Import licence revalidation and margin money refund claims fail absent contractual or procedural entitlement.

Where a contract required only facilitation of licence use, and the governing import-control procedure did not contemplate a second revalidation, failure to seek that revalidation was not a breach. The respondent did not establish any entitlement under the applicable procedure, so the appellant was not obliged to pursue further revalidation. Where the agreement fixed the margin money as part of a composite bargain and contained no clause for pro rata refund, no proportionate repayment could be claimed merely because the licence was only partly utilised. The respondent's refund claim therefore failed, and the decree in its favour could not stand.

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Issues: (i) Whether the appellant was obliged to seek second revalidation of the import licence. (ii) Whether the appellant was liable to refund proportionate margin money to the respondent.

Issue (i): Whether the appellant was obliged to seek second revalidation of the import licence.

Analysis: The agreement required the appellant to facilitate operation of the licence, which meant enabling utilisation during its subsisting validity. The relevant import policy and procedure permitted revalidation only within the stated limits, and the materials showed that a second revalidation was not contemplated. The respondent, which asserted permissibility of a second revalidation, did not establish that such revalidation was available under the governing procedure.

Conclusion: The appellant was not obliged to seek second revalidation, and its refusal did not amount to breach.

Issue (ii): Whether the appellant was liable to refund proportionate margin money to the respondent.

Analysis: The agreement contemplated a fixed margin as the consideration for the transaction and did not provide for any pro rata refund based on partial utilisation of the licence. The transaction was not structured as an agency or service arrangement with payment linked to performance of imports, but as a composite bargain leaving utilisation to the respondent. In the absence of any contractual clause for refund, and in the absence of breach by the appellant, no claim for proportionate repayment could arise.

Conclusion: The appellant was not liable to refund any proportionate margin money.

Final Conclusion: The decree in favour of the respondent could not be sustained, and the suit was liable to fail on both the contractual obligation and refund claims.

Ratio Decidendi: Where a contract and the governing import-control procedure do not permit a second revalidation, failure to seek it is not a breach, and in the absence of an express contractual stipulation, proportionate refund of margin money cannot be claimed merely because the licence was only partly utilised.

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