Summary: The article explains the extended due date for filing Form DPT-3 for FY 2025-26, which is 31 July 2026 under MCA General Circular 02/2026, while emphasizing that the extension does not excuse incorrect classification of deposits. It clarifies that DPT-3 applies only to companies, not LLPs, and that amounts not treated as deposits, such as bank loans, inter-corporate loans, and eligible director loans, must still be reported. The article highlights 11 commonly misclassified receipts, including director loans without declarations, loans from director’s relatives or HUFs, LLP loans, partnership loans, delayed share application money, overdue customer advances, security deposits, convertible notes, and promoter loans. It explains the distinction between procedural penalties for late filing and severe consequences under Section 76A for wrongly classifying deposits, including substantial fines and personal liability for directors. The article also outlines the MCA-21 V3 filing process and stresses careful classification before submission, as DPT-3 cannot be revised.
DPT-3 is a Companies Act form. LLPs do not file it. It is filed under Rules 16 and 16A of the Companies (Acceptance of Deposits) Rules, 2014, by companies — private, public, OPC, small and Section 8 — but not by LLPs, which file Form 8 and Form 11 under the LLP Act, 2008. The companies genuinely outside DPT-3 are narrow: government companies, banking companies, RBI-registered NBFCs and NHB-registered housing-finance companies.
“Exempt” does not mean “exempt from filing.” This is the error behind most defaults. A receipt that is not considered a deposit under Rule 2(1)(c) — a bank loan, an inter-corporate loan, a director’s loan with declaration — still has to be reported in DPT-3. The company that files nothing because “we have no deposits” has usually mis-read the form: DPT-3 captures both deposits and amounts not considered deposits. The exclusion list itself runs from Rule 2(1)(c)(i) to (xviii) — wider than the half-dozen most practitioners carry in their heads.
And the reason this matters more than a routine annual return: when a receipt that should have been treated as a deposit is mis-classified as exempt, the exposure is not a small filing fee. It is Section 76A — a company fine of ₹1 crore to ₹10 crore, and for every officer in default, including directors, imprisonment up to seven years or a fine of ₹25 lakh to ₹2 crore, or both. The ROC examines exactly these transactions during inspection and adjudication, and the liability is personal. That is why the directors pay.
Here are the eleven receipts that get mis-classified, each with how the company treats it, what the Rule actually says, and the ROC’s view.
1. A director’s loan taken without the written declaration
Company’s view: “Money from a director is always exempt.” DPT-3 reality: Exempt under Rule 2(1)(c)(viii) only if the director furnishes a written declaration that the amount is from their own funds and not borrowed. No declaration, no exemption — it becomes a deposit.
ROC’s view. The declaration is the condition, not a formality. Obtain it in writing at the time of receipt, keep it on file, and disclose the amount in the Board’s Report and financial statements. A director loan sitting in the books with no contemporaneous declaration is the most common reclassification finding.
2. A loan from a director’s relative — in a public company
Company’s view: “Relatives of directors are covered, same as directors.” DPT-3 reality: The relative exemption under Rule 2(1)(c)(viii) is available only to private companies. A public company that takes a loan from a director’s relative has accepted a deposit.
ROC’s view. The director route (with declaration) is open to both private and public companies; the relative route is private-only. Public companies that borrowed from a director’s spouse or parent on the assumption of parity are squarely exposed under Section 76A.
3. A loan from a director’s HUF
Company’s view: “The karta is our director, so it’s a director/relative loan.” DPT-3 reality: A grey area that deserves caution. Members of a director’s Hindu Undivided Family are “relatives” under Section 2(77), so in a private company a loan from an individual HUF member, in their personal capacity and with declaration, can fall under the relative exemption. But a loan from the HUF as a distinct entity — in the HUF’s name, from HUF funds — is not obviously an individual relative, and in a public company the relative route does not exist at all.
ROC’s view. Treat the HUF-entity loan conservatively: obtain a declaration, disclose it, and report it in DPT-3, recognising that the Registrar may decline the relative exemption for an entity (as opposed to an individual member). This is precisely the kind of nuance that surfaces in scrutiny — and the brief that “the karta is a director” is not, by itself, a safe answer.
4. A loan from an LLP
Company’s view: “It’s basically an inter-corporate loan.” DPT-3 reality: It is not. The inter-corporate exclusion under Rule 2(1)(c)(vi) covers an amount received from another company. An LLP is neither a company nor a director nor a member, so a loan from an LLP to a company is a deposit unless the LLP is itself a member of the company and the member route applies.
ROC’s view. “Group entity” is a commercial description, not a legal category. An LLP in the group does not carry the inter-corporate exemption with it. Classify the receipt by the legal status of the lender, not the org chart.
5. A loan from a partnership firm, trust or individual
Company’s view: “It’s an associate / known party, so it’s exempt.” DPT-3 reality: The inter-corporate exclusion is company-to-company only. A loan from a partnership firm, a trust, or an individual who is not a director or member is a deposit.
ROC’s view. Familiarity with the lender is irrelevant. Unless the lender fits a specific clause of Rule 2(1)(c) — another company, a bank/FI, a director, a private company’s member/relative — the receipt is a deposit and attracts the full deposit regime.
6. Share-application money pending allotment too long
Company’s view: “Share-application money is never a deposit.” DPT-3 reality: Exempt under Rule 2(1)(c)(vii) only if securities are allotted within 60 days of receipt. If not allotted and not refunded within 15 days after those 60 days, the amount becomes a deposit from that point.
ROC’s view. Allotment discipline is the test. Application money left parked for months “pending paperwork” is a deposit in substance, and the ROC reads it that way. Track the 60-plus-15-day clock on every tranche.
7. Customer advances outstanding beyond 365 days
Company’s view: “Advances from customers are business income, not deposits.” DPT-3 reality: A trade advance is excluded under Rule 2(1)(c)(xii) only while it is genuinely an advance against supply — broadly, appropriated against the supply of goods or services within 365 days. If it is outstanding beyond that without supply, or becomes refundable because a required approval did not come through, it converts into a deposit.
ROC’s view. An “advance” that the company has no near-term intention of fulfilling is a loan in substance. Age the advances ledger at year-end and isolate anything beyond 365 days or anything that has turned refundable.
8. Security deposits taken outside the business exemption
Company’s view: “All security deposits are exempt.” DPT-3 reality: A security deposit taken for the performance of a contract in the ordinary course of business can be excluded under Rule 2(1)(c)(xii). But a security deposit that is interest-bearing, or unconnected to any supply/performance obligation, or refundable on demand, falls outside that exemption and is a deposit.
ROC’s view. The label “security deposit” is not a safe harbour by itself — the terms decide. (And note: there is no special ₹20,000 threshold for customer security deposits in the Deposit Rules; that figure, sometimes cited, does not exist here.) Test each deposit against the performance-of-contract condition.
9. Inter-corporate comfort from a “related party” — the GST red herring
Company’s view: “It’s from an associate company / a GST related party, so the treatment follows.” DPT-3 reality: Two different statutes that do not talk to each other. Under the Companies Act, an amount from another company — holding, subsidiary, associate or otherwise — is excluded from “deposit” under Rule 2(1)(c)(vi), full stop. GST’s “related party” concept is about valuation and supply; it has no bearing on deposit classification. So a loan from an associate company is not a deposit (but is still reportable in DPT-3); a loan from an associate that is a firm or trust is a deposit regardless of any GST relationship.
ROC’s view. Do not import GST related-party logic into Chapter V. The only question is whether the lender is “another company.” If yes, it is inter-corporate and exempt-but-reportable; if no, classify it on its own clause.
10. Convertible notes that miss the startup conditions
Company’s view: “Convertible notes from investors are exempt.” DPT-3 reality: A convertible note is excluded under Rule 2(1)(c)(xvii) only where it is ₹25 lakh or more received in a single tranche and the issuer is a DPIIT-recognised start-up. Below that amount, in multiple tranches, or issued by a company that is not a recognised start-up, it is a deposit.
ROC’s view. Convertible notes are a start-up-specific instrument. Verify recognition status and the single-tranche ₹25 lakh floor before treating the note as exempt — a SAFE-style instrument outside these bounds is a deposit.
11. Promoter’s unsecured loan without the lending-institution stipulation
Company’s view: “Promoter money is always fine.” DPT-3 reality: The promoter exemption under Rule 2(1)(c)(xiii) applies only where the unsecured loan was brought in pursuant to a stipulation by a bank or financial institution, and only while that loan subsists. A standalone promoter loan, with no such lender stipulation, does not get this exemption — though if the promoter is also a director, the director route under clause (viii) (with declaration) may apply instead.
ROC’s view. The promoter exemption is tied to a lender’s condition, not to the promoter’s status. Where there is no banking stipulation, fall back to the director/member clauses or treat the receipt as a deposit.
The penalty architecture — and why it lands on directors
It helps to separate the two very different consequences:
Mere late or non-filing of DPT-3 is procedural — Rule 21 applies a fine up to ₹5,000 on the company and every officer in default, with ₹500 per day for a continuing default. Section 76A does not apply where the underlying amount is genuinely not a deposit (an inter-corporate loan that goes unreported is a filing default, not a deposit contravention).
Accepting an amount that is, in substance, a deposit — outside the deposit regime — is the serious one. Section 76A applies to contravention of Sections 73/76 and the Rules: the company pays, in addition to repayment, a fine of ₹1 crore to ₹10 crore, and every officer in default — directors included — faces imprisonment up to seven years or a fine of ₹25 lakh to ₹2 crore, or both. Overdue matured deposits also attract 18% penal interest under Rule 17.
That is the mechanism by which mis-classification becomes a director’s personal problem: the ROC, on inspection or adjudication, recharacterises a mis-labelled receipt as a deposit accepted in contravention, and the officer-in-default provisions do the rest. The defence is built at filing time, not at the adjudication hearing.
Filing on MCA-21 V3 — the practical sequence
DPT-3 is a web-based form on the V3 portal. The working sequence:
1. Log in to the MCA-21 V3 portal with the company’s credentials.
2. Go to MCA Services → Company e-Filing → Deposits → DPT-3, and associate the CIN.
3. Choose the correct purpose (radio button): return of deposits; return of particulars of transactions notconsidered deposits; or both. Most operating companies with director/inter-corporate/bank borrowings file the “not considered deposits” or the combined option.
4. Enter the net worth from the latest audited balance sheet prior to the return date— for the FY 2025-26 filing, that is the 31 March 2025 audited balance sheet, since the FY 2025-26 audit is unlikely to be complete by the due date.
5. Populate the outstanding amounts as on 31 March 2026, classified head-wise, including the consolidated principal-plus-interest figure where interest is outstanding.
6. Attach the supporting documents — the auditor’s certificate(mandatory where deposits are reported), the board resolution, and the list of depositors/trust deed where applicable.
7. Affix the DSC of the authorised signatory (director/manager/CEO/CFO/CS), pay the fee, and note the SRN for tracking.
(Insert live-portal screenshots at steps 2, 3 and 6 when publishing — the V3 screens change periodically, so capture them at the time of filing rather than reusing older images.)
One practical caution: DPT-3 cannot be revised once filed. To correct an error, the company must approach the ROC to mark the filing defective and submit a fresh form with an explanation — a process worth avoiding by getting the classification right the first time.
Frequently asked questions
1. When is DPT-3 for FY 2025-26 due, and do LLPs file it? 31 July 2026 (extended from 30 June by General Circular 02/2026), reporting the position as on 31 March 2026. LLPs do not file DPT-3 — it is a Companies Act form; LLPs file Form 8 and Form 11.
2. Do we file DPT-3 if we only have exempt amounts like a bank loan or director’s loan? Yes. Amounts not considered deposits are still reported in DPT-3. Filing nothing because “we have no deposits” is the most common default.
3. Is a loan from our director’s HUF safe to treat as a relative loan? Cautiously, and only in a private company. HUF membersare relatives, but a loan from the HUF as an entity is a grey area, and the relative route does not exist for public companies at all. Take a declaration, disclose, and report it.
4. Does our associate company’s loan need deposit treatment because we’re GST related parties? No. An amount from another company is excluded from “deposit” under Rule 2(1)(c)(vi) regardless of GST relationship. GST related-party rules do not affect Companies Act deposit classification.
5. What’s the real penalty risk? Late filing is a small Rule 21 fine. But a mis-classified deposit accepted outside the regime triggers Section 76A — ₹1 crore-plus for the company and personal liability (fine ₹25 lakh-₹2 crore, or imprisonment up to 7 years) for officers in default, including directors.
6. Can DPT-3 be revised? No. Errors require approaching the ROC to mark the filing defective and re-filing — another reason to classify correctly before submission.
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This article is general information as on 25 June 2026 and is not advice on any specific company’s facts. The Companies (Acceptance of Deposits) Rules, the DPT-3 form and the due date are subject to change; verify the current position on the MCA portal before filing.
The author, CA Sundram Gupta, is the founder of Patron Accounting LLP, a CA & CS firm headquartered in Pune with offices in Mumbai, Delhi and Gurugram, advising private companies, OPCs and start-ups on ROC/MCA compliance, deposit classification and DPT-3 filings.
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