P L D 2001 Lahore 527 (PLP)

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3. The matter was discussed in length. Finally, both the parties mutually agreed that the membership fee and annual subscription will be reduced up to Rs.5,000 and Rs.20,000 respectively, subject to the condition that the complainants will provide minimum 40 members for membership. The Chairman of the Association with the approval of the Executive 'Committee will grant them membership. Necessary amendments in the Memorandunl and Articles of Association will be made after the settlement of the issue and will be furnished to the D. T. O. for approval.

4. Secretary of the Association is, therefore, directed to take necessary action in the matter under intimation to this Ministry." ?

5. The direction contained in letter dated 22‑6‑1999 restraining the petitioner association from announcing its schedule of elections and the direction requiring the petitioner association to amend its Articles of Association with the object of reducing the membership fee and annual subscription, have been impugned in the present petition.

6. Learned counsel for the petitioner, firstly, contended that the persons, who had represented the petitioner association at the meeting held on 3‑7‑1999, had not agreed to the proposal to reduce the membership fee nor were they empowered to do so. For reasons discussed below, this contention of learned counsel, even if accepted, has no material bearing on the decision of this case. The point in issue remains as to whether or not the Government, which had issued the two impugned letters, had the power to direct the petitioner association to amend its Articles of Association for the purpose of reducing the membership fee and annual subscription.

7. The principal contention of the petitioner association, as set out in the body of the writ petition and as argued by its learned counsel, is that the petitioner is a company, having its own regulatory framework as set out in its Memorandum and Articles of Association. On this basis, learned counsel for the petitioner contended that membership of the association could only be increased in accordance with the regulations, set out in the aforesaid Memorandum and Articles of association, including the requirement for payment of the membership fee and annual subscription, set out in Article 8 of the Articles of Association. According to him, even the private respondents, who had raised a grievance before the D.T.O., were entitled to become members of the petitioner association if they complied with the requirements of the Articles of Association. Learned counsel for the petitioner argued that the D.T.O., could not direct the petitioner to amend its Articles of Association as this would amount to interference in the internal management of the petitioner association. It was also argued that the memorandum and Articles of Association of the petitioner could only be changed by the General Body Meeting of the Association and not by a direction issued by the D.T.O.

8. The learned D.A.‑G., however, contended that the two impugned letters had been issued by the Government, which was empowered under the provisions of section 8 of the Trade Organizations Ordinance to require any trade organization such as the petitioner to amend or otherwise modify its Memorandum and Articles of Association. Such direction could be made by the Government, notwithstanding anything contained in the Memorandum or Articles of Association pr in any other law in force, including the Companies Ordinance. The contention of the learned Deputy Attorney‑General does appear to be well‑founded because the provisions of section 8 of the Ordinance, referred to by him, are very clear and empower the Government to direct a trade organization, licensed by it, to amend its Memorandum and Articles of Association notwithstanding any disagreement on the part of such trade organization.

9. Learned counsel for the petitioner did not have any valid argument to rebut the submissions made by the learned Deputy Attorney‑General. He merely referred to the provisions of section 9 of the Ordinance the said section relates only to the powers of the D.T.O., and not to the powers of the Government which have been separately provided for by section 8 of the Trade Organizations Ordinance. Learned counsel for the petitioner also referred to the case titled Mian Ijaz Iqbal, etc. v. Faisalabad Chamber of Commerce and another PLD 1983 Lah. 1 in support of his contention I have gone through the cited precedent. The relief prayed ‑for in the said case, inter alia, sought directions against the Director, Trade Organizations in respect of his powers under section 9 of the Trade Organizations Ordinance. The circumstances of that case, as such, are not relevant for the purposes of the present petition because the actions impugned herein are those of the Government and not of the D.T.O.

10. Although neither the learned counsel for the petitioner nor the learned Deputy Attorney‑General have referred to the contents of the licence dated 15‑2‑1995 issued to the petitioner association or to the contents of the Memorandum of Association of the petitioner, I find the said two documents to be directly relevant to the matter in contention. The very basis of the petitioner's existence is the aforesaid licence. No association or trade organization can be set up without a licence from the Government. Furthermore, the existence of the petitioner association precludes the establishment of any other association of pipe manufacturers. The aforesaid licence itself expressly stipulates that it has been granted subject to such conditions and regulations as the Government may think fit to impose from timed to time which shall be binding on the association and shall, "if the Federal Government so directs, be incorporated in the Articles and Memorandum of the said Association or in one of those documents". Furthermore, clause 4 of the petitioner's Memorandum of Association provides that "amendments to the Memorandum and Articles of Association will be made when required by the Government in public interest".

11. The above‑quoted provisions of the licence and of the petitioner's Memorandum of Association are clearly binding on the petitioner and have to be adhered to by it. In fact learned counsel for the petitioner has himself argued that the petitioner is bound by its own Memorandum and Articles of Association. In these circumstances, the aforesaid provisions of the licence and of the Memorandum of Association are conclusive of the matter agitated in the present writ petition. The petitioner association cannot, under any legal principle, be allowed to deny the right of the Government to require it to amend its Memorandum and Articles of Association considering that the petitioner's own constitutive documents and its licence require it to abide by the directions\of the Government in this behalf.

12. There is no averment in the writ petition nor was any argument raised by learn counsel for the petitioner that the directions issued by the Government are not in the public interest. On the contrary, the learned Deputy Attorney‑General argued that the objectives of the Trade Organizations Ordinance as well as the objects set out in the petitioner's own Memorandum of Association would be served if the membership of the petitioner association were expanded. This much is also clear from the letter dated 10‑9‑1998, which was addressed by the Secretary of the petitioner association to the D.T.O. a copy of which has been filed with the reply to the petition submitted by the D.T.O. This letter clearly states that the petitioner association will welcome other pipe manufacturers from all over the country to get membership of the association as this will help promote the causes for which the association came into being. The learned Deputy Attorney‑General argued that the petitioner had been set up with seven members and despite the lapse of more than six years since its incorporation, the membership had only increased up to ten. According to him, the failure of the petitioner to expand its membership was, in large measure, a result of the excessive membership fee and annual subscription provided for in the Articles of Association. The contentions of the learned Deputy Attorney? General in this behalf have merit and are also manifested by the grievance, which has been raised by the private respondents. In any event, as noted above, there is not even the remotest suggestion in the writ petition nor was any urged by learned counsel for the petitioner during arguments, that the direction issued by the Government vide letter dated 9‑7,1999 was not ire the public interest.

13. At this juncture, it is also important to note that only one trade association can be set up on an all‑Pakistan basis in respect of any one industry. As such, in the presence of the petitioner association, it is not open to the private respondents to establish a parallel trade organization on their own. Some of the important functions of a trade organization and, in particular, the petitioner association, have been set out in its letter-dated 10‑9‑1998, referred to above. According to the said letter, Government departments, agencies and institutions seek the suggestions Of trade associations before framing Government policies and this has also been the case, in respect of the petitioner association, with Pakistan Steel Similarly, the petitioner association also formulates and sends its suggestions to the Export Promotion Bureau, the Central Board of Revenue, Gas Companies, the Ministry of Petroleum and Natural Resources, the Ministry of Industries and Production and Pakistan Steel. It is thus obvious that the limited members of the petitioner association (to the exclusion of non‑members such as the private respondents) act as the mouthpiece of the entire industry even though a substantial portion of the industry is neither represented it the association nor has it any means of having its views considered by the petitioner association.

14. In the above‑referred circumstances, the directions!' contained in the two impugned letters issued by the Government are eminently reasonable, fair and equitable. Furthermore, as noted above, even according to the stance adopted by the petitioner itself, increased membership of the petitioner association, which is aimed at by the impugned directions, will help promote the causes for which the association came into being. The petition, as such is without force.

15. The learned Deputy Attorney‑General also advanced an argument based on the provisions of Article 18 of the Constitution to support the action taken by the Government. However, it is not necessary for me to consider such argument because the discussion and conclusions above are sufficient to decide this petition.

16. As a result of the foregoing discussion this writ petition is dismissed. It is declared that the Government is fully empowered to direct the petitioner association to amend its Memorandum and Articles of Association and the petitioner is bound by such directions even though it may not agree with the same. M.B.A./P‑48/L ?????????? Petition dismissed.