1. If any officer or employee of a company—
a. wrongfully obtains possession of any property, including cash of the company; or
b. having any such property including cash in his possession, wrongfully withholds it or knowingly applies it for the purposes other than those expressed or directed in the articles and authorised by this Act, he shall, on the complaint of the company or of any member or creditor or contributory thereof, be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees.
2. The Court trying an offence under sub-section (1 ) may also order such officer or employee to deliver up or refund, within a time to be fixed by it, any such property or cash wrongfully obtained or wrongfully withheld or knowingly misapplied, the benefits that have been derived from such property or cash or in default, to undergo imprisonment for a term which may extend to two years.
Legal Commentary & Landmark Judgments: Section 452
Section 452 provides summary criminal sanctions and mandatory restitution remedies against any director, officer, or employee of a company who wrongfully obtains or withholds possession of company property.
When an executive resigns or is terminated but refuses to surrender company flats, vehicles, or laptops, issue a peremptory 7-day demand notice under Section 452; if non-compliant, immediately lodge a criminal complaint under Section 452, utilizing Lalita Jalan to defeat any tenancy or civil claim defense.