Anita Chaudhry, J. 1. In this petition filed under Section 482 Cr.P.C. the petitioners are seeking quashing of the F.I.R. No. 260 dated 13.10.2012, registered at Police Station Khaidki Daula, Gurgaon, under Sections 406/420 IPC. The facts that are unfolded in the F.I.R. lodged by Piccadilly Hotel against the Managing Director and Director of Kohler India Corporation was that Piccadilly Hotel Pvt. Ltd. had placed a purchase order with the accused company for supply of sanitary ware materials on 17.05.2012 for their Ludhiana Project Site. The total order was of a value of over 46 lacs. The material was to be supplied by 15 July, 2012. The complainant company had given 10% in advance. The allegations made in the complaint were that they had placed some orders but the accused company did not supply specific parts without which their work could not be completed and the items which were delivered were of a different code and the assembly of the sanitary ware was not possible and Kohler had purposely done this to cheat and defraud them. It was pleaded that they had issued cheques and Demand Drafts and had followed up but they did not get any concrete response and they were of a strong view that Kohler had knowingly cheated them. 2. The F.I.R. was registered on 13.10.2012. The petitioners who are the Managing Director and Director of the Company, seek quashing of the F.I.R. and their plea is that 31 pieces had been delivered on the site on 14.09.2012 and 10 days later i.e. on 24.09.2012, a verbal communication was received from the complainant that they were facing some issues on account of change in the project configuration and they checked up with the American product team from which had imported the material and they informed the complainant company and to support the plumbing requirement, they would need to replace the earlier specified product with a new configuration and the orders were placed with the overseas manufacturing plants and this fact was conveyed to the complainant that they would be air lifting the material to support the urgency but on 12.10.2012 the police visited their office and made inquiries about the petitioners who were travelling out of town on account of business and on 13.10.2012 the F.I.R. was registered. 3. 3. The petitioners claim that the F.I.R. was malicious and motivated with a clear attempt to harass them and petitioners had entered into a purely commercial transaction. It is pleaded that 13 pieces of the master shower had been delivered on 15.10.2012 and balance 14 pieces were delivered on 16.10.2012 while 15 pieces were delivered at site. It was pleaded that vide e-mail dated 13.10.2012 the status of the pending delivery had been given and it was assured that it would be delivered between 15.10.2012& 18.10.2012 and at that point of time, they were acting bona fidely. The petitioners approached the Court and anticipatory bail was allowed vide order dated 22.10.2012. 4. Notice was given to the respondents. Respondents No. 1 & 2 in their joint reply pleaded that during investigation the petitioners had stated that they had supplied the material to the complainant company at their own level after registration of the F.I.R. but they had no proof of supplying the material and therefore, were not aware of the supply. It was pleaded that some of the paragraphs of the petition pertained to the complainant company who had not been impleaded as the respondent. 5. The petitioners had subsequently impleaded the complainant company in March, 2013. Notice was issued and respondent No. 3 had put in appearance through their counsel on 26.08.2013. They failed to file their reply. The case was adjourned a number of times and finally on 04.04.2014, the counsel representing respondent No. 3 pleaded no instructions and prayed for a fresh notice to respondent No. 3. Fresh notice was issued to respondent No. 3 but no appearance was put in on their behalf. 6. I have heard both the sides. 7. The counsel for the petitioners contended that a purchase order was placed by the complainant company and some articles were sent but it was subsequently found that the assembly of the parts was giving some problem and the petitioners were informed and the petitioners' company checked up with their American product team and it had emerged that the product would have to be replaced and a request was made to replace the products with a new configuration and all the articles had been supplied and Annexure P-5 contains the date of receipt. It was contended that respondents No. 1 & 2 in their reply had pleaded that according to the complainant the material had not been supplied in time and some material was not supplied in consonance with the terms and the conditions of the agreement and the petitioners even did not change the material which was required as per agreement and therefore, they had committed the offence for which the F.I.R. had been registered. It was urged that respondent No. 3 have failed to file their reply despite opportunity and have now failed to appear before the Court. It was urged that the statement made by the Director of the complainant company is placed at page No. 127 and a perusal thereof would show that it only speaks about the short delivery and there are no allegations of cheating and the police had filed the challan and it does not fulfill the conditions of Section 420 IPC. It was urged that they have produced the lorry receipts which indicates that all the material had been supplied and it was for respondent No. 3 to say that the material had not been supplied. It was contended that it was merely a breach of contract and a civil dispute. It was contended that the Investigating Officer should have verified whether the remaining material had been supplied but chose to file the challan and such proceedings cannot be allowed to continue when the First Information Report does not constitute an offence of cheating and there is no plea that they had any dishonest intention at the time of making the contract and these things cannot be presumed. Reliance was placed upon V.P. Shrivastava v. Indian Explosives Ltd. & Ors. 2011 (6) RCR (Crl.) 1, Onkar Nath Mishra & Ors. v. State (NCT of Delhi) & Anr. 2008 (1) RCR Criminal 336, Chellor Mankkkal Narayan, Ittirvi Nambudiri v. State of Travancore, 1953 AIR (SC) 478, Hira Lal Hari Lal Bhagwati v. CBI, New Delhi, 2003 (3) RCR Criminal 273, Anil Mahajan v. Bhor Industries Ltd. & Anr., 2006 (4) RCR Criminal 834, Radhey Shyam Khemka & Anr. v. State of Bihar 1993 (3) SCC 54 , All Cargo Movers (I) Pvt. Ltd. & Ors. v. Dhanesh Badarmal Jain & Anr. v. State of Bihar 1993 (3) SCC 54 , All Cargo Movers (I) Pvt. Ltd. & Ors. v. Dhanesh Badarmal Jain & Anr. 2008 AIR (SC) 247, S.A.K. Alagh v. State of V.P. & Ors., 2008 (2) RCR Criminal 79, Maksaud Saiyed v. State of Gujrat & Ors.,2007 (4) RCR Criminal 406, V.Y. Jose & Anr. v. State of Gujrat & Ors. 2009 (1) RCR Criminal 869, Sharon Michael & Ors. v. State of Tamil Nadu & Ors. 2009 (1) RCR Criminal 759, Inder Mohan Gosawami & Anr. v. State of Uttaranchal & Ors. 2007 (4) RCR Criminal 548, Murari Lal Gupta v. Gopi Singh, 2005 (13) SCC 699 , Madan Lal & Anr. v. State of Haryana & Anr., 2012 (3) RCR Criminal 643, Som Mittal v. Govt. of Karnataka,2008 (2) RCR Criminal 92 and State of Haryana & Ors. v. Bhajan Lal & Ors., 1991 (1) R.C.R. (Criminal) 383 : 1992 AIR (SC) 604. 8. A perusal of the complaint shows that vague allegations have been made about cheating. According to the complainant, they had been asking the accused company to supply the material but they did not get any concrete response and they felt that the company had knowingly cheated them. The question to be seen is whether mere failure of a person to keep up a promise subsequently would mean that there was a culpable intention at the beginning that is when he made the promise, cannot be presumed. A distinction has to been kept in mind between mere breach of contract and the offence of cheating. It depends upon the intention of the accused at the time of the inducement. The subsequent conduct is not the sole test. Mere breach of contract cannot give rise to criminal prosecution for cheating unless fraudulent and dishonest intention is shown at the beginning of the transaction. The substance of the complaint has to be seen. Mere use of the expression "cheating" is of no consequence. There is no averment about deceit, cheating or fraudulent intention of the accused at the time of entering into the agreement from which it can be inferred that the accused had the intention to deceive the complainant. It merely appears to be a dispute of contractual allegations, which at the most would have invoked civil liability. There is no averment about deceit, cheating or fraudulent intention of the accused at the time of entering into the agreement from which it can be inferred that the accused had the intention to deceive the complainant. It merely appears to be a dispute of contractual allegations, which at the most would have invoked civil liability. Had there been a delay in supplying the material, if time was the essence then it would have called for damages. Had there been any agreement in this regard. The petitioner had pleaded that they had already supplied all the goods but the Investigating Officer failed to check up this aspect with the complainant company and proceeded to file the challan. The respondents failed to file any reply and sought adjournments and later on failed to appear. 9. I have examined the complaint and it is clear from its substance that it is a simple case of civil dispute. The requisite averments so as to make out a case of cheating are absolutely absent. Mere failure to keep a promise at a subsequent stage would not make out an offence of cheating. There is no reason why the petitioners must be made to undergo the agony of a criminal trial. It is a fit case for quashing the F.I.R. as the allegations in the F.I.R. taken on their face value and even if accepted in their entirety, could not constitute the offence. The petition is allowed. The F.I.R. and the subsequent proceedings are quashed. Needless to say, the complainant is at liberty to pursue if there is any remedy under the civil law as may be available to him.