Judgment :- (1.) HEARD learned Advocate for the petitioner and the learned Advocate for the State. (2.) THE revisional application under Section 482 of the Code of Criminal Procedure is directed to quash the investigation in connection with C. G. R. No. 1388 of 2007 now pending before the Id. Chief Judicial Magistrate, Alipore, South 24-Parganas. (3.) THE opposite party herein filed a petition of complaint before the Id. Chief Judicial Magistrate, Alipore. Learned Magistrate passed an order in terms of Section 156 (3) of the Code of Criminal Procedure directing the Officer-in-Charge of Bhowanipore P. S. to register a case and initiate investigation treating the complaint as F. I. R. In the revisional application the petitioner has taken many grounds but the only question before this Court is whether the F. I. R. disclosed any commission of offence. The informant who is the complainant before the learned Court below has stated in the F. I. R. that the company deals with various automobiles, both commercial and passenger, and they are dealers under various companies. The company became the authorized dealer of M/s. Hero Motors Ltd. The company took delivery of Hero brand motor-cycles of different models and spare parts upon full payment. It is stated that the pre-condition of dealership for marketing of the products would be made by the accused company and the petitioner company should provide their expert man-power and other incidental resources. The accused company did nothing about marketing by using mass media or otherwise and as a consequence thereof, 18 number of products along with spare parts valued at Rs. 40,000/- duly procured by the petitioner could not be sold out. There was number of correspondence between the informant with the company. It is alleged that the petitioner company gave ultimatum to liquidate the stocks which the accused company dishonestly induced the complainant to transfer 19 piece of motor-cycles to their Midnapore dealer and the person from Midnapore dealer came in respect of the said motor-cycles expressed their desire to take delivery of 11 thereof at throwaway prices. The accused company assured the petitioner company that the Midnapore dealer will pay directly 50% of the total amount through PDC at 90 days from the date of billing but surprisingly the accused company denied the responsibility of payment. The accused company assured the petitioner company that the Midnapore dealer will pay directly 50% of the total amount through PDC at 90 days from the date of billing but surprisingly the accused company denied the responsibility of payment. (4.) IT is the contention in the F. I. R. that the accused company induced the petitioner company to take delivery of the two-wheelers from then against payment taking responsibility of marketing their product but did not take any initiative to that extent. (5.) ROUGHLY on these grievances as mentioned above, a case under Section 406/34 of the Indian Penal Code said to have been made out against 10 accused persons including the company. The other accused persons are stated to be the Chairman, the Director, the Managing Director and the office bearers of the said company, which is M/s. Hero Motors Company. Ltd. (6.) A bare perusal of the petition of complaint will show that during the course of regular commercial transaction the informant who is representing the petitioner company received certain number of motor-cycles for marketing the same. So, initial receipt of the articles even on payment of money on the basis of regular commercial transaction entered between the parties. Admittedly, M/s. Hero Motors Company Ltd. is the manufacturer of the motor-cycles and it is not disputed that the petitioner company is the dealer. In the F. I. R. a case under Section 406 of the Indian Penal Code is made out against the accused persons. The offence under criminal breach of trust is defined in Section 405 of the Indian Penal code. The relevant portion of the said section is reproduced below : 405. Criminal Breach of Trust.-Whoever, being in any manner entrusted with property, or with any dominion over property, dishonestly misappropriates or converts to his own use that property, or dishonestly uses or disposes of that property in violation of any direction of law prescribing the mode in which such trust is to be discharged, or of any legal contract, express or implied, which he has made touching the discharge of such trust, or willfully suffers any other person so to do, commits criminal breach of trust. (7.) IN order to constitute an offence of criminal breach of trust, two essential ingredients will be required. The first is entrustment of the property and the second is dishonest misappropriation thereof. (7.) IN order to constitute an offence of criminal breach of trust, two essential ingredients will be required. The first is entrustment of the property and the second is dishonest misappropriation thereof. On perusal of the F.I.R. it is evident that the motorcycles supplied by the accused company were received by the petitioner during regular course of business on certain terms and conditions. The motor-cycles could not be sold or as stated in the F.I.R., some of the motor-cycles were sold at throw away prices. The petitioner company in its capacity as dealer received supply of motor-cycles on payment of considerations. So, it is evident that a regular agreement was entered between the parties and in terms of the said agreement the petitioner company as dealer received the motor-cycles. At this stage, there cannot be any element to constitute an offence of criminal breach of trust within the meaning of Section 405 of the Indian Penal Code. On scrutiny of the F. I. R. it appears that the petitioner company is mainly aggrieved that the motor cycles could not be sold at the expected price due to certain alleged omission or commission on the part of the accused company. Such act of omission or commission happens to be that the accused company did not take any step for mass media and due to non-interference on the part of the accused company the petitioner have sold some motor-cycles at throw away prices. In spite of repeated quarries the learned Advocate for the private opposite. party failed to highlight any of the ingredients from the recital in F. I. R. to constitute any offence within the four-corners of the Indian Penal Code, not to speak of offence of criminal breach of trust. The learned Advocate for the State was also similarly questioned by this Court as to how any offence can be said to have been committed as per the recital in the F. I. R. Mr. Chatterjee, Id. Advocate for the State failed to highlight any ingredient of offence as disclosed in the F. I. R. or available in the case diary to attract the provision of Section 406 of the Indian Penal Code. Chatterjee, Id. Advocate for the State failed to highlight any ingredient of offence as disclosed in the F. I. R. or available in the case diary to attract the provision of Section 406 of the Indian Penal Code. (8.) IT may be pointed out in this context that now-a-days a trend has been noticed that when a party is aggrieved by any commercial transaction, a criminal case is instituted only to brow-beat the other side to come to a settlement. So far as the present case is concerned, in the formal F. I. R. it has been stated that a sum of Rupees eight lakhs has been stolen or involved in this case. The said amount is paid by the petitioner company as consideration to receive the motor-cycles. The element of theft or misappropriation or breach of trust would be totally absent in such cases of commercial transaction. It is most unfortunate that a criminal case is instituted even though the petition of complaint which was lodged before the learned Chief Judicial Magistrate, Alipore did not disclose commission of any offence within the purview of the Indian Penal Code. It would have been appreciated if the Id. Court below before passing any direction under Section 156 (3) of the Code of Criminal Procedure considered the recital in the petition of complaint and should have taken appropriate action under law. (9.) COMING back to the revisional application, I am of the view that as the F. I. R. does not disclose any offence, further continuation of the investigation so far as the petitioner is concerned shall be an abuse of the process of the Court as such investigation in connection with Bhowanipore P. S. Case No. 135 of 2007 dated 6. 5. 07 is hereby quashed so far as the petitioner is concerned. (10) THERE will be no order as to costs. (11.) THE case diary be returned.