(1) Where an offence under this Act, or the rules made thereunder, is committed by a company, every person who at the time when the offence was committed, was in-charge 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 person liable to any punishment, if he proves that the offence was committed without his knowledge or that he had exercised all due diligence to prevent the commission of such offence.
(2) Notwithstanding anything contained in sub-section (1), where any offence under this Act or the rules made thereunder, has been committed by a company with the consent or connivance of, or is attributable to or on the part of, any Director, Manager, Secretary or other officer or servant of the Company, such Director, Manager, Secretary or other officer or servant concerned shall also be deemed to be guilty of that offence and shall be liable to be proceeded against and punished accordingly.
Explanation.- For the purposes of this section,-
(a) "Company" means a body corporate and includes a trust, a firm, a society, and institution or other association of individuals; and
(b) "Director" in relation to,-
(i)a firm means a partner in the firm;
(ii) a society, a trust, an institution or other association of persons, or body of individuals, means the person who is interested under the rules or bye-laws of the society, trust, institution or other association or body with the management of the affairs of the society, trust, institution or other association or body, as the case may be.