## Section 128(1) — Duty to Maintain Books of Accounts
### The Rule
Every company shall prepare and keep at its Registered Office the Books of Accounts and other relevant books, papers and financial statements that:
1. Give a True and Fair view of the state of affairs of the company (including its branch offices, if any);
2. Explain the transactions effected both at the registered office and at the branches; and
3. Are kept on accrual basis and according to the double entry system of accounting.
### Exception — Place other than Registered Office
BoA or FS may be kept at any other place in India decided by the Board of Directors.
When the BOD so decides:
The company shall file with the Registrar of Companies (ROC) a notice in writing
Giving the full address of that other place
Within 7 days of such decision
In Form AOC-5
### Quick Summary Diagram
```
Books of Accounts must be kept
|
┌─────────────┴─────────────┐
| |
Default: at Registered Other place in India
Office (only by Board Resolution)
|
File Form AOC-5 with ROC
within 7 days
```
Worked example
### Example 1
Q. The Board of ABC Ltd. on 1st April decides to keep BoA at its Mumbai office instead of the Registered Office in Delhi. By when and in what form must intimation be filed with the ROC?
A. Notice must be filed in Form AOC-5 within 7 days from the date of the Board decision (i.e., by 8th April), giving the full address of the Mumbai premises.
### Example 2
Q. Can a company maintain its Books of Accounts on cash basis?
A. No. Sec. 128(1) mandates that BoA be kept on accrual basis and as per double entry system only.
⚠️ Common exam mistakes
Saying BoA can be kept anywhere — the alternate place must still be in India.
Quoting the wrong form — it is AOC-5, not AOC-4 (which is for filing FS).
Confusing the timeline — intimation is within 7 days of the Board decision, not 30 days.
Bare-Act text Sec. 128(1) · Companies Act, 2013 read with Rule 2A of Companies (Accounts) Rules, 2014 · click to expand
Section 128(1): 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: 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.