Judgment The petitioner, Bestobell India Ltd., (hereinbefore referred to the said Company) is a public Company within the meaning of the Companies Act, 1956. Prior to March, 1972 the said Company was a wholly owned subsidiary of Bestobell Ltd., U.K., a Company incorporated according to the provisions of the English Companies Act having their registered office at Stock House, Stoke Poges, Slough, Bucks, U.K. 2. The respondent No. 2 Shri T.K. Padmanabhan, against whom the rule has been discharged for non-compliance with the Court's orders dated 6th June, 1977, at the material time was the Joint Controller, Exchange Control Department of the Reserve Bank of India, respondent No.1. It has been stated that prior to the police issue of its shares in December, 1971, with the approval of the respondent No.1, the said Company from time to time, made applications for remitting administrative charges upto 30th June, 1970 to Bell Asbestos & Engineering Ltd., and those applications were made to the Exchange Control Department of the Reserve Bank of India. It is the further case of the said Company that remittances as required, were made by them for she several years passed and more particularly, till December 1971. It is also their case that on receipt of the applications the authorities concerned granted unqualified and unconditional approvals to them for remitting administrative charges from India to the companies as mentioned above in U.K. The said Company has further alleged that on the basis of such unqualified or unconditional approvals, remittances of administrative charges were made by them to the concerned British Companies from the period as mentioned above. They have further stated that in their Income-Tax returns they duly claimed deductions in respect of the concerned remittances for the administrative charges and such deductions were granted by the Income-Tax Department for the assessment year upto 1970-71. The financial years of the said Company have been stated to have been ended on 30th June 1970 and 30th June, 1971, when they were wholly owned subsidiary of Bestobell Ltd., U.K. It has been further stated that the said Company duly obtained the unconditional approval of the respondent No. 1, its mentioned above, for remitting to the concerned English Companies, administrative charges for the years as maintained above. In fact, it is states that the said respondent No. 1 gave unconditional approvals to remit £6075 for the period as mentioned above and pursuant to such approvals, they duly remitted £3275 as administrative charges for the financial year ended 30th June, 1970 and £2800 for the other financial year ended on 30th June, 1971, to the concerned English Companies, who accepted such remittances and duly appropriated them to their own use and account. 3. It appears that for the two financial years 30th June, 1970, and 30th June, 1971, administrative charges as aforesaid and as remitted were disallowed by the Income-Tax Officer although such permitted deductions were claimed by the said company in their return. Such orders of disallowed was made by orders dated 7th February 1975 and 10th February, 1975 by the Income-Tax officer D-Ward Company Dist. V, and subsequently, as payment for a further sum of Rs.48,472/- as tax in respect of the assessment year 1971-72 was demanded. These orders by the Income-Tax officer concerned, have been claimed by the petitioner to be wrongful. The said company, admittedly preferred an appeal to the Appellate Assistant Commissioner, from the order of deduction as mentioned above and the payment as made, has been stated to have been kept in abeyance under section 220 (6) of the Income-Tax Act, 1961, till the disposal of the concerned appeal, which has also been stated to be pending. 4. Equivalent amount in terms or money for £3275 would be Rs.58,950/- and that of £2800 would be Rs.50,400/- and the said Company has claimed that the action of respondent No. 1 dated 23rd April, 1975, asking for repatriation to India, the amount as mentioned hereinbefore, which were duly remitted, to be wrongful and illegal. In fact in this Rule, the said Company has challenged the validity bonafide or otherwise of such order. It is their case that when the amounts as involved, have been duly remitted to the English Companies in terms of the permission as granted on due applications being made, such order, to have the amount repatriated on the grounds as mentioned in the order itself was unauthorised, improper, irregular and bad, apart from being without jurisdiction. It is their case that when the amounts as involved, have been duly remitted to the English Companies in terms of the permission as granted on due applications being made, such order, to have the amount repatriated on the grounds as mentioned in the order itself was unauthorised, improper, irregular and bad, apart from being without jurisdiction. From a reference to the impugned order, it would appear that the permissions to remit the amount as involved, towards Head Office expenses for the yean ended 30th June, 1970 and 30th June, 1971, have been admitted but the subsequent repatriation has been directed, as it was found that the Income-Tax Officer concerned, during assessment, added them back as inadmissible. It has also been mentioned in the impugned order that the said company was aware of the facts that the remittances as involved, were allowed on the specific condition that they would produce as soon as the assessment was over, the Income-Tax Officer's assessment orders, proving that the amounts had been allowed at charge on the Indian income of the said Company and the claim for repatriation was also made as it was found that such Head Office expenses, have been disallowed by the Income-Tax authorities. Apart from the claims to the invalidity of the impugned order, the same has also been claimed to be arbitrary, illegal and malafide. The claim of the respondent No.1 as mentioned hereinbefore, was further reiterated through and depicted in the letter dated 26th July 1975 in Annexure-C and in the said communication, it has further been pointed out that in case of non compliance with the directions as given within a stipulated time, serious notice would be taken. 5. The return to the Rule by the respondent concerned is dated tat February, 1977 and has been filed through Vasant Shivhat Hattangadi, Joint Controller, Exchange Control Department of Reserve Bank of India. This deponent has stated that no interference in the connected proceeding should be made as the determinations would require initiation of enquiries into disputed questions of fact and the application is full of suppression of material facts. That apart, the application has been claimed to be malafide, harassing and speculative. It has also been claimed that since, by the impugned orders, no final order has been made or passed, interference by this Court, would not also be appropriate at this stage. 6. That apart, the application has been claimed to be malafide, harassing and speculative. It has also been claimed that since, by the impugned orders, no final order has been made or passed, interference by this Court, would not also be appropriate at this stage. 6. It is the further case of the said deponent that the said Company applied to the Reserve Bank of India, for remitting a sum of £3275, by way of administrative charges for the year ended June 30th 1970 and for remitting such amount to the foreign Company known as Bells Asbestos & Engineering Ltd. He has also stated that similar application for remitting £2800, by way of such charges for the year ended 30th June 1971, was also made and those application were allowed by the Bank, according to policy in regard to the remittance towards expenses incurred for running the Indian Branches and or wholly owned subsidiaries of foreign Companies. The deponent has stated that such policy was followed up to 1973 and applications for remittances of Head Office expenses were approved, provided a certificate from the Income-Tax Officer concerned or the original assessment order, was produced to show that the amount claimed to be remitted, had been admitted by the Income-tax Officer as expenses legitimately chargeable to the revenue of the Indian Branch of wholly owned subsidiary before assessment of tax. It is the case of this deponent that some time Income-tax assessments for the relevant years were not completed before the applications were made for the necessary remittances. In such cases, an alternative was given to the applicants, for avoiding hardship and by way of concession to the effect at the applicants could produce a certificate from the auditors, certified inter alia that the administrative expenses remittable to the Head Office amounted to a certain sum to be specified by the auditors and that the administrative expenses similarly calculated had in the past been accepted for the purpose of incomes tax assessment, as an expenditure, legitimately chargeable to the revenue of the Indian Branch. It has been stated by the deponent that from the year 1973 onwards, the amount by way of administrative expenses were allowed to be remitted, only on production of certificate from the concerned Income-Tax Officer and later on, from May 1975, the said policy of allowing remittances by way of administrative charges had been discontinued. It has been stated by the deponent that from the year 1973 onwards, the amount by way of administrative expenses were allowed to be remitted, only on production of certificate from the concerned Income-Tax Officer and later on, from May 1975, the said policy of allowing remittances by way of administrative charges had been discontinued. It is the categorical case of the deponent that the said Company's applications were allowed on the production of the auditors' certificate to the effect as mentioned above. He has further stated that the said Company made an application for remittances by way of administrative charges for the year ended 30th June, 1970 and they were asked to comply with the usual requirements as mentioned above. Such action, has also been taken in the case of remittances of administrative charges by the said Company for the year ended 30th June 1971. It is the case of this deponent further that the replies given by the said company were found to be inappropriate and as such, by the order as impeached, no final action was taken, but the said company was informed about the intended action, in case of their failure. It is also the specific case of the deponent that the said company, by its action or conduct as disclosed in the return in question, would not be authorised to maintain the application, because they have accepted the position and acted on the basis of the principles as mentioned above. 7. The deponent has further and categorically stated that the Reserve Bank of India, never granted unqualified or unconditional approvals to the said Company for remittances of administrative charges to the English Companies and it was always the basic understanding with the said company and the Reserve Bank of India authorities, that the administrative charges sought to be remitted, would be acceptable to the Income-Tax authorities as admissible expenses chargeable to revenue or the Indian Company and such facts would also be clear and explicit or at least would appear that the said Company understood those conditions, from the records as disclosed, In any event it has been denied that the Reserve Bank of India authorities granted unqualified or unconditional approvals for remittances of administrative charges to the said Company and as mentioned above, it has been stated that the permission to remit, was conditional and those conditions have been mentioned hereinbefore. It has been admitted that upto assessment year 1970-71, the Income-Tax Department allowed the remittances by way of administrative charges as admissible expenses but not thereafter. The deponent has further stated that in view of the conditions of permission, the said Company at all material times was and still is under the obligation to satisfy the Reserve Bank of India authorities that the remittances as allowed, pending completion of their Income-Tax assessment, were later on accepted by the Tax authorities as admissible expenses, since, that was the basis for the remittances as made. The alleged appropriation of the amount as remitted, by the English Companies, have been doubted and disputed by the deponent and it has been stated that not only the said Company but the English Companies as well, know or ought to have known that concerned remittances purport to represent expenses incurred by way of administrative charges and as such, the question of appropriating those amounts all expenses did not arise. The action to repatriate the amount as mentioned above, have further been claimed to be due, legal, proper and with jurisdiction. 8. In their reply dated 28th February 1979, the said Company has denied the material allegations as contained in the return of the respondent concerned and has further stated that since the amounts as remitted have been appropriated by the English Companies, so it is not humanly by any stretch of imagination have been possible to have them repatriated and such task of repatriation being not possible, the orders as impeached, must also be set aside. 9. Mr. Gautam Chakraborty, appearing in support of the Rule contended that in view of the date and time when the actions as impeached, have been taken or thereatened, they would be governed by the provisions of the Foreign Exchange Regulations Act, 1973 before its amendment and he contended that restrictions as imposed or if any would be governed by section 5(1)(a) of that Act, which lays down that save as may be provided in and in accordance with any general or special exemption from the provisional of the sub-section which may be granted conditionally or unconditionally by the Reserve Bank of India, no persons in, or resident in, the States shall make any payment to/for the credit of any person residing outside India. On the basis of such provisions, it was contended by him that the Reserve Bank of India in the instant case, could not authoritatively ask for repatriation of the remittances as allowed by them, on due and necessary applications made by the said Company. The penalties for any infraction of the provisions of the said Foreign Exchange Regulations Act are enumerated in section 23 and sub-section (1-A) thereunder lays down that if any person contravenes any of the provisions of the Act or of any Rules, directions or orders made there under, for the contravention of which no penalty is expressly provided, he shall, upon conviction by Court, be punishable with imprisonment for a term which may extend to two years, or with fine or with both. On the basis of the above contents of the statute, it was submitted by Mr. Chakraborty that even if no specific penalty is mentioned, for the alleged offence in the instant case, the said Company or its authorities may be proceeded under section 23 (1-A) and as such, even on the basis of the threat as shown in the letter in Annexure-C, these application would be maintainable, such argument was advanced by Mr. Chakraborty as it was the specific and categorical contentions of the answering respondent that in case of failure of the said Company to comply with the necessary requirements, proceeding may be taken against them. In view of the above, Mr. Chakraborty contended that when there was the necessary threat, so the said Company would also be entitled to maintain these application. It was further contended by Mr. Chakraborty that there is no provision in the statute for revocation of the permission as granted duly and on applications being made and as such, the authorities concerned were not entitled to revoke the permission as learned and since they had no right to revoke the permission as granted, they could not also ask for the repatriation of the amounts as mentioned. Mr. Chakraborty further contended that the policy as mentioned and put forward in defence by the answering respondents, has no application in the instant case and even if the said Company had acted on the basis of such policy or taken any steps pursuant thereto, they would not be estopped from contending that the determinations as made or directions as given, through the orders as impeached, are invalid, irregular and void. It was specifically contended by him that the policy in question, even if the same is valid, cannot be retrospective and as such the point as taken on the basis of such policy, would not be available against the said Company or could be appropriately used against them. Mr. Chakraborty, further and categorically contended that since, under the Act as mentioned above, only conviction, on satisfaction of some terms, is permissible and possible, so repatriation of the amount as remitted, would not be possible, to be asked for or comply with under the provisions of the Act and as such, direction to repatriate, was illegal and without jurisdiction. He also stated that the existence of the policy as mentioned above, and taken in defence by the respondents was never informed or intimated to the said Company and as such, also the defence on the basis thereto, as taken now was improper. Thus, on the pleading as mentioned above, the question whether the remittances as made, were unconditional or not and what would be the powers of the authorities concerned under the Foreign Exchange Regulations Act, is to be considered. 10. The face that the policy in question was brought into the field of operation subsequently, is not in dispute. But it appears from the records as disclosed that such policy was made known to the said Company, as infact, they have acted on the basis of the same. So, it would not be available now for the said Company to contend that they were not aware of the policy or they have not acted on the basis thereof. Since under or in terms of the policy as involved, the respondents were entitled to ask for necessary compliance and such compliance has not admittedly been made as yet, so they would be entitled to tab steps against the said Company in terms of the requirement of the Foreign Exchange Regulations Act and not otherwise. The said Company, in the facts of this case, in my view would not be entitled or authorised to take the plea that they are not governed by the policy as mentioned above. The said Company, in the facts of this case, in my view would not be entitled or authorised to take the plea that they are not governed by the policy as mentioned above. Under or in terms of the policy, which binds the said Company, the repatriation of the amounts as involved can be asked for and in case such repatriation is not made then the penal provisions under section 23(1-A) as mentioned above would come into play. Such penal provisions have not admittedly been taken recourse to all yet and in fact, such stage has not reached as yet. 11. Mr. Chakraborty, in support of his submissions on estoppel, relied on Estoppel by Representation (third edition) by Turner. He made specific reference to Articles 55 and 299. Article 55 deals with representation by silence or inaction and Article 289 deals with encouragement or acquiescence. Apart from those Articles, he also referred to the determinations of the Supreme Court in the case of (1) Ramana Davaram Shetty v. International Airport Authority of India and Others, (1979) 3 SCC 489 , in addition to the one in the case of the (2) Union of India and Others v. M/s. Anglo Afghan Agency, AIR 1968 SC 718 . Since in the instant case there was no representation on behalf of Reserve Bank of India authorities that if necessary remittance is made by the said Company, they would be provided with some relief or advantage for such act, it could not be held that for any representation by the respondent, the said Company has suffered, because they have acted to their detriment on the basis of such or any representation. So, submissions as made by Mr. Chakraborty, on the question of estoppel by representation appear to me to be without any substance. 12. The fact that the money as remitted cannot be repatriated for the reasons as mentioned hereinbefore, in my view, would not also be of relevant or any consideration. 13. It should also be noted here that Mr. Chakraborty produced a form in Form-A, for application for remittance in foreign currency and contended that since the policy as put forward in defence, now is not also mentioned in the concerned form, the arguments as advanced on the basis of such policy, should not be accepted. For the view which have taken. I also find that such arguments of Mr. For the view which have taken. I also find that such arguments of Mr. Chakraborty would not be of any assistance. However, I direct that the specimen copy of the said Form, be kept in the record marked as Ext. 1. In view of the above, the Rule is discharged and there will be no order for cost.