Where an offence against any of the provisions of this Act or any rule made thereunder has been committed by a Company, every person, who at the time of the offence was committed, 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 in sub-section (1) where any such offence 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, shall be liable to be proceeded against and punished accordingly.
Explanation:- For the purpose of this section,-
(a) “Company” means a company as defined in the Companies Act, 1956 and includes a University, a firm, a society or other association of individuals; and
(b) “Director” in relation to,-
(i) a “firm” means a partner in the firm;
(ii) a University, a society or other association of individuals means the person who is entrusted with the power to make appointments in the case of a University under the concerned law under which the University is established, and in other cases, under the rules of the society or other association, as the case may be.