Every Company shall prepare and keep at its registered office books of account and other relevant books and papers and financial statement for every financial year which give a true and fair view of the state of the affairs of the company, including that of its branch office or offices, if any, and explain the transactions effected both at the registered office and its branches and such books shall be kept on accrual basis and according to the double entry system of accounting.
However sometimes, it might be possible that the registered office of the Company is at a different place and the books of accounts are to be kept at a different place. In such a situation, we need to inform the Registrar as prescribed in Section 128 of the Companies Act, 2013 read with Rule 2A of the Companies (Account) Rules. 2014. In this article, we shall study the procedure, compliances and other important aspects of keeping the books of accounts and other relevant papers at a place other than registered office:
1. PROCEDURAL ASPECT:
| S. No. | Particulars |
| 1. | Give notice to Directors along with the agenda and notes on agenda to convene the Board Meeting at least seven days before the date of the meeting in compliance with the Secretarial Standards I. |
| 2. | Convene the Board Meeting to decide upon the place where the books of accounts and other relevant books and papers and financial statement are required to be kept and pass the resolution approving the same. |
| 3. | File e-Form AOC-5 along with the certified true copy of the board resolution as an attachment within 7 days from of passing of the board resolution. |
2. IMPORTANT POINTS ABOUT THE FORM
i. The Form shall ask for the following information/documents:
- CIN of the Company
- Date of board resolution wherein a decision regarding address at which books of account are to be maintained has been taken
- Address at which the book of account are to be maintained
- Details pertaining to the police station under whose jurisdiction the place of the address at which the books of accounts are to be maintained falls
ii. The Form is on non STP mode i.e. the same shall be approved by the ROC.
iii. The form shall be digitally signed by the Director/Manager/Company Secretary/CEO/CFO of the Company.
iv. The certification of any professional is not required in the Form.
3. STATUTORY COSTING
The statutory cost of the Form shall range from Rs. 200 – 600 depending upon the authorised share capital of the Company if the same is filed within 7 days of passing of the board resolution. Otherwise, the penalty shall be levied on the Company as per the applicable rules.
4. GENERAL FAQs:
A. Can I keep the records outside the state where the registered office of the Company is situated?
Yes, as per the language of the proviso to Section 128(1) of the Companies Act, 2013, “the books of account aforesaid and other relevant papers may be kept at such other place in India” and accordingly, it is clearly interpreted that the records can be kept at any place outside the State at which registered office is situated but the not outside India.
B. What’s the benefit of filing this Form even if we are keeping records at a different place?
It is important to file this Form as the ROC has the power to inspect your book of accounts, financial statements and other relevant documents as and when he finds it suitable. Further, with the introduction of the ACTIVE form and as a matter of good corporate governance, it is always recommendable to intimate the ROC as required.
3. Is this form has to be filed yearly?
No, this Form is required to be filed one time as and when the Board resolution deciding to keep book of accounts at a place other than the registered office is passed.
{The author is a Company Secretary in Practice and can be reached at (M) 9999952595 and (E) cskajalgoyal@gmail.com}
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