Tata Coffee Limited v. Ramla and Anr

What happened

Tata Coffee Limited filed a complaint before the Chief Judicial Magistrate, Thrissur, against a former employee under section 452 of the Companies Act, 2013, which punishes an officer or employee who wrongfully obtains or withholds company property. By order of 13 February 2026 in Crl.M.P. (Complaint) No. 1006/2026 the Magistrate returned the complaint, concluding that after the 2020 amendment no criminal court had jurisdiction and that the penalty was for the adjudicating officer under section 454. The company filed a criminal revision petition.

Questions before the court

• Was section 452 of the Companies Act, 2013 decriminalised in 2020, and which forum tries an offence under it?

Why the court ruled this way

The Court explained that the Amendment Act 29 of 2020, with effect from 22 January 2021, only added a proviso restricting imprisonment of a former employee in wrongful possession of a dwelling unit if the company had not paid certain provident fund, pension, gratuity and similar dues, and made no other change to section 452 (paragraph 6). Section 454(3), as substituted in 2019, empowers the adjudicating officer to impose penalties for non-compliance, which are administrative, civil or contractual in nature and unrelated to criminal offences; the Magistrate was carried away by the notion that section 454 took in punishments for criminal offences. Section 452 itself provides for punishment by a Magistrate not below the rank of Chief Judicial Magistrate, as shown by the imprisonment of up to two years in default of delivery under sub-section (2), and an adjudicating officer cannot be the Court trying the offence. The offence under section 452 is expressly excluded from the offences to be tried by the Special Courts under sections 435 and 436, so the competent Judicial Magistrate tries it (paragraph 7).

Controlling point

Section 452 remains a criminal offence tried by a Magistrate; the finding that it was decriminalised or that no criminal court has jurisdiction was erroneous.

Order and next steps

The order of 13 February 2026 returning the complaint was set aside, and the Magistrate was directed to receive the complaint and proceed with it in accordance with the Bharatiya Nagarik Suraksha Sanhita, 2023.

Practical implications

A company seeking to recover property wrongfully held by a former or current officer or employee can file a complaint under section 452 before the Chief Judicial Magistrate; the 2020 amendment only protects a former employee from imprisonment for holding a dwelling unit where certain dues are unpaid.

Limits of this ruling

• The Court dealt with jurisdiction and the nature of section 452 and did not decide whether the accused committed the offence; the complaint is yet to be received and tried.