Section 128:
Books of account, etc., to be kept by company
(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:
Provided further that the company may keep such books of account or other relevant papers in
electronic mode in such manner as may be prescribed.
(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 summarized 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).
(3) The books of account and other books and papers maintained by the company within India shall
be open for inspection at the registered office of the company or at such other place in India by any
director during business hours, and in the case of financial information, if any, maintained outside the
country, copies of such financial information shall be maintained and produced for inspection by any
director subject to such conditions as may be prescribed:
Provided that the inspection in respect of any subsidiary of the company shall be done only by the
person authorised in this behalf by a resolution of the Board of Directors.
(4) Where an inspection is made under sub-section (3), the officers and other employees of the
company shall give to the person making such inspection all assistance in connection with the inspection
which the company may reasonably be expected to give.
(5) The books of account of every company relating to a period of not less than eight financial years
immediately preceding a financial year, or where the company had been in existence for a period less than
eight years, in respect of all the preceding years together with the vouchers relevant to any entry in such
books of account shall be kept in good order:
Provided that where an investigation has been ordered in respect of the company under Chapter XIV,
the Central Government may direct that the books of account may be kept for such longer period as it
may deem fit.
(6) If the managing director, the whole-time director in charge of finance, the Chief Financial Officer
or any other person of a company charged by the Board with the duty of complying with the provisions of
this section, contravenes such provisions, such managing director, whole-time director in charge of
finance, Chief Financial Officer or such other person of the company shall be punishable 1*** with fine
which shall not be less than fifty thousand rupees but which may extend to five lakh rupees 2***.
Notes:
1. The words [with imprisonment for a term which may extend to one year or] omitted by Act 29 of 2020, s. 24 (w.e.f. 21-21-
2020).
2. The words [or with both] omitted by s. 24, ibid. (w.e.f. 21-12-2020).