ORDER S.C. Sinho, J. 1. The applicants have filed this petition under Section 482 of Code of Criminal Procedure for quashment of Complaint Case No. 274/2010 passed by JMFC, Narsinghpur whereby the cognizance under Sections 406, 403, 418, 420, 34 of IPC is taken against them vide impugned order dated 5-2-2010. 2. The Respondent/complainant Yograj Infrastructure Limited (hereinafter shall be referred as YIPL) filed a complaint case against applicant Ssangyong Engineering and Construction Co. Ltd. (hereinafter shall be referred as 'SSY') a multinational company before the Court of JMFC, Narsinghpur under Sections 406, 403, 418, 420, 34 of IPC. It is alleged in the complaint that National Highway Authority of India, New Delhi (hereinafter shall be referred as 'NHAI') had awarded a contract for the National Highway Section II Project, (Package Four Laining of Jhansi-Lakhnadon Section KM 297 to KM 351 of NH 26) in the State of Madhya Pradesh. The total contract amount for aforesaid project was more than Rs. 750 crores. The accused No. 1 SSY approached the complainant YIPL and persuaded it to take the part of the project as a sub-contractor for Rs. 2,19,01,16,805/- and enticed the Respondent/complainant by stating that it will give 92% of all payment for the work done and will retain only 8% as profit and incidental charges. As per written agreement dated 13-8-06 (Exh. P-2) the work order for the aforesaid project was granted by the accused SSY to the Respondent No. 1/complainant YIPL, on the terms settled as per aforesaid agreement. Subsequent to execution of the agreement and during work, some dispute between the parties arisen. 3. The main allegations levelled by the complainant/Respondent YIPL against the accused SSY that it was necessary for accused to obtain prior permission of NHAI and the Respondent YIPL was kept in dark and was informed that permission has already been obtained, therefore, he performed the work, it appears that employing of an agency under sub-contract was objected by NHAI and warned SSY/accused to discontinue the subcontract otherwise main contract was threatened to be terminated, thus fraud/ cheating was committed with the Respondent/complainant YIPL who performed the work of many corers and Petitioner had not made payment of Rs. 166 crores to him and made false promises with ulterior motive to grab the plants, machinery and equipments of YIPL under the threat of invocation of bank guarantee worth Rs. 11.5 crores. 166 crores to him and made false promises with ulterior motive to grab the plants, machinery and equipments of YIPL under the threat of invocation of bank guarantee worth Rs. 11.5 crores. Thereafter the agreement of subcontract was terminated on 29-12-2009 and relying on the Clause 27 Respondent moved an application under Section 9 of the Arbitration and Conciliation Act for injunction restraining the Bank from making the payment of the amount covered under bank guarantee and Trial Court after recording the statement of complainant registered the complaint case against the applicant under Sections 406, 403, 418, 420, 34, IPC and summons were issued to the applicant. 4. Shri Jaiswal, Senior Advocate with Shri Manoj Kushwaha, Advocate for applicant submitted that allegations with respect to cheating and criminal breach of trust are specifically denied, it is mentioned in the agreement (Exh. P-2) itself that the main contract has been given by NHAI of which the Respondent/complainant is well aware and responsibility to corRespondent with the NHAI was that applicant/SS Y will sought permission from NHAI for approving the sub-contract which was not approved by the NHAI as apparent from the correspondence due to non-performance of the work in stipulated period by YIPL, thus applicant has not committed any cheating/fraud etc. with Respondent. 5. Shri Jaiswal, learned Senior Advocate has placed reliance on Veer Prakash Sharma v. Anil Kumar AIR 2007 SCW 4816 and submitted that there was no intention of the applicant to cheat the Respondent/complainant from very inception and even on the basis of statement of complainant Yogendra Singh, no offence under Sections 403, 406, 418, 420, 34 of IPC is made out. Learned Counsel has relied upon Clauses 3.1, 3.2 and 23 of the agreement of sub-contract. Learned Advocate has also relied upon the various correspondences with the YIPL in which various reasons have been culled out for termination of contract. Learned Counsel further submitted that it is a purely contractual matter and no case of criminal breach of trust, dishonest misappropriation of property, cheating is made out in the facts and circumstances of the complaint case, all facts were to the knowledge of the Respondent. Learned Counsel further submitted that it is a purely contractual matter and no case of criminal breach of trust, dishonest misappropriation of property, cheating is made out in the facts and circumstances of the complaint case, all facts were to the knowledge of the Respondent. Respondent was aware that permission had also been applied to the NHAI and it had not granted the permission because there was no progress of work consequently sub-contract was terminated hence the continuation of complaint case is abuse of process and the same be quashed. Learned Advocate of the applicant has submitted that Respondent had received advances of more than Rs. 30 crores and have been overpaid Rs. 55 crores which amount has to be recovered. No case of criminal offence is made out. 6. Shri R. Pancholi, learned Counsel appearing for Respondent submitted that applicant has committed serious kind of cheating with Respondent. They know well that sub-contract was prohibited and prior permission of NHAI ought to have been obtained which was not obtained. Applicant made false promises with Respondent with ulterior motive to grab the plants, machinery and equipments and further invoked the bank guarantee of Rs. 11.5 crores. 7. Learned Counsel for Respondent has placed reliance on Mahesh Chaudhary v. State of Rajasthan, (2009) 4 SCC 439 , Ashabai Machindra v. State of Maharashtra, (2009) 3 SCC 789 , State (Govt. of NCT of Delhi) v. DAM Prabhu (2003) 3 SCC 264, R.P Kapur v. State of Punjab, AIR 1960 SC 866 , Trisuns Chemical Industry v. Rajesh Agrawal, (1999) 8 SCC 688, Rajesh Bajaj v. State NCT of Delhi, AIR 1999 SC 1216 , Nirmaljit Singh Hoon v. The State of West Bengal, AIR 1972 SC 2639 , Dr. Vimala v. The Delhi Administration, AIR 1963 SC 1572 , Shivnarayan Kabra v. The State of Madras, AIR 1967 SC 986 , S. Swamiratham v. State of Madras, AIR 1957 SC 340 , Goyal M.G. Gases Pvt. Ltd. v. Kamaljeet Singh Bhatia 2007 (4) MPLJ 80 Arvindbhai Ravjibhai Patel v. State of Gujarat 1998 Cri.LJ. 463 where it is held that interference under the inherent power of this Court is to be exercised sparingly, in rarest of rare cases and only when on bare perusal of the contents of the complaint no prima facie offence is disclosed. 8. 463 where it is held that interference under the inherent power of this Court is to be exercised sparingly, in rarest of rare cases and only when on bare perusal of the contents of the complaint no prima facie offence is disclosed. 8. Now the crucial question is before me that whether the offences under Sections 406, 403, 418, 420, 34 of IPC are prima facie made out or it is a purely contractual matter and parties have already approached the arbitrator. 9. At the outset, I may point out that a similar challenged had been raised earlier in B.C. Biyani Projects Pvt. Ltd. v. SSY 2010(2) M.P.H.T. 177, in an arbitration appeal. It will be proper to reproduce Para 9 of aforesaid judgment: 9. Clause 4.21 of the agreement is quoted below: 4.21. Biyani shall not correspond with NHAI in any capacity not even as a representative of Ssangyong. All letter correspondence in connection with work order shall be done by Ssangyong only. Default in any respect will be treated as breach of condition of this agreement. Biyani's responsibilities described under this clause are not to be constructed as limiting in any manner. It is apparent from the aforesaid clause that the main contract with Ssangyong Engineering Constructions Company Ltd. was to the knowledge of Appellant right from beginning and they had undertaken not to corRespondent with NHAI even as representative of Ssangyong Engineering Construction Company Ltd., thus, they knew it full well that permission of NHAI was necessary for sub-contract. Prima facie it cannot be said that they were not aware of the existence of agreement. The mentioning of the aforesaid condition was enough to put at guard the Appellant to make enquiry as to the nature of main agreement. In case they were not aware of the terms and condition of main agreement, it cannot be said that they had exercised reasonable and due diligence. Thus, the knowledge of the existence of the terms and conditions of the main agreement can be imputed. It was incumbent upon the Appellant to gather information as to terms and conditions of the main agreement while they entered into sub-contract with Ssangyong Engineering Constructions Company Ltd. It cannot be said that any fraud was played as agreement was to the knowledge of the Appellant. 10. On going though the agreement dated 13-8-2006 (Exh. It was incumbent upon the Appellant to gather information as to terms and conditions of the main agreement while they entered into sub-contract with Ssangyong Engineering Constructions Company Ltd. It cannot be said that any fraud was played as agreement was to the knowledge of the Appellant. 10. On going though the agreement dated 13-8-2006 (Exh. P-2) in this case it is replica of Para 4.21 of agreement reads as under except the name of the Respondent: 4. YIPL shall not correspond with NHAI in any capacity not even as a representative of Ssangyong. All letter correspondence in connection with work order shall be done by Ssangyong only. Default in any respect will be treated as breach of condition of this agreement. YIPL's responsibilities described under this clause are not to be constructed as limiting in any manner. 11. This Court has already held in the case of B.C. Biyani (supra), on the basis of agreement Respondent/YIPL had knowledge from beginning, and they had undertaken not to corRespondent with NHAI even as representative of SSY. Thus, they knew it full well that the permission of NHAI was necessary for sub-contract. Thus, no fraud/cheating is committed by the applicant/SSY with the Respondent/YIPL. 12. Further Clause 23(1) deals with termination of agreement: (a) *** *** *** (b) *** *** *** (c) *** *** *** (j) *** *** *** (k)Fails to maintain confdentially of this agreement (l) *** *** *** Thus, it is clear that from day one Respondent was duly aware of the fact that he was not fully approved sub-contractor by NHAI and further on the request of applicant NHAI had approved the YIPL as sub-contractor vide letter dated 19-6-2006, 30-8-2007, 29-9-2007, 9-8-2007 (Exhs. P-3, P-4, P-5, P-6) for the value of 3045 crores as the Respondent did not fulfill the criteria of being approved as a sub-contractor for a higher value. 13. Thus, it is clear that Respondent/YIPL was well aware with the terms and conditions of the agreement. It is settled position that normally breach of trust/cheating is essentially a civil dispute unless it shows the intention of the applicant to cheat from very inception. 13. Thus, it is clear that Respondent/YIPL was well aware with the terms and conditions of the agreement. It is settled position that normally breach of trust/cheating is essentially a civil dispute unless it shows the intention of the applicant to cheat from very inception. Section 405 of the IPC runs as follows: 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 wilfully suffers any other person so to do, commits "criminal breach of trust Neither any allegation has been made to show existence of the ingredients of the aforementioned provision nor any statement in that behalf has been made by Yogendra Singh (C.W. 1) before JMFC. 14. I am, therefore, left with the question as to whether in a situation of this nature any offence of cheating can be said to have been made out. Section 415 of the Indian Penal Code defines cheating to mean: Whoever, by deceiving any person, fraudulently or dishonestly induces the person so deceived to deliver any property to any person, or to consent that any person shall retain any property, or intentionally induces the person so deceived to do or omit to do anything which he would not do or omit if he were not so deceived, and which act or omission causes or is likely to cause damage or harm to that person in body, mind, reputation of property, is said to "cheat In Hridaya Ranjan Prasad Verma and Ors. v. State of Bihar and Anr., (2000) 4 SCC 168 , Apex Court held in Para 14 as under: 14. On a reading of the section it is manifest that in the definition there are set forth two separate classes of acts which the person deceived may be induced to do. In the first place he may be induced fraudulently or dishonestly to deliver any property to any person. On a reading of the section it is manifest that in the definition there are set forth two separate classes of acts which the person deceived may be induced to do. In the first place he may be induced fraudulently or dishonestly to deliver any property to any person. The second class of acts set forth in the section is the doing or omitting to do anything which the person deceived would not do or omit to do if he were not so deceived. In the first class of cases the inducing must be fraudulent or dishonest. In the second class of facts, the inducing must be intentional but not fraudulent or dishonest. 15. Hon'ble Apex Court in Veer Prakash Sharma (supra), has held in Para 15 as under: 15. In determining the question it has to be kept in mind that the distinction between mere breach of contract and the offence of cheating is a fine one. It depends upon the intention of the accused at the time of inducement which may be judged by his subsequent conduct but for this subsequent conduct is not the sole test. Mere breach of contract cannot give rise to criminal prosecution for cheating unless fraudulent or dishonest intention is shown right at the beginning of the transaction, that is the time when the offence is said to have been committed. Therefore, it is the intention which is the gist of the offence. To hold a person guilty of cheating it is necessary to show that he had fraudulent or dishonest intention at the time of making the promise. From his mere failure to keep up promise subsequently such a culpable intention right at the beginning, that is, when he made the promise cannot be presumed. [See also: Indian Oil Corporation v. NEPC India Ltd. and Ors., (2006) 6 SCC 736 ] The ingredients of Section 420 of the Indian Penal Code are as follows: (i) Deception of any persons; (ii) Fraudulently or dishonestly inducing any person to deliver any property; or (iii) To consent that any person shall retain any property and finally intentionally inducing that person to do or omit to do anything which he would not do or omit. No act of inducement on the part of the Appellant has been alleged by the Respondent. No act of inducement on the part of the Appellant has been alleged by the Respondent. No allegation has been made that he had an intention to cheat the Respondent from the very inception. 16. Similar is in the position in Uma Shankar Gopalika v. State of Bihar and Anr. (2005) 10 SCC 336 , where in Para 15, it has been held thus: ... It is well settled that every breach of contract would not give rise to an offence of cheating and only in those cases breach of contract would amount to cheating where there was any deception played at the very inception. If the intention to cheat has developed later on, the same cannot amount to cheating. In the present case, it has nowhere been stated that at the very inception there was any intention on behalf of the accused persons to cheat which is a condition precedent for an offence under Section 420, IPC. 17. Further to appreciate the fact of the case it is necessary to consider the provisions of Sections 403 and 405 of the IPC, wherein the offence of dishonest misappropriation of movable property or converting it to one's own use and criminal breach of trust have been defined. As per these provisions, anybody whoever, being in any manner dishonestly misappropriates moveable property or any other property being in any manner entrusted with property, or with any dominion over that property, dishonestly misappropriates or converts to his own use that property, or dishonestly uses of disposes of the property in violation of any direction of law prescribing the mode in which such trust is to be discharge, 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". 18. The definitions clearly show that for the purpose of establishing an offence of criminal breach of trust, following facts are required to be proved: (1) That the accused must be entrusted with property or with dominion over property. 18. The definitions clearly show that for the purpose of establishing an offence of criminal breach of trust, following facts are required to be proved: (1) That the accused must be entrusted with property or with dominion over property. (2) The person so entrusted must- (a) dishonestly misappropriate or convert to his own use that property; or (b) dishonestly use or dispose of that property or willfully suffer any person to do so- (i) in violation of any directions of law prescribing the mode in which such property is to be discharged; (ii) any legal contract made touching the discharge of such trust. 19. What has been alleged in the complaint as also in the statement of complainant witness Yogendra Singh relate to their subsequent conduct terms and conditions of the contract was agreed between the parties and duly written in the agreement it will be really unjust to opine that applicant who had taken only this contract for Rs. 750 crores on the cost of contract and reputation will do such an act/offences with the Respondent/sub-contractor. 20. Keeping in view of the aforesaid decisions of various Courts on examining the case at hand it is apparent that the dispute between the parties has already been referred to the arbitrator as per terms and conditions of the agreement. It is a dispute of civil nature. Respondent was well aware of the fact while executing the contract applicant had to take permission from the NHAI for appointing Respondent as sub-contractor and applicant had also applied for the permission to NHAI. Applicant/SSY is claiming that Respondent had received advance of more than Rs. 30 crores and have been overpaid Rs. 55 crores. It has to be recovered from the Respondent/complainant where Respondent/YIPL is claiming in the complaint that SSY/applicant had not made payment of Rs. 166 crores to them. 21. There cannot be any doubt or dispute that this is a case of simple breach of contract, a case involving pure civil dispute and dispute is already referred to the arbitrator. 22. In the result this petition is allowed. For the reasons aforesaid mentioned the impugned order dated 5-2-2010 passed by JMFC regarding taking of cognizance against the applicants are quashed.