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 prove s that the offence was

committed without his knowledge or that he exercised all due diligence to prevent the commission of such offence.

(2)

Notwithstanding anything contained in sub-section (1), where an 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 to the company, such director, manager, secretary or other officer of the company shall also be deemed to be guilty of that offence and shall be

liable to be proceeded against and punished accordingly.

Explanation.- For the purpose of this section.-

(a) “company” means anybody corporate and includes a firm or other association of individuals; and

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