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The complainant has failed to make out any ingredient required by Sections 405 and 406 of IPC. When we have perused the Franchise Agreement, we have specifically noted the clause therein which do not assure any fixed return of investment to the complainant and with open eyes it had entered into the agreement. Merely by stating that the record was manipulated backdated, in absence of any evidence to establish entrustment, dishonest, misappropriation, converts to his own use or disposes, the offence under Section 405 cannot be said to be made out.