eForm AOC-5 why its a relevant form for Companies today

eForm AOC-5 why its 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 theCompanies (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 theCompanies (Accounts) Rules, 2014as 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, its 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-5must be filed mentioning the full address of placewithin 7 daysof passing of Board resolution
• 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 along with vouchers must be kept in good order for8 yearsimmediately preceding the relevant year.

eForm Number as per Companies Act, 1956 eForm 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:

Nominal Share Capital (INR)	Fee applicable
Less than 1,00,000	Rupees 200
1,00,000 to 4,99,999	Rupees 300
5,00,000 to 24,99,999	Rupees 400
25,00,000 to 99,99,999	Rupees 500
1,00,00,000 or more	Rupees 600

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

Period of delays	All forms
Up to 30 days	2 times of normal fees
More than 30 days and up to 60 days	4 times of normal fees
More than 60 days and up to 90 days	6 times of normal fees
More than 90 days and up to 180 days	10 times of normal fees
More than 180 days	12 times of normal fees

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:

1. a term which may extend to one year; or
2. with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees; or
3. with both.

It is one of such provision which many companies might end up non-complying without actually realising 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:

• change its registered office to the present place where books of accounts are actually maintained, or
• keep its books of accounts and records at actual registered office as well, or
• 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.