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3. Learned counsel for the petitioner has submitted that in the present case, a purely civil dispute has been given a criminal colour. It has been argued that a perusal of the FIR would show that a dispute arose between the company M/s PC Jewellers and the complainant, with respect to a showroom, which had been let out by the complainant to the Company M/s PC Jewellers. It is argued that even as per FIR (page 62 of the paperbook), there is a lease deed which has been referred to in the FIR and the said lease deed is dated 01.04.2019 (annexed as Annexure P-1 with the petition). Learned counsel for the petitioner has referred to Clause Nos.2, 3, 4, 12, 13, 16 and 18.7 of the said lease deed. It is stated that the petitioner has not even signed the said lease deed and the same is signed by one Ravindra Kumar Singhal, on behalf of the company M/s PC Jeweller Limited. It is submitted that the said lease deed was entered into between Ms. Poonam Gautam and M/s PC Jeweller Limited, being the lessor and lessee, respectively and thus, the present petitioner is neither a party to the said lease deed nor is privy to the contractual relationship between the company and respondent no.2. As per clause 2 of the said agreement, the lessee was supposed to use the said premises solely for the purpose of retail business of jewellery. It is further highlighted that as per clause 3, the rental/payment to be made to Respondent no.2 were clearly defined. As per the said clause, the 6 of 112 company was to pay a sum of rupees, which was equivalent to the percentage of sale as stated in clause 3.2 and it was specifically stated that the lessee i.e., the company, was not liable to pay any additional rent in any form by way of rent. As per clause 3.1 of the said lease deed, the lease was for a period of three years and thus, the same had to come to an end on 31.03.2022. Clause 4 of the said lease deed stipulated the lock in period, which specifically mentioned that there was no lock in period with respect to the present lease deed and it had further been provided that it was the company i.e., lessee, which could alone terminate the lease deed, by giving a 30 days' notice to the lessor/respondent No.2 and the lessor could not terminate the present lease deed during the entire period of three years. Leaned counsel for the petitioner however, has submitted that as per clause 16 of the lease deed, the lessor/respondent No.2 had a right to terminate the lease deed during the period of three years in case, the lessee i.e., the company, failed to pay continuous three months share of the revenue as per clause 3.2 and further has stated that the said clause 4 be read along with clause 16. Further, clause Nos.12.1 and 12.4 have also been highlighted to show that the lessor was responsible for all major structural changes, maintenance, work in the building and further that the lessor was to ensure that the lessee has peaceful possession of the said scheduled premises. It has been argued that Clause 13 of the lease deed provided for the services/facilities, which were to be provided by the lessor to the lessee and no extra cost of the same was to be charged and under clause 13.1 sub-clause (j), all interior designing 7 of 112 with furniture and fixtures was to be provided by the lessor, without any extra cost. Specific reference has been made to Clause 18.7 of the above-said lease deed, which stipulates the arbitration clause and the jurisdiction and specifically provides that all the disputes arising from or out of or touching upon or in relation to the terms or formation of this lease deed or its termination including interpretation and validity, were to be settled amicably by mutual consent, failing which, the same was to be settled through arbitration by a Sole Arbitrator, who was to be appointed by mutual consent of the parties.

5. Learned Counsel for the petitioner has further argued that the allegations levelled in the FIR to the effect that there was an assured income of Rs.4 to 5 lakhs per month, is not based on any documentary evidence and is in fact, contrary to the terms of the lease deed, wherein, the amount to be paid to respondent No.2/complainant by the company M/s PC Jewellers has been specifically mentioned. It is further submitted that with respect to the amount spent on the showroom, apart from the fact that the said amount is being disputed by the present petitioner, even as per the lease deed, it was the duty of respondent No.2 to have carried out the necessary interiors/structural 12 of 112 changes. Moreover, the said showroom along with the interiors in any case belong to respondent No.2 and if any improvement has been made in the showroom, the same would remain with respondent No.2. It has been argued that as per clause 13 of the lease deed, even the architect was to be engaged by respondent No.2 at her own expense and thus, the allegations in the FIR that money had to be spent on the architect is also baseless and sans merit. It is further submitted that the allegation against the company qua shifting material/stock, cannot be questioned by respondent No.2, as it is the right of the company to shift the material/stock which is owned by the company. It has been submitted that the allegations with respect to the scheme and there being income tax department issues, are absolutely false and frivolous and have been made without any bases and at any rate, have nothing to do with the complainant. In support of his arguments, learned counsel for the petitioner has relied upon a judgment of the Hon'ble Supreme Court in "Vijay Kumar Ghai and others Vs. The State of West Bengal and others, passed in Criminal Appeal No.463 of 2022, decided on 22.03.2022. Learned counsel for the petitioner has further relied upon the judgments of Hon'ble Supreme Court in 'Aneeta Hada Vs. M/s Godfather Travels and Tours Pvt. Ltd.', reported as 2012(5) SCC 661 as well as in 'Sharad Kumar Sanghi Vs. Sangita Rane, reported as 2015 AIR SCW 4202, to contend that till the time the company is not made an accused, the petitioner cannot be vicariously held liable for its acts. It is further contended that there is no concept of vicarious liability under the Indian Penal Code and even where the 13 of 112 statute provides for vicarious liability, there also, the petitioner cannot be prosecuted against without the company being made an accused.

iv) A perusal of clause 12 would show that lessor/respondent No.2 was to carry out all major structural changes, maintenance, work in the building and also take all necessary permissions and approvals and ensure that the lessee/tenant/company has peaceful possession of the said premises. Further, respondent 31 of 112 No.2 had undertaken and agreed that the financial account sheet and monthly sale as provided by the lessee/tenant/company would be taken to be authentic and true and it was on that basis that the rent was to be paid as per clause 3.2.