(Updated in 2025) [As Amended by G.S.R. 317(E)., dt. 19/05/2025 - Amendment in Rule 12(1B) G. S. R. 794(E)., dt. 31/12/2024 - Amendments in Rule 12(1B) G.S.R. 587(E)., dt. 24/09/2024 - Amendment in Rule 12(1B) G.S.R. 408(E)., dt. 02/06/2023 - Amendment in Rule 12(1B) G.S.R. 40(E)., dt. 20/01/2023 - Amendment in FORM AOCV G.S.R. 235(E)., dt. 31/03/2022.- Amendment in Rule 3 G.S.R. 407(E)., dt. 31/05/2022.- Amendments in Rule 12 G.S.R. 624(E), dt. 05/08/2022 - Amendment in Rule 3 G.S.R. 723(E), dt. 14/10/2014, G.S.R. 37(E), dt. 16/01/2015, G.S.R. 680(E), dt.04/09/2015, G.S.R. 742(E), dt.27/07/2016, G.S.R. 191(E), dt. 27/02/2018, G.S.R. 725(E), dt.31/07/2018, G.S.R. 803(E), dt. 22/10/2019, G.S.R. 60(E), dt. 30/01/2020, G.S.R. 205(E), dt. 24/03/2021, G.S.R. 247(E), dt. 01/04/2021 and G.S.R. 107(E), dt. 11/02/2022] [31st March, 2014] 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-sectio

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S.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.

S.²[Rule 2-A Notice of address at which books of account are to be maintained.--

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 Form AOC-5.]

S.2 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 ³[accessible in India, at all times,]so as to be usable for subsequent reference:

¹[Provided that for the financial year commencing on or after the ²[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 subrule (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 containe

S.¹[Rule 4-A Forms and items contained in financial statements.--

The financial statements shall be in the form specified in Schedule III to the Act and comply with Accounting Standards or Indian Accounting Standards 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 Standards, as the case may be.]

S.3 Form 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 Form AOC-1.

S.4 Manner of consolidation of accounts.--

The consolidation of financial statements of the company shall be made in accordance with the provisions of Schedule III of the Act 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 Schedule III of the Act.

¹[²[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

S.5 Transitional provisions with respect to Accounting Standards.--

(1) The standards of accounting as specified under the Companies Act, 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 Act, 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 210-A of the Companies Act, 1956 (1 of 1956).

S.⁷[8-A 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 form 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

S.6 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 annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014.

S.7 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 Form AOC-3:

¹[Provided that the Companies which are required to comply with Companies (Indian Accounting Standards) Rules, 2015 shall forward their statement in Form AOC -3A.]

S.8 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 e-mail 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 Act, in all other cases.

S.9 Filing of financial statements and fees to be paid thereon.--

¹[(1) Every company shall file the financial statements with Registrar together with Form AOC-4 and the consolidated financial statement, if any, with Form AOC-4 CFS.]

²[(1-A) Every Non-Banking Financial Company (NBFC) that is required to comply with Indian Accounting Standards (Ind AS) shall file the financial statements with Registrar together with Form AOC-4 NBFC (Ind AS) and the consolidated financial statement, if any, with Form AOC-4 CFS NBFC (Ind AS).]

³[(1-B) Every company covered under the provisions of sub-section (1) to Section 135 shall furnish a report on Corporate Social Responsibility in Form CSR-2 to the Registrar for the preceding financial year (2020-2021) and onwards as an addendum to Form 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), Form CSR-2 shall be filed separately on or before ⁴[30th June, 2022], after filing Form AO

S.10 Companies required to appoint internal auditor.--

(1) The following class of companies shall be required to appoint an internal auditor ²¹[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 to two hundred crore rupees or more during the preceding financial year; or

(ii) outstanding loans or borrowings from banks or publi

S.FORM AOCI

 

1[Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries or associate companies or joint ventures

Part A Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs.)