5. Meaning of “officer
who is in default”.—For the purpose of
any provision in this Act which enacts that an officer of
the company who is in default shall be liable to any punishment
or penalty, whether by way of imprisonment, fine or otherwise,
the expression “officer who is in default” means
all the following officers of the company, namely:—
(a) the managing director or managing directors;
(b) the whole-time director or whole-time directors;
(c) the manager;
(d) the secretary;
(e) any person in accordance with whose directions or instructions
the Board of directors of the company is accustomed to act;
(f) any person charged by the Board with the responsibility
of complying with that provision:
Provided that the person so charged has given his consent
in this behalf to the Board;
(g) where any company does not have any of the officers specified
in clauses (a) to (c), any director or directors who may be
specified by the Board in this behalf or where no director
is so specified, all the directors:
Provided that where the Board exercises any power under clause
(f) or clause (g), it shall, within thirty days of the exercise
of such powers, file with the Registrar a return in the prescribed
form.
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