Section 128
(1) of the Companies Act, 2013 provides that 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, First proviso Section 128 (1) of the
Companies Act, 2013 further provides that to all or any of the books of
account aforesaid and other relevant papers may be kept at such other place in India as the Board of Directors may
decide and where such a decision is taken, the company shall, within seven days
thereof, file with the Registrar a notice in writing giving the full address of
that other place
Can a company
keep the books at a place outside India, if the registered office situates in
India?
The wording of the proviso to Section
128(1) is “All or any of the books of account aforesaid and other relevant
papers may be kept at such other place in India”. Accordingly, the company
cannot keep the books outside India.
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.
Hold a
meeting of the Board or pass Board resolution by circulation:
To consider
and approve place other than the registered office where books of accounts of
the company may be kept;
To
authorize CS or CFO or any director of the company to file a notice of
address at which books of account are to be maintained with ROC.
File a
notice of address at which books of account are to be maintained with ROC
within 7 days of Board resolution in Form AOC-5 along with the requisite
documents and fees.
The books
of account of company relating to a period of not less than 8 financial years
immediately preceding a financial years, or where the company had been in
existence for a period less preceding years together with vouchers relevant
to any entry in such books of account shall be kept in good order.
However, where an investigation had been ordered in
respect of the company, the Central Government may direct that the books of
account may be kept for such longer period than 8 years, as it may deem fit.
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CONSIDERING
AND APPROVING PLACE OTHER THAN THE REGISTERED OFFICE WHERE BOOKS OF ACCOUNT
OF THE COMPANY MAY BE KEPT:
“RESOLVED
THAT pursuant
to the provisions of Section 128 of the Companies Act, 2013 read with Rules
made thereunder (including any statutory modification or re-enactment thereof
for the time being in force) consent of the Board of Directors of the Company
be and is hereby accorded for keeping and maintaining Books of Accounts of
the Company at----------------------------------- along with registered
office of the company with effect from --/--/----.
RESOLVED
FURTHER THAT
Mr. /Ms. -----------, director/CS/CFO of the Company be and is hereby
authorized to file the necessary documents/ form(s) with the ROC and to do
all such acts, deeds, matters and things as may be necessary, desirable,
proper or expedient for the purpose of giving effect to this resolution and
for matters connected therewith or incidental thereto.”
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CS SANDEEP SINGH CHAUHAN - Linkedin Profile
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