Section 19: Offences by Companies under the Whistle Blowers Protection Act, 2014
Section 19 sets out when a company, persons responsible for its business, and its directors or other officers may be held liable for an offence under the Whistle Blowers Protection Act, 2014. It also specifies a defence and explains the meaning of the terms "company" and "director".
Section 19(1): Offences committed by companies
Where a company commits an offence under the Act, the company and every person who, at the time of the offence, was in charge of and responsible to the company for conducting its business are deemed guilty and may be proceeded against and punished accordingly.
Proviso: Defence of lack of knowledge or due diligence
A person covered by section 19(1) is not liable to punishment under that subsection if that person proves either that the offence occurred without their knowledge or that they exercised all due diligence to prevent its commission. The defence is expressly provided by the statute; a person's title alone does not settle whether they satisfy the conditions of section 19(1).
Section 19(2): Liability for consent, connivance or neglect
Even apart from subsection (1), if a company commits an offence and it is proved that the offence was committed with the consent or connivance of, or was attributable to neglect by, a director, manager, secretary or other officer of the company, that individual is also deemed guilty and may be proceeded against and punished accordingly.
This provision concerns the proved involvement or neglect of the specified officer. It is distinct from the responsibility for conducting the company's business addressed in subsection (1).
Explanation to Section 19: Legal definitions
Clause (a) - "Company": The term means any body corporate and includes a firm or other association of individuals. The section is therefore not confined to entities registered under the Companies Act.
Clause (b) - "Director" in relation to a firm: The term means a partner in the firm. Accordingly, where section 19(2) refers to a director in the context of a firm, the explanation expressly covers its partners.
How Section 19 works
Who can be held responsible?
Section 19(1) addresses persons who were both in charge of and responsible to the company for the conduct of its business when the offence occurred. Section 19(2) separately addresses directors, managers, secretaries and other officers where the requisite consent, connivance or neglect is proved. The company itself is also covered by subsection (1).
What is due diligence?
In this context, due diligence means taking appropriate care and preventive measures to avoid the offence. The proviso to section 19(1) requires the individual relying on this defence to prove the relevant lack of knowledge or exercise of due diligence; it does not grant automatic immunity based merely on a designation or internal policy.
What offences and punishments does the section concern?
Section 19 is a rule for attributing responsibility for offences under this Act; it does not itself create a new standalone whistleblower offence or specify a separate punishment. Relevant offence and penalty provisions must be read together with it, including sections 16 and 17. Liability of government department heads is separately addressed in section 18.
Current legal position and official references
The statutory mechanism under the 2014 Act must be distinguished from existing arrangements such as the Public Interest Disclosure and Protection of Informers (PIDPI) Resolution, 2004, administered for relevant complaints through the Central Vigilance Commission. The PIDPI process does not amount to commencement of section 19 of the 2014 Act.
Official references
Updated: 6 October 2026. This article explains the enacted provisions of section 19 and should be read with the full Act and subsequent official commencement notifications, if any.