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Judgment
S.S. Kothari, J.
Offences by companies.--(1) Where an offence under this Act has been committed by a company-
(1) (i) the person, if any, who has been nominated under sub-section (2) to be in charge of and responsible to the company for the conduct of the business of the company (hereafter in this section to be referred as the person responsible), or
(ii) where no person has been so nominated, every person who at the time of the offence was committed was in charge of, and was responsible to, the company for the conduct of the business of the company; and
(b) 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 in this sub-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 and that he exercised all due diligence to prevent the commission of such offence.
(2) Any company may, by order in writing, authorise any of its directors or managers (such manager being employed mainly in a managerial or supervisory capacity) to exercise all such powers and take all such steps as may be necessary or expedient to prevent the commission by the company of any offence under this Act and may give notice to the Local (Health) Authority, in such form and in such manner as may be prescribed, that it has nominated such director or manager as the person responsible, along with the written consent of such director or manager for being so nominated.
Explanation.--Where a company has different establishments or branches or different units in any establishment or branch, different persons may be nominated under this sub-section in relation to different establishments or branches or units and the person nominated in relation to any establishment, branch or unit shall be deemed to be the person responsible in respect of such establishment, branch or unit.
(3) x x x x x
(4) Notwithstanding anything contained in the foregoing sub-sections, 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, (not being a person nominated under sub-section (2)) 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.
12-B. Form of nomination of Director or Manager and his consent, u/s 17.--(1) A company may inform the Local (Health) Authority of the concerned local area, by notice in duplicate, in Form VIII containing the name and address of the Director or Manager, who has been nominated by it under sub-section (2) of Section 17 of the Act to be incharge of and responsible to the company for the conduct of the business of the company or any establishment, branch or unit thereof;
(2) The Local (Health) Authority shall sign and return one copy of the notice in Form VIII to the company to signify the receipt of the nomination and retain the second copy in his office for record.