Pending foreign exchange revision, corporate vicarious liability and revisional limits on evidence-based findings were clarified.

Pending revision proceedings under the repealed foreign exchange law were preserved by the saving provisions in the successor exchange management regime and did not abate on repeal. In corporate contravention matters, vicarious liability could not be fastened on directors alone where no effective proceedings were taken against the company as the principal entity; the proceedings were therefore unsustainable on that footing. A revisional tribunal also could not reverse adjudication orders by drawing factual inferences or relying on materials not properly supported by the record. On this reasoning, the adjudication orders were restored and the contrary appellate decision was set aside.

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Issues: (i) whether a revision petition filed under the repealed foreign exchange law survived and could continue after the coming into force of the new exchange management law; (ii) whether proceedings under the company-liability provision could be sustained against directors when the companies themselves had not been proceeded against; and (iii) whether the appellate tribunal acted within revisional jurisdiction in reversing the adjudication orders on the basis of materials and inferences not properly supported by the record.

Issue (i): whether a revision petition filed under the repealed foreign exchange law survived and could continue after the coming into force of the new exchange management law

Analysis: The saving provision in the new enactment, read with the general saving clause, indicated that pending revision proceedings under the former law were not intended to abate on repeal. The legislative scheme preserved such proceedings where they had been instituted within the sunset framework and there was no express destruction of the pending remedy. The objection based on repeal and continuation was therefore rejected.

Conclusion: The revision petitions were held to be maintainable and their continuation was upheld.

Issue (ii): whether proceedings under the company-liability provision could be sustained against directors when the companies themselves had not been proceeded against

Analysis: The contravention, if any, arose from transactions carried out through the corporate entities, yet no effective proceedings were initiated against the seller or the buyer companies. The notices and adjudication were directed only against the directors in their individual capacity. Applying the principle that vicarious liability cannot be fastened unless the principal offender is proceeded against, the entire foundation of the proceedings was found defective.

Conclusion: The proceedings against the directors alone were held unsustainable in law.

Issue (iii): whether the appellate tribunal acted within revisional jurisdiction in reversing the adjudication orders on the basis of materials and inferences not properly supported by the record

Analysis: The tribunal's conclusion rested on conflicting statements, an unverified declaration, and assumptions as to market value that were not established on the record before it. It also overlooked the effect of the income tax authority's determination and travelled beyond the bounds of revisional scrutiny by making factual inferences unsupported by evidence properly before it. The adjudication orders had proceeded on the absence of reliable proof, and that approach was not shown to be erroneous.

Conclusion: The tribunal's reversal of the adjudication orders was not sustainable.

Final Conclusion: The adjudication orders exonerating the noticees were restored, the appellate tribunal's contrary decision was set aside, and the appeals succeeded with consequential refund and discharge reliefs.

Ratio Decidendi: Where a repealing statute preserves pending proceedings, those proceedings continue; but in corporate contravention cases, vicarious liability against directors cannot be sustained unless the company itself is proceeded against, and a revisional forum cannot overturn findings by relying on facts or assumptions beyond the record.

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