Company officer liability under foreign exchange law requires specific material showing responsibility, control, or personal involvement in contravention.

Criminal liability under company-related foreign exchange offences cannot be fastened on officers by designation alone; the complaint must specifically show that they were in charge of, and responsible for, the company's business or otherwise personally implicated in the contravention. Where the remittance was made through an authorised dealer bank, liability does not automatically shift to company officers unless the material shows that they controlled or directed the transaction. Absent concrete averments of connivance, abetment, or personal gain, prosecution is unsustainable and amounts to abuse of process.

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Issues: (i) Whether the petitioners, being officers of the company, could be treated as persons in charge of and responsible for the conduct of its business so as to attract liability under Section 68 of the Foreign Exchange Regulation Act, 1973. (ii) Whether the petitioners could be held liable for the foreign exchange remittance made by the State Bank of India as authorized dealer under the Foreign Exchange Regulation Act, 1973. (iii) Whether the complaint disclosed any material showing connivance, abetment, or personal gain by the petitioners in the impugned transaction.

Issue (i): Whether the petitioners, being officers of the company, could be treated as persons in charge of and responsible for the conduct of its business so as to attract liability under Section 68 of the Foreign Exchange Regulation Act, 1973.

Analysis: The complaint contained only vague and general assertions that the officers were liable and responsible for the company's work. No specific material was produced to show that each petitioner was in charge of, or responsible for, the day-to-day conduct of business at the relevant time. The company's governing documents indicated that the relevant operational authority lay with the Managing Director and Executive Director, and the material on record did not establish delegated responsibility in favour of the petitioners. In the absence of the essential ingredients required for vicarious criminal liability, mere designation as an officer was insufficient.

Conclusion: The petitioners could not be treated as liable under Section 68 of the Foreign Exchange Regulation Act, 1973 merely by virtue of their office.

Issue (ii): Whether the petitioners could be held liable for the foreign exchange remittance made by the State Bank of India as authorized dealer under the Foreign Exchange Regulation Act, 1973.

Analysis: The remittance was effected through the State Bank of India, which was the authorized dealer under the statutory scheme. The record did not show that the petitioners themselves had controlled the remittance process, nor that they had issued any operative instructions to the bank or exercised legal authority over the bank's compliance with Reserve Bank directions. The statutory framework placed the relevant compliance obligations on the authorized dealer, and the materials before the Court did not justify fastening liability on the petitioners for the bank's acts.

Conclusion: The petitioners could not be held liable for the remittance made by the State Bank of India as authorized dealer.

Issue (iii): Whether the complaint disclosed any material showing connivance, abetment, or personal gain by the petitioners in the impugned transaction.

Analysis: The complaint did not contain concrete averments or supporting material showing that the petitioners connived with the bank officials, abetted the transaction, or derived any monetary or other benefit. The contemporaneous material, including the other investigation referred to in the judgment, did not attribute any direct role to the petitioners. In the absence of specific allegations connecting them to the alleged contravention, continuation of the prosecution would amount to abuse of process.

Conclusion: No material existed to sustain allegations of connivance, abetment, or personal gain against the petitioners.

Final Conclusion: The complaint and summoning order were quashed for want of the statutory ingredients necessary to sustain criminal prosecution against the petitioners, and the proceedings against them were brought to an end.

Ratio Decidendi: In prosecutions based on company liability, criminal responsibility cannot be fastened on officers unless the complaint and supporting material specifically show that they were in charge of and responsible for the company's conduct of business or that they consented to, connived in, or were otherwise personally implicated in the contravention.

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