## Section 128(2) — Books for Branch Offices

Where a company has a branch office (in India or outside India), Sec. 128(1) is deemed to have been complied with if:

Step	Requirement
1	Proper BoA with respect to the transactions effected at the branch are kept at that office; AND
2	Proper summarised returns are sent periodically to the registered office (or the other place where BoA are kept under the proviso to Sec. 128(1))

### Periodicity of Summarised Returns (Rule 4)

The summarised returns of the branch office shall be sent to the registered office (or other place) at intervals of not more than 3 months (i.e., quarterly).

### Visual

```

Branch Office (India / Foreign)

Keeps its own BoA

Sends summarised return

| (at least quarterly)

Registered Office / Other place u/s 128(1) proviso

```

Worked example

### Example 1

Q. A company has a branch in Dubai. It maintains BoA at Dubai but sends summarised returns to its Mumbai RO once every 6 months. Is this compliant?

A. No. Under Rule 4, summarised returns must be sent at intervals not exceeding 3 months (i.e., quarterly). A half-yearly schedule violates Sec. 128(2).

⚠️ Common exam mistakes

Believing branch BoA need not be maintained separately if RO BoA is complete — branches must keep their own BoA.
Treating the periodicity as half-yearly or annual — it is quarterly.

Bare-Act text Sec. 128(2) · Companies Act, 2013 read with Rule 4 of Companies (Accounts) Rules, 2014 · click to expand

Section 128(2): Where a company has a branch office in India or outside India, it shall be deemed to have complied with the provisions of sub-section (1), if proper books of account relating to the transactions effected at the branch office are kept at that office and proper summarised returns periodically are sent by the branch office to the company at its registered office or the other place referred to in sub-section (1).

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Branch Office Accounts [Sec. 128(2)]

Worked example

⚠️ Common exam mistakes