Section 384 & 381 – Annual Filings by a Foreign Company (FC-3 and FC-4)
## Section 384 – Application of Indian-Company Provisions Mutatis Mutandis
Section 384 is the bridge section: it imports certain provisions that apply to Indian companies and makes them applicable, with necessary modifications (mutatis mutandis), to foreign companies.
### Indian-company provisions imported into the Foreign-Company chapter
Section / Chapter
Subject matter
Section 71
Debentures
Section 92
Annual Return
Chapter VI
Registration of Charges
Section 128 (the chunk shows '28' — read as 128)
Books of Account
Chapter XIV
Inspection, Inquiry and Investigation
Section 135
Corporate Social Responsibility (CSR)
### Two annual filings — Foreign Company vs Indian Company
Filing
Foreign Company
Indian Company
Financial Statements
Form FC-3 within 6 months from close of F.Y. (Section 381)
Form AOC-4 within 30 days of AGM (Section 137)
Annual Return
Form FC-4 within 60 days from close of F.Y. (Section 384 r/w Sec. 92)
MGT-7 within 60 days of AGM (Section 92)
### Memory hook
F.S. → FC-3 in 6 months (the Foreign company gets 6 months because it must consolidate global accounts)
A.R. → FC-4 in 60 days (same 60-day rhythm as an Indian company, but counted from F.Y.-end instead of AGM)
Worked example
### Example 1
Q. A foreign company's financial year ends on 31st March 2026. By what dates must it file its financial statements and annual return with the Indian Registrar?
A.
• Financial Statements (FC-3) — within 6 months of F.Y.-end, i.e., by 30 September 2026.
• Annual Return (FC-4) — within 60 days of F.Y.-end, i.e., by 30 May 2026.
⚠️ Common exam mistakes
Counting the 30-day AGM rule for a foreign company — a foreign company is not required to hold an AGM in India; its filing trigger is the close of the financial year.
Treating FC-3 (financial statements) and FC-4 (annual return) as interchangeable forms.
Bare-Act text Section 384 · Companies Act, 2013 · click to expand
(1) The provisions of section 71 shall apply mutatis mutandis to a foreign company. (2) The provisions of section 92 and section 135 shall, subject to such exceptions, modifications and adaptations as may be made therein by rules made under this Act, apply to a foreign company as they apply to a company incorporated in India. (3) The provisions of section 128 shall apply to a foreign company to the extent of requiring it to keep at its principal place of business in India, the books of account with respect to monies received and spent, sales and purchases made, and assets and liabilities, in the course of or in relation to its business in India. (4) The provisions of Chapter VI shall apply mutatis mutandis to charges on properties which are created or acquired by any foreign company. (5) The provisions of Chapter XIV shall apply mutatis mutandis to the Indian business of a foreign company as they apply to a company incorporated in India.