Form DPT-3

Form DPT-3: Complete Filing Guide for FY 2026-27

Form DPT-3 is the annual return of deposits and exempted receipts that every company in India — except government companies — must file with its Registrar of Companies by 30 June each year. For FY 2026-27, the deadline is 30 June 2027; for FY 2025-26, it was 30 June 2026. The form is mandatory even if your company has never accepted a single rupee of public deposit. Director loans, shareholder advances, inter-corporate borrowings and customer advances all belong here — disclosed, reconciled and certified by your auditor.

Statutory Background: Rule 16 and the 2019 Turning Point

Rule 16 of the Companies (Acceptance of Deposits) Rules, 2014 (the "Deposit Rules") is the operative provision for annual DPT-3 filing. Before the Ministry of Corporate Affairs (MCA) amended the Deposit Rules in January 2019, the obligation applied only to companies with actual deposits outstanding. The 2019 amendment extended the obligation universally: every company carrying any receipt of money excluded from the definition of "deposit" under Rule 2(1)(c) must now file DPT-3 annually. That encompasses virtually every operating private company in India.

Rule 16A, introduced simultaneously, required a one-time return for amounts outstanding as on 22 January 2019. That was a transitional provision and is now spent. The ongoing, recurring obligation is under Rule 16 alone: file Form DPT-3 by 30 June for the period ending 31 March of that financial year.

The parent statute is the Companies Act, 2013 — principally Section 73 (acceptance of deposits by companies) and Section 76 (acceptance of deposits from the public by eligible public companies). The Deposit Rules operationalise both sections. The definition of "deposit" sits in Section 2(31) of the Act, read with Rule 2(1)(c) of the Deposit Rules.

Who Must File — and the Single Exemption

Must file Form DPT-3:

• Private limited companies
• Public limited companies (listed and unlisted)
• One Person Companies (OPCs)
• Section 8 companies
• Nidhi companies (subject to sector-specific rules)
• Wholly-owned subsidiaries of foreign companies incorporated in India

Exempt:

• Government companies — defined in Section 2(45) of the Companies Act, 2013 as companies in which not less than 51% of paid-up share capital is held by the Central Government or one or more State Governments

That is the only exemption. There is no carve-out for turnover, size or age. A company incorporated six months ago, with Rs. 1 lakh of paid-up capital and a Rs. 5 lakh loan from its sole director, must file DPT-3. Ignoring that obligation is not a minor oversight — it creates a compliance gap visible to every future investor doing due diligence on MCA records.

The Four Disclosure Categories in Form DPT-3

The MCA form requires you to select one of four categories. Choose the one that matches your company's balance sheet as on 31 March:

The overwhelming majority of private companies — particularly those funded through director loans, promoter advances or holding-company debt — file under Category 2. If your company accepted deposits under Section 73 from members and also carries a director loan, you will file under Category 3.

What Counts as a Deposit — and the Exclusions You Must Disclose

Section 2(31) of the Companies Act defines "deposit" broadly: any receipt of money by way of deposit or loan or in any other form by a company. Without exclusions, nearly every corporate borrowing would qualify. Rule 2(1)(c) lists the receipts that fall outside the deposit definition. These receipts are not deposits — but they must still be disclosed in DPT-3. The commercially significant exclusions are:

1. Government loans and guarantees — amounts received from or guaranteed by the Central or a State Government
2. Foreign sources under FEMA — amounts from foreign governments, international banks and institutions notified by the Reserve Bank of India
3. Banks and financial institutions — loans from scheduled banks, public financial institutions, insurance companies and RBI-registered Non-Banking Financial Companies (NBFCs); working capital facilities from banks sit here
4. Commercial paper — funds raised by issue of commercial paper in accordance with RBI guidelines
5. Listed debentures/bonds — amounts raised through non-convertible debentures listed on a recognised stock exchange
6. Director loans — amounts received from a director or a relative of the director (relative as defined in Section 2(77) of the Act), provided the director furnishes a written declaration that the funds are not from any borrowed or deposited source
7. Holding, subsidiary or associate company — amounts received from a holding company, wholly-owned subsidiary or fellow subsidiary
8. Share application money — advance towards allotment of securities, if allotment is completed within 60 days of receipt or the amount is refunded within 15 days of expiry of that 60-day window
9. Customer advances for goods or services — amounts received per a written agreement, where appropriation against supply happens within 365 days; after 365 days without appropriation or refund, the advance reclassifies as a deposit
10. Employee security deposits — amounts received from employees as security for faithful performance of duties

The practical implication: If any of items 1–10 appear on your balance sheet, they must be disclosed in DPT-3. Exclusion from the deposit definition does not mean exclusion from the filing. These are precisely the amounts that DPT-3 was extended to capture.

Information Required: Field-by-Field Walkthrough

Prepare all of the following before opening the MCA V3 portal:

• CIN of the company (auto-populated on the portal)
• Net worth as per the latest audited balance sheet — positive net worth is a pre-condition for accepting deposits under Section 73(1)
• Date of the audited balance sheet being used as the reference
• Amount outstanding as on 31 March — separately for: (a) amounts treated as deposits, and (b) amounts excluded from deposits but covered by Rule 2(1)(c)
• Particulars of any charge created on the company's property to secure receipts
• Credit rating details — name of the rating agency, rating assigned and date (mandatory only for Category 1 and 3 filers)
• Auditor's certificate — signed by the statutory auditor; required for Categories 1, 2 and 3
• Director declaration(s) — one from each director or relative who has lent money to the company
• Digital signatures — one director (Class 3 DSC) and countersigned by a practising Company Secretary or practising Chartered Accountant

The auditor's certificate is consistently the long-lead item. Engage your statutory auditor by the first week of June. Waiting until the third week of June is the single most common reason for missed deadlines or defective filings.

Step-by-Step: Filing DPT-3 on MCA V3 Portal

1. Log in to the unknown node using the company's registered credentials.
2. Navigate to: MCA Services → E-Filing → Company Forms → DPT-3.
3. Verify auto-populated CIN, company name and registered office details.
4. Select the applicable disclosure category (1, 2, 3 or 4).
5. Enter financial data as on 31 March of the financial year being reported: net worth, outstanding deposits (if any), outstanding exempted receipts (Rule 2(1)(c) amounts).
6. Attach the auditor's certificate in PDF format. The certificate must be dated on or after the date the statutory audit was completed.
7. Attach director declarations — one from each director or relative who has lent money. The declaration format under Rule 2(1)(c)(viii) must state that the amount is from the lender's own resources and not from funds borrowed from any other person.
8. Digitally sign the form — the signing director must use a valid Class 3 DSC; countersignature by a practising CS or CA is mandatory.
9. Pay the filing fee at the MCA payment gateway (fee linked to nominal share capital — see next section).
10. Download and save the SRN (Service Request Number). This is your legal proof of submission. Store it alongside the filed form and the auditor's certificate in your permanent compliance folder.

Worked Example: Three Common Scenarios

Scenario A — Private Company with Director Loan and Customer Advances (Category 2)

BuildRight Pvt. Ltd. — paid-up capital Rs. 10 lakhs, net worth Rs. 48 lakhs as on 31 March 2026.

Filed on time (30 June 2026):

• Base filing fee for paid-up capital of Rs. 10 lakhs (Rs. 5L–Rs. 25L bracket): Rs. 400
• Late fee: Nil
• Total payable: Rs. 400

Had BuildRight filed 63 days late (1 September 2026):

• Delay bracket: 61–90 days → multiplier 6×
• Total fee payable: Rs. 400 × 6 = Rs. 2,400
• Excess over timely filing: Rs. 2,000

Scenario B — Public Company with Both Deposits and Exempted Receipts (Category 3)

FinServ Public Ltd. — paid-up capital Rs. 5 crore, net worth Rs. 18 crore.

• Public deposits under Section 73: Rs. 2 crore outstanding (credit rating: CRISIL BBB–)
• Loan from holding company (wholly-owned): Rs. 50 lakhs (exempted)
• Category: 3; credit rating details and trust deed particulars mandatory

Base filing fee (Rs. 1 crore or above bracket): Rs. 600

Filed 200 days late (beyond 180-day bracket):

• Multiplier: 12×
• Total fee: Rs. 600 × 12 = Rs. 7,200

Beyond the fee, a 200-day delay on a Category 3 form will almost certainly attract a RoC notice under Section 450.

Scenario C — Company with Nil Deposits and Nil Exempted Receipts

Techsoft Pvt. Ltd. — all borrowings are from a scheduled bank only, no director loans, no inter-company advances, no customer prepayments.

The bank loan is excluded under Rule 2(1)(c) but, unlike director loans, does not need to be disclosed in the DPT-3 body as it is not "received from a person other than a banking company." The company should still file a DPT-3 with nil disclosures. A nil filing closes off any ambiguity, keeps the MCA filing record intact and removes a potential flag during a fundraise due-diligence review.

Due Dates and Late Fees: The Numbers That Matter

Filing Due Dates

Additional Fee Schedule Under Section 403

The multiplier produces the total amount payable, not an incremental add-on. Filing at 2× does not mean paying the base fee plus 2× — it means paying 2× in total.

MCA Filing Fee by Paid-Up Capital (Nominal Share Capital)

Penalty for Non-Filing: Section 450

Where DPT-3 is not filed and the default is not cured:

• Company: Fine up to Rs. 10,000 plus Rs. 1,000 per day of continuing default
• Every officer in default: Same quantum

Where Deposits Are Also Involved: Section 76A

If a company accepts deposits in contravention of Sections 73–76 and has not complied with DPT-3:

• Company: Minimum Rs. 1 crore or twice the deposit amount, whichever is lower; maximum Rs. 10 crore
• Officer in default: Minimum Rs. 25 lakhs, maximum Rs. 2 crore, plus imprisonment up to 7 years

Section 76A is not merely a regulatory footnote. MCA has issued Section 76A notices in cases where companies classified shareholder loans as "not deposits" but lacked proper director declarations — causing a reclassification of the receipt into the deposit category.

Common Mistakes That Invite Scrutiny

1. Missing or Stale Director Declarations

The director declaration under Rule 2(1)(c)(viii) is not optional paperwork — it is the legal instrument that gives a director loan its exempted status. Without it, the amount is a deposit. The declaration must be fresh for each financial year and must positively state that the funds are from the director's own resources, not from any amount borrowed or received as a loan from any other person. Companies that took a director declaration in 2022 and never refreshed it are exposed.

2. The 60-Day Share Application Money Clock

Share application money is outside the deposit definition only while allotment is pending within 60 days. After 60 days without allotment, the company must refund within 15 days. If neither allotment nor refund occurs by day 75, the amount converts to a deposit from day 61 — and the company must comply with Section 73 requirements from that date. Many promoter-funded startups hold share application money for months while paperwork is being arranged. This is a material compliance failure.

3. Ignoring the 365-Day Customer Advance Rule

Customer advances against future supply are exempted under Rule 2(1)(c)(xii), but only when: (a) there is a written agreement specifying the advance and the supply obligation, and (b) appropriation happens within 365 days. Projects that overrun, orders that are cancelled and advances that sit idle for more than a year are all potential deposit reclassifications. Track the advance date for every significant customer prepayment.

4. Omitting Inter-Company Loans from the DPT-3 Schedule

Amounts from holding companies, wholly-owned subsidiaries and fellow subsidiaries are excluded from the deposit definition under Rule 2(1)(c)(vi). They are, however, required to be disclosed in DPT-3. Companies routinely leave these out on the reasoning that "it's intra-group, so it doesn't need disclosure." The form requires disclosure of all Rule 2(1)(c) receipts — the exemption from deposit status is not an exemption from disclosure.

5. Filing DPT-3 Using Unaudited Figures

The form requires figures from the audited balance sheet as on 31 March. If the statutory audit is not complete by 30 June (a common situation for companies with complex accounts or multi-location operations), file using the best available audited data and obtain the auditor's certificate on an expedited basis. Do not substitute provisional or management accounts. If you must file on provisional figures, document the position clearly and file a revised DPT-3 once the audit is finalised — the MCA portal permits resubmission in cases of error.

6. Discrepancies Between DPT-3 and AOC-4 Schedules

During fundraising due diligence or RoC inspection, DPT-3 is cross-referenced with the Schedule of Borrowings and the Related Party Transactions (RPT) schedule in Form AOC-4, as well as with the disclosures in Form MGT-7. A Rs. 50 lakh director loan that appears in DPT-3 but is not reflected in the AOC-4 RPT schedule — or vice versa — raises immediate red flags about the completeness of either filing.

Pre-Filing Checklist: Start This by 1 June

Run this checklist no later than four weeks before the 30 June due date:

• [ ] Pull the signed statutory audit report and final audited balance sheet as on 31 March
• [ ] Extract the net worth figure and every outstanding liability that falls within a Rule 2(1)(c) category
• [ ] Obtain a fresh written declaration from each director (or relative) who has lent funds to the company; date-stamp and archive it
• [ ] Confirm the amount in each director declaration matches the ledger balance as on 31 March
• [ ] Obtain loan confirmation letters from holding companies and subsidiaries for inter-company balances
• [ ] Review all customer advance ledgers; flag any advance older than 300 days that has not been appropriated
• [ ] Confirm share application money status — allotted or refunded within the prescribed window
• [ ] Check credit rating certificate currency for Category 1 and 3 filers
• [ ] Engage the statutory auditor by 1 June and share the DPT-3 data for certificate issuance — build in at least two weeks
• [ ] Verify the signing director's Class 3 DSC is valid and not due for expiry before 30 June
• [ ] Confirm MCA V3 access credentials and check that the prior year DPT-3 SRN shows accepted status
• [ ] Cross-check DPT-3 figures against the RPT schedule in AOC-4 draft and borrowings schedule in MGT-7

Linkage with CARO 2020, Audit Report and Director Liability

The Companies (Auditor's Report) Order, 2020 (CARO 2020) requires the statutory auditor to state whether the company has complied with Sections 73 to 76 of the Companies Act with respect to deposits. Specifically, the auditor must report: (a) whether the company has accepted any deposits; (b) the nature of directions issued by the Company Law Board (CLB) / National Company Law Tribunal (NCLT), if any; and (c) whether the company has complied with the repayment terms.

A clean, timely DPT-3 — backed by proper director declarations and reconciled figures — enables your auditor to give an unqualified CARO comment on deposits. A defective or missing DPT-3 creates a qualification risk, particularly if the auditor believes receipts characterised as exempted may actually be deposits.

Under Section 143(12) of the Companies Act, if the auditor has reason to believe that an offence involving fraud is being committed, reporting to the Central Government within 60 days is mandatory. Where DPT-3 non-filing is accompanied by acceptance of what the auditor believes are deposits in violation of the rules, the Section 143(12) trigger can become live.

Directors carry personal financial and criminal liability under Section 76A in cases of deposit contraventions. In the context of DPT-3, the risk is acute where: (a) a director's loan is large; (b) the declaration was not obtained; and (c) a future reclassification treats the loan as a deposit. The director who lent the money becomes the officer most exposed.

From a corporate development perspective: investors in Series A and beyond, and commercial banks advancing large facilities, routinely review DPT-3 filings for the preceding three to five years. A sequence of on-time, complete DPT-3 filings signals that the company treats statutory compliance as a process rather than an afterthought. A gap, a late filing or an MCA-rejected form creates a due diligence condition — and can delay closing.

Key Takeaways

• Every company other than a government company must file Form DPT-3 by 30 June each year, covering the period ended 31 March — the obligation applies whether or not any deposits have been accepted.
• Director loans, inter-company loans, customer advances and promoter advances are not deposits but must be disclosed under Rule 2(1)(c); omitting them makes the DPT-3 defective, not just incomplete.
• Director declarations are the legal cornerstone of the director-loan exemption — without a fresh, properly worded declaration for each financial year, the loan reclassifies as a deposit and triggers Section 73 obligations.
• Late filing fees under Section 403 can reach 12× the base fee for delays beyond 180 days; the base fee is modest, but the multiplier effect means deferring the filing is never worth the cost.
• The auditor's certificate is mandatory for Categories 1, 2 and 3 — engage your statutory auditor by 1 June to build in adequate lead time before the 30 June deadline.
• The 60-day share application window and the 365-day customer advance clock are hard legal limits; breaching either converts the receipt to a deposit from the date of breach, not from the date you notice it.
• A consecutive, clean DPT-3 history is a direct input to MCA risk scoring, CARO audit reporting and investor due diligence — treat it as a year-round data discipline, not a once-a-year form-filling exercise.