Section 381 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Section 381 requires every foreign company to prepare a balance sheet and a profit and loss account in every calendar year and to deliver a copy of those documents to the Registrar. The documents must be in the form and contain the particulars that are prescribed, and they must come with a list of the company's places of business in India.
Every foreign company must, in every calendar year, make out a balance sheet and profit and loss account in the prescribed form and deliver a copy to the Registrar. Any document not in English needs a certified English translation. A list of all places of business in India as at the balance sheet date goes with it. The Central Government can, by notification, relax the requirement for a foreign company or a class of them. A default attracts the penalty in section 392.
Who this applies to
Section 379(1) applies sections 380 to 386, and sections 392 and 393, to all foreign companies. A foreign company that has delivered its documents under section 380 and is carrying on business through a place of business in India therefore also has the yearly accounts duty in section 381. For the wider picture, see Sections 379-393: foreign companies.
If your group runs an Indian branch and wants the yearly filings checked against the text, our foreign company filing team can help.
Section 381(1): what must be prepared and delivered
| Item | What the section says |
|---|---|
| Frequency | In every calendar year |
| Documents | A balance sheet and a profit and loss account |
| Form and content | As prescribed, including or having annexed the documents that are prescribed |
| Delivery | A copy of those documents to the Registrar |
Two points stand out. First, the section speaks of the calendar year, not the financial year that an Indian company follows under the Act. Second, the form and contents are left to the rules. The section does not itself say which Indian accounting standards apply or how much of the foreign company's global accounts must be shown, so check the rules and form instructions in force for the exact scope. The form commonly used for this delivery is FC-3; see FC-3: foreign company annual accounts filing guide.
The proviso: relaxation by notification
The proviso lets the Central Government, by notification, direct that for a particular foreign company or a class of foreign companies the requirement of clause (a) does not apply, or applies with stated exceptions and modifications. The relaxation operates only if a notification exists and covers the company. Do not assume an exemption from the general wording.
Section 381(2): documents not in English
If any document mentioned in sub-section (1) is not in the English language, a certified translation in English must be annexed to it. Section 386(a) says "certified" means certified in the prescribed manner to be a true copy or a correct translation, so the certification must follow the prescribed manner, not just a company seal or a translator's note.
Section 381(3): list of places of business in India
Along with the documents under sub-section (1), the foreign company must send to the Registrar a copy of a list, in the prescribed form, of all places of business established by the company in India as at the date with reference to which the balance sheet is made out. Section 386(c) widens "place of business" to include a share transfer or registration office, so such an office must appear on the list too.
The list serves a practical purpose: it lets the Registrar see how the Indian footprint has changed since the section 380 filing. If an office has opened or closed, the list and the return of alteration under section 380(3) should tell the same story.
How section 381 sits with the other foreign company duties
Section 384 adds other duties for a foreign company: the application of section 71 on debentures, of section 92 (annual return), of section 135 and of section 128, which requires books of account for the Indian business to be kept at the principal place of business in India. The books under section 128 and the accounts under section 381 are different things. The first are the underlying records kept in India for the Indian business. The second are the periodic statements delivered to the Registrar. Our note on foreign company annual filing requirements in India lists how they fit together.
Consequences of default
Section 381 sits inside Chapter XXII, so section 392 applies. A foreign company that contravenes the Chapter is punishable with a fine of not less than one lakh rupees, extending to three lakh rupees, with an additional fine that may extend to fifty thousand rupees for every day after the first during which the contravention continues. Every officer in default is punishable with a fine of not less than twenty-five thousand rupees, extending to five lakh rupees. Under section 393 the company's failure does not make its contracts invalid, but it cannot sue or counter-claim on them until it has complied.
Need help with foreign company accounts filing?
If the Indian branch has never delivered accounts, or the list of places of business is out of date, it is better to regularise before the Registrar asks. Our foreign company filing team can review the position and prepare the calendar-year filing set.
Key takeaways
- Accounts are due every calendar year, not every Indian financial year.
- Deliver a balance sheet and profit and loss account in the prescribed form to the Registrar.
- Non-English documents need a certified English translation.
- File a list of all places of business in India, including any share transfer or registration office.
- The Central Government may relax the requirement by notification for a company or a class.
- Default invites the section 392 fine, and section 393 blocks suits on the company's contracts until it complies.
Read next
- Documents a foreign company must deliver: section 380
- Display of name and service on a foreign company: sections 382 and 383
- FC-3: foreign company annual accounts filing guide
- Sections 379-393: foreign companies
Disclaimer: Based on the Companies Act, 2013 as amended up to 1 April 2021 (official consolidated text), read with later developments noted in the article; proposals in the Corporate Laws (Amendment) Bill, 2026 are pending and not law as on 30 September 2026. Verify current notifications and rules before acting.