Sandeep Kumar, J. – Heard learned counsel for the petitioners, learned APP for the State and learned counsel for the opposite party no.2/complainant.

2. The present application has been filed under Section 482 of the Criminal Procedure Code (for short Cr. P.C.) for quashing the order dated 25.05.2017 passed by the learned A.C.J.M.-VIII, Patna, in connection with Complaint Case No.3754 of 2013, by which the learned Magistrate has taken cognizance against the petitioners under Section 406/34 of the Indian Penal Code.

3. As per the complaint petition, the complainant is an established healthcare distribution solution specialist and is engaged in the business of wholesale product distribution of medicines. It is alleged that the petitioners had contacted the complainant-company in October, 2007 for marketing and distribution of pharmaceutical drugs in the State of Bihar. It is stated that the complainant and the petitioners had entered into a Memorandum of Understanding (for short “MoU”) on 1.11.2007 till 31.03.2008 for distribution of pharmaceutical drugs in the State of Bihar. As per the terms of the said MoU, the complainant had deposited Rs.2,00,000/- with the accused. Thereafter, the parties conducted their business cordially in terms of the said MoU. It is further alleged that on 01.04.2008, the MoU was renewed for a further period from 01.04.2008 to 31.03.2009 on the same terms and conditions as were agreed in the first MoU.

3.1. It is next stated that the business relation was going well and both the parties were doing their business cordially. It is alleged that a claim of Rs 60,00,000/- of the complainant was overdue from the petitioners but the complainant, in good faith, continued to perform his part of obligations in view of tacit renewal of the MoU and the long term business relations with the petitioners.

3.2. It is alleged that the petitioners had sent a letter dated 13.06.2009 to the complainant for cessation of their business relations alleging frivolous pleas and allegations, which were raised for the first time and were completely false, baseless, frivolous and ill founded without following the terms of the MoU. It is stated by the complainant that clause 16 of the MoU provides one month prior notice before terminating the agreement but the petitioners without following the aforesaid clause had terminated the agreement arbitrarily and unreasonably in order to wrongfully misappropriate the money of the complainant, which has put the interest of the complainant in jeopardy as he had invested huge amount of money in the market as per the assurance of the petitioners.

3.3. It is stated that thereafter vide letter dated 16.06.2009, the petitioners informed the complainant that they will take over the market dues and requested him to provide updated outstanding statement, accordingly, the complainant sent a letter mentioning the details of outstanding amount lying with them but instead of replying to the said letter the petitioners sent an e-mail dated 03.08.2009 requesting the complainant to provide the details of outstanding dues along with complete statement of account. Pursuant to the said e-mail, the complainant sent a letter dated 04.08.2009 seeking clearance of all outstanding amounts. It is alleged that on 22.09.2009 the petitioners had threatened the complainant.

3.4. It is next alleged that the complainant sent a letter along with the details of outstanding claims with balance statement mentioning the balance recoverable as on September, 2011 to be Rs.72,44,083/- but again the petitioners failed to address the grievances of the complainant. The petitioners vide their letter dated 03.10.2011 have accepted certain part of the claim of the complainant and rejected the rest of the claim on false and frivolous grounds. It is stated that the petitioners had agreed to pay an amount of Rs. 2,46,396/- including Security deposit of Rs.2,00,000/-.

3.5. It is stated in the complaint petition that subsequently correspondences