Strict corporate liability for statutory filing defaults applies to companies even without wilful non-compliance.

A company was held liable for penalty for failure to file the statutory list of members within time under section 32, even though the default was not wilful. The court held that the words "knowingly" and "wilfully" applied only to officers who authorise or permit the default, not to the company itself. Because a company cannot in law possess mens rea in the same way as a natural person, its liability for the statutory default was strict. The company's acquittal was therefore set aside, while absence of wilfulness remained relevant only to the officers.

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Issues: Whether a company can be penalised for failure to file the statutory list of members within time under section 32 even though the default was not wilful, and whether the requirement of knowledge or wilfulness applies to the company or only to its officers.

Analysis: Section 32 distinguished between the company and its officers. The defaulting company was made liable for non-compliance simpliciter, while the words "knowingly" and "wilfully" were attached only to officers who authorise or permit the default. A company, as a corporate entity, cannot in law be said to "know" or "will", so those mental elements cannot be imported into the company's liability. The absence of wilful default may protect the officers, but it does not absolve the company from the statutory penalty for continued non-compliance.

Conclusion: The company was liable for penalty notwithstanding the absence of wilful default, and the acquittal of the company was set aside.

Ratio Decidendi: Where a penal provision makes the company liable for default and uses the terms "knowingly" and "wilfully" only in relation to officers, the company's liability is strict for the statutory default, while the mental element is relevant only to the officers.

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