Companies Act mandates every company to keep its books of accounts and other related books, papers along with financial statements at the Registered Office of the company. This provision has been given under section 128 of the companies act, 2013. But in many cases, the registered office of the company is being situated a place where the company does not work or a place which is best suited for giving the address of Registered Office of the company ONLY whereas the work area or the corporate office is at some other place. But as per the act, the books and registers are mandatorily required to be kept only at the address which has been intimated to the ROC as Registered Office of the company.
As stated above, in most of the cases, the work area of the companies is not the one where the books are kept and it is not possible for the companies to send their employees regularly at the registered office address just to maintain the daily books and registers. Hence, the act has given relaxation to the companies to keep the books at a place other than registered office address provided the Directors have passed the resolution for the same in the duly held Board meeting and the same has been intimated to the concerned ROC within 7 days of passing the resolution by filing of E Form AOC-5.
FOLLOWING ARE THE SOME FAQS ON THE ABOVE SECTION
1. Can a company keep the books and registers at a place other than registered office of the company?
Yes, As per Proviso to Section 128(1), the books may be kept at such other place in India as the Board of Directors may decide via passing of resolution in the duly held Board Meeting of the company.
2.Is it mandatory to intimate the concerned ROC for keeping the books at a place other than Registered Office of the company?
Yes, the company needs to intimate the ROC within 7 days of passing of the resolution via filing and uploading of E-Form AOC 5.
3. Can a company keep the books at a place outside India , if the registered office situates in India?
The wordings of the Proviso to Section 128(1) is “Provided that all or any of the books of account aforesaid and other relevant papers may be kept at such other place in India”, Hence, in my opinion, company cannot keep the books outside India.
4. Where shall the Books of accounts of branch office be kept?
The Books of accounts and other related books or registers of branch office shall be kept at Branch office only provided the proper summarized returns are being sent periodically at registered office of the company or at a place decided by the board as per the proviso of section 128(1)
5. Is it necessary to carry all the books at a new place or a part of books may also be carried?
Proviso of Section 128 says “Provided that All Or Any Of The Books of account aforesaid”. So, in my opinion, the company may carry only a part of the books which are of routine nature to a place other than registered office of the company and may leave the books of previous years or which are not mostly required on daily basis, at registered office of the company. Provided the resolution pertaining to same has been filed indicating the types of registered and books to be kept at place other than registered office of the company.
6. Whether the option was also given under Companies Act 1956?
Yes under section 209(a) of Companies Act 1956, the same relaxtion had been given to keep the books at a place other than registered office of the company and the companies were required to file E-Form 23AA for the same
7. What attachments need to be given along with E Form AOC-5?
Copy of Board resolution wherein a decision regarding address at which books of account are to be maintained has been taken is to be attached. Any other information can be provided as an optional attachment
8. How the E Form shall be processed?
The eForm will be processed by the office of Registrar of Companies (Non STP). On processing of the eForm the details will be saved with MCA.
9. What is the penalty if the books are not been maintained as per Section 128?
If the managing director, the whole-time director in charge of finance, the Chief Financial Officer or any other person of a company charged by the Board with the duty of complying with the provisions of this section, contravenes such provisions, such managing director, whole-time director in charge of finance, Chief Financial officer or such other person of the company shall be punishable with imprisonment for a term which may extend to one year or with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees or with both.
CS Mohit Saluja, Mohit Saluja & Associates, 2nd Floor, Malhotra Complex, Sehdev Market, Jalandhar City, M- 9914558709, [email protected]