Chartered Accountants◆Practising since 2016

II. Accounting & Assurance

Accounts, audit and Annual Activity Certificate for a branch office

A branch office keeps its own books in India even though it has no separate legal identity. Those accounts are audited every year, filed with the Registrar as the foreign company's Indian accounts, and used for the branch's tax return. The same auditor confirms, in the Annual Activity Certificate, that the branch stayed within the activities the RBI permitted.

Books
Indian business of the foreign company
Audit
Annual, by a Chartered Accountant
Certificates
Annual Activity Certificate
ROC filing
Form FC-3

§ 1

Why branch accounting needs its own design

Branch books sit between two worlds. In India they must show the profit attributable to the Indian business, prepared so that the tax officer accepts the attribution. For the head office they are a division whose results consolidate line by line. The 'head office account' that links the two must be reconciled carefully, because every remittance, recharge and allocation passes through it.

Head office expense allocations deserve particular care. Indian tax law limits the deduction for head office expenditure of a non-resident, and transfer pricing applies to dealings between the branch and its head office. Allocations should be supported by a documented key and invoices, not posted as a single year-end journal.

§ 2

The law that applies

Companies Act, 2013, section 381 and Form FC-3Audited accounts of the Indian business filed with the Registrar.
FEMA Regulations, 2016 and RBI Master DirectionAnnual Activity Certificate confirming permitted activities.
Income-tax Act, 2025Tax audit, limits on head office expenditure and transfer pricing for branch–head office dealings.

§ 3

Issues and how we solve them

The problems that most often hold up or complicate this work, and how we deal with each.

  1. Issue 1

    The head office account does not reconcile.

    Our approach

    We reconcile the head office account monthly with the parent's ledger, classifying remittances, recharges and allocations, so the year-end balance agrees without large unexplained differences.

  2. Issue 2

    Head office cost allocations are challenged in assessment.

    Our approach

    We document the allocation key, obtain invoices or certificates for allocated costs and apply the statutory limit on head office expenditure, so the deduction claimed can be defended.

  3. Issue 3

    The Annual Activity Certificate is filed late or describes activities loosely.

    Our approach

    We prepare the certificate from the year's contracts and invoices, matched to the approval letter, and file it with the AD bank before 30 September.

§ 4

Process and timeline

  1. 1

    Monthly books

    Monthly

    Bookkeeping, head office reconciliation, TDS and GST.

  2. 2

    Year-end accounts

    April–June

    Financial statements of the Indian business and head office allocation working.

  3. 3

    Audit and AAC

    June–September

    Audit by an independent Chartered Accountant and the Annual Activity Certificate.

    Filing: AAC to AD bank by 30 September

  4. 4

    Filings

    By the due dates

    Accounts to the ROC and the tax return.

    Filing: Form FC-3 · income-tax return

§ 5

Our scope of work

Included

  • Monthly bookkeeping
  • Head office reconciliation
  • Year-end accounts
  • Audit coordination
  • Annual Activity Certificate preparation
  • FC-3 filing

Not included (quoted separately)

  • The statutory audit opinion (independent auditor)

§ 6

Questions

Is a branch office audit compulsory?

Yes. The accounts of the Indian business are audited every year and filed with the Registrar, and an audit is needed for the tax return and the Annual Activity Certificate.

Who signs the Annual Activity Certificate?

A Chartered Accountant, usually the branch's auditor, certifies that the branch carried on only the permitted activities.

Prepared by CA Utsav Dogra, Chartered Accountant, ICAI M. No. 542375, SU and Company · Last reviewed 4 November 2026. General information only, based on the law as it stood on that date; it is not advice for any particular case.

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