Mandatory Filing of Form DPT-3

E-Form DPT-3 is required to be filed pursuant to section 73 read with rule 16 of the of the  Companies (Acceptance of Deposits) Rules, 2014 

MCA vide its notification dated 22nd January, 2019 notified Companies (Acceptance of Deposits) Amendment Rules, 2019, in which ‘sub–rule 3’ in Rule 16A is inserted to file e-form DPT-3 mandatorily for information of Loan to ROC. 

Accordingly, in order to protect and safeguard the interest of deposit holders or creditors of the Company, the Central Government in consultation with the Reserve Bank of India (RBI), hereby, notified in the Companies (Acceptance of Deposits) Amendment Rules, 2019 to amend the Companies (Acceptance of Deposits) Rules, 2014.

Rule 16A (3) Every company other than Government Company shall file a onetime return of

outstanding receipt of money or loan by a company but not considered as deposits, in terms of clause (c) of sub-rule 1 of rule 2 from the 01^st April, 2014 to 22nd January, 2019 (till the date of

publication of this notification in the Official Gazette), as specified in Form DPT-3 within ninety days from the date of said publication of this notification along with fee as provided in the Companies (Registration Offices and Fees) Rules, 2014.

KEY POINTS OF THE NEW NOTIFICATION AND ITS APPLICABILITY:-

1. Applicability on Companies: – All Companies (Private, Public, OPC, etc.) except Government Companies are required to file DPT-3.

2. Due Date: – One-time return in E-Form DPT-3 is required to be filed within 90 days of publication of this notification in Official Gazette (22^ndJanuary, 2019+ 90 days i.e. by 22^nd April, 2019)

3. Requirement: – Filling is required to be done for both secured & unsecured outstanding money/loan not considered deposits are mentioned below which are not treated as deposits as per Rule 2(1)(c) of Companies (Acceptance of Deposits) Rules, 2014. DPT-3 needs to file in respect of these transactions.

4. Period of ‘outstanding receipt of money or loan: – The period which is covered for filing this return is from 01st April, 2014 till 22^ndJanuary, 2019. Also be filed in case the loan/money outstanding is taken from its holding/subsidiary or associate company.

5. Filing Fees: – Fees shall be payable as per the Companies (Registration Offices and Fees) Rules,

Companies are advised to file the One Time Return in e-form DPT-3 as soon as possible without waiting for the last date i.e. 22^nd April, 2019

Brief view of above notification:-

1. The Concept of Deposit

→ Section 2(31) of CA, 13 defines the term ‘deposit’ in an inclusive manner which provides that any receipt of money by way of deposit or loan by a company shall be termed as deposit. An extension to this definition has been provided in Rule 2(1)(c). Further, Sections 73 to 76A of CA, 13 contain the provisions relating to acceptance of deposits from members by private companies and from persons other than members by public companies and the procedural requirements for the same have been prescribed by the ministry through the Rules. Therefore, the reporting requirement comes from the Rules.

Rule 16 of the existing set of Rules requires filing of the return of deposits (e- form DPT-3) within 30th June every year by the companies accepting deposits.

Apparently, till date, the reporting requirement was applicable only to those companies which have accepted money considered as deposits as per the definition. Therefore, the reporting by other companies was not required. However, the amendment is seemingly intending to include those other companies too within its purview.

2. Which companies will get hit by the amendments?

→ The amendment will hit almost all companies irrespective of the status thereof, i.e., Small Company, Public Company, Private Company, One Person Company. However, the same rules excludes a Government Companies, Non-Banking Financial Companies (NBFCs) NBFC from the reporting requirement.

• “Small Company” as per section 2(85) of Companies Act, 2013 means a company, other than a public company,—

a) Paid-up share capital of which does not exceed Fifty Lakh Rupees or

b) Turnover of which as per its last profit and loss account does not exceed Two Crore Rupees or such higher amount as may be prescribed which shall not be more than Twenty Crore. Provided that nothing in this Section shall apply to—

i. A holding Company or a subsidiary company;

ii. A Company registered under Section 8; or

iii. A Company or body corporate governed by any special Act;

• “Private Company” means as per section 2(68) of Companies Act, 2013 not having minimum paid up share capital, restricts the right to transfer its shares, except in case of one person company limits the number of its members to two hundred. Provided that where two or more persons hold one or more shares in a Company jointly, they shall, for the purposes of this clause, be treated as a single member:
• “Public Company” means as per section 2(71) of Companies Act, 2013 means a Company which is not a Private Company as per CA, 201. Provided that a company which is a subsidiary of a company, not being a private company, shall be deemed to be public company for the purposes of this Act even where such subsidiary company continues to be a private company in its articles ;
• “One Person Company” means a company which has only one person as a member;

3. What do these amendments talk about?

→ The amendments require reporting of the following by the companies with the registrar:

1. A one-time return which will give the details of the outstanding receipt of money or loan which have not been considered as deposits as per Rule 2(1)(c) of the Rules. For this, the period of such receipt of money or loan has to be considered from 1^stApril 2014 till the date of publication of the notification in the gazette, i.e., 22^nd January 2019 and which are outstanding as on the said date. The reporting has to be done within 90 days of the said publication.

2. A periodic return which will give the details of particulars of transactions which are not considered as deposits as per Rule 2(1)(c) of the Rules within 30^th June of every year containing details as on 31st March.

4. Which transactions are enlisted in Rule 2(1)(c)?

→ Rule 2(1)(c) defines the term ‘deposit’ in an exclusive manner and enlists 19 transactions which are not treated as deposits. Below is the list of the items that are excluded from the term ‘deposit’ subject to the conditions/ exceptions mentioned thereunder-

a. Amount received from central government, state government etc;

b. Amount received from foreign governments/ banks etc;

c. Amount received as loan from banks, banking companies etc;

d. Amount received as loan from Private Finance institutions (PFIs), any regional Financial Institutions or insurance companies or scheduled banks;

e. Amount raised through issuance of commercial paper;

f. Inter- corporate deposits;

g. Amount received as subscription money for securities pending allotment;

h. Amount received from directors/ relative of directors in case of a private company;

i. Amount raised by issue of secured bonds/ debentures;

j. Amount raised through issuance of unsecured listed NCDs;

k. Non-interest bearing security deposit received from employees;

l. Non-interest bearing amount held in trust;

m. Advance from customers;

n. Amount brought by the promoters;

o. Any amount accepted by a Nidhi;

p. Any amount received by way of subscription in respect of a chit;

q. Any amount received by the company under any collective investment scheme;

r. Amount received by start- up company by way of convertible note;

s. Amount received from Alternate Investment Funds (AIFs), venture capital funds (VCFs) real estate investment trusts (REITs) etc.

5. What will be the consequences for non- reporting?

→ If the company is non-compliant with the provisions of the law i.e. does not file DPT-3 and still accepts deposits then it shall

On the Company:-	A fine of minimum INR. 1 crore or twice the amount of deposit so accepted, whichever is lower, which may extend to INR.10 crore; and
On the officers of the Company	Who is in default: imprisonment up to seven years and with a fine of not less than INR. 25 lakh which may extend to INR.2 crore.