SAT PAL, J. ( 1 ) THIS appeal is directed against the order dated 6th May, 1986 passed by the Chairman, Foreign Exchange Regulation Appellant Board (for short called fera Board ) and the order dated 30th August, 1984 passed by the Special Director, Enforcement Directorate, Foreign Exchange reguation Act, 1973, New Delhi, (for short called fera ) By order dated 30th August, 1984 the Special Director, Enforcement Directorate, FERA, New Delhi imposed on the appellant company a penalty of Rs. 26,000. 00 and this order was upheld by FERA Board vide its order dated 6th May, 1984 mentioned hereinabove. ( 2 ) THE facts of the case briefly stated are that pursuant to an application submitted by the appellant company under section 29 (2) (a) of FERA, the Reserve Bank of India, Bombay vide its order dated lst/6th January, 1976 granted no objection certificate to the appellant company for continuing offices in Bombay, New Delhi and Calcutta for undertaking liaison activities relating to import and export of goods to/from India on behalf of their head office in Japan. This permission was granted subject to the following conditions:- " (A) The entire expenses of the offices in India will be met exclusively out of the remittances received from abroad through normal banking channels. (b) No commission/fee will be charged or any other remuneration received for the liaison activities to be rendered by the Indian offices. (c) Excepting the said liaison work. the Indian offices will not undertake any activity of a trading, commercial or industrial nature without the prior permission of the Reserve Bank of India. (d) The liaison offices will furnish to the Reserve Bank on a yearly basis, details of the remittances received form abroad to meet their expenses in India together,with bank certificates showing receipt of funds and certified copy of their final accounts. " ( 3 ) FROM these conditions it will be seen that the branch offices of the petitoiner situate in Bombay, New Delhi and Calcutta were not entitled to charge any commission/ fee or any other remuneration for the liaison activities to be rendered by these offices. ( 4 ) PREMISES of Caluctta branch of the appellant company were searched by the officers of the Enforcement Directorate on 17th August, 1979 which resulted in the recovery of certain documents. ( 4 ) PREMISES of Caluctta branch of the appellant company were searched by the officers of the Enforcement Directorate on 17th August, 1979 which resulted in the recovery of certain documents. These documents, inter alia, included five statements pertaining to commission earned by Calcutta branch office of the appellant company during the period 1976-77 which amounted to US Dollars 29673. 93. The said amount was, however, not shown as having been recovered from head office in Japan. ( 5 ) PRIMA facie, charging of commission by the Calcutta branch office of the appellant company was in contrvention of one of the conditions mentioned in the order dated lst/6th January, 1976 of the Reserve Bank of India subject to which permission was granted to the appellant company for undertaking liaison activitiy relating to import and export of goods on behalf of the head office of the company in Japan. In terms of section 49 of FERA, where under any provision of the said Act, any permission or licence has been granted to any person subject to any conditions and such person fails to comply with any of such conditions, such prson shall be deemed to have contravened such provision. Section 50 of the Act further stipulates that if any person contravenes any provison of the Act other than sections 13, 18 (l) (a) and 19 (l) (a) or of any rule, direction or order made thereunder, he shall be liable to such penalty not exceeding five times the amount or value involved in any such contravention or Rs. 5000. 00 whichever is more as may beadjudicated by the Director of Enforcement (Adjudicating Officer) or any other officer of Enforcement not below the rank of an Assistant Director specially empowered in this behalf by order of the Central Government. In terms of section 51 of the Act Adjudicating Officer is required to hold an enquiry in the prescribed manner after giving that person a reasonable opportunity for making a representation in the matter. ( 6 ) THE Enforcement Director, FERA, New Delhi issued notice dated 12th December, 1983 to the appellant company calling upon it to show cause within 30 days of the receipt of the said notice as to why adjudicating proceedings as contemplated. in section 51 of the FERA should not be held against them for contravention of the provisions ofsection 16 (1) (b) of FERA. in section 51 of the FERA should not be held against them for contravention of the provisions ofsection 16 (1) (b) of FERA. It was mentioned in the said notcie that as a result of search and seizure on the premises of Calcutta branch office of the appellant company on 17th August, 1979 certain documents seizd indicated that during the period 1976-77 Calcutta branch office had a right to receive foreign exchange worth US Dollars 29673. 93 from their head office in Japan being the amount of commission earned by Calcutta branch office as detailed in Annexure a to the show caue notice but the said branch office without general or speeial permission of the Reserve Bank of India refrained from taking any action for the recovery of the said foreign exchange. A reply to the aforesaid show cause notice was filed on 23rd January, 1984 on behalf of the appellant company. Thereafter, personal hearings was also granted to the authorised representative of the appellant. The Adjudicating Officer by his order dated 30th August, 1984 held the appellant guilty of having contravened the provisions of section 16 (l) (b) of FERA with regard to 5 commissions listed in Annexure a to the show cause notice totalling to US Dollars 29673. 93 equivalent to Rs. 2,63,672. 54 and imposed a penalty of Rs. 26,000. 00 for this contravention. ( 7 ) THE petitioner challanged the order passed by the Adjudicating Officer before the FERA Board and Chairman of the said Board vide his order dated 6th May, 1986 dismissed the appeal filed by the appellant company. Aggrieved by the order dated 30th August, 1984 passed by the Adjudicating Authority and the order dated 6th May, 1986 passed by the FERA Board upholding the order passed by the Adjudicating Authority, the petitoner has filed the present appeal under section 54 of FERA. ( 8 ) MR. Tikku, the learned counsel for the appellant urged the following contentions. 1. The dealings between the Calcutta branch office and the head office in Japan cannot tent amount to be dealings between two different persons. 2. The provisions of secton 16 (1) (b) of FERA cannot be invoked against the appellant who is maintaining a liasion office in Calcutta in pursuance of the permission granted to it under section 29 (2) (a) of the said Act. 3. 2. The provisions of secton 16 (1) (b) of FERA cannot be invoked against the appellant who is maintaining a liasion office in Calcutta in pursuance of the permission granted to it under section 29 (2) (a) of the said Act. 3. In the absence of any allegation in the show cause notice regrding breach of conditions imposed in the permission granted for continuation of its liasion activity under section 29 (2) (a) of FERA, the appellant could not be held guilty of contravention of section 16 (l) (b) of FERA. 4. For incorporate function there canot be any question of charging commission by a branch/liasion office from its head office. 5. The question of penalty under setion 50 of FERA will not arise as no direction under section 16 (2) for the purposes of securing of receipt of the foreign exchange was given to the appellant. ( 9 ) NOW I proceed to examine the various contentions raised by the learned counsel for the appellant. As regards the first contention, the learned counsel for the appellant submitted that admittedly Calcutta office of the appellant was a branch office and the entries shown in the seized statements were made only by way of notional and hypothetical calculations prepared by the appellant for statistical purposes in order to show the extent of the work done by the appellant office of the company situated in Japan. In support of this contention reliance was placed on a Division Bench judgment of Calcutta High Court in Betts Hartley Huett Bengal-II vs. Commissioner of Income-tax, West Bengal, (1979) 116 ITR 425 . In this judgment it was held that there cannot be a valid transaction of sale between branch office of the assessee in India and its head office in London. But in the present case there is no allegation regarding any transaction of sale between the head office in Japan and appellant s office in Calcutta. In the present case from the seized material, it is evident that certain amount of commission was earned by Calcutta branch office of the appellant. But in the present case there is no allegation regarding any transaction of sale between the head office in Japan and appellant s office in Calcutta. In the present case from the seized material, it is evident that certain amount of commission was earned by Calcutta branch office of the appellant. The contention of the learned counsel for the appellant that the entries pertaining to the commission earned were only by way of notional and hypothetical calculations prepared by the appellant for statistical purposes, cannot be accepted because in the order dated 6th May, 1986 passed by the FERA Board Shri Chopra, the authorised representative of the appellant had conceded that the nature of activities on the part of the appellant continued to be the-same as prior to 1. 1. 1976 during which period the appellant used to charge commission from its head office on the transactions entered through it. Besides, the statements of commission earned by Calcutta branch office show that the rate of commission varies from transaction to transaction and the actual amount of commission earned has been given against every transaction separately and all these statements bear the signatures of Sub-Manager of Calcutta Branch office. Further, during the course of adjudication proceedings before the FERA Board, the appellant has not given any documentary evidence to show that the commission earned by Calcutta office was only for statistical purposes. In view of these facts it it is clear that the amount of commission earned was recoverable from the head office in Japan in terms of section 16 of FERA. ( 10 ) IN support of contentions 2 and 3, learned counsel for the appellant submitted that the appellant has been granted permission by the Reserve Bank of India vide order dated l/6. 1. 1976 for continuing office in Bombay, New Delhi and Calcutta for undertaking liasion activities relating to import and export of goods to/from India on behalf of their head office in Japan subject to certain conditions mentioned in the said order. He, therefore, submitted that the appellant was not proceeded against for contravention of any of the conditions mentioned in the licence under section 49 read with sectin 50 of FERA. Since there was no allegation in the show cause notice that the appellant had contravened any conditions as stated in section 49 of FERA, no penalty could be imposed on the appellant. Since there was no allegation in the show cause notice that the appellant had contravened any conditions as stated in section 49 of FERA, no penalty could be imposed on the appellant. He further submitted that in any case provisions of section 16 (1) (which is parimateria to section 10 under the old Act of 1947) are not attracted in the present case. In support of his contentions learned counsel placed reliance on a Supreme Court judgment in M. G. Wagh and others vs. Jay Engineering Works Ltd. , AIR 1987 SC 670 and a Division Bench judgment of the Madras High Court in S. V. M. Syeed Casim vs Collecyor of Central Excise, AIR 1962 Madras 366. However, I find no merit in these contentions. It is true that the appellant could have also been proceeded against for contravention of any conditons subject to which the appellant was granted permission by the Reserve Bank of India vide order dated 1/6. 1. 1976 under sections 49 and 50 of FERA. But section 50 of FERA which pertains to imposing of penalty clearly shows that if any person contrvene any of the provisions of this Act (other than sections 13 (1), 18 (l) (a) and 19 (l) (a) such a person is liable to penalty as stated in the said provision. As stated earlier, the statements seized from the premises of the Calcutta branch office of the appellant as are sult of search conducted by the Enforcement Directorate cleariy shows that a sum of US Dollars 29673,93 was earned by Calcutta branch office during the period 1976- 77 and the said amount was recoverable by the appellant from its head office in Japan. Since the appellant refrained from doing anything to secure the aforesaid foreign exchange which was receivable by it, there is a clear violation of section 16 (l) (b) of FERA. In the case of M. G. Wagh (supra) the Supreme Court held that section 10 of the old Act ( which is equivalent to section 16 of the new Act i. e. FERA) has no application in respect of foreign exchange earnings related to export of goods and the entire matter pertaining to payments for exported goods and the foreign exchange earned arising therefrom had been dealt with in section 12 of the old Act which was a complete Code in itself. The ratio of this judgment is not applicable to the facts of the present case inasmuch as the present case does not pertain to the sale proceeds of any exported goods. In fact the present case as stated earlier pertains to the commission earned by the appellant which was receivable by it from its head office in Japan. ( 11 ) AS regards the case of Syed Cassim (Supra),it has been held by a learned Single Judge of Madras High Court that every show cause notice issued under the provisions of Sea Customs Act should directly comply with not only in letter of the law but also the spirit of it and such a notice should not merely mention the statutory provisions but should indicate the nature of the contravention which is sought to bepunished. In the present case, the show cause notice contains complete facts regarding contravention of section 16 (1) (b) of FERA. ( 12 ) AS regards contention No. 4, it cannot beaccepted that in corporte functioning abranch office cannot charge any commission from its head office. It depends upon the facts of each case. In the present case Shri Chopra, the authorised representative of the appellant during the course of argumetns before the FERA Board has conceded that the nature of the activity on the part of the appelant continued to be the same as prior to 1. 1. 1976 during which period the appellant used to charge commission from its head office on the transactions entered through it. In view of the afore said admission on the part of the authorised representative of the appellant, I find no merit in this contention also. ( 13 ) AS regards contention No. 5, the learned counsel for the appelant submitted that the question of penalty under section 50 of FERA wil not arise unless a direction had been given under sub-section (2) of section 16 to recover the foreign exchange and such a direction has been contravened. In suport of this contention the learned counsel for the appelant placed reliance on a Division Bench judgment of Madras High Court in Mis. M. Ctm. Corporation Pvt. Ltd. vs The Director ofenforcement, AIR 1989 Madras 141, However, I find no merit in this contention also as the present case is not a case wherein the receipt of the foreign exchange has been delayed. In case of M/s. M. Ct. M. Ctm. Corporation Pvt. Ltd. vs The Director ofenforcement, AIR 1989 Madras 141, However, I find no merit in this contention also as the present case is not a case wherein the receipt of the foreign exchange has been delayed. In case of M/s. M. Ct. M. Corportion (Supra) the Madras High Court was dealing with a case undersection 10 (l) (a)of the old Act (which is equivalent to section 16 (l) (a) of FERA) and that was a case of dealy in repatriating the foreign exchange. It was held that there is nothing in the section which creates an absolute liability particularly having regard to the vague provision with regard to delay and unless a criminal intent is established, it cannot be assumed that the moment a person has failed to repatriate foreign exchange for some period of time, there will automatically be a breach of section 10 (1 ). It was further observedin that case that even the Appellate Board had found that there was no mala fide motive in the retention of foreign exchange abroad. The ratio of this judgment is, therefore, not applicable to the facts of the present case. The present case pertains to contrvention of section 16 (l) (b) and not under section 16 (l) (a) of FERA. Further in the present case the foreign exchange pertaining to the commission earned has not been repatriated at all. ( 14 ) THE learned counsel for the appellant has also referred to ajudgment of this court in Escorts Ltd. Vs. Foreign Exchange Regulation Appellate Board, (1985) 57 Company Cases 684. In this case a learned Single Judge of this Court set aside the order imposing penalty on the alleged contravention of secton 10 (1) and 12 (2) of the old Act. In this case there was short realisation of the exchange of about 5% of the value of the goods exported and for the recovery of the balnece of 5 %, the only step the appellant could take, was for reference of the disputes to an arbitrator and the appellant did not take the step because on making enquiries it was found that it would result inloss of much more foreign exchange and the appellant were required to engage a counsel and to pay fee to the American Arbitration Association and to spend a lot of money on other expenses. It was inview of this particular fact of the case that the learned Single Judge set aside the order imposing penalty. The facts of the present case are totally different from the facts of that case and as such the ratio of this judgment is also not applicable to the facts of the present case. ( 15 ) INVIEW of the above discussion the appeal fails and the same is dismissed. However, the parties are left to bear their own costs.