Report No. 60

9.3. Offences by companies.-

There is another matter relating to corporations which may be considered. In Acts of Parliament containing penal provisions, there is often to be found a section relating to offences by companies. The section is usually in the following terms (slight variations are sometimes found).

"Offences by companies: (1) If the person committing an offence under this Act is a company, the company as well as every person in charge of, and responsible to, the company for the conduct of its business at the time of the commission of the offence 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 exercised all due diligence to prevent the commission of such offence.

(2) Where an offence under this Act has been committed by a company, any director, manager, secretary or other officer of the company, not being a person in charge of and responsible to the company for the conduct of its business at the time of the commission of the offence, shall, if it is proved that the offence has been committed with his consent or connivance or that the commission of the offence is attributable to any neglect on his part, also be deemed to be guilty of that offence and shall be liable to be proceeded against and punished accordingly.

Explanation.-For the purpose of this section,-

(a) "company" means any body corporate and includes a firm or other association of persons, and

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