D. P. BUCH, J. ( 1 ) THIS is an application by the applicants above named under section 482 of the Code of Criminal Procedure, 1973 (for short, the Code), for quashing and setting aside a private criminal complaint No. 1111/95 filed and pending before the learned Judicial Magistrate First Class, Vadodara for offences punishable under sections 420, 406, 418 and 422 read with section 114 of IPC. The contesting respondent has filed the aforesaid complaint stating that the contesting respondent is the Regional Manager of Vadodara Branch Office of the Bombay Intelligence Security India Pvt. Ltd. which has been registered as a company under the Companies Act, 1956. That the petitioners herein are the officers of the Gujarat Industrial Development Corporation. The respondent also alleged that the petitioners herein had contacted the respondent stating that the petitioners required security services for Panoli Estate of the GIDC and, therefore, a contract was entered into between the two and accordingly the contesting respondent had rendered services for security to the petitioners Corporation. That according to the terms and conditions of the said contract, the petitioners were required to pay to the contesting respondent an amount of Rs. 25,000. 00 every month on or before 10th of every month. That the contesting respondent actually rendered service and, therefore, he requested the petitioners to pay Rs. 50,000. 00 being the amount of service contract for the period of two months. That at that stage, accused no. 5 - Shri Patel, Executive Engineer, GIDC, Ankleshwar had told the contesting respondent that if the petitioners desired to get the amount of bill then in that event, the contesting respondent would be required to pay commission of 5%. That thereby the said accused demanded bribe of the said amount from the contesting respondent. That the contesting respondent was not agreeable to pay the said amount of bribe. That therefore, the petitioners herein wrongly and illegally deducted the amount in question from the bill of the contesting respondent. That despite the repeated demands, the said amount has not been paid to the contesting respondent and, therefore, the complaint has been filed before the above court stating that by not making the payment of the said amount, the petitioner has committed the aforesaid offences. It seems that the services were provided in the year 1991 and the complaint was filed on 21. 3. 1995. It seems that the services were provided in the year 1991 and the complaint was filed on 21. 3. 1995. After receiving the complaint, the learned Magistrate directed that the complaint be registered for offence punishable under section 420 read with section 114 of IPC and directed that summons be issued against the petitioners and other accused persons returnable on 19. 4. 1995. Feeling aggrieved by the aforesaid order of the learned Magistrate, the petitioners herein have preferred this application before this Court. ( 2 ) IT has been mainly contended here that the learned Magistrate has mechanically registered the complaint without following due process of law. That even the verification was not taken before taking cognizance of the offences. That the respondent herein actually desires to settle the civil disputes in the criminal court by getting the process issued. That no offence has been made out for the offence alleged in the complaint. That therefore, the issuance of process against the petitioners is illegal and deserves to be quashed and set aside. The applicants have, therefore, prayed that the present application be allowed and the aforesaid complaint be quashed and set aside. ( 3 ) ON receipt of the application, notice was issued at the first instance. Rule was issued thereafter. Mr S P Hasurkar, learned Advocate has appeared for the contesting respondent-original complainant whereas learned APP, Mr A J Desai has appeared for the State. I have heard the learned Advocates for the parties and have perused the papers. Mr Y F Mehta, learned Advocate appearing for the petitioners has heavily attacked the complaint stating that the respondent has filed the aforesaid complaint when the civil suit had already barred by law of limitation. It is also contended by him that there is simply a civil dispute between the parties for the non-payment of service charge as per the contract and there is no element of criminal offence and, therefore, the complaint is required to be quashed. On the other hand, Mr S P Hasurkar, learned Advocate for the contesting respondent-original complainant has also argued that the petitioners wanted some bribe and, therefore, they have deducted the amount in question without following due process. Learned Advocate for the contesting respondent has also argued that as per the contract between the parties, the petitioners were required to file FIR in a case of theft. Learned Advocate for the contesting respondent has also argued that as per the contract between the parties, the petitioners were required to file FIR in a case of theft. That this has not been done and, therefore, the deduction is illegal. On the other hand, learned advocate for the petitioner has also argued that there was a theft committed at the premises which was under the security contract and it was communicated to the contesting respondent. There is no dispute that there was some exchange of notice between the parties before the complaint was filed. This means that the contesting respondent was very well in know of the fact that the amount in question was deducted from the bills of the contesting respondent by the petitioners on account of some theft said to have been committed in the premises of the GIDC covered under the security contract with the contesting respondent. It seems that the said aspect is totally absent in the complaint of the contesting respondent as well as in oral verification that some FIR was filed for the aforesaid theft. Even according to the case of the petitioners, it has also been stated there that the petitioners had filed FIR for the said theft. It has also not been stated in the complaint or verification that the amount in question has been deducted because of the said theft. It is also not stated in the complaint or verification, that this was done, according to the petitioners, in accordance with the terms and conditions of the contract. It is very clear that the fact of deduction was made known to the contesting respondent. It is also not much in dispute that in exchange of the notices, the aforesaid facts were conveyed to the respondent. However, the respondent has not narrated those facats in the complaint or in the oral verification on oath before the trial court. Any way, the fact remains that according to the case of the petitioners, deductions were made on account of the theft and for that FIR has been filed and on account of the theft and FIR, the petitioners were entitled to deduct the amount in question from the pay bills of the contesting respondent. This means that there is civil dispute between the parties with respect to the deductionsin question. This means that there is civil dispute between the parties with respect to the deductionsin question. It is also required to be seen that the ingredients of the offence punishable under section 406 and 420 of IPC are not present in the complaint itself as per the arguments of the learned advocate for the petitioner. ( 4 ) MR S P Hasurkar, learned Advocate appearing for the contesting respondent has heavily attacked the present application stating that the powers conferred by section 482 of the Code should not be lightly invoked and exercised. He also argues that such power must be exercised sparingly and in exceptional cases. He also states that even when civil dispute exists between the parties, criminal complaint cannot be quashed inxercise of powers under section 482 of the Code. It is also his argument that there may be simultaneous issues and disputes between the parties both of civil and criminal sides and, therefore, both the courts should be at liberty to proceed with the matters pending with them. ( 5 ) THE above argument is not totally out of way and it cannot be said that there is no force in the said argument advanced by Mr Hasurkar, learned Advocate for the contesting respondent. Moreover, in support of his argument, he has relied upon a decision in the case of Medchl Chemicals and Pharma (P) Ltd. v. Biological E Ltd. and Ors, reported in (2000) 3 SCC 269 . There it has been laid down that while exercising the power under section 482 of the Code, the complaint has to be examined as a whole without going into the merits of the allegations made therein. If a prima facie case is made out disclosing the ingredients of the offence alleged against the accused, Court should not quash the complaint. At the same time, if the allegations do not constitute any offence as alleged and appear to be patently absurd and improbable, the Court should not hesitate to quash the complaint. It is further observed that mere fact that the offence was committed during the course of a commercial transaction by itself is not sufficient to quash the complaint. It is also observed that for quashing the complaint, the Court has to see whether on the fact situation civic profile outweighs the criminal outfit. It is further observed that mere fact that the offence was committed during the course of a commercial transaction by itself is not sufficient to quash the complaint. It is also observed that for quashing the complaint, the Court has to see whether on the fact situation civic profile outweighs the criminal outfit. There is no dispute about the aforesaid argument and the principles laid down in the judgment cited by the learned Advocate for the respondent and referred to hereinabove. ( 6 ) IN the present case, we find that there is at the best a civil dispute between the parties. The fact of deduction is not in dispute. The contesting respondent claims it to be a cheating ora criminal misappropriation. The petitioners call it a civil dispute. Admittedly, there was a caontracat between the parties. According to the said contract, the petitioners could make deductions in case of theft taking place in the premises on filing FIR. As per the case of the petitioners, a theft took place, FIR was lodged and the facat was conveyed to the contesting respondent. There was exchange of notaices on the issue between the parties before the complaint was filed by the contesting respondents. These facts are not present in his complaint. Had these facts been disclosed in the complaint, the learned Magistrate, probably, would not have registered the complaint and issued process. These facts clearly lead us to form an opinion thata civil dispute out-weighs criminal ingredients. ( 7 ) AT the same time, in the present case, we find that the security services were rendered by the contesting respondent to the Corporation in which the petitioners were officials. It is their case that the GIDC has suffered loss on accouant of a theft committed in the premises and hence deductions were made in accordance with the cntract between the parties. The said fact was communicated to the petitioners also and there is no dispute about the same. However, though the said theft took place in 1991, the present complaint was filed after three years. Mere late filing of FIR/complaint may not require this court to quash the complaint but at the same time, looking to the civil dispute between the parties which discloses no criminality, the complaint has to be quashed. However, though the said theft took place in 1991, the present complaint was filed after three years. Mere late filing of FIR/complaint may not require this court to quash the complaint but at the same time, looking to the civil dispute between the parties which discloses no criminality, the complaint has to be quashed. On this aspect of the case, it would be relevant to refer to a decision in the case of Trilok Singh and Ors. v. Satya Deo There it was a case of hire purchase and the purchaser had launched criminal prosecution since the seller had seized the truck on account of default in making payment of the instalments of the purchase. The Honble Supreme Court found that the dispute raised was purely of civil nature and criminal proceedings initiated was an abuse of process of court and it deserves to be quashed. ( 8 ) ANOTHER decision in the case of K G Nimaksari and Anr. v. State of Gujarat, reported in 1996 (2) GLH (U. J.) 33 has been rendered by this Court. There it was noticed that there was existence of disputes between the parties over the accounts for the goods sold and claim for commission. On facts it was found that the real disputes between the parties was civil dispute and the complainant tried to abuse the process of law and therefore, the proceedings were ordered to be quashed. ( 9 ) ONE more decision in the case of Alpic Finance Ltd. v. P Sadasivan and Anr. reported in (2001) 3 SCC 513 can also be taken into account. There it has been laid down that simply because remedy by way of civil disputes is available, it would not be an impediment in maintaining a criminal complaint provided the complaint discloses the ingredients of the offences alleged. It is also observed in it that in transaction involving passing of valuable properties between the parties, the aggrieved party may sue for damages and also file a complaint against the wrongdoer for criminal breach of trust or cheating. At the same time, the complaint must disclose essential ingredients of the offence. It is also observed in it that in transaction involving passing of valuable properties between the parties, the aggrieved party may sue for damages and also file a complaint against the wrongdoer for criminal breach of trust or cheating. At the same time, the complaint must disclose essential ingredients of the offence. In that case the default was made by the respondent in payment of instalment by way of repayment of loan advanced by the appellant under a lease agreement between the parties for the purchase of some articles and the complaint was filed by the appellant alleging commission of offence under Section 420 of IPC by respondents. It was held on facts that the complaint does not disclose the element of deception or fraud or wilful misrepresentation in the entire transaction. Therefore, the complaint was found to be liable to be quashed. ( 10 ) IN the present case, it is noticed that there was a service contract between the parties. The contract was with the corporation and not with the petitioners themselves in their individual capacity. It is noticed that petitioners No. 1 and 2 are no more officials at present and complaint has not been filed against the GIDC. The amount deducted did not go to the pockets of the present petitioners, but it remained with the Corporation. The petitioners herein are not beneficiaries to the said deductions. On going through the complaint filed by the contesting respondent, it appears that the said complaint does not disclose any element of deception or fraud or dishonest inducement. There is no wilful misrepresentation in the transaction made by the petitioners to the contesting respondent. In that view of the matter, neither offence of cheating nor offence of criminal misppropriation can be said to have been made out even prima facie on a bare perusal of the complaint. In the case of Hridaya Ranjan Prasad Verma and Ors. v. State of Bihar and Anr. , reported in (2000) 4 SCC 168 , with respect to the principles governing the exercise of powers under section 482 of the Code, it has been clearly mentioned that the word cheating has been defined in section 415 of IPC and on going through the said definition, it clearly transpires that there must be fraudulent or dishonest inducement with respect to a person who may have been deceived to deliver any property to any person. In any case, either of the two ingredients must exist for proceeding ahead with a complaint alleging offence of cheating. In the present case, we find that the ingredients of the offence have not been made out even prima facie. Therefore, this is a fit case wherein this court should exercise inherent jurisdiction and power under section 482 of the Code. ( 11 ) FOR the foregoing reasons, this application is allowed. The complaint filed by the contesting respondent being Criminal Case No. 1111/95 before the learned Chief Judicial Magistrate, Vadodara against the petitioners is ordered to be quashed qua the petitioner only. Rule is made absolute to the aforesaid extent. .