Registrar of Companies (ROC) in Cuttack has imposed a penalty on T K International Limited and two of its officers, Tarnala Banambar Patra and Rohit Agarwal, for a violation of Section 134(8) of the Companies Act, 2013. The penalty was issued because the company failed to comply with Section 134(3)(h) and Rule 8(2) of the Companies (Accounts) Rules, 2014. Specifically, for the financial year ending on March 31, 2015, the company’s Board Report did not include the required particulars of contracts or arrangements with related parties in Form AOC-2.
In its reply to the show-cause notice, the company admitted that the Form AOC-2 was inadvertently not attached to the balance sheet. It argued that the required details were present in the audit report. However, the Adjudicating Officer deemed this explanation unsatisfactory, as the law requires the information to be included in the board report itself. As a result, the ROC proceeded with the penalty. A penalty of up to ₹3,00,000 was imposed on the company, and up to ₹50,000 was imposed on each of the two officers. The company and the officers are required to pay the penalty within 90 days. They have the option to appeal the decision to the Regional Director in Kolkata within 60 days of receiving the order. The order reinforces the importance of strict adherence to the statutory requirements for corporate governance and financial reporting.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Cuttack
ROC-cum-Official Liquidator, Ministry Of Corporate Affairs, Corporate Bhawan, 2nd & 3rd Floor, Plot No-9(P), Sector-1,CDA,
Cuttack, Odisha, India, 753014
Phone: 0671-2366952 | E-mail: roc.cuttack@mca.gov.in
Order ID: PO/ADJ/08-2025/CT/00600 Dated: 28/08/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 134(8) OF THE COMPANIES ACT, 2013.
A. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its Gazette notification number S.O. 831(E) dated 24/03/2015 appointed undersigned as Adjudicating Officer in exercise of the powers conferred by section 454 of the Companies Act, 2013 [herein after known as Act] read with Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act..
B. Company details:
In the matter relating to T K INTERNATIONAL LIMITED [herein after known as Company] bearing CIN U55101OR1982PLC001092, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at Office No. 8, 1st Floor, Block 1 & 2, BMC Bhawani Commercial Enclave, Saheed Nagar Bhubaneswar Khorda Orissa India 751007
Individual details:
In the matter relating to TARNALA BANAMBAR PATRA [herein after known as individual] having DIN 01590533 and having its address at PLOT NO: B-93, UTKAL ROYAL RESIDENCY, GAUTAM NAGAR BHUBANESWAR Orissa India 751014
In the matter relating to ROHIT AGARWAL [herein after known as individual] having PAN ATNPA0107A and having its address at House No. 39 Ghora Mohalla, AyaNagar Rohini New Delhi Delhi India 110047
C. Provisions of the Act:
(8) If a company is in default in complying with the provisions of this section, the company shall be liable to a penalty of three lakh rupees and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees
D. Facts about the case:
1. Default committed by the officers in default/noticee – As per the provisions of Section 134(3)(h) of the Companies Act, 2013 and the Rules 8(2) of Companies (Accounts) Rules, 2014, the report of the Board shall contain the particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 in the Form AOC-2, but the company has not enclosed the same for the financial year ended 31.03.2015 , hence contravened the provisions of Section 134(3)(h) of the Companies Act, 2013.
2. N.A.
E. Order:
1.
Facts about the case : As per the provisions of Section 134(3)(h) of the Companies Act, 2013 and the Rules 8(2) of Companies (Accounts) Rules, 2014, the report of the Board shall contain the particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 in the Form AOC-2, but the company has not enclosed the same for the financial year ended 31.03.2015 and hence, contravened the provisions of Section 134(3)(h) of the Companies Act, 2013.
SCN : The Show Cause Notice (SCN) was issued.
Reply of the Company : The company in its reply dated 02.08.2025 stated that inadvertently AOC-2 was not attached during filing of balance sheet but necessary evidence with respect to detail information of related party transaction for the financial year ended March 31, 2015 is there in audit report.
Order : Having considered the facts & circumstances and documentary evidence, the A.O. is of the view that the company has violated the provision of Section 134(3)(h) of the Companies Act, 2013 and the Rules 8(2) of Companies (Accounts) Rules, 2014.
Hence, the A.O. do hereby impose penalty upon the company and its Officers for the relevant period under the provisions of Section 134(8) of the Companies Act, 2013 for violation of Section 134(3)(h) of the Companies Act, 2013.
- The details of penalty imposed on the company, officers in default and others are shown in the table below:
| (A) | Name of person on whom penalty imposed (B) | Rectification of Default required (C) | Penalty Amount (D) | Additional Penalty (E) (*Per day of continuing default i.e. date of rectification of default less order issue date) | Maximum limit for Penalty (F) |
| 1 | T K INTERNATIONAL LIMITED having CIN as U55101OR1982P LC001092 | 300000 | 0 | 300000 | |
| 2 | TARNALA BANAMBAR PATRA having DIN as 01590533 | 50000 | 0 | 50000 | |
| 3 | ROHIT AGARWAL having PAN as ATNPA0107A | 50000 | 0 | 50000 |
3. The notified officers in default/noticee shall rectify the default mentioned above and pay the penalty, so applicable within 90 days of receipt of the order.
4. The notified officers in default/noticee shall pay the penalty amount via ‘e-Adjudication’ facility which can be accessed through the respective login IDs on the website of Ministry of Corporate Affairs and upload the copy of paid challan / SRN of e-filing (if applicable) on the ‘e-Adjudication’ portal itself. It is also directed that the penalty so imposed upon the officers in default shall be paid from their personal sources/income.
5. Appeal against this order may be filed in writing with the Regional Director, RD Kolkata within a period of sixty days from the date of receipt of this order, in Form ADJ setting for the grounds of appeal and shall be accompanied by a certified copy of this order [Section 454 (5) & 454 (6) of the Act, read with Companies (Adjudication of Penalties) Rules, 2014].
6. For penal consequences of non-payment of penalty within the prescribed time limit, please refer Section 454(8) of the Companies Act, 2013.
Sudhir Kapoor,
Registrar of Companies
ROC Cuttack
