A. K, Goswami, J;- This application under Section 482 read with Section 397/401 of the Code of Crimi­nal Procedure, 1973 has been filed to quash the complaint as well as proceeding in C.R. Case No. 175C/2003 and the order dated 13.03,2003 passed by the learned Additional Chief Judicial Magistrate, Karimganj, taking cognizance of offences under Sections 406/420/34 IPC and issuing process against ther present petitioners. 2. The sole Opposite Party as complain­ant had filed the complaint in the Court of Chief Judicial Magistrate, Karimganj, which was transferred to the Court of the Additional Chief Judicial Maghrate, Karimganj, wherein C.R. Case No. 175C of 2003 was registered. The complainant had examined himsel f and had also examained one witness and based on the complaint as well as the initial deposi­tion and the evidence of the said witness, as has been noted herein above, by order dated 13.03.2003, the learned Magistrate, on be­ing satisfied, had taken cognizance of the of­fence under Section 406/420/34 IPC and had issued process. It would be relavant to state that along with the complaint, the complain­ant had enclosed a copy of an agreement dated 14.05.1996 and a copy of a notice dated 03.02.2003. 3. In the complaint petition the complain­ant stated that he was a businessman and was in possession of a Diesel Generating Set (DG Set). It has been stated that the Sr. Manager, Construction, DLF Industries Ltd., Adamtilla "for creating confidence told the complainant that if the complainant agreed he would per­form a contract on behalf of the company" for the purpose of giving on rent the DG Set to the company and it is further stated in the complaint that based on such inducement, he had executed an agreement dated 1 4.05, 1 996 with the company, signed by the Sr. Manager, (Constructions) in terms of which a monthly rent of Rs. 18,000,- was fixed and that accordingly, the complaint had delivered possssion of DG Set on 15.05. 1996. It was also stated that in spite of repeated demands, till the filing of the com­plaint petition, only about Rs. 30,000/- was paid as rent. The complainant, lastly, on 03.02.2003, demanded payment of the arrear rent and also return of the DG Set and getting no reseponse, filed the complaint. 4. I have heard Mr. 1996. It was also stated that in spite of repeated demands, till the filing of the com­plaint petition, only about Rs. 30,000/- was paid as rent. The complainant, lastly, on 03.02.2003, demanded payment of the arrear rent and also return of the DG Set and getting no reseponse, filed the complaint. 4. I have heard Mr. J, M. Choudhury, Senior Advocate assisted by Shri B.M. Choudhury, Advocate for the petitioners and Shri M. Dutta, learned counsel for the Op­posite Party and also perused the materials on record. 5. Mr. J. M. Choudhury, learned Senior Counsel has submitted that in absence of any allegations against the petitioners, no offence under Section 406/420/34 IPC is made out against petitioners. It is also the contention of Mr. Choudhury that even if the allegations in complaint petition are taken in its face value and accepted in its entirety and deemed to be true, the same do not and cannot relate to the petitioners, in view of the fact that in the complaint petition, neither the name of the person who had induced the complainant to enter into the agreement was disclosed, nor there was any role attributed to the present petitioners save and except saying that the company being a juristic person, the present petitioners represent the company. Mr. Choudhury further submits, at best, the alle­gations as contained in the complaint petition can give rise to civil liability against the com­pany. He further submits that perrm ting the present complaint to proceed, would result in manifest injustice to the petitioners and the same would be an abuse of the process of the Court. 6. Mr. Dutta, appearing for the Opposite Party, on the other hand justifies the order of the learned Magistrate taking cognizance. He has submitted that it would be apparent from the perusal of the agreement and the notice that there is a subsisting dispite and the com­plainant is entitled to receive rent in terms of the said agreement date 14.05.1996. Mr. Dutta submits that non mentioning of name of any person in the complaint would have no bearing inasmuch as the person is identified as Sr. Manager, Construction and therefore, this Court should not interfere with the pro­ceedings which is under challenge. 7. The agreement which was executed on-14.05.1996 is signed, on behalf of the sec­ond parry, by Sr. Mr. Dutta submits that non mentioning of name of any person in the complaint would have no bearing inasmuch as the person is identified as Sr. Manager, Construction and therefore, this Court should not interfere with the pro­ceedings which is under challenge. 7. The agreement which was executed on-14.05.1996 is signed, on behalf of the sec­ond parry, by Sr. Manager, Construction, DLF Industries Ltd. It is also relevant to note that the alleged inducement was made by the Sr. Manager, Construction. According to the complainant, but for the inducement and con­fidence generated by the said Sr. Manager, Construction, he would not have entered into the agreement as he was very sceptical and hesitant to accept his proposal. There is noth­ing on record to suggest mat the preset pe­titioners, directly or indirectly or even re­motely, were connected with the said pur­ported inducement. Even in the initial deposi­tion, no statement has been made attributing the role of the present petitioners at the time of entering into the said agreement. It was in­dicated that the then in-charge of Adamtilla Project along with others from the headquar­ter proposed to take his DG Set. Who the others are in anybody's guess. The notice dated 03.02.2003 was addressed to the present petitioners in which the complainant had demanded clearing up of the arrear rent due to the complainant and return of the DG Set to him. In the initial deposition, the com­plainant had stated that he had placed the demand before the accused persons as they were responsible and as they represent the company for clearing the arrear rent as well as for return of the DG Set. Complainant wit­ness No. 1, who is a brother of the complain­ant, stated that he was one of the witnesses to the agreement and in spite of the agree­ment to pay Rs. 18,000/- per month, till the filing of the complaint, only Rs. 30,000/- was paid. That apart, it is to be noted that ac­cording to the complainant, after the execu­tion of agreement on 14,05.1996 till the filing of the complaint petition on Rs. 12.03.2003, the complainant had received only a sum of Rs. 30,000/- though the stipulation of the contract indicated that he would be entitled to a sum of Rs. 18,000/- per month. It is important to note that in the complainant, date of of­fence is indicated as 03.02.2003 and on other dates. 12.03.2003, the complainant had received only a sum of Rs. 30,000/- though the stipulation of the contract indicated that he would be entitled to a sum of Rs. 18,000/- per month. It is important to note that in the complainant, date of of­fence is indicated as 03.02.2003 and on other dates. From the aforesaid, it would appear that the present petitioners have been arrayed as accused persons only because of the fact that the notice dated 03.02.2003 was ad­dressed to them demanding payment of arrear rent as well as return of the DG Set. In the said notice also there is no allegation of the said three persons inducing the complainant to enter into the agreement dated 14.05.1996 and in absence of any role played by them it is difficult to conceive how the present peti­tioners had the intention to deceive the com­plainant. 8. The ingredients of an offence as con­tained in Section 420IPC are as under: (i) deception of any person; (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. The ingredients of an offence of the crimi­nal breach of trust as defined under Section 405 IPC are- (1) Entrusting any person with property or with any dominion over property. (2) That person entrusted (a) dishonestly misappropriating or converting to his own use that property; or (b) dishon­estly using or disposing of that prop­erty or wilfully suffering any other per­son so to do in violation- (i) of any direction of law prescribing the mode in which such trust is to be discharged, or (ii) of any legal contract made touching the discharge of such trust. 9. As there had been no interaction be­tween the petitioners and the complainants, the question of any representation, which is one of the main ingredients for constructing an offence of cheating, as contained in Sec­tion 415 of the Penal Code, did not arise. Similarly, it has also not been alleged that the petitioners were entrusted with the proper­ties or otherwise had dominion over the prop­erties. A vicarious liability can be fastened only if there is a pro vision in a statute and not oth­erwise. Similarly, it has also not been alleged that the petitioners were entrusted with the proper­ties or otherwise had dominion over the prop­erties. A vicarious liability can be fastened only if there is a pro vision in a statute and not oth­erwise. The complainant contains details of the terms of the contract entered into by and between the parties and also the mariner in which they were to be implemented. No case of criminal misconduct on the part of present petitioners had been made out. There is noth­ing to indicate that the present petitioners had played any role in their personal capacities and, therefore, they cannot vicariously be made liable only because they are employees of the Company. 10. The Apex Court in the case of R. Kalyani Vs. Janak Chandra Mehta, re­ported in (2009) 1 SCC 516, had ruled as under: "32. The allegations contained in the FIR are for commission of offence under general statute. A vicarious liability can be fastened only by reason of a provision of statute and not oth­erwise. For the said purpose, a legal fiction has to be created. Even under special statute when the vicarious criminal liability is fastened on a person on the premise that he was in charge of the affairs of the company and responsible to it, all the ingredients laid down under the stat­ute must be fulfilled. A legal fiction must be con­fined to the object and purport for which it has been created." In the aforesaid case, no allegation was made against the respondent No. 1 in the FIR and only allegation against the respondent No. 2 was that he had forwarded a letter dated 10.01.2002 to the National Stock Exchange and that the letter dated 10.01.2002 was a forged/fabricated letter. The act of forgery on/or fabrication of the said letter had been at­tributed to the respondent No. 3. The respon­dent Nos. 1 and 2 therein were sought to be proceeded on the premise that they are vi­cariously liable for the affairs of the company. The FIR was quashed by the High Court and the appeal carried to the Apex Court by the first informant came to be dis­missed. 11. The Apex Court in the case of V.Y. Jose & Anr. Vs. State of Gujarat, reported in (2009) 3 SCC 78 at paragraphs 21 & 28 had ruled as follows: "21. The FIR was quashed by the High Court and the appeal carried to the Apex Court by the first informant came to be dis­missed. 11. The Apex Court in the case of V.Y. Jose & Anr. Vs. State of Gujarat, reported in (2009) 3 SCC 78 at paragraphs 21 & 28 had ruled as follows: "21. There exists a distinction between pure contractual dispute of a civil nature and an of­fence of cheating. Although breach of contract per se would not come in the way of initiation of a criminal proceeding, there cannot be any doubt whatsoever that in the absence of the averments made in the complaint petition where-from the ingredients of any offence can be found out, the Court should not hesitate to exercise its jurisdiction under Section 482 of the Code of Criminal Procedure." 28. A matter which essentially involves dis­pute of a civil nature should not be allowed to be the subject-matter of a criminal offence, the latter being not a short cut of executing a de­cree which is non-existent. The superior Courts, with a view to maintain purity in the adminis­tration of justice, should not allow abuse of the process of Court. It has duty in terms of Sec­tion 483 of the Code of Criminal Procedure to supervise the functioning the trial Courts." 12. Similarly, the Apex Court in the case of Sham Sundar & Ors. Vs. State of Haryana, reported in (1989) 4 SCC 630 , has stated as follows: "9. But we are concerned with a criminal li­ability under penal provision and not a civil li­ability. The penal provision must be strictly construed in the first place. Secondly, there is no vicarious liability in criminal law unless the statute takes that also within its fold. Section 10 does not provide for such liability. It does not make all the partners liable for the offence whether they do business or not." The aforesaid judgment was passed in the context of offences by companies under Sec­tion 10 of the Essential Commodities Act, 1955. 13. There is a distinction between a mere breach of contract and offence of cheating or criminal breach of trust. In my considered opinion, the nature of the complaint discloses, at best, a dispute, which is of Civil nature. 13. There is a distinction between a mere breach of contract and offence of cheating or criminal breach of trust. In my considered opinion, the nature of the complaint discloses, at best, a dispute, which is of Civil nature. On the facts and circumstances of the case, I am of the opinion that no case is made out against the present petitioners under Section 406/420/34IPC, so as to hold that they should face the criminal trial. 14. 7 years had gone by before the insti­tution of the present complaint. This Court while admitting this petition on 08.04.2003, it is noticed had stayed further proceeding in C.R. Case No. 175cof2003. 15. In the facts and circumstance of the case, in my considered opinion, permitting the complaint petition to be proceeded any fur­ther, would not be in the interest of justice. 16. Accordingly, the proceeding in C.R. Case No. 175C of 2003 pending in the Court of Additional Chief Judicial Magistrate, Karimganj is quashed. Consequently, the or­der dated 13.03.2003, passed by the learned Additional Chief Judicial Magistrate, Karimganj is interfered with and set aside. 17. In the result, this revision petition is allowed.