Delhi District Court
Pranav Rastogi vs M/S Metrofyme Media Pvt. Ltd. And Anr on 22 August, 2025
IN THE COURT OF SH. ABHISHEK GOYAL, ADDITIONAL
SESSIONS JUDGE-03, CENTRAL DISTRICT, TIS HAZARI
COURTS, DELHI
CNR No.: DLCT01-001948-2020
CRIMINAL REVISION No.: 115/2020
PRANAV RASTOGI,
Director, M/s. Metrofyme Media Pvt. Ltd.,
S/o. Shri. Ashok Kumar Rastogi,
R/o. 15/14, PNB Enclave,
Chandrabani Road, Shimla Bypass,
Sewla Kalan Majra,
Dehradun-248001. ... REVISIONIST/
PETITIONER
VERSUS
1. M/s. METROFYME MEDIA PRIVATE LIMITED,
Having its registered office at;
165, Gurhaj Street, Circular Road,
Shahdara, Delhi-110032,
Acting through its Managing Director,
Mr. Milind Gupta.
2. MILIND GUPTA,
Managing Director,
M/s. Metrofyme Media Private Limited,
S/o Sh. Shailendra Gupta,
R/o. F-1302, 12th Floor,
Neelpadam I, Sector-5,
Vaishali-201010, Ghaziabad (Uttar Pradesh)
Also at; E-204, 2nd Floor,
Neelpadam I, Sector-5,
Vaishali-201010
Ghaziabad, U.P. ... RESPONDENTS
Date of filing : 07.02.2020
Date of institution : 10.02.2020
Date when judgment was reserved : 20.05.2025
Date when judgment is pronounced : 22.08.2025
JUDGMENT
1. The present revision petition has been filed under
Section 397/399 of the Code of Criminal Procedure, 1973
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Digitally signed
by ABHISHEK
ABHISHEK GOYAL
GOYAL Date:
2025.08.22
17:05:50 +0530
(hereinafter, referred to as ‘Cr.P.C./Code’), seeking setting aside
of the order dated 31.07.2019 (hereinafter referred to as the
‘impugned order’), passed by the learned Additional Chief
Metropolitan Magistrate (Special Acts)/Ld. ACMM, Central, Tis
Hazari Courts, Delhi (hereinafter referred to as the ‘Ld.
ACMM/Ld. Trial Court’), in case bearing, ‘Metrofyme Media Pvt.
Ltd. v. Mr. Pranav Rastogi, CC No. 810/2017’. Pertinently, by
virtue of the impugned order, the Ld. Trial Court while taking
cognizance of the offence under Section 452 of the Companies
Act, 2013 (hereinafter referred to as the ‘Companies Act‘),
directed issuance of summons against the revisionist herein.
2. Succinctly, the genesis of the present proceedings is
a complaint filed by respondent no. 2, on behalf of the respondents,
before the Ld. Trial Court against the revisionist and another Ms.
Anamika Rastogi, sister of the revisionist. Notably, in the said
complaint, the respondents inter alia asserted that the respondent
no. 2 and the revisionist, came in touch with each other through an
online forum and after receiving basic understanding about each
other, commenced few business assignments together.
Correspondingly, as per the respondents, respondent no. 2 and the
revisionist, thereafter, commenced working with each other and
continued the same for a substantial time, developing trust and
mutual relationship. As per the respondents, during the course of
such interaction, it was agreed between the revisionist and the
respondent no. 2 that they would equally engage in the business of
M/s. Alerel Deals Private Limited by investing 50% (fifty percent)
capital share, each. Relevantly, after some time, certain disputes
arose between the revisionist and the respondents, whereupon the
revisionist decided to quit the said business. Congruently, as per
the respondents, the revisionist suddenly returned to his native
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Digitally signed by
ABHISHEK ABHISHEK GOYAL
GOYAL Date: 2025.08.22
17:06:02 +0530
place at Dehradun and subsequently issued an e-mail dated
26.05.2016 to the respondents, requesting for certain information.
It is further chronicled under the complaint that on 24.05.2016 the
revisionist and his sister asked for certain confidential and
statutory records of respondent no. 1, which documents were
handed over by the respondents to the revisionist and his sister,
inter alia under the belief that since the revisionist was equally
responsible to the day-to-day operations of respondent no. 1, there
was no embargo in sharing the said documents to the revisionist.
As per the respondents, both the revisionist and his sister took
away all the said documents and data, assuring the respondents
that the same would be returned to the respondents, post
revisionist’s perusal of the same. Consistently, it is case of the
respondents that while handing over such documents, respondent
no. 2 was under the belief and trust that the same shall be returned
by the revisionist to the respondents. As per the respondents, the
revisionist further withdrew cash to a tune of Rs. 2,80,000/-
(Rupees Two Lakhs Eighty Thousand only) from respondent no.
1’s account and took the same with him, which was neither
returned by the revisionist nor any payment made by the
revisionist to respondent no. 1’s vendor.
2.1. Markedly, under the complaint, the respondents
further proclaimed that the revisionist clandestinely left from
Delhi and settled in Dehradun and despite repeated requests from
the respondents to return to Delhi in order to sustain/operate
respondent no. 1’s business activities as well as to comply with
statutory obligations, the revisionist failed to abide by such
entreaties. Correspondingly, as per the respondents, the
revisionist, despite being informed by the respondents that the
balance sheet of respondent no. 1 was required to be prepared for
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Digitally signed
ABHISHEK by ABHISHEK
GOYAL
GOYAL Date: 2025.08.22
17:06:09 +0530
the Financial Year/FY 2015-16 and that the said documents were
necessary/required by the statutory auditor at the registered office
of respondent no. 1, failed to abide by such requests. On the
contrary, it is the case of respondents that the revisionist, filed a
frivolous complaint and got respondent no. 1’s bank account
frozen, besides, failed to repay the amount, illegally withdrawn by
the revisionist from the said company. Relevantly, under its
complaint, the respondents further avowed that the revisionist and
his sister entered into a well-planned conspiracy to curb the
activities/operations of respondent no. 1, rather, also created
impediment on the cash flow of respondent no. 1. Congruently, it
is case of the respondents that by illegally using the record and
intellectual property of respondent no. 1, the revisionist and his
sister captured respondent no. 1’s client base. The respondents,
under their instant complaint, further asserted that the revisionist
failed to pay any attention to the persistent pleas of the respondents
to return the aforesaid documents and cash amount. Ergo, under
the foregoing facts and circumstances, respondent no. 2 filed a
complaint at the concerned police station against the alleged illegal
acts and deeds of the revisionist and his sister. However,
considering that no action was forthcoming from the end of the
concerned police officials, the revisionist approached the Ld. Trial
Court by means of the instant complaint/complaint proceedings
under Section 200 Cr.P.C., inter alia alleging the commission of
offence under Section 452 of Companies Act.
2.2. Significantly, upon such complaint having been
filed before the Ld. Trial Court, statement/pre-summoning
evidence/PSE of respondent no. 2/complainant (as before the Ld.
Trial Court) was recorded on 15.04.2017. Subsequently, upon Ld.
Trial Court’s closing PSE on behalf of the respondents, arguments
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Digitally signed
by ABHISHEK
ABHISHEK GOYAL
GOYAL Date:
2025.08.22
17:06:14 +0530
being addressed on the aspect of cognizance/summoning and upon
consideration of the material placed on record, Ld. Trial Court,
vide its order dated 21.03.2018, while taking cognizance of the
offence under Section 452 of the Companies Act, directed issuance
of summons against the revisionist and his sister, Ms. Anamika
Rastogi. Apposite here, to reproduce the relevant extracts of the
said order dated 21.03.2018 of the Ld. Trial Court as under;
“…Complainant has filed complaint for the
offences u/s 200 r/w Section 190 of Cr.P.C. alleging
that the accused no. 1 & 2 have taken the confidential
and other statutory records of the complainant no. 1
company and they have also withdrawn cash in the
sum of Rs. 2,80,000/- from the bank account of
company which has not been returned.
*** *** ***
In support of allegations, complainant examined
CW-1, Sh. Milind Gupta who has stated that the
accused persons have deliberately withheld the
property of the company with the malafide intention
to make the business of the company come to a
grinding halt. He further submitted that due to such
withholding of the property of the company, the
company could not comply with the statutory
requirements and despite several demands by virtue of
e-mails, the accused persons have not returned the
documents. He had relied upon documents Ex.
CW-1/1 to Ex. CW-1/3 and Mark A, B & C.
At this stage, Court has to see that whether any
prima facie case is made out or not. I have perused the
entire record. Perusal of the record shows that prima
facie case is made out for the offences u/S 452 of
Companies Act, 2013.
I take cognizance against the accused.
Let the accused be summoned for the offences u/S
452 of Companies Act, 2013 on filing of PF/Speed
Post/Courier for …”
(Emphasis supplied)
2.3. Pertinently, the aforesaid order of the Ld. Trial
Court was challenged by the revisionist and his sister before Ld.
Special Judge, (PC Act) CBI 08, Central, Tis Hazari Courts, Delhi,
by means of a criminal revision petition, in case bearing; ‘ Mr.
CR No. 115/20 Pranav Rastogi v. M/s Metrofyme Media Pvt. Ltd. & Anr. Page No. 5 of 38
Digitally signed
ABHISHEK by ABHISHEK
GOYAL
GOYAL Date: 2025.08.22
17:06:19 +0530
Pranav Rastogi & Anr. v. M/s. Metrofyme Media Pvt. Ltd. & Anr.,
Crl. Revision No. 601/2018′. Notably, by virtue of order dated
05.01.2019, the said petition was allowed by the Ld. Special
Judge, and the matter was remanded to the Ld. Trial Court for
reconsideration/compliance, post compliance of provisions under
Section 202 Cr.P.C., inter alia, under the following observations;
“…8. Section 202 Cr.P.C. deals with those
complaints where the proposed accused is located
beyond the territorial jurisdiction of the Court
entertaining the complaint and it casts a duty upon the
Court to postpone the issue of process against such
accused located outside the jurisdiction of the Court
and it further expects the Court to inquire into the case
or direct an investigation to be made by a police
officer or any other person who is fit according to the
Magistrate for this purpose to ascertain and decide as
to whether sufficient grounds for proceeding are there
against such an accused or not. The question which is
to be looked into in the instant revision is whether
section 202 Cr.P.C. contemplates something more
than the usual inquiry which has been indicated in
section 200 Cr.P.C. which provides that the Magistrate
taking cognizance of an offence on a complaint shall
examine upon oath the complainant and the witnesses
present, if any. Is it not an inquiry and if an inquiry is
already contemplated in a complaint case which
requires examination of the complainant and the
witnesses present, then what sort of inquiry is
contemplated and proposed in section 202 Cr.P.C. It
seems that the amendment in section 202 Cr.P.C. in
the year 2005 adding into it “and shall in a case where
the accused is residing at a place beyond the area in
which he exercises his jurisdiction” was with a view to
extend a kind of protection from frivolous litigation
and thus casts a duty on the Magistrate to be more
careful, cautious and sure while dealing with such a
situation where the accused is residing at a place
which is beyond the jurisdiction of the Magistrate
concerned. This was with a view to save the
harassment of the accused from frivolous litigation.
Evidently, this requires more than the usual inquiry.
What kind of inquiry then in that case would be
required? In this context reference can be made to the
Vijay Dhanka’s case (2014) 14 SCC 638 wherein it
was observed in the following words;
*** *** *** CR No. 115/20 Pranav Rastogi v. M/s Metrofyme Media Pvt. Ltd. & Anr. Page No. 6 of 38 Digitally signed by ABHISHEK ABHISHEK GOYAL GOYAL Date: 2025.08.22 17:06:22 +0530
9. As is evident that the inquiry under section 200
Cr.P.C. can be confined to the examination of the
complainant alone with an option to examine other
witnesses also, which may nor may not be there
whereas the inquiry contemplated under section 202
mandatorily requires the Magistrate to examine other
witnesses also other than the complainant. In the
instant case, the Trial Court record reveals that the Ld.
Trial Court has proceeded to summon the accused on
the basis of statement of respondent No. 2 Milind
Gupta only and this evidently falls short of the inquiry
contemplated under section 202 Cr.P.C. and that in
turn vitiates the summoning order itself.
10. Therefore, considering this fact, the
summoning order becomes vulnerable and cannot be
sustained. In such circumstances the other two aspects
raised on behalf of the revisionists about the petitioner
No. 2 being not a Director of the company or an
employee and that there are contradictions in the case
set up by respondent No. 2 are not required to be gone
into. Accordingly, the impugned order dated
21.03.2018 is set aside and considering the ratio of
judgment in National Bank of Oman’s case (2013) 2
SCC 488, the case is remanded back to the Ld. Trial
Court to consider it afresh in terms of requirements of
section 202 Cr.P.C. before considering the issuing of
process qua the persons named therein the complaint.
11. The matter is accordingly put up before the Ld.
Trial Court on 22.01.2019 where the respondents are
directed to appear.
12. With these observations, present criminal
revision petition stands disposed of…”
(Emphasis supplied)
2.4. Thereafter, the matter was taken up by the Ld. Trial
Court and on 31.07.2019, Ld. Trial Court conducted the inquiry in
terms of the provisions under Section 202 Cr.P.C. inter alia noting
as under;
“…Section 202 Cr.P.C. caste duty upon the court
to postpone the issue of process against accused
persons who are residing at a place beyond the
jurisdiction of the Court. Hence, an enquiry is initiated
u/s 202 Cr.P.C. by this Court.
I have gone through the record filed along with the
complaint which includes the certificate of
incorporation of the complainant company in which
accused no. 1 along with complainant no. 2 are the
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ABHISHEK by ABHISHEK
GOYAL
GOYAL Date: 2025.08.22
17:06:27 +0530
directors. Registered office of the complainant
company is having address of Delhi.
At this stage Ld. Counsel for complainant has
placed on record receipt of GAR-7, MCA dt.
06.05.14, copy of form DIR-12, Board Resolution dt.
28.03.14, copy of acceptance of appointment of
director of Pranav Rastogi.
As per DIR-12 dt. 28.03.14 accused no. 1 has been
named as a director w.e.f. 28.03.14 in the complainant
company which was previously registered as Alerel
Deals Pvt. Ltd. The form DIR-2 which is the consent
of accused no. 1 to act as director of complainant
company was signed at Delhi on 28.03.14. The
appointment of accused no.1 Pranav Rastogi as
Director is also issued from New Delhi.
As per complaint, accused no. 2 is stated to be real
sister of accused no.1 and on 24.05.16, accused no. 1
& 2 asked confidential and other statutory record of
complainant company which were handed over to
them. The accused no. 1 also stated to have withdrawn
cash of Rs. 2,80,000/- from the account of
complainant no. 1 and accused no. 2 has conspired
with accused no.1 to part with the property of
complainant no. 1 by withholding the cash and other
record.
Accordingly, the enquiry U/s 202 Cr.P.C. stands
concluded.
Arguments on summoning heard.
Put up for orders at 4.00 pm.”
(Emphasis supplied)
2.5. Significantly, upon conclusion of the aforesaid
proceedings, Ld. Trial Court vide its order passed on the same day,
i.e., order dated 31.07.2019/impugned order, while reconsidering
the material placed on record, directed the issuance of summons
against the revisionist inter alia under the following observations;
“…It is further stated that on 24.05.2016, the
accused no. 1 and his sister i.e. accused no. 2 asked the
confidential and statutory records of the company and
the complainant on the request of accused no. 1
handed over the following records of the company to
both the accused persons;
S. Document Name/Title Name of the person
No. who has the
personal custody
CR No. 115/20 Pranav Rastogi v. M/s Metrofyme Media Pvt. Ltd. & Anr. Page No. 8 of 38
Digitally signed
by ABHISHEK
ABHISHEK GOYAL
GOYAL Date:
2025.08.22
17:06:32 +0530
1 Original Board Meeting Accused No. 1 & 2
Minutes
2 Original AGM Minutes Accused No. 1 & 2
3 Original Registers/ Accused No. 1 & 2
Attendance Statutory
Registers/Record kept
under the provisions of
Companies Act, 2013 and
Delhi VAT.
4 Original accounting books Accused No. 1
for buyer and supplier
5 Busy software accounting Accused No. 1
data The printout was
taken from the
software which was
maintained at the
registered office of
the company
6 Original (trial balance, bills Accused No. 1
books voucher, cash
ledger, sales/purchase
ledger and sales &
purchase bills)
7 Copy of bank current Accused No. 1
accounts statement of the
company
8 Copy of all credit card Accused No. 1
statements in respect of
payments made for
business use.
9 Misc. documents/ papers Accused No. 1 & 2
and copy of resolutions/
returns/ correspondence
In support of allegations, complainant examined
CW-1, Sh. Milind Gupta who has stated that the
accused persons have deliberately withheld the
property of the company with the malafide intention
to make the business of the company come to a
grinding halt. He further submitted that due to such
withholding of the property of the company, the
company could not comply with the statutory
requirements and despite several demands by virtue of
e-mails, the accused persons have not returned the
documents. He had relied upon documents Ex.
CW-1/1 to Ex. CW-1/3 and Mark A, B & C.
Apart from bare averment of accused no. 2, being
sister of accused no. 1 and stated to have conspiredCR No. 115/20 Pranav Rastogi v. M/s Metrofyme Media Pvt. Ltd. & Anr. Page No. 9 of 38
Digitally signed
ABHISHEK by ABHISHEK
GOYAL
GOYAL Date: 2025.08.22
17:06:38 +0530
with accused no.1, no other evidence has been brought
against accused no. 2.
Hence, I am satisfied that there are no sufficient
grounds for proceedings further against accused no. 2
as she was neither a director nor an employee of
complainant no. 1. It has not been shown that she was
having control or possession of any of the records of
the complainant no.1.
However, in view of the material available on
record as well as documents filed today, I am satisfied
that there are sufficient material on record to summon
accused Pranav Rastogi for offence U/s 452 of
Companies Act, 2013.
Accordingly, accused Pranav Rastogi be
summoned for offence U/s 452 of Companies Act,
2013, on filing PF/RC for …”
(Emphasis supplied)
2.6. Per contra, as per the revisionist, the revisionist was
working as an IT professional for around ten years, before he came
in contact with respondent no. 2, through an online forum and soon
after, the revisionist and respondent no. 2 engaged in the business
of M/s. Alerel Deals Pvt. Ltd. However, as per the revisionist,
respondent no. 2, with a malafide intention/motive to cheat the
revisionist as well as to misappropriate the funds of respondent no.
1, persuaded respondent no. 2 to manage the complete IT work of
respondent no. 1. However, as per the revisionist, respondent no. 2,
soon thereafter, engaged in misappropriating the assets of
respondent no. 1. Correspondingly, as per the revisionist, on
30.04.2016, respondent no. 2 closed respondent no. 1’s corporate
office, after selling out all the assets of the said company in cash
and thereafter embezzled the said funds to cause wrongful loss to
respondent no. 1, and wrongful gain to himself. It is further the
case of the revisionist that respondent no. 2 was assisted in his
nefarious designs by his father, Sh. Shailendra Gupta and one, Mr.
Deepak Sharma, i.e., respondent no. 1’s Secretarial Consultant.
Concomitantly, as per the revisionist, when he opposed to the
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Digitally signed
by ABHISHEK
ABHISHEK GOYAL
Date:
GOYAL 2025.08.22
17:06:41
+0530
alleged illegal acts of the said individuals, respondent no. 2 and his
associates, threatened the revisionist. In fact, it is the case of the
revisionist that when respondent no. 2 was demanded/asked to
share certain documents by the revisionist vide email dated
26.05.2016, no response was forthcoming from the respondents’
end. Subsequently, on 27.05.2016, when the revisionist along with
his sister, is asserted to have visited respondents’ office, father of
respondent no. 2 is proclaimed to have threatened the revisionist
and his sister of dire consequences, if they persevered with their
demands relating to the affairs of respondent no. 1. Consequently,
as per the revisionist, left with no recourse, a police complaint
dated 02.06.2016 was tendered by the revisionist at PS. Farsh
Bazar, Shahdara for the commission of various offences by
respondent no. 2 and his associates, followed by an
application/complaint under Sections 156(3)/200 Cr.P.C. by/on
behalf of the revisionist before the concerned court.
2.7. Notably, it is further the case of the revisionist that
in the aforesaid proceedings, the concerned court was pleased to
allow the revisionist’s application under Section 156(3) Cr.P.C.
vide order dated 21.07.2018 and direct registration of FIR.
Consequently, FIR bearing no. 242/18, PS. Farsh Bazar, Sahadara,
Delhi for the offences under Sections 420/406/34 of the Indian
Penal Code, 1860/IPC, is asserted to have been registered against
the respondents and their associates before the concerned police
station. However, the revisionist further proclaimed that despite
passage of substantial time, no action was taken in the instant case.
On the contrary, as a counterblast to the said proceedings, as per
the revisionist, the respondents are proclaimed to have initiated the
instant complaint proceedings before the Ld. Trial Court, solely to
harass the revisionist and his sister. Correspondingly, while
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Digitally signed
by ABHISHEK
ABHISHEK GOYAL
GOYAL Date:
2025.08.22
17:06:45 +0530
affirming the factum of passing of initial order of summoning
against the revisionist and his sister by the Ld. Trial Court on
21.03.2018, which was set aside by the Ld. Special Judge,
followed by the passing of the impugned order, the revisionist
proclaimed that the impugned order was initially challenged
before the Hon’ble High Court vide Crl. MC No. 582/2020.
However, as per the revisionist, the said petition was eventually
withdrawn, on the revisionist’s desire to approach this Court by
means of the present petition, leading to the initial of the present
case/revision petition.
3. Ld. Counsel for the revisionist submitted that the
impugned order was passed by the Ld. Trial Court on mere
conjunctures, surmises and in contravention of the settled cannons
of law, deserving the same to be set aside at the outset, as suffering
with gross illegality. In this regard, Ld. Counsel further submitted
that the impugned order was passed by the Ld. Trial Court on mere
assumptions and that no sound and/or cogent reasons have been
delineated under the said order. It was further submitted that the
Ld. Trial Court, while passing the impugned order did not
appreciate the fact that while impugned order does not take into
account the correct facts and circumstances of the present case.
Further, as per the Ld. Counsel, the entire proceedings before the
Ld. Trial Court are without jurisdiction, besides respondent no. 2
has concealed and suppressed material information and facts. Ld.
Counsel further submitted that the impugned order was passed by
the Ld. Trial Court unwary as well as in violation of spirit of the
judgment/order dated 05.01.2019 in Criminal Revision Petition
bearing no. 601/2018. Even otherwise, Ld. Counsel asserted that
the Ld. Trial Court failed to appreciate that though respondent No.
2 has contended in its complaint that certain documents of the
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Digitally signed
by ABHISHEK
ABHISHEK GOYAL
GOYAL Date:
2025.08.22
17:06:49 +0530
company/respondent no. 1 were illegally removed and retained by
the revisionist, however, has failed to consider as to how the said
documents i.e. GAR-7, MCA dated 06.05.2014, copy of Form
DIR-12, Board Resolution dated 28.03.2014, copy of acceptance
of appointment of director of Pranav Rastogi, as mentioned in the
impugned order dated 31.07.2019, were placed on record by
respondent no. 2. In this regard, Ld. Counsel further submitted that
the Ld. Trial Court failed to note that the documents i.e. copy of
Form DIR-12, placed on record of the Ld. Trial Court, appears to
have been obtained from a spiral document, demonstrating that the
respondents are/were in the possession of the said document and
despite the same, the present complaint has been filed by the
respondents on false allegations.
3.1. Ld. Counsel further submitted that respondent No. 2
is guilty of falsifying the facts and deposing untruthfully on an
affidavit disentitling the said respondent to claim any relief/
indulgence from the Ld. Trial Court. Correspondingly, Ld.
Counsel reiterated that when respondent No. 2 had the possessions
of the documents, as exhibited/produced before the Ld. Trial Court
on 31.07.2019, then the reasons for not producing the same at the
time of filing of the complaint before the Ld. Trial Court is not
forthcoming from the material placed on record. In fact, as per the
Ld. Counsel, respondent no. 2 has deliberately indulged in ‘pick
and choose policy’ by placing on record of the Ld. Trial Court,
certain documents while wrongfully asserting that the documents
were illegally/wrongfully removed by the revisionist from
respondent no. 1/company. It was vehemently asserted by Ld.
Counsel that the Ld. Trial Court failed to consider that
continuation of the proceedings before the Ld. Trial Court,
pursuant to the impugned order, would not only result in causing
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Digitally signed
by ABHISHEK
GOYAL
ABHISHEK
Date:
GOYAL 2025.08.22
17:06:54
+0530
grave and irreparable loss to the revisionist, rather also amount to
gross abuse of process of law. As per the Ld. Counsel, the
impugned order of cognizance/summoning of the revisionist is bad
in law as well as on facts.
3.2. Ld. Counsel for the revisionist further submitted that
the impugned order suffers from irregularity, incorrectness,
illegality and impropriety as no prima facie case is made out
against the revisionist in the instant case. As per the Ld. Counsel,
there is no trace of any evidence brought on record by the
respondents, indicating in the slightest, any complicity, role or
involvement of the revisionist in the commission of offence
alleged against him. As per the Ld. Counsel, the present case is
premised on fictitious assumption of respondent no. 2 and even the
copy(ies) of e-mails/documents filed by respondent No. 2 before
the Ld. Trial Court do not hint/suggest that the said documents, at
any point of time, were in possession of the revisionist. On the
contrary, as per the Ld. Counsel, the revisionist had been
repeatedly asking for a copy of respondent no. 1’s financial
records, books of accounts, receipts of payments, etc., from
respondent no. 2, however, to no avail. It was further submitted by
the Ld. Counsel that respondent no. 2, by initiating such
false/frivolous proceedings is trying to circumvent his liability as
the Director/person-in-charge of respondent No. 1’s books of
account and is dishonestly evading his responsibility pertaining to
whereabouts of all the documents of respondent No. 1, by blaming
the revisionist. It was further submitted by Ld. Counsel that while
passing the impugned order, Ld. Trial Court failed to consider that
the Ld. Predecessor Judge had noted in its order dated 27.10.2018
that the revisionist and respondent would co-operate for obtaining
the certain documents, however, the respondents did not comply
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ABHISHEK GOYAL
GOYAL Date:
2025.08.22
17:06:58 +0530
with the said directives. Even otherwise, as per the Ld. Counsel,
there is non-compliance of the provisions of Section 202 Cr.P.C. in
as much as despite the directions under the order dated 05.01.2019
by the Ld. Special Judge in Crl. Revision No. 601/2018 to examine
a minimum of two witnesses by/on behalf of the
complainant/respondent, Ld. Trial Court deliberately opted not to
examine any other witness before passing the order of summoning
of the revisionist. As per the Ld. Counsel, the impugned order of
summoning the revisionist is arbitrary and unwarranted as
absolutely no evidence has been brought forth on record by the
respondent to corroborate the allegations leveled under respondent
no. 2’s complaint. On the contrary, as per the Ld. Counsel, the
instant proceedings have been initiated solely to harass the
revisionist. Ld. Counsel reiterated that proceedings were initiated
by the respondent no. 2 solely to circumvent his liability to
produce the financial books for inspection in terms of the
provisions under Section 128(3) and 123(4) of the Companies Act.
In support of the said contentions, reliance has been placed upon
the decisions in; Vijay Dhanuka & Ors. v. Najima Mamtaj & Ors.,
Crl. Appeal Nos. 678-681 of 2014, dated 27.03.2014; Mr. Prateek
Jaswant & Anr. v. The State of Karnataka & Anr., Crl. Petition No.
1097/2020, dated 02.03.2021; and State v. Ahmed Jaan, (2008) 14
SCC 582.
4. Per contra, Ld. Counsel for the respondents submitted
that the present petition is not maintainable. As per the Ld.
Counsel, the revisionist had earlier also filed revision petition
bearing no. 601/2018, which was allowed by the Ld. Predecessor
Judge vide order dated 15.01.2021, inter alia by remanding the
case before the Ld. Trial Court for reconsideration after
compliance of the provisions under Section 202 Cr.P.C.
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Consequently, when the matter was reconsidered by Ld. ACMM,
proceedings against the revisionist’s sister was dropped by the Ld.
Trial Court, however, undettered the revisionist has preferred the
present revision petition in contravention of provisions under
Section 397 Cr.P.C. In particular, as per Ld. Counsel, once the
revision petition has been determined by either the Sessions Court
or the Hon’ble High Court, no second revision petition is
maintainable at the behest of the same person/revisionist. Even
otherwise, as per the Ld. Counsel, the revisionist has not
approached this Court with clean hands. In this regard, Ld.
Counsel asserted that under the present revision petition, the
revisionist has concealed material facts/information.
4.1. Ld. Counsel for the respondents further submitted
that even otherwise, the Ld. Trial Court duly complied with the
mandatory provisions under Section 202 Cr.P.C. and conducted an
inquiry before issuing summons against the revisionist. In this
regard, Ld. Counsel submitted that it is a settled law that inquiry
under Section 202 Cr.P.C. though serves the purpose of preventing
vexatious litigation, however, the same does not bar summoning of
an accused where sufficient material is found against such an
accused. Correspondingly, Ld. Counsel asserted that the impugned
order is legally sustainable/valid as the Ld. Trial Court was
satisfied about the existence of a prima facie case against the
revisionist before summoning him. As per the Ld. Counsel, once
an order of summons has been passed, a court in revision
jurisdiction has limited powers to interfere with the finding of the
Ld. Trial Court. Further, while placing the reliance on the
judgment of the Hon’ble Supreme Court in U.P. Pollution Control
Board v. Mohan Meakin Ltd., (2000) 3 SCC 745, Ld. Counsel
submitted that a Magistrate is not required to conduct detailed
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ABHISHEK GOYAL
GOYAL Date:
2025.08.22
17:07:06 +0530
analysis of the material placed on record and is required to merely
ascertain the existence of a prima facie case/opinion. As per the
Ld. Counsel, summoning order can only be challenged/set aside in
an exceptional circumstance where there is manifest illegality or
gross abuse of process. In fact, as per the Ld. Counsel, the present
revision petition is another endeavor on the part of the revisionist
to stall the proceedings before the Ld. Trial Court.
4.2. It was further vehemently argued by Ld. Counsel
that the present petition is barred by limitation. As per the Ld.
Counsel, the revisionist has failed to explain the delay of 191 (one
hundred and ninety one only) days in preferring the present
petition. Further, as per Ld. Counsel, the material placed on record
does not demonstrate that the negligence/delay in preferring the
present revision petition was neither intentional nor deliberate on
the part of the revisionist, besides, the revisionist has failed to
demonstrate any plausible explanation for convincing this Court to
condone a delay in the present case. It was further submitted that
the allegations made in the complaint demonstrate a prima facie
case against the revisionist as the revisionist, being one of the
Directors of respondent no. 1, misused his fiduciary duties as a
Director and took away the entire database of respondent no. 1 in
contravention of law. In support of the said contentions, reliance
has been placed upon the decisions in; Shyamlal Kanti Goswami
& Anr. v. Ashim Mukherjee, CRR No. 2001 of 2013; Surender
Kumar Jain v. State & Ors., Crl. MC No. 299 of 2008; Abhijit
Pawar v. Hemant Madhukar Nimbalkar, (2017) 2 SCC 528;
Subramanian Swamy v. A. Raja, (2014) 8 SCC 682; Bhushan
Kumar v. State (NCT of Delhi), (2012) 5 SCC 424; M/s. Raghbir
Singh & Sons v. State of Haryana & Anr., Crl. Misc. No.-
M-15461/2012, dated 30.05.2012 (Hon’ble P&H High Court);
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Nishant Tiwari @ Sonu & Ors. v. State of UP, Application under
Section 482 no. 21608/2013, dated 24.06.2014 (Hon’ble
Allahabad High Court); Radhey Shyam Khemka (since deceased)
v. Raju Yadav @ Ram Kumar, Crl. M.P. 744/2014 (Hon’ble High
Court of Chhattisgarh); and Shomurunessa v. Mohd. Musa Miah,
58 DLR 228.
5. The arguments of Ld. Counsel for the revisionist
and that of Ld. Counsel for the respondents have been heard as
well as the records, including the Ld. Trial Court records, case
laws relied upon by the parties as well as the written
submissions/notes filed by/on behalf of the parties, thoroughly
perused.
6. At the outset, it is observed that against the
impugned order dated 31.07.2019, passed by the Ld. Trial Court,
the instant revision petition was preferred only on 07.02.2020,
admittedly after a delay of 90 (ninety) days. Apposite to outrightly
note that as per Article 131 of the Schedule of the Limitation Act,
1963 (hereinafter referred to as the ‘Limitation Act‘), a period of
90 (ninety) days, from the date of the order sought to be
challenged, has been prescribed as the statutory period of
limitation. However, there are provisions under the Limitation
Act, including Sections 5/14 of the said enactment, which provide
for condonation/exclusion of period (respectively) in the manner
and for the reasons specified there. Pertinently, upon consideration
of the averments made in the revisionist’s application, seeking
condonation of delay and the arguments addressed by/on behalf of
the revisionist and the respondents, Ld. Predecessor Judge vide
order dated 05.04.2022, was pleased to allow the revisionist’s
application for condonation of delay, thereby, condoning the
period of delay of 90 (ninety) days in preferring the instant
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ABHISHEK GOYAL
GOYAL Date:
2025.08.22
17:07:13 +0530
petition, inter alia under the following observations;
“…6. The petitioner relying upon legal counsel
approached the Hon’ble High Court of Delhi under
Section 482 CrPC for setting aside of the summoning
order. The remedy under Section 397/399 CrPC was
available to the petitioner nevertheless the petitioner
cannot be denied of the benefit of the exclusion clause
under Section 14 of the Limitation Act for having
acted on legal counsel in preferring a quashing
petition under Section 482 CrPC instead of a revision
petition under Section 397/399 CrPC, for it is not
expected of a litigant to be aware of all the remedies
available under the law. It is legitimate for a litigant in
a quandary served with process in a criminal
proceedings to seek and follow legal advise. What is
significant is that the petitioner was vigilant, was not
sitting over his rights and availed of the remedy
provided under the law, which recourse has not
resulted in an adjudication on merits, though the
petitioner withdrew from the same without saving his
rights to invoke the revisional jurisdiction which
otherwise is available to an accused for questioning
the legality and propriety of the summoning order.
The time consumed in prosecuting the petition under
Section 482 CrPC against summoning order dated
31.07.2019 with due diligence is therefore liable to be
excluded in terms of Section 14 of the Limitation Act.
7. The quashing petition itself however is
instituted well beyond the 90 days period after having
been served with the process on 30.09.2019. This
delay is sought to be explained on the ground that the
petitioner is a resident of Uttrakhand and for the
reason the quashing petition could not be preferred
any sooner than on 31.01.2020. given that the
petitioner is a resident of Uttrakahand some
accommodation is to be afforded considering the
logistics, that the accused would have to travel more
than once from Uttrakahand to engage an Advocate,
to impart instructions, assist his counsel and complete
the record. What cannot be condoned is sheer
indolence, a lackadaisical approach and where the
petitioner is found to be negligent in the prosecution
of the remedy. Where sufficient cause is shown any
amount of delay in institution of a petition may
justifiably be condoned. The petitioner has shown
sufficient cause explaining the delay occasioned. In
view thereof while balancing the ends of justice,
present application for condonation of delay of 90
days in filing the present revision petition is allowed
subject to cost of Rs. 5,000/- to be deposited with
DLSA.
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8. For arguments in the main revision petition, put
up on …”
(Emphasis supplied)
7. Proceeding further, however, before determining the
merits of the case/issues posed before this Court, it is pertinent to
make a reference to the provisions under law/Section 397 Cr.P.C.1,
as under;
“397. Calling for records to exercise of powers of
revision – (1) The High Court or any Sessions Judge
may call for and examine the record of any proceeding
before any inferior Criminal Court situate within its or
his local jurisdiction for the purpose of satisfying
itself or himself as to the correctness, legality or
propriety of any finding, sentence or order, recorded
or passed, and as to the regularity of any proceedings
of such inferior Court, and may, when calling for such
record, direct that the execution of any sentence or
order be suspended, and if the accused is in
confinement, that he be released on bail or on his own
bond pending the examination of the record.
Explanation – All Magistrates, whether Executive
or Judicial, and whether exercising original or
appellate jurisdiction, shall be deemed to be inferior to
the Sessions Judge for the purposes of this sub-section
and of Section 398.
(2) The powers of revision conferred by sub-
section (1) shall not be exercised in relation to any
interlocutory order passed in any appeal, inquiry, trial
or other proceeding…”
(Emphasis supplied)
8. Pertinently, from a perusal of the aforesaid, it is
quite evident that the revisional jurisdiction of this Court can be
agitated either suo motu or an application of parties, solely in the
cases where there is a palpable error, non-compliance of the
1
Pari materia to Section 438 of the Bharatiya Nagarik Suraksha Sanhita, 2023/BNSS, which provides; “438. Calling
for records to exercise powers of revision-(1) The High Court or any Sessions Judge may call for and examine the
record of any proceeding before any inferior Criminal Court situate within its or his local jurisdiction for the purpose
of satisfying itself or himself as to the correctness, legality or propriety of any finding, sentence or order, recorded or
passed, and as to the regularity of any proceedings of such inferior Court, and may, when calling, for such record,
direct that the execution of any sentence or order be suspended, and if the accused is in confinement that he be
released on his own bond or bail bond pending the examination of the record.***Explanation–All Magistrates,
whether Executive or Judicial, and whether exercising original or appellate jurisdiction, shall be deemed to be
inferior to the Sessions Judge for the purposes of this sub-section and of Section 439.***(2) The powers of revision
conferred by sub-section (1) shall not be exercised in relation to any interlocutory order passed in any appeal,
inquiry, trial or other proceeding….” (Emphasis supplied).
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ABHISHEK GOYAL
Date:
GOYAL 2025.08.22
17:07:20
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provision of law, decision of Trial Court being completely
erroneous or where the judicial decision is exercised arbitrarily. In
this regard, reliance is placed upon the decision of the Hon’ble
Supreme Court in Amit Kumar v. Ramesh Chander, (2012) 9 SCC
460, wherein the Hon’ble Court while explicating the various
contours of the provision under Section 397 Cr.P.C. observed as
under:
“12. Section 397 of the Code vests the court with
the power to call for and examine the records of an
inferior court for the purposes of satisfying itself as to
the legality and regularity of any proceedings or order
made in a case. The object of this provision is to set
right a patent defect or an error of jurisdiction or law.
There has to be a well-founded error and it may not be
appropriate for the court to scrutinise the orders,
which upon the face of it bears a token of careful
consideration and appear to be in accordance with
law. If one looks into the various judgments of this
Court, it emerges that the revisional jurisdiction can
be invoked where the decisions under challenge are
grossly erroneous, there is no compliance with the
provisions of law, the finding recorded is based on no
evidence, material evidence is ignored or judicial
discretion is exercised arbitrarily or perversely. These
are not exhaustive classes, but are merely indicative.
Each case would have to be determined on its own
merits.
13. Another well-accepted norm is that the
revisional jurisdiction of the higher court is a very
limited one and cannot be exercised in a routine
manner. One of the inbuilt restrictions is that it should
not be against an interim or interlocutory order. The
Court has to keep in mind that the exercise of
revisional jurisdiction itself should not lead to
injustice ex facie. Where the Court is dealing with the
question as to whether the charge has been framed
properly and in accordance with law in a given case, it
may be reluctant to interfere in exercise of its
revisional jurisdiction unless the case substantially
falls within the categories aforestated. Even framing
of charge is a much advanced stage in the proceedings
under the CrPC.”
(Emphasis supplied)
9. Similarly, the Hon’ble High Court of Delhi in V.K.
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ABHISHEK GOYAL
GOYAL Date:
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Verma v. CBI, 2022 SCC OnLine Del 1192, in a similar context
noted as under;
“67. The revisional jurisdiction is not meant to test
the waters of what might happen in the trial. The
Revisional Court has to consider the correctness,
legality or propriety of any finding inter se an order
and as to the regularity of the proceedings of the court
below. While doing so, the Revisional Court does not
dwell at length upon the facts and evidence of the
case, rather it considers the material only to satisfy
itself about the legality and propriety of the findings,
sentence and order and refrains from substituting its
own conclusion on an elaborate consideration of
evidence. In the instant case, the Petitioner has failed
to make out a case for exercise of the revisional
jurisdiction since there is no patent error in the
impugned order on the face of record.”
(Emphasis supplied)
10. Quite evidently, it may be noted from above that the
revisional jurisdiction of the higher court is quite limited and
cannot be exercised in a routine manner. In fact, as aforenoted, the
revisional Court can interfere only in the instances where an order
of trial court was passed, unjustly and unfairly. Further, it is a
settled law2 that trite law that in a case where the order of
subordinate Court does not suffer from any illegality, “merely
because of equitable considerations, the revisional Court has no
jurisdiction to re-consider the matter and pass a different order in a
routine manner.” Reference in this regard is made to the decision
in Taron Mohan v. State, 2021 SCC OnLine Del 312, wherein the
Hon’ble High Court of Delhi expounded as under;
“9. The scope of interference in a revision petition
is extremely narrow. It is well settled that Section 397
CrPC gives the High Courts or the Sessions Courts
jurisdiction to consider the correctness, legality or
propriety of any finding inter se an order and as to the
regularity of the proceedings of any inferior court. It is
also well settled that while considering the legality,
propriety or correctness of a finding or a conclusion,
normally the revising court does not dwell at length
2
Juned v. State of M.P., 2023 SCC OnLine MP 4458; and Dilip Damor v. State of M.P., 2024 SCC OnLine MP 958.
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upon the facts and evidence of the case. A court in
revision considers the material only to satisfy itself
about the legality and propriety of the findings,
sentence and order and refrains from substituting its
own conclusion on an elaborate consideration of
evidence.”
(Emphasis supplied)
11. Notably in the context of the foregoing, it is further
apposite to observe here that it is no longer res integra3 that the
order of summoning is not an interlocutory order and revision
against the same is not barred by the provisions under Section
397(2) Cr.P.C. Reference, in this regard is made to the decision of
the Hon’ble Supreme Court in Girish Kumar Suneja v. Central
Bureau of Investigation, (2017) 14 SCC 809, wherein the Hon’ble
Court, while explicating the distinction between; final,
intermediate and interlocutory order as well as determining the
connotation of ‘intermediate order(s)’ as well as noting the order
of summoning to be intermediate in nature, inter alia, observed as
under;
16. There are three categories of orders that a court
can pass–final, intermediate and interlocutory. There
is no doubt that in respect of a final order, a court can
exercise its revision jurisdiction–that is in respect of
a final order of acquittal or conviction. There is
equally no doubt that in respect of an interlocutory
order, the court cannot exercise its revision
jurisdiction. As far as an intermediate order is
concerned, the court can exercise its revision
jurisdiction since it is not an interlocutory order.
*** *** ***
21. The concept of an intermediate order was
further elucidated in Madhu Limaye v. State of
Maharashtra [Madhu Limaye v. State of Maharashtra,
(1977) 4 SCC 551: 1978 SCC (Cri) 10] by
contradistinguishing a final order and an interlocutory
order. This decision lays down the principle that an
intermediate order is one which is interlocutory in
nature but when reversed, it has the effect of
terminating the proceedings and thereby resulting in a
final order. Two such intermediate orders
3
Dhariwal Tobaco Products Ltd.& Ors. v. State of Maharashtra & Anr., AIR 2009 SC 1032.
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immediately come to mind–an order taking
cognizance of an offence and summoning an accused
and an order for framing charges. Prima facie these
orders are interlocutory in nature, but when an order
taking cognizance and summoning an accused is
reversed, it has the effect of terminating the
proceedings against that person resulting in a final
order in his or her favour. Similarly, an order for
framing of charges if reversed has the effect of
discharging the accused person and resulting in a final
order in his or her favour. Therefore, an intermediate
order is one which if passed in a certain way, the
proceedings would terminate but if passed in another
way, the proceedings would continue.”
(Emphasis supplied)
12. Clearly, it is seen from above that the Hon’ble Apex
Court in unambiguous terms noted that though the order taking
cognizance and summoning an accused prima facie appear to be
interlocutory in nature, however, when the said orders are
reversed, it has the effect of terminating the proceedings against
that person resulting in a final order in his or her favour, bringing
them within the umbrella of ‘intermediate order’ on which the bar
envisaged under Section 397(2) Cr.P.C. would not apply.
Consequently, being wary of the foregoing, however, before
proceeding with the evaluation of the rival contentions of the
parties, this Court deems it pertinent to reproduce the relevant
provisions under the Companies Act, germane for the present
discourse, as under;
“2. Definitions-In this Act, unless the context
otherwise requires,-***
*** *** ***
(59) “officer” includes any director, manager or
key managerial personnel or any person in accordance
with whose directions or instructions the Board of
Directors or any one or more of the directors is or are
accustomed to act;…
*** *** ***
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
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ABHISHEK GOYAL
GOYAL Date:
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(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…”
(Emphasis supplied)
13. Markedly, it is seen from above Section 452 of the
Companies Act, provides for penalty for wrongfully obtaining the
possession of any property, including cash of the company of
wrongfully withholding of the possession of the property of the
company, including cash. It is further pertinent to note here that it
is trite law4 that the offence envisaged under the said provision is
‘continuing’ in nature, till the time, such property of the company
is wrongfully withheld by an accused. Here, it is further pertinent
to observe that the provisions under Section 452 of the Companies
Act relate to the capacity, right of possession and the duration of
4
Gokak Patel Volkart Ltd. v. Dundayya Gurushiddaiah Hiremath, (1991) 2 SCC 141; and State of Bihar v. Deokaran
Nenshi, (1972) 2 SCC 890.
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ABHISHEK GOYAL
Date:
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occupation of an individual, of property of a company. Quite
understandably, such rights have been persistently held by the
superior courts to be integrally blended with the term/tenure of
employment of an individual with such a company. As a corollary,
when the property of the company is wrongfully/unjustifiably
withheld, whether by the employee or officer of the company,
such retention of property would become actionable under the said
provision. In this regard, reference is made to the decision of the
Hon’ble Apex Court in Smt. Abhilash Vinodkumar Jain v. Cox &
Kings (India) Ltd., (1995) 3 SCC 732, wherein the Hon’ble Court,
while dealing with the scope and ambit of pari materia provisions
under the Companies Act, 1956 (i.e., Section 6305 of 1956 Act),
inter alia observed, as under;
“…14. Thus, inescapably it follows that the
capacity, right to possession and the duration of
occupation are all features, which are integrally
blended with the employment and the capacity and the
corresponding rights are extinguished with the
cessation of employment and an obligation arises to
handover the allotted property back to the company.
Where the property of the company is held back
whether by the employee, past employee or anyone
claiming under them, the retained, possession would
amount to wrongful withholding of the property of the
company, actionable under Section 630 of the Act…”
(Emphasis supplied)
14. Correspondingly, in respect of the foregoing,
reference is further made to the decision of the Hon’ble Apex
Court in Lalita Jalan & Anr. v. Bombay Gas Co. Ltd. & Ors., Crl.
Appeal No. 574/2003, dated 16.04.2003, wherein the Hon’ble
5
Pari materia provisions under Section 630 of the Companies Act, 1956 provide, “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 contributory thereof, be punishable with fine which may extend to ten
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…” (Emphasis
supplied)
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ABHISHEK GOYAL
GOYAL Date:
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Court reiterated the scope and ambit of the said provision ( pari
materia provision under Section 630 of 1956 Act), as under;
“6. The question which requires consideration is
whether the appellants, having not vacated the flat
after the death of Shri. N.K. Jalan to whom it was
allotted in his capacity as Director of the Company,
come within the ambit of Section 630 of the Act. The
main ingredient of the Section is wrongful
withholding of the property of the company or
knowingly applying it to purposes other than those
expressed or directed in the articles and authorised by
the Act. The dictionary meaning of the word
“withholding” is to hold back, to keep back, to restrain
or decline to grant. The holding back or keeping back
is not an isolated act but is a continuous process by
which the property is not returned or restored to the
company and the company is deprived of its
possession. If the officer or employee of the company
does any such act by which the property given to him,
is wrongfully withheld and is not restored back to the
company, it will clearly amount to an offence within
the meaning of Section 630 of the Act. The object of
enacting the Section is that the property of the
company is preserved and is not used for purposes
other than those expressed or directed in the Articles
of Association of the company or as authorised by the
provisions of the Act. On a literal interpretation of
Section 630 of the Act the wrongful withholding of
the property of the company by a person who has
ceased to be an officer or employee thereof may not
come within the ambit of the provision as he is no
longer an officer or employee of the company. In
Baldev Krishna Sahi Vs. Shipping Corpn. of India
Ltd. and another, 1987(4) SCC 361, the Court was
called upon to consider the question whether the
words “officer or employee” existing in sub-section
(1) of Section 630 should be interpreted to mean not
only the present officers and employees of the
company but also to include past officers and
employees of the company. It was held that a narrow
construction should not be placed upon sub-section
(1) of Section 630, which would defeat the very
purpose and object with which it had been introduced
but should be so construed so as to make it effective
and operative. The Court held as under in para 7 of the
report;
*** *** ***
7. The Court went on to observe that it is only the
present officers and employees who can secure
possession of any property of a company and it is
CR No. 115/20 Pranav Rastogi v. M/s Metrofyme Media Pvt. Ltd. & Anr. Page No. 27 of 38
Digitally signed
by ABHISHEK
ABHISHEK GOYAL
GOYAL Date:
2025.08.22
17:07:50 +0530
possible for such an officer or employee to wrongfully
take away possession of any such property after
termination of his employment. Therefore, the
function of Clause (a) though it primarily refers to the
existing officers and employees, is to take within its
fold an officer or employee who may have wrongfully
obtained possession of any such property during the
course of his employment, but wrongfully withholds it
after the termination of his employment. It was further
held that Section 630 plainly makes it an offence if an
officer or employee of the company who was
permitted to use any property of the company during
his employment, wrongfully retains or occupies the
same after the termination of his employment and that
it is the wrongful withholding of the property of the
company after the termination of the employment,
which is an offence under Section 630(1)(b) of the
Act.”
(Emphasis supplied)
15. Ergo, being mindful of the principles hereinunder
noted, this Court would now proceed with the determination of the
arguments raised by Ld. Counsel for the revisionist and Ld.
Counsel for the respondents. In this regard, this Court deems it
pertinent to outrightly note that it is the contention of Ld. Counsel
for the revisionist that the Ld. Trial Court, while passing the order
of summoning of the revisionist, failed to abide by/comply with
the provisions of Section 202 Cr.P.C., despite explicit directions of
the Ld. Special Judge in order dated 05.01.2019. In particular, Ld.
Counsel for the revisionist asserted that the entire exercise,
conducted by the Ld. Trial Court was perfunctory and that no
witnesses were examined by the Ld. Trial Court, prior to passing
the impugned order. However, the said contention of the Ld.
Counsel for the revisionist does not find favour with this Court, in
light of the aforenoted fact. In this regard, this Court deems it
pertinent to note that after the matter being so remanded by the Ld.
Special Judge vide order dated 05.01.2019, the Ld. Trial Court on
31.07.2019, duly considered the material brought forth on record
CR No. 115/20 Pranav Rastogi v. M/s Metrofyme Media Pvt. Ltd. & Anr. Page No. 28 of 38
Digitally signed
by ABHISHEK
ABHISHEK GOYAL
Date:
GOYAL 2025.08.22
17:07:54
+0530
by the complainant as well as the documents produced to reach the
conclusion/determination of truth or false hood of the complaint,
in order to determine the question of issuance of the process.
Needless to mention, the respondent/respondent no. 2 opted only
to produce himself as a witness before the Ld. Trial Court,
whereupon the material and evidence produced by the said
respondent is duly considered by the Ld. Trial Court. Here this
Court deems it further pertinent to note that it is cognizant that the
superior courts have persistently avowed6 in respect to the
foregoing that the scope and province of an enquiry under Section
202 Cr.P.C. is quite limited, only to the extent of ascertainment of
the truth of falsehood of the allegations made the complaint on the
basis of material placed by the complaint before the court. Further,
such inquiry is only for the limited purpose(s) of finding out
whether prima facie case for issuance of process has been made
out in a given case, and for deciding such a question purely from
the point of view of the complaint without ‘at all’ adverting to
the/any defence that the accused may have. Reference in this
regard is made to the decision of the Hon’ble Supreme Court in
National Bank of Oman v. Barakara Abdul Aziz & Anr., (2013) 2
SCC 488, wherein the Hon’ble Court, remarked in the context of
foregoing, as under;
“…9. The duty of a Magistrate receiving a
complaint is set out in Section 202 CrPC and there is
an obligation on the Magistrate to find out if there is
any matter which calls for investigation by a criminal
court. The scope of enquiry under this section is
restricted only to find out the truth or otherwise of the
allegations made in the complaint in order to
determine whether process has to be issued or not.
Investigation under Section 202 CrPC is different
from the investigation contemplated in Section 156 as
it is only for holding the Magistrate to decide whether
or not there is sufficient ground for him to proceed
6
Smt. Nagawwa v. Veeranna Shivallngappa Konjalgi, AIR 1976 SC 1947: (1976) 3 SCC 736.
CR No. 115/20 Pranav Rastogi v. M/s Metrofyme Media Pvt. Ltd. & Anr. Page No. 29 of 38 Digitally signed by ABHISHEK ABHISHEK GOYAL Date: GOYAL 2025.08.22 17:07:58 +0530
further. The scope of enquiry under Section 202 CrPC
is, therefore, limited to the ascertainment of truth or
falsehood of the allegations made in the complaint:
(i) on the materials placed by the complainant
before the court;
(ii) for the limited purpose of finding out whether a
prima facie case for issue of process has been made
out; and
(iii) for deciding the question purely from the point
of view of the complainant without at all adverting to
any defence that the accused may have…”
(Emphasis supplied)
16. Correspondingly, in respect of the foregoing,
reference is made to the decision in Vadilal Panchal v. Dattatrya
Dulaji Ghadigaonker & Anr., AIR 1960 SC 1113: 1961 Mad. LJ
(Cri.) 389, wherein the Hon’ble Court, in an akin context,
enunciated, as under;
“…The general scheme of the aforesaid sections is
quite clear. Section 200 says inter alia what a
Magistrate taking cognisance of an offence on
complaint shall do on receipt of such a complaint.
Section 202 says that the Magistrate may, if he thinks
fit, for reasons to be recorded in writing, postpone the
issue of process for compelling the attendance of the
person complained against and direct an inquiry for
the purpose of ascertaining the truth or falsehood of
the complaint; in other words, the scope of an inquiry
under the section is limited to finding out the truth or
falsehood of the complaint in order, to determine the
question of the issue of process. The inquiry is for the
purpose of ascertaining the truth or falsehood of the
complaint; that is, for ascertaining whether there is
evidence in support of the complaint so as to justify
the issue of process and commencement of
proceedings against the person concerned. The
section does not say that a regular trial for adjudging
the guilt or otherwise of the person complained
against should take place at that stage; for the person
complained against can be legally called upon to
answer the accusation made against him only when a
process has issued and he is put on trial. Section 203,
be it noted, consists of two parts: the first part
indicates what are the materials which the Magistrate
must consider, and the second part says that if after
considering those materials there is in his judgment no
sufficient ground for proceeding, he may dismiss the
CR No. 115/20 Pranav Rastogi v. M/s Metrofyme Media Pvt. Ltd. & Anr. Page No. 30 of 38
Digitally signed
by ABHISHEK
ABHISHEK GOYAL
GOYAL Date:
2025.08.22
17:08:03 +0530
complaint. Section 204 says that if in the opinion of
the Magistrate there is sufficient ground for
proceeding, he shall take steps for the issue of
necessary process…”
(Emphasis supplied)
17. Ergo, in light of the foregoing, when the facts of the
present case are conscientiously scrutinized, it is reiterated that the
Ld. Trial Court, duly conducted the enquiry under Section 202
Cr.P.C. by appreciating the only witness, i.e., himself/the
complainant/respondent no. 2 and other documents on record to
ascertain whether prima facie case is made out for issuance of
summons against the revisionist in the instant case. Needless to
reiterate that the inquiry envisaged under Section 202 Cr.P.C. is
limited, only to the extent of ascertainment of truth or falsehood of
the allegations made under the complaint and whether on the
material placed by the complainant a prima facie case was made
out for summoning the accused or not. Needless in this regard to
further mention that the law is trite7 that ‘prima facie evidence’
means the evidence sufficient for summoning the accused and not
the evidence which is sufficient to warrant the conviction.
18. In as much as the contention of Ld. Counsel for the
revisionist pertaining to non-application of mind by the Ld. Trial
Court, while passing the directions for issuance of summons
against the revisionist is concerned, this Court deems it pertinent to
outrightly make a reference to the decision of the Hon’ble
Supreme Court in Fiona Shrikhande v. State of Maharashtra, AIR
2014 SC 957, wherein the Hon’ble Court unambiguously noted
that while directing/passing an order of summons against an
accused, Ld. Magistrate/Ld. JMFC is required to only see whether
allegations made in complaint are prima facie sufficient to proceed
7
Ghanshyam Kumar Shukla v. State of Uttar Pradesh, 2006 Cri. LJ 1432.
CR No. 115/20 Pranav Rastogi v. M/s Metrofyme Media Pvt. Ltd. & Anr. Page No. 31 of 38 Digitally signed by ABHISHEK ABHISHEK GOYAL GOYAL Date: 2025.08.22 17:08:07 +0530
against the accused. Clearly, it is not expected of the Ld.
Magistrate/Ld. JMFC to enquire/delve into the merits or demerits
of the case. In this regard, this Court deems it pertinent to
reproduce the relevant extracts from the said judgment, as under;
“…We are, in this case, concerned only with the
question as to whether, on a reading of the complaint,
a prima facie case has been made out or not to issue
process by the Magistrate. The law as regards
issuance of process in criminal cases is well settled. At
the complaint stage, the Magistrate is merely
concerned with the allegations made out in the
complaint and has only to prima facie satisfy whether
there are sufficient grounds to proceed against the
accused and it is not the province of the Magistrate to
enquire into a detailed discussion on the merits or
demerits of the case. The scope of enquiry under
Section 202 is extremely limited in the sense that the
Magistrate, at this stage, is expected to examine prima
facie the truth or falsehood of the allegations made in
the complaint. Magistrate is not expected to embark
upon a detailed discussion of the merits or demerits of
the case, but only consider the inherent probabilities
apparent on the statement made in the complaint. In
Nagawwa v. Veeranna Shivalingappa Konjalgi and
Others (1976) 3 SCC 736, this Court held that once
the Magistrate has exercised his discretion in forming
an opinion that there is ground for proceeding, it is not
for the Higher Courts to substitute its own discretion
for that of the Magistrate. The Magistrate has to
decide the question purely from the point of view of
the complaint, without at all adverting to any defence
that the accused may have…”
(Emphasis supplied)
19. Here, it is further pertinent to note that the superior
courts have further observed that at the stage of taking cognizance
of offences in a complaint case, it is impermissible for the courts to
delve into the truthfulness or otherwise of the allegations made in
the complaint and that the courts are required to proceed on a
footing that the allegations made there, are true. Reference in this
regard is made to the decision in Gambhirsinh R. Dekare v.
Fhalgunbhai Chimanbhai Patel, AIR 2013 SC 1590: 2013 (3) SCC
697, wherein the Hon’ble Supreme Court, noted in context of the
CR No. 115/20 Pranav Rastogi v. M/s Metrofyme Media Pvt. Ltd. & Anr. Page No. 32 of 38
Digitally signed
ABHISHEK by ABHISHEK
GOYAL
GOYAL Date: 2025.08.22
17:08:13 +0530
foregoing, as under;
“…We have bestowed our consideration to the
rival submission and we do not find any substance in
the submission of Mr. Dave. Complainant has
specifically averred in the complaint that the news
item was printed in the newspaper as per the
instructions and directions of the accused persons.
The complainant had specifically alleged that accused
nos. 1 and 2 have deliberately published the offending
news and it was within their knowledge. At this stage,
it is impermissible to go into the truthfulness or
otherwise of the allegation and one has to proceed on a
footing that the allegation made is true. Hence, the
conclusion reached by the High Court that “there is
nothing in the complaint to suggest that the petitioner
herein was aware of the offending news item being
published or that he had any role to play in the
selection of such item for publication” is palpably
wrong. Hence, in our opinion, the High Court has
quashed the prosecution on an erroneous assumption
of fact which renders its order illegal…”
(Emphasis supplied)
20. However, notwithstanding the foregoing, the
superior courts have further cautioned and iterated that
summoning of accused in a criminal matter is a serious matter and
that in order for Ld. Magistrate to summon an accused, such order
must reflect that said court/Magistrate applied his mind to the facts
of the case and the law applicable therein. Reference in this regard
is made to the decision in M/s. Pepsi Foods Ltd. & Anr. v. Special
Judicial Magistrate & Ors., (Supra.), wherein the Hon’ble
Supreme Court, noted as under;
“…Summoning of an accused in a criminal case is
a serious matter. Criminal law cannot be set into
motion as a matter of course. it is not that the
complainant has to bring only two witnesses to
support his allegations in the complaint to have the
criminal law set into motion. The order of the
magistrate summoning the accused must reflect that
he has applied his mind to the facts of the case and the
law applicable thereto. He has to examine the nature
of allegations made in the complaint and the evidence
both oral and documentary in support thereof and
would that be sufficient for the complainant to
CR No. 115/20 Pranav Rastogi v. M/s Metrofyme Media Pvt. Ltd. & Anr. Page No. 33 of 38
Digitally signed
by ABHISHEK
ABHISHEK GOYAL
Date:
GOYAL 2025.08.22
17:08:20
+0530
succeed in bringing charge home to the accused. It is
not that the Magistrate is a silent spectator at the time
of recording of preliminary evidence before
summoning of the accused. Magistrate has to
carefully scrutinise the evidence brought on record
and may even himself put questions to the
complainant and his witnesses to elicit answers to find
out the truthfulness of the allegations or otherwise and
then examine if any offence is prima facie committed
by all or any of the accused…”
(Emphasis supplied)
21. Unmistakably, it is seen from above that the
Hon’ble Apex Court unambiguously recorded that summoning of
an accused in a criminal case is a serious matter. Ergo, it is
reiterated that the order of Magistrate, summoning the accused
must reflect that he has applied his mind to the facts of the case and
the law applicable thereto, by examining the nature of allegations
made in the complaint and the evidence, both oral and
documentary in support thereof and as to whether that would be
sufficient for proceeding against the accused. Markedly, the said
principles were repeatedly iterated by the Hon’ble Court in a
catena of decisions, including that in Sunil Bharti Mittal v. Central
Bureau of Investigation, (2015) 4 SCC 609, wherein the Hon’ble
Apex Court reiterated the law, as under;
“51. On the other hand, Section 204 of the Code
deals with the issue of process, if in the opinion of the
Magistrate taking cognizance of an offence, there is
sufficient ground for proceeding. This section relates
to commencement of a criminal proceeding. If the
Magistrate taking cognizance of a case (it may be the
Magistrate receiving the complaint or to whom it has
been transferred under Section 192), upon a
consideration of the materials before him (i.e. the
complaint, examination of the complainant and his
witnesses, if present, or report of inquiry, if any),
thinks that there is a prima facie case for proceeding in
respect of an offence, he shall issue process against
the accused.
52. A wide discretion has been given as to grant or
refusal of process and it must be judicially exercised.
A person ought not to be dragged into court merely
CR No. 115/20 Pranav Rastogi v. M/s Metrofyme Media Pvt. Ltd. & Anr. Page No. 34 of 38
Digitally signed
by ABHISHEK
ABHISHEK GOYAL
GOYAL Date:
2025.08.22
17:08:24 +0530
because a complaint has been filed. If a prima facie
case has been made out, the Magistrate ought to issue
process and it cannot be refused merely because he
thinks that it is unlikely to result in a conviction.
53. However, the words “sufficient ground for
proceeding” appearing in Section 204 are of immense
importance. It is these words which amply suggest
that an opinion is to be formed only after due
application of mind that there is sufficient basis for
proceeding against the said accused and formation of
such an opinion is to be stated in the order itself. The
order is liable to be set aside if no reason is given
therein while coming to the conclusion that there is
prima facie case against the accused, though the order
need not contain detailed reasons. A fortiori, the order
would be bad in law if the reason given turns out to be
ex facie incorrect.”
(Emphasis supplied)
22. Consequently, in light of the foregoing, when the
impugned order is conscientiously analyzed, in consonance with
the material placed on record and the arguments addressed by/on
behalf of the revisionist and the respondents, in the considered
opinion of this Court, no illegality, impropriety, or irregularity can
be attributed to the impugned order. In fact, it is seen from a
meticulous scrutiny of the material placed on record that the Ld.
Trial Court, duly considered the material brought forth, including
the pre-summoning evidence of the complainant as well as the
documents, i.e., Ex. CW1/1 to Ex. CW1/3 and Mark A, Mark B
and Mark C, to reach a conclusion of summoning the revisionist as
an accused in the instant case. Correspondingly, this Court is not
convinced with the submission of the Ld. Counsel for the
revisionist that the impugned order is non-speaking for the reason
that under the said order, after duly considering the material
brought forth, the Ld. Trial Court determined that there were no
sufficient grounds to proceed against revisionist’s sister (accused
no. 2 before the Ld. Trial Court), as she was neither the director nor
an employee of respondent no. 1 or that she was having any control
CR No. 115/20 Pranav Rastogi v. M/s Metrofyme Media Pvt. Ltd. & Anr. Page No. 35 of 38
Digitally signed
by ABHISHEK
ABHISHEK GOYAL
GOYAL Date:
2025.08.22
17:08:28 +0530
over the business of the said company. However, in contrast, Ld.
Trial Court, duly appreciated that from the aforenoted
material/document, it was prima facie established that the
revisionist deliberately, wrongfully and with malafide intention,
withheld the property of the company/respondent no. 1, solely
with an intention of bring the business of respondent no. 1 to a
standstill. Correspondingly, Ld. Trial Court, also took notice of the
fact that pursuant to such unlawful withholding of respondent no.
1’s property by the revisionist, the said company could not comply
with the statutory requirements and the said documents were not
returned by the revisionist to respondent no. 1, despite numerous
demands through emails/correspondences. Needless to mention
that this Court has further perused the documents placed on record
of the Ld. Trial Court prima facie demonstrating the tenacious
endeavor of the respondents to seek return of the aforesaid
documents from the revisionist, besides even corresponding to
other government authorities, i.e., ROC vide letter/correspondence
dated 26.07.2016 (Mark-A), iterating the said stand.
23. In so far as the contention of the revisionist
pertaining to the respondents being in possession of the documents
in question or of the respondents deliberately withholding the
documents or that of Form DIR-12 having been allegedly taken out
of a spiral document set, allegedly demonstrating that the
respondents were in possession of the said documents is
concerned, same, in the considered opinion of this Court are all
subject matters of trial, which cannot be considered at the present
stage of summoning of the revisionist. Correspondingly, the
reliance of the respondents on the order dated 27.10.2018 of the
Ld. Special Judge in Crl. Rev. No. 601/2018 to belie the
allegations levelled against him is concerned, same too, in the
CR No. 115/20 Pranav Rastogi v. M/s Metrofyme Media Pvt. Ltd. & Anr. Page No. 36 of 38
Digitally signed
by ABHISHEK
ABHISHEK GOYAL
GOYAL Date:
2025.08.22
17:08:32 +0530
informed assessment of this Court, would not come to the aid and
rescue of the revisionist at this stage for the same reasons stated
herein. In this regard, this Court deems it apposite to reproduce the
relevant extract(s) of the said order/order dated 27.10.2018 of the
Ld. Special Judge, as under;
“…Some arguments heard on behalf of the parties.
However, time is being sought on behalf of the
respondent on the ground that his counsel is not
available due to sickness. However, it has been
resolved that 11 documents mentioned in the revision
can be provided by the respondent, out of which
certain documents require the cooperation of both the
sides to apply for the copies of those documents from
various organizations, to which the counsel for the
revisionist says that the needful shall be done.
List the matter on *** further arguments…”
(Emphasis supplied)
24. As aforenoted, it is contended by the Ld. Counsel
for the revisionist, on the basis of the aforesaid order that since the
respondents, conceded to the production of the question in dispute
between the Ld. Special Judge, the allegations against the
revisionist stand whittled down in view of the aforenoted assertion
of the respondents. However, the said contention too, does not find
favour with this Court at this stage, considering that the
connotation of such assertion or the context in which respondents
had made the declaration under the aforesaid order, cannot be
evaluated at this stage, bereft of a proper trial. Needless to mention
that whether the said order would amount to an admission on the
part of the respondents or not as to their possession of the
documents in question, cannot be determined at the present
stage/in the instant proceeding, being a challenge to the impugned
order by means of present criminal revision.
25. Conclusively, in light of the aforesaid discussion,
this Court unswervingly reiterates that the Ld. Trial Court did not
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Digitally signed
by ABHISHEK
ABHISHEK GOYAL
GOYAL Date:
2025.08.22
17:08:35 +0530
commit any illegality and/or impropriety under the impugned
order, while directing issuance of summons against the revisionist,
in light of the facts and circumstances, arguments addressed,
documents and the material placed on record, as well as judicial
dictates. Accordingly, in the considered opinion of this Court, the
present revision petition deserves to be dismissed as devoid of
merits and is hereby dismissed. Correspondingly, the order dated
31.07.2019, passed by Ld. ACMM, Central, Tis Hazari Courts,
Delhi, in case bearing, ‘Metrofyme Media Pvt. Ltd. v. Mr. Pranav
Rastogi, CC No. 810/2017’, taking cognizance of the offence
under Section 452 of the Companies Act and directing issuance of
summons against the revisionist herein is hereby upheld/affirmed.
Apposite at this stage to further note that, though, this Court holds
highest regard for the decisions relied upon by Ld. Counsel for the
revisionist, however, the same would not, in the considered
opinion of this Court come to the aid/rescue of the case put forth by
the revisionist in the manner as prayed, as the facts and
circumstances of the present case are clearly, distinguishable.
26. Trial Court Record along with a copy of this
order/judgment be sent to the Ld. Trial Court concerned with
directions to proceed as per law.
27. Revision file be consigned to record room after due
Digitally signed
compliance. ABHISHEK GOYAL
by ABHISHEK
Date:
GOYAL 2025.08.22
17:08:41
+0530
Announced in the open Court (Abhishek Goyal)
on 22.08.2025. ASJ-03, Central District,
Tis Hazari Courts, Delhi
CR No. 115/20 Pranav Rastogi v. M/s Metrofyme Media Pvt. Ltd. & Anr. Page No. 38 of 38
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