Form DPT-3 — Return of Deposits

Every company in India — other than a Government company — that has accepted any deposit, or has any outstanding amount that is not considered a deposit as on 31 March of any financial year, is statutorily required to file Form DPT-3 with the Registrar of Companies on or before 30 June. The form is the annual return of deposits prescribed under Rule 16 of the Companies (Acceptance of Deposits) Rules, 2014. The widespread misconception that DPT-3 applies only to deposit-taking NBFCs or HFCs is wrong: the rule, after the 22 January 2019 amendment, captures every private limited and public company holding any of the listed money receipts — loans from directors, loans from shareholders (in private companies), share application money pending allotment beyond 60 days, advances from customers outstanding beyond 365 days, inter-corporate loans, and any other receipt of money or loan that is excluded from the definition of deposit under Rule 2(1)(c).

This means that even a fully bootstrapped startup with one ₹10 lakh director loan, even a Section 8 company with a single shareholder advance, even a holding company with an unsecured loan from its parent, all attract DPT-3. The form has two avatars filed in the same SRN flow: a One-Time Return (now historically closed for the original 1 April 2014 to 31 March 2019 window) and the Annual Return for FY ended 31 March, due 30 June each year.

We file DPT-3 for private limited companies, public companies, holding / subsidiary structures, and Section 8 entities. Our preparation is calendarised: by April we lock the books, by mid-May we classify each receipt as deposit versus not-considered-deposit, by mid-June we file — comfortably ahead of 30 June. Where DPT-3 has been missed in earlier years, we run the cure filing with applicable additional fees.

What DPT-3 Captures — Deposits and 'Not Considered Deposits'

• Deposits as Defined:: Money accepted by way of deposit or loan, falling within the inclusive definition of deposit under Rule 2(1)(c) — typically applicable to public companies eligible to accept public / member deposits, NBFCs, HFCs and certain specified categories.

• Not Considered Deposits — The Wide Bucket:: The bigger compliance trigger. Includes loans from directors (with the director's own-funds declaration), loans from director-relatives (in private companies), share application money pending allotment beyond 60 days, advances from customers outstanding beyond 365 days, inter-corporate loans, security deposits taken from agents / dealers / employees, foreign loans (ECB compliant), debentures and bonds. Each receipt must be classified, quantified at year-end, and reported.

• Auditor's Certificate:: The Form DPT-3 attaches an auditor's certificate confirming the outstanding balance of deposits / non-deposit receipts as on 31 March. The auditor's certificate is non-negotiable.

Who Must File — and the Common Misreading

• Every Company with Outstanding Receipts:: Every company (private, public, OPC, Section 8) holding any deposit or any 'not-considered-deposit' amount as on 31 March must file. Government companies are exempt.

• Even Non-Deposit-Taking Companies:: A common misreading is to assume DPT-3 applies only to companies that accept deposits in the technical sense. Wrong. The amended rule explicitly requires particulars of receipts of money or loan by a company that are not considered deposits. A bootstrapped private limited with one director loan files DPT-3.

• Nil Filing:: Where the company has no outstanding deposit and no non-deposit receipt as on 31 March, a Nil DPT-3 is best practice (and required by interpretation in many ROC offices) — protecting against future scrutiny.

Consequences of Missing 30 June

• Late Fee Exposure:: Additional fee on the form ranging from 2x to 12x of the normal fee depending on delay; potential further penalty under Section 73(2) of the Companies Act read with Rule 21 of the Deposit Rules — ₹1 crore + 2x amount of deposits accepted, on the company; ₹25 lakh-₹2 crore on every officer in default, including imprisonment up to 7 years in extreme cases.

• Audit Qualification & Investor Diligence:: Statutory auditors qualify the audit report on DPT-3 default; investor / acquirer diligence flags non-compliance and re-prices the deal.