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 CR No. 115/20 Pranav Rastogi v. M/s Metrofyme Media Pvt. Ltd. & Anr. Page No. 1 of 38 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 CR No. 115/20 Pranav Rastogi v. M/s Metrofyme Media Pvt. Ltd. & Anr. Page No. 2 of 38 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 CR No. 115/20 Pranav Rastogi v. M/s Metrofyme Media Pvt. Ltd. & Anr. Page No. 3 of 38 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 CR No. 115/20 Pranav Rastogi v. M/s Metrofyme Media Pvt. Ltd. & Anr. Page No. 4 of 38 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 CR No. 115/20 Pranav Rastogi v. M/s Metrofyme Media Pvt. Ltd. & Anr. Page No. 7 of 38 Digitally signed 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 conspired CR 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 CR No. 115/20 Pranav Rastogi v. M/s Metrofyme Media Pvt. Ltd. & Anr. Page No. 10 of 38 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 CR No. 115/20 Pranav Rastogi v. M/s Metrofyme Media Pvt. Ltd. & Anr. Page No. 11 of 38 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 CR No. 115/20 Pranav Rastogi v. M/s Metrofyme Media Pvt. Ltd. & Anr. Page No. 12 of 38 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 CR No. 115/20 Pranav Rastogi v. M/s Metrofyme Media Pvt. Ltd. & Anr. Page No. 13 of 38 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 CR No. 115/20 Pranav Rastogi v. M/s Metrofyme Media Pvt. Ltd. & Anr. Page No. 14 of 38 Digitally signed by ABHISHEK 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.
CR No. 115/20 Pranav Rastogi v. M/s Metrofyme Media Pvt. Ltd. & Anr. Page No. 15 of 38 Digitally signed by ABHISHEK ABHISHEK GOYAL GOYAL Date: 2025.08.22 17:07:02 +0530
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 CR No. 115/20 Pranav Rastogi v. M/s Metrofyme Media Pvt. Ltd. & Anr. Page No. 16 of 38 Digitally signed by ABHISHEK 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 CR No. 115/20 Pranav Rastogi v. M/s Metrofyme Media Pvt. Ltd. & Anr. Page No. 18 of 38 Digitally signed by ABHISHEK 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). CR No. 115/20 Pranav Rastogi v. M/s Metrofyme Media Pvt. Ltd. & Anr. Page No. 20 of 38 Digitally signed by ABHISHEK ABHISHEK GOYAL Date:
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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. CR No. 115/20 Pranav Rastogi v. M/s Metrofyme Media Pvt. Ltd. & Anr. Page No. 21 of 38 Digitally signed by ABHISHEK ABHISHEK GOYAL GOYAL Date:
2025.08.22 17:07:24 +0530 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 CR No. 115/20 Pranav Rastogi v. M/s Metrofyme Media Pvt. Ltd. & Anr. Page No. 24 of 38 Digitally signed by ABHISHEK 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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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) CR No. 115/20 Pranav Rastogi v. M/s Metrofyme Media Pvt. Ltd. & Anr. Page No. 26 of 38 Digitally signed by ABHISHEK ABHISHEK GOYAL GOYAL Date:
2025.08.22 17:07:46 +0530 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.
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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 CR No. 115/20 Pranav Rastogi v. M/s Metrofyme Media Pvt. Ltd. & Anr. Page No. 37 of 38 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