JUDGMENT H. Baruah, J. 1. This instant application under Section 482 of the Code of Criminal Procedure (hereinafter referred to as the Code) is for quashing the Complaint Case No. 456c of 2004 under Sections272/273/406/418/420/506 of the IPC pending in the Court of the Chief Judicial Magistrate, 1st Class, Karnrup, Guwahati. This Court while issuing notice of motion vide order dated 08.04.2004 stayed all further proceedings of the Complaint Case No. 456c of 2004. 2. We have heard Mr. R.L. Yadav, learned Counsel for the petitioners and also heard Mr. P. Choudhury, learned Counsel for the respondents/opposite parties. 3. For the purpose of appreciating the merit of this application, it would be necessary for this Court to make a survey of the facts that find place in the case record in a nutshell. The petitioner, Prachi Bread Bakers Private Limited is a company having its registered office at Dr. K.N. Road, Naya Bazar, Siliguri, in the State of West Bengal and is a manufacturing company manufactures bread and bakari items having its factory at Matigora, Siliguri. The petitioner company sells its products to neighbouring places such as Kolkata, Sikim, Assam etc. The petitioner company appointed the opposite party, Shree Maa Enterprises, M.S. Road, Fancy Bazar, Guwahati, represented by its proprietor, Shri Monoj Kumar Roy as a consignee agent for the area of Assam and other North Eastern States and to that effect both parties entered into an agreement and executed a deed of agreement on 01.10.2002 in the office of the company at Siliguri. It would be appropriate to mention at this stage that petitioner No. 2 is the Director of petitioner No. 1, Prachi Bread Bakers Private Limited. 4. After the execution of the said agreement, business started between the petitioners and the opposite parties and it was running smoothly. The petitioners started sending its products to the opposite parties as per their requirement till 14.11.2003 but thereafter some dispute arose between the petitioners and the opposite parties, so business between both the parties came to a halt. On 20.11.2003, the opposite parties sent a letter to the petitioners for inspection of some of the items alleged to have been damaged. On 20.11.2003, the opposite parties sent a letter to the petitioners for inspection of some of the items alleged to have been damaged. Thereafter, while some discussions were going on in between the parties in respect of damaged items so sent by the petitioner company, suddenly, the opposite parties on 04.02.2004 with an intention to cause harassment to the petitioners filed a complaint before the Chief Judicial Magistrate, Kamrup, Guwahati, under Sections 420/406/506 of the IPC. The said complaint was, however, forwarded to the Panbazar Police Station for registration of a case and to return the same in a final form. After receipt of the said complaint, a report was submitted on 07.02.2004 by the concerned Police Officer that the place of occurrence does not fall within the jurisdiction of Panbazar Police Station; rather it falls under Siliguri Police Station. Situated thus, the complainant was directed to lodge a complaint at Siliguri. 5. After filing of the first complaint, a second complaint was filed before the Court of learned Chief Judicial Magistrate, Kamrup, Guwahati, which was registered as Complaint Case No. 456/04. In the said complaint case, petitioners were summoned to make their presence available before the Court on 19.03.2004. The petitioners accordingly on the date fixed appeared before the Court and made a representation with a prayer dispensation of their personal appearance under the provisions of Section 205 of the Code. 6. The facts incorporated in the second complaint, which is now sought to be quashed by the petitioners, for the purpose of assessing the merits of this application, need to be placed at this stage. It is alleged in the complaint that the accused petitioners is a Private Limited Company dealing with bakari items having its registered office at Dr. K.N. Road, Siliguri, while complaint respondents is a Consignee Agent of the said company, whose office situates at M.S. Road, Fancy Bazar, Guwahati. The accused/petitioners approached the complainant/opposite parties and induced to be their consignee agent for sale of bakari items in the State of Assam and in the whole of North Eastern States and accordingly they entered into an agreement for promotion of the business of the petitioners/accused. After entering into said agreement, the complainant/opposite parties made security deposit by way of Demand Draft (D.D.) for Rs. 25,000/- and thus became a consignee agent of the petitioners/accused. After entering into said agreement, the complainant/opposite parties made security deposit by way of Demand Draft (D.D.) for Rs. 25,000/- and thus became a consignee agent of the petitioners/accused. Subsequently, the complainant/opposite parties for the purpose of promoting the business in the North Eastern States including Assam deposited a sum of Rs. 1,00,000/- through D.D. in favour of the petitioners company. Having received the Demand Draft of various amounts, the petitioners company started dispatching bakari items to the consignee agent, the complainant/opposite parties for disbursement of the same amongst the sub-agents. During the course of such business, it was discovered that the bakari items received by the consignee agent and sent to different sub-agents for sale turned damaged, which became unfit for human consumption and accordingly the sub-agents had been demanding refund of the money deposited by them to the consignee agent. Being faced with this problem, the complainant/opposite parties requested the petitioners company to make a visit and inspect the damaged bakari items and accordingly persons from the petitioners company came and inspected those damaged items. It is also claimed that the value of the damaged bakari items stood at Rs. 3,45,000/- but in spite of repeated demands/reminders the petitioners company did not care to refund the said amount to the consignee agent, the complainant/opposite parties. It is alleged by the complainant/opposite parties that the petitioners/accused received a sum of Rs. 3,45,000/- against the supply of bakari items, which turned to be damaged, not fit for human consumption and by not refunding the amounts so provided to the petitioners company, the petitioners cheated the complainant/opposite parties and also misappropriated the amounts deposited in their favour. 7. In the complaint it is also alleged that the petitioners company having been failed to refund the amount amounting to Rs. 3,45,000/-, the father of the complainant/opposite parties had been to the office of the petitioners company to get the money back, but he was threatened with dire consequence by the petitioners accused. Further, the petitioners accused also threatened to physically assault him and abused with filthy language. 3,45,000/-, the father of the complainant/opposite parties had been to the office of the petitioners company to get the money back, but he was threatened with dire consequence by the petitioners accused. Further, the petitioners accused also threatened to physically assault him and abused with filthy language. Having filed this complaint before the Court of the learned Chief Judicial Magistrate, Kamrup, Guwahati, the same was made over to the Trial Court, which took cognizance of the offences so alleged after examination of the complaint under the provisions of Section 200 of the Code and issued summons directing the petitioners/accused to make their presence available before the Court on 19.03.2004. 8. Learned counsel, Mr. R.L. Yadav, appearing for and on behalf of the petitioners company strongly canvassed that the allegations made in the second complaint in addition to the other facts and circumstances narrated in the application itself are totally unfounded, reading of which, as a whole, no offence either under Section 420 or under Section 406 of the IPC against the petitioners appear to have made out. It was submitted by him that a composite reading of the facts available in the petition under Section 482 of the Code and in the second complaint prima facie there appears a civil liability as against the petitioners/accused persons and in that view of the matter, the complainant opposite parties can seek redressal before a Civil Court. It was argued by Shri Yadav that both the parties to this proceeding entered into an agreement and the complainant/opposite parties, as per the said agreement, branded as a consignee agent for the promotion of the business of the petitioners company through out the whole North Eastern States including Assam. It was also argued by Shri Yadav that in the agreement there is an incorporation of an arbitration clause, which specifically speaks for that if some disputes arise in between the parties in respect of promotion of the business and sale, disputes can be resolved through arbitration. In view of the said clause if the food items sent for distribution to the consignee agent against the payment of Rs. In view of the said clause if the food items sent for distribution to the consignee agent against the payment of Rs. 3,45,000/- were found to be damaged, unfit for human consumption, the complainant/opposite parties could have approached the Civil Court for a money decree or the matter could have been resolved through arbitration, but the complainant/opposite parties without resorting to such provisions, sought refuse under a complaint against the petitioners accused in order to put the petitioners in trouble and harassment. 9. Shri Yadav also argued that as contended by the complainant/opposite parties in the complaint that it entered into an agreement with the petitioners company due to its approach and inducement is apparently not correct. After the agreement, bakari items were sent to the consignee agent and the business proceeded without any disturbance. Subsequently, some of the consignment of the bakari items turned to be damaged, which were sent against the amount of Rs. 3,45,000/-. Therefore, the claim of the complainant/opposite parties that it entered into an agreement due to approach and inducement is not correct. At the initial stage i.e. at the time of agreement between the parties, there was no inducement and the complainant opposite party at its own free will entered into such an agreement and became the consignee agent. Shri Yadav, therefore, argued that the facts, which find place in the complaint, do not prima facie make out a case either under Section 420 or under Section 406 of the IPC. 10. In respect of the second part of the allegations that the complainant's father had been threatened by the accused petitioners, it is argued by Shri Yadav that the Court at Guwahati does not have any jurisdiction to try such a related offence since the occurrence allegedly had taken place at Siliguri. 11. Shri Yadav, learned Counsel for the petitioners in the face of the facts and circumstances appearing in the complaint submitted that it do not constitute any offence under the Indian Penal Code or in any other law, rather, it speaks for a case of a purely civil nature. Therefore, Shri Yadav urged this Court to quash the complaint filed by the complainant respondents against the petitioners. 12. Shri P. Choudhury, learned Counsel for the complainant/opposite parties vehemently objected to the submissions so advanced by Shri R.L. Yadav, learned Counsel for the petitioners. Therefore, Shri Yadav urged this Court to quash the complaint filed by the complainant respondents against the petitioners. 12. Shri P. Choudhury, learned Counsel for the complainant/opposite parties vehemently objected to the submissions so advanced by Shri R.L. Yadav, learned Counsel for the petitioners. Shri Choudhury confining to the allegations made in the complaint submitted that at the time of entering into the agreement between the parties, the petitioners had dishonestly induced the complainant/opposite parties to enter into an agreement and become a consignee agent for the purpose of sale of the bakari items produced by the petitioners company and, thus, received a considerable amount of money against the D.D. from time to time, but to materialize the petitioner's mala fide intention started sending of damaged bakari items for distribution against money amongst the sub-agents under the consignee agent. The petitioners despite receipt of an amount amounting to Rs. 3,45,000/- sent through Demand Draft dispatched a consignment of damaged bakari items to the consignee agent for sale amongst the peoples of the North Eastern States. Shri Choudhury, therefore, in view of the facts alleged submitted that the petitioners accused can also be held criminally liable for cheating and misappropriation of the amount. 13. In view of the submissions so advanced by the learned Counsel for both the parties, this Court has carefully gone through all the facts and also the agreement entered into between the parties together with the grounds contented in the petition itself. On careful perusal of the facts it is found that the parties to the proceeding entered into an agreement for promotion of sale of bakari items manufactured by the petitioners Company. The complainant/opposite parties through an agreement became a consignee agent for the purpose of sale of bakari items and were in receipt of bakari items from the petitioners company against payment. 14. While sending those bakari items against payment, those items were found damaged for which complainant/opposite parties, the consignee agent lodged claim for refund of the money amounting to Rs. 3,45,000/- to the petitioners company, but the petitioners company despite repeated requests/demands failed to attend it and ultimately refused to make payment, which had been received by it against dispatch of consignment of bakari items. It is found from the facts as claimed by the complainant/opposite parties that it was induced to enter into an agreement with the petitioners/accused cannot survive. It is found from the facts as claimed by the complainant/opposite parties that it was induced to enter into an agreement with the petitioners/accused cannot survive. From the reading of the facts it is also found that there was no dishonest intention and inducement on the part of the petitioners company while entering into an agreement with the complainant/opposite parties, the consignee agent. The facts in totality give a complete picture of civil liability and not a criminal liability, as alleged by the complainant/respondents, the consignee agent. 15. Shri P. Choudhury, learned Counsel for the complainant/opposite parties, the consignee agent, submitted that the Court while dealing with the petition under Section 482 of the Code must confine to the allegations brought in the complaint itself and not otherwise and the Court should not endeavour to weigh the materials on record in a golden scale as would be required at the time of trial. Shri Choudhury, in support of his contention on this point, relied in the decision reported in a case between Bijoy Kumar Gupta and Ors. v. Assam State Weaving & Manufacturing Company Ltd. reported in (2004) 2 GLR 34. In paragraph 8 of this judgment, this Hon'ble High Court held as under: 8. The State of law with regard to the quashing of a criminal proceeding is well settled. It has been held by the Apex Court as well as this Court on umpteen occasions that when called upon to exercise its powers under Section 482Cr.P.C, the High Court is to take note of the allegations made in complaint and the materials on record as it is and would not endeavour to weigh the materials on record in the golden scales as would be required at the time of trial. If the allegation made in the complaint petition as well as in the initial deposition taken on their face value disclose a cognizance offence, this Court should stay its hands in the matter and allow the Court below to conduct and complete the trial of the proceeding. 16. Reliance is also placed in this context in the decision rendered by this Hon'ble High Court in the case between Tata Elxsi (India) Ltd. and Ors. v. Viswanath Goenka. 17. Shri R.L. Yadav during the course of his argument reliving on the decision in the case between Pratibha Rani v. Suraj Kumar and Anr. 16. Reliance is also placed in this context in the decision rendered by this Hon'ble High Court in the case between Tata Elxsi (India) Ltd. and Ors. v. Viswanath Goenka. 17. Shri R.L. Yadav during the course of his argument reliving on the decision in the case between Pratibha Rani v. Suraj Kumar and Anr. reported in 1985 CriLJ 817 submitted that from the allegations so made, the Court must be prima facie satisfied that the allegations are correct. If the allegations so made or brought in constitute an offence as alleged, the Court should be reluctant to interfere but if the allegations, which do find place in the complaint prima facie do not suggest a constitution of a criminal offence, the Court should be slow in accepting the allegations brought in by way of a complaint. In Paragraph 12 of the said judgment, the Hon'ble Supreme Court held as under: 12. A perusal of the list reveals that so far as the jewellery and clothes, blouses, nighties and gowns are concerned they could be used only by the wife and were her stridhan. By no stretch of imagination could it be said that the ornaments and sarees and other articles mentioned above could also be used by the husband. If, therefore, despite demands these articles were refused to be returned to the wife by the husband and his parents, it amounted to an offence of criminal breach of trust. In mentioning the articles in the list, we have omitted furniture and utensils which though also belonged to the complainant yet there is some room for saying that these were meant for joint use of the husband and wife. 18. Further, Shri Yadav while supporting the application under Section 482 of the Cr.P.C. submitted that a Criminal Court ought not to issue process mechanically on the basis of the complaint rather it should consider all relevant facts and circumstances before resorting to such step. Issuance of process mechanically by the Court on the basis of complaint can be termed as vendetta to harass the accused. It is according to Shri R.L. Yadav that the learned Trial Court failed to assess and gauge the entire facts and circumstances of the case projected by the complainant/opposite parties and mechanically on the allegations took cognizance and issued process. It is according to Shri R.L. Yadav that the learned Trial Court failed to assess and gauge the entire facts and circumstances of the case projected by the complainant/opposite parties and mechanically on the allegations took cognizance and issued process. In support of his contention, Shri R.L. Yadav relied in the case between Punjab National Bank and Ors. v. Surendra Prasad Sinha reported in 1992 CriLJ 2916. In paragraph 5 of the judgment, the Hon'ble Supreme Court held as under: 5. It is also salutary to note that judicial process should not be an instrument of oppression or needless harassment. The complaint was laid impleading the Chairman, the Managing Director of the Bank by name and a host of officers. There lies responsibility and duty on the Magistracy to find whether the concerned accused should be legally responsible for the offence charged for. Only on satisfying that the law casts liability or creates offences against the juristic person or the persons impleaded then only process would be issued. At that stage the Court would be circumspect and judicious in exercising discretion and should take all the relevant facts and circumstances into consideration before issuing process lest it would be an instrument in the hands of the private complaint as vendetta to harass the persons needlessly. Vindication of majesty of justice and maintenance of law and order in the society are the prime objects of criminal justice but it would not be the means to wreak personal vengeance. Considered from any angle we find that the respondent had abused the process and laid complaint against all the appellants without any prima facie case to harass them for vendetta. 19. In support of his Contention in regard to the maintainability the instant criminal proceeding against the petitioners, Shri Yadav, learned Counsel for the petitioners submitted that the facts alleged do suggest a case of breach of contract where civil remedy is available to the complainant/opposite parties, but some times if the allegations brought in disclose a criminal offence, a complaint is not barred and if from the perusal of the facts and circumstances, it is found that a frivolous complaint has been made knowing fully well that only civil remedy is available, the person, who made such a complaint should be held accountable in accordance with law. Shri Yadav confining to the entire facts and circumstances of the case submitted that it "never disclose a criminal offence, rather a civil remedy is available to the complainant respondents. The complainant respondents filed the complaint against the petitioners company to annoy and harass them (petitioners). Shri Yadav in support of his contention relied in the principle enunciated by the Hon'ble Apex Court in the case between Indian Oil Corporation v. NEPC India Ltd. and Ors. reported in AIR 2006 SC 2780 . In paragraph 12 of the judgment, the Hon'ble Supreme Court laid as under: 12. The principle relating to exercise of jurisdiction under Section 482 of the Code of Criminal Procedure to quash complaints and criminal proceedings. To mention a few Madhavrao Jiwajirao Scindia v. Sambhajirao Chandrajirao Angre, State of Haryana v. Bhajan Lal, Rupan Deol Bajaj v. Kanwar Pal Singh Gill, Central Bureau of Investigation v. Duncans Agro Industries Ltd., State of Bihar v. Rajendra Agarwalla, Rajesh Bajaj v. State of NCT of Delhi, Medchi Chemicals & Pharma (P) Ltd. v. Biological E. Ltd. Hridaya Ranjan Prasad Verma v. State of Bihar, M. Krishnan v. Vijay Singh and Zandu Pharmaceutical Works Ltd., v. Mohd. Saraful Haque. 1. 1988 SCC (Cri) 234 2. 1992 SCC (Cri) 426 3. 1995 SCC (Cri) 1059 4. 1996 SCC (Cri) 1045 5. 1996 SCC (Cri) 628 6. 1999 SCC (Cri) 401 7. 2000 SCC (Cri) 615 8. (2000) 4 SCC 168 : 2000 SCC (Cri) 786 9. 2002 SCC (Cri) 19 10. 2005 SCC (Cri) 283 The principles, related to our purpose are: (i) A complaint can be quashed where the allegations made in the complaint, even if they are taken at their face value and accepted in their entirety, do not prima facie constitute any offence or make out the case alleged against the accused. For this purpose, the complaint has to be examined as a whole, but without examining the merits of the allegations. Neither a detailed inquiry nor a meticulous analysis of the material nor an assessment of the reliability or genuineness of the allegations in the complaint is warranted while examining prayer for quashing of a complaint. For this purpose, the complaint has to be examined as a whole, but without examining the merits of the allegations. Neither a detailed inquiry nor a meticulous analysis of the material nor an assessment of the reliability or genuineness of the allegations in the complaint is warranted while examining prayer for quashing of a complaint. (ii) A complaint may be quashed where it is a clear abuse of the process of the Court, as when the criminal proceeding is found to have been initiated with mala fides malice for wreaking vengeance or to cause harm, or where the allegations are absurd and inherently improbable. (iii) The power to quash shall not, however, be used to stifle or scuttle a legitimate prosecution. The power should be used sparingly and with abundant caution. (iv) The complaint is not required to verbatim reproduce the legal ingredients of the offence alleged. If the necessary factual foundation is laid in the complaint, merely on the ground that a few ingredients have not been stated in detail, the proceedings should not be quashed. Quashing of the complaint is warranted only where the complaint is so bereft of even the basic facts which are absolutely necessary for making out the offence. (v) A given set of facts may make out: (a) purely a civil wrong; or (b) purely a criminal offence; or (c) a civil wrong as also a criminal offence. A commercial transaction or a contractual dispute, a part from furnishing a cause of action for seeking remedy in civil law, may also involve a criminal offence. As the nature and scope of a civil proceeding are different from a criminal proceeding, the mere fact that the complaint relates to a commercial transaction or breach of contract, for which a civil remedy is available or has been availed, is not by itself a ground to quash the criminal proceedings. The test is whether the allegations in the complaint disclose a criminal offence or not. 20. In view of the facts appearing in the face of the records and the law laid down by the Apex Court and the High Court, this Court does not find any ground to adhere to the submissions advanced by Shri P. Choudhury, learned Counsel for the complainant/opposite parties, the allegations disclose constitution a criminal offence against the petitioners/accused. 21. 20. In view of the facts appearing in the face of the records and the law laid down by the Apex Court and the High Court, this Court does not find any ground to adhere to the submissions advanced by Shri P. Choudhury, learned Counsel for the complainant/opposite parties, the allegations disclose constitution a criminal offence against the petitioners/accused. 21. Situated thus, I am of the opinion that the allegations, which find place in the complaint, do not prima facie constitute a criminal offence/offences against the petitioners. The complaint filed by the complainant/opposite parties and all its subsequent proceedings deserved to be quashed and it is accordingly done. This revision is accordingly allowed. Send back the L.C.Rs. Petition allowed