JUDGMENT Maheshan Nagaprasanna, J. - The petitioners/accused Nos. 5 and 6 call in question proceedings in Crime No. 12 of 2022 registered for offences punishable under Sections 120B, 406, 420, 424 and 149 of the IPC pending before the IV Additional Chief Metropolitan Magistrate, Bangalore City. 2. Brief facts leading to the filing of the present petition, as borne out from the records, are as follows:- The first petitioner M/s. Switz International Private Limited (for short 'the SIP') is in the business of finance, financing films in particular. The 3rd respondent-M/s. Mediente Films International Private Limited ('the Company' for short) is a film making company. The complainant is the Director of the said Company. The Company acquired remaking rights of Hindi movie 'Queen' into four Indian regional languages viz., Kannada, Telugu, Tamil and Malayalam. In order to complete the project the Company sought finance from the hands of SIP and the SIP and the Company entered into an agreement of financing the feature film on 6-11-2018. Rs. 25/- crores was taken as advance in terms of the said agreement and the repayment was to be made within 120 days. The Company failed to adhere to the agreement and again on mutually agreed terms it was extended on the condition that the SIP would acquire all the rights of production and distribution of the said film. After the agreement so entered into also, money was not paid. SIP caused a legal notice upon the Company cancelling all the agreements including the agreement as regards right of transfer of the movie on account of continuous breach of the agreement by the Company. This was replied to by the Company, after which, the Company registers a complaint against the petitioners before the jurisdictional Police contending that the petitioners have breached the agreement and the money that had to be paid to the Company is to be recovered. 3. Pursuant to registration of the said complaint, the Police registered a FIR against the petitioners and other accused for offences punishable under Sections 120B, 406, 420, 424 and 149 of the IPC. The petitioners are accused 5 and 6. Accused No. 6 is the SIP and accused No. 5 is the Director of the said company. Accused 1 to 4 are not before this Court in these proceedings. The petitioners are accused 5 and 6. Accused No. 6 is the SIP and accused No. 5 is the Director of the said company. Accused 1 to 4 are not before this Court in these proceedings. The moment the crime is registered against the petitioners, the petitioners knocked the doors of this Court in the subject petition seeking quashment of entire proceedings. 4. Heard Shri K. Aravind Kamath, learned senior counsel appearing for the petitioners, Smt. K.P. Yashodha, learned High Court Government Pleader for respondents 1 and 2 and Sri A.S. Ponnanna, learned senior counsel appearing for respondent No. 3. 5. The learned senior counsel representing the petitioners would vehemently argue and contend that the entire complaint was registered against the petitioners arising out of breach of agreement and alleged recovery of money from the hands of the petitioners. It is in fact the petitioners who have been cheated have to receive money from the hands of the Company. The 3rd respondent in order to arm-twist the petitioners has registered the complaint against the petitioners. The learned senior counsel would emphasize on the fact that the petitioners who had financed the film are yet to receive their funds back. Though these petitioners have been cheated, the complaint is registered against them for recovery of money that too alleging offences punishable under Sections 406 and 420 of the IPC, the ingredients of which cannot even be seen to be present in the case at hand and would submit that the proceedings be quashed which is purely civil in nature which arises out of a mutually agreed terms and conditions. 6. On the other hand, the learned senior counsel representing the complainant/Company while taking this Court through the documents appended to the petition as well as the application seeking vacation of the interim order would submit that it is not purely a matter that arises out of the agreement. There is one more protagonist in the dispute between the parties. The post-production work was stolen from Unifi media at Hyderabad which held the entire material of the movie as a trust. It is the petitioners who had communicated by way of a mail to hand over all the production material to them. There is one more protagonist in the dispute between the parties. The post-production work was stolen from Unifi media at Hyderabad which held the entire material of the movie as a trust. It is the petitioners who had communicated by way of a mail to hand over all the production material to them. Unifi media on receiving their amount has straight away handed over the entire production material which belonged to the Company to the hands of the petitioners without even informing the Company. He would therefore submit that a property belonging to the Company which was kept in trust with Unifi media for post-production work is dishonestly handed over to the petitioners. This according to the learned senior counsel amounts to criminal breach of trust and conspiracy to cheat the complainant. 7. In reply to the said submissions, the learned senior counsel appearing for the petitioners would contend that the petitioners had in fact all the rights to do anything with the post-production work in the event the Company would not pay the amount and places on record a communication from the Company to whomsoever it may concern to hand over all the materials i.e., post production work to the petitioners. The learned senior counsel would submit that it is on the strength of the said communication the petitioners have communicated to Unifi media and took over all the post-production material and would submit that even if it is so, all these things spring from an agreement between the parties. The criminal law cannot be set in motion to settle score with regard to breach of agreement or for recovery of money. He would place reliance upon the judgments of the Apex Court, this Court and Gujarat High Court, in particular, the following judgments: (i) Krishna Lal Chawla v. State of U.P. (2021) 5 SCC 435 ; (ii) Vijay Kumar Ghai v. State of West Bengal MANU/SC/0348/2022; (iii) G. Anjana Reddy v. State of Karnataka MANU/KA/5492/2021 and (iv) Mahindra And Mahindra Financial Services Limited v. Delta Classic Private Limited, (2011) 6 GLR 604. 8. I have given my anxious consideration to the submissions made by the respective learned senior counsel and perused the material on record. 9. The afore-narrated facts are required to be reiterated in greater detail to consider the submissions made by the respective learned senior counsel. 8. I have given my anxious consideration to the submissions made by the respective learned senior counsel and perused the material on record. 9. The afore-narrated facts are required to be reiterated in greater detail to consider the submissions made by the respective learned senior counsel. In the month of May 2017 one Manu Kumaran approached the SIP for finance on account of his procuring re-making rights of Hindi film 'Queen' in four Indian regional languages. In furtherance of the discussion between the parties, a production finance agreement is executed on 27-05-2017. The production finance agreement was for the purpose of borrowing funds. Rs. 7/- crores in terms of the agreement was disbursed on 27-05-2017 and the remaining amount of Rs. 20.20 crores was sought as additional funds for completion of shooting. This was taken as loan and the agreement stipulated that the loan would be repaid not later than 30-06-2018 unless otherwise agreed upon by the parties. Finance in terms of the said agreement is transferred between the parties. In terms of the production finance agreement the 1st petitioner was granted 95% stake in the Company from the existing share holders. 10. On 6-11-2018 another agreement was entered into between the 1st petitioner and the Company for financing the feature film. The said agreement was an agreement that resulted in an advance of Rs. 25/- crores being given to the Company by the petitioners. The repayment clause which is germane for consideration of the present lis is as follows: "(d). 10. On 6-11-2018 another agreement was entered into between the 1st petitioner and the Company for financing the feature film. The said agreement was an agreement that resulted in an advance of Rs. 25/- crores being given to the Company by the petitioners. The repayment clause which is germane for consideration of the present lis is as follows: "(d). For repayment of the amounts advanced by the Lenders to the Producers together with the commission herein, the Producers hereby create paramount charge, lien and security in favour of the Lenders, (i) upon the said remake of the picture originally titled "Queen" in four languages namely Kannada, Telugu, Tamil and Malayalam (with any other change in its titles or name) and upon all the rights directly and/or indirectly attached to the said picture, (ii) as also upon the copyright and all rights of distribution, exhibition and exploitation of the said picture in any mode and manner whatsoever and howsoever and in any size whatever and through any media whatever including its theatrical or non-theatrical exhibition (including video rights, satellite rights, television rights, cable rights, DVD rights, internet rights, Air borne rights, Pay television rights etc.) or howsoever, and (iii) upon all the receipt, income and realization of the said picture." In terms of the said clause the producers created paramount charge, lien and security in favour of the lenders upon the said remaking of the picture originally titled 'Queen" in four languages and all copyright, distribution right, exhibition and exploitation of the said picture including satellite and television rights were handed over to the 1st petitioner. In terms of the said agreement again funds were transferred from the 1st petitioner to the Company. It transpires that on resignation of certain Directors, the 1st petitioner communicates to the Company to hand over all statutory documents of the Company to the 1st petitioner. The newly constituted Board declined or denied the fact that the 1st petitioner was a majority share holder in the Company as no shares were allotted by the new Board that was constituted. Not stopping at that, the Company causes a legal notice upon the SIP to terminate the agreement between the parties. During the subsistence of these correspondences between the 1st petitioner and the Company, the post-production material of the Company was stored at Unifi media for completion of such post-production work. 11. Not stopping at that, the Company causes a legal notice upon the SIP to terminate the agreement between the parties. During the subsistence of these correspondences between the 1st petitioner and the Company, the post-production material of the Company was stored at Unifi media for completion of such post-production work. 11. Things standing thus, another agreement was entered into between the parties with regard to assignment of residual rights held in the re-making of film 'Queen' being handed over to the SIP. The agreement dated 12-08-2020 reads as follows: "Date: 12 August 2020 SWITZ INTERNATIONAL PRIVATE LIMITED 609/610, balarama Bandra Kurla Complex Bandra East Mumbai 400051(India) Subject: Assignment of all residual rights held in the remake of the film entitled "Queen", in four (4) regional languages excluding the digital rights on o.t.t., platform. Dear Sir, Based on our various telephone calls and discussions, We/I confirm the following: 1. Mediente Films International Pvt. Ltd., -India ("Mediente-India") had proposed to Switz International Pvt. Ltd. India ("SIPL") that it wants to remake the hit Hindi film movie "Queen" in 4(four) regional language feature films titled and renamed to "That Is Mahalakshmi", "Paris Paris", "Zam Zam" and "Butterfly" (the "Remake movies") and sought financing for it. 2. Mediente-India had requested for and SIPL had agreed to fund the production to the extent of Rs. 25 Cr as per "Agreement for Financing the Feature Film" dated 6th November 2018. under a set of terms and conditions as detailed in that agreement. ALL those terms and obligations are still valid and in force. Mediente India has, thus, produced the remake movies and is the creator of the copyright in those Remake moves. 3. Under an agreement dated 12th April 2018, Mediente India has licensed certain rights in Remake movies (inter alia OTT worldwide and International Satellite and theatrical) to TFK INVESTMENTS LTD. (Mauritius) referred to as the "International Distribution License Agreement "The full consideration for the purchase of such rights has been paid and these rights vest with TFK INVESTMENTS LTD. Mauritius. 4. Under an agreement dated 2nd Jan 2018 Mediente India has licensed music rights of Remake movies to Zee Music and has been paid consideration as per the agreement terms. These rights vest with Zee Music. 5. Now Mediente India has averred that certain IP Rights and underlying rights in are with Mediente International Films Ltd. (the "Mediente-UK") 6. Mauritius. 4. Under an agreement dated 2nd Jan 2018 Mediente India has licensed music rights of Remake movies to Zee Music and has been paid consideration as per the agreement terms. These rights vest with Zee Music. 5. Now Mediente India has averred that certain IP Rights and underlying rights in are with Mediente International Films Ltd. (the "Mediente-UK") 6. NOW By this document, all rights not already transferred under clause 3 and 4 (the Residual rights) along with full copyright in the said Remake Movies are hereby transferred to SIPL. 7. Any legitimate and contracted expenses due on films and necessary for their completion and release will be paid from the revenues of the rights transferred in this agreement. Yours sincerely 1. For MEDIENTE UK 2. For MEDIENTE INDIA 7 Aintree Road, UB6 7LA, United Kingdom 213, Raheja Chambers, 2nd Floor, Nariman-Point Sd/- Authorised Signatory Sd/- Authorised Signatory Director. 3. Mr.Manu S.Kumaran Sd/- Founder . (Emphasis added) On the claim that the aforesaid communication had transferred entire rights viz., existing, subsisting and residual rights to the SIP, the SIP communicates to Unifi media before whom the entire post-production material was stocked to release the said material in favour of the Company. The communication by way of mail is replied by Unifi media contending that they are to be paid huge sums of money and only after receipt of entire payment the final output delivery will be made to the 1st petitioner. Whatever was due with regard to the post-production material, the 1st petitioner appears to have cleared with Unifi media and the Unifi media releases the same in favour of the 1st petitioner. All these happen without communicating anything whatsoever to the Company. It is later the Company comes to know about the transfer of all the post-production material by Unifi media without informing them. It is at that juncture, the Company registers the complaint against the petitioners along with others in Crime No. 12 of 2022 on 20-01-2022. 12. Since the entire issue now springs from the complaint, the relevant portion of the same is extracted herein for the purpose of quick reference: 6. Our company in the interest of the release of the movies, agreed to the intention of the rights transfer of the movies to Switz (Taizoon Khorakiwala's company). 12. Since the entire issue now springs from the complaint, the relevant portion of the same is extracted herein for the purpose of quick reference: 6. Our company in the interest of the release of the movies, agreed to the intention of the rights transfer of the movies to Switz (Taizoon Khorakiwala's company). However, the primary considerations for the parties were that after the said LOI Switz would proceed to release the movies and bear the costs of the same. However, this was a clear misrepresentation on the part of Switz and therefore on October 20, 2020, since no further payments were made by Switz to release the movies, we cancelled the letter of intent and refused to enter into any rights transfer agreement with Switz. 7. This was done through our lawyer and the relevant notice is marked and attached herewith as Annexure - 3. 8. After several attempts to unlawfully take the movies by Taizoon Khorakiwala, Unifi Media has been absolutely silent on any communication and we are at the apprehension that the movie material has been handed over to the racket of Taizoon Khorakiwala, Bobby Bedi and Muraad Khan. 9. The value of he movies is estimated to be around INR 42 crores and we have invested around INR 4.7 crore. The material has probably been handed over to above by Unifi Media through Uday Ravi Hegde. 10. We feel it is a case of cheating to not pay the money owed to us, so kindly take this complaint and file an FIR against he parties involved in order to recover our money and" (Emphasis added) Paragraphs 6, 9 and 10 are germane to be noticed in particular and accordingly emphasis is laid on them. In terms of paragraph -10 it constitutes the prayer in the complaint to recover money of the Company from the hands of the 1st petitioner. At paragraph 9 it is observed that the value of movie is estimated to be around Rs. 42 crores and they had invested Rs. 4.7 crores and the entire material is probably handed over to the 1st petitioner by Unifi media through accused No. 1. Therefore, what is to be now considered is, whether the complaint makes out an offence that would become punishable under Section 406 or Section 420 of the IPC. Section 406 of the IPC reads as follows: "406. 4.7 crores and the entire material is probably handed over to the 1st petitioner by Unifi media through accused No. 1. Therefore, what is to be now considered is, whether the complaint makes out an offence that would become punishable under Section 406 or Section 420 of the IPC. Section 406 of the IPC reads as follows: "406. Punishment for criminal breach of trust.--Whoever commits criminal breach of trust shall be punished with imprisonment of either description for a term which may extend to three years, or with fine, or with both." To consider the offence punishable under Section 406 of the IPC what is germane to be noticed is, ingredients as available under Section 405 IPC. Section 405 of the IPC reads as follows: "405. Criminal breach of trust.--Whoever, being in any manner entrusted with property, or with any dominion over property, dishonestly misappropriates or converts to his own use that property, or dishonestly uses or disposes of that property in violation of any direction of law prescribing the mode in which such trust is to be discharged, or of any legal contract, express or implied, which he has made touching the discharge of such trust, or willfully suffers any other person so to do, commits "criminal breach of trust". Explanation 1.--A person, being an employer 3 [of an establishment whether exempted under section 17 of the Employees' Provident Funds and Miscellaneous Provisions Act, 1952 (19 of 1952) or not] who deducts the employee's contribution from the wages payable to the employee for credit to a Provident Fund or Family Pension Fund established by any law for the time being in force, shall be deemed to have been entrusted with the amount of the contribution so deducted by him and if he makes default in the payment of such contribution to the said Fund in violation of the said law, shall be deemed to have dishonestly used the amount of the said contribution in violation of a direction of law as aforesaid. Explanation 2.--A person, being an employer, who deducts the employees' contribution from the wages payable to the employee for credit to the Employees' State Insurance Fund held and administered by the Employees' State Insurance Corporation established under the Employees' State Insurance Act, 1948 (34 of 1948), shall be deemed to have been entrusted with the amount of the contribution so deducted by him and if he makes default in the payment of such contribution to the said Fund in violation of the said Act, shall be deemed to have dishonestly used the amount of the said contribution in violation of a direction of law as aforesaid." Section 405 of the IPC directs whoever being in any manner entrusted with the property or with any dominion over the property, dishonestly uses or disposes of that property in violation of any direction of law prescribing the mode in which such trust is to be discharged, it would amount to criminal breach of trust. 13. Agreement apart, the exchange of materials between the 1st petitioner and Unifi media which leads to handing over of the entire post-production work to the hands of the 1st petitioner does amount of accused No. 1 and the 1st petitioner acting in a manner that would become an offence under Section 406 of the IPC as the 1st petitioner has communicated to Unifi media to hand over all the material which were kept in trust by the Company in it without the knowledge of the Company. It is only this ingredient that would amount to breach of trust. Though the 1st petitioner had every right over distribution and exhibition of the films that were already shot, the taking away of the post-production work without the knowledge of the Company does amount to breach of trust, a criminal breach of trust as is alleged. 14. The other allegation is Section 420 of the IPC. Section 420 of the IPC which deals with cheating has its ingredients in Section 415 of the IPC. Section 415 reads as follows:- "415. 14. The other allegation is Section 420 of the IPC. Section 420 of the IPC which deals with cheating has its ingredients in Section 415 of the IPC. Section 415 reads as follows:- "415. Cheating.--Whoever, by deceiving any person, fraudulently or dishonestly induces the person so deceived to deliver any property to any person, or to consent that any person shall retain any property, or intentionally induces the person so deceived to do or omit to do anything which he would not do or omit if he were not so deceived, and which act or omission causes or is likely to cause damage or harm to that person in body, mind, reputation or property, is said to "cheat". Explanation.--A dishonest concealment of facts is a deception within the meaning of this section." The soul of Section 415 of the IPC is inducing the victim by the accused to part with a property with a dishonest intention. The intention that is dishonest must be discernible from inception. The complainant is the Company. It is the Company which approaches the 1st petitioner for finance and certain agreements had been entered into between the parties with regard to handing over of rights of the film on account of grant of such finance. Therefore, it is a clear case where terms are mutually agreed upon from time to time. The crux of the complaint so registered, as quoted supra, clearly indicated that the complaint is registered for recovery of money. Criminal law cannot be used as a platform for such recovery. If it is allowed, it would amount to giving civil liability a colour of crime and if the submission of the Company is accepted, it would amount to permitting criminal law to be taken recourse for recovery of money in a dispute that is purely civil in nature. It would thus fall foul of the judgments rendered by the Apex Court in plethora of cases wherein it is held that breach of agreement does not per se give rise to a criminal law, particularly of cheating under Section 420 of the IPC, as agreement was entered into on meeting of minds and, therefore there cannot be an element of mens rea or an element of cheating right from inception of the transaction. Therefore, the offence of cheating, so alleged, is unsustainable. 15. Therefore, the offence of cheating, so alleged, is unsustainable. 15. The other allegation is offence punishable under Section 424 of the IPC. Section 424 of the IPC would make the person punishable if he dishonestly or fraudulently conceals or removes any property of himself or any other person or assists such concealment or removal thereof. Therefore, Section 424 also gets attracted in the case at hand in the light of Section 406 of the IPC being sustained. Wherefore, the allegation and registration of FIR under Section 424 of the IPC is also sustained. Sections 120B and 149 of the IPC being an offshoot of the afore-quoted sustenance of offences under Section 406 and 424 of the IPC, they would also become sustainable. Therefore, except the offence of Section 420 of the IPC, all other offences in the facts and circumstances of the case, are held to be sustainable. 16. For the aforesaid reasons, I pass the following: ORDER i. The Criminal Petition is allowed in part. ii. Registration of FIR in Crime No. 12 of 2022 stands quashed only insofar as it pertains to the offence punishable under Section 420 of the IPC. The reminder of the offences, so alleged against the petitioners, are sustained. iii. It is made clear that the observations made in the course of this order are only for the purpose of consideration of the case of the petitioners under Section 482 of the Cr.P.C. and the same shall not influence the investigation or bind the competent Court while taking up further proceedings against the accused. I.A. No. 2/2022 stands disposed of, as a consequence.