Corporate liability for regulatory offences extends to officers where consent, connivance or negligence is shown. Section 137 deems a company and the person in charge of its business at the time of an offence to be guilty and liable to proceed against; where the offence is committed with the consent, connivance or attributable negligence of a director, manager, secretary or officer, that officer is also deemed guilty. Partnership firms, LLPs, HUFs and trusts are treated similarly by deeming partners, kartas or managing trustees guilty with sub section (2) applying mutatis mutandis. A defence exists if the person proves lack of knowledge or that all due diligence to prevent the offence was exercised. 'Company' and 'director' are defined for these purposes.