Offence by body corporate
38.—(1)  Where an offence under this Act or any regulations made thereunder is committed by any company or body corporate, any person who, at the time of the commission of the offence, is a director, manager, secretary or other similar officer of that company or body corporate, or is purporting to act in that capacity, shall be guilty of the offence unless he proves that he exercised all such diligence to prevent the commission of the offence as he ought to have exercised, having regard to the nature of his functions in that capacity and to all the circumstances.
(2)  Where an offence under this Act or any regulations made thereunder is committed by a company or body corporate, being an offence consisting in the breach of a duty imposed only on companies and bodies corporate, any individual guilty of the offence (whether by virtue of subsection (1) or otherwise) shall be liable on conviction to imprisonment for a term not exceeding 12 months in addition to or in substitution for any fine.