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5. Damodar Das Jain's case sets out the cor- rect ratio and the High Court was fully justi- fied in applying the said ratio to this case. Before we deal with the contentions of the parties, we may refer to Section 630 of the Companies Act and the deci- sions of this Court on the scope and ambit of the Section. Section 630 reads as under:

"S. 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

There was a divergence of opinion between the Bombay High Court and the Calcutta High Court regarding the interpreta- tion of the words "any officer or employee of a company", the Bombay High Court giving a broader interpretation to the words and the Calcutta High Court giving a narrow interpre- tation. The controversy was set at rest by this Court in Baldev Krishna Sahi v. Shipping Corpn. of India Ltd., [1987] (IV) SCC 361 by holding that the term "officer or employee"

of a company applies not only to existing officers or em- ployees but also to past officers or employees if such, officer or employee either (a) wrongfully obtains possession of any property, or (b) having obtained possession of such property during his employment, wrongfully withholds the same after the termination of his employment. It was pointed out that wrongful obtainment of possession would attract Section 630(1)(a) and wrongful withholding of possession of company's property would attract Section 630(1)(b) of the Act. It is therefore clear that the purpose of enacting Section 630 is to provide speedy relief to a company when its property is wrongfully obtained or wrongfully withheld by an employee or ex-employee.

Fully realising, the weakness in his case, the Ist respondent has made an attempt to authenticate the letters Exs. 3 and 4 by contending that Mr. Roy, Director of the Company had instructed Mr. Jain from Calcutta to write the letters and hence the letters were fully binding upon the company. The story invented by the Ist respondent was right- ly disbelieved by the Trial Court and the Appellate Court because it is inconceivable that Mr. Roy would have asked a junior officer like Mr. Jain to write the letters instead of asking some one from the Head Office itself to write the letters. No suggestion was put to Mr. Jain in the witness box that he wrote the letters under the instructions of Mr. Roy. There is also no mention in the letters that they were being written as per the instructions received from the Head Office. Another strange feature is that a copy of the let- ters has not been sent to the Head Office. Such would not have been the case if the letters had really been written by Mr. Jain under directions from the Head Office. Mr. Jagtiani sought to discredit the affidavit and the evidence of Mr. Jain on the ground that Mr. Jain had given his affidavit after consulting the company's lawyer and secondly he had not been punished by the company for his misconduct. The arguments of the counsel in this behalf have no merit in them because Mr. Jain was duty bound to explain to the company the circumstances in which he had arrogated powers to himself and written the letters Exs. 3 and 4 to the Ist respondent. Naturally therefore he would have sought the guidance of the company's counsel as to how the affida- vit is to be formally worded. As regards the company not awarding any punishment to Mr. Jain, it was open to the company to pardon him for the folly of his action when it came to know that he had been unwittingly made use of by the Ist respondent to write the letters in question. All these factors have unfortunately escaped the notice of the High Court and the omission has led the High Court to accept the first respondent's contention that there was a bona fide dispute between him and the company as to who was the actual licencee of the flat. We have already referred to the rele- vant portions of the leave and licence agreement and the affidavit and letter of the Ist respondent wherein he has categorically accepted that the company was the licencee of the flat. Secondly, the evidence projected by the Ist re- spondent to lay claim to licence rights over the flat is his own creation without the knowledge of the company. The two letters in question had been obtained from a junior employee who had joined the company long after the flat was taken on rent and who knew nothing of the agreement between the company and the owner of the flat. The author of the letters has himself confessed that he had signed the letters at the behest of the Ist respondent without knowing the implica- tions of his act. Leaving aside these factors, even if we are to take that Mr. Jain had of his own accord written the letters, can it ever be said that the letters afford scope for the Ist respondent to contend that he is bona fide entitled to dispute the company's claim to possession of the flat. The sequence of events also go to show that the Ist respondent had formulated a plan for clinging to his posses- sion of the flat even after resigning his post and in ac- cordance with that plan he had obtained the letters Exs. 3 and 4 and then filed a suit in order to forestall the compa- ny from proceeding against him under Section 630 of the Companies Act. Merely because the Ist respondent had schem- ingly filed a suit before tendering his resignation, it can never be said that the Civil Court was in seisin of a bona fide dispute between the paries and as such the Criminal Court should have stayed its hands when the company filed a complaint under Sec. 630. If a view is mechanically taken that whenever a suit has been filed before a complaint is laid under Section 630, the Criminal Court should not pro- ceed with the complaint, it would not only lead to miscar- riage of justice but also render ineffective the salutory provisions of Section 630.

So much for the bona fides of the alleged dispute pro- jected by the Ist respondent regarding the company's claim to possession of the flat. Coming now to the question of law, the High Court has invoked the ratio in Damodar Das Jain, (supra). The facts therein were very different and it was with reference to those facts, the High Court held that a bona fide dispute existed between the parties therein. This may be seen from the question posed for consideration by the High Court, viz. "whether on the facts and circum- stances of the case, the Magistrate could himself, under Section 630, determine the dispute as to the title to the property." On the evidence before it, the High Court held and rightly so that there was a genuine dispute between the parties and the said dispute required adjudication by a Civil Court in the suit filed by the ex-employee. While rendering its judgment, the High Court had construed Section 630 properly and observed that "the magistrate's jurisdic- tion thereunder (under Section 630) would extend only to those cases where there was no dispute, or in any event no bona fide dispute, that the property involved was the property of the company." (emphasis supplied). Mr. Jagtiani pointed out that the decision of the High Court in Damodardas Jain (supra) was affirmed by this Court in Damodardos v. Krishna Charan Chakraborti & Anr., [1988] 4 Judgment Today page 7 14. He fails to notice that the ac- ceptance of the High Court's view was with reference to the facts of the case. This may be seen from the following observation in the judgment of this Court. "The High Court felt that the disputes raised by the respOndent herein were bona fide disputes. Before us it has not been disputed that this view of the High Court was correct as far as the ques- tion whether the Company could be held to be a tenant of the flat is concerned."