Section 39 Offences by companies
- Chapter
- VIII · Offences and Penalties
(1) Where an offence under this Act or any rule or order made thereunder has been committed by a companyDefined in section 2(f): company shall have the meaning assigned to it under clause (17) of section 2 of the Income tax Act, 1961 (43 of 1961), every personDefined in section 2(m): person includes— (i) an individual; (ii) a Hindu undivided family; (iii) an association; (iv) a company registered under section 25 of the Companies Act, 1956 (1 of 1956) who, at the time the offence was committed, was in charge of, and was responsible to, the companyDefined in section 2(f): company shall have the meaning assigned to it under clause (17) of section 2 of the Income tax Act, 1961 (43 of 1961) for the conduct of the business of the companyDefined in section 2(f): company shall have the meaning assigned to it under clause (17) of section 2 of the Income tax Act, 1961 (43 of 1961), as well as the companyDefined in section 2(f): company shall have the meaning assigned to it under clause (17) of section 2 of the Income tax Act, 1961 (43 of 1961), 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 such personDefined in section 2(m): person includes— (i) an individual; (ii) a Hindu undivided family; (iii) an association; (iv) a company registered under section 25 of the Companies Act, 1956 (1 of 1956) 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 or any rule or order made thereunder has been committed by a companyDefined in section 2(f): company shall have the meaning assigned to it under clause (17) of section 2 of the Income tax Act, 1961 (43 of 1961) 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 companyDefined in section 2(f): company shall have the meaning assigned to it under clause (17) of section 2 of the Income tax Act, 1961 (43 of 1961), such director, manager, secretary or other officer shall also 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) "companyDefined in section 2(f): company shall have the meaning assigned to it under clause (17) of section 2 of the Income tax Act, 1961 (43 of 1961)" means any body corporate and includes a firm, society, trade unionDefined in section 2(u): trade union means a trade union registered under the Trade Unions Act, 1926 (16 of 1926); (2) Words and expressions used herein and not defined in this Act but defined in the Representation of the People Act, 1950 (43 of 1950) or the Representation of the People Act, 1951 (43 of 1951) or the Foreign Exchange Managem... or other associationDefined in section 2(a): association means an association of individuals, whether incorporated or not, having an office in India and includes a society, whether registered under the Societies Registration Act, 1860 (21 of 1860), or not, and any other organisation, by whatever name called of individuals; and
(b) "director", in relation to a firm, society, trade unionDefined in section 2(u): trade union means a trade union registered under the Trade Unions Act, 1926 (16 of 1926); (2) Words and expressions used herein and not defined in this Act but defined in the Representation of the People Act, 1950 (43 of 1950) or the Representation of the People Act, 1951 (43 of 1951) or the Foreign Exchange Managem... or other associationDefined in section 2(a): association means an association of individuals, whether incorporated or not, having an office in India and includes a society, whether registered under the Societies Registration Act, 1860 (21 of 1860), or not, and any other organisation, by whatever name called of individuals, means a partner in the firm or a member of the governing body of such society, trade unionDefined in section 2(u): trade union means a trade union registered under the Trade Unions Act, 1926 (16 of 1926); (2) Words and expressions used herein and not defined in this Act but defined in the Representation of the People Act, 1950 (43 of 1950) or the Representation of the People Act, 1951 (43 of 1951) or the Foreign Exchange Managem... or other associationDefined in section 2(a): association means an association of individuals, whether incorporated or not, having an office in India and includes a society, whether registered under the Societies Registration Act, 1860 (21 of 1860), or not, and any other organisation, by whatever name called of individuals.