by a company, every person, who, at the time 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 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 under

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 director, manager, secretary or other officer of the company, such director, manager,

secretary or other officer 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 firm or other association of

(b) "director ", in relation to a firm, means a partner in the firm.