Section 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.
A promoter or an agent is very often a company or a firm. Section 69 answers who, besides the company, answers for an offence under the Act. Every person who was in charge of, or responsible to the company for the conduct of its business at the time is deemed guilty, unless he proves lack of knowledge or due diligence. Directors, managers, secretaries and officers are also reached on consent, connivance or neglect. Directors and partners facing a notice can seek legal dispute resolution support from us.
Where an offence under the Act is committed by a company, the company and every person in charge of, or responsible for the conduct of its business at the time are deemed guilty and may be proceeded against (69(1)). A person escapes if he proves that the offence was committed without his knowledge or that he exercised all due diligence to prevent it (69(1) proviso). A director, manager, secretary or other officer is also deemed guilty where the offence is proved to have been committed with his consent or connivance or is attributable to his neglect (69(2)). "Company" includes a firm or other association of individuals (Explanation).
Section 69 at a glance
| Provision | Who is reached | Test |
|---|---|---|
| 69(1) | The company and every person in charge of, or responsible to the company for the conduct of, its business at the time | Presence in that role at the time the offence was committed |
| 69(1) proviso | Defence for such a person | Proves offence without his knowledge, or that he exercised all due diligence |
| 69(2) | Any director, manager, secretary or other officer | Offence proved to be with consent or connivance, or attributable to neglect |
| Explanation (a) | "Company" | Any body corporate; includes a firm or other association of individuals |
| Explanation (b) | "Director" of a firm | A partner in the firm |
Section 69(1): the company and those in charge
"Where an Offence under this Act has been committed by a company, every person who, at the time, the offence was committed was in charge of, or 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."
Three things to note.
- It applies to "an offence under this Act". The text does not define "offence". The penalties in sections 60 to 63, 65 and 67 are worded as penalties that a person is "liable to"; the provisions with imprisonment, sections 59(2), 64, 66 and 68, are worded as punishable offences. The Act does not say whether section 69 reaches penalty-only sections. The text is silent, and we do not say that it does or does not.
- The test is role at the time. The person must have been "in charge of, or ... responsible to the company for the conduct of, the business". A director with no such role, or a person who joined later, is not caught by sub-section (1) merely by holding office.
- The deeming is rebuttable. Under the proviso, "nothing contained in this sub-section, shall render any such person liable to any punishment under this Act if he proves that the offence was committed without his knowledge or that he had exercised all due diligence to prevent the commission of such offence." The burden is on the person: he must prove it.
Section 69(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 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."
Here the position is reversed: the prosecution (not the individual) must prove the offence was committed with the person's consent or connivance, or is attributable to neglect on his part. This reaches officers who were not "in charge", such as a secretary or a manager, if their consent, connivance or neglect is shown.
| Feature | 69(1) | 69(2) |
|---|---|---|
| Who | Persons in charge or responsible for the conduct of business, plus the company | Director, manager, secretary or other officer |
| Deeming | Yes, on proof of role | Yes, on proof of consent, connivance or neglect |
| Who proves what | The individual proves absence of knowledge or due diligence | Consent, connivance or neglect "is proved" |
| Defence in text | Yes (proviso) | None stated |
The Explanation: companies and firms
"(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 the section reaches any body corporate, a partnership firm and any other association of individuals. For a partnership, the partners are the "directors". An unregistered association of individuals falls within the words as well. This is wider than the usual meaning of "company" under company law, which is why the Explanation matters for small developers and agents operating as firms.
What the section does not say
- It does not say what punishment is imposed on a person deemed guilty; it says "punished accordingly", meaning as the substantive section provides.
- It does not say who prosecutes; section 80 requires a written complaint by the Authority or its authorised officer for an offence; see our article on sections 79 and 80.
- It does not exclude compounding; see our article on section 70.
- It does not say whether a person who resigned before the order is reached; the test is the role "at the time the offence was committed".
Example. A company, Greenfield Developers Pvt Ltd, fails to comply with a Tribunal order and is prosecuted under section 64. The managing director, who runs the business day to day, is deemed guilty under 69(1) unless he proves the default occurred without his knowledge or that he exercised all due diligence. The company secretary, not in charge of the business, is reached only if it is proved that the default occurred with his consent or connivance, or through his neglect. A non-executive director with neither role is outside both sub-sections unless one of those tests is met.
Practical points for directors and partners
- Keep a written record of directions given to prevent default; it supports the due diligence proviso.
- Do not rely on "I was only a director" if you ran the business.
- Remember the sections that attach to promoter defaults: see our article on sections 63 and 64 and Penalties Under RERA.
Need help as a director or partner?
If your company or firm faces proceedings under the Act, your own position needs to be examined separately from the company's. We can review the facts, the record of your role and the defences in the proviso. Contact legal dispute resolution.
Key takeaways
- When a company commits an offence under the Act, the company and persons in charge of its business are deemed guilty.
- A person in charge escapes if he proves no knowledge or all due diligence.
- A director, manager, secretary or other officer is reached on proof of consent, connivance or neglect.
- "Company" includes a firm or other association; a firm's "director" is a partner.
- The Act does not say whether section 69 reaches penalty-only sections.
Read next
- Section 70: compounding of offences
- Sections 79 and 80: bar of civil court jurisdiction and cognizance of offences
- Sections 63 and 64: promoter not complying with Authority or Tribunal orders
- Penalties Under RERA: Promoter, Agent, Allottee
Disclaimer: Based on the Real Estate (Regulation and Development) Act, 2016 as enacted, as consulted on 1 October 2026. Rules, forms, fees and procedures are made by each State and Union territory and its Real Estate Regulatory Authority and differ from State to State. This article is general information, not legal advice; check the official text and your State's rules before acting.