Anti-Bribery and Anti-Corruption Policy (India)
ANTI-BRIBERY AND ANTI-CORRUPTION POLICY
Company: [Company Name]
Registered Address: [Company Address]
CIN: [Company CIN]
Effective Date: [Effective Date] | Next Review Date: [Next Review Date]
Policy Owner: [Policy Owner]
This Anti-Bribery and Anti-Corruption Policy ("Policy") is adopted by [Company Name] ("Company") in accordance with the Prevention of Corruption Act 1988 (as amended by the Prevention of Corruption (Amendment) Act 2018), the Companies Act 2013, and applicable international anti-bribery laws including the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act where relevant.
1. POLICY STATEMENT AND ZERO TOLERANCE
1.1 The Company is committed to conducting all its business activities with integrity, honesty, and in full compliance with applicable anti-bribery and anti-corruption laws. The Company adopts a zero-tolerance stance towards bribery and corruption in all forms.
1.2 The Company prohibits all persons covered by this Policy from offering, promising, giving, requesting, agreeing to receive, or accepting any undue advantage — whether monetary or non-monetary — to or from any person (whether a public servant as defined in Section 2(c) of the Prevention of Corruption Act 1988, or a private sector individual), for the purpose of influencing a business, government, or judicial decision.
1.3 Under Section 7A of the Prevention of Corruption Act 1988 (as amended 2018), it is a criminal offence for a commercial organisation or individual to offer or give a bribe to a public servant. Conviction can result in three to seven years imprisonment and fines. This Policy ensures the Company and all persons acting on its behalf are aware of and comply with this prohibition.
2. SCOPE
2.1 This Policy applies to all directors (executive, non-executive, and independent), officers, employees (permanent, contractual, temporary, and part-time), trainees, interns, and agents, intermediaries, distributors, joint venture partners, and any other persons acting on behalf of the Company.
2.2 The Company expects all third parties acting on its behalf to adhere to standards equivalent to this Policy. Third-party contracts must include ABAC representations, warranties, and audit rights.
3. GIFTS, HOSPITALITY, AND FACILITATION PAYMENTS
3.1 Gifts: Gifts of a nominal value (not exceeding ₹[Gift Threshold] per occasion) that are customary, appropriate to the occasion, and given openly are permitted. Gifts above this threshold require prior line manager approval and entry in the Gifts and Hospitality Register. Cash gifts, gift cards, or gifts that could be perceived as inducements to make a business decision are prohibited.
3.2 Hospitality: Reasonable business hospitality (meals, conferences, events) not exceeding ₹[Hospitality Threshold] per person per occasion is permitted where it is customary and has a clear business purpose. Hospitality above this threshold requires prior approval and register entry.
3.3 Government Officials: [Government Official Policy]. Any hospitality to government officials must be pre-approved by the Compliance Officer.
3.4 Facilitation Payments: The Company expressly prohibits facilitation payments (also called 'speed money' or 'grease payments') — any payment to a government official to expedite or secure performance of a routine government action. The Prevention of Corruption Act 1988 and the UK Bribery Act 2010 both prohibit facilitation payments. Employees who are solicited for facilitation payments must decline and report the incident to the Compliance Officer.
4. THIRD-PARTY DUE DILIGENCE
4.1 Before engaging any agent, intermediary, distributor, or joint venture partner to act on the Company's behalf, the relevant business owner must complete a ABAC due diligence assessment, proportionate to the risk profile of the engagement (geography, sector, public official interactions).
4.2 All third-party agreements involving the Company's commercial relationships must include ABAC representations and warranties, obligations to comply with applicable anti-corruption laws, and the Company's right to audit ABAC compliance and terminate the relationship for cause upon a violation.
4.3 Enhanced due diligence is required for third parties operating in high-risk jurisdictions (as identified by Transparency International's Corruption Perceptions Index) or high-risk sectors (construction, defence, extractives, pharmaceuticals, telecom).
5. REPORTING AND INVESTIGATION
5.1 All covered persons must report any suspected bribery or corruption — whether involving a Company employee, third party, or government official — through the designated reporting channel: [Reporting Channel]. Reports may be made anonymously.
5.2 The Compliance Officer ([Compliance Officer Name]) is responsible for receiving, triaging, and investigating ABAC concerns. For serious matters, the [Investigation Lead] will lead the investigation.
5.3 The Company will not tolerate retaliation against any person who reports a genuine ABAC concern in good faith. Any retaliation will itself be treated as misconduct and may result in disciplinary action. Protection of reporters is also provided under the Whistleblowers Protection Act 2014.
5.4 Substantiated violations will be reported to the relevant authorities — the Central Bureau of Investigation (CBI), the Enforcement Directorate (ED), or the Central Vigilance Commission (CVC) — where required by law.
6. RECORDS AND TRAINING
6.1 The Company shall maintain accurate and complete books and records, including a Gifts and Hospitality Register (reviewed quarterly by the Compliance Officer and annually by the Audit Committee), a Political Contributions Register, and records of all ABAC due diligence assessments.
6.2 All employees must complete mandatory ABAC training upon joining and at least annually thereafter. High-risk functions (sales, procurement, government affairs) must complete enhanced training.
6.3 Annual affirmation of compliance with this Policy is required from all directors, key managerial personnel, and designated employees.
7. CONSEQUENCES OF VIOLATION
7.1 Violations of this Policy will result in disciplinary action, up to and including termination of employment or contract. Serious violations will be reported to law enforcement authorities.
7.2 This Policy is governed by the laws of India and the laws of the State of [Governing State]. Disputes arising out of this Policy shall be subject to the jurisdiction of the courts of [Governing State].
7.3 This Policy shall be reviewed annually by the Board or Audit Committee and updated as required to reflect changes in applicable law or business risk.
Authorised Signatory (Board / MD)
________________
Signature
Compliance Officer
________________
Signature
What Is a Anti-Bribery and Anti-Corruption Policy (India)?
An Anti-Bribery and Anti-Corruption Policy in India sets out the rules the organisation expects to be followed and the standards against which conduct will be judged.
The 2018 amendment to the PC Act was a watershed reform. Before 2018, Indian law primarily focused on the public servant who accepted a bribe; the bribe-giver was rarely prosecuted. The 2018 amendment introduced Section 7A, which criminalises the giving or offering of a bribe by a private individual or commercial organisation to a public servant. It also removed the requirement to prove a 'demand' from the public servant, making proactive bribery equally culpable. This fundamentally changed the risk environment for Indian businesses — companies can no longer rely on the 'we were extorted' defence without demonstrating that they had adequate anti-bribery procedures in place.
For listed companies, the Securities and Exchange Board of India (SEBI) Listing Obligations and Disclosure Requirements (LODR) Regulations 2015 require boards to confirm that all material information — including ongoing corruption investigations — is disclosed. The Companies Act 2013 (Section 177) requires listed and larger companies to establish audit committees with vigil mechanism/whistleblower policies, creating a statutory foundation for ABAC reporting channels.
An ABAC Policy documents a company's zero-tolerance stance on corruption, establishes clear gift and hospitality thresholds, mandates third-party due diligence, and creates a reporting and investigation framework — all of which constitute the 'adequate procedures' defence under international standards.
The legal framework governing the Anti-Bribery and Anti-Corruption Policy (India) in India draws on several key statutes and regulatory bodies. Under Indian law, the Indian Contract Act 1872 governs contractual obligations, with Section 10 setting essential requirements for valid agreements. The Companies Act 2013 regulates corporate entities through the Registrar of Companies (ROC) and Ministry of Corporate Affairs (MCA). The Industrial Disputes Act 1947 and state labour commissioners govern employment disputes. The Information Technology Act 2000 and IT (Reasonable Security Practices) Rules 2011 protect personal data. The Income Tax Act 1961 and Goods and Services Tax Act 2017 govern tax obligations through the Central Board of Direct Taxes (CBDT) and GST Council. Parties executing a Anti-Bribery and Anti-Corruption Policy (India) in India should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Indian Contract Act, 1872 sets the foundational requirements.
When Do You Need a Anti-Bribery and Anti-Corruption Policy (India)?
An Anti-Bribery and Anti-Corruption Policy is needed by every company operating in India, and is particularly critical in the following circumstances.
Companies subject to the Companies Act 2013 (Section 177): Listed companies and public companies with paid-up capital of ₹10 crore or more, or turnover of ₹100 crore or more, are required to establish a vigil mechanism (essentially a whistleblower policy). An ABAC Policy is the natural companion document — it defines what 'unethical behaviour' means for reporting purposes.
Companies with government contracts or regulatory interactions: Any business that sells to government entities, requires regulatory approvals, or has significant interactions with public officials faces heightened corruption risk. An ABAC Policy is essential to manage this risk and to demonstrate compliance to government counterparties.
Companies with international operations: If an Indian company has US-listed securities, transacts in US dollars through US banks, or operates in the UK or jurisdictions subject to UK Bribery Act jurisdiction, it is subject to the FCPA and/or UK Bribery Act 2010. The UK Bribery Act imposes an absolute liability standard on commercial organisations — the only defence is demonstrating 'adequate procedures' to prevent bribery. An ABAC Policy is central to establishing such adequate procedures.
Companies in high-risk sectors: Construction, infrastructure, mining, pharmaceuticals, defence, and telecom are sectors historically associated with high corruption risk in India (per Transparency International's Corruption Perceptions Index and TRACE Bribery Risk Matrix). Companies in these sectors need strong ABAC policies with sector-specific guidance.
Companies seeking foreign investment or M&A transactions: International investors and acquirers routinely conduct ABAC due diligence as part of their investment process. A well-documented ABAC Policy significantly reduces deal friction and can prevent deal failure due to corruption compliance concerns.
Parties in India should prepare a Anti-Bribery and Anti-Corruption Policy (India) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Indian law, the Indian Contract Act 1872 governs contractual obligations, with Section 10 setting essential requirements for valid agreements. The Companies Act 2013 regulates corporate entities through the Registrar of Companies (ROC) and Ministry of Corporate Affairs (MCA). The Industrial Disputes Act 1947 and state labour commissioners govern employment disputes. The Information Technology Act 2000 and IT (Reasonable Security Practices) Rules 2011 protect personal data. The Income Tax Act 1961 and Goods and Services Tax Act 2017 govern tax obligations through the Central Board of Direct Taxes (CBDT) and GST Council. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Anti-Bribery and Anti-Corruption Policy (India)
An effective Anti-Bribery and Anti-Corruption Policy for an Indian company should contain the following essential elements.
Policy Statement and Scope: A clear statement of the company's commitment to zero tolerance for bribery and corruption, applicable to all directors, employees, agents, subsidiaries, and third parties acting on the company's behalf. Reference to the PC Act 1988 (as amended 2018), Companies Act 2013, and any applicable foreign law.
Prohibitions: Explicit prohibition of offering, promising, giving, requesting, or accepting any undue advantage — monetary or non-monetary — to influence any business, government, or judicial decision. This applies to dealings with public servants (as defined in Section 2(c) of the PC Act) and with private sector counterparties.
Gifts and Hospitality Register: Defined monetary thresholds for permissible gifts and hospitality, an approval procedure for borderline items, and a register maintained by the compliance officer and reviewed by the audit committee.
Facilitation Payments: An explicit prohibition on facilitation payments (also called 'speed money' or 'grease payments') — small payments to government officials to expedite routine services — even where local practice may suggest they are expected.
Third-Party Due Diligence: Mandatory ABAC due diligence for agents, distributors, joint venture partners, and other third parties acting on behalf of the company; inclusion of ABAC representations, warranties, and audit rights in third-party contracts.
Training and Awareness: Mandatory annual training for all employees, with enhanced training for high-risk roles; acknowledgement and sign-off requirements.
Reporting Channel and Non-Retaliation: A confidential reporting mechanism (telephone hotline, email, or web portal) and explicit protection against retaliation for good-faith reports, consistent with the Whistleblowers Protection Act 2014.
Investigation and Disciplinary Procedures: A defined procedure for investigating reports, escalating to senior management and the board, engaging external counsel where appropriate, and taking proportionate disciplinary action.
Additional compliance elements for a Anti-Bribery and Anti-Corruption Policy (India) used in India include: Under Indian law, the Indian Contract Act 1872 governs contractual obligations, with Section 10 setting essential requirements for valid agreements. The Companies Act 2013 regulates corporate entities through the Registrar of Companies (ROC) and Ministry of Corporate Affairs (MCA). The Industrial Disputes Act 1947 and state labour commissioners govern employment disputes. The Information Technology Act 2000 and IT (Reasonable Security Practices) Rules 2011 protect personal data. The Income Tax Act 1961 and Goods and Services Tax Act 2017 govern tax obligations through the Central Board of Direct Taxes (CBDT) and GST Council. Forms-legal.com provides this template as a starting point for India-compliant documentation.
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Forms Legal. (2026). Anti-Bribery and Anti-Corruption Policy (India) (India) [Legal document template]. Forms Legal. https://forms-legal.com/india/business/policies/anti-bribery-anti-corruption-policy-india
"Anti-Bribery and Anti-Corruption Policy (India) (India)." Forms Legal, 2026, https://forms-legal.com/india/business/policies/anti-bribery-anti-corruption-policy-india.
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}Frequently Asked Questions
Anti-bribery and anti-corruption compliance in India is governed by an interlocking framework of statutes, each addressing different aspects of corrupt conduct. The Prevention of Corruption Act 1988 (PC Act) is the primary legislation. As significantly amended by the Prevention of Corruption (Amendment) Act 2018, it now criminalises bribery of both public servants (Sections 7–12) and, critically, commercial bribery between private parties (Section 7A and 8). Section 7 makes it an offence for a public servant to accept or agree to accept any undue advantage. The 2018 amendment introduced a direct offence of bribe-giving by commercial organisations and individuals (Section 7A) — this was a major reform bringing India closer to OECD anti-bribery standards. Conviction under the PC Act can result in imprisonment of three to seven years and fines. The Indian Penal Code 1860 (IPC) contains additional provisions relevant to corruption: Section 161 (taking gratification by a public servant to influence official acts), Section 165A (abetting offences under Section 161 by non-government persons), and Section 409 (criminal breach of trust by a public servant). After the PC Act 1988 was enacted, many IPC sections were superseded — but the IPC remains relevant for acts not covered by the PC Act. The Companies Act 2013 imposes obligations on companies listed on Indian stock exchanges to have a vigil mechanism (Section 177(9)) for reporting concerns about unethical behaviour, actual or suspected fraud, and violations of the company's code of conduct.
An effective Anti-Bribery and Anti-Corruption (ABAC) Policy for an Indian company should address the following key elements in detail. Tone from the Top: Senior management and the Board of Directors must visibly endorse and actively enforce the policy. The Companies Act 2013 (Section 134) requires the Board's Report to include a statement about the company's policy on director appointments and remuneration, and leading governance practice requires an equivalent statement about anti-corruption. Scope and Coverage: The policy should apply to all directors, officers, employees, and — critically — agents, intermediaries, contractors, and joint venture partners acting on behalf of the company. The 2018 amendment to the PC Act extended liability to commercial organisations for bribery committed by persons associated with the organisation. Prohibitions: The policy must clearly prohibit offering, promising, paying, requesting, agreeing to receive, or accepting any undue advantage — whether monetary or non-monetary — to or from public officials, private sector counterparties, or political parties. The PC Act 2018 removed the requirement for a 'demand' from a public servant to establish an offence — making proactive bribe-giving equally punishable. Gifts and Hospitality: A specific gifts and hospitality register and approval procedure should be established, with monetary thresholds (e.g., gifts not exceeding ₹500 per occasion, hospitality not exceeding ₹2,000 per person) and mandatory disclosure of borderline items.
The Prevention of Corruption Act 1988, as amended in 2018, prescribes significant criminal penalties for bribery and corruption in India. For public servants who accept bribes (Section 7, PC Act): minimum three years and maximum seven years imprisonment, plus a fine. The 2018 amendment removed the requirement to prove a 'demand' — acceptance of an undue advantage, even without an explicit quid pro quo, is sufficient for conviction. For commercial organisations or individuals who offer or give bribes to public servants (Section 7A, PC Act 2018): the same punishment of three to seven years imprisonment and fine applies to the bribe-giver. This was a significant departure from the pre-2018 position, where only the public servant was typically prosecuted. For abetment of offences (Section 12, PC Act): imprisonment from three to seven years and a fine, applicable to persons who abet bribery even if they are not the principal bribe-giver or receiver. For possession of disproportionate assets (Section 13, PC Act): imprisonment from four to ten years and a fine for public servants found to be in possession of assets disproportionate to their known sources of income — a provision frequently used in corruption investigations. Under the Indian Penal Code 1860, Section 409 (criminal breach of trust by a public servant) can result in life imprisonment or up to ten years imprisonment, and a fine.
Managing gifts and hospitality is one of the most practically challenging aspects of ABAC compliance in India, where gift-giving is culturally embedded in business relationships. An Indian company's anti-bribery policy must strike a balance between cultural sensitivity and strict legal compliance. The Prevention of Corruption Act 1988 (as amended 2018) does not define a specific monetary threshold below which a gift is permissible. Under the pre-2018 PC Act, courts sometimes applied an inadequate minimum-threshold analysis, but the 2018 amendment's removal of the demand requirement makes any gift to a public servant for the purpose of influencing an official act potentially criminal, regardless of value. For private sector gifts, the Companies Act 2013 and the Securities and Exchange Board of India (SEBI) Listing Obligations and Disclosure Requirements (LODR) Regulations 2015 do not prescribe specific gift thresholds, but the principle of transparency and the duty to disclose related-party transactions and conflicts of interest means that gifts of material value should be disclosed. Best-practice ABAC policies for Indian companies typically establish the following graduated framework:
Permitted without approval: Gifts and hospitality of nominal value (commonly ₹500 or less per occasion for gifts, and ₹1,500–₹2,000 per person per occasion for meals) that are clearly customary, appropriate to the occasion (festivals, professional milestones), and given openly without any intent to influence a business decision.
A Anti-Bribery and Anti-Corruption Policy (India) does not legally require a lawyer in India, and individuals and businesses may draft and execute the document independently. The Indian Contract Act, 1872 does not mandate legal representation for the creation or signing of this type of document. However, seeking independent legal advice from a qualified India lawyer is recommended for transactions involving substantial financial value, complex regulatory requirements, or cross-border elements where multiple legal jurisdictions may apply. A lawyer can verify that the document complies with all applicable statutory requirements, identify potential risks specific to the transaction, and confirm that the terms adequately protect the interests of all parties involved. The Supreme Court of India has jurisdiction over disputes arising from this type of document, and Registrar of Companies (ROC) may impose additional compliance obligations depending on the nature of the underlying transaction. Professional legal review is particularly advisable where the document will be submitted to government agencies or used as evidence in legal proceedings.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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