1998 PLP 314 (CLC)

(b) in the interest of the depositors; or (c) in order to secure the proper management of the banking company; or (d) in the interest of the banking system of the country as a whole, it is necessary so to do, the State Bank may prepare a scheme‑‑ (i)

not relevant

(ii) for the amalgamation of the banking company with any other banking institution (in this section referred to as "the transferee bank"). (5) the scheme aforesaid may contain for all or any of the following matters, namely:‑‑ (a)

not relevant

(b) in the case of amalgamation of the banking company the transfer to the transferee bank of the business properties, assets and liabilities of the banking company on such terms and conditions as may be specified in the scheme; (c) to (1) not relevant

" Section 47(12) of the Banking Companies Ordinance provides that "Copies of the Scheme or of any order made under subsection (11) shall be laid on the table of Legislature as soon as may be, after the scheme has been sanctioned by the Federal Government or as the case may be, the order has been made. " Thus, it is clear that the law has authorised the State Bank of Pakistan after obtaining permission from the Federal Government to proceed, as deemed appropriate to the facts of the case, under the Rules. As mentioned herienabove, the State Bank of Pakistan did obtain permission from the Federal Government, prepared the Amalgamation Scheme which was approved and action was taken accordingly. The merger of the three branches of BCCI was effected with the HBL and were later taken over by its subsidiary the Habib Credit and Exchange Bank Limited, the present applicant. Now the next question which arises is whether the provisions of section 47(12) have been complied with or not. The applicant had filed a letter dated 3‑1‑1994 addressed to the Government of Pakistan, Islamabad forwarding the copy of the Scheme of Amalgamation to be laid before the Legislature to fulfil the statutory requirements in terms of section 47(12) of the Banking Companies Ordinance, 1962. Since this letter did not confirm if the Scheme of Amalgamation was laid before the Legislature or not the applicants were directed to confirm the same. In response to this direction a photo copy of letter dated 12‑10‑1995 written by the Government of Pakistan, Finance Division addressed to the applicant was placed on record which indicates that the copies of amalgamation Scheme were placed on the table of the Legislature by the Government on 1‑8‑1994. The wordings of section 47(12) of the Ordinance very clearly indicate the intention of the law‑makers that the instrument is "to be laid on the table of the Legislature" and no more indicating that it is a directory provision. In Halsbury's Laws of England, Fourth Edition, Vol. 44 at para. 995 it has been described as under:‑‑ "

995. Instruments subject only to laving before Parliament.‑‑Many statutes conferring legislative powers provide that instruments made in exercise of them are to be laid before Parliament, or, sometimes, the House of Commons alone after being made, but do not subject them to any further procedure. Before 1948, the effect of such a provision was in every case a matter of consideration. It might be provided that an instrument was not to come into operation until the expiry of a specified period after laying; but no more was normally required than that it be laid, or laid forthwith or as soon as may be or laid within a specified period, and in these cases, unless the contrary intention clearly appeared, the provision would be held directory rather than mandatory, failure to lay the instrument at all or within the time specified in no way affecting its validity. " In the case of Surraya Begum (supra) relied upon by the plaintiff, it was held as under:‑‑

"Order 22, rule 10, C.P.C. is a permissive provision which enables the assignee to continue the suit in place of the assignor. The assignee need not bring himself on record, if he feels that his interest is being protected by his assignor, in which case the decision for or against his assignor would be binding upon him. The suit in such a case would be treated as continuing for the benefit of the assignee, who can, after the decree is passed, file executive proceedings. It is only when the assignee feels that his interest is in jeopardy and not likely to be protected by the assignor, that he can apply to become either a party under Order 1, rule 10, C.P.C. (See Ameer Muhammad v. Jiwanlal) AIR 1952 M.B. 154 or to be substituted for his assignor under Order 22, rule 10, C. P. C.". As such, the Hon'ble Supreme Court has held it to be a permissive provision. It is for the assignee to decide as to when it feels that its interest is/or I will not be protected and to apply for substitution. What the Court to such cases has to see is that the assignment complies with all the legal provisions. Mr. Iqbal Ahmed has submitted that the assignor (BCCI (Overseas) Limited) has gone into liquidation and cannot look after the interests of the assignee (Habib Credit and A Exhange Bank Ltd.). In the instant case the assignee waited till the formalities were complied with and when it felt that the assignor will not be able to look after the interests of the assignee in a manner that the assignee itself can do, it applied for the substitution of the name. In my opinion, the applicant is entitled to substitution of their names in place of the defendant No. 1 on the title of the plaint and elsewhere in the plaint as prayed. In view of the above, this application is allowed as prayed. Amended title page to be filed within two weeks. Civil Miscellaneous Application No.2902 of 1993 stands disposed of. A.A./S‑104/K Application accepted.