Section 384: Debentures, annual return, registration of charges, books of account and their inspection

Companies Act • Official Statutory Text & Practice Guide

Statutory Regulation
Legal Standard
Competent Court / Tribunal
Act 2013
Statutory Defined Terms in this Section: (Click any term for official legal definition)

Legal Commentary & Landmark Judgments: Section 384

Section 384 extends vital domestic governance disciplines to foreign companies, mandating statutory compliance regarding debentures, annual returns, registration of charges over Indian assets, and the maintenance and inspection of books of account.

  • Charge Registration over Domestic Assets: Explicitly applies the provisions of Chapter VI (Registration of Charges) to charges created by a foreign company on properties situated in India, rendering unregistered charges void against the liquidator and creditors.
  • Annual Return Submission (Form FC-4): Mandates the annual filing of Form FC-4 within sixty days from the last day of the financial year, disclosing shareholding, indebtedness, directors, and operational details of the Indian establishment.
  • Books of Account and Statutory Inspection: Applies Section 128 (maintenance of books of account regarding money received, sales, purchases, and assets) and Section 206–209 (inspection, inquiry, and investigation) to the Indian business of foreign companies.
Key Landmark Precedents:
  • Re: Travancore National & Quilon Bank Ltd., AIR 1939 Mad 318: Held that domestic laws regulating charge registration and creditor protection apply with full vigor to assets within the territory belonging to foreign banking and trading companies.
  • Registrar of Companies v. Megalon Ltd., (1976) 46 Comp Cas 537 (Cal): Affirmed that failure of a foreign corporation to register charges created on assets located in India deprives the secured lender of priority over general domestic creditors.
Courtroom Practice & Strategic Litigation Guidance:

Lenders extending credit facilities to foreign companies against hypothecation or mortgage of assets situated in India must register the charge on Form CHG-1 with the Registrar of Companies within 30 days. Pleading that the borrower is an overseas entity provides zero defense against the statutory invalidation of an unregistered charge under Section 77 read with Section 384.