NATIONAL COMPANY LAW TRIBUNAL COURT ROOM NO. 1, MUMBAI BENCH Item No. 42 CP/9(MB)2025 CORAM:

SH. PRABHAT KUMAR JUSTICE VIRENDRASINGH BISHT (Retd.) HON’BLE MEMBER (TECHNICAL) HON’BLE MEMBER (JUDICIAL)

ORDER SHEET OF THE HEARING ON 01.04.2025 NAME OF THE PARTIES: TEJRAJ GHAMANDIRAM GOWANI V/s REGISTRAR OF COMPANIES Section 441 of the Companies Act, 2013 ________________________________________________________________

ORDER

CP/9(MB)2025

1) Mr. Pulkit Sharma, Ld. Counsel for the Petitioner and Mr. A.K. Singh, Assistant Registrar h/f Registrar of Companies, Mumbai are present.

2) Both sides present and the Report filed by the Respondent is also available on record. In that view of the matter, we have perused the Company Petition.

3) This is a Company Petition filed under Section 441 of Companies Act, 2013 by Petitioner for violation of Section 165(1) r/w 165(3)(b) of the Companies Act, 2013 committed by the Company and its Directors.

4) The Petitioner has obtained Director Identification Number (DIN)

00786321. At the relevant time under the provisions of Companies Act, 1956, it was permissible to hold directorship in more than 20 companies at a time. Accordingly, the Petitioner was appointed as a Director in various companies over the years due to his professional expertise and reputation in the industry. The Petitioner held directorship in these various companies prior to the commencement of the Companies Act, 2013.

5) The Petitioner states that upon the implementation of the Companies Act, 2013 ("the Act") as per the provision of section 165 of the Act, any person holding directorship in more than 20 companies at the time of the implementation of the Act was inter alia required to resign/give up such directorship in over and above 20 companies within a period of one year from the commencement of the Act.

6) The Petitioner states that the operation of section 165 of the Act was brought into effect by the Central Government from 01.04.2014. In view thereof, the one year period prescribed under section 165 of the Act, continued until

31.03.2015.

7) The Petitioner states that the Respondent issued a Show Cause Notice No.

ROC/STA(BDS)/u/sl65/142434/1676 dated 23.02.2016 under section 165 of the Act ("Show Cause Notice"), inter alia observing that the Petitioner was a director in more than 20 companies and calling upon the Petitioner to make good the violation within 30 days. The Petitioner states that thereafter the Respondent preferred a complaint bearing C.C. No. 2587 SS of 2016, before Court of Metropolitan Magistrate at Girgaon, Mumbai against the Petitioner alleging contravention of the provisions of section 165 (1) read with section 165(3) (b) of the Act, which is pending hearing and disposal. Thereafter, on 16th May 2017, the Petitioner resigned from the remaining two companies, which were in excess of the prescribed limit.

8) The Petitioner has thereafter not exceeded directorship over and above the prescribed limit (20 Companies), as also set out from the record of Ministry of Corporate Affairs reflecting the details of the directorship held by the Petitioner over the period of time.

9) Hence, this Compounding Petition is being filed.

10) We have perused the Report filed by the Registrar of Companies. The ROC, Mumbai has filed its report/comments. The ROC stated that petitioner has defaulted/committed an offence by violating the provisions of Section 165 of the Act and submitted the calculation of minimum and maximum penalties that can be imposed for the violation. This Bench has gone through the pleadings on record and the submission made by the petitioner and the ROC and is of the considered view that the petitioner has violated the provision of Section 165 of the Act and for the said violation, the punishment is provided under Section 165 (6) of the Act.

11) The relevant provisions relating to the offence and punishment are as follows:

Section 165- Number of directorships.-(1) “No person, after the commencement of this Act, shall hold off