Provided that nothing contained in this sub-section shall render any such person liable to any punishment, if he proves that the offense was committed without his knowledge or that he exercised all due diligence to prevent the commission of such offense.

(2)

Notwithstanding anything contained in sub-section (1), where an offense under this Act has been committed with the consent or connivance of any director, manager, secretary or other officer of the company, such director, manager, secretary or other officer shall be deemed to be guilty of that offense and shall be liable to be proceeded against and punished accordingly.

Explanation. - For the purposes of this section,-

(a) "company " means any body corporate and includes a firm or other association of individuals;

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

(1)

Any offense punishable under this Act or any rule made thereunder may, either before or after the institution of the prosecution, be compounded by the person authorised under section 22 to make a complaint to the Court with respect to that offense, on payment to that person, for credit to the Government, of such sum as that person may specify:

Provided that in the case of an offense punishable with fine only, no such sum shall exceed the maximum amount of fine which may be imposed for that offense.

(2)

Where an offense is compounded under sub-section (1), no proceeding or further proceeding, as the case may be, shall be taken against the offender in respect of the offense so compounded, and the offender, if in custody, shall be released forthwith.]