2014 (2) TMI 1436 - HC - Companies Law

Conviction of petitioner under Section 630 of the Companies Act - Validity of the scheme of arrangement - legality of the conviction under Section 630 of the Indian Companies Act 1956 - HELD THAT - Section 630 of the said Act had been engrafted in the Legislature to provide speedy relief to a company where its property is wrongfully obtained or wrongfully withheld by an employee or an officer or a past employee or an officer or legal heirs and representatives deriving their colour and content from such an employee or officer in so far as the occupation and possession of the property belonging to the company is concerned. The failure to deliver property back to the employer on the termination resignation superannuation or death of any employee would amount to wrongful withholding that property giving rise to an actionable claim under Section 630 of the said Act. A broader liberal as also a purposeful interpretation has to be given to Section 630 in furtherance of the object and purpose for which this legislation has been engrafted. The learned counsel for the petitioner was given a suggestion that time period could be extended for vacation of the quarter but he declined the offer and sought an order on merits stating that this revision petition be decided on its merits. As such further extension of time period has not even been prayed for. Petition is without any merit - petition dismissed.

Issues Involved:

1. Legality of the conviction under Section 630 of the Indian Companies Act, 1956.
2. Validity of the scheme of arrangement between the Mill and M/s Texmaco Limited.
3. Locus standi of M/s Texmaco Limited to file the complaint.
4. Impact of pending Crl. Appeal No.1214/2012 on the present case.

Issue-wise Detailed Analysis:

1. Legality of the Conviction under Section 630 of the Indian Companies Act, 1956:

The petitioner was convicted under Section 630 of the Indian Companies Act, 1956, for wrongful withholding of property belonging to the company. The Magistrate's court found the petitioner guilty, a decision that was upheld by the Sessions Judge. The petitioner was sentenced to pay a fine of Rs. 2,02,000/- for the period of illegal occupation of the quarter. In default of payment, the petitioner was to undergo simple imprisonment (SI) for two months. Additionally, if the petitioner failed to vacate the quarter within the stipulated time, he would face SI for one year. The High Court, sitting in revisional jurisdiction, reiterated that it could interfere with the findings of fact only if there was a patent illegality or glaring perversity. The Court emphasized that Section 630 was designed to provide speedy relief to companies where property is wrongfully withheld by an employee or past employee, and a broader, liberal interpretation was necessary to fulfill the legislative intent.

2. Validity of the Scheme of Arrangement between the Mill and M/s Texmaco Limited:

The petitioner challenged the scheme of arrangement, arguing that it required approval from the Kolkata High Court, which was allegedly not on record. However, the respondent submitted proof of the Kolkata High Court's approval, confirming that the scheme dated 03.01.1983 had been sanctioned. This scheme transferred all assets and liabilities of the Mill to M/s Texmaco Limited, making it the rightful owner of the quarter in question. The High Court found that the scheme of arrangement had been duly approved by both the Delhi and Kolkata High Courts, thus validating the transfer of rights to M/s Texmaco Limited.

3. Locus Standi of M/s Texmaco Limited to File the Complaint:

The petitioner argued that M/s Texmaco Limited lacked the locus standi to file the complaint as the petitioner was not its employee. However, the Court found that M/s Texmaco Limited, having acquired the proprietary rights of the Mill through the approved scheme of arrangement, was within its rights to file the complaint. The Court noted that the complainant had stepped into the shoes of the Mill, and thus the complaint was valid and maintainable.

4. Impact of Pending Crl. Appeal No.1214/2012 on the Present Case:

The petitioner contended that the pending appeal questioning the locus standi of M/s Texmaco Limited in a similar case should affect the current proceedings. The Court dismissed this argument, clarifying that the pending appeal would govern only the facts of that specific case. It was noted that a previous order had explicitly stated that the appeal would not extend a stay on other complaints filed by M/s Texmaco Limited. Therefore, the pending appeal had no bearing on the present case.

Conclusion:

The High Court dismissed the petition, finding no merit in the arguments presented by the petitioner. The conviction under Section 630 of the Indian Companies Act, 1956, was upheld, and the Court confirmed the validity of the scheme of arrangement and the locus standi of M/s Texmaco Limited to file the complaint. The Court also clarified that the pending appeal in another case did not affect the present proceedings. The petitioner's request for an extension of time to vacate the quarter was not pursued, and the petition was dismissed on its merits.

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