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Accounts of Foreign Company — Section 381 & Rule 4

# Accounts of Foreign Company — Section 381 & Rule 4

## Section 381(1) — Balance sheet & P&L

Every foreign company shall, in every calendar year:

  • (a) Make out a balance sheet and profit & loss account with prescribed particulars and annexures;
  • (b) Deliver a copy of those documents to the Registrar in Form FC-3.

### Notes / carve-outs

  • The Central Government may, by notification, exempt or modify these requirements for any foreign company or class.
  • If the company ceases to have a place of business in India, it must notify the Registrar; the obligation to file documents ends from that date (provided no other place of business remains).

## Section 381(2) — Translation

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

## Section 381(3) — List of places of business

Every foreign company shall send to the Registrar a copy of a list of all the places of business established in India.

## Rule 4 — Financial Statement of Foreign Company

### Rule 4(1) — Preparation

Financial statement of the Indian business operations must be prepared in accordance with Schedule III or as near thereto as possible for each financial year, including:

  • (i) Documents required to be annexed under Chapter IX (Accounts of Companies);
  • (ii) Copies of the latest consolidated financial statements of the parent foreign company, as submitted in its country of incorporation.

### Rule 4(2) — Additional documents to be attached

Along with the financial statement filed with the Registrar, attach:

  • (a) Statement of related party transactions
  • (b) Statement of repatriation of profits
  • (c) Statement of transfer of funds (including dividends, if any)

### Timeline

  • Documents to be delivered to the Registrar within 6 months of the close of the financial year of the foreign company.
  • Registrar may, on a written application and for special reasons, extend this period — maximum extension: 3 months.

## Audit of accounts

  • Accounts pertaining to Indian business operations must be audited by a practising Chartered Accountant in India (individual, firm, or LLP of practising CAs).
  • The provisions of Chapter X (Audit and Auditors) apply mutatis mutandis to foreign companies, as far as applicable.

Worked example

### Example 1

Worked example: Helix GmbH (Germany) has a financial year ending 31 December 2025. Its Indian branch must:

1. Prepare Schedule III-format financials of Indian operations for CY 2025 + attach parent's consolidated financials.

2. Annex (a) related-party transactions, (b) repatriation-of-profits statement, (c) transfer-of-funds statement.

3. Have these audited by a CA practising in India.

4. File Form FC-3 with the Registrar by 30 June 2026.

5. If genuinely unable, apply in writing for extension — Registrar may extend up to 30 September 2026 (3 months max).

⚠️ Common exam mistakes

  • Filing only parent-level consolidated accounts and skipping Schedule III-format Indian-operations financials
  • Missing the three mandatory statements under Rule 4(2) — related-party, repatriation of profits, and transfer of funds
  • Using the financial year of the foreign company's home country incorrectly — the filing clock is 6 months from close of that financial year
  • Forgetting that audit must be by a CA practising in India — a foreign auditor's report is not enough
  • Assuming the Registrar can extend the 6-month period indefinitely — the statutory maximum extension is 3 months
Reference: Section 381 and Rule 4 — Companies Act, 2013 + Companies (Registration of Foreign Companies) Rules, 2014
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