Holding

Section 630(1) of the Companies Act, 1956 applies to both current and former officers or employees, and the two clauses create separate offences with 'any such property' in clause (b) referring to any company property, making the petitioner's refusal to vacate an offence.

Summary

The petitioner, a former joint manager of a government undertaking, was allotted a company flat during his service and was allowed to stay for six months after retirement on humanitarian grounds. He failed to vacate, prompting the Shipping Corporation of India to lodge a complaint under s.630 of the Companies Act, 1956 for wrongful withholding of company property. The Supreme Court examined whether the term "officer or employee" in s.630(1) includes past officers and whether the phrase "any such property" in clause (b) limits the offence to property wrongfully obtained. The Court held that the provision applies to both present and former officers, that clauses (a) and (b) create distinct offences, and that "any such property" refers to any company property, not only that wrongfully obtained. Consequently, the petition for special leave was dismissed and the petitioner was ordered to vacate the flat within a month.

Issues considered

Does the term 'officer or employee' in s.630(1) of the Companies Act, 1956 include past officers and employees?
Does the phrase 'any such property' in clause (b) qualify the words 'any property of a company' in clause (a) or refer to any company property?
Are clauses (a) and (b) of s.630(1) distinct offences applicable to past officers or employees?
Can a court issue process under s.630(2) against a former officer or employee?
Should the penal provision of s.630 be interpreted strictly or liberally?

Legislation cited

Companies Act, 1956s. 538, s. 545, s. 630
Public Premises (Eviction of Unauthorised Occupants) Acts. 1971

Subjects

Companies ActSection 630officer or employeepast officerwrongful withholdingcompany propertypenal provisionstrict constructioncorporate housingeviction

Judgment

BALDEV KRISHNA SAHI
A ~
v. '
SHIPPING CORPORATION OF INDIA LIMITED & ANR.

SEPTEMBER 17, 1987

B [A.P. SEN AND B.C. RAY, JJ.]

Companies Act, 1956: s. 630-Property of company-Wrongful y
withholding of-Penalty for-Officer allotted flat by company-
Refusing to vacate after retirement-Prosecution for-Whether permis-
sible.

c Interpretation of Statutes: Penal provisions-When to be benefi-

'
cently construed.

Words &·Phrases: Terms 'Officer or employee', 'any property of
a company' and 'any such property'-Meaning of-Companies Act,
D 1956, s. 630.

Sub-section (1) of s. 630 of the Companies Act, 1956 provides for
launching of prosecution against an officer or employee of a company,
who (a) wrongfully obtains possession of any property of a company, or
(b) having any such property iu his possession wrongfully withholds or
knowingly misapplies the same. )
E

The petitioner who was given a Oat by the company for his resi-
dence during the period of his employment did not vacate it on his
retirement. He was granted six months time on humanitarian grounds
upon his undertaking to comply with. Upon his failure to vacate the
F premises the company lodged a complaint against him under s. 630 of
the Act for wrongful withholding of its property. The Magistrate took ),
congnizance of the complaint and directed issue of process.

Dismissing the writ petition filed by him under Art. 227 of the
Constitution read with s. 482 Cr. P.C. seeking to quash the proceed-
G ings, the High Court following its consistent view in a series of cases that
the term 'officer or employee' in sub-s. (l) of s. 630 must be interpreted to
mean not only the present officer or employee of company but also to
include past officers and employees of the company and that the words !-
'any such property' in cl. (b) qualify the words 'any property of a
company' appearing in cl. (a), held that the case does not call for
H interference.
168
B.K. SAHi v. SHIPPING CORPN. 169

In the special leave petition it was contended for the petitioner
A
that the provision contained in s. 630 of the Act is a penal provision and,
therefore, must be subject to a strict construction and there is no room
for intendment, that the term 'officer or employee' occurring in sub-s.
(I) of s. 630 refers only to the existing officers and employees of a
company, and not the past officers, and that cl. (b) of sub-s. (I) does not
stand by itself but is interconnected with cl. (a) thereof and therefore cl. B
(a) and cl. (b) must be read together and when so read the words 'any
such property' in cl. (b) do not qualify the words 'any property of a
company' in cl. (a) and only relate to the property of company wrong-
fully taken possession of by a present officer.
c
Dismissing the special leave petition,
c
HELD: 1. Section 630 of the Companies Act, 1956 plainly makes
it an offence if an officer or employee of the company who was permit-
ted .to use any property of the company during·his employment, wrong-
fully retains or occupies the same after the termination of his
employment. [176F-G] D

2.1 The term 'officer or employee' of a company in s. 630(1)
applies not only to existing officers or employees but also to past officers
or employees if such officer or employee either (a) wrongfully obtains
possession of any property, or (b) having obtained such property during
the course of his employment, withholds the same after the termination E
of his employment. [I79B-C]

2.2 The beneficent provision contained in s. 630 of the Com-
~ panies Act though penal, has been purposely enacted hy the legislature
with the object of providing a summary procedure for retrieving the
property of the company. It is the duty of the Court to place a broad F
. and liberal constructiou on the provision in furtherance of the object
\ and purpose of the legislation which would suppress the mischief and
advance the remedy. [I75C-E]

2.3 Sub-s. (I) of s. 630 of the Act hy clauses (a) and (h) creates
two distinct and separate offences: (I) Where an officer or employee of G
a company wrongfully obtains possession of any property of the com-
pany during the course of his employment, to which he is not entitled.
+ Normally, it is only the present officers and employees who can secure
possession of any property of a company. It is also possible for such an
officer or employee after termination of his employment to wrongfully
take away possession of any such property. This is the function of cl. (a) H
170 SUPREME COURT REPORTS [1988] I S.C.R.

A and although it primarily refers to the existing officers and employees,
r. -'f·
it may also take in past officers and employees. (2) Where an officer or
employee of a company having any property of a company in his posses·
sion wrongfully withholds it or knowingly applies it to purposes other
than those expressed or directed in the articles and authorised by the
B Act. It may well be that an officer or employee may have lawfully
obtained possession of any such property during the course or his emp·
loyment but wrongfully withholds it after the termination of his employ-
ment. That appears to be one of the functions or cl. (b). Clause (b) also y
makes it an offence if any officer or employee of a company having any
property of the company in his possession knowingly applies it to
purposes other than those expressed or directed in the articles and
C authorised by the Act. That would primarily apply to the present
officers and employees and may also include past officers and '
employees. There is therefore no warrant to give a restrictive meaning
to the term 'officer or employee' appearing in sub-s. (1) of s. 630 of the
Act. [175F-H; 176A-C]·
D
3. It is quite evident that clauses (a) and (b) are separated by the
word 'or' and therefore are clearly disjunctive. The whole object
of enacting the provision is the preservation or the property of a com-
pany by the creation or two distinct offences by clauses (a) and (b) which
arise under different sets of circumstances, and it wonld be rendered
nugatory by projecting cl. (a) into cl. (h). [176C, D-E]
E
4. According to the plain construction, the words 'any snch pro-
perty' in cl. (h) relate to 'any property of a company' as mentioned in
cl. (a). It is wrongful with-holding or such property meaning the pro-
perty of the company after termination or the employment, which is an
F offence under s. 630(l)(h) of the Act. [176F; t77E-F]

5. The petitioner given one month's time to vacate the premises ~ .
failing which the respondents to take such proceedings as the law pro-.
vides. The Additional Chief Metropolitan Magistrate to proceed with
the trial and dispose it of expeditiously. [1790-E]
G Harkishan· Lakhimal Gidwani v. Achyat Kashinath Wagh &
Anr., [1982] 53 Company Cases 1, and Govind T. Jagtiani v. Sirajuddin
S. Kazi & Anr., [1984) 56 Company Cases 329, approved.

Amritlal Chum v. Devi Ranjan !ha & Anr., [1987) 61 Company r
H Cases 211, overruled.
B.K. SAHi v. SHIPPING CORPN. [SEN, J.) 171

CRIMINAL APPELLATE JURISDICTION: Special Leave A
Petition (CRL.) No. 1765 of !987

From the Judgment and Order dated 8/9.7.1987 of the Bombay
High Court in W.P. No. 332 o~ 1987.

V.N. Ganpule for the Petitioner. B

Soli J. Sorabjee, K.J. John and A.K. Desai for the Respondents.
y
The Judgment of the Court was delivered by

SEN, J. The Companies Act, 1956 bys. 630, enacts:
c
"630. Penalty for wrongful withholding of property-(!) If
any officer or employee of a company-

(a) wrongfully obtains possession of any property of
a company; or D

(b) having any such property in his possession
wrongfully withholds it or knowingly applies it to purposes
other than those expressed or directed in the articles and
authorised by this Act;
E
he shall, on the complaint of the company or any creditor
or contributory thereof, be punishable with fine which may

- extend to one thousand rupees.

(2) The Court trying the offence may also order such
officer or employee to deliver up or refund, within a time F
to be fixed by the Court, any such property wrongfully
obtained or wrongfully withheld or knowingly misapplied,
or in default, to suffer imprisonment for a term which may
extend to two years."

The only question involved in this special leave petition is as to G
the scope and effect of sub-s. (1) of s. 630 of the Act. The controversy
is as to the meaning of the term 'officer or employee' used in sub-s(l)
of s. 630 and as to the meaning of the words 'any such property' in
cl. (b) thereof and there is a conflict of opinion between the High
Courts of Calcutta and Bombay on the question. On a literal construc-
tion of the term 'officer or employee' occurring in sub-s. (1) ofs. 630 of H
172 SUPREME COURT REPORTS [1988] 1 S.C.R.

A the Act, the High Court of Calcutta in Amritlal Chum v. Devi Ranjan
Jha & Anr., [1987] 61 Company Cases 211 held that it refers only to
the existing officers and employees of a company. It also held that the
words 'any such property' ins. 630(1)(b) relate to property specified in
cl. (a) viz. property of a company wrongfully taken possession of by a
present officer or employee of the company. The High Court of
B Bombay, on the other hand, has placed a beneficent construction on
the provisions contained ins. 630 and according to it, the term 'officer
ocemployee' in sub-s. (1) of s. 630 must be interpreted to mean not
only the present officers and employees of a company but also to
include past officers and employees of the company. It is also of the
view that the words 'any such property' in cl. (b) qualify the words 'any
property of a company' appearing in cl. (a). That has been the consis-
C tent view taken by the High Court of Bombay in a series of cases. See:
Harkishan Lakhimal Gidwani v. Achyut Kashinath Wagh & Anr.,
[ 1982] 53 Company Cases 1, Govind T. Jagtianiv. Sirajuddin S. Kazi &
Anr. , [1984] 56 Company Cases 329 which have since been followed in
a series of cases referred to by the learned Single Judge (Ashok Agar-
D wal, J.).

The issues involved in the special leave petition are of consider-
able importance to the corporate sector as many of the business
organisations, both in the public as well as 'the private sector, are
required to provide residential accommodation to their officers and
E employees as a condition of their service to attract better talent and
have of necessity to purchase residential flats in multi-storeyed build-
ings in large cities and towns for the use of such officers and employees

p
during the course of their employment, and the question is whether the
provisions contained in sub-s. ( 1) of s. 630 which provide for the
launching of a prosecution against an officer or employee of a com-
pany for wrongful possession of such property under els. (a) and (b) of
sub-s. (1) of s. 630 and for the recovery of such property by the issue of
-
process under sub-s. (2), also extends to past officers and employees of
the company and whether the Court trying the offence has the power
to issue a process under sub-s. (2) against such officer or employee. At
the conclusion of the hearing we had by a short order dismissed the
G special leave petition and held that the view expressed by the learned
Single Judge following the earlier decisions of the High Court in
Harkishan Lakhimal Gidwani and reiterated in Govind T. Jagtiani was
to be preferred to the view to the contrary expressed by the High Court .:..
of Calcutta in Amritlal Chum. As the respondent Shipping Corpora- I
tion of India, a public sector undertakings, was in dire need of the flat
H in question which is situate in a posh locality like the Cuffe Parade in
B.K. SAHi v. .SHIPPING CORPN. [SEN, J.I 173

Bombay, for the use of its senior executives, we could not accede to A
"j- the request of the learned counsel for th~ petitioner to refer the case to
a bench of three Jtldges and heard iearned counsel for the parties at
quite some length on August 27, 1987 and dismissed the special leave
petition. The reasons therefor follow.

At the very threshold it is necessary to set out a few facts. The B
petitioner Baldev Krishan Sabi was an Under Secretary to the Govern·
ment of India in the Ministry of Shipping & Transport and on May 21,
Y 1974 accepted employment as Joint Manager in the Mogul Line
Limited, a Government of India undertaking, after obtaining release
from government service. He was first allotted a service quarter. In
1975 the company purchased a spacious flat being flat No. 151 in Jolly C
Maker Apartment III at 119, Cuffe Parade and the petitioner being the
/_ seniormost executive was allotted the flat for his residence. The
~ petitioner retired from the service of the company on or about
September 30, 1984. Prior to that i.e. on September 26, 1984 he
addressed a letter requesting the company to permit him to continue to
live in the company's premises during the period of his accumulated D
leave after his retirement i.e. for a period of six months, undertaking
to vacate the flat as early as possible. It appears that the company on
humanitarian grounds acceded to this request and permitted the
petitioner to stay on in the company's flat for s~ months after his
retirement and in accordance with the company's rules, he was re·
~ quired to pay compensation for the use of the premises. After the E
expiry of the said period of six months, the company addressed a letter
dated April 26, 1985 requesting the petitioner to vacate the premises

- stating that if he failed to do so, he would be liable to pay higher
compensation as per the company's rules. Since the petitioner failed to
vacate the flat, the company initiated proceedings for his eviction un·
der the Public Premises (Eviction of Unauthorised Occupants) Act,
. 1971. The Estate Officer by order dated December 2, 1985 directed
F

\the eviction of the petitioner. The petitioner carried an appeal to the
City Civil & Sessions Court, Bombay but the same was dismissed by
the Principal Judge, City Civil Court by his order dated January 16,
1986. He then weferred a revision to the High Court and the High
Court by its order da.ted January 28, 1986 allowed the same, set aside G
the eviction order and directed the Estate Officer to give a personal
hearing to the petitioner. Instead of availing of that opportunity, the
petitioner on March 3, 1986 moved the High Court by a petition under
~ Art. 226 of the Constitution and obtained ad-interim stay of the pro-
ceedings before the Estate Officer. A few days _thereafter ':e. on H
March 7, 1986 the petitioner instituted a smt being CIVIi Smt No.
174 SUPREME COURT REPORTS (1988] 1 S.C.K.

A 1382/86 in Small Causes Court, Bombay seeking a declaration that he
was a tenant of the disputed flat, which is now pending. -1"·
In view of this, the company was constrained to lodge a comp·
laint against the petitioner under s. 630 of the Act in the Court of the
Additional Chief Metropolitan Magistrate, 37th Court, Esplanade,
B Bombay alleging that he was wrongfully withholding the flat in ques-
tion which had been given to him for his residence during the period of
his employment and and thereby committed an offence punishable
under s. 630. The learned Magistrate by his order dated May 22, 1986
took cognizance of the complaint against the petitioner and directed
issue of process. On June 30, 1986 the company merged with the
C Shipping Corporation of India and all its assets and liabilities were
taken over by the Corporation. The Corporation in the counter·
affidavit inter alia has pleaded that there is acute shortage of housing
accommodation in the Metropolitan City of Bombay and it becomes
necessary for the Corporation with a view to attract good talent to
provide suitable housing accommodation to its officers and employees,
D and that due to acute financial liquidity it is not possible for the Corpo·
ration to buy property in Bombay for this purpose. It is further
pleaded that the petitioner was given the flat for his residence during
the period of his employment and that he was bound to vacate the same
after his retirement. It is asserted that the petitioner with a dishonest
intention is wrongfully withhoding the flat and has instituted false and
E frivolous proceedings with the ulterior object of protracting and delay·
ing the eviction proceedings. We are informed that the petitioner has
been deliberately and dishonestly withholding the flat covering an area

F
of 1750 square feet in Cuffe Parade which is a posh area, valued at
approximately Rs.30 lakhs and putting it to his own use contrary to the
terms of his employment.

The first and foremost argument of learned counsel for the
-
petitioner is that the provision contained in s. 630 of the Act is a penal !-
provision and therefore must be subject to a strict construction and ·
there is no room for intendment. It is submitted that on a true
construction, the scope and effect of the section was limited to such
G property of the company which was wrongfully obtained by an officer
or employee of the company. Emphasis was placed upon the words
·any such property' in cl. (b) of sub·s. ( 1) for the contention that cl. (b)
does not stand by itself but is inter-connected with cl. (a) and therefore
both clauses (a) and {b) must be read together. In essence, the submis· -t
sion is that sub-s. ( 1) of s. 630 of the Act makes it an offence where any
H officer or employee of a company wrongfully withholds possession of
B.K. SAHi v. SHIPPING CORPN. (SEN, J.] 175

such property of the company. Secondly, it is contended that the legis-
A
lature never intended to include past officers and employees of a com-
pany within the ambit of s. 630 of the Act which provides for prosecu-
tion of an officer or employee of a company for wrongfully withholding
the property of the company inasmuch as it has used different languages
where it was so intended, namely, in ss. 538 and 545. The entire
argument of the learned counsel is based upon the judgment of the B
High Court of Calcutta in Amritlal Chum's case. We are afraid, we
y find it difficult to subscribe to the narrow construction placed by the
High Court of Calcutta on the provision contained in sub-s. (I) of
s. 630 of the Act which defeats the very purpose and object with which it
had been introduced.

The beneficent provision contained ins. 630 no doubt penal, has c
1
,
been purposely enacted by the legislature with the object of providing
a summary procedure for retrieving the property of the company (a)
where an officer or employee of a company wrongfully obtains posses-
sion of property of the company, or (b) where having been placed in
possession of any such property during the course of his employment. D
wrongfully withholds possession of it after the termination of his emp-
loyment. It is the duty of the Court to place a broad and liberal
construction on the provision in furtherance of the object and purpose
of the legislation which would suppress the mischief and advance the
remedy.
E
Section 630 of the Act which makes the wrongful withholding of
any property of a company by an officer or employee of the company a
penal offence, is typical of the economy of language which is
characteristic of the draughtsman of the Act. 'The section is in two
parts. Sub-s.(1) by clauses (a) and (b) creates two distinct and separate
offences. First of these is the one contemplated by cl. (a), namely, F
where an officer or employee of a company wrongfully obtains posses-
sion of any property of the company during the course of his employ-
ment, to which he is not entitled. Normally, it is only the present
officers and employees who can secure possession of any property of a
company. It is also possible for such an officer or employee after
termination of his employment to wrongfully take away possession of G
any such property. This is the function of cl. (a) and although it
primarily refers to the existing officers and employees, it may also take
in past officers and employees. In contrast, cl. (b) contemplates a case
where an officer or employee of a company having any property of a
company in his possession wrongfully withholds it or knowingly
applies it to purposes other than those expressed or directed in the H
176 SUPREME COURT REPORTS [1988) I S.C.R.

A articles and authorised by the Act. It may well be that an officer or
employee may have lawfully obtained possession of any such property
during the course of his employment but wrongfully withholds it after
the termination of his employment. That appears to be one of the
functions of cl. (b ). It would be noticed that cl. (b) also makes it an
offence if any officer or employee of a company having any property of
a the company in his possession knowingly applies it to purposes other
than those expressed or directed in the articles and authorised by the
Act. That would primarily apply to the present officers and employees
and may also include past officers and employees. There is therefore
no warrant to give a restrictive meaning to the term 'officer or emp-
loyee' appearing in sub-s. (I) of s. 630 of the Act. It is quite evident
C that clauses (a) and (b) are separated by the word 'or' and therefore
are clearly disjunctive.

The High Court of Calcutta in Amritlal Chum's case obviously
fell into an error in seeking to curtail the ambit of s. 630( !)(b) by
giving a restrictive meaning to the terms 'officer or employee' which
D must take its colour from the context in which it appears. The whole
object of enacting sub-s. (!) of s. 630 is the preservation of the pro-
perty of a company by the creation of two distinct offences by clauses
(a) and (b) which arise under different sets of circumstances, and it
would be rendered nugatory by projecting cl. (a) into cl. (b). There is
also no warrant for the construction placed by the High Court of
E Calcutta on the words 'any such property' occurring in cl. (b) as appli-
cable to such property of a company, possession of which is wrongfully
obtained by an officer or employee of the company i.e. refers to the
whole of cl. (b). According to the plain construction, the words 'any
such property' in cl. (b) relate to any property of a company as
mentioned in cl. (a).
F
Section 630 of the Act plainly makes it an offence if an officer or
employee of the company who was permitted to use any property of
the company during his employment, wrongfully retains or occupies
the same after the termination of his employment. By a curious pro-
cess of reasoning, the High Court of Calcutta in Amritlal Chum's case
G held that s. 630 of the Act applies only to the existing officers and
employees and not to those whose employment has been terminated.
In somewhat similar facts, an officer of Messrs Jardine Hendersons
Limited who had been placed in possession of a furnished flat in pre-
mises no. 27, Ballygunj Park, Calcutta as a condition of his servi£e, +
wrongfully retained possession thereof after ceasing to be an officer of
H the company. The question was whether he had thereby committed an
B.K. SAHi v. SHIPPING CORPN. (SEN, J.] 177

offence punishable under s. 630 of the Act. N.G. Chaudhuri, J. speak- A
1 ing for himself and G.C. Chatterjee, J. held that the opening words of
sub-s. ( 1) of s. 630, namely, 'if any officer or employee of a company'
qualify 'the acts of delinquency' specified in clauses (a) and (b)
thereof. He further held that the High Court of Bombay was in error in
laying down in Govind T. Jagtiani's case that for purposes of prosecu-
tion, cl. (a) of s. 630(1) was referable to existing officer or employee of B
a company, while cl. (b) was wide enough to include former or past
officer or employee of the company inasmuch as on a plain reading of
the section the two clauses do not permit different interpretations, as
suggested. Further, whenever the framers of the law in their wisdom
thought it proper to bring within the mischief of the provisions of the
Act former officers or employees of a company, they did not hesitate
to do so and they expressly legislated. In particular, the learned Judge C
referred to s. 538 which provides for prosecution for offences by offi-
cers of companies in liquidation and uses the expression 'a past or
present officer of a company etc.', as also s. 545 which provides for
prosecution of delinquent officers and members of a company during
the course of winding up and uses the words 'any past or present D
officer etc.' Upon that basis, he observed that there was no reason to
give a twisted and laboured interpretation to the provisions of s. 630 of
the Act which its plain reading does not permit. The learned Judge
also referred to the words 'any such property' in cl. (b) as taking in the
property mentioned in cl. (a) i.e. property wrongfully obtained. The
reasoning of the learned Judges does not bear scrutiny and renders E
cl. (b) of s. 630( I) wholly redundant.

It is the wrongful withholding of such property, meaning the
property of the company after termination of the employment, which
is an offence under s. 630(1)(b) of the Act, as rightly pointed out by
V.S. Kotwal, J. in Harkishan Lakhimal Gidwani v. Achyut Kashinath F
Wagh (supra). The facts were also identical as here. The petitioner
\_ there was the General Manager of a company known as the English
Electrical Company of India Limited, a company incorporated under
the Companies Act, 1956 having its registered office at Calcutta. He
had been allotted the premises of a flat, approximately 3,500 square
feet in area, located at Mayfair Gardens, Little Gibbs Road, Bombay. G
He had been inducted into the flat only by virtue of his capacity as the
General Manager of the company's branch office at Bombay but the
company allowed him to retain the same on humanitarian grounds for
a short period after his retirement to enable him to find alternative
accommodation. This humanitarian and charitable consideration
shown by the company was reciprocated by the petitioner by adopting H
178 SUPREME COURT REPORTS [ 1988) 1 S.C.R.

A an adamant attitude and he declined to vacate the same on one pretext
or another. The question was whether such wrongful retention of the
flat amounted to an offence under s. 630 of the Act. The Court repel-
led the contention that s. 630 of the Act applies only to the existing
officers and employees of the company and not to former officers and
employees, and that the phrase 'any such property' used in cl. (b ),
B even though els. (a) and (b) are separated by the word 'or' which must
in the context in which it appears be read as 'and' and so construed,
must mean withholding of property wrongfully obtained by an existing '-,
officer or employee. Kotwal, J. on a careful analysis of s. 630 held that
the provisions of the section apply not only to the present officers and
employees of the company but also to past officers and employees ,
and observed:
c
"It is held that the features and deductions which flow
logically and inescapably on an analysis of s. 630 are that:
(i) Clause (a) of the section is self-contained and indepen-
dent of cl. (b) with the capacity of creating penal liability
D embracing the case of an existing employee or officer of the
company. (ii) Clause (b) is equally independent and dis-
tinct from cl. (a) as regards penal consequences squarely
covering the case of a past employee or officer. (iii) The
entitlement of an officer to the property of the company is
contingent on the right and capacity of the officer by virtue
E of his employment which is transformed into the actual
possession of the property and the duration of such right
would he co-terminus with the terms of employment."

In Govind T. Jagtiani v. Sirajuddin S. Kazi, (supra), Kanade, J. fol-
lowed the critical analysis of s. 630 made by Kotwal, J. as above, and
F observed that the entitlement of an officer to the property of the
company and the duration of such right would be co-terminus with the f
terms of employment and the right would stand extinguished with the
termination to the employment giving rise to an obligation to hand
over the property back to the company, and observed:

G "If the property is held back, the retained possession would
amount to wrongful withholding of the property of the
company. While the existence of the capacity, right and
possession would be during employment, the withholding
may be even after the termination of the employment and +
though the possession as it precedes the act of retention or
H withholding may be rightful in the past affording an
B.K. SAHi v. SHIPPING CORPN. [SEN, J.j 179

opportunity to withhold, the withholding may be wrongful A
as in the present case."

The learned Judge (Ashok Agarwal, J.) observes that that has been the
consistent view of the High Court and has referred to the subsequent
decisions of Khatri, J. and Kurdukar, J. In our considered opinion, the B
construction placed by the High Court on the provisions contained in
s. 630(1) is the only construction possible. We accordingly uphold the
view of the High Court of Bombay that the terms 'officer or employee'
of a company applies not only to existing officers or employees but
also to past officers or employees if such officer or employee either (a)
wrongfully. obtains possession of any property, or (b) having obtained
such property during the course of his employment, withholds the C
J same after the termination of his employment. The decision to the

,
contrary of the High Court of Calcutta in Amritlal Chum's case does
not lay down good law and is overruled.

In the result, the special leave petition must fail and is dismissed
with costs. The petitioner is given one month's time to vacate the D
premises failing which the respondents will be at liberty to take such
proceedings as the law provides. We direct the Additional Chief
Metropolitan Magistrate, 37th Court, Esplanade, Bombay to proceed
with the trial of Cr!. Case No. 76/S/1986 and dispose it of as expediti-
ously as possible and in any event, not later than four months from
today. E

P.S.S. Petition dismissed .
•