Sections 384 and 385 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 384 extends five sets of Indian company-law rules to a foreign company: debentures, the annual return (and section 135), books of account, registration of charges and, for its Indian business, Chapter XIV. Section 385 says a fee, as prescribed, is payable to the Registrar for registering any document the Chapter requires to be registered.
A foreign company is brought into the Indian system in five ways. Section 71 (debentures) applies with changes as needed. Sections 92 and 135 apply subject to exceptions, modifications and adaptations made by rules. Section 128 applies only to the extent of keeping books of account for the Indian business at its principal place of business in India. Chapter VI (charges) applies to charges on properties created or acquired by the company. Chapter XIV applies to the Indian business. Section 385 fixes a fee as prescribed.
Section 384 at a glance
| Sub-section | What applies to a foreign company | How it applies |
|---|---|---|
| (1) | Section 71 (debentures) | Mutatis mutandis |
| (2) | Section 92 (annual return) and section 135 (corporate social responsibility) | As to an Indian company, subject to exceptions, modifications and adaptations made by rules |
| (3) | Section 128 (books of account) | Only to the extent of requiring books for money received and spent, sales and purchases, and assets and liabilities in the course of or in relation to its business in India, kept at its principal place of business in India |
| (4) | Chapter VI (registration of charges) | Mutatis mutandis to charges on properties created or acquired by the foreign company |
| (5) | Chapter XIV | Mutatis mutandis to the Indian business, as it applies to an Indian company |
The words "and section 135" in sub-section (2) were inserted in 2018. The official text shows this by a footnote.
Section 384(1): debentures
Section 71 governs debentures of Indian companies. Under sub-section (1), it applies to a foreign company with the changes the context needs. If a foreign company offers debentures to the public in India, it must also meet the prospectus rules in sections 387 to 389, covered in sections 386 to 389. For the domestic rules, see section 71: debentures.
Section 384(2): annual return and section 135
Section 92 requires a company to file an annual return. For a foreign company the provision applies with exceptions, modifications and adaptations made by rules. The form commonly used by foreign companies is FC-4; see FC-4: foreign company annual return guide. For the Indian version, see section 92: annual return. Whether section 135 actually bites on a particular foreign company depends on the rules, since the section applies only subject to the exceptions, modifications and adaptations made by rules.
The annual return and the accounts under section 381 are separate filings.
If you want the return, accounts and charge filings of an Indian branch mapped out, our foreign company filing team can help.
Section 384(3): books of account in India
Section 128 requires books of account to be kept at the registered office. For a foreign company the section applies only as far as requiring it to keep, at its principal place of business in India, the books referred to in section 128, with respect to:
- monies received and spent,
- sales and purchases made, and
- assets and liabilities,
in the course of or in relation to its business in India. The global books of the parent need not be kept in India. The books relate to the Indian business only. See section 128: books of account.
Section 384(4): charges
Chapter VI, which covers registration of charges, applies mutatis mutandis to charges on properties created or acquired by a foreign company. The text says "created or acquired", so a charge already existing on property when the company acquires it is within the rule. The practical consequence is that a lender to a foreign company's Indian business should check whether the charge has been registered in the way Chapter VI requires. Our filing of charge forms page explains how charge registration works for Indian companies.
Section 384(5): Chapter XIV
Chapter XIV applies mutatis mutandis to the Indian business of a foreign company as it applies to a company incorporated in India. The Chapter is about inspection, inquiry and investigation, so the Indian business of a foreign company can be examined on the same footing as an Indian company's business.
Section 385: fee
Section 385 is short. A prescribed fee must be paid to the Registrar for registering any document the Chapter requires to be registered by him. The section does not itself state any amount. Look at the current rules and form instructions for the fee on each filing.
Consequences of default
A contravention of the Chapter is punishable under section 392 with a fine on the company of not less than one lakh rupees up to three lakh rupees, plus up to fifty thousand rupees for each day after the first that a contravention continues, and a fine on each officer in default of not less than twenty-five thousand rupees up to five lakh rupees. Under section 393, the company cannot sue on its contracts until it has complied.
Need help with a foreign company's annual filings?
A foreign company with an Indian place of business often finds the annual return, the accounts and the books-of-account duty sitting with different teams. Our foreign company filing team can line these up with the Registrar filings and the charge records.
Key takeaways
- Section 384 pulls five sets of Indian rules onto a foreign company.
- The annual return under section 92 applies as adapted by rules, and the same applies to section 135.
- Books of account for the Indian business must be kept at the principal place of business in India.
- Charges on property created or acquired by the company fall under Chapter VI.
- Chapter XIV applies to the Indian business.
- A prescribed fee is payable for each registered document (section 385).
Read next
- Display of name and service on a foreign company: sections 382 and 383
- Prospectus of a foreign company: sections 386 to 389
- FC-4: foreign company annual return guide
- Foreign company annual filing requirements in India
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.