(1) Where an offence punishable under the provisions of this Act is committed by a company, every person, who at the time of committing the offence was incharge of, and was responsible to the company for the conduct 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, 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 against the provisions of this 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 neglect on the part of, any Dirctor, Manager, Secretary or other officer of the company, such functionary shall be liable to be proceeded against and punished accordingly.
Explanation.- For the purpose of this section,-
(a) “Compay” means a company as defined in the Companies Act,1956 (Central Act No.1 of 1956) and includes a University, a firm, a society or other association of individuals; and
(b) “Director” means,-
(i) in relation to a University established by law for the time being in force; or
(ii) in relation to a society or other association of individuals or bodies, registered, formed, constituted or established, as the case maybe, under any law for the time being in force; or
(iii) in relation to any other institution; the person who, by whatever name designated, is empowered or entrusted with the powers to make appointments under the concerning law for the time being in force or otherwise, as the case may be.