On 22 January 2019, the Ministry of Corporate Affairs (MCA) through its notification issued the Companies (Acceptance of Deposits) Amendment Rules, 2019 which made certain amendments to the Companies (Acceptance of Deposits) Rules, 2014 (Deposit Rules). The amendments came into force from the date of their publication in the official gazette i.e. 22 January 2019.
Following amendments have been issued related to return of deposits.
Mandatory filing for transactions not regarded as deposits (Rule 16): The amendments to the Deposit Rules have inserted an explanation which clarifies that Form DPT-3 (return of deposits) should be used for filing:
a) return of deposit
b) Particulars of a transaction not considered as deposit or
c) Both by every company, other than a government company. (Emphasis added to highlight the change)
The form should be filed with the Registrar of Companies (ROC) on or before 30 June, of every year (comprising information contained therein as on 31 March of that year duly audited by the auditor of the company).
One-time return for outstanding receipts not considered as deposits (Rule 16A): The amendments inserted a new provision which requires every company (other than a government company) to file with the ROC a one-time return in Form DPT-3 for receipt of money/loan by a company outstanding from 1 April 2014 to 22 January 2019 (i.e. date of publication of the notification in the official gazette) but not considered as deposits (as specified in Form DPT-3).
Such a return was required to be filed by 22 April 2019 (i.e. within 90 days from the date of publication of notification in the official gazette) along with specified fees.
Revised Form DPT-3: A revised Form DPT-3 has been issued. (Revised with effect from 01st May 2019) New development
The MCA through its circular dated 12 April 2019 further amended Rule 16A relating to one-time return for outstanding receipts not considered as deposits.
As per the amendment, every company (other than a government company) would need to file with the ROC a one-time return in Form DPT-3 for receipt of money/loan by a company, not considered as deposits, outstanding from 1 April 2014 to 31 March 2019. Earlier the requirement was to file one-time return for the period 1 April 2014 till 22 January 2019.
Additionally, MCA has clarified that additional fees as applicable under the Companies (Registration Offices and Fees) Rules, 2014 would be levied after 30 days from the date the new form would be deployed on the MCA portal.
Revised form DPT-3 added two new sections:
Point 14: This deals with total amount of outstanding money or loan received by a company but not considered as deposits (for one time return).
Point 15: This deals with the particulars of receipt of money or loan by a company but not considered as deposits (disaggregated information) as at the end of the financial year (for the annual return of deposits).
Point 15 requires a disclosure of a number of financial transactions classified into 13 categories. The coverage of these transactions is quite pervasive, as it is likely to cover many financial transactions including amounts received from governments, both Indian and foreign, including government bodies, loans from banks and financial institutions, advances from customers for goods, services and property, inter-corporate receipts, proceeds from issue of commercial paper, bonds and debentures, share application money and loans from directors. Therefore, it would practically require various financial transactions of the company to be aggregated into 13 categories and related sub-categories as prescribed by the government.
Following Attachments are required with DPT-3: –
Auditor’s certificate CA Certificate DPT-3]
Deposit Insurance contract – Mandatory if company has deposit insurance and details of same are mentioned in the form.
Copy of trust deed – Mandatory if company has trust deed and details of same are mentioned in the form.
Copy of instrument creating charge – Mandatory if company has trust deed and details of same are mentioned in the form.
List of depositors – List of deposits matured; cheques issued but not yet cleared to be shown separately – Mandatory if company has balance of deposits outstanding at the end of the year.
Details of liquid assets.
Optional attachment, if any.
On the Letter Head of Auditor
This is to be certified that Ms. ______________________[Name of the Company] a Company incorporated under Companies Act, 2013 and having its registered office situated at ___________________has below mentioned “outstanding receipts of money or loan, which have been taken from 1st April, 2014 and are outstanding as on 22nd January, 2019. It is further confirmed that these are not considered as deposits, in terms of Rule 2(1)(c) of Companies (Acceptance of Deposits) Rules, 2014 read with Section 73 of the Companies Act, 2013.
|(a) Amount received from –
(i) the Central Government; or
(ii) a State Government; or amount received from any other source whose repayment is guaranteed by the Central Government or State Government; or
(iii) amount received from a local authority; or
(iv) amount received from statutory authority constituted under an Act of Parliament or a State Legislature.
|(b) Amount received from –
(i) Foreign Governments; or
(ii) Foreign or international banks;
(iii) Multilateral financial institutions;
(iv) Foreign Governments owned development financial institutions;
(v) Foreign export credit agencies;
(vi) Foreign collaborators;
(vii) Foreign body corporates;
(viii) Foreign citizens;
(ix) Foreign authorities or;
(x) Persons residents outside India subject to the provisions of Foreign Exchange Management Act, 1999 (42 of 1999).
|(c) Amount received as –
(i) A loan or facility from any banking company; or
(ii) From the state Bank of India or any of its subsidiary banks; or
(iii) From a banking institution notified by the Central Government under section 51 of the Banking Regulation Act, 1949 (10 of 1949); or
(iv) A corresponding new bank as defined in clause(d) of section 2 of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1980 (40 of 1980); or
(v) From a cooperative bank as defined in clause (b-ii) of section 2 of the Reserve Bank of India Act, 1934 (2 of 1934).
|(d) Amount received as loan or financial assistance from –
(i) Public Financial Institutions notified by the Central Government; or
(ii) Any regional financial institutions; or
(iii) Insurance companies; or
(iv) Scheduled Banks as defined in the Reserve Bank of India Act,1934 (2 of 1934).
|(e) Amount received against issue of commercial paper or any other instruments issued in accordance with the guidelines or notification issued by the Reserve Bank of India.|
|(f) Amount received by the company from any other company.|
|(g) Amount received and held pursuant to an offer made in accordance with the provisions of the Act towards subscription to any securities including share application money or advance towards allotment of securities pending allotment, so long as such amount is appropriated only against the amount due on allotment of securities applied for.|
|(h) Amount received from a person who, at the time of the receipt of the amount, was a director of the company or the relative of the director of a private company.|
|(i) (A)Amount raised by the issue of bonds or debentures secured by a first charge or a charge ranking pari passu with the first charge on any assets referred to in Schedule III of the Act excluding intangible assets of the company; or
(B) bonds or debentures compulsorily convertible into shares of the company within ten years.
|(j) Amount raised by the issue of non-convertible debentures not constituting a charge on the assets of the company and listed on recognized stock exchange as per applicable regulations made by Securities and Exchange Board of India.|
|(k) Amount received from an employee of the company not exceeding his annual salary under a contract of employment with the company in the nature of non-interest bearing security deposit.|
|(l) Non-interest bearing amount received and held in trust.|
|(m) Amount received in course of , or for the purposes of the business of the company-
(i) As an advance for supply of goods or provision of services accounted for in any manner whatsoever provided that such advance is appropriated against supply of goods or provision of services within a period of three hundred and sixty five days from the date of acceptance of such advance.
(ii) As advance accounted for in any manner whatsoever, received in connection with consideration for immovable property under an agreement or arrangement, provided that such advance is adjusted against such property in accordance with the terms of agreement or arrangement.
(iii) As security deposit for performance of the contract of supply of goods or provision of services.
(iv) As advance received under long term projects for supply of capital goods except those covered under item (b) of sub- clause (xii) clause (c) of sub- rule (1) of rule (2) of the Companies (Acceptance of Deposits) Rules, 2014.
(v) As an advance towards consideration for providing future services in the form of a warranty or maintenance contract as per written agreement, if the period for providing such services does not exceed the period prevalent as per common business practice or five years, from the date of acceptance of such service whichever is less.
(vi) As advance received and allowed by any sectoral regulator or in accordance with directions of Central or State Government.
(vii) As an advance for subscription towards publication, whether in print or electronic to be adjusted against receipt of such publications.
(viii) Amount brought in by promoters of the company by way of unsecured loans in pursuance of the stipulation of any lending financial institution.
(ix) Amount received by a Nidhi company in accordance with the rules made under section 406 of the Act.
(x) Amount received by way of subscription in respect of chit under the Chit Funds Act, 1982(4 of 1982).
(xi) Amount received by company under any collective Investment scheme in compliance with regulations framed by the Securities and Exchange Board of India.
(xii) Amount of twenty five lakh rupees or more received by a start up company, by way of convertible note (convertible into equity shares or repayable within a period not exceeding five years from the date of issue) in a single tranche, from a person.
|(xiii) Amount received by a company from –
(A) Alternate Investment Funds;
(B) Domestic venture Capital Funds;
(C) Infrastructure Investments Trusts;
(D) Real Estate Investment Trusts;
(E) Mutual Funds registered with the Securities and Exchange Board of India.
For ____________________________ (Auditor name)
ICAI Firm Registration Number-XXXXX
Partner Membership Number-XXXXX