The penal provisions, especially those involving imprisonment, in the Companies Act, 2013 are disproportionate retributive measures compared to the acts of omission by companies or their officers — John Locke, in his seminal work Two Treatises on Government, highlighted that punishments should be governed by three legitimate motives: reparation, restraint and deterrence. The legitimacy of punishment is upheld when “laws of nature”, the inveterate body of moral principles that forms the basis for all human conduct, is violated…