- 1 - NC: 2025:KHC:7649 CRL.P No. 2866 of 2024 IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 19TH DAY OF FEBRUARY, 2025 BEFORE THE HON'BLE MR JUSTICE S.R.KRISHNA KUMAR CRIMINAL PETITION NO. 2866 OF 2024 BETWEEN: 1. M/S. MODERN STAGE SERVICE, A PARTNERSHIP FIRM, HAVING ITS CORPORATE OFFICE F-30/3, POCKET D, OKHLA PHASE II, OKHLA INDUSTRIAL AREA, NEW DELHI, DELHI - 110 020, REPRESENTED BY ITS PARTNER, MR. VARINDER WADHWA. 2. SRI. VARINDER WADHWA, PARTNER, AGE 65 YEARS, M/S. MODERN STAGE SERVICE, A PARTNERSHIP FIRM, HAVING ITS CORPORATE OFFICE: F-30/3, POCKET D, OKHLA PHASE II, OKHLA INDUSTRIAL AREA, NEW DELHI, DELHI - 110 020. …PETITIONERS (BY SRI. AMIT CHADDHA, SENIOR ADVOCATE FOR SRI.MANU R., ADVOCATE) AND: M/S. TAXTOOLS INFOTECH PVT. LTD., A PRIVATE LTD COMPANY HAVING ITS REGISTERED OFFICE Digitally signed by LEELAVATHI S R Location: High Court of Karnataka - 2 - NC: 2025:KHC:7649 CRL.P No. 2866 of 2024 AT NO.146, KAILASH HILLS, 1ST FLOOR, NEW DELHI - 110 065. ALSO AT OFFICE AT NO.15, MUSEUM ROAD, STATE BANK OF INDIA ROAD, BENGALURU - 560 029, REPRESENTED BY ITS AUTHORIZED REPRESENTATIVE, MR. RHYTHM ARORA. …RESPONDENT (BY SRI. FREUD RICHARDSON., ADVOCATE) THIS CRL.P. IS FILED U/S 482 OF CR.P.C., PRAYING TO 1) ALLOW THE PRESENT PETITION AND SET ASIDE THE ORDER DATED 03.02.2024, PASSED IN C.C.NO.59144/2022, IN PCR NO.57630/2022 FOR THE OFFENCE P/US/ 138 OF NI ACT 1881 BY THE COURT OF LEARNED ACMM-XIV, MAYO HALL, BENGLAURU CITY. 2) ALLOW THE PETITIONERS TO COMPOUND THE OFFENCE WITH OR WITHOUT THE CONSENT OF THE RESPONDENT. THIS PETITION, COMING ON FOR ADMISSION, THIS DAY, ORDER WAS MADE THEREIN AS UNDER: CORAM: HON'BLE MR JUSTICE S.R.KRISHNA KUMAR ORAL ORDER In this petition, petitioners have sought for the following reliefs:- "a. Call for the Records of the CC No.59144/2022, pending before the Court of Ld.ACMM-XIV, Mayo Hall, Bengaluru, - 3 - NC: 2025:KHC:7649 CRL.P No. 2866 of 2024 b. Allow the present petition. Set-aside the Order dated 03.02.2024, passed in CC No.59144/2022 in PCR No.57630/2022 for offences punishable under section 138 of Negotiable Instruments Act, 1881, by the Court of Ld. ACMM-XIV, Mayo Hall, Bengaluru, and/or c. Allow the Petitioners to Compound the Offence with or without the consent of the Respondent, in the interest of justice.” 2. Learned counsel for respondent – complainant has filed a memo along with memorandum of understanding/settlement agreement duly signed by the petitioners, respondent and their respective counsel and the same is taken on record. 3. Petitioners – accused Nos.1 and 2 and their counsel and counsel for respondent-complainant are physically present before the Court and they admit the contents of the memorandum of understanding/settlement agreement, which reads as under:- "MEMORANDUM OF UNDERSTANDING/SETTLEMENT AGREEMENT This Memorandum of Understanding (Settlement) is made and entered into at Bengaluru on this 19th day of February, 2025 BETWEEN: - 4 - NC: 2025:KHC:7649 CRL.P No. 2866 of 2024 M/s TAXTOOLS INFOTECH PRIVATE LIMITED, a Private Limited Company. Having its registered office at No.146, Kailash Hills, Ist Floor, New Delhi- 110065 and also at No.15, Museum Road, State Bank of India Road, Bangalore-560 025 Represented by its Authorised Representative Mr. Rhythm Arora, (hereinafter referred to as FIRST PARTY) which expression shall unless excluded by or repugnant to the context include its successors or permitted assigns; AND M/s MODERN STAGE SERVICE, a Partnership Firm, Having its Corporate Office at F-30/3, Pocket D, Okhla Phase II, Okhla Industrial Area, New Delhi, Delhi 110020 Represented by its partner Mr. Varinder Wadhwa (hereinafter referred to as SECOND PARTY). which expression shall unless excluded by or repugnant to the context include its successors or permitted assigns; WHEREAS, on various dates from 1st April, 2018 till 31st Mar, 2021, the Parties of the First Part supplied audio systems and related products from its Bangalore office to the Parties of the Second Part upon and against various Purchase Orders. The Payments towards the aforesaid transactions stood due and payable to an extent of Rs. 55,02,812.95/- ((in words) Fifty-Five Lakhs Two Thousand Eight Hundred and Twelve Rupees and Ninety- Five Paise Only) as of 31.03.2021; AND WHEREAS, the Second Party gave Two (2) Cheques to the First Party. The First Party presented the First Cheque bearing Cheque No 189281 dated 03.09.2022 Drawn on Union Bank of India, Lodhi Road, New Delhi for an Amount of Rs.20.00 Lacs and upon its presentation the said Cheque got dishonoured and accordingly the First Party filed criminal proceedings by way of Criminal Cases under Section 138 of the Negotiable Instruments Act bearing Criminal Complaint Case No.59144 of 2022 (arising out of P.C.R No. 57630/2022) before the XIV Additional Chief Metropolitan Magistrate, Mayo Hall Unit Bengaluru; - 5 - NC: 2025:KHC:7649 CRL.P No. 2866 of 2024 That the Second Party challenged the Order dated 03.02.2024 passed by the Court of XIV Additional Chief Metropolitan Magistrate, Mayo Hall Unit, Bengaluru, before the Hon'ble High Court of Bangalore, where in the Trial Court proceedings in Criminal Complaint Case No. 59144 of 2022 (arising out of P.C.R No. 57630/2022) pending before the Trial Court were stayed by the Hon'ble High Court of Karnataka at Bengaluru. AND WHEREAS, during the pendency of the Criminal Proceedings, the Parties herein have agreed to resolve the disputes amongst themselves on mutually amicable terms; AND WHEREAS, the present Memorandum of Understanding/Settlement arrived between the parties without any threat, pressure, coercion, undue influence, duress etc. and out of their free will; AND WHEREAS, the parties to this MOU have agreed to settle their inter- se disputes on the following terms and conditions:- NOW THIS MEMORANDUM OF UNDERSTANDING (SETTLEMENT) IS WITNESSETH AS FOLLOWS: 1. LITIGATION: a) That the FIRST PARTY agrees and undertakes to withdraw the Criminal Complaint Case No. 59144 of 2022 (arising out of P.C.R. No. 57630/2022), pending before the XIV Additional Chief Metropolitan Magistrate, Mayo Hall Unit Bengaluru, filed under Section 138 of the Negotiable Instruments Act 1881, against the SECOND PARTY, within a period of Fifteen days, from the date of signing of the present MOU /Settlement. b) That the FIRST PARTY agrees and undertakes to withdraw the Criminal Complaint Case No. 61315 of 2024 arising out of P.C.R No. 54295/2024, pending before the XIV Additional Chief Metropolitan Magistrate, Mayo Hall Unit Bengaluru, filed under Section 138 of Negotiable Instruments Act 1881, against the SECOND PARTY, - 6 - NC: 2025:KHC:7649 CRL.P No. 2866 of 2024 within a period of Fifteen days, from the date of signing of the present MOU/Settlement. c) That the First Party agrees and undertakes to file necessary applications for withdrawal within fifteen days from the signing of the present MOU, before the XIV Additional Chief Metropolitan Magistrate, Mayo Hall Unit Bengaluru, the counsel representing the SECOND PARTY or the SECOND PARTY himself as the case may be, will hand over the Demand Draft for an amount i.e. Rs. 15,02,813/- (Rupees Fifteen Lacs Two Thousand and Eight Hundred and Thirteen only) Demand Draft bearing No. 083297 and dated 17.02.2025 to the FIRST PARTY, before the Learned Trial Court. d) That the SECOND PARTY will withdraw its Criminal Petition No. 2866/2024 pending before the Hon'ble High Court of Bangalore (prior to the withdrawal of Trial Court proceedings) and also within Fifteen days or earlier as the case may be from the date of signing of the present MOU/Settlement Agreement and both the parties agree that the present settlement agreement/MOU will be filed before the Hon'ble High Court of Bangalore. 2. FINANCIAL SETTLEMENT AND MODE OF PAYMENT: a) That FIRST PARTY & SECOND PARTY out of their own good gesture and keeping in view the good relations have agreed that the SECOND PARTY, has agreed to pay a total settlement amount of Rs. 35,02,813/- towards the outstanding balance amount. It is also agreed between the parties that an amount of Rs.20 lacs which has been deposited and paid by the SECOND PARTY in lieu of the Cheque amount involved in the Complaint Case No. 59144 of 2022 (arising out of P.C.R No. 57630 / 2022) pending before the Trial Court, Bengaluru, will be released to the FIRST PARTY and the SECOND PARTY will give its NO OBJECTION and make a statement to that effect before the Court concerned. The total amount agreed to be settled amongst the parties to the present dispute is earmarked as Rs. 35,02,813/- towards the full and final settlement amount. Both the parties have mutually agreed that the amount of Rs. 15,02,813/- - 7 - NC: 2025:KHC:7649 CRL.P No. 2866 of 2024 (Rupees Fifteen Lacs Two Thousand and Eight Hundred and Thirteen only) besides Rs.20 lacs which is lying at the judicial file in Complaint Case No. 59144 of 2022, would be paid by the SECOND PARTY by way of a Demand Draft, in the following manner:- i) Demand Draft no.083297 amounting to Rs. 15,02,813/- dated 17.02.2025 drawn on Union Bank service branch New Delhi. 3. UNDERTAKING BY BOTH THE PARTIES: a) The First Party hereby states and undertakes that the First Party will not institute any proceedings against the Second Party or its Partners in relation to the abovementioned two cheques. The First Party undertakes that it will not file any Complaint/FIR with any Police Station against Mr. Varinder Wadhwa and any of his family members in future and shall withdraw complaints, if any filed (in relation to the cheques mentioned above) or any other cheques issued before in the cheques No. Series of 189000-189999 before the courts at Bangalore or outside Bangalore. The First Party further affirms that upon complete payment of the Settlement amount, there will be no claims against the Second Party in relation to the transaction specified hereinabove. b) The Second Party hereby undertakes to pay a sum of Rs.15,02,813/- through Demand Draft, as mentioned in the foregoing paras, to the Authorised Representative of the First Part as a full & final settlement between the parties. 4. EXPENDITURE: Both parties have agreed and undertake that they will bear their own cost incurred in setting up the present dispute/litigation. 5. UNDERTAKING OF COMPLIANCE: a) That the parties of the Memo of Understanding hereby expressly declare that they have obtained independent legal advise and they are executing this Memo of - 8 - NC: 2025:KHC:7649 CRL.P No. 2866 of 2024 Understanding / Settlement voluntarily, with their free will and without any threat, coercion, fraud or undue influence from any quarter whatsoever. The agreement will be binding on both the parties and the original agreement in duplicate bearing signatures of the party will be kept by each party. b) By signing this Memorandum of Understanding and compliance of, the parties hereto state they have no further claims or demands against each and all the disputes and differences have been amicably settled by the parties. c) That both parties undertake to abide by the terms and conditions set out in the agreement and not to dispute the same hereinafter in future. Further, in case of default of the terms of the MOU, the aggrieved party shall be vested with the right to initiate appropriate legal proceedings against such defaulter. IN WITNESS WHEREOF, the parties have set and subscribed their respective hands, on the date and place first above written.” 4. In view of the aforesaid settlement entered into between the petitioners and respondent, I pass the following: ORDER (i) The petition is disposed of in terms of memorandum of understanding/settlement agreement dated 19.02.2025. (ii) The proceedings in C.C.No.59144/2022 in PCR No.57630/2022 registered for the offences punishable Section 138 of the Negotiable Instruments Act, 1881 pending on the file of XIV - 9 - NC: 2025:KHC:7649 CRL.P No. 2866 of 2024 Additional Chief Metropolitan Magistrate, Mayohall Unit, Bengaluru, insofar as the petitioners is concerned are hereby quashed. (iii) The Trial Court is directed to disburse/release the amount in favour of the respondent in terms of the memorandum of settlement, immediately upon receipt of a copy of this order. (iv) The respondent/complainant is permitted to withdraw the amount deposited by the petitioners/accused before the Trial Court. Sd/- (S.R.KRISHNA KUMAR) JUDGE NG List No.: 3 Sl No.: 4