ORDER : K. Babu, J. This batch of revision petitions invokes a common question of law. The challenge in these Crl.R.Ps is to the common order dated 04.07.2024 passed by the Additional Sessions Court—VII, Ernakulam in Crl.M.P. No.5426/2023 in S.C No.248/2021 and connected cases. 2. The revision petitioner is Kanan Devan Hills Plantations Company Private Limited (hereinafter referred to as 'the company'), a company incorporated under the Companies Act, 1956. 3. The company filed eight complaints alleging offence under Section 452 of the Companies Act, 2013 (for short 'the Act') under Section 190 of the Cr.P.C. before the Additional Sessions Court-VII, Ernakulam, the Special Court constituted as provided in Section 435 of the Act. In the complaint, essentially, the company alleged that the accused wrongfully obtained possession of the quarters allotted to them while serving in the company. The Special Court took cognizance of the offence and issued summons to the accused/the party respondents. They appeared in response to the summons. The Special Court proceeded with the trial. The company filed petitions under Section 452(2) of the Act seeking direction to the accused to deliver up the buildings. 4. The accused raised a contention that the offence alleged is not punishable with imprisonment of two years or more, and hence, the Special Court has no jurisdiction to entertain the complaint in view of the limitations contained in sub-section (1) of Section 435 of the Act. The Special Court heard both sides on the jurisdictional question and held that it has no jurisdiction to try an offence under Section 452 of the Act. The Special Court further held that since an incompetent court took cognizance of the offence and proceeded with the trial, it has no authority to return the complaint. The Special Judge, therefore, addressed the High Court, seeking direction regarding the further course to be adopted. The question arises for consideration. 5. Has not the Special Court jurisdiction to try an offence under Section 452 of the Act committed prior to the amendment in Section 435 of the Act by Act 29 of 2020? 6. I have heard the learned counsel appearing for the revision petitioner, the learned counsel appearing for the party respondents/the accused and the learned Public Prosecutor. 7. The offence alleged occurred prior to 2019. The company filed the complaints in 2019. 8. 6. I have heard the learned counsel appearing for the revision petitioner, the learned counsel appearing for the party respondents/the accused and the learned Public Prosecutor. 7. The offence alleged occurred prior to 2019. The company filed the complaints in 2019. 8. The learned counsel for the revision petitioner submitted that until 22.01.2021, when the amendments by Act 29 of 2020 were incorporated in Section 435 of the Act, the Special Court had jurisdiction to try an offence under Section 452 of the Act. The learned counsel submitted that the substantive sentence provided for an offence under Section 452(2) is imprisonment for a term which may extend to two years. Therefore, in view of the statutory provision that existed before the amendment as per Act 29 of 2020, which came into force on 22.01.2021, the Special Court has jurisdiction to try an offence under Section 452 of the Act. The learned counsel submitted that the reasoning applied by the Special Court that the substantive sentence provided for the offence under Section 452 of the Act is only a fine and imprisonment provided in sub-section (2) of Section 452 of the Act is only a default sentence cannot be sustained. 9. The learned counsel for the revision petitioner relied on Abhilash Vinodkumar Jain v. Cox & Kings (India) Ltd., [ (1995) 3 SCC 732 ], Lalita Jalan v. Bombay Gas Co. Ltd., [ (2003) 6 SCC 107 ] and Hooghly Mills Co. Ltd. v. State of West Bengal [ (2020) 18 SCC 568 ] in support of his contentions. 10. The learned counsel for the accused submitted that the company should have filed the complaint before the Judicial Magistrate of First Class concerned. It is submitted that the view adopted by the Special Court is to be upheld. The learned counsel for the accused submitted that the practice being followed in the Courts all over India is that offence under Section 452 of the Act is tried before the jurisdictional Magistrate Courts. It is submitted by the learned counsel for the accused that the substantive sentence provided for the offence under Section 452 of the Act is fine only, and the sentence of imprisonment provided in the section is only a default condition, which is not a substantive sentence. It is only a consequence of non-payment of fine. 11. It is submitted by the learned counsel for the accused that the substantive sentence provided for the offence under Section 452 of the Act is fine only, and the sentence of imprisonment provided in the section is only a default condition, which is not a substantive sentence. It is only a consequence of non-payment of fine. 11. The learned counsel for the accused relied on Insolvency and Bankruptcy Board of India v. Satyanarayan Bankatlal Malu and Others [(2024) 6 SCC 508], State of Uttar Pradesh v. Sabir Ali and Another ( AIR 1964 SC 1673 ), Satpal Singh v. Mother Dairy Fruit and Vegetable Pvt. Ltd and Others (MANU/DE/4874/2022), M.S. Jadhav v. State (NCT of Delhi) (2024 SCC OnLine Del 1944), Yogesh Chandar Goyal v. State (2024 SCC OnLine Del 3197) and Niranjan Nayak v. Ramesh Kumar Mohapatra (1994 SCC OnLine Ori 189) to fortify his contentions. 12. Chapter XXVIII of the Act deals with the Special Courts. Section 435 of the Act refers to the establishment of Special Courts. Prior to the amendment to Section 435 of the Act by Act 29 of 2020, Section 435 of the Act read as below : “435. Establishment of Special Courts.— (1) The Central Government may, for the purpose of providing speedy trial of offences punishable under this Act with imprisonment of two years or more, by notification, establish or designate as many Special Courts as may be necessary: Provided that all other offences shall be tried, as the case may be, by a Metropolitan Magistrate or a Judicial Magistrate of the First Class having jurisdiction to try any offence under this Act or under any previous company law. (2) A Special Court shall consist of a single judge who shall be appointed by the Central Government with the concurrence of the Chief Justice of the High Court within whose jurisdiction the judge to be appointed is working. (3) A person shall not be qualified for appointment as a judge of a Special Court unless he is, immediately before such appointment, holding office of a Sessions Judge or an Additional Sessions Judge.” 13. By Act 29 of 2020, which came into effect on 22.01.2021, amendments were incorporated in Section 435 of the Act with the intent to exclude Section 452 of the Act from its ambit. Section 435 of the Act, as it stands after 22.01.2021, reads thus : “435. By Act 29 of 2020, which came into effect on 22.01.2021, amendments were incorporated in Section 435 of the Act with the intent to exclude Section 452 of the Act from its ambit. Section 435 of the Act, as it stands after 22.01.2021, reads thus : “435. Establishment of Special Courts.--(1) The Central Government may, for the purpose of providing speedy trial of offences under this Act, except under section 452, by notification, establish or designate as many Special Courts as may be necessary. (2) A Special Court shall consist of-- (a) a single judge holding office as Session Judge or Additional Session Judge, in case of offences punishable under this Act with imprisonment of two years or more; and (b) a Metropolitan Magistrate or a Judicial Magistrate of the First Class, in the case of other offences, who shall be appointed by the Central Government with the concurrence of the Chief Justice of the High Court within whose jurisdiction the judge to be appointed is working.” 14. Before the amendments by Act 29 of 2020, a Special Court had jurisdiction to try the offences punishable under the Act with imprisonment of two years or more. As per Section 436 of the Act, all offences specified under sub-section (1) of Section 435 of the Act shall be triable only by the Special Court established or designated for the area in which the registered office of the company in relation to which the offence is committed. After the amendment, the jurisdiction of the Special Court to try an offence under Section 452 of the Act was taken away. 15. The question to be answered is, what punishments are provided for the offence punishable under Section 452 of the Act? Section 452 of the Act reads thus : “452. Punishment for wrongful withholding of property.— (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. Provided that the imprisonment of such officer or employee, as the case may be, shall not be ordered for wrongful possession or withholding of a dwelling unit, if the Court is satisfied that the company has not paid to that officer or employee, as the case may be, any amount relating to— (a) provident fund, pension fund, gratuity fund or any other fund for the welfare of its officers or employees, maintained by the company; (b) compensation or liability for compensation under the Workmen’s Compensation Act, 1923 (19 of 1923) in respect of death or disablement.” 16. The penal section has two parts. The first part as provided in sub-section (1) of Section 452 of the Act says that if any officer or employee of a company wrongfully obtains possession of any property or having such property in his possession wrongfully withholds it or knowingly applies it for the purposes other than those expressed or directed by the Act, on the complaint of the company or any member or creditor or contributory thereof, he shall be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees. 17. The second part, as provided in sub-section (2) of Section 452 of the Act empowers the Court to order such officer or employee to deliver up within a time to be fixed by it, any such property wrongfully obtained or wrongfully withheld or knowingly misapplied and in default, he shall have to undergo imprisonment for a term which may extend to two years. 18. The Trial Court held that Section 452 of the Act only provides a substantive sentence of fine and the imprisonment provided is a default sentence. 19. 18. The Trial Court held that Section 452 of the Act only provides a substantive sentence of fine and the imprisonment provided is a default sentence. 19. A careful analysis of Section 452 of the Act reveals that the ingredients to attract the offence coming under sub-section (1) of Section 452 of the Act are different from the ingredients to attract the offence referred to in sub-section (2) of Section 452 of the Act. Under sub-section (1) of Section 452 of the Act, for the wrongful obtaining of the possession of the property of the company or wrongfully withholding it or knowingly applying it to a purpose other than that authorised by the company, the employee or the officer concerned is punishable with fine which may extend to five lakh rupees which shall not be less than one lakh rupees. Under sub-section (2), what is made punishable is the disobedience of the order of the Court, directing the person concerned, continuing in occupation after his right to occupation has extinguished, to deliver up or refund within a time to be fixed by the Court, the property of the company obtained or wrongfully withheld or knowingly misapplied. In the event of disobeying the order of the Court, he is punishable with imprisonment for a term which may extend to two years. As far as the offence specified in the first part is concerned, the punishment provided is fine only, and in so far as the disobedience referred to in sub-section (2), in the second part, the punishment provided is imprisonment for a term which extends to two years. 20. A question was raised as to whether the provisions in the IPC and the Cr.PC apply to the purposes of the provisions in the Companies Act. As per Section 40 of the IPC the word “offence” in Section 67 IPC denotes a thing punishable under the IPC or under any special or local law. As per Section 438 of the Companies Act, the Code of Criminal Procedure, 1973 shall apply for the purpose of the provisions therein. Therefore, the relevant provisions in the IPC and the Code of Criminal Procedure are to be applied to construct the phrases “substantive sentence” and “default sentence” in the context of the Companies Act, 2013. 21. Legislature makes a difference between a sentence of imprisonment and a sentence of fine. Therefore, the relevant provisions in the IPC and the Code of Criminal Procedure are to be applied to construct the phrases “substantive sentence” and “default sentence” in the context of the Companies Act, 2013. 21. Legislature makes a difference between a sentence of imprisonment and a sentence of fine. Broadly, punishments to which offenders are liable are; (a) Death, (b) Imprisonment for life, (c) imprisonment of two descriptions, namely; (i) rigorous, that is, with hard labour; and (ii) simple; (d) forfeiture of property; and (e) fine [See Section 53 of the IPC (The corresponding provision is Section 4 of the BNS, 2023)]. In the case of a sentence of fine, the default condition attached to it is not a sentence in the first place. It is a consequence of non-payment. Its operation is contingent only on the fine not being paid. Section 67 of the IPC read with Section 30 of the Code of Criminal Procedure (Section 8 of the BNS, 2023 and Section 24 of the BNSS, 2023 respectively are the corresponding sections) prescribe imprisonment for non-payment of a fine when the offence is punishable with a fine only. 22. The punishment provided for the first part of the offence under Section 452 of the Act is fine (only) as provided in Section 53 of the IPC. The default sentence as a consequence of non-payment of fine is controlled by the provisions in Section 67 of the IPC and Section 30 of the Cr.PC. 23. The offence, as provided in sub-section (2) of Section 452 of the Act, is an independent offence. The punishment for this part of the offence is imprisonment for a term which may extend to two years. The imprisonment provided for omission or disobedience provided in sub-section (2) of Section 452 of the Act (the second part) cannot be treated as a default sentence as provided in Section 67 of the IPC. 24. The Supreme Court in Abhilash Vinodkumar Jain v. Cox & Kings (India) Ltd. (supra), while dealing with Section 630 of the Companies Act, 1956, which is pari materia with Section 452 of the Companies Act, 2013 considered the scope of punishment provided in the Section. The Supreme Court, in paragraph No.16 of the judgment, observed thus : “16. 24. The Supreme Court in Abhilash Vinodkumar Jain v. Cox & Kings (India) Ltd. (supra), while dealing with Section 630 of the Companies Act, 1956, which is pari materia with Section 452 of the Companies Act, 2013 considered the scope of punishment provided in the Section. The Supreme Court, in paragraph No.16 of the judgment, observed thus : “16. Under sub-section (1) of Section 630 for the wrongful obtaining of the possession of the property of the company or wrongfully withholding it or knowingly applying it to a purpose other than that authorised by the company, the employee or the officer concerned is “punishable with fine which may extend to one thousand rupees”. The ‘fine’ under this sub-section is to be understood in the nature of ‘compensation’ for wrongful withholding of the property of the company. Under sub-section (2) what is made punishable is the disobedience of the order of the Court, directing the person, continuing in occupation, after the right of the employee or the officer to occupation has extinguished, to deliver up or refund within a time to be fixed by the court, the property of the company obtained or wrongfully withheld or knowingly misapplied. Thus, it is in the event of the disobedience of the order of the court, that imprisonment for a term which may extend to two years has been prescribed. The provision makes the defaulter, whether an employee or a past employee or the legal heir of the employee, who disobeys the order of the court to hand back the property to the company within the prescribed time liable for punishment.” 25. In Lalita Jalan v. Bombay Gas Co. Ltd., (supra), the Supreme Court held thus : “15. Section 630 of the Act is in two parts. Clause (b) of sub-section (1) thereof lays down that if any officer or employee of a company having any property of the company in his possession wrongfully withholds it or knowingly applies it to purposes other than those expressed or directed in the articles and authorised by the Act, he shall, on the complaint of the company or any creditor or contributory thereof, be punishable with fine which may extend to Rs 10,000. At this stage no substantive sentence can be awarded. At this stage no substantive sentence can be awarded. Sub-section (2) thereof empowers the court trying the offence to order such officer or employee to deliver up or refund within 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. Sub-section (1), wherein wrongfully withholding the property of the company has been made an offence, is punishable with fine only and it does not provide for imposing any substantive sentence. It is only where the court directs the officer or employee to deliver or refund the property within a fixed period and such order of the court is not complied with and the property is not delivered or refunded that a sentence of two years can be awarded. Therefore, it is non-compliance or non-observance of the order of the court regarding delivery or refund of the property which results in making the person so directed liable for being awarded a substantive sentence of imprisonment. In Abhilash Vinodkumar Jain [ (1995) 3 SCC 732 : 1995 SCC (Cri) 590] this has been clearly elaborated in para 16 of the Report and it has been held that it is in the event of the disobedience of the order of the court that imprisonment for a term which may extend to two years has been prescribed. This provision makes the defaulter, whosoever he may be, who disobeys the order of the court to hand back the property to the company within the prescribed time, liable for punishment.” 26. In Hooghly Mills Co. Ltd. (supra), the Supreme Court held thus : “26. There is no stipulation in Section 630(2) that an order for delivery of wrongfully withheld property must be made only after the accused has been convicted under Section 630(1). Rather, it says the court “trying” the offence may direct the delivery of such property, which indicates that such an order may be passed at any stage by the trial court. ……..” 27. The question involved will get more clarity if we go through the report of the Company Law Committee, Government of India, Ministry of Corporate Affairs, based on which the Companies (Amendment) Bill, 2020 was tabled before the parliament. ……..” 27. The question involved will get more clarity if we go through the report of the Company Law Committee, Government of India, Ministry of Corporate Affairs, based on which the Companies (Amendment) Bill, 2020 was tabled before the parliament. The bill was introduced with the intention to exclude Section 452 of the Act from the jurisdiction of the Special Court constituted under Section 435 of the Act. The relevant texts of the report read thus : “CLARITY ON JURISDICTION IN MATTERS FALLING UNDER SECTION 452 3.1. xxx xxx xxx 3.2. Reading the aforementioned provisions together, the competent court to adjudicate an offence under Section 452 is the Special Court established in the area where the registered office of the company, whose employee/officer has committed the alleged offence, is located. For instance, if an employee of Company X, whose registered office is situated in Mumbai, wrongfully withholds property of the company that is situated in Ahmedabad, the competent court for trying the offence against the employee would be the Special Court having jurisdiction in relation to the registered office situated in Mumbai. 3.3. xxx xxx xxx 3.4. This Committee received several representations from stakeholders, seeking necessary amendments to address this issue so that companies can approach courts at the place where the property has been wrongfully withheld. In view of the same, the Committee was of the opinion that Section 435 of the 2013 Act may be amended to exclude Section 452 from its ambit. This would make Section 436 inapplicable to offences triable under Section 452 and, therefore, the jurisdiction in such cases would be determined in accordance with the Cr.PC.” 28. It is also profitable to refer to the statement of objects and reasons of the Companies (Amendment) Bill, 2020, by which Section 452 of the Act was excluded from the ambit of Section 435 of the Act. As I mentioned above, the bill was introduced based on the recommendations of the Company Law Committee. The statement of objects and reasons of the bill read thus : “4. The Companies (Amendment) Bill, 2020, inter alia, provides for the following namely:- (a)…… (b)…… (c) to clarify the jurisdiction of trial court on the basis of place of commission of offence under Section 452 of the Act for wrongful withholding of property of a company by its officers or employees, as the case may be; ………” 29. The Companies (Amendment) Bill, 2020, inter alia, provides for the following namely:- (a)…… (b)…… (c) to clarify the jurisdiction of trial court on the basis of place of commission of offence under Section 452 of the Act for wrongful withholding of property of a company by its officers or employees, as the case may be; ………” 29. The recommendations of the Company Law Committee and the statement of objects and reasons of the bill make it amply clear that the parliament had originally intended to include the offence under Section 452 of the Act in Section 435 of the Act conferring the Special Court the power to try the offence. 30. The learned counsel for the accused relied on paragraph 22 of the judgment of the Supreme Court in Insolvency and Bankruptcy Board of India (supra), which says that prior to the amendment, the offences under the Act punishable with imprisonment of two years or more were to be tried by the special courts comprising of Sessions Judge or Additional Sessions Judge. This decision is of no assistance to the accused. In Satpal Singh (supra), the Delhi High Court was considering a revision petition challenging a conviction and sentence passed by a Magistrate Court under Section 452 of the Act. In that case, the Delhi High Court had not considered the questions raised herein. In M.S. Jadhav (supra) also the Delhi High Court did not consider the issue raised before me. In Yogesh Chandar Goyal (supra) the Delhi High Court made a casual observation that the punishment for the offence under Section 452 of the Act is fine only, which is not the ratio decidendi therein. I respectfully disagree with the view taken by the Delhi High Court in Yogesh Chandar Goyal (supra). In Niranjan Nayak (supra), the Orissa High Court has not considered the questions involved in these revisions. 31. I am of the considered view that the substantive sentence provided for the second part of the offence under Section 452 of the Act is imprisonment for a term which may extend to two years, bringing it under the ambit of Section 435 of the Act. 31. I am of the considered view that the substantive sentence provided for the second part of the offence under Section 452 of the Act is imprisonment for a term which may extend to two years, bringing it under the ambit of Section 435 of the Act. The necessary conclusion is that the Special Court has the jurisdiction to try the offence under Section 452 of the Act allegedly committed prior to 22.01.2021, the date on which the amendments were incorporated by Act 29 of 2020, excluding the said section from the ambit of Section 435 of the Act. The finding of the Special Court to the contrary cannot be sustained. Therefore, the common order dated 04.07.2024 in Crl.M.P. No.5426/2023 in S.C No.248/2021 and connected cases on the file of the Additional Sessions Court-VII, Ernakulam stands set aside. The Special Court shall proceed with the trial of the cases. 32. In view of the findings recorded above, the reference made under Section 395 of the Cr.PC seeking the direction of the High Court to decide the course to be adopted for the return of the complaints has become infructuous. If the Registry has received any reference from the Special Court, it shall return the same. All the Criminal Revision Petitions are allowed as above.