Section 452 offence remains criminal; complaint for wrongful withholding of company property lies before the Judicial Magistrate.

Wrongful withholding of company property under Section 452 of the Companies Act, 2013 remains a penal offence and is not decriminalised by the 2020 amendment, which only added a limited proviso for wrongful possession or withholding of a dwelling unit in specified welfare-payment situations. The adjudicatory power under Section 454 operates in a different field and does not replace prosecution for Section 452 offences. Exclusion of Section 452 from the Special Court regime under Sections 435 and 436 also indicates that the complaint lies before the competent Judicial Magistrate. The Magistrate was therefore competent to receive and proceed with the complaint.

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Issues: Whether a complaint alleging wrongful withholding of company property under Section 452 of the Companies Act, 2013 could be returned on the ground that the offence stood decriminalised and was triable only by an Adjudicating Officer, and whether the Magistrate lacked jurisdiction to receive the complaint.

Analysis: Section 452 creates a penal offence punishable with fine and also contemplates an order by the Court trying the offence for delivery up or refund of the property, with imprisonment on default. The amendment made in 2020 introduced only a proviso concerning wrongful possession or withholding of a dwelling unit in specified welfare-payment situations; it did not alter the basic criminal character of the offence. The scheme of Section 454, which empowers an Adjudicating Officer to impose penalties for non-compliance with statutory requirements, operates in a different field and does not extend to prosecution for offences under Section 452. The exclusion of Section 452 from the ambit of the Special Court regime under Sections 435 and 436 further shows that the offence is to be tried by the competent Judicial Magistrate and not by an Adjudicating Officer.

Conclusion: The complaint could not be returned on the premise that Section 452 had been decriminalised or that the criminal court lacked jurisdiction; the Magistrate was competent to receive and proceed with the complaint.

Ratio Decidendi: A penal offence under Section 452 of the Companies Act, 2013 remains triable by the competent Judicial Magistrate, and the adjudicatory powers under Section 454 do not displace criminal jurisdiction unless the statute expressly so provides.

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