CA Manish Soni

CA Manish SoniNow-a-days, almost all the private limited companies have directors’ residences or consultants’ offices as its registered office address for receiving all communications from stakeholders/Income-tax jurisdiction etc. However the actual place of business is a place different from registered office where all business activities are carried on. Entire books of accounts and records are also kept at actual place of business.

As per new Companies Act, 2013, if a company maintains its books of accounts at any other place, the same should be reported to RoC by way of filing of Form AOC-5 (Earlier it was Form 23AA under Companies Act, 1956). Non-compliance can result into heavy monetary penalty as well as imprisonment of Directors/MD/CFO.

As per Sec. 128 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 as amended from time to time:

  • A company shall keep books of accounts, relevant books and papers and financial statements at its registered office only
  • Books must be kept on accrual basis and according to double entry system of accounting
  • It can be in hard copy or electronic mode
  • In case of records in electronic mode, company shall intimate name of service provider, it’s IP address & location, address (if on cloud) to RoC on an annual basis at the time of filing of financial statement
  • Any or all such accounting records may also be kept at any other place in India as decided by BoD
  • Form AOC-5 must be filed mentioning the full address of place within 7 days of decision made by BoD to keep the books of accounts at any other place in India alongwith copy of board resolution as an attachment. The form is not required to be digitally signed by practising CA/CS/CMA. (Kindly note that proof of address where books are kept is not required to be attached)
  • In case of Branches (in or outside India), books can be kept at branch office only provided summarised returns are sent to the registered office at regular intervals (On a quarterly basis in case of Foreign Branches based outside India)
  • Books alongwith vouchers must be kept in good order for 8 years immediately preceeding the relevant year. Eg. in the running FY 2014-15, the company must keep its records from FY 2006-07 to FY 2013-14 (Central Government may require for keeping books of longer period if investigation has been ordered)

Penalty for non-compliance of above provision

  • MD/WTD/CFO/Other responsible person can be imprisoned for a period upto 1 year, or
  • Minimum fine of INR 50,000 (Maximum INR 500,000), or
  • Both

Therefore, all companies which maintain books of accounts at any place in India other than registered office shall comply with any of the following option:

  • change its registered office to the present place of business where books of accounts are actually maintained, or
  • keep its books of accounts and records at actual registered office only, or
  • report the other address in India where books of accounts are maintained by filing Form AOC-5 at the earliest.

Other Articles from CA Manish Soni

More Under Company Law


  1. Aditi says:

    There is also a requirement of providing the details of the service provider in case of maintaining books in electronic form. Does that also have to be filed in AOC 5? Don’t see an option in the form to fill these details.

  2. Sumit Rastogi says:

    I agree with you Mr. Kamal, very nicely complied by Mr. Soni.

    Short and crisp!

    My query is the same of Mr. Kamal and my one request is if you could share the BR format for the same.

  3. H Kaur says:

    Dear Mr Manish Soni,
    Similar query to the one above.
    Private Ltd Co. in existance for over 25 years.
    Books of Accounts have never been maintained at Registered Office.
    If Form 23AA was filed, it is now not locatable as so many years have passed.
    Is the Company obliged to re-inform the ROC by filing a fresh AOC-5 ??
    If yes, then fresh AOC-5 will show it as a new decision to keep records at a different place than the Regd. Office??


  4. kamal says:

    Dear Mr. Manish,

    Very nicely compiled!

    Pls clear my one query

    In case of a company which has been keeping its books of account other than regi. office even out of state. shall AOC 5 file by this company? if yes then from which date it will show its maintaince date.

    Assume it has not file any form as per old act.

Leave a Comment

Your email address will not be published. Required fields are marked *