V P S Chauhan, J. - Both these criminal revisions are being decided by this common order as the same issue has been involved in both the revisions, however, for the sake of convenience the facts are being taken from Cr.R. No.886/2019.

2. Both the applicants have filed this revision under Section 397 read with Section 401 of the Code of Criminal Procedure, 1973 being aggrieved by the order dated 07/01/2019 passed in S.T. No.827/2013 by 13th Additional Sessions Judge, Jabalpur whereby the application filed by the applicants under Section 227 of the Code of Criminal Procedure, 1973 for discharging him of the offences has been rejected and the trial Court proceeded to frame charges of the offences punishable under Sections 120-B, 420, 465, 467, 294 and 506 Part-II of IPC.

3. The facts of this petition, in short, are that the applicant Kailash Gupta is running the incorporate company namely Commercial Automobiles Private Limited, Jabalpur as a Director. The applicant filed a company registration certificate as Annexure-P/3 and P/4. After perusal of that documents, it is clearly reflected that the applicant is a Director of Commercial Automobiles Private Limited, Jabalpur and other applicant was working as General Manager. Commercial Automobiles Private Limited, Jabalpur is having tie-up with the Tata Engineering & Locomotive Company Limited (hereinafter referred to as TELCO) and sold the vehicle manufactured by TELCO. TELCO also have a business of financer. Ravindra Choukse purchased the vehicle Crew C 207/28 Crew Cab bearing chasis No.374 006 HTQ 9 29296 and engine No.483 DL41 HTQ 7 91563 on 06/11/1997. Hire purchase agreement executed between TELCO and Ravindra Choukse, Ravindra Choukse paid the amount of Rs.85,423/- by cheque and remaining amount paid by the TELCO to the Commercial Automobiles Private Limited. After having delivery of the vehicle, Ravindra Choukse found that a second hand vehicle had been sold and officers and employees of the Commercial Automobiles Private Limited, Jabalpur intentionally manipulated the entries and data in the relevant documents and by rubbing the name of previous owner, interpolated the name of the applicant as first owner and year of manufacturing of the vehicle as also some other relevant entries and after suppressing the facts, sold the vehicle to Ravindra Choukse posing the vehicle as a first hand vehicle and he is first purchaser.

4. On the next day, purchaser -Ravindra Choukse made a complaint to that effect, and also personally contacted Commercial Automobiles Private Limited, Jabalpur, however, employees of the Commercial Automobiles Pvt. Ltd., Jabalpur instead of entertaining the complaint properly, misbehaved with the purchaser of the vehicle, abusing him and also threatened him to face the dire consequence, Ravindra Choukse served notice to that effect and made a complaint to the concerned Police Authorities. On the basis of the report, Crime No.111/98 registered at Police Station, Bargi, Jabalpur against the officers and employees of the Commercial Automobiles Private Limited, Jabalpur and also against the officers of the TELCO. After investigation, charge sheet has been filed against the erring persons of the Commercial Automobiles Private Limited including the applicant who is Director of the Commercial Automobiles Private Limited, Jabalpur for the offences punishable under Sections 420, 465, 467, 468, 471, 294 and 506 of IPC. The case committed to the Sessions Court registered as Sessions Trial No.827/2013 and learned 13th Additional Sessions Judge, Jabalpur, Court after hearing both the parties, vide impugned order dated 07/01/2019 while not discharging the applicant of the offences dismissed the application filed by the applicant under Section 227 of Cr.P.C. and proceeded to frame charges against the applicant along with other co-accused for the offences under Sections 120-B, 420, 465, 467, 294 and 506 Part-II of IPC.

5. The applicants, being aggrieved by the impugned order, have filed these criminal revision on the ground that learned trial Court has failed to see and appreciate that the questioned vehicle was sold to M/s TELCO on heavy discount as the vehicle was a demo vehicle and complainant- Ravindra Choukse purchased the vehicle from the TELCO on hire purchase basis. Complainant-Ravindra Choukse has no privity of contract with the company. The entire allegations made by Ravindra Choukse in the complaint do not disclose any incriminating act of the applicants. The applicants cannot be prosecuted as they are holding ex-officio position in the company and the company has not been made as an accused in the case. Whatever breach committed, it is committed by TELCO. Complainant- Ravindra Choukse and TELCO executed a hire purchase agreement. TELCO enjoying ownership of the vehicle until the whole loan amount is paid. There is no incriminating circumstances or material available on the record to form any accusation against the applicant. Learned trial Court has committed error in not discharging the applicants of the offences and framing the charges against the applicants. In these premises, he prays to set aside the impugned order, so far as applicants are concerned and discharge the applicants of the offences.

6. Learned Government Advocate appearing on behalf of the respondent/State, on the other hand, submits that applicant-Kailash Gupta is running the business of Commercial Automobiles Private Limited, Jabalpur. He is a Director, therefore, responsible for all the affairs of the company. Change in the year of manufacturing of the vehicle from 1996 to 1997, rubbing the name of previous owner in the relevant documents and also rubbing the other particulars and finally sold that vehicle as a fresh new vehicle to the complainant shows clear involvement of the applicant as a conspirator. There is sufficient material available on record to show that the applicants are directly and indirectly involved in commission of the offence. Commercial Automobiles Private Limited, Jabalpur to which the applicant is Director has a outlet to sell the vehicles manufactured by TELCO. When the complainant purchased the vehicle, purchase invoice had been given by the Commercial Automobiles Private Limited, Jabalpur, not by the TELCO. TELCO is only a financer provided financial support to the complainant after executing the hire purchase agreement between TELCO and complainant. It is not necessary to execute an agreement between seller and purchaser. Invoice is a material document to show the terms and conditions on which the vehicle had been sold to the complainant. There is, prima facie, evidence available against the both applicants. Learned trial Court has not committed any error in rejecting the application. The applicants previously also filed a petition under Section 482 of Cr.P.C. for quashing the criminal proceeding registered against them which has already been dismissed by this Court and the applicants have again filed these criminal revisions on the same facts and grounds, therefore, prays for dismissal of the criminal revision.

7. Having heard learned counsel for the parties and perused the documents filed along with criminal revision. Copy of all the documents submitted along with charge sheet in the trial, have been filed by the applicant which are also perused.

8. Annexure-P/3 is the certificate of incorporation of the company Commercial Automobiles Private Limited and applicant-Kailash Gupta is running Commercial Automobiles Private Limited, Jabalpur as a Director, this fact is reflected from the bare perusal of Annexure-P/4. Annexure-P/6 is the hire purchase agreement executed between the TELCO and complainant- Ravindra Choukse for getting the financial help from the TELCO for purchasing the vehicle from Commercial Automobiles Private Limited. Annexue-P/7 is the invoice given by Commercial Automobiles, Jabalpur after purchasing the vehicle by complainant- Ravindra Choukse. In this invoice, financer has been mentioned as TELCO, Bhopal and hirer has been mentioned as Ravindra Choukse. Annexure-P/8 and P/9 show that the vehicle had been delivered in possession of Ravindra Choukse.

9. After bare perusal of the above mentioned documents, it is clearly, prima facie, reflected that Ravindra Choukse purchased the questioned vehicle from the outlet run by Commercial Automobiles Private Limited, Jabalpur and for the assistance of finance executed hire purchase agreement with the TELCO and TELCO provided sale consideration to the Commercial Automobiles Private Limited, Jabalpur, thereafter Commercial Automobiles Private Limited, Jabalpur delivered the vehicle to complainant- Ravindra Choukse. There is a hire purchase agreement between TELCO and Ravindra Choukse, however, it is prima facie material available to show that the Commercial Automobiles Private Limited is the seller of the vehicle, Ravindra Choukse is purchaser of the vehicle and TELCO is the financer of the sale consideration. Meaning thereby, there is a relation between the applicant and complainant- Ravindra Choukse as seller and purchaser of the questioned vehicle.

10. The documents appended with the charge sheet, prima facie, show that after purchasing and having delivery of the questioned vehicle, purchaser-Ravindra Choukse found that the vehicle was old and had been previously sold to some other person, it is not a first hand vehicle, but, it is a second hand vehicle. He immediately by the next day went to the shop run by Commercial Automobiles Private Limited, Jabalpur and its Director was applicant-Kailash Gupta, General Manager was Ashok Rathi, instead of entertaining the complaint, its employees right from Director to the Sales Representatives misbehaved with Ravindra Choukse, not entertained his problem and threatened him for facing dire consequences. No doubt, applicants being a Director and General Manager are directly responsible for that act. Ravindra Choukse issued a notice to the Commercial Automobiles Private Limited, Jabalpur and when his complaint has not been entertained by the applicant and other officers and employees of the Commercial Automobiles, then he filed a report in Police Station where Crime No.111/1998 registered on the basis of complaint and during investigation, expert who examined the questioned document found that the year of manufacturing of the vehicle was 96, however, it was interpolated as 97. The name of previous purchaser has also been erased from the relevant documents and in place of name of previous owner, the name of Ravindra Choukse has been interpolated and in the same way other entries manipulated in the other places of document by officers and employees of the seller and sold the old vehicle to Ravindra Choukse showing that it is a first hand vehicle by suppressing the material fact.

11. Learned senior counsel for the applicant Kailash argues that the applicant, being a Director, is not responsible for that act. The company has not been made as a party, therefore, the Director could not be arraigned as an accused. Before going to discuss on the submission advanced by learned senior counsel, it is pertinent to note here that the applicant along with other persons who were arraigned as accused in S.T. No.827/2013 had submitted an application under Section 482 of Cr.P.C. for quashment of criminal proceeding of S.T. No.827/2013 before this court, the application registered as M.Cr.C. No.124/2014 and this Court vide order dated 15/06/2016 dismissed the said application. The applicant was having an opportunity to raise all the points on which he prayed to quash the criminal proceeding of S.T. No.827/2013 as not maintainable against the applicants in which applicant Kailash has been arraigned as an accused being Director of the Company in the application filed under Section 482 of Cr.P.C. before this Court. This Court vide order dated 15/06/2016 passed in M.Cr.C 124/2014 has categorically held that the applicant was involved in regard to selling of vehicle and affairs of the company, consequently, rejected the prayer of quashment of criminal proceeding of S.T. No.827/2013 against the applicants. This Court is of the firm view that the applicant cannot raise again the point of maintainability of criminal proceeding of S.T. No.827/2013 against applicant in this present revision.

12. The applicant, by this petition, has challenged the order dated 07/01/2019 whereby learned trial Court has not discharged the applicant and framed the charges against the applicant of aforementioned offences. While going through all the documents, as discussed above, this Court finds prima facie material of cheating, forgery and preparation of forged documents and sold the used vehicle after suppressing the material facts to the complainant-Ravindra Choukse. At the stage of framing the charge learned trial Court cannot go through the merits of the case.

13. For the sake of convenience, Sections 227 and 228 of the Code of Criminal Procedure, 1973 reproduced herein below :

"227. Discharge.-If, upon consideration of the record of the case and the documents submitted therewith, and after hearing the submissions of the accused and the prosecution in this behalf, the Judge considers that there is not sufficient ground for proceeding against the accused, he shall discharge the accused and record his reasons for so doing.

228. Framing of charge.- (1) If, after such consideration and hearing as aforesaid, the Judge is of opinion that there is ground for presuming that the accused has committed an offence which -

(a) is not exclusively triable by the Court of Session, he may, frame a charge against the accused and, by order, transfer the case for trial to the Chief Judicial Magistrate, [or any other Judicial Magistrate of the first class and direct the accused to appear before the Chief Judicial Magistrate, or, as the case may be, the Judicial Magistrate of the first class, on such date as he deems fit, and thereupon such Magistrate] shall try the offence in accordance with the procedure for the trial of warrant -cases instituted on a police report;

(b) is exclusively triable by the Court, he shall frame in writing a charge against the accused.

(2) Where the Judge frames any charge under clause (b) of sub-section (1), the charge shall be read and explained to the accused and the accused shall be asked whether he pleads guilty of the offence charged or claims to be tried."

14. Learned senior counsel for the applicant Kailash Gupta has placed reliance upon the judgment of this Court in the case of Rajpal S/o Jitram Solanki and others Vs. State of M.P.,2017 SCCOnLine(MP) 1609 in which the Coordinate Bench of this Court has held that vicarious liability can only be pinned on Directors of a company where company itself is made an accused. He also placed reliance upon the judgment of Honble Supreme Court dated 23/08/2019 in the case of Shiv Kumar Jatia Vs. State of NCT of Delhi, passed in Criminal Appeal No.1263/2019 arising out of SLP (Criminal) No.8008/2018. The facts of that case is that one Gaurav Rishi fell from stairs of terrace of hotel Hyatt Regency and succumbed to injuries. Investigating agency arraigned a Director as an accused on the basis of vicarious liability though he was neither present there nor he took part in the accident. In that situation, Honble Apex Court opined that until the company is arraigned as an accused, for any act Director cannot be arraigned as an accused on the basis of vicarious liability. The facts of this case law is totally different with the facts of the present case.

15. Learned senior counsel also placed reliance upon the decision of Honble Apex Court in the case of Maksud Saiyed Vs. State of Gujarat and others, (2008) 5 SCC 668. The facts of that case law is that a bank floated a public issue of eight crore equity shares of Rs.10/- each and prospectus was published for the purpose of public issue and some false and misleading information had been given, in that situation, Honble Apex Court opined that until a company is not arraigned as a party, the Director and officers of the company cannot be arraigned as an accused. The facts of that case-law is totally different with the facts of the present case.

16. On perusal of the above case-laws, it emerges out that whenever any Director or Managing Director is arraigned as an accused, if the offence committed on behalf of the company, in that situation, until company is arraigned as an accused, the Director or Managing Director cannot be arraigned as an accused. However, in the present case, the Director, Officers and Employees of the company knew it very well that the questioned vehicle which was being sold to complainant-Ravindra Choukse is old vehicle, the year of manufacturing is 1996. It is temporarily registered before the concerned Transport Department and ran so many kilometres used as a demo vehicle, but, in connivance with the Director, Officers, Employees of the company manipulated the documents by erasing previous entries prepared forged new documents, intentionally after suppressing these facts to the seller, sold out it to complainant-Ravindra Chokse and when the vehicle delivered to Ravindra Chokse, he found that the vehicle is the second used vehicle then on the next day, he immediately complained the same defect to the company. However, instead of entertaining the complaint of Ravindra Chokse, he was hurled with an abusive languages and threatened to face dire consequences. He served a notice to the company. In these premises, it cannot be said that the Director of the company is not having knowledge of the forgery, it prima facie shows that such type of offence is not committed by the company, but, it is jointly and intentionally committed by the Director, officers and employees of the company and cheated the consumer.

17. Learned senior counsel for the applicant has also placed reliance upon the decision of Honble Apex Court in the case of Sharad Kumar Sandhi Vs. Sangita Rane, (2015) 12 SCC 781. The facts of that case is that the vehicle was purchased by the respondent from the company. She came to know that the invoice of the vehicle contained a different engine number, then the engine that was fitted in the vehicle and on further enquiry she found that this vehicle met with an accident, as a result of which engine of the vehicle was replaced by another engine. In that respect, the purchaser filed a criminal complaint. In that case the officers and employees had not interpolated and manipulated the relevant papers, however, in the present case, Director, officers and employees intentionally interpolated the relevant documents as discussed above and the expert who examined the papers also opined that interpolation and manipulation has been made in the relevant documents. All responsible persons suppressed the facts and fraudulently sold the vehicle to complainant-Ravindra Chokse, therefore, it cannot be said that this offence is committed by the company. In the present case, the applicant had already filed a petition under Section 482 of Cr.P.C. which was dismissed, but, the applicant does not move against that order, therefore, that order attains finality.

In this present case, the applicant has filed this criminal revision being aggrieved by the order of framing of charges. Thus, these above case-laws are different on the facts of the present case.

18. Honble Apex Court recently discussed the ambit and scope of criminal revision under Section 397 of Cr.P.C. in the case of State Represented by Deputy Superintendent of Police, Vigilance and Anti Corruption, Tamil Nadu Vs. J. Duraiswamy and others,2019 2 CC(SC) 1004 (SC) Criminal Appeal Nos.445-446 of 2019 arising out of S.L.P. (CRL.) Nos.5675-5676 of 2017, in which in para-12 Honble Apex Court has held that "we find that High Court acted like appellate Court than as a revisionary Court as if it was hearing the appeal against the final verdict of the special Court " and in para-16 has opined that while considering the case of discharge sought immediately after the charge sheet is filed, the Court cannot appreciate the evidence by finding out inconsistency in the statement as an appellate Court while exercising revisional jurisdiction.

19. Honble Apex Court in the case of State of Gujarat Vs. Afroz Mohammed Hasanfatta,2019 2 CC(SC) 854 (SC) CRIMINAL APPEAL NO. 224 OF 2019 in para 49 has opined that while hearing revision under Section 397 of Cr.P.C., the High Court does not sit as an appellate Court and will not reappreciate the evidence. The order based on the charge sheet and the material produced thereon when the Magistrate satisfied that there are sufficient grounds for proceeding, the High Court was not justified in examining the evidence on merits and demerits of the case and substitute its own view. When the order of Magistrate was based on the satisfaction of the Magistrate, after considering the charge sheet and the material placed before him, until satisfaction is found erroneous or perverse, then revisional Court interfere in that to the order otherwise revisional Court ought not to have been interfered with.

20. Honble Apex Court in the case of State of Rajasthan Vs. Fatehkaran Mehdu, (2017) AIR SC 796 clearly held that if the allegations prima facie made out the offence, charge framed against the accused not open to interfere in revision. In para-26 to 29 has held as under :

26. The scope of interference and exercise of jurisdiction under Section 397 of Cr.P.C. has been time and again explained by this Court. Further, the scope of interference under Section 397 Cr.P.C. at a stage, when charge had been framed, is also well settled. At the stage of framing of a charge, the court is concerned not with the proof of the allegation rather it has to focus on the material and form an opinion whether there is strong suspicion that the accused has committed an offence, which if put to trial, could prove his guilt. The framing of charge is not a stage, at which stage final test of guilt is to be applied. Thus, to hold that at the stage of framing the charge, the court should form an opinion that the accused is certainly guilty of committing an offence, is to hold something which is neither permissible nor is in consonance with scheme of Code of Criminal Procedure.

27. Now, reverting to the limit of the scope of jurisdiction under Section 397 Cr. P.C., which 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 or the perversity which has crept in the proceeding.

28. It is useful to refer to judgment of this Court in Amit Kapoor and Ramesh Chander and Another, (2012) 9 SCC 460 , where scope of Section 397 Cr. P.C. have been succinctly considered and explained. Para 12 and 13 are as follows:

"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 scrutinize 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."

29. The Court in para 27 has recorded its conclusion and laid down principles to be considered for exercise of jurisdiction under Section 397 particularly in context of quashing of charge framed under Section 228 Cr. P. C. Para 27, 27(1), (2), (3), (9), (13) are extracted as follows:

"27. Having discussed the scope of jurisdiction under these two provisions, i.e., Section 397 and Section 482 of the Code and the fine line of jurisdictional distinction, now it will be appropriate for us to enlist the principles with reference to which the courts should exercise such jurisdiction. However, it is not only difficult but is inherently impossible to state with precision such principles. At best and upon objective analysis of various judgments of this Court, we are able to cull out some of the principles to be considered for proper exercise of jurisdiction, particularly, with regard to quashing of charge either in exercise of jurisdiction under Section 397 or Section 482 of the Code or together, as the case may be:

27.1) Though there are no limits of the powers of the Court under Section 482 of the Code but the more the power, the more due care and caution is to be exercised in invoking these powers. The power of quashing criminal proceedings, particularly, the charge framed in terms of Section 228 of the Code should be exercised very sparingly and with circumspection and that too in the rarest of rare cases.

27.2) The Court should apply the test as to whether the uncontroverted allegations as made from the record of the case and the documents submitted therewith prima facie establish the offence or not. If the allegations are so patently absurd and inherently improbable that no prudent person can ever reach such a conclusion and where the basic ingredients of a criminal offence are not satisfied then the Court may interfere.

27.3) The High Court should not unduly interfere. No meticulous examination of the evidence is needed for considering whether the case would end in conviction or not at the stage of framing of charge or quashing of charge.

27.9) Another very significant caution that the courts have to observe is that it cannot examine the facts, evidence and materials on record to determine whether there is sufficient material on the basis of which the case would end in a conviction; the Court is concerned primarily with the allegations taken as a whole whether they will constitute an offence and, if so, is it an abuse of the process of court leading to injustice.

27.13) Quashing of a charge is an exception to the rule of continuous prosecution. Where the offence is even broadly satisfied, the Court should be more inclined to permit continuation of prosecution rather than its quashing at that initial stage. The Court is not expected to marshal the records with a view to decide admissibility and reliability of the documents or records but is an opinion formed prima facie."

21. On the basis of forgoing discussions and the propositions of law laid down in the above case-laws, this Court is of the firm view that there is sufficient material available in the record of S.T. No.827/2013 to proceed against the applicants as well as other officers and employees of the Commercial Automobiles Private Limited, Jabalpur. The forgery has been committed in connivance with the Director, officers and employees of seller and after suppressing the material facts, sold the vehicle to Ravindra Choukse. When Ravindra Chokse on the next day objected for that, instead of solving the problem, persuading the purchaser, all the officers and employees misbehaved with him, not respected a consumer and by using their status threatened him to face dire consequences, this Court does not find any illegality, irregularity or perversity in the impugned order.

22. In view of aforesaid discussions, both these criminal revisions sans merit and the same are hereby dismissed without any order as to cost. There shall bes no order as to cost. If any interlocutory application is pending, the same shall be treated as dismissed.