Company property restoration can proceed separately, but section 543 relief stays premature without a prima facie misfeasance finding.

A separate petition for restoration of company assets and restraint on commercial use of company premises was maintainable where the property was alleged to be in wrongful possession of a person claiming through a deceased officer. The premises were treated as company property, and the respondent was found to have no independent right to retain or exploit them. Relief under section 543 of the Companies Act, 1956 was not available at that stage because no prior prima facie finding had yet been recorded in the pending oppression and mismanagement proceedings under sections 397 and 398. Restoration and protection were therefore available, but damages or analogous misfeasance relief remained premature.

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Issues: (i) Whether a separate petition could be maintained for restoration of company assets and restraint against commercial use of the company premises; (ii) Whether relief under section 543 of the Companies Act, 1956 could be granted at this stage.

Issue (i): Whether a separate petition could be maintained for restoration of company assets and restraint against commercial use of the company premises.

Analysis: The reliefs sought were examined in the light of sections 541, 542, 543, 406 and 402(f) of the Companies Act, 1956. The petition was not rejected merely because the main oppression and mismanagement proceedings were pending. The Court held that where company property was alleged to be in wrongful possession of a person claiming through a deceased officer, a separate petition seeking return of the assets and protection of the premises was maintainable. On the facts, the tenancy premises were treated as company property, and the respondent was found to have no independent right to retain or commercially exploit them.

Conclusion: The petition for restoration of the company premises and for restraining commercial use was maintainable and was allowed in substance in favour of the petitioner.

Issue (ii): Whether relief under section 543 of the Companies Act, 1956 could be granted at this stage.

Analysis: Relief under section 543 was held to depend upon a prior prima facie finding in the pending proceedings under sections 397 and 398. Since no such finding had yet been recorded in the main petition, the conditions for invoking section 543 were not satisfied at that stage.

Conclusion: Relief under section 543 was not granted at this stage and was left unavailable until the requisite prima facie finding emerged.

Final Conclusion: The petition succeeded to the extent of restoration and protection of the company premises, while the claim for damages or analogous relief under section 543 remained premature.

Ratio Decidendi: Relief for restoration of company property in the hands of a person claiming through a deceased officer is maintainable in appropriate proceedings, but coercive relief under section 543 requires a prior prima facie finding of misfeasance in the pending oppression or mismanagement proceedings.

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