eForm AOC-5 - Why is it a relevant form for companies today?

To incorporate a Company, proof of address is mandatory to have a registered office. So mostly a promoter of start-ups opens a Company using its own residential address as a Registered Office address and then start a business on rented premises. This helps them in maintaining the same address while changing the place of business depending on the need and cash outflow. However the actual place of business is a place different from registered office where all business activities are carried on. Also, in many cases the books of accounts are maintained on different place then the registered office due to various reasons.

Section 128 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 makes it clear that a Company shall keep books of accounts, relevant books and papers and financial statements at its registered office only. However the  proviso to Section 128 provides that 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.

Which means that a Company can keep its Books of Accounts at any place in India. However, an intimation in form AOC-5 is mandatory within 7 days of passing of Board Resolution along with copy of such board resolution. The form does not required professional certification and proof of such address is not mandatory to be provided in the form.

As per Section 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 Board of Directors. However, in such case eForm AOC-5 must be filed mentioning the full address of place within 7 days of passing of Board resolution

• In case of Branches (in or outside India), books can be kept at branch office only provided summarized returns are sent to the registered office at regular intervals (On a quarterly basis in case of Foreign Branches based outside India)

• Books along with vouchers must be kept in good order for 8 years immediately preceding the relevant year.

e-Form Number as per Companies Act, 1956:  e-Form 23AA as per section 209(1) of the Companies Act, 1956

Fees Applicable:

The ROC fees of the form is dependent on the Authorised Capital of the Company. Which shall be as under:

Additional Fees (in case if form is filed after 7 days of passing of Board Resolution)

Penalty for non-compliance of any provision of Section 128 (regarding Books of Accounts):

Managing Director, Whole Time Director, CFO and Other responsible person of a company charged by the Board with the duty of complying with the provisions of the section, contravenes such provision, shall be punishable with:

- 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.

It is one of such provision which many companies might end up non-complying without actually realizing it. Hence, if the Company does not have its Books of Accounts at its Registered office, it shall take any of the following steps immediately:

1. Change its registered office to the present place where books of accounts are actually maintained, or
2. Keep its books of accounts and records at actual registered office as well, or
3. Take Board Approval and file Form AOC-5 within 7 days of passing of such resolution, intimating the place of keeping its Books of Accounts.  

The author is the Founder and Partner at JMJA & Associates LLP. With over 10 years of work experience in various listed companies and conglomerates, he has a rich and varied experience in his portfolio.

Disclaimer: This material and the information contained herein are prepared by JMJA & Associates LLP, Practising Company Secretaries (JMJA) is intended to provide general information on a particular subject or subjects and is not an exhaustive treatment of such subject(s). None of JMJA, its associate firms, or its members/employees is, by means of this material, rendering professional advice or services. The information is not intended to be relied upon as the sole basis for any decision which may affect you or your business. Before making any decision or taking any action that might affect your personal finances or business, you should consult a qualified professional adviser. JMJA shall not be responsible for any loss whatsoever sustained by any person who relies on this material.