Sunil Hali, J.:— This application under Section 482 Cr.P.C. has been filed by the applicants seeking quashment of proceedings of Case No. 1119 of 2010 (Mohd Imraj Khan Vs D.K.Verma & others), under Sections 420, 467, 468, 471 IPC pending before the Special Chief Judicial Magistrate, Kanpur Nagar. It is contended by learned counsel for the applicants that the applicants are the General Manager and Managing Director of M/s American Agrovet Private Ltd which is a registered company under the companies Registration Act, engaged in the business of production and sale of poultry feed. It is also contended that opposite party no. 2 was commission agent for selling of the applicant's product in districts in Uttar Pradesh and after selling the same opposite party no. 2 would get commission at the rate of 4 % on the total sale of poultry feed. It is further contended by the applicants that an agreement was executed between the parties on 5.6.2006 wherein clause 2 stipulates that in respect of sales of Poultry feeds affected by the Company opposite party no. 2 is issuing the Cheque No. 717839 drawn on Kanpur in favour of the Company to cover the outstanding dues payable to the company by him. Case of the applicants is that the cheque was issued by the opposite party no. 2 and after computing the amount payable by him by way of security it was presented before the Bank at Patna for encashment but the cheque could not be encashed on account of the fact that the signature did not tally with that of opposite party no. 2. Consequently, a complaint under Section 138 NI Act was filed against the opposite party no. 2 before the Court at Patna. Case set out by the applicants in that case is that in order to discharge their liability arising out of the agreement between the applicants and opposite party no. 2 the cheque in question was issued by the opposite party no. 2 but the same could not be encashed on account of the reason mentioned on the memo of the Bank. An amount of Rs. 11,47,280/- was sought to be recovered from the opposite party no. 2. This matter is still pending in the Court at Patna. It is contended by learned counsel for the applicants that the opposite party no. 2 but the same could not be encashed on account of the reason mentioned on the memo of the Bank. An amount of Rs. 11,47,280/- was sought to be recovered from the opposite party no. 2. This matter is still pending in the Court at Patna. It is contended by learned counsel for the applicants that the opposite party no. 2 filed a complaint at Kanpur against the applicants as a counter blast to that criminal proceedings which is nothing but gross misuse of the process of law. Hence this petition under Section 482 Cr.P.C. Allegations contained in the complaint are that the opposite party no. 2 was appointed as an agent by the applicants on a commission of 4 % of the total sale of the poultry feeds manufactured by the applicants' company. In paragraph 4 of the complaint, it is stated that with regard to that an agreement was executed between the applicants and opposite party no. 2. The condition set forth in the agreement was that a blank cheque no. 717836 payable at State Bank of India, Kanpur was issued by the opposite party no. 2. This cheque was payable as a security to cover up the outstanding dues payable to the company by the opposite party no. 2. Complaint also reveals that the company owns an amount of Rs. 9,60,000/- to the opposite party no. 2 as commission. This amount was demanded by the opposite party no. 2 from the applicants and instead of paying the amount the blank cheque given to the company was filled up by the applicants with an amount of Rs. 11,47,280/- which was sought to be drawn by them. However, this cheque could not be encashed as the signature did not tally with the drawer of the cheque. It is claimed that on the basis of allegations levelled against them the offence under Sections 420, 467, 468, 471 IPC is made out. Heard learned counsel for the applicants, learned A.G.A. and perused the material on record. Admittedly, both the parties are bound by an agreement which determines their jural relationships. Petitioners are suppliers of the poultry feeds for which the opposite party no. 2 was appointed as agent on commission of 4 % of the total sale of the poultry feeds as contained in the agreement. Condition of the agreement also provides that the opposite party no. Petitioners are suppliers of the poultry feeds for which the opposite party no. 2 was appointed as agent on commission of 4 % of the total sale of the poultry feeds as contained in the agreement. Condition of the agreement also provides that the opposite party no. 2 will give a signed blank cheque to meet out any outstanding which are payable to the company. Admittedly, the blank cheque has been issued as is clearly visible from the paragraph no. 4 of the complaint. It is from here that two version of the event are revealed; one by the applicants and other by the opposite party no. 2. Applicants claims that this amount was required to be encashed by them in terms of the clause II of the agreement. While as opposite party no. 2 claims that unsigned blank cheque was given to the applicants which has been forged by them. Case of the opposite party no. 2 is that even though cheque was issued but it was not signed by him. Mere reading of complaint by itself admits of the fact that the cheque has been issued by the respondent no. 2 to the applicants. It is improbable to accept the plea that the cheque issued by the opposite party no. 2 has not been signed by him. One can hardly understand the logic in issuing the blank cheque without being signed by him, more particularly, when he admits that there was an agreement between the parties which envisages that a blank signed cheque will be given by the respondent no. 2 to the applicants as security. Apparently stand of opposite party no. 2 is highly improbable and cannot be accepted. In any commercial transaction intention of the parties has to be gathered from their conduct. It cannot be accepted that opposite party no. 2 has issued the cheque unsigned more particularly when he admits that cheque has been issued in pursuance to an agreement. The story in the complaint appears to be highly improbable and cannot be accepted at its face value. Other aspect of the matter is that this cheque is already subject matter of dispute in another criminal proceedings pending in State of Bihar initiated by the applicants. All the issues taken up by the opposite party no. 2 can become a defence in such proceedings. Other aspect of the matter is that this cheque is already subject matter of dispute in another criminal proceedings pending in State of Bihar initiated by the applicants. All the issues taken up by the opposite party no. 2 can become a defence in such proceedings. Fact of the matter is that no amount is drawn from the Bank either by the applicants or by the opposite party no. 2. The second question that arises for consideration is that under what circumstances the Court can interfere while exercising its powers under Section 482 Cr.P.C. The Supreme Court has examined this issue in detail in State of Haryana vs. Ch. Bhajan Lal and Ors, AIR 1992, SC 604 and has enumerated certain principles where the power for quashing of the proceedings or investigation can be exercised. Bhajan Lal and Ors, AIR 1992, SC 604 and has enumerated certain principles where the power for quashing of the proceedings or investigation can be exercised. The principles laid down are as under:- (1) where the allegations made in the First Information Report or 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 a case against the accused; (2) Where the allegations in the First Information Report and other materials, if any, accompanying the F.I.R. do not disclose a cognizable offence, justifying an investigation by police officers under Section 156(1) of the Code except under an order of a Magistrate within the purview of Section 155(2) of the Code; (3) where the un-controverted allegations made in the FIR or 'complaint and the evidence collected in support of the same do not disclose the commission of any offence and make out a case against the accused; (4) where the allegations in the FIR do not constitute a cognizable offence but constitute only a noncognizable offence, no investigation is permitted by a police officer without an order of a Magistrate as contemplated under Section 155(2) of the Code; (5) Where the allegations made in the FIR or complaint are so absurd and inherently improbable on the basis of which no prudent person can ever reach a just conclusion that there is sufficient ground for proceeding against the accused; (6) where there is an express legal bar engrafted in any of the provisions of the Code or the concerned Act (under which a criminal proceeding is instituted) to the institution and continuance of the proceedings and/or where there is a specific provision in the Code or the concerned Act, providing efficacious redress for the grievance of the aggrieved party; (7) Where a criminal proceeding is manifestly attended with mala fide and/or where the proceeding is maliciously instituted with an ulterior motive for wreaking vengeance on the accused and with a view to spite him due to private and personal grudge. Applying the aforementioned principles in the present case, it be seen that the elements constituting the factual basis for commission of the offence in the present case do not disclose commission of an offence. Applying the principle no. Applying the aforementioned principles in the present case, it be seen that the elements constituting the factual basis for commission of the offence in the present case do not disclose commission of an offence. Applying the principle no. 5 laid down supra herein supra, it clearly emerges that the allegations made are highly absurd and inherrently improbable as discussed herein supra, even if they are taken at their face value and accepted in their entirety, do not prima facie constitute an offence or make out a case against the accused applicants. In Madhavrao Jiwaji Rao Scindia & Anr. vs. Sambhajirao Chandrojirao Angre & Ors. AIR 1988 SC 709 , this Court held as under:- "The legal position is well-settled that when a prosecution at the initial stage is asked to be quashed, the test to be applied by the court is as to whether the uncontroverted allegations as made prima facie establish the offence. It is also for the court to take into consideration any special features which appear in a particular case to consider whether it is expedient and in the interest of justice to permit a prosecution to continue. This is so on the basis that the court cannot be utilised for any oblique purpose and where in the opinion of the court chances of an ultimate conviction is bleak and, therefore, no useful purpose is likely to be served by allowing a criminal prosecution to continue, the court may while taking into consideration the special facts of a case also quash the proceeding even though it may be at a preliminary stage." In view of above, the application is allowed. The proceedings of Case No. 1119 of 2010 (Mohd Imraj Khan Vs D.K.Verma & others), under Sections 420, 467, 468, 471 IPC pending before the Special Chief Judicial Magistrate, Kanpur Nagar are hereby quashed. _____________