# Other Provisions Applicable to Foreign Companies & Interpretation

## Section 384 — Debentures, Annual Return, Registration of Charges, Books of Accounts and Inspection

The following provisions of the Act apply to a foreign company to the extent of its business carried on in India as if it were a company incorporated in India:

Subject	Applicable Section
Debentures	Sec 71 (Debentures)
Annual Return	Sec 92 — to be filed within 60 days of the close of financial year
Registration of Charges	Chapter VI (Sec 77 to 87)
Books of Account and Inspection	Sec 128

## Section 386 — Interpretation (Definitions for Chapter XXII)

For the purposes of provisions relating to foreign companies:

### (a) 'Certified'

In relation to a copy of, or a translation into English of, any document, 'certified' means certified in the prescribed manner to be a true copy or a correct translation.

### (b) 'Director'

Includes any person, in accordance with whose directions or instructions, the BoD of the company is accustomed to act.

### (c) 'Place of Business'

Includes a share transfer office or a share registration office.

## Who can Certify?

Where document is from	Certifying authority
India	Director, Secretary, advocate, CA, CS, CMA, or notary; Registrar of the country
Outside India	An officer of the foreign company (where in India) or by a notary / consul / diplomatic / consular officer empowered in the country of incorporation

## Translation Certification

Where translation is made:

In India — certified by an advocate, attorney, or a person with adequate knowledge of both languages
Outside India — certified by a notary public / consul / diplomatic / consular officer / official having competent authority

Worked example

### Example 1

Q. A foreign company has its registered share transfer office in Mumbai but no other operations. Does this count as a 'place of business' in India?

A. Yes. Under Sec 386(c), 'place of business' expressly includes a share transfer office or share registration office.

### Example 2

Q. A foreign company creates a charge on its Indian assets to secure a loan from an Indian bank. Must this be registered under Chapter VI?

A. Yes. Sec 384 makes Chapter VI (Registration of Charges) applicable to the Indian business of foreign companies.

⚠️ Common exam mistakes

Assuming a foreign company need not file an Annual Return — Sec 384 read with Sec 92 requires it within 60 days of close of FY (Form FC-4).
Missing that 'place of business' includes a mere share transfer office.
Confusing the certifier of a copy with the certifier of a translation — the eligible persons differ.

Bare-Act text Sections 384 & 386 · Companies Act, 2013 · click to expand

Section 386: For the purposes of the foregoing provisions of this Chapter — (a) the expression 'certified' means certified in the prescribed manner to be a true copy or a correct translation; (b) the expression 'director', in relation to a foreign company, includes any person in accordance with whose directions or instructions the Board of Directors of the company is accustomed to act; and (c) the expression 'place of business' includes a share transfer or registration office.

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Other Provisions Applicable & Interpretation [Sec 384, 386]

Worked example

⚠️ Common exam mistakes