Section 114 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Section 114 says who is answerable when a company commits an offence under the Act. The company is liable, and so is every person in charge of and responsible to the company for the conduct of its business at the time, unless that person proves lack of knowledge or due diligence. Directors, managers, secretaries and other officers are separately caught where consent, connivance or neglect is proved. For officers and partners facing a complaint, early legal dispute resolution advice is usually sensible.
If the offender is a company, then the company and every person in charge of, and responsible to, it for the conduct of its business at the time are deemed guilty. That person escapes if he proves the offence was without his knowledge or that he exercised all due diligence. A director, manager, secretary or other officer is also guilty where the offence was committed with his consent or connivance or is attributable to his neglect. "Company" includes a firm or other association.
Sub-section (1): the company and the person in charge
Sub-section (1) reads: "If the person committing an offence under this Act is a company, the company as well as every person in charge of, and responsible to, the company for the conduct of its business at the time of the commission of the offence shall be deemed to be guilty of the offence and shall be liable to be proceeded against and punished accordingly."
| Element | Text |
|---|---|
| Who is the offender | A company |
| Who else is deemed guilty | Every person in charge of, and responsible to, the company for the conduct of its business at the time of the offence |
| Consequence | Liable to be proceeded against and punished accordingly |
The proviso
"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."
The words "he proves" put the burden on the person who relies on the proviso. The two grounds are alternatives: lack of knowledge, or all due diligence to prevent the offence.
Sub-section (2): consent, connivance or neglect
"Notwithstanding anything contained in sub-section (1), where an offence under this Act has been committed by a company and it is proved that the offence has been committed with the consent or connivance of, or that the commission of the offence 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 that offence and shall be liable to be proceeded against and punished accordingly."
The difference between the two sub-sections:
| Sub-section (1) | Sub-section (2) | |
|---|---|---|
| Who | Person in charge of, and responsible to, the company for the conduct of its business | Any director, manager, secretary or other officer |
| What is shown | Position at the time of the offence | It is proved that there was consent, connivance or neglect |
| Defence | Proviso: no knowledge, or all due diligence | None stated; the trigger itself requires proof |
| "Notwithstanding" | n/a | Applies despite sub-section (1) |
The Explanation: two definitions
For the purposes of the 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.
So a partnership firm that applies a counterfeit mark is a "company" for this section, and its partners are its "directors". The Explanation does not mention a sole proprietor, and the text says nothing further on that.
Example. Patel Garments LLP's factory packs shirts under a famous brand without authority. The partner who runs the production floor knew of it and approved the dispatches. That partner is a "director" for this section and is caught under sub-section (2) by consent. Another partner, who lives abroad, took no part and had no knowledge; under the proviso to sub-section (1), if he proves lack of knowledge or all due diligence, he is not liable to punishment. Neither result is automatic: each turns on proof.
What section 114 does not say
- It does not say which offences it covers beyond "an offence under this Act". Since the Jan Vishwas Act, 2023, section 107(2) carries a penalty rather than imprisonment; see sections 106–109. Section 114 refers to "punished", and the Jan Vishwas Act does not amend it. The section has two sub-sections, (1) with its proviso and (2), followed by an Explanation.
- It does not define "person in charge". The words are "in charge of, and responsible to, the company for the conduct of its business". Both limbs appear together.
- It does not set the standard for "due diligence". It says only "all due diligence to prevent the commission of such offence".
- It does not say how a company is to be punished where the punishment is imprisonment. The section says the company and others are "punished accordingly", and no more.
Who is likely to be affected
Marketing heads, production heads, importers and partners who sign off packaging or listings are the persons most often in the frame. For the offences themselves, see sections 103–105.
Practical points
- Keep written compliance checks on labels, supplier marks and online listings; they are evidence of due diligence.
- Record who is in charge of what; section 114(1) turns on who was in charge and responsible at the time.
- Where you are a partner, note that you are a "director" for this section.
- Do not wait to be named: if you had no knowledge, say so at the first stage and be ready to prove it.
Need help if your company or firm faces a complaint?
If a complaint names the company along with directors, managers or partners, each person's position under sub-sections (1) and (2) is different and the proviso has to be proved, not just stated. Our legal dispute resolution team can map each person's role and prepare the response.
Key takeaways
- When the offender is a company, the company and every person in charge of and responsible for its business at the time are deemed guilty.
- The proviso excuses a person who proves lack of knowledge or all due diligence.
- Sub-section (2) separately catches directors, managers, secretaries or other officers where consent, connivance or neglect is proved.
- "Company" includes any body corporate, firm or association; "director" of a firm is a partner.
Read next
- Section 115: cognizance of offences, search and seizure
- Section 113: procedure where the accused pleads invalidity of registration
- Penalties for using false trade marks: sections 101–102
- Criminal offences under the Trade Marks Act: sections 103–105
Disclaimer: Based on the Trade Marks Act, 1999 as amended by the Tribunals Reforms Act, 2021 and the Jan Vishwas (Amendment of Provisions) Act, 2023, as consulted on 1 October 2026. Forms, fees and procedure are set by the Trade Marks Rules, 2017 as amended from time to time. This article is general information, not legal advice; check the official text before acting.