(1) Where an offence punishable under the Act is committed by a company, any person who at the time of commission of the offence was in charge of, and responsible for, the conduct of the business of the company as well as the company shall be liable for punishment as prescribed under section 10 of the Act :
Provided that nothing contained in this sub-section shall render any such person liable for punishment, if he proves that the offence was committed without his knowledge or that he exercised due diligence to prevent the commission of the offence.
(2) Notwithstanding anything contained in sub-section (1), where an offence under the Act 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 gross negligence on the part of any Director, Manger, Secretary or other Officer, such Director, Manager, Secretary or other Officer shall be deemed to be guilty of that offence and shall be liable to be proceeded against and punished under the Act.
Explanation :–– For the purpose of this section––
a. Company means any body corporate and includes firm or other association of individuals ; and
b. Director in relation to a firm includes the partner in the firm.