ORDER :

The petitioners are before this Court calling in question proceedings in C.C.No.9809 of 2022 pending before the XXI Additional Chief Metropolitan Magistrate at Bengaluru and consequently to quash the complaint that led to registration of Crime in the aforementioned criminal case instituted for offences punishable under Section 138 of the Negotiable Instruments Act, 1881 (‘the Act’ for short).

2. Accused No.1/1st petitioner -OMR Investments LLP (for short ‘the Firm or Company’) is a limited liability partnership firm engaged inter alia in the business of construction and development of real estate. Accused No.3/Petitioner No.2 is a partner of petitioner No.1/Firm and accused No.7/petitioner No.3 is one of the authorized signatories of petitioner No.1/Firm. The petitioners in the companion petition i.e., W.P.No.8227 of 2022 are accused Nos. 2, 5 and 6. Therefore, accused 1, 2, 3, 5, 6 and 7 are before this Court barring accused No.4. The complainant/respondent is common in both these petitions. Both these cases arise out of C.C.No.9809 of 2022 which arose out of the complaint in P.C.R.No.5711 of 2022 registered by the complainant. It is, therefore, both these cases are taken up together and considered in this order.

3. Shorn of unnecessary details, facts in brief that are germane for consideration of the lis, are as follows:

The 1st petitioner/Firm is a limited liability Company and the other petitioners are connected with the affairs of the Company in the capacity of either Directors or signatories of the partnership firm or signatories to the instruments involved in the transaction. It is the case of the complainant that a proposal was given that Embassy Company would execute a memorandum of understanding and a co-development agreement in respect of property development of an immovable property belonging to Embassy Company situated in the Special Economic Zone and a request was made to the complainant to reinvest the amounts that he would receive by sale of the aforesaid equity shares in the project for which the complainant would become the absolute owner. It appears, that a meeting of the Board of Directors of the Embassy Company was held on 21.10.2016 and the proposal given by the Embassy Company to the complainant was discussed and the result of the discussion was execution of a share purchase agreement between the Company and the complainant regarding sale of equity shares of the complainant in M/s Mac Charles (I) Limited for the very amount that is arrived at in the share purchase agreement. The amount was received by the complainant to his account.

4. Once the amount was received from the sale of equity shares of M/s Mac Charles (I) Limited, the Embassy Company came up with the property development scheme that was evolved by the Company after the approval of the Board. A draft Memorandum of Understanding, draft construction agreement, a draft co-development agreement and a draft lease deed were all approved by the Board of Embassy Company and the said Company also represented to the complainant that the said immovable property situated in the special economic zone needed necessary approvals from the Ministry of Commerce, Government of India and further necessary approvals to co-opt the complainant as a co-developer of the said immovable property. In furtherance of this agreement, certain transactions took place between the parties and subsequently on 6-12-2016, two supplementary documents styled as loan agreements were entered into between accused No.1’s firm represented by accused Nos.2 and 3 and the complainant for a sum of Rs.490/-crores which was to be invested in the property development scheme. Accused No.2 is said to have executed a deed of guarantee in favour of the complainant guaranteeing the entire transaction and being bound by the said transaction.

5. The complainant claims that based on all the above assurances and promises given by the Embassy Company, the complainant transferred the amount afore-quote