By Companies (Acceptance of Deposits) Amendment Rules, 2019 : “Every Company other than Government Company shall file a onetime return of outstanding receipt of money or loan by a company but not considered as deposits, in term of clause (c) of sub-rule 1 of rule 2 from the 01st April, 2014 to the date of publication of this notification in the official Gazette (i.e. 31st March, 2019) in e-form DPT 3 within 90 days from the date of publication.”
You may be concerned about the timeline of the loan taken and paid by the company and the kind of loans that are required to be reported to the ROC in the e-form DPT-3. Here’s a detailed description of all that you need to know before filing the e-form DPT and the applicability of the same for different kind of loans.
Provisions for filing of information related to Loans and deposits are given under following rules of Companies (Acceptance of Deposit) Rules, 2014 (“Deposit Rules”):
- Rule 16- Return of Deposits to be Filed With
the Registrar
- Rule 16A- Disclosures in the financial statement
All the companies, including small, non-small, private, OPC etc need to file DPT-3 after the publication on these rules.
In this article we will discuss in detail about all possible questions related to DPT-3
1. Who are required to furnish Return of Deposits in Form DPT-3?
Every Company other than Government Company* is required to file both Returns of deposit in form DPT-3, Annual return and transitional one-time return. Accordingly, the obligation to file DPT-3 lies on every kind of company whether a public company or a private company.
* “Government
company” term is defined in section 2(45) of Companies Act, 2013 (“The
Act”) which means any company in which not less than 50% of the paid-up share
capital is held by:
- the Central Government, or
- by any State Government or Governments, or
- partly by the Central Government and partly by one or more State Governments,
- and includes a company which is a subsidiary company of such a Government company;
2. What is the meaning of deposits?
Term “Deposit” is
defined in Rule 2(1)(c) as deposit includes any receipt of money by way of
deposit or loan or in any other form by a company. Accordingly, Deposit is a
very wide term and it almost covers every type of receipt.
Further, Rule 2(1)(c)
sets out certain exceptions where receipt of amount shall not be considered as
Deposits (hereinafter referred as “Exempted Deposits”)such as amount received
as loan from banks and financial institutions, amount received by a company
from another company etc. Complete list of such exempted deposits is given
under Rule 2(1)(c)
3. Due dates of filling DPT-3
Rule 16 and Rule 16A of Companies (Acceptance of Deposit) Rules, 2014, required two types of filing of DPT-3:
4. Annual Filing of DPT-3 (Rule 16 of the Rules)
Every
company other than a government company,
to which provisions of Deposit Rules applies, have to file a return in form
DPT-3 with RoC for every year on or before 30th June of the
following Financial year.
4.1 One-time filing of DPT-3 (Rule 16A(3) of the Rules)
As DPT-3 has been introduced for the first time, therefore, Deposit Rules requires filing of transitional DPT-3 form. As per Rule 16(3), every company other than Government Company shall file a one-time return in form DPT-3 with RoC for the period of 1st April, 2014 to 31st March, 2019 within 90 days from 31st March, 2019 (i.e., 29th June, 2019)
5. What information to be provided in DPT-3?
DPT-3 is filed to
disclose either of the following information:
- Onetime Return for
disclosure of details of outstanding money or loan received by a company but
not considered as deposits in terms of rule 2(1)(c) of the Companies
(Acceptance of Deposits) Rules, 2014
- Return of Deposit
- Particulars of
transactions by a company not considered as deposit as per rule 2 (1) (c) of
the Companies (Acceptance of Deposit) Rules, 2014
- Return of Deposit and Particulars of transactions
by a company not considered as deposit
Accordingly, while
filing DPT-3, company will select either of option as per applicability.
6. Who is required to furnish transitional one-time return of deposits in form DPT-3?
As per Rule 16A of
Deposit Rules, every company other than government company which has accepted
exempted deposits during the period of 1st April, 2014 to 31st
March, 2019 and have balance outstanding of such exempted deposit on 31st
March, 2019 shall file transitional one-time DPT-3 with RoC within 90 days
(i.e., 29th June, 2019).
7. Who is required to furnish annual return of deposit in form DPT-3?
Annual return is
filed to disclose return of deposits or particulars of transaction of exempted deposits
or both. Accordingly, if company has any transaction of deposit or exempted
deposit during the year then the company is required to furnish annual DPT-3
irrespective of balance of such deposit or exempted deposit as on 31st
March.
7.1 Case 1 – Transactions in exempted deposits only during 1st April, 2014 to 31st March, 2019
M/s ABC limited has
following transactions during the period of 1st April, 2014 to 31st
March, 2019 and closing balance as on 31st march, 2019:
| Nature of Deposit | Taken During the period | Repaid during the period | Balance as on 31st March, 2019 |
|
Exempted
Deposits
|
1,00,000
|
50,000
|
50,000
|
|
Deposits
|
NIL
|
NIL
|
NIL
|
One time filling:
As company is having balance outstanding of exempted deposits as on 31st
March, 2019 then the company is required to file one time DPT-3 by 29th
June, 2019.
Annual Filling: Company was having
transaction of exempted deposit during the FY 2018-19, accordingly, company
will file Annual DPT-3 under “Particulars of
transactions by a company not considered as deposit as per rule 2 (1) (c) of
the Companies (Acceptance of Deposit) Rules, 2014”
on or before 30th June, 2019.
7.2 Case 2: Transactions in Exempted Deposits and Deposits during the year with closing balance of Deposits as on 31st March, 2019
M/s ABC limited
has following transactions during the period of 1st April, 2014 to
31st March, 2019 and closing balance as on 31st march,
2019:
| Nature of Deposit | Taken During the period | Repaid during the period | Balance as on 31st March, 2019 |
|
Exempted
Deposits
|
1,00,000
|
1,00,000
|
NIL
|
|
Deposits
|
1,00,000
|
50,000
|
50,000
|
One time filling:
As company doesn’t have any outstanding balance of exempted deposits as on 31st
march, 2019, therefore, company is not required to file one time DPT-3 even
though company was having transactions of exempted deposits.
Annual Filling:
company having transactions in both deposits and exempted deposits,
accordingly, company shall file annual DPT-3 under “Return of Deposit and
Particulars of transactions by a company not considered as deposit”.
7.3 Case 3: Opening balance of Exempted deposits and transactions in deposits along with closing balance as on 31st March, 2019
M/s
ABC limited has following transactions during the period of 1st
April, 2014 to 31st March, 2019 and closing balance as on 31st
march, 2019:
| Nature of Deposit | Opening balance | Taken During the period | Repaid during the period | Balance as on 31st March, 2019 |
|
Exempted
Deposits
|
1,00,000
|
NIL
|
NIL
|
1,00,000
|
|
Deposits
|
NIL
|
1,00,000
|
50,000
|
50,000
|
One time filling: In the given case, company is having outstanding
balance of exempted deposits as on 31st March, 2019. However, such balance is
not pertaining to transactions for the period of 1st April, 2014 to 31st March,
2019, accordingly, company is not required to file one time DPT-3.
Annual Filling: company is having balance as on 31st March, 2019
of both deposits and exempted deposits. Accordingly, company shall file annual
DPT-3 under “Return of Deposit and
Particulars of transactions by a company not considered as deposit”.
8. Is it mandatory to attach auditor’s certificate to form DPT-3?
As per Rule 16 of Deposit Rules, every company (other than
government company to which Deposit Rules applies) is required to file with
registrar return in form DPT-3 furnishing the information given in form DPT-3
as on 31st March of every year. Such information is required to be
audited by auditor* of the company.
Therefore, while filing DPT-3 auditor is required to attach
auditor’s certificate to authenticate the information given in DPT-3.
As provisions of Rule 16 are applicable for filing of annual
DPT-3, Auditor’s certificate is mandatorily required while filing annual DPT-3 in
following cases:
- Return of Deposit or
- Return of Deposit and Particulars of transactions by a
company not considered as deposit’ is selected
*Auditor is appointed by company
as per provisions of Chapter X of Companies Act, 2013
9. What is the filing Fees applicable for of DPT-3?
Fee on filing of
DPT-3 shall be based on nominal share capital of the company as follows:
| Nominal Share Capital | Fee applicable |
|
Less than
1,00,000
|
Rupees 200 per
document
|
|
1,00,000 to
4,99,999
|
Rupees 300 per
document
|
|
5,00,000 to
24,99,999
|
Rupees 400 per
document
|
|
25,00,000 to
99,99,999
|
Rupees 500 per document
|
|
1,00,00,000 or
more
|
Rupees 600 per
document
|
If company
is not having share capital then fee of INR 200 will be applicable.
10. What is the additional fee applicable in case of delay in filing of DPT-3?
If company delays in filing of DPT-3 then additional
fee shall be based on number of days delayed as follows:
| Period
of delays | All
forms |
|
Up to 30
days
|
2 times of
normal fees
|
|
More than
30 days and up to 60 days
|
4 times of
normal fees
|
|
More than
60 days and up to 90 days
|
6 times of
normal fees
|
|
More than
90 days and up to 180 days
|
10 times
of normal fees
|
|
More than
180 days
|
12 times
of normal fees
|
11. Particulars of receipt of money or loan by a company but not considered as deposits
Particulars of receipt of money or loan by a company but not considered as deposits, at the end of financial year, in terms of clause (c) of sub-rule 1 of rule 2 of the Companies (Acceptance of Deposits) Rules,2014
| (a) | Any amount received from
(i) the Central Government
(ii) a State Government; or any amount received from any other source whose repayment is guaranteed by the Central Government or State Government
(iii) Any amount received from a local authority (iv) any amount received from statutory authority constituted under an Act of Parliament or a State Legislature |
| (b) | Any amount received from
(i) Foreign Governments; or
(ii) Foreign or international banks;
(iii) Multilateral financial institutions;
(iv) Foreign Government owned development financial institutions;
(v) Foreign export credit agencies;
(vi) Foreign collaborators;
(vii) Foreign body corporates;
(viii) Foreign citizens;
(ix) Foreign authorities or;
(x) Person residents outside India subject to the provisions of the Foreign Exchange Management Act, 1999(42 of 1999) |
| (c) | Any 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) | Any amount received as a loan or financial assistance from–
(i) Public Financial Institutions notified by the Central Government; or
(ii) Any regional financial institutions;
(iii) Insurance companies; or
(iv) Scheduled Banks as defined in the Reserve Bank of India Act, 1934(2 of 1934). |
| (e) | Any amount received against the issue of commercial paper or any other instruments issued in accordance with the guidelines or notification issued by the Reserve Bank of India. |
| (f) | Any amount received by the company from any other company. |
| (g) | Any 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) | Any 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) | 1. Any 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
2. bonds or debentures compulsorily convertible into shares of the company within ten years. |
| (j) | Any amount raised by the issue of non-convertible debentures not constituting a charge on the assets of the company and listed on a recognized stock exchange as per applicable regulations made by the Securities and Exchange Board of India. |
| (k) | Any 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. |
| (I) | Any non-interest bearing amount received and held in trust. |
| (m) | Any amount received in course of, or for the purposes of the business of the company-
(i) As an advance for a supply of goods or provision of services accounted for in any manner whatsoever provided that such advance is appropriated against the 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 a security deposit for the 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 the 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 the 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) Any amount brought in by promoters of the company by way of unsecured loans in pursuance of the stipulation of any lending financial institution.
(ix) Any amount received by a Nidhi company in accordance with the rules made under section 406 of the Act.
(x) Any amount received by way of subscription in respect of chit under the Chit Funds Act, 1982(4 of 1982).
(xi) Any amount received by the company under any collective Investment scheme in compliance with regulations framed by the Securities and Exchange Board of India.
(xii) Any 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) Any 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 Exchange Board of India. |
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