1995 PLP 963 (CLC)

On privatization of the Allied Bank of Pakistan, Mr. Khalid Latif, respondent No.1, according to Raees Azam Khan etc. writ petitioners, members of the Limited Banking Company, had usurped the office of the Chief Executive and had misused the same for gaining undue benefits for himself and for members of his family, warranting his prosecution under the relevant provisions of the Banking Companies Ordinance, 1992 [under section 83(1‑A)], and justifying his removal alongwith other `usurpers', in terms of section 41 (A) of the Ordinance. Pleading that it is the statutory duty of the State Bank of Pakistan to take cognizance of the matter, and alleging that there has been failure on its part in performance of such duty, a prayer has been made that a direction be issued to it to make a complaint in writing to this Court for trial of the delinquents/culprits under section

84. The writ petition was initially entertained on 5‑9‑1992.

2. Respondent No.1 submitted a detailed reply on .26‑9‑1992. By an amendment, State Bank of Pakistan was added as respondent No.24 in the writ petition and an order passed by the Governor, State Bank of Pakistan, on 4‑12‑1992, was placed or, record, following its impleadment. In his reply/parawise comments, Mr. Khalid Latif respondent No.1 has refuted the allegations levelled against him, maintaining that on the strength of his lopg career and outstanding performance in the field of banking, he had been nominated as the Chief Executive of the Board of Directors of A.B.L. and duly approved by the State Bank of Pakistan, in terms of the Federal Government Notification dated 12‑9‑1991. All the employees had all along enthusiastically associated themselves with the whole process. 7200 out of some 7500 employees had given him unconditional support, and under his able guidance and by dint of his illustrious services rendered to the cause of the Bank, there has been a tremendous progress in its achievements. In the words of Mr. Khalid Latif "he has promoted the policy of harmonized, responsive and productive relationship between the management and the staff, by cutting through all communication barriers, which invariably plague organizations". This policy, according to him, earned displeasure of certain members, including the petitioners, whose self‑assumed exuberance/role is diminishing day‑by‑day. He has drawn the attention of the court to legal proceedings launched against him, in quick succession, in the year 1992, enumerated as two writ petitions, two criminal originals and 5 civil originals, which have either been withdrawn or disposed of, before submission of his reply on 26‑9‑1992.

3. In his order dated 4‑12‑1992, Mr. IA. Hanif, Governor State Bank of Pakistan has said that the material placed before him by the petitioners has fully been considered but the conditions prescribed by the Law (section 41‑A) are not satisfied, entitling and empowering the State Bank to take action in the matter, as prayed for by the complainants. It is however to be noted that throughout the report/order, section 41‑A of " the Banking Companies Ordinance 1962 has been referred to, and it has also been said that the matter is sub judice in the High Court in Writ Petition No.2076 of 1992. Learned counsel for the petitioners has placed before me copy of another Writ Petition No.12952 of 1994, as also a copy of the initial order dated 18‑12‑1994, passed by my learned brother, Munir A. Sheikh J., allowing amendment in the writ petition and adjourning it to 22‑1‑1995. The prayer made in the said petition, covering 18 pages, is manifold. Nominated Directors of the Bank are sought to be directed to be regular in their attendance in the meetings of the Board of Directors, for the purpose of disposing of pending matters of vital character, concerning the Bank, and the Directors who are Government nominees, as also the State Bank of Pakistan, are also required to be injuncted to ensure their presence, as also attendance of the other executives, in the interest of smooth functioning of the Bank and as a part of performance of their legal obligations and statutory duties. There is another prayer made to the effect that the Privatisation Commission, Islamabad be asked to issue/float additional 25% shareholding of A.B.L. to the public, in accordance with the policy of privatization, and to make alternative arrangements, if those holding office presently fail to perform their duties in true sense. Obviously, thus, the prayers made in Writ Petition No.12952 of 1994 are not the same as are contained in the present writ petition.

4. Main emphasis of the Governor State Bank of Pakistan is on the failure of the aggrieved persons to place before him a detailed write‑up of the illegalities and irregularities, alleged to have been committed by Mr. Khalid Latif. Alleged abuse of mandate by the Chief (Mr. Khalid Latif), by having appointed himself as the President of the Bank and his nominees as the Directors, according to the Governor, is outside the ambit of section 41‑A. Evaluation of the performance under the present management, in comparison to the one under the previously nationalised management reveals that there has been no breach of fiduciary obligations, and no dereliction of dictates and demands of his high office by the Chief Executive. The matter, it is submitted, is also sub judice before this Court in Writ Petition No.207,6 of 1992.

5. In this regard, Dr. A. Basit, learned counsel for the writ petitioners has come out with an offer, by making C.M.No.3376/94 yesterday, stating that he is prepared to make another application to lodge another complaint with the State Bank, with incriminating evidence id concrete form, for action against the respondents. He maintains that he is in possession of the requisite evidentiary material which the petitioners have been prevented from producing, as they have not z1t all been associated with the proceedings of inquiry, if any, held by the Governor, State Bank of Pakistan. It is further pointed out that in writ petition No.12995/94, the Federal Government has taken up the position that an inquiry under section 40 of the Ordinance against Mr. Khalid Latif and other Directors is also under way. The inquiry has actually been concluded and the Federal Government is examining the inquiry report for necessary action. As already said, the contrary in the aforesaid writ petition is not exactly the same as is in issue in the instant petition.

6. In an earlier Civil Misc.(No.3340 dated 19‑12‑1994), Dr. Basit has said that the Federal Government has already taken a decision to remove all the private Directors of the Bank and requested that an interim direction be issued to suspend all of them and to appoint an interim Chief Executive, for the purpose of holding of an election to the Board of Directors, in accordance with the provisions of an agreement dated 9‑9‑1991. Manifestly, it is not for this Court to make such a direction, and that too in a premature manner. For the purpose, the State Bank of Pakistan itself may be approached, and if there is default in performance, of statutory duty, patent on record, on the part of the Government Body (namely the State Bank of Pakistan), the aggrieved people, if they are really wronged, and are not indeed actuated by malice and illwill, or are not prompted or propelled by vested interests or evil designs, may again approach this Court.

7. Since, as is implicitly spelt out from the order dated 4‑12‑1992, the Governor, State Bank of Pakistan has only been cognizant of the applications made under section 41‑A, and not of the complaints under section 83, and the grievance of the petitioners is that the Governor has not earlier applied his mind to the facts of the case and the nature of the allegations made, and has side‑tracked the whole issue, the petitioners would be at liberty to address such a complaint afresh, within 2/3 weeks, and the Governor would make a well considered, objective and honest determination, in accord with the larger interests of the Institution and the State, within a period of two months next. Writ petition need not be kept pending and stands disposed of in these terms. AA./R/167/ Order accordingly.