JUDGMENT Debiprasad Sengupta, J.: This revisional application is for quashing of a proceeding being Case No.C/178 of 1998 under sections 120B/420/406/34 of the Indian Penal Code now pending in the court of learned Sub-Divisional Judicial Magistrate, Kalyani, Nadia. 2. The aforesaid proceeding was initiated before the Sub-Divisional Judicial Magistrate, Kalyani on the basis of a petition of complaint lodged by the opposite party No.2. Present petitioner No.2 is the Managing Director and President of Knoll Pharmaceuticals Ltd. (formerly known as Boots (India) Ltd.) and the other petitioners are the Vice Presidents of the said Company. In the petition of complaint it was alleged that the opposite party No.2 joined the company namely, Boots (India) Ltd. (now known as Knoll Pharmaceuticals Ltd.) in the year 1973 as a Sales-Representative and left the company in 1985; subsequently in 1986 he rejoined the said company as Regional Sales Manager; in April, 1996 the company's management gave a direction to the complainant/opposite party No.2 to sell a huge quantity of a particular product, which he refused to do. As a result the company's management became enraged and the opposite party No.2 was transferred to Delhi. On or about 2nd/3rd May, 1997 the opposite party No.2 was given a letter dated 11th April, 1997 stating that he was not discharging his duties properly. Ultimately on 5th June, 1997 the services of the opposite party No.2 was terminated. In the letter of termination it was assured by the company that his terminal benefits would be paid by 30.9.97 and he would be allowed to stay in the company's flat in Delhi till such time. Thereafter the petitioner No.1 by a letter dated 4.9.97 intimated the opposite party No.2 that they would pay his terminal dues and requested him to sign the pre-receipts and vouchers. On receipt of such letter the opposite party No.2 by a letter dated 19.9.97 pointed out that there were some arithmetical mistakes in the pre-receipts and he asked the company to check its calculations. Thereafter the company released the Provident Fund of the opposite party No.2 to the tune of Rs. 3,33,471/- but the other terminal benefits were not paid. It was further alleged that the opposite party No.2 thereafter served a notice upon the company on 9.4.98 claiming a sum of Rs. 47,845=96 as terminal benefits. Thereafter the company released the Provident Fund of the opposite party No.2 to the tune of Rs. 3,33,471/- but the other terminal benefits were not paid. It was further alleged that the opposite party No.2 thereafter served a notice upon the company on 9.4.98 claiming a sum of Rs. 47,845=96 as terminal benefits. It was alleged that thereafter by a letter dated 23.6.98 the lawyer of the opposite party No.2 called upon the company to pay his terminal dues by 30.6.98. But inspite of receiving such notice the petitioners have failed to pay the said sum of Rs. 47,845=96 and hence committed an offence punishable under .sections 120B/420/406/34 of the Indian Penal Code. 3. On receipt of the petition of complaint as aforesaid the learned Sub-Divisional Judicial Magistrate took cognizance of the offence and after examining the complainant and his witness issued process against present petitioners. 4. Mr. Pradip Ghosh, learned Advocate appearing for the petitioners submits that the allegations made in the petition of complaint even if believed to be true, clearly indicates an error in arithmetical calculation relating to the payment of terminal dues and such allegations do not make out any offence of cheating or criminal breach of trust. Mr. Ghosh further submits that the company has paid a sum of Rs. 77,668/- as salary in lieu of notice on the date of his termination itself, i.e., on 5.6.97. It is also an admitted fact that subsequently a sum of Rs. 3,33,471/- was also paid to the opposite party No.2 as Provident Fund dues. Mr. Ghosh further submits that it is patently absurd and improbable that company, which has already paid over Rs. 4 lacs to the opposite party No.2 as his retirement benefits, would wrongfully withhold and misappropriate an amount of Rs. 47,845.96. Mr. Ghosh submits that having received the lawyers notice from the opposite party No.2 the company immediately clarified the entire arithmetical calculation and informed the complainant that a sum of Rs. 33,541.08 was due and payable to him. The company also sent a revised statement of account of the opposite party No.2 and also a Bank Draft bearing No.218095 dated 13.7.98 amounting Rs. 33,541.08 drawn on Canara Bank, Calcutta. But the complainant returned the said demand draft on the ground that the calculations made by the company were incorrect. Mr. 33,541.08 was due and payable to him. The company also sent a revised statement of account of the opposite party No.2 and also a Bank Draft bearing No.218095 dated 13.7.98 amounting Rs. 33,541.08 drawn on Canara Bank, Calcutta. But the complainant returned the said demand draft on the ground that the calculations made by the company were incorrect. Mr. Ghosh finally submits that the dispute between the parties is purely a civil dispute relating to settlement of accounts and the allegations made in the complaint do not make out any offence punishable under section 406 or 420 of the Indian Penal Code. 5. Mr. S.S. Roy, learned Advocate appearing for the complainant/opposite party No.2 submits that the allegations made in the petition of complaint clearly make out offences under sections 406 and 420 of the Indian Penal Code. He submits further that the learned Magistrate rightly issued process on consideration of the facts and circumstances of the case and materials placed before him and such this court should not quash the proceeding at this initial stage. 6. I have carefully gone through the petition of complaint, the initial deposition and other connected papers relating to this case. In my considered opinion the petition of complaint does not make out any offence of cheating or criminal breach of trust. The essential ingredients of offence under section 420 I.P.C. are deceit, i.e., dishonest or fraudulent representation by the accused and secondly, inducement, i.e., the person so deceived to part with some property. Such essential ingredients of cheating are totally absent in the petition of complaint and in initial deposition of the witness. On the contrary, it becomes evident from the petition of complaint that the complainant has already received the payments of Rs. 77,668/- and Rs. 3,33,471/- towards his terminal dues and Provident Fund dues from the company. It is patently absurd and inherently improbable to believe that the petitioners, who have already made payment of more than Rs. 4 lakhs to the complainant as his terminal dues, will wrongfully withhold or misappropriate a small amount of his terminal dues to the tune of Rs. 47,845/- as claimed by the complainant. Had there been any criminal intention of the present petitioners, certainly they would not have paid the major portion of the dues amounting more than Rs. 4 lakhs to the complainant. 47,845/- as claimed by the complainant. Had there been any criminal intention of the present petitioners, certainly they would not have paid the major portion of the dues amounting more than Rs. 4 lakhs to the complainant. Apart from that the complainant was offered a demand draft of Rs. 33,541.08 by the petitioners, but the same was refused by him on a plea that the calculation of dues .made by the company was not correct. In my considered view the dispute between the parties is purely a civil dispute relating to the settlement of accounts and the allegations do not make out any offence punishable under section 420 of the Indian Penal Code. As regards the allegation of committing offence under section 406 of the Indian Penal Code, the ingredients of an offence under section 406 I.P.C. are totally absent in the petition of complaint and initial deposition of the witness. To constitute an offence of criminal breach of trust there must be dishonest misappropriation of the property by the person with .whom confidence is placed as to management and custody of the property in respect of which breach of trust is charged. There must be entrustment; there must be misappropriation or conversion of the property to one's own use and thirdly the misappropriation and conversion must be with a dishonest intention. In the present case the only dispute is relating to settlement of accounts in respect of an amount of Rs.47,845/- as claimed by the complainant, although major portion of the dues amounting to more than Rs. 4 lakhs has been received by the complainant from the present petitioners. For the reasons stated above I hold that there is absolutely no material to constitute an offence of criminal breach of trust under section 406 of the Indian Penal Code in the present case. 7. I am of the opinion that the necessary ingredients of any of the offences alleged have not been made out in the present case and continuation of the instant proceeding against the present petitioners will be an abuse of the process of the court. In the result the revisional application succeeds and the same is allowed. The impugned proceeding being Case No. C/178 of 1998 in the court of learned Sub-Divisional Judicial Magistrate, Kalyani, Nadia, is hereby quashed. Revision allowed and impugned proceeding quashed.