Section 135: Offences by companies
Reviewed by Finin2min Editorial Desk · Last reviewed 30 August 2026
Section 135 — Governs offences by companies and the rights, duties, powers or procedure expressly stated in this section. Key operative text: (1) Where an offence under this Chapter has been committed by a company, every person who, at the time the offence was committed, was directly in charge of, and was responsible to, the company for the conduct of the business…
The Code was commenced in stages: section 142 had earlier commencement, S.O. 5319(E) brought the specified provisions into force from 21 November 2025, and later commencement instruments must be read with the current India Code footnotes for the remaining clauses.
Provision / India Code ↗ · Official Act PDF ↗ · 2026 Central Rules ↗
Finin2min analysis — what the section actually does
Operative clauses
- (1) Where an offence under this Chapter has been committed by a company, every person who, at the time the offence was committed, was directly in charge of, and was responsible to, the company for the conduct of the business of the company, as well as 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 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) Notwithstanding anything contained in sub-section (1), where an offence 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, secretary or other officer of the company, such director, secretary or other officer shall also be deemed to be guilty of that offence and shall be liable…
Provisos, explanations & qualifications
- 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.
- Explanation.—For the purposes of this section,— (a) “company” means any body corporate, and includes a firm or other association of individuals; and (b) “Director”, in relation to a firm, means a partner in the firm.
Thresholds and timelines in the text
- No explicit day/month/year/hour/percentage/rupee expression was detected in this section text.
Actors expressly appearing in the text
No standard actor label extracted; identify the legal subject from the full text.
Full statutory text — Section 135
135. Offences by companies.— (1) Where an offence under this Chapter has been committed by a
company, every person who, at the time the offence was committed, was directly in charge of, and was
responsible to, the company for the conduct of the business of the company, as well as 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 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) Notwithstanding anything contained in sub-section (1), where an offence 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, secretary or other officer of the company, such
director, 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.
Explanation.—For the purposes of this section,—
(a) “company” means any body corporate, and includes a firm or other association of individuals;
and
(b) “Director”, in relation to a firm, means a partner in the firm.How to apply this provision
- Primary statutory test — (1) Where an offence under this Chapter has been committed by a company, every person who, at the time the offence was committed, was directly in charge of, and was responsible to, the company for the conduct of the business of the company, as well as the company, shall be deemed to be guilty of the offence and shall be liable to be proceeded against and punished accordingly:
- Additional operative limb — 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.
- Qualification / exception to test — 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.
Rules, forms and cross-references
Direct 2026 Central Rule mapping
Forms mapped
No prescribed form is directly mapped in the current concordance.
Other sections cited in this text
Related Labour Hub resources
A direct concordance is not exhaustive. Central/State jurisdiction, schemes, authority appointments, saved instruments and later notifications may change the practical route without changing the section wording.
Worked example
When an event triggers offences by companies, record the trigger date, competent authority, prescribed rule/form, filing or decision step, service/acknowledgement and final outcome. A statutory point to test is: “(1) Where an offence under this Chapter has been committed by a company, every person who, at the time the offence was committed, was directly in charge of, and was responsible to, the company for the conduct of the business of the company, as well as the company, shall be deemed” Also test the express qualification/proviso before concluding the result.
Illustration only; it is not statutory text or a substitute for applying the actual facts, jurisdiction, current rule/scheme and official instrument.
Q&A — Section 135
What does Section 135 of the Social Security Code cover?
Section 135 — Governs offences by companies and the rights, duties, powers or procedure expressly stated in this section. Key operative text: (1) Where an offence under this Chapter has been committed by a company, every person who, at the time the offence was committed, was directly in charge of, and was responsible to, the company for the conduct of the business…
What is the main legal requirement or power in Section 135?
The first operative clause identified from the official text is: “(1) Where an offence under this Chapter has been committed by a company, every person who, at the time the offence was committed, was directly in charge of, and was responsible to, the company for the conduct of the business of the company, as well as the company, shall be deemed to be guilty of the offence and shall be liable to be proceeded against and punished accordingly:” Read it with the remaining subsections and any proviso below.
Does Section 135 contain a proviso or explanation?
Yes. A qualification extracted from the official text is: “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.”
What time limit, percentage or amount appears in Section 135?
No explicit day/month/year/hour/percentage/rupee expression was detected in the official section text.
Which 2026 Central Rules are linked to Section 135?
No direct Central Rule is recorded in the current concordance. That does not exclude a relevant scheme, notification, State rule or enabling provision.
Is Section 135 currently operative?
The Code was commenced in stages: section 142 had earlier commencement, S.O. 5319(E) brought the specified provisions into force from 21 November 2025, and later commencement instruments must be read with the current India Code footnotes for the remaining clauses.
Source & verification trail
Act: Code on Social Security, 2020 — official India Code PDF ↗
Central Rules: Social Security (Central) Rules, 2026 — G.S.R. 344(E), 8 May 2026 ↗
Official library: Ministry of Labour & Employment — Labour Codes ↗
Source check: 20 August 2026. Individual professional interpretation should be re-reviewed when the section, rules, notification, scheme, State overlay or controlling judgment changes.