IN THE SUPREME COURT OF PAKISTAN 
(APPELLATE JURISDICTION) 
 
 
PRESENT: 
MR. JUSTICE UMAR ATA BANDIAL 
MR. JUSTICE SAJJAD ALI SHAH 
MR. JUSTICE SAYYED MAZAHAR ALI AKBAR NAQVI 
 
 
CIVIL PETITIONS NO.2021-L TO 2025-L OF 2015 
(On appeal against the judgment dated 17.06.2015 
passed by the Lahore High Court, Lahore in WTA Nos. 
189 to 193/2003) 
 
 
M/s Liberty Car Parking (Pvt.) Ltd. through its Director  
 
…Petitioner(s) 
(In all cases) 
VERSUS 
Commissioner Inland Revenue (Ex-Commissioner of Income Tax / 
Wealth Tax), Lahore etc. 
 
…Respondent(s) 
(In all cases) 
 
For the Petitioner(s): 
Mian Ashiq Hussain, ASC 
(Through video link from Lahore) 
 
 
For the Respondent(s): 
Mr. Amir Malik, ASC 
 
 
Date of Hearing: 
15.12.2020 
… 
JUDGMENT 
 
 
 
SAYYED MAZAHAR ALI AKBAR NAQVI, J.- Through 
these petitions, the petitioner has challenged the impugned 
judgment dated 17.06.2015 whereby the Wealth Tax Appeals filed 
by the petitioner were dismissed and the order of the Income Tax 
Appellate Tribunal, Lahore, dated 09.05.2003 was maintained.  
2. 
 
Briefly stated the facts of this case are that in response 
to Notice under Section 17 of the Wealth Tax Act, 1963, returns of 
wealth tax were filed by the petitioner for five years commencing 
from 1993-94 to 1997-98 declaring ‘nil’ wealth. Since the petitioner 
had set up car parking on the area adjacent to plaza in the same 
premises, the Notice issued by the Wealth Tax Officer relates to 
CIVIL PETITIONS NO.2021-L TO 2025-L OF 2015 
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declaration qua the market value of the car parking attached with 
the aforesaid plaza. The said car parking was leased out by LDA to 
the petitioner initially for a period of 50 years. The Notice issued by 
the petitioner was replied with the stance that as the said car 
parking area is on lease, therefore, the petitioner is not liable to 
charge of wealth tax. However, the Assessing Officer vide a 
consolidated order dated 26.12.1998, assessed the car parking of 
the petitioner on the basis of cost appearing in the balance sheet. 
Feeling 
aggrieved, 
the 
petitioner 
filed 
appeals 
before 
the 
Commissioner Appeal Zone II, Lahore, who vide order dated 
07.02.2000 vacated the assessments for the years 1993-94 to 
1995-96 and set aside the assessments for the years 1996-97 and 
1997-98 for de novo action. Against this order, both the parties 
preferred appeals before the Income Tax Appellate Tribunal, 
Lahore. 
The learned Appellate 
Tribunal vide order dated 
09.05.2003 while holding that the method of valuation adopted by 
the assessing officer for assessing value of petitioner’s immovable 
property was not justified, remanded the case back to him, to pass 
a fresh order after hearing the petitioner and examining the 
evidence produced by the petitioner. This led to filing of Wealth Tax 
Appeals by the petitioner before the Lahore High Court, Lahore. 
The learned High Court vide impugned judgment dismissed the 
appeals on a technical ground that the appeals filed by the 
petitioner should have been accompanied by a resolution of the 
Board of Directors, authorizing the Chief Executive of the Company 
to file the appeals and as the same was not done, the appeals were 
held not maintainable. Hence, these petitions seeking leave to 
appeal.  
CIVIL PETITIONS NO.2021-L TO 2025-L OF 2015 
- 3 -
3. 
 
Learned counsel for the petitioner, who appeared 
through video link from Lahore, has inter alia contended that the 
case of the petitioner is covered under the charging section 
because it had lease hold rights and the same cannot tantamount 
to ownership; that instead of deciding this question, the learned 
High Court dismissed the appeals on technical grounds by holding 
that the appeals have not been accompanied by a resolution of the 
Board of Directors, authorizing the Chief Executive of the Company 
to file the appeals; that the right of an assessee to file appeal to 
High Court could not be nullified by reference to general law like 
the Companies Ordinance, 1984 or CPC; that the appeals being 
continuation of assessment proceedings were exclusively governed 
by the special provisions of Wealth Tax Act, 1963; that subjecting 
tax appeals to CPC or Company law will lead to unjustified 
consequences of hampering smooth functioning of tax proceedings 
and that the learned High Court has misread and misplaced the 
law, therefore, the judgment passed by the High Court is liable to 
be set aside.  
4. 
 
On the other hand, learned counsel for the respondent 
has mainly contended that the order of the learned High Court is 
well reasoned and based upon the proper appreciation of law and 
the same cannot be disturbed through these petitions.  
5. 
 
We have heard learned counsel for the parties and 
have perused the case file as also the relevant law. 
6. 
 
The main issue involved in the present petitions is 
whether the learned High Court has rightly dismissed the appeals 
filed by the petitioner before it on the technical ground that they 
were not accompanied by a resolution of the Board of Directors, 
CIVIL PETITIONS NO.2021-L TO 2025-L OF 2015 
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authorizing the Chief Executive of the Company to file the appeals. 
Before proceeding further, it would be in order to reproduce the 
relevant paragraph of the impugned judgment, which reads as 
follows:-:- 
“5. 
………………….. We must bear in mind that a 
company is a juristic person and the normal functions of the 
corporate affairs of the company are regulated and 
conducted by the Board of Directors duly constituted under 
the Companies Ordinance, 1984. The company, therefore, as 
a person acts through its Board of Directors. It is trite 
principle that any acts which any officer of the company is to 
perform, shall be performed on the authorization of the Board 
of Directors of the company and by no other means. Unless 
the Board of Directors by a proper resolution authorizes the 
doing of an act, no officer of the company can undertake the 
act which will be ultra vires otherwise. In the instant case, 
admittedly the resolution of Board of Directors authorizing 
the chief executive to file the instant appeal has not been 
placed on the record and, therefore, it will be presumed that 
there was no authorization in favour of the chief executive to 
file the instant appeal.”  
 
7. 
 
The learned High Court while knocking out the 
petitioner mainly observed that the company is a juristic person 
and its functions are regulated and conducted by the Board of 
Directors and the company acts through its Board of Directors. 
The Court further held that any officer of the company shall 
perform any act only on the authorization of the Board of Directors 
and by no other means and the same shall be by a proper 
resolution. We may observe that by now the law has been well 
settled. This Court in Rahat and Co. Vs. Trading Corporation of 
Pakistan (PLD 2020 SC 366) has categorically held that a company 
is a juristic entity and it can duly authorize any person to sign the 
plaint or the written statement on its behalf and this would be 
regarded as sufficient compliance with the provisions of Code of 
Civil Procedure. It has also been held that a person may be 
expressly authorized either by the Board of Directors or by a power 
CIVIL PETITIONS NO.2021-L TO 2025-L OF 2015 
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of attorney. However, in absence thereof and in cases where 
pleadings have been signed by one of its officers, the same can be 
accredited by the company by express or implied action. It would 
be advantageous to reproduce the relevant portion of the said 
judgment. The same reads as under:- 
       "10. It cannot be disputed that a company like the 
appellant can sue and be sued in its own name. Under 
Order 6 Rule 14 of the Code of Civil Procedure a pleading 
is required to be signed by the party and its pleader, if 
any. As a company is a juristic entity it is obvious that 
some person has to sign the pleadings on behalf of the 
company. Order 29 Rule 1 of the Code of Civil Procedure, 
therefore, provides that in a suit by against a corporation 
the Secretary or any Director or other Principal Officer of 
the corporation who is able to depose to the facts of the 
case might sign and verify on behalf of the company. 
Reading Order 6 Rule 14 together with Order 29 Rule 1 of 
the Code of Civil Procedure it would appear that even in 
the absence of any formal letter of authority or power of 
attorney having been executed a person referred to in Rule 
1 of Order 29 can, by virtue of the office which he holds, 
sign and verify the pleadings on behalf of the corporation. 
In addition thereto and de hors Order 29 Rule 1 of the 
Code of Civil Procedure, as a company is a juristic entity, it 
can duly authorise any person to sign the plaint or the 
written statement on its behalf and this would be regarded 
as sufficient compliance with the provisions of Order 6 
Rule 14 of the Code of Civil Procedure. A person may be 
expressly authorised to sign the pleadings on behalf of the 
company, for example by the Board of Directors passing a 
resolution to that effect or by a power of attorney being 
executed in favour of any individual. In absence thereof 
and in cases where pleadings have been signed by one of 
its officers a Corporation can ratify the said action of its 
officer in signing the pleadings. Such ratification can be 
express or implied. The Court can, on the basis of the 
evidence on record, and after taking all the circumstances 
of the case, specially with regard to the conduct of the 
trial, come to the conclusion that the corporation had 
ratified the act of signing of the pleading by its officer." 
(Underlined is to provide emphasis) 
 
8. 
 
We have been informed that although the appeals filed 
before the High Court were not authorized by Board of Directors by 
proper resolution but they were duly signed by the Chief Executive 
Officer of the petitioner company. According to Section 2(18) of the 
Wealth Tax Act, 1963, the definition “Principal officer" is used with 
CIVIL PETITIONS NO.2021-L TO 2025-L OF 2015 
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reference to a company, means the secretary, manager, managing 
agent or managing director of the company, and includes any person 
connected with the management of the affairs of the company upon 
whom the Deputy Commissioner has served a notice of his intention 
of treating him as the principal officer thereof. The definition of 
‘principal officer’ clearly shows that the Chief Executive Officer of 
the petitioner company is the principal officer and if he had signed 
the appeals before the High Court, the same would be accorded as 
express ratification by the company. In this view of the matter, the 
learned High Court ought to have decided the appeals on merits 
and not on technical grounds.  
9. 
 
For what has been discussed above, we are of the 
considered view that the impugned judgment of the High Court is 
not based on the proper appreciation of law. Consequently, we 
convert these petitions into appeals, set aside the impugned 
judgment and remand the case back to the High Court to decide 
the appeals filed by the petitioner afresh in accordance with law.   
 
 
 
 
JUDGE 
 
 
 
JUDGE 
 
 
 
JUDGE 
Islamabad, the 
15th of December, 2020 
Approved For Reporting 
Khurram 
