DPT-3 Form: Disclosing Loans & Borrowings

DPT-3 Form: Disclosing Loans & Borrowings

Form DPT-3 is an annual return that every eligible company must file with the Registrar of Companies by 30 June 2026 for the financial year ending 31 March 2026. It discloses every rupee of money received and still outstanding — classified either as a statutory deposit or as an exempt non-deposit receipt. Getting that classification right is not a formality: a mis-categorised director loan or an unrecorded inter-corporate balance can trigger deposit-regulation consequences worth multiples of the original borrowing in cost, penalties, and compliance burden.

What DPT-3 Is and Who Must File It

DPT-3 is mandated by Rule 16 of the Companies (Acceptance of Deposits) Rules, 2014 (the Deposit Rules), read with Section 73 of the Companies Act, 2013. The obligation applies to virtually every company incorporated under the Act, with four statutory exceptions:

• Government companies (Section 2(45) definition)
• Banking companies governed by the Banking Regulation Act, 1949
• NBFCs registered with the Reserve Bank of India
• Housing Finance Companies registered with the National Housing Bank

If your company falls outside these four categories, DPT-3 is mandatory — even if you have accepted zero deposits. The form captures two types of disclosures:

1. Outstanding deposits — amounts accepted under the deposit regime, with full compliance obligations (credit rating, deposit insurance, DRR, Form DPT-1 circular, and so on)
2. Outstanding receipt of money or loan (non-deposit category) — amounts received that fall under one of the exemptions in Rule 2(1)(c) of the Deposit Rules

Private companies almost never accept public deposits. Yet the non-deposit column of DPT-3 is almost always populated — every bank loan, director advance, inter-company borrowing, and shareholder loan fits somewhere on this form. The single most dangerous misconception in practice is that "no deposits = no DPT-3." The Rule does not work that way.

Key filing details for FY 2025-26:

• Portal: MCA V3 at www.mca.gov.in
• Deadline: 30 June 2026
• Mandatory attachment: Auditor's Certificate from the statutory auditor, digitally signed with the auditor's Class 3 DSC
• Signing authority: A Director with a valid Class 3 DSC registered on MCA V3

All Categories of Borrowings Reportable in DPT-3

DPT-3 covers the full financing mix of a company. Every category below must be assessed, and if there is an outstanding balance on 31 March 2026, it goes into the form under the appropriate deposit or non-deposit classification.

Bank and financial institution loans:

• Secured and unsecured term loans from scheduled banks
• Working capital facilities — cash credit, overdraft, and working capital demand loans (WCDL)
• Loans from non-banking financial companies and All India Financial Institutions

Related-party receipts:

• Inter-corporate loans from the holding company, wholly-owned subsidiaries, or associate companies
• Loans from directors out of their own funds, where the prescribed written declaration exists
• Loans from shareholders — treated as deposits by default unless a specific exemption applies

Capital market and cross-border instruments:

• Non-Convertible Debentures (NCDs) and bonds, whether listed or privately placed
• Commercial Papers (CPs) issued to institutional investors
• External Commercial Borrowings (ECBs) raised under the RBI's Master Direction on ECB and Trade Credits

Other reportable receipts:

• Share application money pending allotment beyond 60 days from the date of receipt
• Security deposits held beyond the period prescribed in the contract
• Trade advances received from customers that exceed the timelines and thresholds specified in the Deposit Rules

Each entry in DPT-3 requires: name and nature of lender, date of receipt, tenure, outstanding principal plus accrued and unpaid interest as on 31 March 2026, applicable interest rate, security or charge details, and the specific Rule 2(1)(c) sub-clause that supports a non-deposit classification. Leaving any of these fields incomplete invites follow-up scrutiny from the Registrar.

Director Loans: The One-Page Declaration That Can Save Crores

Among all DPT-3 disclosures, the treatment of director loans generates the most errors — and the most severe downstream consequences when those errors go undetected.

Under Rule 2(1)(c)(viii) of the Deposit Rules, a loan from a director is not a deposit, provided:

1. The director furnishes a written declaration to the company stating that the amount is not given out of funds acquired by borrowing or accepting loans or deposits from others.
2. The declaration is received before the funds are transferred.
3. The company retains the original declaration in its secretarial records.

This declaration is a one-page document. Its absence has a disproportionate regulatory consequence: the entire loan amount is reclassified as a deposit. Once reclassified, the company must immediately comply with the full deposit-compliance framework under Sections 73–76 of the Act, which includes:

• Obtaining a credit rating from a SEBI-registered credit rating agency
• Purchasing deposit insurance
• Maintaining a Deposit Repayment Reserve (DRR) — 20% of deposits maturing during the financial year, held in a scheduled bank
• Issuing a circular to depositors in Form DPT-1
• Complying with premature-withdrawal and repayment rules under the Deposit Rules

Non-compliance with deposit requirements carries penalties under Section 76A of the Companies Act, 2013: the company faces a minimum fine of Rs. 1 crore or twice the deposit amount (whichever is lower), up to Rs. 10 crore. Every officer in default faces a fine of Rs. 25 lakh to Rs. 2 crore and imprisonment of up to 7 years. A missing one-page declaration is the trigger for all of this.

What to do in practice:

• Obtain a fresh declaration from every director who has advanced funds, before the money is transferred — not retrospectively
• Date and preserve the original in a dedicated secretarial folder, cross-referenced to the loan ledger entry
• Issue a new declaration for each financial year, even where the loan is continuing from a prior year
• Maintain individual ledger sub-accounts for each director's loan: opening balance, each tranche drawn down, each repayment, interest charged at the agreed rate, and closing balance at 31 March 2026
• Do not mix personal lending by a director with corporate lending by that director's firm — they follow different rules

Special situation — director who is also a shareholder: The director-loan exemption under Rule 2(1)(c)(viii) takes precedence over the shareholder-loan classification, provided the declaration exists. Without the declaration, the shareholder-loan route does not save you: loans from individual shareholders are treated as deposits unless the shareholder meets an alternative specific exemption.

Shareholder and Inter-Corporate Loans: Deposit or Not?

Shareholder loans from individual shareholders (who are not directors) are presumed to be deposits and attract full deposit-compliance obligations — unless the loan falls within an applicable Rule 2(1)(c) exemption or the shareholder is a body corporate.

Inter-corporate loans between related companies are specifically exempted under Rule 2(1)(c)(xii), provided:

• The lending entity is a body corporate (company, LLP, or other body corporate)
• The relationship (holding–subsidiary or associate) is documented
• The inter-corporate loan agreement captures interest rate, tenure, and repayment schedule

The exemption removes the deposit-compliance burden, but it does not remove the DPT-3 disclosure obligation. Inter-corporate loans must still appear in the non-deposit column of DPT-3, matched to the Rule 2(1)(c)(xii) reference.

Practical points:

• Update the inter-corporate loan agreement at the start of each financial year to reflect revised terms or renewed drawdowns
• Reconcile the inter-corporate balance with the mirror entry in the related party's accounts — your auditor and the related party's auditor will both check this
• Where the lending entity is an overseas parent, ECB or trade credit norms under FEMA may apply simultaneously, requiring RBI reporting in addition to DPT-3 disclosure

Reconciling DPT-3 with Your Audited Financials

DPT-3 figures must reconcile precisely with the loan schedules in the audited balance sheet filed in Form AOC-4. A mismatch between the two is the leading cause of Registrar notices — and the mismatch is almost always attributable to one of three systematic gaps.

Gap 1 — Accrued interest omitted. DPT-3 requires the outstanding amount as on 31 March, which includes accrued but unpaid interest. Companies routinely report only the principal, leaving the accrued interest in a separate "Interest Payable" line in their books but failing to carry it across to DPT-3. The audited balance sheet will always show the full liability; the DPT-3 will show only the principal — and the gap immediately attracts scrutiny.

Gap 2 — Foreign currency mistranslation. ECBs and overseas loans are denominated in USD, EUR, or other currencies. The DPT-3 figure must be the INR equivalent at the RBI reference rate on 31 March 2026 — not the drawdown rate, not the average rate for the year. Using any other rate creates a discrepancy that is impossible to defend.

Gap 3 — Omitted or newly added borrowings. A loan drawn after 1 April 2025 and fully repaid by 31 March 2026 shows a zero closing balance and is easily skipped. While a zero-balance borrowing does not require a DPT-3 line entry, any accrued interest that remains unpaid (or interest paid out of a separate account) needs to be traced and confirmed as zero.

Pre-filing reconciliation checklist:

• [ ] DPT-3 total outstandings = Long-term borrowings + Short-term borrowings + Accrued interest payable per audited balance sheet
• [ ] Each DPT-3 line item traced to a specific note in the audited financials
• [ ] Director declarations on file for every director loan disclosed as non-deposit
• [ ] ECB and overseas loan figures restated to INR at 31 March 2026 RBI reference rate
• [ ] Share application money outstanding beyond 60 days identified and included
• [ ] Zero-balance borrowings verified as genuinely zero (including accrued interest)

Worked Example: Precision Components Pvt Ltd

Background: Precision Components Pvt Ltd is a Maharashtra-based private limited company with paid-up capital of Rs. 1 crore. At 31 March 2026, its borrowing position is as follows:

Problem 1 — Ms. Sharma's undeclared loan:

Ms. Sharma advanced Rs. 25 lakh in October 2025. No written declaration was obtained before the transfer. In DPT-3, this Rs. 26,50,000 (principal + accrued interest) must be classified as a deposit. The company is now obligated to retrospectively comply with Sections 73–76A — credit rating, DRR, deposit insurance, and DPT-1 circular — or face a minimum penalty of Rs. 1 crore under Section 76A. A declaration obtained after the transfer does not cure the defect. The remedy here is to repay Ms. Sharma's funds in full, obtain a fresh declaration, and then re-advance the amount to properly qualify as a non-deposit director loan.

Problem 2 — Accrued interest reporting:

If the company's accountant files DPT-3 reporting only the principal column (Rs. 6,50,00,000) rather than the full amount including accrued interest (Rs. 6,70,25,000), the DPT-3 figure will not agree with the audited balance sheet. The auditor's certificate will reflect the full Rs. 6,70,25,000 liability. The Rs. 20,25,000 gap will appear unexplained — a straightforward reconciliation failure.

Correct DPT-3 classification for each line:

• SBI term loan: Rs. 3,55,25,000 — non-deposit; secured; CHG-1 charge number to be quoted; Rule 2(1)(c)(iv)
• Mr. Agarwal's loan: Rs. 79,50,000 — non-deposit; Rule 2(1)(c)(viii); declaration date 4 August 2025 on file
• Ms. Sharma's loan: Rs. 26,50,000 — deposit; deposit compliance required; full Section 73–76A framework applies
• Holding company loan: Rs. 2,09,00,000 — non-deposit; Rule 2(1)(c)(xii); supported by inter-corporate loan agreement dated 1 April 2025

Charges on MCA and the CHG-1 Consistency Trap

Every secured loan disclosed in DPT-3 must have a corresponding charge on MCA's charge register. Charges are created in Form CHG-1 (or Form CHG-9 for debenture trusts) within 30 days of creation — extendable to 120 days with additional fees. Charges satisfied on repayment must be formally closed through Form CHG-4.

The MCA's charge index is increasingly cross-referenced against DPT-3 during scrutiny. Three inconsistencies that trigger notices:

1. DPT-3 shows a secured loan, but no active charge appears in MCA records. Either the CHG-1 was never filed (itself a separate violation) or the charge was satisfied and CHG-4 was filed, but the DPT-3 still shows the loan as outstanding.

1. The security description in DPT-3 does not match the CHG-1 filing. If DPT-3 says "first charge on land and building" but CHG-1 says "hypothecation of movable assets," both documents are queried.

1. CHG-4 filed but DPT-3 not updated. A loan repaid during the year — and the charge satisfied in MCA — but still showing in DPT-3 as outstanding is an internal contradiction that creates unnecessary correspondence.

Before filing DPT-3, run the company's charge register on MCA's online charge search tool. Reconcile every active charge against the secured borrowings you plan to report. File any pending CHG-4s for repaid loans before submitting DPT-3 so both registers tell a consistent story.

Pitfalls to Avoid: Eight Mistakes That Invite Scrutiny

1. Treating a director loan as a deposit because the declaration is missing. Obtain the declaration before funds transfer. A declaration prepared retrospectively does not restore the exemption.

2. Omitting inter-corporate balances disclosed in the related-party note. The related-party disclosure in the audited financials (Ind AS 24 or AS-18) and DPT-3 must be consistent. If an inter-company balance appears in one and not the other, the inconsistency is visible to any reviewer comparing the two filings.

3. Missing External Commercial Borrowings. ECBs are exempt from the deposit definition but still reportable in DPT-3 as non-deposits. Omitting them creates an unexplained gap between DPT-3 and the balance sheet.

4. Overlooking share application money pending allotment beyond 60 days. This is a routinely missed category. Any application money not leading to allotment within 60 days of receipt must be disclosed and, if not returned, treated as a deposit.

5. Reporting principal only, excluding accrued interest. The outstanding amount means the full liability on 31 March. Report only the principal and you create an automatic mismatch with audited financials.

6. Using an incorrect exchange rate for foreign-currency borrowings. Always use the RBI reference rate on 31 March 2026 — not the drawdown rate, not the average for the year.

7. Not syncing the draft DPT-3 with the auditor before filing. The Auditor's Certificate is a mandatory attachment. If the auditor's figures and your draft do not agree before filing, the contradiction is locked into the MCA record and must be explained later.

8. Filing after 30 June 2026 and underestimating the cost. The MCA's additional fee multiplier escalates sharply at 30, 60, and 90 days past the deadline. Beyond the fee, a late-filed DPT-3 signals governance weakness to lenders and credit rating agencies who request it during credit reviews — a reputational cost with no monetary ceiling.

The Filing Process on MCA V3: Step by Step

1. Log in to the MCA V3 portal (www.mca.gov.in) using the authorised Director's credentials linked to a registered Class 3 DSC.
2. Navigate to MCA Services → E-Filing → Company e-Filing → DPT-3.
3. Enter the CIN — the portal auto-populates the company's registered name, address, and incorporation date.
4. Select financial year: 2025-26 (period ending 31 March 2026).
5. Indicate the nature of outstanding receipts: deposits only, non-deposits only, or both.
6. Enter each borrowing line with all required fields: lender name, nature, date, tenure, outstanding amount (principal + accrued interest), interest rate, security description, and deposit/non-deposit classification with the applicable Rule 2(1)(c) sub-clause.
7. Attach the Auditor's Certificate — a PDF signed with the statutory auditor's Class 3 DSC registered on MCA V3. Confirm the certificate date matches the DPT-3 figures.
8. Attach the depositor list if any outstanding deposits exist (format prescribed within the form).
9. The authorised Director digitally signs the completed form using their MCA V3-registered Class 3 DSC.
10. Submit and pay the filing fee as notified in the MCA fee schedule (fee is based on the company's paid-up share capital).
11. Download the SRN acknowledgement immediately after payment confirmation. Do not close the browser before saving it — MCA V3 sessions can time out, and a re-submission creates a duplicate SRN that requires manual resolution through the MCA helpdesk.

Sector-Specific Considerations

Real estate developers routinely hold large customer advances — booking amounts, construction-linked instalments, and maintenance security deposits. Where these advances are held beyond the contractual period or the threshold prescribed in the Deposit Rules, they must be evaluated for deposit classification. RERA compliance and escrow obligations do not substitute for the Companies Act deposit-compliance regime — both run in parallel.

Manufacturing companies with ECBs should align their DPT-3 ECB disclosures with the RBI's Form ECB-2 monthly return filed through their Authorised Dealer bank. Any inconsistency between RBI filings and DPT-3 can surface during FEMA enforcement proceedings, compounding the regulatory exposure.

Holding companies with significant inter-corporate lending must reconcile DPT-3 against the related-party disclosure note in both standalone and consolidated financial statements. The three documents — DPT-3, standalone financials, consolidated financials — must tell a consistent story on inter-company balances.

Start-ups and early-stage companies that have issued Convertible Notes to investors (under the DPIIT Notification for Start-ups) or structured SAFE agreements should analyse each instrument carefully against Rule 2(1)(c). These instruments often do not qualify as deposits, but the exemption basis must be clearly documented, and the balance must appear in DPT-3 under the non-deposit category with the specific rule reference.

After Filing: Building Your Compliance Audit Trail

Once DPT-3 is successfully submitted, organise a compliance folder for the financial year containing:

• SRN acknowledgement — screenshot or PDF, downloaded immediately after filing
• Filed DPT-3 form — download the filed version from MCA V3 within 24 hours (available under company filing history)
• Auditor's Certificate — signed original with the auditor's DSC particulars
• Director declarations — originals for every director loan, dated and signed before fund transfer
• Borrowing reconciliation workbook — a spreadsheet mapping trial balance → auditor's notes → each DPT-3 line entry, with the reconciling items explained
• Charge register extract — printed from MCA's charge search showing active and satisfied charges as on 31 March 2026

Label the folder clearly with the financial year (FY 2025-26) and the SRN. Make it accessible to the statutory auditor and Company Secretary without delay. Lenders, credit rating agencies, and PE investors routinely request the latest DPT-3 during due diligence and annual credit reviews — a well-organised folder saves days of scrambling and communicates compliance discipline more effectively than any representation letter.

When your FY 2026-27 statutory audit begins, the auditor will trace the opening borrowing balances to the closing figures in this year's DPT-3. A clean, reconciled folder eliminates one category of audit queries entirely and keeps the audit timeline on track.

Key Takeaways

• DPT-3 is mandatory even when there are no deposits. The non-deposit column must still be populated with every bank loan, director advance, inter-corporate borrowing, and other exempt receipt outstanding on 31 March 2026.
• The director declaration is non-negotiable and must precede the fund transfer. Its absence reclassifies the entire loan as a deposit and opens Section 76A exposure starting at Rs. 1 crore in penalties.
• Always report principal plus accrued interest. Reporting only the principal is the most common reconciliation error and creates an automatic mismatch with audited financials.
• Reconcile DPT-3 against AOC-4 before filing, not after. Inconsistencies between the two filings are the leading trigger for Registrar notices.
• Secured loans in DPT-3 must match active charges on MCA. Cross-reference CHG-1 and CHG-4 filings before submitting, and file pending CHG-4s for repaid loans first.
• ECBs, share application money, and customer advances are frequently missed categories. Review all balance sheet liability lines — not just the borrowings schedule — before finalising the form.
• File before 30 June 2026 and build your compliance folder the same day. A timely, well-documented DPT-3 is an asset in every credit review, audit, and due diligence process your company will face in the next 12 months.