ORDER: K. SUJANA, J. This Criminal Petition is filed under Section 482 of Code of Criminal Procedure, 1973 (for short ‘Cr.P.C.’) to quash the proceedings against the petitioners in Crime No.545 of 2015 of Banjara Hills Police Station, Hyderabad, registered for the offences punishable under Sections 406 and 420 of the Indian Penal Code, 1860 (for short ‘IPC’). 2. The brief facts of the case are that on 14.05.2015, a complaint was received from Sri Satish Vanthair, Vice President of Mphasis Ltd, stating that Techsmart India Pvt. Ltd, along with its Managing Director Ponduri Venkata Staya Kumar, Additional Director Venkata Janardhana Kutchu, and Director Vidya Ponduri, approached Mphasis Ltd claiming they had been awarded a contract by the Commissioner of Civil Supplies Department, Government of Andhra Pradesh, and Registrar, UIDAI. They persuaded Mphasis Ltd to enter into a teaming agreement on December 10, 2010, to jointly deliver services. Mphasis Ltd invested Rs.14.6 crores and incurred significant costs for software development, implementation, and procurement of kits for UIDAI contract enrollment. However, Techsmart India Pvt. Ltd failed to deliver services, leaving an outstanding balance of Rs.8,07,61,097/-. Despite a settlement agreement, Techsmart India Pvt. Ltd paid only Rs.2,96,00,000/-, leaving a balance of Rs.5,52,00,000/-. The complainant alleged that Techsmart India Pvt. Ltd made false allegations, claiming they had paid the amount to M/s Jayani Software, a company registered and operated by them. 3. Heard Sri M. Abhinay Reddy, learned counsel appearing on behalf of the petitioners as well as Sri Syed Yasar Momoon, learned Additional Public Prosecutor appearing on behalf of respondent No.1-State and Sri M. Pranav, learned counsel appearing on behalf of respondent Nos.2 and 3. 4. Learned counsel for the petitioners submitted that the present complaint filed against the petitioners/accused pertains to a contractual issue that is purely civil in nature and subject to adjudication and that the High Court of Karnataka, by order dated 19.08.2016, appointed Dr. Justice N. Kumar, a former Judge of the Hon’ble High Court of Karnataka, as the sole arbitrator to adjudicate the dispute between the parties. He further submitted that even if the allegations in the FIR are taken at face value, they do not disclose any ingredients of the specific offences mentioned therein and that as the FIR does not disclose the commission of any offence, the investigation based on the said FIR is liable to be quashed. He further submitted that even if the allegations in the FIR are taken at face value, they do not disclose any ingredients of the specific offences mentioned therein and that as the FIR does not disclose the commission of any offence, the investigation based on the said FIR is liable to be quashed. He further submitted that the respondents themselves, in their application before the Hon’ble High Court of Karnataka concerning the Teaming Agreement dated 10.12.2010, acknowledged that any dispute or difference between the parties was to be resolved amicably through discussions and negotiations, and unresolved disputes were to be referred to arbitration as per the Arbitration and Conciliation Act, 1996, with the venue of arbitration being Bangalore. 5. Learned counsel for the petitioners contended that the complainant, acting with mala fide intentions, is attempting to drag a purely civil matter arising out of a contractual dispute into criminal proceedings to take vengeance against the petitioners, avoid civil liability, and exert undue pressure. The act of the complainant of approaching criminal courts for this purpose renders the FIR liable to be quashed and that there exists an exclusive jurisdictional clause in the agreement, conferring jurisdiction upon the Courts of Karnataka, thereby rendering the present proceedings outside the jurisdiction of P.S. Banjara Hills. He further contended that the respondents did not approach the Court with clean hands, as they failed to disclose material facts concerning payments made by the petitioners to M/s. Mphasis Software & Services (India) Pvt. Ltd., and misled the Court by suppressing these facts, thereby abusing the process of law. 6. In support of the submissions of the learned counsel for the petitioners, he placed reliance on the decision in MCD v. State of Delhi & Anr, 2005 SCC (Cri) 1322 , where it was held that a litigant withholding vital documents or suppressing material facts to gain advantage would be guilty of committing fraud upon the Court and the opposite party. Additionally, he refers to the judgment of the Hon’ble Supreme Court in Anjani Kumar vs. State of Bihar & Anr,  [(2008) 2 SCC (Cri) 582] wherein it is held that a complaint filed as an after-thought to extract more money from the petitioner is liable to be quashed. Additionally, he refers to the judgment of the Hon’ble Supreme Court in Anjani Kumar vs. State of Bihar & Anr,  [(2008) 2 SCC (Cri) 582] wherein it is held that a complaint filed as an after-thought to extract more money from the petitioner is liable to be quashed. The counsel further submits that it is a settled position of law that directors of a company are not vicariously liable for offences committed by the company under the Indian Penal Code unless there is a statutory provision extending such liability, which is absent in the present case. Further, the dispute, as evident from the FIR, is centered around payment issues between the parties, which is a civil matter requiring adjudication by the appropriate forum as agreed upon by the parties. He also relies on the judgment in Chandran Ratnaswami vs. K.C. Palanisamy , (2013) 6 SCC 740 which held that criminal proceedings initiated to evade civil liability or convert purely civil disputes into criminal cases should be quashed to prevent abuse of the legal process. 7. Furthermore, the counsel contends that the FIR has been filed to evade civil liability with an ulterior motive of harassing the petitioners. In V.Y. Jose & Anr vs. State of Gujarat & Anr,  [ (2009) 3 SCC 78 ] , the Hon’ble Supreme Court held that an offence of cheating under Section 420 IPC requires a showing of fraudulent or dishonest intention at the time of making a promise or representation. In the present case, there is no allegation of fraudulent or dishonest intention at the time of executing the contract, and subsequent disputes over payment do not attract the ingredients of Section 420 IPC. Therefore, he prayed the Court to quash the proceedings against the petitioners by allowing this criminal petition. 8. On the other hand, learned counsel for respondent No.3 opposed the submissions made by the learned counsel for the petitioners, stating that the case is at the stage of FIR. There are clear averments in the complaint demonstrating how the respondents were cheated by the petitioner, who, through inducement, led them to enter into the contract. After entering into the contract, the petitioners failed to perform their contractual obligations, which amounts to criminal breach of trust and cheating. There are clear averments in the complaint demonstrating how the respondents were cheated by the petitioner, who, through inducement, led them to enter into the contract. After entering into the contract, the petitioners failed to perform their contractual obligations, which amounts to criminal breach of trust and cheating. He relied upon the judgment of the Hon’ble Supreme Court in Indian Oil Corporation v. NEPC India Ltd. and Others, [(2006) 6 Supreme Court Cases 736] stating that even though a civil remedy is available, the criminal case cannot be quashed. In the present case, the petitioners entered into a contract with the respondents, received the amount, and cheated the respondents. The petitioners entered into an MOU, but even after the MOU, they paid only two crores, leaving a balance of five crores and fifty-two lakhs unpaid. He further submitted that negotiations or proceedings under arbitration are not grounds to quash the proceedings. As such, he requested the Court to dismiss the criminal petition. 9. In the light of the submissions made by both the learned counsel and a perusal of the material available on record, the averments in the complaint show that the complainant-company entered into the contract with the petitioner-company and the petitioner-company failed to pay the amount for the services rendered by the complainant-company. As a result, the complainant-company approached the Karnataka High Court for the appointment of an arbitrator, and the Karnataka High Court appointed one of the former judges of the Karnataka High Court as an arbitrator, who constituted the arbitral Tribunal to adjudicate the dispute. 10. The arbitral proceedings were conducted under A.C.No.108 of 2016, wherein M/s Mphasis Ltd. had raised claims against M/s Techsmart India Pvt. Ltd. regarding unpaid invoices and the cost of 100 UIDAI kits based on a teaming agreement dated 10.12.2010 and a subsequent corporate guarantee deed dated 16.12.2010. The Arbitral Tribunal, by its award dated 14.06.2017, directed Techsmart to pay Mphasis Rs. 5.52 crores with 6% interest from 01.05.2012 and Rs. 2.08 crores towards the cost of 100 kits with 6% interest from the same date. Aggrieved by this award, Techsmart filed a petition under Section 34 of the Arbitration and Conciliation Act, 1996 vide Com.A.S.No.113 of 2017, challenging the award on grounds of lack of jurisdiction, invalid documents, and improper appreciation of evidence. 2.08 crores towards the cost of 100 kits with 6% interest from the same date. Aggrieved by this award, Techsmart filed a petition under Section 34 of the Arbitration and Conciliation Act, 1996 vide Com.A.S.No.113 of 2017, challenging the award on grounds of lack of jurisdiction, invalid documents, and improper appreciation of evidence. However, the Commercial Court dismissed the petition on 10 th December 2021, upholding the validity of the arbitration agreement and confirming that the Arbitral Tribunal had properly appreciated the evidence and followed due procedure. The Court reiterated that it could not act as an appellate body to reappreciate evidence or substitute its own findings.0 11. It is the specific contention of the learned counsel for the respondent is that even though there is a civil remedy, the criminal case has to be continued, in view of the judgment of the Indian Oil Corporation (supra). However, the facts of the present case do not disclose ingredients of criminal offences but are purely civil in nature. The complaint fails to establish any fraudulent or dishonest intention on the part of the petitioners at the time of executing the contract, which is a necessary ingredient for invoking Section 420 IPC, as held by the Hon’ble Supreme Court in V.Y. Jose (supra). 12. Further, as seen from the record, when a complaint discloses several transactions that may also have criminal breach, but civil remedies are available and have already been adjudicated, there is no need to continue the proceedings in the criminal case. The arbitral Tribunal has already concluded the proceedings, and the award has been confirmed by the Commercial Court. Moreover, the exclusive jurisdiction clause conferring jurisdiction upon the Courts of Karnataka renders the proceedings before the Banjara Hills Police Station, Hyderabad, without legal basis. 13. In view of the above, this Court is of the opinion that the continuation of the criminal proceedings would be unjustified and the proceedings against the petitioners are liable to be quashed. 14. Accordingly, this Criminal Petition is allowed and the proceedings against the petitioners in Crime No.545 of 2015 of Banjara Hills Police Station, Hyderabad, are hereby quashed. Miscellaneous applications, if any pending, shall stand closed.