GITESH RANJAN BHATTACHARJEE, J. ( 1 ) BY this revisional application, the petitioner has sought to quash the criminal proceeding, being Complaint Case No. 2026 of 1990, pending in the court of the Metropolitan Magistrate, 17th Court, Calcutta, under Section 630 (1) (b) of the Companies Act, 1956. The opposite party, Guest Keen Williams Ltd. , lodged the complaint against the present petitioner in the court of the Metropolitan Magistrate, Calcutta. It is the allegation of the opposite party/complainant that the petitioner/ accused was initially appointed as an employee of the company and was then promoted as a director of the company and in course of such employment the accused was entrusted with the company's premises situated at H-9, Maharani Bagh, New Delhi-110 065 and he was permitted to use the said, premises during his employment with the company. The petitioner accused, however, submitted his resignation in November, 1987. Thereafter, in pursuance of a decision of the chairman and managing director of the company the accused was appointed as a consultant of the company for the period from December 1, 1987, to March 31, 1988. One of the terms and conditions of the appointment was that the petitioner will get rent-free furnished residential accommodation and the accommodation will be used for consultancy work relating to the company's business. The petitioner was appointed as adviser to the company for the period from April 1, 1988, to December 31, 1988, and under the terms and conditions of that appointment also he was given rent free furnished residential accommodation. The accused, it is alleged in the petition of complaint, ceased to be in the employment of the company in any capacity whatsoever on and from January 1, 1989, but in spite of that the petitioner who was in possession of the premises situated at H-9, Maharani Bagh, New Delhi, by virtue of the terms of his appointment as mentioned earlier, wrongfully withheld the same and knowingly applied it for purposes other than those expressed in the letter of appointment. ( 2 ) IT is also alleged in paragraphs 15 and 16 of the petition of complaint that the company called upon the accused to forthwith vacate and deliver to the company possession of the said premises which the accused was occupying and also to return all the properties of the company which the accused was no longer entitled to occupy or retain by reason of termination , and determination of his employment with the company and, finally on June 22, 1990, a registered letter was sent to the accused directing him to vacate the premises of the company but the accused refused to do so on frivolous grounds. As regards juris dictional facts it is stated in paragraph4 of the petition of complaint that the company has various branches/offices/ factory spaces in the country but all major decisions regarding the control, management and administration including the employment of the senior persons are being done from Calcutta at the registered office of the company within the jurisdiction of the Park Street police station and all profits and loss accounts and balance-sheets of the company are prepared at Calcutta and approved by the shareholders at Calcutta and are being filed with the Registrar of Companies, West Bengal, in accordance with the provisions of the Companies Act, 1956. It is further stated that all statutory requirements regarding the filling of the returns, profit and loss accounts, balance-sheets, returns regarding the provident fund dues are done from Calcutta and senior personnel and executives are appointed at Calcutta. In paragraph 19 of the petition of complaint, it is stated that the appointment of the accused in the employment of the company as an employee and as a direc-torywhole-time director of the company and as a consultant and adviser was made in Calcutta and the agreements for such appointments were also entered into at Calcutta. It is also stated therein that the accused being an officer of the company shall be deemed to be the officer of the company having its registered office at Calcutta irrespective of the fact that he was posted at New Delhi. It is also stated therein that the accused being an officer of the company shall be deemed to be the officer of the company having its registered office at Calcutta irrespective of the fact that he was posted at New Delhi. According to the averment made in the said paragraph 19, all salary remittance of the accused was being made from Calcutta and/ or liable to be made from Calcutta, the payment of income-tax and provident fund contributions of the accused were made at Calcutta and were deposited with the appropriate authorities at Calcutta, the termination of the service of employment of the accused was being effected in Calcutta and the resolution of the board of directors of the company regarding the appointment and acceptance of the termination were accepted at Calcutta. Lastly, it is alleged that the refusal of the accused to part with the properties of the company was also communicated by the accused to the company in Calcutta and for all those reasons the court at Calcutta has jurisdiction to entertain and try the complaint. ( 3 ) THE petitioner/accused has challenged the proceeding started on the basis of the complaint mainly on the ground that the Calcutta court has no jurisdiction to try the case and since, for reasons discussed below, I find that the Calcutta court has no jurisdiction to try the case, I will dispose of the present revisional application on that ground alone without entering into the merits of the other grounds taken in the revisional application. Section 630 of the Companies Act, 1956, reads thus :"630. Penalty for wrongful withholding of property.- (1) If any officer or employee of a company - (a) wrongfully obtains possession of any property of a company ; or (b) having any such property in his possession, wrongfully withholds it or knowingly applies it to purposes other than those expressed or directed in the articles and authorised by this Act ; he shall, on the complaint of the company or any creditor or contri butory thereof, be punishable with fine Which may extend to one thousand rupees. (2) The court trying the offence may also order such officer or employee to deliver up or refund, within a time to be fixed by the court, any such property wrongfully obtained or wrongfully withheld or knowingly misapplied, or in default, to suffer imprisonment for a term which may extend to two years. "in the present case, the petition of complaint is based on the allegation that the petitioner/accused being an officer/employee of the company has wrongfully withheld the premises of the company even after the termination of his employment and has applied it to purposes other than the purpose for which occupation of the same was given to him although he was required to vacate possession of the same after he ceased to be in the employment of the company thereby attracting the provisions of Section 630 (1) (b) of the Companies Act. ( 4 ) THE question is whether the Calcutta court has jurisdiction to try the case. The learned advocate for the opposite party in this connection cited the decision of a single judge of this court in Satyanath (T. S.) v. J. Thomas and Co. [1985] 57 Comp Cas 648 (Cal ). In that case, the petitioner-accused was originally an employee of the respondent-company which had its head office at Calcutta. He was the managing director of the company at Cochin, where he occupied premises of the company. He retired from service as managing director on March 31, 1980. From April 1, 1980, to March 31, 1981, the petitioner was appointed as adviser of the company at Cochin. On December 19, 1980, the company wrote a letter to the petitioner at Cochin terminating arrangement advisership and asked the petitioner to vacate the said premises. The petitioner did not comply. There were certain litigations between the parties. Ultimately, the company filed a petition of complaint against the petitioner in the court of the Chief Metropolitan Magistrate, Calcutta, under Section 406 of the Indian Penal Code and section 630 (1) (b) of the Companies Act, 1956. The petitioner did not comply. There were certain litigations between the parties. Ultimately, the company filed a petition of complaint against the petitioner in the court of the Chief Metropolitan Magistrate, Calcutta, under Section 406 of the Indian Penal Code and section 630 (1) (b) of the Companies Act, 1956. The principal allegation of the complainant-company was that the petitioner was allowed by the company to reside in the disputed premises at Cochin, filled with furniture and fixtures, initially in his capacity as managing director and subsequently as adviser to the company but on termination of the said employment admittedly the petitioner failed to deliver vacant possession of the premises to the company. The learned Chief Metropolitan Magistrate on consideration of the initial deposition and materials produced before him by the complainant took cognizance of the offence under Section 630 (1) (b) of the Companies Act, 1956, but refused to take cognizance of the offence alleged under Section 406 of the Indian Penal Code. The petitioner challenged the order of the learned Magistrate taking cognizance of the offence and contended that the learned Magistrate had no jurisdiction, particularly territorial, for taking cognizance of the offence. The facts in that case were not much in dispute. What was in dispute was the inferences to be drawn from the basic facts as well as the interpretation of law. ( 5 ) IN connection with the question of territorial jurisdiction of the court the learned single judge at page 657 of the said decision observed thus :"the correspondence on record indicates strongly that the accused was appointed as adviser pursuant to exchange of letters and was given delivery of possession of the premises in question pursuant to such exchange of letters. "the above observations of the learned judge were observations on the facts and these facts, were not disputed. On the basis of the above noted facts which were not in dispute the learned judge next deduced the following corollary :"it follows, therefore, that subsequent to termination of the appointment as adviser of the company, he became accountable to the company for delivery of possession of the property situate at Cochin and he could discharge his obligation by sending a letter to the company at its head office at Calcutta noting that he had delivered possession. In token thereof, he could perhaps send the key of the property to the head office. In token thereof, he could perhaps send the key of the property to the head office. "that the learned judge made the above observation only by way of a casual and tentative observation without intending to lay down thereby any proposition of law is self-evident from the application of the word "perhaps" in that connection which indicates the clear intention of the learned judge not to treat the observation as a confirmed proposition. At the end of the judgment, the learned judge again made it clear that the ' contentions raised by the accused petitioner both in the matter of territorial jurisdiction of the court and in the matter of his being or not being an officer were not in dispute and in the circumstances there was practically no scope of throwing any new or additional light by adducing evidence at the time of trial. Even then the learned judge left the matter for consideration of the learned Magistrate in depth at the trial which is a clear indication that the learned judge did not lay down any proposition of law and kept the matter open. This judgment of the learned single judge of this court in Satyanath (T. S.) v. ). Thomas and Co. [1985] 57 Comp Cas 648 also came up for consideration of the Bombay High Court in Dr. Hirak Ghosh v. Tata Iron and Steel Co. Ltd. [1991] 70 Comp Cas 324 and there it is observed, at page 331, by the Bombay High Court that the learned judge of the Calcutta High Court in the said decision does not decide any of these questions, but he leaves this question open, granting liberty to the petitioner to reagitate these points after evidence has been adduced at the trial and, therefore, this case is no authority for determining the question of jurisdiction within the meaning of Section 181 (4) of the Criminal Procedure Code. I also fully agree with the above view of the Bombay High Court and hold that the decision in Satyanath (T. S.) v. J. Thomas and Co. [1985] 57 Comp Cas 648 (Cal) does not lay down nor does it purport to lay down any principle of law intended to play the role of an authoritative pronouncement on the question of territorial jurisdiction of a court to try a case in similar circumstances. [1985] 57 Comp Cas 648 (Cal) does not lay down nor does it purport to lay down any principle of law intended to play the role of an authoritative pronouncement on the question of territorial jurisdiction of a court to try a case in similar circumstances. ( 6 ) SECTION 4 (1) of the Code of Criminal Procedure provides that all offences under the Indian Penal Code shall be investigated, inquired into, tried and otherwise dealt with according to the provisions contained in the Code. Sub-section (2) of Section 4 provides that all offences under any other law shall be investigated, inquired into, tried and otherwise dealt with according to the same provisions, but subject to any enactment for the time being in force regulating the manner or place of investigating, inquiring into, trying or otherwise dealing with such offences. The Companies Act, 1956, does not contain any provisions regarding the venue of trial of cases punishable under Section 630 of the said Act. Section 622 of the Companies Act only says that no court inferior to that of a Presidency Magistrate or a Magistrate of the First Class shall try any offence against the Act. Therefore, the question of venue of trial of an offence punishable under the said Section 630 of the Companies Act must be determined by the provisions contained in the Criminal Procedure Code. Chapter XIII of the Code relates to the jurisdiction of the criminal courts in inquiries and trials. Section 177 which appertains to the said Chapter XIII provides that every offence shall ordinarily be inquired into and tried by a court within whose local jurisdiction it was committed. Section 181 (4) provides that any offence of criminal misappropriation or of criminal breach of trust may be inquired into or tried by a court within whose local jurisdiction the offence was committed or any part of the property which is the subject of the offence was received or retained, or was required to be returned or accounted for, by the accused person. One branch of the argument of the learned advocate for the opposite party was that the said Section 181 (4) of the Criminal Procedure Code will be applicable to the present case and that being so the Calcutta High Court will have jurisdiction to try the case inasmuch as the petitioner although occupying the premises at Delhi was and is required to account for the same at the head office of the company at Calcutta. I would, however, only like to note that I am not impressed by this aspect of the argument because Section 181 (4) by its own terms applies only to an offence of criminal misappropriation or criminal breach of trust and not to any other offence. Obviously, therefore, Section 181 (4) of the Criminal Procedure Code is not attracted to an offence punishable under Section 630 of the Companies Act. The mere fact that in certain cases some of the components of the offence punishable under Section 630 of the Companies Act may have some similarity with some of the components of an offence of criminal misappropriation or of criminal breach of trust do not qualify for attracting Section 181 (4) of the Criminal Procedure Code, to a case under Section 630 of the Companies Act. I reiterate that Section 181 (4) of the Criminal Procedure Code, by its own terms, applies only to an offence of criminal misappropriation or criminal breach of trust and not to any other offence. Therefore, the "account for" theory which is an attribute of Section 181 (4) of the Criminal, Procedure Code, and is applicable for determining the venue of trial in respect of certain offences mentioned therein is not perforce applicable in determining the venue of trial of an offence punishable under Section 630 of the Companies Act. ( 7 ) THE gist of the offence alleged against the petitioner is that he has wrongfully withheld the premises under his occupation even after his association with his employer company came to an end thereby attracting Section 630 (1) (b) of the Companies Act. In this connection, the learned advocate for the opposite party argued that the expression "wrongfully withholds" as used in Section 630 (1) (b) is very significant and connotes a meaning different from the sense of merely not parting with the possession of the property. In this connection, the learned advocate for the opposite party argued that the expression "wrongfully withholds" as used in Section 630 (1) (b) is very significant and connotes a meaning different from the sense of merely not parting with the possession of the property. He referred to the meaning of the word "withhold", as given in Webster's Third New International Dictionary which is "hold back". He developed the argument in this way that the offence is that the petitioner is wrongfully holding back the property from some one else which in turn implies that some other person is entitled to receive the property from the person who is holding back the same and, therefore, the commission of the offence of wrongful withholding is projected even at the place where the person entitled to receive the property stays and to whom the property has to be made over. In that view of the matter, it was submitted by the learned advocate for the opposite party that since the head office of the company is at Calcutta it must, therefore, be held that the petitioner, although he has been possessing the property at Delhi which is residential premises in this case, is amenable to the jurisdiction of the Calcutta High Court for unlawfully withholding that property from the company whose head office is at Calcutta. This argument, I must say, although highly ingenious, lacks logical validity in the ultimate analysis. In a more or less similar situation where the residential quarters occupied by the accused as employee of the company were at Jamshedpur but the head office of the company was at Bombay, the company lodged a complaint at Bombay against the accused in respect of offences under Section 630 of the Companies Act and Section 406 of the Indian Penal Code: In that connection, it was argued before the Bombay High Court in Dr. Hirak Ghosh v. Tata Iron and Steel Co. Ltd [1991] 70 Comp Cas 324 that since the company had its registered office in Bombay the complainant, therefore, could demand that the property be given to the company in Bombay. In respect of that argument the Bombay High Court made the following observation at page 331 :"but is there a law that a company can receive its property only at its registered office ? Why not Kashmir ? Why not Kanyakumari ? In respect of that argument the Bombay High Court made the following observation at page 331 :"but is there a law that a company can receive its property only at its registered office ? Why not Kashmir ? Why not Kanyakumari ? Therefore, the company can as well demand at any other place of its choice, and if the accused refused, it can file a complaint in such courts. I thought that in any situation of construction of any provision of law, common sense and not subtle subterfuges which have the effect of subverting a judicial process, should be the guiding factor. The essence of the offence both under Section 630 (1) (b) of the Companies Act, and under Section 406 of the Indian Penal Code, is the wrongful withholding or retention of the property. The offence is complete when such retention takes place. It is at Jamshedpur, where the retention has taken place and it is but natural that the case be filed at Jamshedpur. "even apart from the above analysis of the Bombay High Court, I would have held and I do hold that where an offence is committed under Section 630 (1) (b) of the Companies Act by reason of wrongful withholding of residential premises the offence is committed and the commission of the offence is complete at the situs of the premises and not at the head office of the company. ( 8 ) WRONGFUL withholding of a property is committed under Section 630 (1) (b) by not delivering the property to the person entitled to receive back the same or to some other person appointed or authorised by such person to receive the same on his behalf. Where the concerned property is immovable property under the occupation of a person, such person commits the offence of wrongfully withholding the same if he does not vacate the same on delivering possession thereof to the person entitled or authorised to receive the same. Such an act of delivering the immovable property to another person cap be effected only at the place where the property is situate- It need not be stated that the delivery of an immovable property cannot be effected at any place other than the place where the property is situate for the simple reason that the same cannot be physically moved or carried to a different place. The person entitled to receive delivery of possession of an immovable property has to come or to send or to authorise someone to take possession of the property at the place where the property is situate. Any suggestion that the delivery of an immovable property like Presidential house can be effected at a different place by sending the key of the house is not at all free from certain positive practical difficulties. It is an unworkable proposition, for all practical purposes, to say that a person occupying a residential premises at Delhi can deliver possession of the same to someone at Calcutta by sending the key of the house to Calcutta. Even if the key is sent from Delhi to Calcutta, how is it possible for the person receiving the key at Calcutta to be sure that the property at Delhi has really been vacated and it would be a matter of easy access for him to go to the premises at Delhi and open the lock of the premises with that key. If the mere sending of the key is good enough for delivery of possession it is quite possible that a person even without vacating the premises may send a key for making a faked show of delivery of possession. It may so happen that the occupant has inducted some stranger in that house and has sent a key for merely giving the colour of delivery of possession. It may also so happen that the person has vacated the premises and has locked the same with his own lock and key and has sent an altogether different key to dupe and to mislead the person to whom the key is sent. In view of all such possibilities the person receiving the key is not definitely expected to grant a valid discharge or acknowledgment of possession unless he has satisfied himself by making spot, inquiry at the locale either himself qr through his own agency that the premises have been really vacated by the occupant and the key which has been sent to him will really work for giving him free and peaceful access to the premises for bringing back the same under his own occupation. ( 9 ) THEREFORE, the mere sending of the key will not be of any practical avail in the matter, nor will it solve the problem. ( 9 ) THEREFORE, the mere sending of the key will not be of any practical avail in the matter, nor will it solve the problem. Delivery of possession at the locale in respect of immovable property is the crux of the matter and delivery cannot be effective, nor can it be acceptable to the person entitled to receive possession thereof where such delivery is sought to be made only by sending a key or by sending a letter. Delivery of possession of immovable property, therefore, must take place at the locale where the property itself is situate and therefore the offence of wrongful withholding of any immovable, property, must take place at the situs of. the property and not elsewhere. That being so, in the present case, the wrongful withholding of the premises in question must have taken place at Delhi and, therefore, the alleged offence under Section 630 (1) (b), in the facts and circumstances of the present case, must have been committed at Delhi. The other facts which have been pleaded on behalf of the opposite party that the letter of appointment of the petitioner was issued from the head office of the company at Calcutta or that his provident fund contributions are made at Calcutta or that the income-tax deductions are made at Calcutta, etc. , whether considered separately or cumulatively are of no consequence and relevance in determining the jurisdiction of the court for trying the offence. Since the offence has been committed at Delhi for reason elaborately discussed by me and Section 181 (4) of the Criminal, Procedure Code is not applicable to the case for reasons already discussed, the court which has jurisdiction to try the case under Section 177 of the Criminal Procedure Code is the Delhi court and not the Calcutta. court. The Metropolitan Magistrate at Calcutta has no jurisdiction to inquire into or try the offence. In the circumstances, the impugned proceedings pending in the 17th Court of the Metropolitan Magistrate against the petitioner/accused under Section 630 (1) (b) of the Companies Act, 1956, is hereby quashed. The revisional application stands disposed of accordingly.