Clause 242 - Offences by companies, etc. - Direct Taxes Code Bill, 2009

Offences by companies, etc. 242. (1) If an offence under this Code has been committed by a company then, regardless of anything to the contrary contained in this Chapter, - (a) such company shall be punished only with a fine; and (b) every person, who, at the time the offence was committed, was in charge of, and was responsible to, the company for the conduct of its business, shall be punished with imprisonment and fine. (2) The company and the persons referred to in clause (b) of sub-section (1) shall be liable to be proceeded against and punished in accordance with the provisions of this Code. (3) The persons referred to in clause (b) of sub-section (1) shall not be liable to any punishment if he proves that - (a) the offence was committed without his knowledge, consent or connivance; (b) the offence cannot be attributed to any neglect on his part; or (c) he had exercised all due diligence to prevent the commission of such offence. (4) Any director, manager, secretary or any other officer of the company shall also be punished with imprisonment and fine, if it is proved that - (a) the offence was committed with his knowledge, consent or connivance; (b) the offence can be attributed to any neglect on his part; or (c) he had not exercised all due diligence to prevent the commission of such offence. (5) For the purposes of this section, - (a) "company" means a body corporate, and includes — (i) an unincorporated body;and (ii) a Hindu undivided family; and (b) "director", in relation to — (i) an unincorporated body means a participant in the body; (ii) a Hindu undivided family, means an adult member of the family; and (iii) a company, means a whole-time director, or where there is no such director, any other director or manager or officer, who is in charge of the affairs of the company.