1. These two petitions under Section 482 of the Code of Criminal Procedure, 1973 have been filed by M/s. Mayor International Ltd., Mr. Rajan Mayor and Mr.CP. Vohra for setting aside the order dated 25th July, 2006 by which cognizance of offence under Section 138 of Negotiable Instruments Act, 1882 was taken and the petitioners were summoned to appear in a criminal complaint filed by M/s.Panalpina World Transport (India) Private Limited, the respondent No.1 herein.

2. Learned Counsel for the petitioners submits that statutory notice was not issued and served on M/s. Mayor International Limited. The petitioners have, however, filed a copy of the notice dated 23rd June, 2006 with additional documents filed on 30th September, 2009. The said notice has been addressed to M/s. Mayor International Limited at 39/7 Milestone, Delhi, Jaipur Highway, Sector 35, Gurgaon, which admittedly is a registered address of the said company. In view of the Section 51 of the Companies Act, 1956, I do not think that the summoning order can be quashed in view of the above factual matrix. The notice was sent by registered post. The acknowledgement card or the envelope containing the letter may have mentioned the name of Mr. CP. Vohra along with M/s. Mayor International Limited but from the heading of notice itself it is clear that the same was addressed to M/s. Mayor International Limited.

3. In the complaint Mr. Rajan Mayor has been described as a Managing Director of M/s. Mayor International Limited. He has also signed the cheque which had bounced and is the subject matter of the criminal proceedings. In these circumstances, I do not see any reason to interfere with the summoning order passed by the trial Court. The petition CRL.M.C 2233/2007 under Section 482 of the Code of Criminal Procedure, 1973 filed by M/s. Mayor International Limited and Mr. Rajan Mayor is accordingly dismissed.

4. Mr. CP. vohra is not a Director of M/s. Mayor International Limited. The only allegation made against him in the complaint is that he at that time was the Vice-President-Marketing of M/s. Mayor International Limited and was in-charge of and responsible for conduct of day-to-day functioning of the said company. The relevant Paragraph of the complaint reads as under:

"5. The accused have deliberately caused the said cheque to dishonour with the intention to cheat and cause substantial loss to the complainant. Accused No.2 is the Managing Director and accused No.3 is the Vice President-Marketing, respectively of accused No.1 Company and are incharge of and responsible for conduct of day-to-day functioning of the accused No. 1 Company."

5. The allegations made in the complaint do not make out a case for summoning of Mr. CP. Vohra and satisfy the requirements of Section 141 of the Negotiable Instruments Act, 1882. A similar provision under the Foreign Exchange Regulation Act, 1973 has been interpreted by the Supreme Court in the case of Girdhari Lal Gupta v. D.H. Mehta, (1971) 3 SCC 189 and it has been observed:

"6. What then does the expression "a person in-charge and responsible for the conduct of the affairs of a company" mean? It will be noticed that the word "company" includes a firm or other association, and the same test must apply to a director-in-charge and a partner of a firm in-charge of a business. It seems to us that in the context a person "in-charge" must mean that the person should be in overall control of the day-to-day business of the company or firm. This inference follows from the wording of Section 23C(2). It mentions director, who may be a party to the policy being followed by a company and yet not be in-charge of the business of the company. Further it mentions manager, who usually is in charge of the business but not in over all charge. Similarly the other officers may be in-charge of only some part of business."

6. Reference also can be made to the recent judgment of the Supreme Court in the case of National Small Industries Corpn. Ltd. v. Harmeet S