Wrongful withholding of company property requires pleaded facts showing statutory ingredients; company prosecution failed where authority to act was disclosed.

A prosecution under section 630 of the Companies Act, 1956 requires the complaint itself to disclose facts showing wrongful obtaining or wrongful withholding of company property. Allegations that a person was appointed and reappointed as managing director under company resolutions, and rendered services openly under that authority, do not by themselves establish that he was an impostor, usurper, or otherwise in wrongful possession. On the pleaded facts, the statutory ingredients of the offence were not made out, so the complaint could not sustain criminal proceedings and the proceedings were quashed.

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Issues: Whether the complaint disclosed the ingredients of section 630(1)(a) or (b) of the Companies Act, 1956 so as to sustain the prosecution and whether the proceedings were liable to be quashed.

Analysis: The complaint alleged that the petitioner had wrongfully obtained and wrongfully withheld company property, but the materials showed that he had been appointed and reappointed as managing director under resolutions of the company and had rendered services openly under that authority. Even if his continuance as managing director was legally open to challenge for want of re-election as director, the allegations did not show that he was an impostor, usurper, or person who had wrongfully obtained possession of any company property. On the facts pleaded, there was no basis to infer wrongful withholding either. The statutory elements required by section 630 were therefore not made out on the face of the complaint.

Conclusion: The prosecution was not maintainable on the allegations made, and the proceedings were quashed in favour of the petitioner.

Final Conclusion: The complaint failed to disclose a prima facie case under the wrongful-withholding provision, so the criminal proceedings could not be sustained.

Ratio Decidendi: A prosecution for wrongful withholding of company property cannot proceed unless the complaint itself discloses facts showing wrongful obtaining or wrongful withholding within the meaning of the statutory offence.

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