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Microlesson · 5-min read

Other Compliance Obligations of Foreign Companies — Section 384

# Other Compliance Obligations — Section 384

Section 384 extends several Indian-company provisions to foreign companies, with adaptations. Memorise this table — it is highly examinable.

SubjectSection appliedHow it applies to a foreign company
DebenturesSection 71Applies mutatis mutandis
Annual ReturnSection 92Applies subject to such exceptions, modifications & adaptations as may be made. Form FC-4, filed within 60 days from the last day of the financial year, with prescribed fees
CSRSection 135Applies as it applies to an Indian company, with prescribed exceptions/modifications/adaptations
Books of AccountSection 128Books must be kept at the principal place of business in India, covering monies received & spent, sales & purchases, and assets & liabilities in the course of or in relation to its business in India
Registration of ChargesChapter VI (Sections 77 to 87)Applies mutatis mutandis to properties created or acquired by the foreign company
Inspection, Inquiry & InvestigationChapter XIV (Sections 206 to 229)Applies mutatis mutandis to the Indian business of the foreign company

## Two timing pegs to remember

  • Form FC-3 (financial statement) — within 6 months of close of FY (S. 381 + Rule 4).
  • Form FC-4 (annual return) — within 60 days of close of FY (S. 384 read with S. 92).

## Scope hint — books of account

The books need only capture activities in or in relation to the Indian business. Global books are not required to be kept in India.

Worked example

### Example 1

Worked example — Annual return: A foreign company has a financial year ending 31 March 2026. It must file Form FC-4 with the Registrar by 30 May 2026 (within 60 days).

⚠️ Common exam mistakes

  • Confusing FC-3 (financials) with FC-4 (annual return) — different forms, different deadlines
  • Believing CSR (S. 135) does not apply to foreign companies — it does, with adaptations
  • Keeping books at a foreign HQ — they must be kept at the principal place of business in India
  • Treating only the Indian-property charges as registrable — Chapter VI applies mutatis mutandis to charges on properties created or acquired by the foreign company
  • Missing that inspection/investigation powers (Ch. XIV) cover the Indian business of the foreign company
Reference: Section 384 — Companies Act, 2013
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