Vicarious liability for corporate offences extends to officers and partners, subject to a due diligence defence.

Section 137 deems a company and the persons in charge of its business at the time of an offence to be guilty and liable to prosecution; it also deems any director, manager, secretary or other officer guilty where the offence occurred with their consent, connivance or attributable negligence. The provision applies mutatis mutandis to partners, the karta or managing trustee in non corporate entities, while preserving a defence where the person proves the offence occurred without their knowledge or despite exercise of all due diligence to prevent it.

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