File DPT-3 in case of outstanding loans that do not qualify as deposits [Section 2 (1)(c)]

Reporting requirement with the help of company law advisory in regard to Deposit or non-deposit items for companies to file a specific form called DPT-3 with the Registrar of Companies (RoC) on or before the 30th day of June every year., mandated by the Companies (Acceptance of Deposits) Rules and Amendments issued by the Central Government in consultation with the Reserve Bank of India (RBI).

In compliance with Section 73 of the Companies Act, 2013, and its corresponding regulations, any company that has solicited deposits is required to fill out the DPT-3 form, for deposits collected from the general public or members, are commonly referred to as public deposits.

DPT-3 comes in two ways:

1. One-time return - Within 90 days from 31st March 2019

2. Annual return- Deposit & Non Deposit- 30th June of every year

The difference between the one-time return and the annual return under Rule 16A(3) and Rule 16 of the Deposit Rules respectively is as follows:

1. One-time return:

- Required for any receipt of Exempted Deposits by the company specifically between April 01, 2014, and March 31, 2019, and still outstanding on March 31, 2019.

- Only requires the display of the aggregate quantum of Exempted Deposits, without the need for a detailed transaction breakdown.

2. Annual return:

- Required for the outstanding receipt of Exempted Deposits by the company, regardless of when they were taken, as long as they are still outstanding as of March 31.

- Mandates a detailed breakdown of Exempted Deposits against each of the categories mentioned in the e-Form as of March 31, 2019.

Hence, the one-time return is specific to a defined period and requires only an aggregate display of Exempted Deposits, while the annual return encompasses all outstanding Exempted Deposits as of March 31 and necessitates a detailed breakdown of transactions by category.

To provide clarity for you on the understanding of DPT-3 Filing, will outline the essential key notes of the DPT-3 form through this article.

E-Form DPT-3 serves multiple purposes, including:

1. Submission of a one-time return for disclosing Exempted Deposits.

2. Filing an annual return specifically for Deposits.

3. Lodging an annual return exclusively for Exempted Deposits.

4. Completing an annual return encompassing both Deposits and Exempted Deposits.

Key notes-

• Normally DPT-3 filing is a one-time return that must be submitted by companies that have accepted deposits, as outlined in Section 73 of the Companies Act 2013 and the rules established under it.
• This DPT-3 filing requirement ensures compliance with the regulations related to accepting deposits from the public.
• In addition to companies accepting deposits, DPT-3 filing is also mandatory for companies that have outstanding loans that do not qualify as deposits [Section 2 (1)(c)], means that if a company has received money in the form of a loan, but it does not meet the criteria to be classified as a deposit items mentioned under 2(1)(c), it still needs to file the DPT-3 return.
• Generally, any amount received as a deposit from the public is considered a public deposit, are subject to specific rules and regulations outlined in the Companies Act and relevant laws, DPT-3 filing helps track and monitor such public deposits, ensuring transparency and compliance with the applicable regulations.

Why filing is mandatory for non deposit Items ?

To ensure the protection and interests of deposit holders and creditors, the Central Government, in consultation with the Reserve Bank of India (RBI), introduced by the Companies (Acceptance of Deposits) Amendment Rules, 2019 on January 22, 2019, amended the Companies (Acceptance of Deposits) Rules, 2014 which is now applicable for following's cases:-

• All companies, except government companies, are required to file a form called DPT-3.
• The filing is necessary for both secured and unsecured outstanding money or loans that are not classified as deposits, as of March 31, 2024.
• The period of outstanding loans or money extends from April 1, 2023 to March 31, 2024.
• The form must also be filed if the outstanding loan or money is obtained from a holding, subsidiary, or associate company of the company in question.

Applicability to file non deposit DPT-3:

1. Applicability: All companies, including private, public, and one-person companies (OPCs), except Government Companies, are required to file the DPT-3 form.
2. Purpose: The purpose of filing DPT-3 is to provide information about outstanding loans or money that a company has, excluding those classified as deposits.
3. Secured and Unsecured Outstanding Money: Companies need to report both secured and unsecured outstanding money or loans that are not considered deposits as of the specified date.
4. Reporting Period: The reporting period for outstanding loans or money is from April 1, 2023, to March 31, 2024. Companies need to provide details of the amounts outstanding during this period.
5. Inclusion of Holding/Subsidiary/Associate Company Loans: Companies are also required to file the DPT-3 form if they have outstanding loans or money taken from their holding, subsidiary, or associate company.

What details are required to fill in the form DPT-3 ?

The DPT-3 form contains various fields where companies need to provide detailed information about the outstanding loans, including the amount, terms, and conditions, and the party from which the loan is received.

Mandatory Compliance for the companies in India Regulated under MCA to comply with the DPT-3 filing requirement within the stipulated timeline 30th June every year to ensure adherence to regulatory guidelines and avoid penalties or non-compliance issues.

Which companies are not required to file DPT-3?

• If a company does not accept any form of loan/outstanding loan/advances etc. not falling under 2(1)(c) items, not obligated to file a DPT-3.
• Government companies are exempt from filing DPT-3.
• If a company has fully repaid all its loans prior to the closure date of March 31, 2023, it does not need to file DPT-3.
• Banking companies, including commercial banks and financial institutions engaged in banking activities, are not required to file DPT-3.
• NBFCs, which are financial institutions that provide banking services without holding a banking license, do not need to file a DPT-3.
• Companies specifically classified as housing finance companies are exempt from filing DPT-3.
• The MCA may provide exemptions for certain categories of companies from filing DPT-3, as notified from time to time.

Note: Companies should review the specific criteria and exemptions mentioned in the Companies (Acceptance of Deposits) Rules to determine if they are required to file DPT-3 based on their individual circumstances.

What is an "exempted deposit" that is required to file DPT-3 ?

Some transactions are listed in Rule 2(1)(c), which requires one time reporting in DPT-3. Rule 2(1)(c) provides a definition for the term 'deposit' and lists 19 transactions that are excluded from being classified as deposits, transactions, subject to certain conditions and exceptions, are as follows:-

a.    Amounts received from the central government, state governments, etc.

b.    Amounts received from foreign governments, banks, etc.

c.    Loans received from banks, banking companies, etc.

d.    Loans received from Private Finance Institutions (PFIs), regional financial institutions, insurance companies, or scheduled banks.

e.    Amounts raised through the issuance of commercial paper.

f.     Inter-corporate deposits.

g.    Subscription money received for securities pending allotment.

h.    Amounts received from directors or relatives of directors in the case of a private company.

i.      Amounts raised by issuing secured bonds or debentures.

j.      Amounts raised through the issuance of unsecured listed Non-Convertible Debentures (NCDs).

k.    Non-interest bearing security deposits received from employees.

l.      Non-interest bearing amounts held in trust.

m.   Advances from customers.

n.    Amounts brought in by the promoters.

o.    Any amount accepted by a Nidhi company.

p.    Amounts received by way of subscription in respect of a chit.

q.    Amounts received by the company under any collective investment scheme.

r.     Amounts received by a start-up company through convertible notes.

s.    Amounts received from Alternate Investment Funds (AIFs), Venture Capital Funds (VCFs), Real Estate Investment Trusts (REITs), etc.

What are the details and documents required for filing DPT-3?

1. Financial statements for the year ended March 31, 2023: Companies filing DPT-3 for the year 2023 may need to refer to their financial statements, including the balance sheet and financials, to obtain the necessary data, such as the total net worth and outstanding amounts. These figures provide relevant statistics required for reporting on the DPT-3 form. Learn more about compliances applicable to your company.
2. Auditor's certificate/Certification: The requirement for an auditor's certificate depends on the purpose of filing DPT-3. If the company is filing DPT-3 to disclose outstanding loans, the auditor's certificate is not mandatory except Mandatory Professional Certification by Chartered Accountants. Many times, if the purpose of filing is to disclose deposits held by the company, an auditor's certificate may be compulsory, which is subject to MCA query.
3. Trust deed copy: If a company has a trust deed, and if the details of the trust deed are disclosed in the DPT-3 form, then it is mandatory to attach a copy of the trust deed.
4. Instrument creating charge (CHG-1) copy: If a company has created a charge (CHG-1), and the details of the charge are disclosed in the DPT-3 form, then it is mandatory to attach a copy of the instrument creating the charge (mortgage deed, etc.).
5. Depositors List: If the company has outstanding deposits at the end of the year, it is mandatory to provide a list of all matured deposits and checks issued but pending separately in the DPT-3 form, list helps provide a comprehensive overview of the company's deposit-related activities.
6. Details of assets: If a company has deposits maturing before the next two financial years (i.e., before March 31 of the following year and the year after that), it is required to provide details of these assets in the DPT-3 form. This information helps in capturing the company's assets related to deposits.

Learn more applicable mandatory compliances.

 What is the due date and who will sign the form DPT-3

Every Company required to file the return of deposits in the webform DPT-3 with the Registrar of Companies (RoC) on or before the 30th day of June every year, return should include all the necessary information as of the 31st day of March of that year, and it not required to get audited by the company's auditor, company can provide the data on the basis of the last audited figures except outstanding loans and transactions as of the 31st day of March of the financial year for which the form is filed, along with the required fee as specified in the Companies (Registration Offices and Fees) Rules, 2014.

Certification by Professional

To digitally sign the e-form DPT-3, the relevant individuals, such as directors, managers, CEOs, CFOs, or company secretaries, must possess valid Digital Signature Certificates (DSC) including mandatory CA Certification ensure the authenticity and integrity of the digitally signed form.

Applicable fees for filing DPT-3

The filing fees for the aforementioned returns DPT-3 are determined in accordance with the Companies (Registration Offices and Fees) Rules, 2014. Below are the details:

i. Fee applicable in case of a company with share capital:

- Nominal Share Capital: Fee applicable

- Less than ₹1,00,000: ₹200 per document

- ₹1,00,000 to ₹4,99,999: ₹300 per document

- ₹5,00,000 to ₹24,99,999: ₹400 per document

- ₹25,00,000 to ₹99,99,999: ₹500 per document

- ₹1,00,00,000 or more: ₹600 per document

However, it is pertinent to note that in case of filing of the aforesaid returns beyond the time prescribed in Rule 16/16A of the Deposit Rules, the provisions of section 403 and 460 of the Companies Act, 2013 w.r.t additional filing fees and other legal actions and condonation of delay shall also come into play.

ROC Annual Compliance for Private Limited Company