Punishment for wrongful withholding of property
Section 452 of the Companies Act, 2013 deals with punishment for wrongful withholding of property. If any officer or employee of a company-- (a) wrongfully obtains possession of any property, including cash of the company; The Act came into force on 01 Apr 2014.
(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.
Section 452, The Companies Act, 2013 (Act 18 of 2013).
Cross-references
Extracted from the operative text of the enactments themselves. Every destination below exists in our corpus.
Referred to by 1
Related judgements & precedents
These are some judgments that construed this section, and hold precedence value. They hold authority on how to read, interpret and use this section.
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Yogesh Chandar Goyal v. The State
Court's Decision & Legal Precedent
DATE VERIFIED Judgment 03.05.2024 (order-4.pdf): Cognizance of Companies Act s.185 (loan to directors) on a 2017 private complaint alleging 2002–2008 advances is barred by the one-year limitation for such offences; cognizance under s.185/447 read with IPC 120B set aside (s.447 also requires SFIO/authorised government complaint). Liberty left to seek CrPC s.473 extension for s.185 before the trial court. s.452 cognizance as continuing offence upheld.
On this section: It settles that a Section 452 prosecution for withholding cash, shares or other company property is not defeated by limitation while the withholding subsists, and identifies the ingredients carried over from Section 630 of the 1956 Act.
The holding above is the ratio decidendi as extracted from the judgment by eCourts India, reproduced unaltered — it is a rendering of the court's reasoning, not a substitute for its words. Read the order itself before relying on it.
Judgments citing this section
These may be obiter dicta or a precedent, for you to study. These are the judgments where this section is quoted.
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… A fresh period of limitation begins to run at every moment such property is in the wrongful possession of such a person. - 41. As far as cognizance taken by the learned Trial Court of the offence under Section 452 of the Companies Act is concerned, for the above reasons, it cannot be faulted on the ground of being beyond the period of limitation. - 42. The question now remaining to be answered is that whether in view of Sub-Section (3) of Section 468 of the Cr.P.C., the cognizance of the complaint, as far as the offence …
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… It should also be noted that Section 448 of the 2013 Act is a saving clause. <span id="page-42-1"></span> SECTION 452 OF THE COMPANIES ACT, 2013: 57. Section 452(1) of the 2013 Act provides for punishment if it is found that any officer or employee of a Company wrongfully obtains possession of any property or cash or on having possession of any such property either CRL.M.C. 298/2023 Page 43 of 102 <sup>42</sup> Id. Para 33. …
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… The Petitioner, Neetu Singh and her husband, Rajeev Saumitra are directors in the Respondent Company and hold 50% shares each in the Respondent Company. The Respondent Company, through its director, Rajeev Saumitra, had filed a complaint u/s 452 of the Companies Act, 2013 against the Petitioner for wrongfully holding the company's properties, seeking the relief of delivery of peaceful physical possession of the Company's rented accommodation bearing No. 705, First Floor, Dr Mukherjee Nagar, …
Questions about Section 452
What have the courts held on Section 452 of the Companies Act?
Yogesh Chandar Goyal v. The State (03 May 2024) is the leading judgment on this section among those set out below: It settles that a Section 452 prosecution for withholding cash, shares or other company property is not defeated by limitation while the withholding subsists, and identifies the ingredients carried over from Section 630 of the 1956 Act.
How do I find court cases under Section 452 of the Companies Act?
In judgments and charge sheets this section is written several ways, and each form finds a different set of orders. These search the full text of every order eCourtsIndia holds, best matches first: Companies Act 452, section 452 Companies Act, section 452 of the Companies Act. People searching for it also type section 452 of companies act. Each opens the full list of orders on eCourtsIndia, where it can be narrowed by court, year and outcome. 1 reported judgment on this section is set out on this page, beginning with Yogesh Chandar Goyal v. The State (03 May 2024).
What should I read with Section 452 of the Companies Act, and has it changed?
1 other provision in this corpus refers back to it.
When did Section 452 of the Companies Act come into force?
Section 452 of the Companies Act, cited as Companies Act 452, came into force on 01 Apr 2014, having been enacted on 29 Aug 2013. It is in force as at the date shown on this page.
Other sections of this Act
- 2. Definitions5089 words
- 143. Powers and duties of auditors and auditing standards1867 words
- 230. Power to compromise or make arrangements with creditors and members1432 words
- 232. Merger and amalgamation of companies1416 words
- 149. Company to have Board of Directors1403 words
- 217. Procedure, powers, etc., of inspectors1390 words
Source and method. Compiled from the enactments of Parliament and of the State legislatures as published on India Code, and republished together with commentary and other original matter under section 52(1)(q)(ii) of the Copyright Act, 1957. Structured, cross-referenced and maintained by eCourtsIndia. Text as in force on 15 Oct 2026. This page is not a substitute for legal advice.