Information Technology Act Section 85 — Offences by companies
CHAPTER XIII MISCELLANEOUS
Cyber Law
Summary
Sub-section (1) states that when a company commits a contravention of any provision of this Act, or of any rule, direction or order made under it, the company itself, along with every person who was in charge of and responsible to the company for the conduct of its business at the time of the contravention, is considered guilty of the contravention. Such persons can be proceeded against and punished for it. However, a person in charge is not liable to punishment if they can prove that the contravention happened without their knowledge, or that they exercised all due diligence to prevent it.
Sub-section (2) provides that even if a person in charge is not held liable under sub-section (1), if a contravention by a company is proven to have occurred 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, then that director, manager, secretary, or other officer is also deemed to be guilty of the contravention and can be proceeded against and punished accordingly.
The Explanation clarifies the meaning of terms used in this section. Under clause (i), the term "company" means any body corporate and also includes a firm or any other association of individuals. Under clause (ii), the term "director", in relation to a firm, means a partner in that firm.
Official Text
(1) Where a person committing a contravention of any of the provisions of this Act or of any rule, direction or order made thereunder is a company, every person who, at the time the contravention 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 guilty of the contravention 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 punishment if he proves that the contravention took place without his knowledge or that he exercised all due diligence to prevent such contravention.
(2) Notwithstanding anything contained in sub-section (1), where a contravention of any of the provisions of this Act or of any rule, direction or order made thereunder has been committed by a company and it is proved that the contravention has taken place 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, such director, manager, secretary or other officer shall also be deemed to be guilty of the contravention and shall be liable to be proceeded against and punished accordingly.
Explanation.–For the purposes of this section,–
(i) ―company‖ means any 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.