicitor,
pleader, legal counsel or advocate to appear and act for the Company and to
represent the Company in any matter, and to sign and deliver letters of
authority and vakalatnamas in favour of such persons; and to revoke any such
appointment at any time at his pleasure. To appear as Legal Counsel/Attorney
before any Court for the Company or its affiliates and subsidiaries as and when
required.
7. For the purpose
of filing of the appeal, the address of the registered office of the company
given in the title of the appeal is ordinarily sufficient. However, if the
address of the factory/works of the appellant was required, the learned counsel
has pointed out that the same had been provided in Paragraph No. 2 of the
appeal.
8. In passing the
impugned order dated 26.10.2009, the aforesaid documents and their contents
appear to have escaped the notice of the learned Environmental Protection
Tribunal.
9. In view of the
above, this petition is accepted. The order dated 26.10.2009 passed by the
Environmental Tribunal, Lahore in the appeal titled "Unilever
Pakistan Foods Limited Vs. Environmental Protection Agency" is set aside.
The learned Environmental Tribunal shall now proceed to decide the appeal on
its merits.
(R.A.) Petition accepted.
