Offences by companies

(1) Where an offence under this Act or under any rule or bye-law made thereunder has been committed by a company, every person who, at the time the offence was committed, was incharge of, and was responsible to, the company for the conduct of the business of the company, as well as the company, shall be deemed to be guilty of the offence and shall be liable to be proceeded against and punished accordingly: Provided that nothing contained in this sub-section shall render any such person liable to any punishment provided in or under this Act, if he proves that the offence was committed without his knowledge or that he exercised all due diligence to prevent the commission of such offence.

1. (2) Notwithstanding anything contained in sub-section (1), where an offence against this Act or any rule or bye-law made thereunder has been committed by a company and it is proved that the offence has been committed with the consent or connivance of, or is attributable to any neglect on the part of, any director, manager, secretary or other officer of the company, such director, manager, secretary or other officer shall also be deemed to be guilty of that offence and shall be liable to be proceeded against and punished accordingly. Explanation. – For the purpose of this section –
   • (a) “company” means a body corporate and includes a firm or other association of individuals; and
   • (b) “director”, in relation to a firm, means a partner in the firm. The section came into force on the 26th day of January, 1974 vide Extraordinary Gazette No. 11 dated 17th January 1974.