JUDGMENT & ORDER : SHAMIMA JAHAN, J. This is an application under Section 528 read with Section 442 of the BNSS, 2023 praying for quashing of the criminal proceeding in C.R Case No. 10/2024 under Section 120B, 403,406,409,418 and 420 of the IPC, which is presently pending in the Court of the learned Judicial Magistrate, First Class, Dimapur, Nagaland. The petitioner has also prayed for quashing of the order dated 21.06.2024 by which cognizance was taken by the learned Judicial Magistrate, First Class in the said complaint case. The complaint in brief is as follows. [2.] The present lis is in connection with a contract agreement entered between the petitioners and the Airport Authority of India (herein after referred to as AAI). Complainant No. 1 is a partner in a partnership firm namely, M/s CSA Sanna Vibhav Hospitality LLP (herein after referred to as the LLP) having its registered office at Dimapur, Nagaland. The complainant stated that in the year 2017, a request for proposal was floated by the AAI, by which tenders were invited for the concession to setup a market and beverage outlets at the Lokpriya Gopinath Bordoloi International Airport, Guwahati for a period of 7 years. The petitioner Nos. 1 & 2 through petitioner No. 4 i.e., the M/s Hotel Pradeep submitted the bid and were allotted the contract by the airport authority by Letter of Intent to Award dated 23.12.2017. A contract i.e., Master Concession Contract was executed between the AAI and the petitioners and in the said contract the AAI allowed the petitioners to give sub-contract or sub-concession or assign any of its duties in part. It was provided in the contract that a total area of 617 Sq.m outside the airport was to be provided by the AAI for the said contract. In view of the power granted to the petitioners to give sub-contract, the petitioner gave the sub-contract to respondent No. 1 who had executed LLP with petitioner No. 3 in the State of Nagaland. It is stated in the complaint that the petitioner finding that the contract was huge and were unattainable, searched for partners to sub-let the same and in the process of searching such partners met the father of the respondent No. 1 who agreed to act as sub-contractor. It is stated in the complaint that the petitioner finding that the contract was huge and were unattainable, searched for partners to sub-let the same and in the process of searching such partners met the father of the respondent No. 1 who agreed to act as sub-contractor. The complainant also stated that the petitioners told them that the business was ready to be operated with a complete setup and that the infrastructures were also available. It was stated that the petitioner Nos. 1 & 2 reported that the petitioner No. 3 has enough experience in the said field and that he would work with the complainant No. 1 and as such, the complainant No. 1 became a partner with petitioner No. 3 and registered the LLP as stated above. [3.] It was further stated that while doing the business, the complainant No. 1 would take 51% of the share and the petitioner No. 3 would take 49% share in the LLP. In view of the said LLP, the Sub-Concession Agreement dated 13.12.2018 was executed between the complainant No. 1 and the petitioner. In the Sub-Contract Agreement, it was agreed that out of 618 Sq.m, 544 Sq.m was assigned for the job. It was agreed that the petitioner No. 4 would contract/develop the food and beverage outlet in the Sub- Contract area and that the petitioners would hire personnels, setup menus and also would repair anything that is required. Further, the considerations for the Sub-Concession Agreement were fixed and in view of the said Sub-Concession Agreement, complainant No. 2 i.e., the partnership firm made payments to the petitioners such as security deposit of 5 crore 30 lakhs, investment of Rs. 5 crore towards developments of the outlets and then additional investment of 16,36,855 for rectifying deficiency in the Sub- Contract area. The complainant stated that the contract began in December, 2018 and that the petitioners did not fulfill their obligations and that they had not invested money in making the area operational. It was also stated that the complainant was made to believe that after paying the aforesaid amount, the petitioners would provide them absolute rights over the area of 545 Sq.m but after receiving the payments, the petitioners defaulted with various clauses of the Sub-Concession Agreement. It was also stated that the complainant was made to believe that after paying the aforesaid amount, the petitioners would provide them absolute rights over the area of 545 Sq.m but after receiving the payments, the petitioners defaulted with various clauses of the Sub-Concession Agreement. Further, that although an area of 545 Sq.m were to be given, however only 377 Sq.m were allotted to them that too without being fully developed. The complainant stated that from the first month of the business, she suffered loss and that the petitioner No. 3 who was supposed to help her, being her partner did not do anything and that she was left by her own to manage the same. It was also stated that the petitioner No. 3 had always helped the petitioners in running their own business instead of helping the complainant and that only shares of the LLP were to be apportioned in the ratio of 49:51, however, fixed monthly sub-concession fee was divided between them in the said ratio. It was thereafter stated that in view of the immense loss incurred, the complainant decided to terminate the Sub-Concession Agreement in August, 2019 and at that juncture, the petitioner No. 3 persuaded the complainant to let his father i.e., the petitioner No. 1 to run the business with a further promise to return Rs. 5 crores spent by the complainant which according to the complainant was an attempt to dishonestly take over the sub-concession area. [4.] The complainant thereafter terminated the Sub-Concession Agreement by a notice dated 18.11.2019, which was accepted by the petitioners on 12.12.2019. It was further stated that as per the Sub-Concession Agreement, the petitioners were supposed to return the security deposit of Rs. 5,30,00,00/- during handing over and that the complainant provided a complete inventory and all are handed to the petitioners and that the petitioners transferred 9 truck loads of articles from the sub-concession area. It was further stated that the petitioners had misappropriated the same and also that the petitioners had not returned the amount of Rs. 5 Crore along with additional amounts. In view of the Arbitration Clause in the said Sub-Concession Agreement, the complainant invoked the same and obtained an arbitral award by which the petitioners were to pay Rs. 17,71,75,754/- with interest @ 12% p.a along with the cost of Rs. 30 lakhs to the complainant. 5 Crore along with additional amounts. In view of the Arbitration Clause in the said Sub-Concession Agreement, the complainant invoked the same and obtained an arbitral award by which the petitioners were to pay Rs. 17,71,75,754/- with interest @ 12% p.a along with the cost of Rs. 30 lakhs to the complainant. It was stated in the complaint that while making the arbitral award, the learned Arbitrator in paragraph No. 97 of the same had stated that there was cheating on the part of the petitioners from the very inception towards the complainant. As such, it was stated by the complainant that the petitioners had entered into a criminal conspiracy with the sole purpose of cheating the complainants since they were unable to pay the huge monthly master concessionaire fees amounting to Rs. 1.50 crores. [5.] On receipt of the said complaint, the learned Court of CJM, Dimapur, Nagaland directed for a police investigation into the same and the police after the investigation submitted a report that there was sufficient grounds to proceed against the petitioners under the aforesaid Sections of the IPC. In view of the said report, the learned Court of Judicial Magistrate, First Class, Dimapur took cognizance of the case vide order dated 21.06.2024. [6.] Mr. G. Rahul, learned counsel appearing for the petitioner submits that the contract was awarded by the AAI to the petitioner No. 4, which is known as Master Concession Award and in the said contract, the term of concession was awarded for 7 years by fixing the concession fee as well as the security deposit which were later enhanced. In the said contract, it was provided that the concessionaire may sub-contract or assign any of its duties in part to other parties. Thereafter, the counsel states that the father of the complainant No. 1 had approached the petitioner for partnership in the contract and that a sub-contract agreement was entered into on 13.12.2018 and in the said agreement, it was agreed that both the parties would adhere to the agreement between the AAI and the petitioners. The Sub-Concession Agreement was also made for 7 years. The parties have also agreed that the petitioners would incur an expenditure of Rs. 5 crores towards development of the area comprising 545 Sq.m and that the second party upon making the said payment would absolutely enjoy the said area and would use the same. The Sub-Concession Agreement was also made for 7 years. The parties have also agreed that the petitioners would incur an expenditure of Rs. 5 crores towards development of the area comprising 545 Sq.m and that the second party upon making the said payment would absolutely enjoy the said area and would use the same. The counsel states that by agreeing to various issues, the petitioners and the complainant signed the agreement. He as such submits that the entire exercise of getting the award from the AAI, the conditions incorporated therein as well as all other facts were intimated to the complainant and the said Sub-Concession Agreement was entered into and that there was no cheating on the part of the petitioners. He also places Clause-25 of the said agreement where the parties have stated that they have voluntarily, willfully and without any coercion or fear had entered into the agreement. [7.] Mr. G. Rahul, learned counsel for the petitioners states that on 18.11.2019, the complainant had written the notice to the petitioners for termination of the Sub-Concession Agreement by which the complainant had stated that she was invited with fraud, deception, misrepresentation and unlawful inducement and by the said notice, the complainant asked for return of the required amount of money from the petitioners with the further stipulation that if that money is not returned then the complainant would run the outlet over 545 Sq.m herself. [8.] He further stated that the complainant approached the Arbitrator for ventilating her grievance and after a detailed discussion, the Arbitrator passed the final award by which the petitioners were directed to pay Rs. 17,71,75,754/- to the complainant with the interest within a period of 3 months from the date of passing the final award. He places paragraph No. 97 of the said award by which the learned Arbitrator was of the opinion that there was misrepresentation on the part of the petitioners in entering into Sub-Concession Agreement with the respondents and that there was a continuous breach of the same by the petitioners from the very inception itself. He stated that on the basis of this opinion of the learned Arbitrator, the instant complaint was filed by the respondent. He stated that on the basis of this opinion of the learned Arbitrator, the instant complaint was filed by the respondent. The counsel further states that aggrieved with the aforesaid arbitral award, the petitioner No. 4 field an application under Section 34 of the Arbitration and Conciliation Act, 1996 for setting aside the same before the Court of Addl. District Judge, Kamrup, which was transferred to the Court of Civil Judge, Senior Division. He further states that the said application was rejected by the Court of Civil Judge and that against the same, he has preferred an appeal before the learned District Judge, which is pending disposal. He further stated that in the meantime, the respondent had filed an application for execution of the arbitral award before the Addl. District Judge, which was transferred to the Commercial Court i.e., the Court of Civil Judge, Senior Division-III, Kamrup, which is pending adjudication before the Court. He also stated that the petitioners have also approached the Courts seeking relief but the same is not required to be dealt with in the present petition. The learned counsel for the petitioner as such prays that no cheating or fraud was committed as stated in the complaint and that the present case is purely of civil nature and the same may be quashed in the interest of justice. He also stated that the Courts in the State of Nagaland had no jurisdiction to entertain the present case. To substantiate his arguments, he has referred to the following judgments: (1) Binod Kumar Vs. State of Bihar reported in (2014) 10 SCC 663 by which the Hon’ble Apex Court had observed that there is a growing trend in the business circles to convert purely civil disputes into criminal cases and the same may not be allowed in the interest of justice. (2) G. Sagar Suri and Ors. Vs. State of U.P. and Ors. reported in (2000) 2 SCC 636 by which the Hon’ble Supreme Court observed that jurisdiction under Section 482 of the code has to be exercised with great care and caution and that the same is to be exercised only to prevent abuse of the process of the court or otherwise to secure ends of justice. (3) Judgment of the Hon’ble Supreme Court in Shailesh Kumar Singh Vs. (3) Judgment of the Hon’ble Supreme Court in Shailesh Kumar Singh Vs. State of Uttar Pradesh by which the Hon’ble Supreme Court had observed that for an offence of cheating, the intention of the accused has to be seen from inception and that the court should see the difference between cases of civil nature and Criminal in the complaint. (4) A judgment passed by the Hon’ble Gauhati High Court in Sh. Niaz Ahmed Vs. State of Nagaland by which it was observed that allegation involving civil nature should not be allowed to become a subject matter of a criminal proceeding. [9.] On the other hand, Mr. A. Zhimomi, learned counsel for the respondent Nos. 1 & 2 submits that the petitioner had induced the respondents into entering in the Sub-Concession Agreement by luring them into the same. He states that an area of 377 Sq.m were only given to the respondents instead of 545 Sq.m as has been stated by the petitioners and that the petitioners made the respondents pay huge electricity charges for the entire area of 545 Sq.m. He also stated that the counter claim setup by the petitioners were rejected by the learned Arbitrator in its Arbitral award dated 17.10.2022. He also stated that the security amount, amount for construction and erection of outlets, additional payments made by the respondents were also not paid back by the petitioners. He stated that the respondents while serving the notice for cancellation of the agreement had made an inventory of assets purchased by the respondents and the same were handed over which were received by the petitioners and the same were taken by trucks from the area concerned. He also stated that the petitioner No. 3 who had joined the respondent No. 1 in the said business had however never helped the respondent in her business and the respondent was left alone in dealing with the same. He as such stated that the petitioners from the very inception cheated the respondent not only in entering into the Sub-Concession Agreement with the respondent but also had violated the agreements entered into the same. He stated that even if the complaint had allegations of civil nature, however, there would not be any bar for the initiation of a criminal proceeding against them. He stated that even if the complaint had allegations of civil nature, however, there would not be any bar for the initiation of a criminal proceeding against them. He further submits that the respondents have entered into partnership with petitioner No. 3 by executing an LLP in the State of Nagaland and that the respondent has been paying tax in the State of Nagaland and that the respondent would receive the money whatever she is being entitled to, in the State of Nagaland and as such, he submits that the Nagaland Court has jurisdiction to entertain the instant case. [10.] He further submits that when the respondents handed over the articles to the petitioner, the petitioner immediately accepted the same without making any payments as required, which shows the intention of the petitioner. He further relied on the Arbitral Award, especially in paragraph No. 97, where the learned Arbitrator stated that the petitioners cheated the respondent from the very beginning and that they did not follow the agreement entered into between the parties. [11.] To substantiate his arguments, he places reliance on the following judgments:- (1) Lee Kun Hee Vs. State of Uttar Pradesh & Ors. reported in (2012) 3 SCC 132 , by which the Hon’ble Apex Court observed that in offences relating to criminal misappropriation or criminal breach of trust, the court within whose local jurisdiction, the whole or a part of the consideration were required to be returned, will have jurisdiction. (2) Rhea Chakraborty Vs. State of Bihar & Ors. reported in (2020) 20 SCC 184 by which the Hon’ble Court observed that the place where part of the property were to be returned in cases of criminal breach of trust, would have jurisdiction. (3) Randheer Singh Vs. State of Uttar Pradesh reported in (2021) 14 SCC 626 by which the Hon’ble Supreme Court observed that civil remedy being available, is not a ground for quashing criminal proceeding. (4) Deepak Gaba & Ors. Vs. State of Uttar Pradesh & Anr reported in (2023) 3 SCC 432 by which the Hon’ble Supreme Court observed that evidence is not required to be seen during cognizance. (5) Judgment delivered by the Hon’ble Supreme Court in A.M. Mohan Vs. State by which the Hon’ble Supreme Court accorded grounds for invoking Section 482 Cr.PC. (6) Judgment delivered by the Telangana High Court in Radhika Anil Upadhyaya Vs. (5) Judgment delivered by the Hon’ble Supreme Court in A.M. Mohan Vs. State by which the Hon’ble Supreme Court accorded grounds for invoking Section 482 Cr.PC. (6) Judgment delivered by the Telangana High Court in Radhika Anil Upadhyaya Vs. Principal Secretary, Home Department by which the Hon’ble High Court had observed that the place where money is to be accounted for, gives jurisdiction to the concerned court. [12.] Heard the learned counsels for both the parties. [13.] It is a settled law that even if Civil Proceedings are on, Criminal proceedings may also be initiated and be carried on, if the complaint discloses criminal liabilities. However, it is also settled that criminal proceedings arising from disputes that are essentially civil in nature or which does not prima facie discloses any criminal intent, should be quashed to prevent abuse of the legal process. However, at the same time, the courts must also balance this with rights of legitimate complainants. The Hon’ble Apex Court had time and again held that a complaint may have a criminal texture but if it is essentially a civil dispute such as breach of contracts agreements or commercial transactions, the High Court should quash the proceedings to prevent misuse of legal process in exercise of powers under Section 482 CrPC. The Apex had also held that Section 482 of the Cr.PC has to be exercised sparingly and only in the interest of justice. Reference can be made to various decision of the Hon’ble Supreme Court in State of Haryana Vs. Ch. Bhajan Lal and Ors. reported in 1992 (Supp) 1 SCC 335, Madhavrao Jiwajirao Scindia and Ors. vs. Sambhajirao Chandrojirao Angre and Ors. reported in (1988) 1 SCC 692 etc. The principles enumerated from the said decisions are reproduced below: "i. A complaint can be quashed where the allegations made in the complaint, even if they are taken at their face value and accepted in their entirety, do not prima facie constitute any offence or make out the case alleged against the accused. For this purpose, the complaint has to be examined as a whole, but without examining the merits of the allegations. Neither a detailed inquiry nor a meticulous analysis of the material nor an assessment of the reliability or genuineness of the allegations in the complaint, is warranted while examining prayer for quashing of a complaint. ii. For this purpose, the complaint has to be examined as a whole, but without examining the merits of the allegations. Neither a detailed inquiry nor a meticulous analysis of the material nor an assessment of the reliability or genuineness of the allegations in the complaint, is warranted while examining prayer for quashing of a complaint. ii. A complaint may also be quashed where it is a clear abuse of the process of the court, as when the criminal proceeding is found to have initiated with malafides/malice for wreaking vengeance or to cause harm, or where the allegations are absurd and inherently improbable. iii. The power to quash shall not, however, be used to stifle or scuttle a legitimate prosecution. The power should be used sparingly and with abundant caution. iv. The complaint is not required to verbatim reproduce the legal ingredients of the offence alleged. It the necessary factual foundation is laid in the complaint, merely on the ground that a few ingredients have not been stated in details, the proceedings should not be quashed. Quashing of the complaint is warranted only where the complaint is so bereft of even the basic facts which are absolutely necessary for making out the offence. v. A given set of facts may make out: (a) purely a civil wrong; or (b) purely a criminal offence: or (c) a civil wrong as also a criminal offence. A commercial transaction or a contractual dispute, apart from furnishing a cause of action for seeking remedy in civil law, may also involve a criminal offence. As the nature and scope of a civil proceedings are different from a criminal proceeding, the mere fact that the complaint relates to a commercial transaction or breach of contract, for which a civil remedy is available or has been availed, is not by itself a ground to quash the criminal proceedings. The test is whether the allegations in the complaint disclose a criminal offence or not." [14.] In the present petition, it is noticed that the complaint case was lodged in the year 2024 wherein, the complainant had stated that the petitioners had cheated in entering into the Sub-Concession Agreement with the respondent. The said agreement was entered into in the year 2019 and the termination was also in the year 2019 after which, the respondent approached the Arbitrator and the Arbitral Award was in the year 2022. The said agreement was entered into in the year 2019 and the termination was also in the year 2019 after which, the respondent approached the Arbitrator and the Arbitral Award was in the year 2022. In the said arbitrary proceeding, the respondent had raised all the issues before the Arbitrator and the learned Arbitrator had considered each and everyone of them and had awarded the respondent with reliefs. Against the said Arbitral order, applications were filed by the petitioners and the same are pending disposal before the Appellate Court wherein, the respondent is contesting. The instant complaint case is filed on 15.03.2024 without any explanation as to why the same was filed so late in the day. The main offence alleged in the complaint was Criminal Conspiracy and Cheating. Section 120B and Section 415 of IPC is reproduced below:- “ S.120(b):Punishment of criminal conspiracy. (1) Whoever is a party to a criminal conspiracy to commit an offence punishable with death, 1[imprisonment for life] or rigorous imprisonment for a term of two years or upwards, shall, where no express provision is made in this Code for the punishment of such a conspiracy, be punished in the same manner as if he had abetted such offence. (2) Whoever is a party to a criminal conspiracy other than a criminal conspiracy to commit an offence punishable as aforesaid shall be punished with imprisonment of either description for a term not exceeding six months, or with fine or with both.” “ 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”. [15.] In the complaint, the respondent states that the petitioners have exaggerated their quotation for monthly concession payable to the AAI which has no relevancy in the present case. [15.] In the complaint, the respondent states that the petitioners have exaggerated their quotation for monthly concession payable to the AAI which has no relevancy in the present case. In the said Sub-Concession Agreement between the petitioners and the respondent, it was reflected that both the parties voluntarily and without fear and coercion had entered into the same and now turning around and saying that they were lured in entering into the same is not acceptable. Even for the sake of arguments, if this Court takes into consideration that the respondent was lured, the same could have been agitated much before the present complaint. The further submission that the petitioner No. 3 had not help the respondent No. 1 in running the business and that he had always supported the petitioners who are his parents is uncalled for inasmuch as, in that situation, the respondent could have dissolved the LLP entered with the petitioner No. 3 which was not done in the instant case. The further statement in the complaint that after termination of the contract between the petitioners and the respondent, the petitioner did not refund back the money cannot come within the scope of Section 415 of the IPC. It is stated by the respondent that the petitioners after executing the Sub-Concession Agreement had developed the area with all the equipment and articles and that some further payments were made by the respondents for some further development which was not paid by the petitioner, itself shows that the petitioner had no prior intention to cheat the respondent. [16.] The acceptance of the termination order by the petitioner again does not reflect any unpleasant/criminal intention on the part of the petitioner. It has been stated that there were many complaints against the respondent to which, the petitioner was aware and since the contract was awarded to the petitioner, he was responsible for the entire exercise. [17.] In the present case, it is apparent that both the petitioners and the respondent had collectively worked towards fulfillment of the terms of the agreement and later, there were disputes amongst them. It cannot therefore be said that the petitioner had prior intention to cheat the respondent and with that intention had entered into the Sub-Concession Agreement. [17.] In the present case, it is apparent that both the petitioners and the respondent had collectively worked towards fulfillment of the terms of the agreement and later, there were disputes amongst them. It cannot therefore be said that the petitioner had prior intention to cheat the respondent and with that intention had entered into the Sub-Concession Agreement. Further the respondent had approached the Arbitrator as per the clauses in the agreement and the Arbitrator had awarded the respondent which is again subjected to challenge by the petitioner. The same shows that the case is of a civil nature. It has been held by the Apex Court that Court may dismiss complaints if an arbitration award had already addressed the dispute. The contention of the respondents that they were lured in entering into the agreement is not found in the facts of the present case. The petitioner was awarded with the contract by the AAI, the terms of which allowed him to enter into a sub-contract to which he entered with the respondent on being approached by the said Respondent and during the subsistence of the contract, any disputes thereof will not entail criminal liability for offences of criminal conspiracy or breach of trust or cheating. Further civil disputes disguised as criminal offences to harass or pressurize individuals are amenable for quashing. Furthermore, it is a settled proposition of law that if a case is capable of disposal on a particular point, the other points raised by the parties concerned are not required to be entered into. [18.] In view of the same, this petition is allowed and the impugned criminal proceeding in connection with C.R. Case No. 10/2024 under Section 120B, 403,406,409,418 and 420 along with all consequential orders stands quashed and set aside. [19.] Criminal petition is disposed of.