Director vicarious liability under foreign exchange law requires specific pleadings and proof of control, not mere office.

Vicarious liability for foreign exchange contraventions cannot be fastened on company directors merely because of their office; the enforcing authority must plead and prove specific facts showing that the directors were in charge of and responsible for the company's business when the contravention occurred. On the record, there was no reliable evidence that the respondents participated in day-to-day affairs during the relevant period, and the distinction between executive control and non-executive directorship supported that result. Liability therefore could not be inferred from directorship alone, and the order declining to impose liability on the respondent directors was left undisturbed.

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Issues: Whether the directors could be fastened with vicarious liability for the alleged foreign exchange contraventions in the absence of specific pleadings and evidence showing that they were in charge of and responsible for the conduct of the company's business at the relevant time.

Analysis: The revision turned on the settled principle that liability of directors for company contraventions is not automatic. It can be imposed only where the enforcing authority pleads and proves specific facts showing that the concerned directors were in charge of, and responsible for, the conduct of the business when the contravention occurred. The record disclosed no reliable evidence to establish such role for the respondents, and the adjudication had already found that they were not involved in the day-to-day affairs of the company during the relevant period. The legal position relied upon also distinguished between executive control and the position of a non-executive director, and required proof rather than assumption of vicarious liability.

Conclusion: The respondents could not be held vicariously liable on the materials on record, and the adjudication order was not shown to suffer from any legal infirmity warranting interference.

Final Conclusion: The revision failed, and the order declining to impose liability on the respondent directors was left undisturbed.

Ratio Decidendi: Vicarious liability for company contraventions under foreign exchange law can be fastened on directors only on specific pleadings and proof that they were in charge of and responsible for the conduct of the company's business at the relevant time; absent such proof, liability cannot be inferred merely from directorship.

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