Sections 69 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 69 says who is guilty when a company commits an offence under the Act: the company, and every person in charge of and responsible for its business, subject to a defence of lack of knowledge or due diligence; and, separately, any director, manager, secretary or other officer through whose consent, connivance or negligence the offence occurred. Section 70 says that no court inferior to a Metropolitan Magistrate or a Judicial Magistrate of the first class may try an offence under the Act. If your company is accused, legal dispute resolution advice early on is important.
When a company commits an offence under the Act, the company and every person in charge of and responsible for its business at the time are deemed guilty, unless the person proves the offence was committed without his knowledge or that he exercised all due diligence. Separately, a director, manager, secretary or other officer is also guilty if the offence was committed with his consent or connivance or is attributable to his negligence. "Company" includes a firm or other association. Offences are tried by no court inferior to a Metropolitan Magistrate or a Judicial Magistrate of the first class.
Section 69(1): persons in charge
"Where any offence under this Act has been committed by a company, every person who at the time the offence was committed was 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 such offence and shall be liable to be proceeded against and punished accordingly".
| Element | Text |
|---|---|
| Trigger | An offence under the Act committed by a company |
| Who is deemed guilty | The company, and every person who at the time was in charge of, and responsible to the company for, the conduct of its business |
| Consequence | Liable to be proceeded against and punished accordingly |
Both limbs of the test, "in charge of" and "responsible to the company for the conduct of the business", appear in the text.
Proviso. "Nothing contained in this sub-section shall render any 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 burden is on the person ("proves"), and the two grounds are alternatives.
Section 69(2): consent, connivance or negligence
"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 was committed with the consent or connivance of, or is attributable to any negligence 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."
| Section 69(1) | Section 69(2) | |
|---|---|---|
| Who | Person in charge of and responsible for the business | Any director, manager, secretary or other officer |
| What must be shown | Position at the time of the offence | Proved consent, connivance, or negligence |
| Defence | Without knowledge, or all due diligence | None stated in the sub-section itself |
| Overriding words | None | "Notwithstanding anything contained in sub-section (1)" |
Note the word "negligence": sub-section (2) reaches an officer even where there was no consent or connivance, if the offence is attributable to his negligence.
Explanation
"For the purposes of this section— (a) 'company' means any body corporate and includes a firm or other association of persons; and (b) 'director', in relation to a firm means a partner in the firm."
So partners in a firm are within "director", and a partnership firm or association is a "company" for this section.
Example. Sunbeam Media Pvt Ltd runs an office where unlicensed software is installed on all machines to the company's knowledge. Under section 69(1), the company and the director who was in charge of and responsible for the business are deemed guilty, unless the director proves the offence was without his knowledge or that he used all due diligence. Under section 69(2), the IT manager whose negligence let the installation happen may also be proceeded against. For the software offence, see section 63B.
Section 70: who may try offences
"No Court inferior to that of a Metropolitan Magistrate or a Judicial Magistrate of the first class shall try any offence under this Act."
The words "a Metropolitan Magistrate or a Judicial Magistrate of the first class" were substituted by Act 23 of 1983 (w.e.f. 9-8-1984) for "a Presidency Magistrate or a Magistrate of the first class", as the footnote states.
Points from the text:
- The section is headed "Cognizance of offences" but speaks of trial: no inferior court shall try any offence.
- It sets a floor: courts inferior to those named cannot try. It does not state which court takes cognizance, or who may file a complaint.
- It applies to "any offence under this Act", including sections 63 to 68A.
For the criminal procedure references in the Act, note that from 1 July 2024 the Code of Criminal Procedure and the Indian Penal Code were replaced by the Bharatiya Nagarik Suraksha Sanhita and the Bharatiya Nyaya Sanhita; this article gives no new section numbers.
Practical points for companies
- Record who was in charge of the business and for what, since section 69(1) turns on that.
- Keep evidence of due diligence (licence registers, approval trails, training).
- Remember that officers can be exposed on negligence under sub-section (2).
- For compliance on third-party content, see copyright compliance for businesses.
Need help if your company or you are accused?
Liability under section 69 depends on who was in charge, what each person knew and what precautions existed. Our legal dispute resolution team can help prepare the defence and gather the proof of due diligence.
Key takeaways
- A company's offence is also the offence of every person in charge of and responsible for its business, unless that person proves lack of knowledge or all due diligence.
- A director, manager, secretary or other officer is also guilty on proof of consent, connivance or negligence.
- "Company" includes a firm or other association; "director" in a firm means a partner.
- Offences are tried by a Metropolitan Magistrate or Judicial Magistrate of the first class, or higher.
Read next
- Sections 71–73: appeals against Magistrate and Registrar orders
- Sections 67–68A: false entries, false statements and section 52A penalty
- Criminal penalties for copyright infringement: section 63
- Copyright compliance for businesses: using third-party content
Disclaimer: Based on the Copyright Act, 1957 as amended up to 2012, read with the Tribunals Reforms Act, 2021 and the Jan Vishwas (Amendment of Provisions) Acts of 2023 and 2026, as consulted on 1 October 2026. Forms, fees and procedure are set by the Copyright Rules, 2013 as amended from time to time. This article is general information, not legal advice; check the official text before acting.