Section 137. Offences by companies.-
(1) Where an offence committed by a person under this
Act is 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 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.
(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 negligence 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 that offence and shall be
liable to be proceeded against and punished accordingly.
(3) Where an offence under this Act has been committed
by a taxable person being a partnership firm or a Limited Liability Partnership
or a Hindu Undivided Family or a trust, the partner or karta or managing
trustee shall be deemed to be guilty of that offence and shall be liable to be
proceeded against and punished accordingly and the provisions of sub-section
(2) shall, mutatis mutandis , apply to such persons.
(4) Nothing contained in this section shall render any
such person liable to any punishment provided in this Act, 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.
Explanation.-For the purposes of this section,-
(i) "company" means a 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.
