42. Contravention by companies.—
(1) Where a person committing a contravention of any of the
provisions of this Act or of any rule, direction or order made thereunder is a company, every person who,
at the time the contravention 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
contravention 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 punishment
if he proves that the contravention took place without his knowledge or that he exercised due diligence to
prevent such contravention.
(2) Notwithstanding anything contained in sub-section
(1), where a contravention of any of the
provisions of this Act or of any rule, direction or order made thereunder has been committed by a
company and it is proved that the contravention has taken place 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 also be deemed to be guilty of the contravention
and shall be liable to be proceeded against and punished accordingly.
Explanation.—For the purposes of this section—
(i) “company” means any body corporate and includes a firm or other association of individuals;
and
(ii) “director”, in relation to a firm, means a partner in the firm.
