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 bas is 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 inspectio n 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 inexistence for a period les s 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 X IV,
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,