Section 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,3
he shall, on the complaint of the company or of any member or credit or 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.
2[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