NAGAPPA, J. ( 1 ) THIS appeal by the State is directed against the Judgment and order dated 12-12-1978 passed by the Sessions Judge, u. K. , Karwar, in Crj. A. No. 22 of 1978 setting aside the judgment and order dated 24-6-1 78 passed by the Judicial magistrate I Class, Haliyal, in C. C. No. 1488 of 1977 convicting the respondents, who are A-1 to A-7, for an offence punishable under S. 210 (5) of the Companies Act, 1956 (hereinafter referred to as 'the Act') and sentencing each on,e of them to pay a fine of Rs. 300 and in default to suffer simple imprisonment for a period of two months. A few facts of the case are, that M/s timbjo Minerals (P) Ltd. is a Company registered under the Act on 3-3-1972 having its registered office at Castle Rock u. K. , Karwar, and that A-l is its Managing Director and A-2 to A-7 are its directors. It is the case of the prosecution that under the provisions of sub-sec. (1) of S. 210 of the Act at every annual general body meeting held in pursuance of S. 166 of the Act, the Board of Directors of the Company have to lay before the company a balance sheet as at the period specified in that section as also the profit and loss account for the said period. The said Directors of the Company at its annual general body meeting held on 31-12-1976 did not comply with the said mandatory provisions and as such committed an offence punishable under sub-section (5) of S. 210 of the act. The complaint was presented by the assistant Public Prosecutor before the trial Court on 23-5-1977. It was registered and summons were issued. As the case is triable as a summons case Sri r O. Kamath, who was representing the accused before the trial Court, had received documents on behalf of the accused as required under S 207 Cr. P. C The accusation was put to the learned counsel who pleaded not guilty and claimed to be tried by the Court. Thereafter the prosecution examined one K. Raghu, a clerk who was working in the Registrar of companies office at Bangalore as P. W.-1 and through him got marked Exs. P-1 to p-13 and the learned counsel Sri Kamath was examined on behalf of the accused under S. 313 Cr. Thereafter the prosecution examined one K. Raghu, a clerk who was working in the Registrar of companies office at Bangalore as P. W.-1 and through him got marked Exs. P-1 to p-13 and the learned counsel Sri Kamath was examined on behalf of the accused under S. 313 Cr. P. C. He contended that the allegations made against the accused were false and baseless and that they have not committed any offence. The learned magistrate after assessing the evidence of the prosecution came to the conclusion that the prosecution has proved the offence against the accused and convicted" and sentenced them as aforesaid. Aggrieved by the said conviction and sentence the accused preferred an appeal before the Sessions Judge, U. K. , Karwar, in Crl. A. No. 22/1978, who by his judgment dated 12-12-1978 allowed the appeal and set aside the conviction and sentence passed on the accused by the Magistrate and acquitted them. Aggrieved by the said judgment of acquittal the State has preferred this appeal. Sri Jayaram Chouta, learned High court Government Pleader, appearing for the State, contended among other grounds that the judgment, of acquittal passed by the learned Sessions Judge is erroneous inasmuch as he has not taken into consideration the admitted fact that the accused had not placed before the annual general body meeting held on 31-12-1976 the profit and loss account and balance sheet as spoken to by'p. W.-1, in which' case the learned Sessions Judge could not have come to the conclusion that the accused have not committed the offence alleged against them. He further contended that even otherwise there is nothing placed on record by the accused by way of rebuttal that the accused have complied with the mandatory provisions of sub-section (1) of S 210 of the Act and therefore the judgment of acquittal passed by the learned Sessions Judge cannot be sustained. On the other hand Sri G. Sarangan learned counsel appearing for the accused submitted that the learned Sessions Judge was justified in coming to the conclusion that no offence has been proved against the accused inasmuch as the prosecution has failed to prove the requirements and ingredients which constitute an offence under S. 210 (5) of the act. On the other hand Sri G. Sarangan learned counsel appearing for the accused submitted that the learned Sessions Judge was justified in coming to the conclusion that no offence has been proved against the accused inasmuch as the prosecution has failed to prove the requirements and ingredients which constitute an offence under S. 210 (5) of the act. Elaborating his argument" what he submitted was that what constitutes the offence which is made punishable under s. 210 (5) of the Act is not mere failure to place before the annual general body meeting the required profit and loss account as also the balance sheet, but the failure to take all reasonable steps to comply with the provisions of the said section. In the absence of specific proof in that behalf, he submitted, that the learned Sessions Judge was justified in holding that the prosecution has failed to prove the charge against the accused. He also commended the reasoning of the learned Sessions Judge for acceptance. To appreciate the rival contentions of both the learned counsels it is necessary to advert to the relevant provisions of the Act. Sub-section (1) of S. 210 of the Act reads thus:- 210 (1) :"at every general meeting of a company held in pursuance of S. 166, the Board of directors of the compony shall lay before the company- (a) a balance sheet as at the end of the period specified in sub section (3); and (b) a profit and loss account for that period. "sub-sec. (5) of S. 210 of the Act reads as follows : s 210 (5) :"if any person, being a director of a company, fails to take all reasonable steps to comply with the provisions of this section, he shall, in respect of each offence, be punishable with imprisonment for a term which may extend to six months or with fine which may extend to one thousand rupees, or with both. " (Provisos omitted as unnecessary ). It is, therefore, clear that the Board of directors of the company are under an obligation that at every annual general body meeting of the company held in pursuance of S 166 of the Act they have to place before the company the balance sheet as at the end of the period specified in sub-section (3) as also the profit and loss account for that period. Sub-section (5) of S. 210 of the Act which is the penal section, contemplates that if any person, who is a director of the company 'fails to take all reasonable steps to comply with the provisions of this section' shall be liable for punishment in respect of each offence which may extend to six months imprisonment or with fine which may extend to Rs. 1000 or with both. The second proviso to sub-section (5) of of S. 210 of the Act provides that no person shall be sentenced to imprisonment for any such offence unless it was committed wilfully. It is in the background of these salient features contained in the above provisions, we have to find out whether the prosecution has placed on record the necessary materials which constitute the offence in question said to have been committed by the accused. It is not disputed nor it could be disputed that the annual general body meeting of the Company was held on 31-12-1976 and during that meeting no profit and loss account for the period in question as also the balance sheet was placed before the company, But on the adjourned date of meeting, i. e. , on 7-3-77 the directors of the company placed the balance sheet and profit and loss account before the company for tue relevant period and thereafter informed about the same to the Assistant Registrar of Company, bangalore. Thereafter the Assistant Registrar issued a notice as per Ex. P-4 dated 8/14-3-1977 to show cause as to why action should not be taken against them as they had failed to comply with the mandatory provisions of sub-section (1) of S, 210 of the Act. In response to that letter the company sent a letter as per Ex. P-13 to the effect that the accounting year ending of the company was changed from 31-3-1976 to 30-6-1976 and thus the accounting year 1975-76 was of 15 months. It is also stated therein that due to increased volume of work the audited account could not be completed and the auditors of the company had told them that the audit would be completed by the end of February. Therefore, the annual general body meeting held on 31-12-1976 did not consider the accounts for the year ended 30-6-1976 and thus the meeting was adjourned to 7-3-1977 for consideration of accounts. Therefore, the annual general body meeting held on 31-12-1976 did not consider the accounts for the year ended 30-6-1976 and thus the meeting was adjourned to 7-3-1977 for consideration of accounts. It is further stated therein that they would be sending balance sheet under separate cover before 7-4-1977. The receipt of this letter is not disputed by the prosecution. In this background we have to find out whether the accused have committed the offence alle- ged against them. As already adverted to, what is made punishable is not mere failure of placing the profit and loss account as also the balance sheet for the relevant period before' the company at the time of annual general body meeting, but on the other hand what is made punishable is the failure on the part of the persons concerned, namely, the directors of the company to take all reasonable steps to comply with the provisions of sub-section (1) of S. 210 of the act. Therefore, the ingredients necessary to be proved by the prosecution in such circumstances are, (i) the failure on the part of the Board of directors of the company to place a balance sheet as at the end of the period as also the profit and loss account in the annual general body meeting of the company before the company and (ii) failure to take all reasonable steps to comply with the provisions of sub-section (1) of S 210 of the act. In this case as far as the first ingredient is concerned, it is not disputed that the Directors of the company did not place the relevant documents in the annual general body meeting held on 31-12-1976. The case of the prosecution is that the Directors of the company have also failed to take all reasonable steps to place the said documents before the annual general body meeting held on 31 12-1976. In this regard the prosecution has examined only PW-1. A perusal of the evidence of PW-1 would not throw any light upon this aspect of the matter. On the other hand we have before us Ex P-13, which is in reply to the notice issued by the Assistant Registrar of Companies, Bangalore, dealing with the circumstances under which they were not in a position to place the relevant documents before the annual general body meeting held on 31-12-1976. On the other hand we have before us Ex P-13, which is in reply to the notice issued by the Assistant Registrar of Companies, Bangalore, dealing with the circumstances under which they were not in a position to place the relevant documents before the annual general body meeting held on 31-12-1976. It is clearly stated therein that due to increased volume of work the company auditors could not complete the audit work within the required time and immediately the audit is over they would comply with the mandatory provisions It is, therefore, clear that there is nothing to show that the Directors of the company have not taken all reasonable steps to comply with the mandatory provisions. On the other hand the accounts of the company were being audited and as it was not completed before 31-12-1976, the board of directors could not lay the same before the company. Hence the prosecution has failed to prove the second ingredient necessary to constitute an offence with which the accused were charged. If that is so, the view taken by the learned sessions Judge is in accordance with law and the same cannot be interfered with. In the result, for the reasons stated above, this appeal fails and is dismissed. --- *** --- .