Horwill, J.

1. Under Section 32 of the Companies Act a company has to draw up a list of the members of the company and of the persons who have ceased to be members since the date of the last return. That list has to be completed within 21 days after the ordinary general meeting and a copy has to be sent, signed by a director or the manager or the secretary, to the Registrar. In this case, whereas the list should have been sent to the Registrar on or before 20th November, 1939, it was not in fact filed until 3rd January, 1940. A case was therefore filed against the company and its directors for not complying with the requirements under Section 32 of the Act. The Sub-Divisional Magistrate of Cocanada held that there was no reason to think that the failure to submit this return was due to anything but negligence and that as the delay was not due to any wilful default, they were not guilty of any offence. He therefore acquitted them. The Crown has preferred an appeal with regard to the acquittal of the company.

2. The words knowingly and wilfully, which are found to be the necessary ingredients of the offence by the learned Magistrate, cannot be applied to a company at all. A compan