ORDER 1. This petition is filed by the petitioner-accused Nos.1 and 2 under Section 482 of Cr.P.C. for quashing the criminal proceedings in C.C. No.34603/2021 pending on the file of 28th Additional Chief Metropolitan Magistrate, Bengaluru, for the offences punishable under Section 138 of Negotiable Instruments Act, 1881 (for short 'NI Act'). 2. Heard the arguments of learned counsel for the petitioners and learned counsel for the respondent Nos.1 to 3. 3. The case of the petitioners is that the respondents have filed a private complaint under Section 200 of Cr.P.C. read with 138 of NI Act alleging that the complainant and accused were the directors and share holders of M/s.GRC Infra Private Limited, a company incorporated under the Companies Act, 1956, and both of them were also running the partnership firm in the name of M/s.G.R. Constructions. Later, there was memorandum of understanding and settlement between accused No.2-G. Ramana Babu and the complainant R.M. Eswar Naidu that the partnership firm shall be continued by R.M. Eswar Naidu and accused No.2-Ramana Babu shall retire from the firm and the wife of Eshwar Naidu shall be inducted as partner and they should run the firm in the name of M/s. G.R. Constructions. Likewise, the complainant Eswar Naidu shall come out from M/s. GRC Infra Private Limited and in place of Eswar Naidu, the wife of accused i.e. wife of Ramana Babu shall be inducted as share holder and director of the company. In the memorandum of settlement and Memorandum of Understanding, it was stated that some of the properties shall be transferred from M/s.G.R. Constructions to M/s.GRC Infra Private Limited and the accused was required to pay some amount to Eswar Naidu in respect of receiving the immovable properties. On that back ground and settlement between the parties, the accused said to have issued four cheques to the complainant and the cheques were dishonoured for insufficiency of funds. Hence, complaint came to be filed for dishonour of four cheques for Rs.8.00 crores and all four cheques were issued for Rs.2.00 crores each and the cheques were dishonoured for stop payment. After registering the criminal case, summons have been issued, which is under challenge. 4. The learned counsel for the petitioners has contended mainly on the ground that there is no legally enforceable debt in order to file a private complaint. After registering the criminal case, summons have been issued, which is under challenge. 4. The learned counsel for the petitioners has contended mainly on the ground that there is no legally enforceable debt in order to file a private complaint. There was an arbitration clause in the Memorandum of Understanding and the arbitration proceedings, which is already been initiated, is pending. Meanwhile, the complainant has also raised a dispute before the National Company Law Tribunal, where the dispute came to be dismissed. The complainant forged the board resolution and a complaint is also filed before the police against the accused, which is pending and therefore, continuing the proceedings against the petitioners is abuse of process of law and hence, prays for quashing the same. 5. Learned counsel for respondents has contended that in view of the settlement between the accused and the complainant, the complainant took over the firm and the accused took over the company. Some of the properties of the firm have been transferred to the individual name of the accused and company, where the accused and his wife are the directors. The complainant came out of the company and continued to be a partner in the firm by inducting his wife as another partner in the place of accused. In view of transfer of property, the accused gave 19 cheques, out of them, three cheques issued by the accused were already honoured. Out of the three cheques, for Rs.50.00 lakhs, the accused was unable to pay the amount. On his request, the accused gave two cheques, for Rs.25.00 lakhs each and the same was honoured. The issuance of cheques by the accused is not in dispute. The remaining cheques of Rs.2.00 crores has been dishonoured for stop payment. The amount payable to the complainant by the accused is about Rs.8.00 crores. Therefore, there is legally enforceable debt and recoverable from the accused and therefore, the complaint cannot be quashed. It is further contended that the accused himself raised arbitration proceedings by admitting the issuance of cheques. Though the Company Law Tribunal dismissed the claim, but it was on the ground of that it was personal dispute between the two individuals and therefore, the contention cannot be available to accused. The learned counsel further contended that the accused started paying the amount until the properties were transferred to the accused company from the firm. Though the Company Law Tribunal dismissed the claim, but it was on the ground of that it was personal dispute between the two individuals and therefore, the contention cannot be available to accused. The learned counsel further contended that the accused started paying the amount until the properties were transferred to the accused company from the firm. Thereafter, he stopped paying the amount and therefore, prayed for dismissing the petition. 6. Having heard the arguments of the learned counsel for the parties, perused the records. 7. The learned counsel for the petitioners has relied upon the various judgments of the Hon'ble Supreme Court in the case of G.SAGAR SURI VS. STATE OF UP reported in 2000 (2) SCC 636 , INDIAN OIL CORPORATION VS. NEPC INDIA LIMITED AND OTHERS reported in (2006) 6 SCC 736 , STATE OF HARYANA AND OTHERS VS. BAJAN LAL AND OTHERS reported in 1991 SUPP(1) SCC 335, PEPSI FOODS LTD. AND ANOTHER VS. SPECIAL JUDICIAL MAGISTRATE AND OTHERS reported in 1998(5) SCC 749 AND KRISHNALAL CHAWLA AND OTHERS VS. STATE OF U.P. and another decided on 08.03.2021. 8. Per contra, learned counsel for respondents has relied upon the judgment of Hon'ble Supreme Court in the case of RATHISH BABU UNNIKRISHNAN VS. STATE (GOVERNMENT OF NCT OF DELHI), decided in Criminal Appeal Nos.694-695/2022 on 26.04.2022. 9. I have perused the judgments of the Hon'ble Supreme Court relied on by the parties and perused the records. 10. It is an admitted fact that the accused and complainant were running two entities namely M/s.G.R. Constructions as a firm and M/s.GRC Infra Private Ltd., a company and subsequently, there were a settlement between both accused and complainant where the complainant shall come out from the company and the wife of accused shall be inducted as director in the company and the accused shall come out from the partnership firm and the wife of complainant shall be inducted as partner and continue the firm. It is also an admitted fact that there was Memorandum of Understanding entered into between both parties as per Memorandum of Understanding dated 31.3.2018 and there was an agreement of settlement deed on 5.4.2018. There were various understandings between the parties regarding the amount payable by the accused to the complainant and transfer of properties from firm to accused company. 11. There were various understandings between the parties regarding the amount payable by the accused to the complainant and transfer of properties from firm to accused company. 11. It is an admitted fact that the accused gave 19 cheques to the complainant, out of which three cheques dated 6.7.2019 for Rs.1.00 crore, Rs.50.00 lakhs each dated 15.7.2019 drawn on Indian Overseas Bank were honoured by the accused. These four cheques dated 15.7.2019 were among the 19 cheques. It is not in dispute that some of the immovable properties have been transferred by the complainant to the accused company as per the settlement deed and the accused also started paying some amount to the complainant. Later, the accused failed to pay the amount and an intimation was given to the bankers to stop the payment. Thereafter, the respondent-complainant issued a legal notice, which was replied by the accused wherein the accused admitted issuance of the above cheques and contended that still more cheques are in possession of the complainant and these are all claimed only to keep the said cheques in custody. The main contention of the accused is that the complainants have created the forged board resolution dated 27.3.2019. In that regard, the petitioners have filed a complaint against the complainants before Kumaraswamy Layout police on 26.2.2020 and the respondent-complainant also has given reply to the police stating that there was settlement between the parties and in view of the settlement, the cheques were issued by the accused and a complaint was lodged for dishonour of cheques. However, the police have not taken any action nor FIR has been registered. Therefore, the contention that there is no legal liability on the part of the accused to discharge the liability, cannot be acceptable. On the other hand, the cheques were issued to discharge the liability of the company for taking over the property of the firm from the complainant and the amount was payable to the complainant in respect of the company, as per the memorandum of settlement and Memorandum of Understanding and the settlement deed. 12. Another contention of the petitioners is that there was an arbitration clause in the Memorandum of Understanding which states that if any dispute arises, the parties have to make claim before the arbitrator. 12. Another contention of the petitioners is that there was an arbitration clause in the Memorandum of Understanding which states that if any dispute arises, the parties have to make claim before the arbitrator. No doubt, there is an arbitration clause in respect of any dispute, but, the accused has already honoured three cheques and paid Rs.2.00 crores and some of the cheques issued by the accused especially, four cheques were dishnoured. It may be the part of claim, but, once the cheques were dishonoured, which are legally enforceable debt, then the accused is liable to be prosecuted under Section 138 of the NI Act. Even if the amount payable by the accused in the complaint is under Section 138 of the NI Act, that can be adjusted in the claim made before the arbitrator and the arbitrator can take note of the amount payable by the accused to the complainant in respect of the four cheques. If any other dispute in respect of nonperformance, the parties can approach the arbitrator, but in respect of dishonour of cheque, a criminal complaint can be filed against the accused who issued cheques. Therefore, the said contention cannot be acceptable. 13. As regards to the contention that board resolution has been forged by the complainant and that has to be considered by the police on the complaint filed by the petitioner, cannot be a ground for quashing the criminal proceedings. That apart, once the accused admitted the issuance of cheques and made part payment and some of the cheques are remaining, he cannot deny the liabilities and he cannot blow hot and cold at the same time. 14. As regards to dismissal of the complaint raised by the respondent before the Company Law Tribunal where the Company Law Tribunal held that it is the private dispute between both parties and it is not a company dispute, in this regard, in the present case, it is the dispute arisen between the complainant and accused in respect of the amount payable by the accused to the complainant in view of Memorandum of Understanding and settlement deed. Therefore, the dismissal of the complaint by the National Company Law Tribunal will not be helpful to the case of the accused. 15. Therefore, the dismissal of the complaint by the National Company Law Tribunal will not be helpful to the case of the accused. 15. The Hon'ble Supreme Court in case of Rathish Babu Unnikrishnan (supra), by relying upon the various judgments at para Nos.13, 16, 17 and 18 has held as under: "13. Bearing in mind the principles for exercise of jurisdiction in a proceeding for quashing, let us now turn to the materials in this case. On careful reading of the complaint and the order passed by the Magistrate, what is discernible is that a possible view is taken that the cheques drawn were, in discharge of a debt for purchase of shares. In any case, when there is legal presumption, it would not be judicious for the quashing Court to carry out a detailed enquiry on the facts alleged, without first permitting the trial Court to evaluate the evidence of the parties. The quashing Court should not take upon itself, the burden of separating the wheat from the chaff where facts are contested. To say it differently, the quashing proceedings must not become an expedition into the merits of factual dispute, so as to conclusively vindicate either the complainant or the defence. 16. The proposition of law as set out above makes it abundantly clear that the Court should be slow to grant the relief of quashing a complaint at a pre-trial stage, when the factual controversy is in the realm of possibility particularly because of the legal presumption, as in this matter. What is also of note is that the factual defence without having to adduce any evidence need to be of an unimpeachable quality, so as to altogether disprove the allegations made in the complaint. 17. The consequences of scuttling the criminal process at a pre-trial stage can be grave and irreparable. Quashing proceedings at preliminary stages will result in finality without the parties having had an opportunity to adduce evidence and the consequence then is that the proper forum i.e., the trial Court is ousted from weighing the material evidence. If this is allowed, the accused may be given an un-merited advantage in the criminal process. Quashing proceedings at preliminary stages will result in finality without the parties having had an opportunity to adduce evidence and the consequence then is that the proper forum i.e., the trial Court is ousted from weighing the material evidence. If this is allowed, the accused may be given an un-merited advantage in the criminal process. Also because of the legal presumption, when the cheque and the signature are not disputed by the appellant, the balance of convenience at this stage is in favour of the complainant/prosecution, as the accused will have due opportunity to adduce defence evidence during the trial, to rebut the presumption. 18. Situated thus, to non-suit the complainant, at the stage of the summoning order, when the factual controversy is yet to be canvassed and considered by the trial court will not in our opinion be judicious. Based upon a prima facie impression, an element of criminality cannot entirely be ruled out here subject to the determination by the trial Court. Therefore, when the proceedings are at a nascent stage, scuttling of the criminal process is not merited." 16. In view of the judgment of the Hon'ble Supreme Court in Rathish Babu Unnikrishnan (supra), I am of the view that the petition is devoid of merits and this Court cannot scuttle the criminal process at the pre trial stage without going into the trial when the presumption is available in favour of the complainant. At the stage of summoning the case, the Court should not canvass the controversy and quash the criminal proceedings. Therefore, I am of the view that the petition is liable to be dismissed. Accordingly, it is dismissed.