# Accounts of Foreign Company

## What Must Be Prepared

Every foreign company must, for each financial year, prepare Financial Statements of its INDIAN BUSINESS OPERATIONS comprising:

Balance Sheet
Profit & Loss Account
Other prescribed documents

These must be prepared in accordance with Schedule III.

Note the scope: the FS cover only the Indian business, not the entire global operations of the foreign parent.

## Documents to be Annexed

Along with the Indian-business FS, the foreign company must annex:

1. Documents required to be annexed under Chapter IX (Accounts of Companies), AND

2. A copy of the latest Consolidated Financial Statements (CFS) of the parent foreign company as submitted by it to the prescribed authority in the country of incorporation.

## Timeline for Delivery to ROC

Deliver a copy of these documents to ROC within 6 months of the close of the foreign company's FY.

### Extension

On application by the foreign company, the ROC may extend the period by up to 3 months (so maximum 9 months total).

## Translation Requirement

If any document is not in English, a certified translation in English must be annexed.

## CG's Discretion

The Central Government may direct that these requirements shall not apply to a particular foreign company, or shall apply subject to exceptions and modifications.

## Additional Filing — List of Indian Places of Business (Form FC-3)

Along with the FS (within the same 6 months / extended period), the foreign company shall send a list of all its places of business in India as on the Balance Sheet date to ROC in Form FC-3.

## Cessation of Indian Business

If a foreign company ceases to have any place of business in India, it must give notice of that fact to ROC. From the date of such notice, its obligation to deliver any document to ROC ceases (provided it has no other place of business in India).

## Memory Hook — The Time Map

6 months of FY close: file FS + CFS + FC-3 with ROC
+3 months discretionary extension by ROC
30 days of any alteration: Form FC-2
30 days of establishing place of business: Form FC-1
60 days of FY end: Annual Return Form FC-4

Worked example

### Example 1

Q. FCo Ltd. (Germany) has a branch in Pune. Its FY ends on 31st December 2025. By when must it file FS of Indian operations with ROC, and what else accompanies the FS?

A. Within 6 months of FY close, i.e., by 30th June 2026, FCo must file: (i) FS of Indian business operations as per Schedule III (Balance Sheet, P&L, other prescribed documents); (ii) documents required to be annexed under Chapter IX; (iii) a copy of the latest CFS of the German parent as filed in Germany (with certified English translation if not in English); (iv) list of all places of business in India as on the Balance Sheet date in Form FC-3. FCo may apply to ROC for a 3-month extension (so latest 30th September 2026).

### Example 2

Q. FCo's only Indian branch in Pune is closed permanently on 1st April 2026. What is the position on future ROC filings?

A. FCo must give notice of cessation to ROC. From the date of such notice, FCo's obligation to deliver any document to ROC ceases, since it has no other place of business in India.

⚠️ Common exam mistakes

Preparing FS of the global parent and filing them in India — only FS of the Indian business operations are required.
Forgetting to annex the parent's CFS as filed in the home country.
Missing the 6-month time limit (or treating 9 months as the automatic right — extension up to 3 months is discretionary on application).
Not filing Form FC-3 (list of places of business) alongside FS.
Forgetting that documents not in English need a certified English translation.
Continuing ROC filings after cessation — once notice of cessation is given and no other place of business exists, the obligation ends.

Bare-Act text Section 381 · Companies Act, 2013 · click to expand

Every foreign company shall, in every calendar year,—(a) make out a balance sheet and profit and loss account in such form, containing such particulars and including or having annexed or attached thereto such documents as may be prescribed; and (b) deliver a copy of those documents to the Registrar: Provided that the Central Government may, by notification, direct that, in the case of any foreign company or class of foreign companies, the requirements of clause (a) shall not apply, or shall apply subject to such exceptions and modifications as may be specified in that notification.

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Accounts of Foreign Company [Section 381]

Worked example

⚠️ Common exam mistakes