Books of account, etc., to be kept by company
Section 128 of the Companies Act, 2013 deals with books of account, etc., to be kept by company. 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 The Act came into force on 01 Apr 2014.
(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***.
Section 128, The Companies Act, 2013 (Act 18 of 2013).
Cross-references
Extracted from the operative text of the enactments themselves. Every destination below exists in our corpus.
Related judgements & precedents
These are some judgments that construed this section, and hold precedence value. They hold authority on how to read, interpret and use this section.
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Winwind Power Energy Private Limited v. Assistant Registrar of Companies
Court's Decision & Legal Precedent
DATE VERIFIED Final Order 15.07.2025 (order-4.pdf): SB quashed RoC SCNs alleging books-of-account violations against a company sold as a going concern post-liquidation; clean-slate doctrine protects new management from prosecution for prior management’s s.128 breaches.
On this section: s.128 books-of-account duties of prior management do not found post-acquisition prosecution of clean-slate going-concern purchaser.
The holding above is the ratio decidendi as extracted from the judgment by eCourts India, reproduced unaltered — it is a rendering of the court's reasoning, not a substitute for its words. Read the order itself before relying on it.
Judgments citing this section
These may be obiter dicta or a precedent, for you to study. These are the judgments where this section is quoted.
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… During the course of search proceedings, the books of accounts were not produced before the authorised officers till 17th February, 2022, even after the commencement of search action on 15th February, 2022. It was submitted that the Petitioner is not complying with the legal requirement under the provisions of Section 128 of the Companies Act 2013 read with Rule 3 of Companies (Accounts) Rules, 2014, which prescribes that backup of the books of account maintained in electronic mode, including at a place outside India is required to be kept in servers physically located in India. Neither such location was conveyed during search nor in …
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… me, by the learned Solicitor General, both orally as well as in writing, regarding the manner of accounting to be adopted by MIAL under the OMDA, whether it was to be on accrual basis or on actuals, i.e. on the basis of cash actually earned, the fine distinction between these two systems of accounting, and even Section 128 of the Companies Act, 2013. In my prima facie view, these issues are really tangential to the controversy before me. I am not required, for the purpose of deciding this Section 9 application, to enter into the subtle niceties of the obligations of MIAL under the OMDA. I proceed, arguendo , on the basis that the …
Made under this section, and citing it
11 instruments state that it was made under this provision — the power to make it comes from here, so a change to any of them changes what this section requires in practice. Newest first.
- G.S.R 40(E) Companies (Accounts) Amendment Rules, 2023Rule 2023
- G.S.R 408(E) Companies accounts second amendment rules 2023 dated 31.05.2023Rule 2023
- G.S.R. NO. 235 (E) Companies (Accounts) Second Amendment Rules, 2022 dated 31.03.2022Rule 2023
- Companies Accounts Amendment Rules 2022Rule 2022
- G.S.R 407(E) Companies (Accounts) Third Amendment Rules, 2022 dated 31.05.2022Rule 2022
- Companies (Accounts) Amendment Rules, 2018Rule 2018
- Companies (Accounts) Amendment Rules, 2017.Rule 2017
- Companies (Accounts) Amendment Rules, 2016Rule 2016
- Companies (Accounts) Second Amendment Rules, 2015Rule 2015
- Chapter IX - The Companies (Accounts) Rules, 2014.Rule 2014
- The Companies (Accounts) Amendment Rules, 2014Rule 2014
Another 1 instrument names this provision in its title or its text without being made under it.
Questions about Section 128
What have the courts held on Section 128 of the Companies Act?
Winwind Power Energy Private Limited v. Assistant Registrar of Companies (15 Jul 2025) is the leading judgment on this section among those set out below: s.128 books-of-account duties of prior management do not found post-acquisition prosecution of clean-slate going-concern purchaser.
How do I find court cases under Section 128 of the Companies Act?
In judgments and charge sheets this section is written several ways, and each form finds a different set of orders. These search the full text of every order eCourtsIndia holds, best matches first: Companies Act 128, section 128 Companies Act, section 128 of the Companies Act. People searching for it also type companies ordinance 128. Each opens the full list of orders on eCourtsIndia, where it can be narrowed by court, year and outcome. 1 reported judgment on this section is set out on this page, beginning with Winwind Power Energy Private Limited v. Assistant Registrar of Companies (15 Jul 2025).
What should I read with Section 128 of the Companies Act, and has it changed?
2 other provisions in this corpus refer back to it. The rules and notifications made under it are where it actually bites, and there are 11: most recently G.S.R 40(E) Companies (Accounts) Amendment Rules, 2023 (2023), then G.S.R 408(E) Companies accounts second amendment rules 2023 dated 31.05.2023 (2023), and 9 more.
When did Section 128 of the Companies Act come into force?
Section 128 of the Companies Act, cited as Companies Act 128, came into force on 01 Apr 2014, having been enacted on 29 Aug 2013. It is in force as at the date shown on this page.
Other sections of this Act
- 2. Definitions5089 words
- 143. Powers and duties of auditors and auditing standards1867 words
- 230. Power to compromise or make arrangements with creditors and members1432 words
- 232. Merger and amalgamation of companies1416 words
- 149. Company to have Board of Directors1403 words
- 217. Procedure, powers, etc., of inspectors1390 words
Source and method. Compiled from the enactments of Parliament and of the State legislatures as published on India Code, and republished together with commentary and other original matter under section 52(1)(q)(ii) of the Copyright Act, 1957. Structured, cross-referenced and maintained by eCourtsIndia. Text as in force on 14 Oct 2026. This page is not a substitute for legal advice.