DPT-3 Filing With ROC
for Private Limited Companies

DPT-3 is the Return of Deposits form that companies must file annually to report deposits and exempted deposits as per Rule 16A of the Companies (Acceptance of Deposits) Rules, 2014. It was made mandatory through an amendment in 2019 to enhance transparency and protect depositor interests. The form helps the Ministry of Corporate Affairs monitor corporate borrowings and ensures compliance with deposit acceptance norms under the Companies Act, 2013.

All companies except government companies must file DPT-3 if they have outstanding deposits or exempted deposits. This includes private limited companies, public companies, one-person companies, Section 8 companies, holding companies, subsidiary companies, and associate companies. Even companies with only bank loans or inter-corporate borrowings must file this return. The requirement applies regardless of company size, turnover, or the amount of outstanding loans.

DPT-3 must be filed annually by June 30th of every year, reporting the position as of March 31st. For example, for the financial year 2024-25 (April 1, 202,4, to March 31, 2025), the DPT-3 return must be filed by June 30, 2025. This due date is fixed and applies to all companies regardless of their adopted financial year. Late filing attracts significant additional fees.

Exempted deposits are amounts received by companies that are not considered as deposits under Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014. These include loans from banks, NBFCs, directors, relatives of directors, other companies, government bodies, advances from customers (up to 365 days), employee security deposits, and money raised through debentures or commercial papers. Even though these are exempted from deposit regulations, they must be reported in DPT-3.

Auditor's certificate is mandatory only when filing returns of actual deposits (radio buttons 2 or 4 in the form). If the company is filing only exempted deposits (radio button 3), no auditor's certificate is required. The certificate must be from the statutory auditor of the company, confirming that the information provided is accurate and the company has not defaulted in deposit repayments.

Late filing of DPT-3 attracts additional fees ranging from 2 times the normal fee (for delays up to 30 days) to 12 times the normal fee (for delays beyond 180 days). Additionally, under Rule 21, the company and every officer in default can be penalised up to ₹5,000, with daily penalties of ₹500 for continuing contraventions. Persistent non-compliance may also attract penalties under Section 73 of the Companies Act.

If a company has no outstanding deposits or exempted deposits as of March 31st, there is no requirement to file a NIL return in DPT-3. The form is only required when there are actual amounts to be reported. However, it's advisable to maintain proper documentation to support the position that no filing was required.

DPT-3 has four radio buttons: (1) One-time return (applicable only for FY 2018-19), (2) Return of deposits, (3) Particulars of transactions not considered as deposits, and (4) Return of deposits and particulars of transactions not considered as deposits. Most private companies select radio button three as they typically have only exempted deposits. Companies with actual deposits must select radio button 2 or 4.

Advances from customers for goods or services are exempted from deposits if settled within 365 days. If the advance remains outstanding beyond 365 days, it becomes a deposit subject to regulations and must be reported under radio button 2 or 4. The 365-day period is calculated from the date of receipt, and companies must monitor ageing to ensure compliance.

Under Section 2(31) of the Companies Act, 2013, a deposit includes any receipt of money by way of deposit, loan, or any other form by a company, except those specifically exempted under Rule 2(1)(c). The definition is inclusive, meaning any money received creates an obligation to repay and is considered a deposit unless specifically exempted. This broad definition ensures comprehensive coverage of corporate borrowings.

Inter-corporate loans (money received from one company by another) are exempted deposits under Rule 2(1)(c)(vi) and must be reported in DPT-3 under radio button 3. These loans are not subject to deposit regulations but require disclosure for transparency.

The net worth for DPT-3 is calculated based on the latest audited balance sheet preceding the return date. It includes paid-up share capital and free reserves but excludes specific reserves like capital redemption reserve or revaluation reserve. For newly incorporated companies whose accounts are not yet audited, the net worth from unaudited financial statements can be used with proper disclosure.

Loans from directors or their relatives in private companies are exempted deposits under Rule 2(1)(c)(viii) and must be reported in DPT-3. The director or relative must have held that position at the time of lending. These loans require disclosure in the board's report and a declaration that the money is not borrowed funds. Public companies cannot accept such loans, as they are considered deposits.

Yes, all loans from banks, NBFCs, financial institutions, and insurance companies are exempted deposits under Rule 2(1)(c)(iii) and must be reported in DPT-3. This includes term loans, working capital facilities, overdrafts, credit card outstanding, and any other banking arrangements.

Non-filing of DPT-3 results in penalties under Rule 21, including fines up to ₹5,000 for the company and every officer in default, plus daily penalties of ₹500 for continuing contraventions. If the company continues accepting deposits without filing returns, higher penalties under Section 73 apply, including fines up to ₹10 crores and imprisonment up to 7 years for officers in default.

Non-interest-bearing security deposits from employees up to their annual salary are exempted deposits under Rule 2(1)(c)(x) and must be reported in DPT-3. These deposits must be based on employment contracts and should not exceed the employee's annual remuneration.

Money received from central or state governments or guaranteed by them is exempted from deposits under Rule 2(1)(c)(i) and must be reported in DPT-3. This includes subsidies, grants, incentives, and any other financial assistance from government bodies. The exemption extends to local authorities and statutory bodies, recognising the special nature of government funding.

A start-up company can accept an amount of ₹25 lakhs or more via a single convertible note, which is treated as an exempted deposit and must be reported in DPT-3. Separately, a private company (including a start-up) that accepts money from its members is exempt from certain stringent conditions of deposit rules for the first five years of its incorporation, though it must still stay within the overall 100% limit.

Share application money pending allotment for less than 60 days and calls in advance are exempted deposits under Rule 2(1)(c)(vii) and must be reported in DPT-3. If application money remains pending beyond 60 days, it becomes a deposit subject to regulations.

Outstanding amounts include the principal amount plus any accrued and unpaid interest as of March 31st. The reporting should reflect the actual liability of the company on the balance sheet date. If interest has been capitalised or converted to principal, it should be included in the outstanding amount. Proper ageing analysis helps in accurate reporting.

Foreign loans are generally exempt from deposits if received from foreign governments or foreign banks under Rule 2(1)(c)(ii). Companies must also ensure compliance with FEMA regulations for foreign borrowings and report accordingly in DPT-3.

Money raised through commercial papers and debentures is exempted from deposits under Rule 2(1)(c)(v) and Rule 2(1)(c)(ix) respectively, and must be reported in DPT-3.

NBFCs registered with the RBI and housing finance companies registered with the National Housing Bank are completely exempt from DPT-3 filing as per Rule 1(3). These entities have their own regulatory framework for deposit acceptance and reporting. However, companies that are not registered with these regulators must file DPT-3 even if they operate in similar business areas.

Non-interest-bearing amounts received in trust or held in escrow are exempted deposits under Rule 2(1)(c)(xiii) and must be reported in DPT-3. The key condition is that these amounts should not bear interest

Amounts received from mutual funds, alternative investment funds (AIFs), or collective investment schemes registered with SEBI are exempted deposits under Rule 2(1)(c)(xvi) and must be reported in DPT-3. This exemption recognises the regulated nature of these entities but ensures transparency through disclosure. The amounts may include subscription money or other receipts from such funds.

The one-time return was required for amounts outstanding between April 1, 2014, and March 31, 2019, and had to be filed by June 29, 2019. This was a transitional provision to capture historical data when the DPT-3 requirement was introduced. Companies that missed this deadline may still need to file with additional fees. The one-time return is no longer applicable for new filings.

Money received from joint venture partners or partnership firms depends on the legal structure. If the partner is a company, it's an exempted deposit under inter-corporate loans. If it's an individual or HUF partner, it may be considered a deposit requiring proper compliance. Limited Liability Partnerships (LLPs) are treated as separate entities, and money from LLPs to companies is generally exempted.

Credit facilities like letters of credit, bank guarantees, and performance guarantees that don't involve actual receipt of money are generally not reportable in DPT-3. However, if money is actually received against these facilities (like discounting of LCs), such amounts become reportable as exempted deposits. The key test is whether there's an actual receipt of funds creating a liability.

Money received from insurance companies is an exempted deposit under Rule 2(1)(c)(iv), and must be reported in DPT-3. This includes direct loans as well as investments in debentures or other securities issued by the company.

Money received in the course of amalgamation, merger, or corporate restructuring may qualify for exemptions depending on the specific nature of the transaction. If it's from the transferor company, it's generally an inter-corporate transaction. Court-approved schemes may have specific provisions. Companies should carefully analyse each transaction to determine the appropriate treatment in DPT-3.

Foreign currency loans should be reported in DPT-3 at their rupee equivalent as per the exchange rate prevailing on March 31st. Any foreign exchange fluctuation impact should be included in the outstanding amount. Companies must also ensure FEMA compliance for such borrowings. The reporting should match the amounts reflected in the audited financial statements.

Money received from agricultural credit societies, cooperative banks, or rural development institutions may qualify for exemptions if they fall under government or guaranteed categories. Regional rural banks and land development banks often have government backing. Companies should verify the specific status of such institutions to determine appropriate treatment in DPT-3.

Working capital facilities like cash credit, overdraft, and bill discounting are exempted deposits if obtained from banks or financial institutions under Rule 2(1)(c)(iii). The outstanding amount as of March 31st (including any interest accrued) should be reported.

If a company receives deposits backed by director guarantees, the deposits remain subject to regulations and must be reported under radio button 2 or 4. The guarantee by directors doesn't change the nature of the deposit. However, if directors provide personal funds instead of guaranteeing third-party deposits, such amounts are exempt from the director loan provisions.

Companies should maintain comprehensive documentation, including loan agreements, board resolutions, auditor's certificates (where required), ageing analysis of outstanding amounts, net worth calculations, and details of all exempted deposits. Proper record-keeping is essential for accurate DPT-3 filing and to defend the position in case of regulatory scrutiny. Digital records with proper backup are recommended for easy retrieval and compliance management.