JUDGMENT : SUNEET KUMAR, J. 1. The matter is taken up through video conferencing. 2. Heard Mr. Sri. Prakash Sinha, Advocate, assisted by Sri. Mehul Khare, learned counsel for revisionist and Sri. Gyan Prakash, learned Addl. Solicitor General of India, assisted by Sri. Sanjay Kumar Yadav, Advocate, appearing for C.B.I. 3. The instant revision has been filed seeking following reliefs: “It is therefore, most respectfully prayed that this Hon’ble Court may kindly be pleased to set-aside the judgment and order dated 15.07.2019, as well as judgment and order 09.08.2019, passed by the Learned Special Court, Anti Corruption, CBI, Ghaziabad in Special Case No. 10/2012 (CBI vs. Manoj Srivastava). It is further prayed that this Hon’ble Court may be pleased to stay the effect and operation of the orders dated 15.07.2019 and 09.08.2019, passed by the Learned Special Court, Anti Corruption, CBI, Ghaziabad in Special Case No. 10/2012 (CBI vs. Manoj Srivastava) as well as to stay the proceedings of Special Case No. 10/2012 (CBI vs. Manoj Srivastava) under Sections 120-B IPC r/w 420, 467, 568, 471 IPC and 13(2) r/w 13(1)(d) Prevention of Corruption Act, 1988, pending before Learned Special Court, Anti Corruption, CBI Ghaziabad during the pendency of the present criminal revision before this Hon’ble Court, and/or pass such other and further order which this Hon’ble Court may deem fit and proper under the circumstances of the case.” 4. The revisionist, a Chartered Accountant, is aggrieved by rejection of the discharge application filed before the court below. 5. The facts, stated briefly, is as follows. 6. A case came to be registered by C.B.I. Ghaziabad, on 14.12.2010 on a written complaint of the Union Bank of India, Branch Noida, wherein it was alleged that Sri. Manoj Srivastava functioning as Branch Manager of SSI, Noida Branch, during May 2007 to May 2008, abusing his position as a public servant entered into criminal conspiracy with Proprietors of several (six) nominated firms/companies, thereby dishonestly causing loss to the bank and corresponding gain to the Proprietors and himself. 7. During investigation it was found that co-accused Manoj Srivastava entered into criminal conspiracy with Sri. Kaushal Kishore Sharma, Proprietor of M/s Surendera Electricals, whereby, accepting the audit reports, balance-sheets, trading account, profit and loss account as on 31.03.2006, 31.03.2007 and 31.03.2008, forged statement of account of Corporation Bank, Janakpuri, New Delhi, and forged sale-tax returns to obtain loan, thereby, caused loss to the bank. Kaushal Kishore Sharma, Proprietor of M/s Surendera Electricals, whereby, accepting the audit reports, balance-sheets, trading account, profit and loss account as on 31.03.2006, 31.03.2007 and 31.03.2008, forged statement of account of Corporation Bank, Janakpuri, New Delhi, and forged sale-tax returns to obtain loan, thereby, caused loss to the bank. It is further alleged that these financial papers were prepared by the revisionist in conspiracy with the borrower. 8. Upon investigation charge sheet dated 29.09.2012 was filed, revisionist was made an accused. The Special Judge took cognizance of the offence on 19.10.2012. The challenge to the charge-sheet and cognizance before this Court and the Supreme Court failed, consequently revisionist filed discharge application which came to rejected by the impugned order dated 15.07.2015. Hence, the present revision. 9. It is submitted by learned counsel for revisionist that the revisionist had specifically pleaded in the discharge application that he had audited the financial statements (balance-sheets, trading account and profit and loss account) of the firm whose Proprietor is a co-accused. The audit was done in compliance of Section 44 AB of Income Tax Act, 1961, and thereon he had given his opinion which is the audit report. It was further contended that the audit report is an opinion of the auditor and such an opinion may be a wrong opinion but certainly is not a false opinion. Revisionist cannot be charged for the opinion given as a professional. In support of his submissions, reliance has been placed on Central Bureau of Investigation, Hyderabad vs. K. Narayana Rao, (2012) 9 SCC 512 . 10. Reliance is also placed on Chartered Accountants Act, 1949, and the Auditing and Assurance Standards-2 (hereinafter referred to as “AAS- 2”) issued by Council of Institute. It is submitted that according to AAS-2, responsibility of financial statements rests upon the entity/enterprise and the objective of audit is to enable the auditor to express an opinion on such financial statement. The auditor can draw a reasonable conclusion, but an absolute certainty in audit is rarely attainable. Reference has been made to the relevant contents of AAS-2. 11. It is further urged that revisionist was admitted as an Associate of the Institute on 07.04.1995 and since then is a practising Chartered Accountant. No complaint in regard to his professional conduct as an auditor has ever been made by any bank or entity. Reference has been made to the relevant contents of AAS-2. 11. It is further urged that revisionist was admitted as an Associate of the Institute on 07.04.1995 and since then is a practising Chartered Accountant. No complaint in regard to his professional conduct as an auditor has ever been made by any bank or entity. It is further urged that allegation in the charge-sheet with regard to preparing false financial papers is without any evidence. The allegations, noted in the final report (charge-sheet) insofar it relates to the revisionist reads as under: “Investigation has further revealed that Shri Manoj Srivastava, in furtherance of the said criminal conspiracy with Shri Kaushal Kishore Sharma Prop. of M/s Surindera Electricals and by abusing his official position as a public servant, accepted the false Audit Reports, Balance Sheets, Trading Profit and Loss accounts as on 31-03-2006, 31-03-2007, 31-03-2008, forged statement of account of Corporation Bank, Janakpuri, New Delhi, and forged sale tax return submitted by the borrower. The false financial papers were prepared by Shri Surendra Kumar Shukla, Chartered Accountant, in conspiracy with the borrower.” 12. Learned counsel for the revisionsit submits that taking the allegations in the FIR/charge-sheet and the material/evidence in support thereof, on face value, the ingredients of the offence against the revisionist is not made out; revisionist has been made an accused for merely giving an opinion in the capacity of an auditor which is based on the financial statements supplied by the firm. 13. In rebuttal, learned counsel appearing for C.B.I. submits that the allegation against revisionist is that of conspiracy; revisionist conspired with the proprietor of the firm and bank officials in preparing false report and fudging the financial statements, thereby, dishonestly causing wrongful gain and commensurate wrongful loss to the bank. The revisionist wilfully and deliberately failed to give an adverse opinion/report suggesting that documents relied upon in the financial statement is manufactured and forged, therefore, the auditor disclaims the financial statements for want of relevant documents or sufficiency of the contents of the documents. 14. I have considered the rival contentions and perused the charge-sheet and material placed on record with the assistance of learned counsels. 15. The AAS-2 mandates to establish standards on the forms and contents of auditor’s report issued as a result of audit performed by an auditor on financial statements of an entity. 14. I have considered the rival contentions and perused the charge-sheet and material placed on record with the assistance of learned counsels. 15. The AAS-2 mandates to establish standards on the forms and contents of auditor’s report issued as a result of audit performed by an auditor on financial statements of an entity. Auditor is required to review and assess the conclusion drawn from the audit evidence obtained as the basis for the expression of an opinion on the financial statements. The review and assessment involves considering whether a financial statement has been prepared in accordance with an acceptable financial reporting framework applicable to the entity under audit. It is also necessary to consider whether financial statements comply with the relevant statutory requirements. Upon audit, the auditor’s report should contain a clear written expression of opinion on financial statements taken as a whole, whether it is clean or clarificatory or does not agree. 16. The financial statements are the representations of the management of the entity. The preparation of such statements requires management to make significant account estimates and judgments, as well as, to determine the appropriate accounting principles and methods used in preparation of the financial statements. In contrast, the auditor’s responsibility is to audit these financial statements based on audit evidence in order to express an opinion thereon. The auditor’s report should describe the scope of the audit by stating that the audit was conducted in accordance with the auditing standards generally accepted in India. The auditor’s report should describe the audit as including; (a) examining, on a test basis, evidence to support the amounts and disclosures in financial statements; (b) assessing the accounting principles used in the preparation of the financial statements; (c) assessing the significant estimates made by management in the preparation of the financial statements; and (d) evaluating the overall financial statement presentation. Thereupon, the auditor’s report should express the auditor’s opinion “give a true and fair view.” The term “give a true and fair view” indicates amongst other things, that the auditor considers only those matters that are material to the financial statements. 17. In view thereof, it is evident that the financial statement is based on the books of accounts, vouchers, ledgers etc. which the auditor is required to examine and then base his opinion as per the auditing standards. 17. In view thereof, it is evident that the financial statement is based on the books of accounts, vouchers, ledgers etc. which the auditor is required to examine and then base his opinion as per the auditing standards. In other words, the auditor is not required to mechanically accept financial statement of the entity on face value but the financial statement must be examined with the corresponding vouchers, books of accounts, ledgers etc. as a trained professional, and thereafter express his candid opinion. The auditor cannot escape his liability by merely stating that the financial statement was supplied by the entity and he signed it mechanically. The allegation against the revisionist is that he conspired to prepare the false financial statement based on manufactured documents. 18. It is pleaded and submitted that revisionist has been made an accused for merely signing the audit report, whereas, allegation against the revisionist is that of conspiracy entered with the Proprietor and bank official in preparing the false financial statement to dupe the bank. The auditor is not merely a countersigning professional but has to examine that the financial statements of the entity is based on relevant material relied upon by the entity/firm upon which the financial statement rests and that the auditor has examined the statements; ledgers, vouchers, books of accounts etc before recording his opinion. 19. The stand of C.B.I. taken in the counter affidavit filed in an earlier petition (Application No. 39089 of 2012), pertaining to quashing of the charge-sheet, is being relied upon in the present case. It is categorically stated that revisionist prepared false balance-sheet; trading account, profit and loss account of the firm for the financial years 2005-06, 2006-07 and 2007-08 to cheat the bank; revisionist acted unprofessionally becoming a partner to the fraud and conspiracy with dishonest intention to favour the accused persons for pecuniary gain and causing corresponding loss to the bank. It is further stated that balance-sheet of the firm/company is reflection of the credit worthiness of the entity; sanction of the loan rests on the balance-sheets. In the instant case the balance-sheet was not supporting the growth of the delinquent firm. The co-accused, proprietor of the firm, during investigation never produced any book of accounts to substantiate the figures reflected in the balance sheet. All financial papers viz. In the instant case the balance-sheet was not supporting the growth of the delinquent firm. The co-accused, proprietor of the firm, during investigation never produced any book of accounts to substantiate the figures reflected in the balance sheet. All financial papers viz. sale tax acknowledgement, statement of account of previous bank submitted with the bank for the purpose of loan was found to be manufactured and forged documents. It is alleged that all the forged documents are the brainchild of the revisionist, a professionally trained auditor, in conspiracy with the proprietor and manager of the bank. The balance-sheet, profit and loss account was prepared by the revisionist without there being any books of account. 20. Reverting to the case of K. Narayana Rao (supra), the facts therein is not applicable to the instant case. The case pertains to false legal opinion submitted by a panel advocate of the bank in respect of housing loan. The only allegation against the advocate is that he submitted false legal opinion about the genuineness of the property in question. Advocate’s name was not mentioned in the FIR and the opinion was based on the photocopy documents pertaining to the property provided by the bank. The Court upon examining the facts was of the opinion that liability against an opining advocate arises only when the lawyer was an active participant in a plan to defraud the bank. In the given facts of the case, there was no evidence to prove that the advocate was abetting or aiding the original conspirators. In the facts of the instant case, revisionist is an auditor and responsibility of an auditor is not that of an opining advocate. Further, it is specifically and categorically alleged that revisionist in conspiracy with the proprietor of the firm actively participated and prepared false finance documents in connivance with the bank officials. The ratio of K. Narayana Rao (supra) is distinguishable and not applicable to the facts of present case. 21. Ingredients of the offence of criminal conspiracy is that there should be an agreement between the persons who are alleged to have conspired and the said agreement should be for doing an illegal act or for doing by illegal means an act which by itself may not be illegal. 21. Ingredients of the offence of criminal conspiracy is that there should be an agreement between the persons who are alleged to have conspired and the said agreement should be for doing an illegal act or for doing by illegal means an act which by itself may not be illegal. In other words, the essence of criminal conspiracy is to do an illegal act in furtherance of an agreement and such an agreement can be proved either by direct evidence or circumstantial evidence or by both. It is a matter of common experience that direct evidence to prove conspiracy is rarely available, accordingly circumstances proved, before and after the occurrence, have to be considered to decide about complicity of the accused. 22. In the facts of the case in hand the revisionist is charged, inter alia, for the offence under Section 120B I.P.C. For the purposes of conspiracy the allegations in the charge sheet has to be read as a whole. A single paragraph of the charge-sheet cannot be relied upon by the revisionist to contend that there is no allegation against him except of signing the audit report. The assertions in the charge-sheet, read as a whole, spells out the circumstances pointing to the conspiracy (agreement) between the proprietor of the firm, manager of the bank and the revisionist. The loan of the firm was processed on forged, fudged and manufactured documents upon which rests the financial statements of the firm. It is categorically stated that revisionist entered into criminal conspiracy with others by preparing false financial papers as an auditor/chartered accountant in conspiracy with the co-accused proprietor/borrower. The other accused persons, i.e. manager of the bank ignored the variation in financial figures available in the balance sheets, statement of account and other financial papers. Further, the manager of the bank accepted the forged statement of account and false financial figures as genuine, thereby allowing the diversion of cash credit (CC) limit. The revisionist admits of auditing the financial statements of the firm, but at the same time in the backdrop of manufactured documents did not give adverse opinion. The allegation is that the revisionist was a party to the forged, manufactured documents upon which the loan was processed. 23. Section 120B I.P.C. deals with the punishment for criminal conspiracy. The revisionist admits of auditing the financial statements of the firm, but at the same time in the backdrop of manufactured documents did not give adverse opinion. The allegation is that the revisionist was a party to the forged, manufactured documents upon which the loan was processed. 23. Section 120B I.P.C. deals with the punishment for criminal conspiracy. The offence of “criminal conspiracy” is defined under Section 120A I.P.C. The most important ingredient of the offence “criminal conspiracy” is the agreement between two or more persons to do an illegal act or an act not illegal by illegal means. (Refer: Kehar Singh vs. State of Delhi, (1988) 3 SCC 609 ). The offence of conspiracy is complete when two or more conspirators have agreed to do or cause to be done an act which is itself an offence, in which case no overt act need be established. In Noor Mohammad Mohd. Yusuf Momin vs. State of Maharashtra, 1971 AIR 885, the Supreme Court considered and laid down the distinction between Section 34, Section 109 and Section 120B I.P.C. Section 34 embodies the joint liability in doing a criminal act, the essence of the act being the existence of common intention, participation in the commission of the offence in furtherance of the common intention invites its application. On the other hand Section 109 may be attracted even if the abettor is not present when the offence abetted is committed provided that he has instigated the commission of the offence or has engaged one or more persons in a conspiracy to commit an offence and pursuant to that conspiracy some act or illegal omission takes place or has intentionally aided the commission of an offence by an act or illegal omission. 24. Turning to charge under Section 120B I.P.C. criminal conspiracy postulates an agreement between two or more persons to do or cause to be done an illegal act or an act which is not illegal, by illegal means. It differs from the other offences in that mere agreement is made an offence even if no step is taken to carry out the agreement. A conspiracy from its very nature is generally hatched in secret. It is, therefore, extremely rare that direct evidence in proof of conspiracy can be forthcoming. But like other offences criminal conspiracy can be proved by circumstantial evidence. A conspiracy from its very nature is generally hatched in secret. It is, therefore, extremely rare that direct evidence in proof of conspiracy can be forthcoming. But like other offences criminal conspiracy can be proved by circumstantial evidence. Indeed, in most cases proof of conspiracy is largely inferential though the inference must be founded on solid facts, surrounding circumstances and antecedent and subsequent conduct, amongst other factors, constituting relevant material. The agreement or understanding may be proved by necessary implication to do an unlawful act by unlawful means. 25. Having considered the scope and ambit of the offence under Section 120B I.P.C. and applying it on the allegations/facts, it is categorically alleged that the accused persons conspired to dupe the bank by illegal means based on forged, manufactured documents and financial statements, alleged to have been prepared by the revisionist. The allegations have to be proved during trial. The Court while framing the charge is required to prima facie assess that the allegations and the evidence links the accused to the offence. 26. It is settled principle of law that the Court in exercise of its inherent power under Section 482 Cr.P.C. would not enter into the merits of the evidence in support of the charge. At this stage, only a prima facie opinion is to be formed whether the ingredients of the offence alleged against the revisionist is made out from the material placed on record. The accused/auditor cannot be absolved of the offence of conspiracy with the other co-accused of giving an opinion based on manufactured documents to dupe the bank. It is a matter to be seen and examined during trial. 27. Learned counsel for the revisionist failed to point out any illegality, irregularity or jurisdictional error in the order impugned. 28. In view thereof, I find no reason to interfere with the impugned order. 29. The application, being devoid of merit, is accordingly dismissed. 30. This is an application seeking condonation of delay in filing the revision. 31. Learned counsel appearing for opposite party does not propose to file any written objection and submits that revision be heard on merits. 32. Cause shown for delay in filing the revision is sufficient. 33. Condoned. 34. This application, accordingly, stands allowed.