Section 19 — Offences by companies.

19. Offences by companies. – (1) Where an offence under this Act has been committed 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 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 of the company including key managerial personnel as 

defined in the Companies Act, 2013 [Central Act 18 of 2013], such director, manager, secretary 

or other officer including key managerial personnel, shall be deemed to be guilty of that offence 

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; and  

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

 

 

 

 



CHAPTER-VII. 

MISCELLANEOUS.