Section 381: Accounts of foreign company

Companies Act • Official Statutory Text & Practice Guide

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Act 2013
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Legal Commentary & Landmark Judgments: Section 381

Section 381 requires every foreign company to prepare financial statements of its Indian operations in each calendar year, submit audited accounts in accordance with Schedule III, file transfer pricing and related party disclosures, and deliver them to the Registrar in Form FC-3.

  • Annual Financial Statement Preparation: Mandates that every foreign company must prepare balance sheets and profit and loss accounts covering its Indian business operations in accordance with Schedule III of the Act for every calendar year.
  • Audit and Specialized Annexures: Requires the financial statements to be audited by a practicing Chartered Accountant in India and accompanied by documents detailing related party transactions, repatriation of profits, and transfer of funds between the Indian branch and its foreign head office.
  • Six-Month Delivery Window: Imposes a mandatory deadline to deliver audited accounts along with an annual list of all places of business in India (Form FC-3) to the Registrar within six months from the close of the financial year, extendable by the Registrar upon formal application.
Key Landmark Precedents:
  • Bata Shoe Co. v. Collector of Central Excise, 1985 (21) ELT 9 (SC): Affirmed that foreign corporations operating localized branch divisions must maintain transparent accounting separations reflecting income generated and expenditures incurred within the domestic jurisdiction.
  • Re: Bunge Ltd., (2014) 184 Comp Cas 492 (Del): Held that failure to submit audited accounts of Indian operations under foreign company accounting provisions constitutes a grave statutory default, exposing the authorized Indian representative to vicarious penal liability.
Courtroom Practice & Strategic Litigation Guidance:

When auditing or defending foreign company branch filings, verify that consolidation accounting strictly segregates Indian branch financial flows from global headquarters. If an audit delay occurs overseas, file an application for extension of time with the RoC prior to the expiry of the six-month statutory deadline to prevent automatic penalty imposition.