Judgment A.K. Bhattacharya, J. 1. THE petitioners in this case are employees of the Gramophone Co. of India Ltd., who have filed this Revision Petition under Section 401 read with Section 482 of the Code of Criminal Procedure for quashing a criminal proceeding started against them by the O.P. No.1 Dilip Pal as the authorized representative of M/s. Dipti Pal Production in the Metropolitan Magistrates Court under Section 420 and 420/ 120B of the Indian Penal Code. 2. IT appears that M/s. Dipti Pal Production had entered into two separate Agreements with the Gramophone Co. of India Ltd., transferring the copyright, performing right and all other right, title and interest in and to the literary, dramatic and musical works including all rights of publication, sound, television broadcasting etc., embodied in two films of the said production named Parabat Priya; and Anurager Chhoa on-the terms and conditions set forth in the Agreements. Both the agreements were in the set printed forms of the Gramophone Co. of India Ltd. and they contained terms regarding the payment of royalty at specified rates. The Opposite Party No.1 has since filed a petition of complaint before thy Chief Metropolitan Magistrate, Calcutta against the revision petitioner alleging that although both the feature films and their songs were super hit in the market, the Gramophone Co. of India Ltd. did not pay the stipulated royalty nor did it send the account of sale of the records, cassettes etc. at stated intervals as agreed to between the parties. The complainant specifically referred to the feature film Anurager Chhoa and complained that the Gramophone Co. had cheated the complainant Production by inducing it to transfer the copyright of the film fraudulently. The Learned C.M.M.-in charge took cognizance of the offences u/s. 420, 420/120B, I.P.C. on the basis of the petition of complaint and transferred the case to the 11th Court of Metropolitan Magistrate who after examining the complainant and the witnesses issued summons upon the accused persons under the aforesaid sections of the Indian Penal Code. Neither the complainant Opposite Party nor the State of West Bengal who were served with notices has appeared to contest the petition. 3. ON behalf of the petitioner Mr. Biswanath Sanyal submits that there were written concluded contracts between the parties which emphatically show that the dispute is of a civil nature and that there is no criminal element in it. 3. ON behalf of the petitioner Mr. Biswanath Sanyal submits that there were written concluded contracts between the parties which emphatically show that the dispute is of a civil nature and that there is no criminal element in it. He also argues that there being no ingredient of fraud or deception in the action of the party, no criminal proceeding can be started on the basis of the petition of complaint. His further submission is that the Metropolitan Magistrate in charge having not been delegated the power of the Chief Metropolitan Magistrate could not exercise any power of transfer of the case under Section 192 of the Criminal Procedure Code. 4. ANNEXURE D are the two agreements executed between the parties. Both the agreements are in standard printed forms and prima facie they create civil liability. A transaction of civil nature may, however, create criminal liability provided ingredients for a criminal offence are present. Now, in an offence under section 420, I.P.C. there must be cheating first and the accused by such cheating shall induce the person deceived to deliver any property to any person. A cheating is committed when the accused by deceiving any person fraudulently or dishonestly induces the person so deceived to deliver any property to any person. A person docs an act dishonestly when he does anything with the intention of causing wrongful gain in one person or wrongful loss in another person. Adverting to the facts alleged in the petition of complaint do they disclose any intention of causing wrongful gain to the accused persons or wrongful loss to the complainant? Prima facie they do not. ANNEXURE B. and ANNEXURE 'C' show the correspondence between the parties regarding the submission of outstanding royalty statements. No allegation of dishonesty or fraud has been made in these correspondence. The correspondence also show that outstanding statements have been delivered from time to time. If there is any default in this regard it can best be termed as a breach of agreement, butsh9rn of any ingredient of fraud or dishonesty the same cannot certainly be construed as creating an offence of cheating. In an offence under section 420, I.P.C. the intention of acting dishonestly is the most essential ingredient. A breach of contract differs from the offence of cheating solely on the intention of the accused when the alleged inducement to part with the property is made. In an offence under section 420, I.P.C. the intention of acting dishonestly is the most essential ingredient. A breach of contract differs from the offence of cheating solely on the intention of the accused when the alleged inducement to part with the property is made. If he intended to defraud which can be ascertained from his sub-sequent conduct, an apparent civil liability may be converted to a criminal offence. Thus if a person borrows money with the stipulation that he would repay tire same on agreed terms, it would be a breach of contract if he fails to pay the money back in terms of the agreement. But the same act may create an offence of cheating if the borrower wanted to deceive the person having no intention to repay the money and the lender was dishonestly induced to lend the money on the false assurance of repayment. The petition of complaint here does not disclose any intention of deceiving the complainant and hence a criminal prosecution u/s. 420, I.P.C. was actually an abuse of the process of court. 5. THE question is if in such circumstances the High Court would be justified to quash the relevant criminal proceeding without allowing it to proceed to its protracted destination. Mr. Sanyal has cited a recent decision of this Court reported in Pranotosh Chilkravarty v. Manoj Kumar Chakravarty1, wherein a criminal proceeding on a similar accusation was ordered to be quashed in exercise, on the inherent power of the High Court under Section 482 of the Criminal Procedure Code. In paragraph 23 of his judgment Mr. Justice J.N. Hore quoted the following observations of the Supreme Court made in Mrs. Dhanalakshmi v. R. Prasanna Kumar and others, in support of his action. Section 482 of the Code of Criminal Procedure empowers the High Court to exercise its inherent powers to prevent abuse of process of court. In proceedings instituted on complaint exercises of power to quash the proceeding is called for only in cases where the complaint does not disclose any offence or is frivolous, vexatious or oppressive. If the allegations set out in the complaint do not constitute the offence of which cognizance is Liken by-the Magistrate. it is open 10 the High Court to quash the same in exercise of the inherent powers under See ion 482. If the allegations set out in the complaint do not constitute the offence of which cognizance is Liken by-the Magistrate. it is open 10 the High Court to quash the same in exercise of the inherent powers under See ion 482. It is, however, not necessary that there should be a meticulous analysis of the case before the trial to find out whether the case would end in conviction or not. THE complaint has to be read as a whole. If it appears on a consideration of the allegations, in the light of the statement on oath of the complainant that ingredients of the offence/offences arc disclosed and there is no material to show that the complaint is mala fide frivolous vexatious, in that vent there would be no justification for interference by the High Court. 6. IN the instant case on a perusal of the petition of complaint and the other papers I find that there is no prima facie material that the accused petitioner had any intention of deceiving the complainant while executing the agreement. It would, therefore, be an abuse of the process of court to allow the criminal case to proceed. More so, when the complainant has an alternative remedy in the civil court for alleged breach of contract, the dispute being essentially of civil nature. I refrain from giving any views on the submission that the relevant Metropolitan Magistrate in charge of the Chief Metropolitan Magistrate had no authority to transfer the case u/s. 192 of the Criminal Procedure Code as there are no papers before me to examine the point raised. 7. IN the result this revisional application is allowed. The impugned criminal proceeding is hereby quashed. The accused be discharged forthwith from the bail bond. Revision allowed.