Order : Heard learned counsel appearing for the petitioner, learned counsel for the State and learned counsel appearing for O.P. No. 2. 2. This application has been filed for quashing of the order dated 03/07/2010, passed in Complaint Case bearing C/1 Case No. 4094 of 2009, whereby and whereunder, cognizance of the offence punishable under Section 406 of the Indian Penal Code, has been taken against the petitioner. 3. Mr. Jitendra S. Singh, learned counsel appearing for the petitioner submits that it is the case of the complainant that he entered into an agreement with the petitioner's company, whereby certain work was to be executed by the complainant company. On awarding work a sum of Rs.2 lakhs was taken by the petitioner as security. In course of time the complainant's company got dissolved and, thereby, intimation was given to this petitioner that they shall not be executing work further and, at the same time, claim was also raised that a sum of Rs.2 lakhs is outstanding, which was demanded, but since, it was not paid to them, the instant case was lodged, though the case of the petitioner is that time to time, payments were made and, thereby, excess payments was made to them than the work executed by him and, thereby, it becomes a case of civil dispute. Learned counsel further submits that the claim and counter claim being there has also been accepted on behalf of O.P. No. 2, which would be evident from the statements made in paragraphs 9, 10 and 11 of the counter affidavit, which strengthen the case of the petitioner that it happens to be the case of civil dispute and, therefore, the Court committed illegality in taking cognizance of the offence. 4. As against this, learned counsel appearing for O.P. No. 2, submits that admittedly, a sum of Rs.2 lakhs was paid to the petitioner as a security. After cessation of the work, when it was not paid, the demand was made, still payment was not made and, thereby, the petitioner by retaining that amount has committed the offence of criminal breach of trust and, hence, the order taking cognizance never warrants to be quashed. 5. After cessation of the work, when it was not paid, the demand was made, still payment was not made and, thereby, the petitioner by retaining that amount has committed the offence of criminal breach of trust and, hence, the order taking cognizance never warrants to be quashed. 5. In the context of the submissions advanced on behalf of the parties, one needs to take notice of the provision as contained in Section 405 of the Indian Penal Code, which speaks about the criminal breach of trust and reads as follows: “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”. 6. On reading of the said provision, the following ingredients should be there for constituting the offence under Section 405 of the Indian Penal Code: “(a) a person should have been entrusted with property or entrusted with dominion over property; (b) that person should dishonestly misappropriate or convert to his own use that property, or dishonestly use or dispose of that property or willfully suffer any other person to do so; (c) that such misappropriation, conversion, use or disposal should be in violation of any direction of laws prescribing the mode in which such trust is to be discharged, or of any legal contract which the person has made, touching the discharge of such trust.” 7. Here in the instant case, as it appears not only from the case of the petitioner but also from the case of the complainant/O.P. No.2, that there happens to be the claim and counter claim. In that view of the matter, any retention of the amount, cannot be said to have been misappropriated dishonestly. 8. Under the circumstances, the Court seems to have committed illegality in taking cognizance of the offence under Section 406 of the Indian penal Code, against the petitioner vide order dated 03/07/2010 and, hence, the order dated 03/07/2010, taking cognizance, is hereby quashed. 9. In the result, this application stands allowed. Application allowed.