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Procedure for keeping books of accounts at a place other than the registered address of the Company (Form AOC-5)

 As per the provisions of Section 128 of the Companies Act, 2013, "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 an accrual basis and according to the double-entry system of accounting:"

However, sometimes the management of the Company may want to keep the books of accounts of the Company at a place other than the registered office of the Company, in such cases, the law provides that "Provided 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".

The Procedure for keeping the books of accounts at a place other than the Registered office of the Company is as follows:

1) Give notice of not less than 7 days to the Board of Directors of the Company for considering the resolution for keeping the books of accounts at a place other than the registered address in India;

2) Hold a Board Meeting and approve the resolution for the aforesaid purpose;

3) File Form AOC-5 with the Registrar of Companies ("ROC") within 7 days of getting the Board's Approval on the resolution. It may further be noted that Form AOC-5 is a Non-STP Form and shall be considered and approved by the ROC.

A draft resolution for keeping the Books of Accounts at a place other than the registered office of the Company is given below:

DRAFT RESOLUTION

Approval for keeping the Books of Accounts of the Company at the corporate office of the Company in ___________.

“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 the Books of Accounts of the Company at the corporate office of the Company situated at “(Mention the full address of the place where the books of accounts of the Company will be kept)", India with effect from "(Mention the effective date from which the books of accounts will be kept at such other address)".

RESOLVED FURTHER THAT Mr. ___________, Mr. _________ and Mr. ____________, Directors of the Company be and are hereby severally 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 the above resolution and for matters connected therewith or incidental thereto.”  



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