R. 1 Short title and commencement
1. Short title and commencement.-
(1) These rules may be called the Companies (Accounts) Rules, 2014.
(2) They shall come into force on the 1st day of April, 2014.
Accounts Rules
G.S.R. 239(E)
The Companies (Accounts) Rules, 2014
Books of account in electronic mode and the audit trail requirement, consolidation of accounts, the matters to be included in the Board report, circulation and filing of financial statements, and the companies required to appoint an internal auditor.
13
Rules
G.S.R. 239(E)
Notification
01 April 2023
Audit trail from
Aug 2026
Rule 12 current to
Made under
The Companies Act, 2013 Chapter IX
17
rules visible
Default readable text
Opening text
Preamble
MINISTRY OF CORPORATE AFFAIRS NOTIFICATION New Delhi, the 31st March, 2014
G.S.R. 239(E).--In exercise of the powers conferred under sub-sections (1) and (3) of section 128, sub-section (3) of section 129, section 133, section 134, sub-section (4) of section 135, sub-section (1) of section 136, section 137 and section 138 read with section 469 of the Companies ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), 2013, and in supersession of the Companies (Central Government's) General Rules and Forms, 1956 or any other rules prescribed under the Companies ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), 1956 (1 of 1956) on matters covered under these rules, except as respects things done or omitted to be done before such supersession, the Central Government hereby makes the following rules, namely:-
Chapter I
3 rules
Preliminary
R. 2 Definitions
2. Definitions.- (1) In these rules, unless the context otherwise requires,-
(a) "ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013)" means the Companies ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), 2013 (18 of 2013);
(b) "AnnexureDefined in rule 2(b): Annexure means the Annexure to these rules" means the AnnexureDefined in rule 2(b): Annexure means the Annexure to these rules to these rules;
(c) "FeesDefined in rule 2(1)(c): the fees as specified in the Companies (Registration Offices and Fees) Rules, 2014." means the feesDefined in rule 2(1)(c): the fees as specified in the Companies (Registration Offices and Fees) Rules, 2014. as specified in the Companies (Registration Offices and FeesDefined in rule 2(1)(c): the fees as specified in the Companies (Registration Offices and Fees) Rules, 2014.) Rules, 2014;
(d) "FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;]" or "e-FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;]" means a formDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] set forth in AnnexureDefined in rule 2(b): Annexure means the Annexure to these rules to these rules which shall be used for the matter to which it relates;
(da) "Indian Accounting StandardsDefined in rule 2(1)(da): the Indian Accounting Standards referred to in rule 3 and the Annexure to the Companies (Indian Accounting Standards) Rules, 2015." means the Indian Accounting StandardsDefined in rule 2(1)(da): the Indian Accounting Standards referred to in rule 3 and the Annexure to the Companies (Indian Accounting Standards) Rules, 2015. referred to in rule 3 and AnnexureDefined in rule 2(b): Annexure means the Annexure to these rules to the Companies (Indian Accounting StandardsDefined in rule 2(1)(da): the Indian Accounting Standards referred to in rule 3 and the Annexure to the Companies (Indian Accounting Standards) Rules, 2015.) Rules, 2015;
(e) "ScheduleDefined in rule 2(e): Schedule means the Schedule to the Act" means the ScheduleDefined in rule 2(e): Schedule means the Schedule to the Act to the ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013);
(f) "sectionDefined in rule 2(f): section means the section of the Act; (2) The words and expressions used in these rules but not defined and defined in the Act or in the Companies (Specification of definitions details) Rules, 2014, shall have the meanings respectively assigned to them in the Act or in the said Rules. 1. Ins. by G.S.R. 680(E), dated..." means the sectionDefined in rule 2(f): section means the section of the Act; (2) The words and expressions used in these rules but not defined and defined in the Act or in the Companies (Specification of definitions details) Rules, 2014, shall have the meanings respectively assigned to them in the Act or in the said Rules. 1. Ins. by G.S.R. 680(E), dated... of the ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013);
(2) The words and expressions used in these rules but not defined and defined in the ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013) or in the Companies (Specification of definitions details) Rules, 2014, shall have the meanings respectively assigned to them in the ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013) or in the said Rules.
1. Ins. by G.S.R. 680(E), dated 4th September, 2015 (Companies (Accounts) Second Amendment Rules, 2015).
R. 2A Notice of address at which books of account are to be maintained
2A. Notice of address at which books of account are to be maintained.-- For the purposes of the first proviso to sub-section (1) of Section 128, the notice regarding address at which books of account may be kept shall be in FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] AOC-5.
1. Ins. by G.S.R. 37(E), dated 16th January, 2015 (Companies (Accounts) Amendment Rules, 2015). FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] AOC-5 in the AnnexureDefined in rule 2(b): Annexure means the Annexure to these rules was substituted by G.S.R. 40(E), dated 20th January, 2023, w.e.f. 23rd January, 2023.
Chapter II
6 rules
Books of Account and Financial Statements
R. 3 Manner of books of account to be kept in electronic mode
3. Manner of books of account to be kept in electronic mode.- (1) The books of account and other relevant books and papers maintained in electronic mode shall remain accessible in India so as to be usable for subsequent reference.
Provided that for the financial year commencing on or after the 1st day of April, 2023, every company which uses accounting software for maintaining its books of account, shall use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled.
(2) The books of account and other relevant books and papers referred to in sub-rule (1) shall be retained completely in the format in which they were originally generated, sent or received, or in a format which shall present accurately the information generated, sent or received and the information contained in the electronic records shall remain complete and unaltered.
(3) The information received from branch offices shall not be altered and shall be kept in a manner where it shall depict what was originally received from the branches.
(4) The information in the electronic record of the document shall be capable of being displayed in a legible formDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;].
(5) There shall be a proper system for storage, retrieval, display or printout of the electronic records as the Audit Committee, if any, or the Board may deem appropriate and such records shall not be disposed of or rendered unusable, unless permitted by law:
Provided that the back-up of the books of account and other books and papers of the company maintained in electronic mode, including at a place outside India, if any, shall be kept in servers physically located in India on a periodic basis.
(6) The company shall intimate to the Registrar on an annual basis at the time of filing of financial statement-
(a) the name of the service provider;
(b) the internet protocol address of service provider;
(c) the location of the service provider (wherever applicable);
(d) where the books of account and other books and papers are maintained on cloud, such address as provided by the service provider.
Explanation.- For the purposes of this rule, the expression "electronic mode" includes "electronic formDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;]" as defined in clause (r) of sub-section (1) of section 2 of Information Technology ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), 2000 (21 of 2000) and also includes an electronic record as defined in clause (t) of sub-section (1) of section 2 of the Information Technology ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), 2000 (21 of 2000) and "books of account" shall have the meaning assigned to it under the ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013).
1. Ins. by G.S.R. 205(E), dated 24th March, 2021, w.e.f. 1st April, 2021, which applied the audit trail requirement from the financial year commencing on or after 1st April, 2021. The commencement was deferred to 1st April, 2022 by G.S.R. 247(E), dated 1st April, 2021, and to 1st April, 2023 by G.S.R. 235(E), dated 31st March, 2022.
R. 4 Conditions regarding maintenance and inspection of certain financial information by directors
4. Conditions regarding maintenance and inspection of certain financial information by directors.- (1) The summarised returns of the books of account of the company kept and maintained outside India shall be sent to the registered office at quarterly intervals, which shall be kept and maintained at the registered office of the company and kept open to directors for inspection.
(2) Where any other financial information maintained outside the country is required by a director, the director shall furnish a request to the company setting out the full details of the financial information sought, the period for which such information is sought.
(3) The company shall produce such financial information to the director within fifteen days of the date of receipt of the written request.
(4) The financial information required under sub-rules (2) and (3) shall be sought for by the director himself and not by or through his power of attorney holder or agent or representative.
R. 4A Forms and items contained in financial statements
4A. Forms and items contained in financial statements.- The financial statements shall be in the formDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] specified in ScheduleDefined in rule 2(e): Schedule means the Schedule to the Act III to the ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013) and comply with Accounting Standards or Indian Accounting StandardsDefined in rule 2(1)(da): the Indian Accounting Standards referred to in rule 3 and the Annexure to the Companies (Indian Accounting Standards) Rules, 2015. as applicable:
Provided that the items contained in the financial statements shall be prepared in accordance with the definitions and other requirements specified in the Accounting Standards or the Indian Accounting StandardsDefined in rule 2(1)(da): the Indian Accounting Standards referred to in rule 3 and the Annexure to the Companies (Indian Accounting Standards) Rules, 2015., as the case may be.
1. Ins. by G.S.R. 680(E), dated 4th September, 2015 (Companies (Accounts) Second Amendment Rules, 2015).
R. 5 Form of statement containing salient features of financial statements of subsidiaries
5. FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] of Statement containing salient features of financial statements of subsidiaries.- The statement containing the salient feature of the financial statement of a company's subsidiary or subsidiaries, associate company or companies and joint venture or ventures under the first proviso to sub-section (3) of section 129 shall be in FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] AOC-1.
Note.- FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] AOC-1 in the AnnexureDefined in rule 2(b): Annexure means the Annexure to these rules was substituted by G.S.R. 742(E), dated 27th July, 2016 (Companies (Accounts) Amendment Rules, 2016).
R. 6 Manner of consolidation of accounts
6. Manner of consolidation of accounts.- The consolidation of financial statements of the company shall be made in accordance with the provisions of ScheduleDefined in rule 2(e): Schedule means the Schedule to the Act III of the ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013) and the applicable accounting standards:
Provided that in case of a company covered under sub-section (3) of section 129 which is not required to prepare consolidated financial statements under the Accounting Standards, it shall be sufficient if the company complies with provisions on consolidated financial statements provided in ScheduleDefined in rule 2(e): Schedule means the Schedule to the Act III of the ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013):
Provided further that nothing in this rule shall apply in respect of preparation of consolidated financial statements by a company if it meets the following conditions:-
(i) it is a wholly-owned subsidiary, or is a partially-owned subsidiary of another company and all its other members, including those not otherwise entitled to vote, having been intimated in writing and for which the proof of delivery of such intimation is available with the company, do not object to the company not presenting consolidated financial statements;
(ii) it is a company whose securities are not listed or are not in the process of listing on any stock exchange, whether in India or outside India; and
(iii) its ultimate or any intermediate holding company files consolidated financial statements with the Registrar which are in compliance with the applicable Accounting Standards:
Provided also that nothing contained in this rule shall, subject to any other law or regulation, apply for the financial year commencing from the 1st day of April, 2014 and ending on the 31st March, 2015, in case of a company which does not have a subsidiary or subsidiaries but has one or more associate companies or joint ventures or both, for the consolidation of financial statement in respect of associate companies or joint ventures or both, as the case may be:
Provided also that nothing in this rule shall apply in respect of consolidation of financial statement by a company having subsidiary or subsidiaries incorporated outside India only for the financial year commencing on or after 1st April, 2014.
1. Subs. by G.S.R. 742(E), dated 27th July, 2016. The proviso as inserted by G.S.R. 723(E), dated 14th October, 2014 had exempted an intermediate wholly-owned subsidiary, other than one whose immediate parent is a company incorporated outside India.
2. Ins. by G.S.R. 723(E), dated 14th October, 2014 (Companies (Accounts) Amendment Rules, 2014).
3. Ins. by G.S.R. 37(E), dated 16th January, 2015 (Companies (Accounts) Amendment Rules, 2015).
R. 7 Transitional provisions with respect to Accounting Standards
7. Transitional provisions with respect to Accounting Standards.- (1) The standards of accounting as specified under the Companies ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), 1956 (1 of 1956) shall be deemed to be the accounting standards until accounting standards are specified by the Central Government under section 133.
(2) Till the National Financial Reporting Authority is constituted under section 132 of the ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), the Central Government may prescribe the standards of accounting or any addendum thereto, as recommended by the Institute of Chartered Accountants of India in consultation with and after examination of the recommendations made by the National Advisory Committee on Accounting Standards constituted under section 210A of the Companies ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), 1956 (1 of 1956).
Chapter III
3 rules
Board's Report and Disclosures
R. 8 Matters to be included in Board's report
8. Matters to be included in Board's report.- (1) The Board's Report shall be prepared based on the stand alone financial statements of the company and shall report on the highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the company during the period under report.
(2) The Report of the Board shall contain the particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] AOC-2.
(3) The report of the Board shall contain the following information and details, namely:-
(A) Conservation of energy-
(i) the steps taken or impact on conservation of energy;
(ii) the steps taken by the company for utilising alternate sources of energy;
(iii) the capital investment on energy conservation equipments;
(B) Technology absorption-
(i) the efforts made towards technology absorption;
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(iv) the expenditure incurred on Research and Development.
(C) Foreign exchange earnings and Outgo-
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.
Provided that the requirement of furnishing information and details under this sub-rule shall not apply to a Government company engaged in producing defence equipment.
(4) Every listed company and every other public company having a paid up share capital of twenty five crore rupees or more calculated at the end of the preceding financial year shall include, in the report by its Board of directors, a statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors.
(5) In addition to the information and details specified in sub-rule (4), the report of the Board shall also contain -
(i) the financial summary or highlights;
(ii) the change in the nature of business, if any;
(iii) the details of directors or key managerial personnel who were appointed or have resigned during the year;
(iiia) a statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year.
Explanation.--For the purposes of this clause, the expression "proficiency" means the proficiency of the independent director as ascertained from the online proficiency self-assessment test conducted by the institute notified under sub-section (1) of section 150;
(iv) the names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year;
(v) the details relating to deposits, covered under Chapter V of the ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013),-
(a) accepted during the year;
(b) remained unpaid or unclaimed as at the end of the year;
(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-
(i) at the beginning of the year;
(ii) maximum during the year;
(iii) at the end of the year;
(vi) the details of deposits which are not in compliance with the requirements of Chapter V of the ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013);
(vii) the details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future;
(viii) the details in respect of adequacy of internal financial controls with reference to the Financial Statements.
(ix) a disclosure, as to whether maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), 2013, is required by the Company and accordingly such accounts and records are made and maintained,
(x) a statement that the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), 2013 (14 of 2013);
(xi) the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year.
(xii) the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.
(6) This rule shall not apply to One Person Company or Small Company.
1. Subs. by G.S.R. 742(E), dated 27th July, 2016, for "and the report shall contain a separate sectionDefined in rule 2(f): section means the section of the Act; (2) The words and expressions used in these rules but not defined and defined in the Act or in the Companies (Specification of definitions details) Rules, 2014, shall have the meanings respectively assigned to them in the Act or in the said Rules. 1. Ins. by G.S.R. 680(E), dated... wherein a report on the performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement is presented".
2. Ins. by G.S.R. 680(E), dated 4th September, 2015.
3. Ins. by G.S.R. 803(E), dated 22nd October, 2019, w.e.f. 1st December, 2019.
4. Ins. by G.S.R. 725(E), dated 31st July, 2018.
5. Ins. by G.S.R. 205(E), dated 24th March, 2021, w.e.f. 1st April, 2021.
6. Ins. by G.S.R. 725(E), dated 31st July, 2018.
R. 8A Matters to be included in Board's Report for One Person Company and Small Company
8A. Matters to be included in Board's Report for One Person Company and Small Company.- (1) The Board's Report of One Person Company and Small Company shall be prepared based on the stand alone financial statement of the company, which shall be in abridged formDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] and contain the following:-
(a) the web address, if any, where annual return referred to in sub-section (3) of section 92 has been placed;
(b) number of meetings of the Board;
(c) Directors' Responsibility Statement as referred to in sub-section (5) of section 134;
(d) details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government;
(e) explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report;
(f) the state of the company's affairs;
(g) the financial summary or highlights;
(h) material changes from the date of closure of the financial year in the nature of business and their effect on the financial position of the company;
(i) the details of directors who were appointed or have resigned during the year;
(j) the details or significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.
(2) The Report of the Board shall contain the particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] AOC-2.
1. Ins. by G.S.R. 725(E), dated 31st July, 2018 (Companies (Accounts) Amendment Rules, 2018).
R. 9 Disclosures about CSR Policy
9. Disclosures about CSR Policy.- The disclosure of contents of Corporate Social Responsibility Policy in the Board's report and on the company's website, if any, shall be as per annexureDefined in rule 2(b): Annexure means the Annexure to these rules attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014.
Chapter IV
5 rules
Circulation, Filing and Internal Audit
R. 10 Statement containing salient features of financial statements
10. Statement containing salient features of financial statements.- The statement containing features of documents referred to in first proviso to sub-section (1) of section 136 shall be in FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] AOC-3.
Provided that the Companies which are required to comply with Companies (Indian Accounting StandardsDefined in rule 2(1)(da): the Indian Accounting Standards referred to in rule 3 and the Annexure to the Companies (Indian Accounting Standards) Rules, 2015.) Rules, 2015 shall forward their statement in FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] AOC-3A.
1. Ins. by G.S.R. 191(E), dated 27th February, 2018 (Companies (Accounts) Amendment Rules, 2018), which also inserted FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] AOC-3A in the AnnexureDefined in rule 2(b): Annexure means the Annexure to these rules.
R. 11 Manner of circulation of financial statements in certain cases
11. Manner of circulation of financial statements in certain cases.- In case of all listed companies and such public companies which have a net worth of more than one crore rupees and turnover of more than ten crore rupees, the financial statements may be sent-
(a) by electronic mode to such members whose shareholding is in dematerialised format and whose email Ids are registered with Depository for communication purposes;
(b) where Shareholding is held otherwise than by dematerialised format, to such members who have positively consented in writing for receiving by electronic mode; and
(c) by despatch of physical copies through any recognised mode of delivery as specified under section 20 of the ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), in all other cases.
R. 12 Filing of financial statements and fees to be paid thereon
12. Filing of financial statements and feesDefined in rule 2(1)(c): the fees as specified in the Companies (Registration Offices and Fees) Rules, 2014. to be paid thereon.-
(1) Every company shall file the financial statement with Registrar together with FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] AOC-4 and the consolidated financial statement, if any, with FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] AOC-4 CFS.
(1A) Every Non-Banking Financial Company (NBFC) that is required to comply with Indian Accounting StandardsDefined in rule 2(1)(da): the Indian Accounting Standards referred to in rule 3 and the Annexure to the Companies (Indian Accounting Standards) Rules, 2015. (Ind AS) shall file the financial statements with Registrar together with FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] AOC-4 NBFC (Ind AS) and the consolidated financial statement, if any, with FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] AOC-4 CFS NBFC (Ind AS).
(1B) Every company covered under the provisions of sub-section (1) to section 135 shall furnish a report on Corporate Social Responsibility in FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] CSR-2 to the Registrar for the preceding financial year (2020-2021) and onwards as an addendum to FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] AOC-4 or AOC-4 XBRL or AOC-4 NBFC (Ind AS), as the case may be:
Provided that for the preceding financial year (2020-2021), FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] CSR-2 shall be filed separately on or before 30th June, 2022, after filing FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] AOC-4 or AOC-4 XBRL or AOC-4 NBFC (Ind AS), as the case may be:
Provided further that for the financial year 2021-2022, FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] CSR-2 shall be filed separately on or before 31st March, 2023 after filing FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] AOC-4 or AOC-4 XBRL or AOC-4 NBFC (Ind AS), as the case may be:
Provided also that for the financial year 2022-2023, FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] CSR-2 shall be filed separately on or before 31st March, 2024 after filing FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] No. AOC-4 or FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] No. AOC-4-NBFC (Ind AS), as specified in these rules or FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] No. AOC-4 XBRL as specified in the Companies (Filing of Documents and Forms in Extensible Business Reporting LanguageExplained in rule 12(2): a standardised language for communication in electronic form to express, report or file financial information by companies under that rule.) Rules, 2015 as the case may be:
Provided also that for the financial year 2023-2024, FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] CSR-2 shall be filed separately on or before 30th June 2025 after filing FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] No. AOC-4 or FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] No. AOC-4-NBFC (Ind AS), as specified in these rules or FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] No. AOC-4 XBRL as specified in the Companies (Filing of Documents and Forms in Extensible Business Reporting LanguageExplained in rule 12(2): a standardised language for communication in electronic form to express, report or file financial information by companies under that rule.) Rules, 2015 as the case may be.
(1C) Every company, along with e-formDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] No. AOC-4, AOC-4 CFS, AOC-4 (XBRL), AOC-4 NBFC (Ind AS) or AOC-4 CFS NBFC (Ind AS) and the respective attachments in portable document format as required, shall also file eform Extracts of Board Report, Extract of Auditor's Report (Standalone), Extracts of Audit Report (Consolidated), as the case may be:
Provided that a copy of signed financial statements duly authenticated as per section 134 of the ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013) (including Board's Report, auditor's report, and other documents) in portable document format shall also be attached with XBRL Forms.
(2) The class of companies as may be notified by the Central Government from time to time, shall mandatorily file their financial statement in Extensible Business Reporting LanguageExplained in rule 12(2): a standardised language for communication in electronic form to express, report or file financial information by companies under that rule. (XBRL) format and the Central Government may specify the manner of such filing under such notification for such class of companies.
Explanation.- For the purposes of this sub-rule, the term "Extensible Business Reporting LanguageExplained in rule 12(2): a standardised language for communication in electronic form to express, report or file financial information by companies under that rule." means a standardised language for communication in electronic formDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] to express, report or file financial information by companies under this rule.
(3) The feesDefined in rule 2(1)(c): the fees as specified in the Companies (Registration Offices and Fees) Rules, 2014. or additional feesDefined in rule 2(1)(c): the fees as specified in the Companies (Registration Offices and Fees) Rules, 2014. referred to in sub-section (1) of section 137 and in the second proviso to the said sub-section and in sub-section (2) of the said sectionDefined in rule 2(f): section means the section of the Act; (2) The words and expressions used in these rules but not defined and defined in the Act or in the Companies (Specification of definitions details) Rules, 2014, shall have the meanings respectively assigned to them in the Act or in the said Rules. 1. Ins. by G.S.R. 680(E), dated... shall be as specified in the Companies (Registration Offices and FeesDefined in rule 2(1)(c): the fees as specified in the Companies (Registration Offices and Fees) Rules, 2014.) Rules, 2014.
1. Subs. by G.S.R. 680(E), dated 4th September, 2015, for "(1) Every company shall file the financial statements with Registrar together with FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] AOC-4."
2. Ins. by G.S.R. 60(E), dated 30th January, 2020 (Companies (Accounts) Amendment Rules, 2020).
3. Ins. by G.S.R. 107(E), dated 11th February, 2022 (Companies (Accounts) Amendment Rules, 2022), which also inserted FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] CSR-2 in the AnnexureDefined in rule 2(b): Annexure means the Annexure to these rules.
4. The date was "31st March, 2022" as inserted; subs. as "31st May, 2022" by G.S.R. 235(E), dated 31st March, 2022 and as "30th June, 2022" by G.S.R. 407(E), dated 31st May, 2022.
5. Ins. by G.S.R. 407(E), dated 31st May, 2022 (Companies (Accounts) Third Amendment Rules, 2022).
6. Ins. by G.S.R. 408(E), dated 31st May, 2023 (Companies (Accounts) Second Amendment Rules, 2023).
7. Ins. by a notification later than 31st May, 2023. The date in this proviso ran first to 31st December, 2024, then to 31st March, 2025, and now to 30th June 2025.
8. Ins. by a notification later than 31st May, 2023.
R. 13 Companies required to appoint internal auditor
13. Companies required to appoint internal auditor.- (1) The following class of companies shall be required to appoint an internal auditor which may be either an individual or a partnership firm or a body corporate, namely:-
(a) every listed company;
(b) every unlisted public company having-
(i) paid up share capital of fifty crore rupees or more during the preceding financial year; or
(ii) turnover of two hundred crore rupees or more during the preceding financial year; or
(iii) outstanding loans or borrowings from banks or public financial institutions exceeding one hundred crore rupees or more at any point of time during the preceding financial year; or
(iv) outstanding deposits of twenty five crore rupees or more at any point of time during the preceding financial year; and
(c) every private company having-
(i) turnover of two hundred crore rupees or more during the preceding financial year; or
(ii) outstanding loans or borrowings from banks or public financial institutions exceeding one hundred crore rupees or more at any point of time during the preceding financial year:
Provided that an existing company covered under any of the above criteria shall comply with the requirements of section 138 and this rule within six months of commencement of such sectionDefined in rule 2(f): section means the section of the Act; (2) The words and expressions used in these rules but not defined and defined in the Act or in the Companies (Specification of definitions details) Rules, 2014, shall have the meanings respectively assigned to them in the Act or in the said Rules. 1. Ins. by G.S.R. 680(E), dated....
Explanation.- For the purposes of this rule -
(i) the internal auditor may or may not be an employee of the company;
(ii) the term "Chartered Accountant" or "Cost Accountant" shall mean a "Chartered Accountant" or a "Cost Accountant", as the case may be, whether engaged in practice or not.
(2) The Audit Committee of the company or the Board shall, in consultation with the Internal Auditor, formulate the scope, functioning, periodicity and methodology for conducting the internal audit.
1. Subs. by G.S.R. 742(E), dated 27th July, 2016, for "or a firm of internal auditors".
2. Subs. by G.S.R. 742(E), dated 27th July, 2016, for "the term "Chartered Accountant" shall mean a Chartered Accountant whether engaged in practice or not".
Annexure Forms in the Annexure
AnnexureDefined in rule 2(b): Annexure means the Annexure to these rules
The following Forms are set out in the AnnexureDefined in rule 2(b): Annexure means the Annexure to these rules to these rules. The formDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] layouts are filed electronically on the MCA portal and are not reproduced here; the entry notes the rule the FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] serves and the notification that last dealt with it.
FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] AOC-1 | Statement containing salient features of the financial statement of subsidiaries, associate companies and joint ventures (rule 5). Substituted by G.S.R. 742(E), dated 27th July, 2016.
FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] AOC-2 | Particulars of contracts or arrangements with related parties under section 188(1) (rules 8(2) and 8A(2)).
FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] AOC-3 | Statement containing salient features of the financial statements (rule 10).
FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] AOC-3A | Statement containing salient features of the financial statements for companies applying Indian Accounting StandardsDefined in rule 2(1)(da): the Indian Accounting Standards referred to in rule 3 and the Annexure to the Companies (Indian Accounting Standards) Rules, 2015., Division II of ScheduleDefined in rule 2(e): Schedule means the Schedule to the Act III (proviso to rule 10). Inserted by G.S.R. 191(E), dated 27th February, 2018.
FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] AOC-4 | FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] for filing financial statement and other documents with the Registrar (rule 12(1)). Substituted by G.S.R. 680(E), dated 4th September, 2015 and by G.S.R. 1371(E), dated 7th November, 2017.
FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] AOC-4 CFS | FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] for filing consolidated financial statements with the Registrar (rule 12(1)). Inserted by G.S.R. 680(E), dated 4th September, 2015.
FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] AOC-5 | Notice of address at which books of account are to be maintained (rule 2A). Inserted by G.S.R. 37(E), dated 16th January, 2015 and substituted by G.S.R. 40(E), dated 20th January, 2023, w.e.f. 23rd January, 2023.
FormDefined in rule 2(d): Form or e Form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; 1[(da) Indian Accounting Standards means the Indian Accounting Standards referred to in rule 3 and Annexure to the Companies (Indian Accounting Standards) Rules, 2015;] CSR-2 | Report on Corporate Social Responsibility (rule 12(1B)). Inserted by G.S.R. 107(E), dated 11th February, 2022.
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