Deposits under the Companies Act, 2013 — Rules and DPT-3 Filing

Deposits under the Companies Act, 2013 — Rules and DPT-3 Filing

Company deposits were a notorious source of investor harm before the 2013 Act, with several companies raising public money through opaque deposit schemes and defaulting on repayment. Sections 73 to 76A introduced a much stricter framework governing who can accept deposits, under what conditions, and how they must be disclosed — with DPT-3 acting as the annual transparency mechanism.

A deposit includes any receipt of money by way of deposit or loan or in any other form by a company, but excludes certain specified categories such as amounts received from the Central/State Government, foreign banks, loans from directors (subject to conditions), amounts received as security deposit for performance of a contract, advance for supply of goods or services, and share application money pending allotment (subject to conditions).

No company can invite, accept or renew deposits from the public except in accordance with Section 73(2), which allows deposits from members subject to conditions like passing a resolution in general meeting, issuing a circular to members, maintaining a deposit repayment reserve, and obtaining deposit insurance/creating security, where applicable.

Certain public companies meeting prescribed net worth or turnover thresholds ('eligible companies') can accept deposits from the public (not just members), subject to obtaining credit rating, creating a charge on assets, and complying with detailed conditions under the Deposit Rules.

Every company (other than a government company) must file Form DPT-3 annually, reporting details of deposits and/or amounts that are not treated as deposits but are outstanding (such as loans from directors, inter-corporate loans, or advances from customers), as on 31 March. The form must generally be filed within 90 days from the end of the financial year, i.e., typically by 30 June, though extended timelines have been notified in some years.

•      Treating all inter-corporate or director loans as automatically excluded from 'deposit' without checking the specific conditions.

•      Allotting shares beyond the 60-day window without refunding application money in time, inadvertently creating a 'deposit'.

•      Assuming DPT-3 filing is only for companies that have accepted deposits, when it also covers reporting of non-deposit outstanding amounts.

•      Missing the annual DPT-3 deadline because the company assumed 'nil' filings aren't required.

Q1. Do all companies need to file DPT-3, even with no deposits?

Yes, every company (other than a government company) must file DPT-3, even if it only has to report transactions not considered deposits, such as loans from directors or advances from customers exceeding the reporting threshold.

Q2. Can a private company accept deposits from its members?

Yes, subject to complying with the conditions in Section 73(2), such as passing the required resolution, issuing a circular, and maintaining a deposit repayment reserve; certain small/start-up private companies enjoy specific relaxations.

Q3. Is share application money always excluded from being a 'deposit'?

Only if shares are allotted within 60 days of receipt of the application money (or refunded within 15 days thereafter if not allotted); otherwise, such money can be treated as a deposit.

Q4. What happens if the DPT-3 due date is extended?

MCA occasionally extends the DPT-3 due date via circular — companies should always verify the current year's applicable date on the MCA portal rather than assuming the standard 30 June deadline applies.

Q5. Are advances received from customers for goods/services always excluded from being a deposit?

Advances for the supply of goods or services are excluded if they are appropriated against the supply within the prescribed period (as per the nature of goods/services); advances not adjusted within a reasonable period, or those that appear to be disguised borrowing, risk being reclassified as deposits.

Q6. Can a startup company accept deposits from its founders more easily?

The Deposit Rules provide certain relaxations for startups and private companies meeting specified conditions (like no other body corporate as investor, and clean repayment track record); founders should still verify current eligibility conditions carefully.

Q7. Is DPT-3 filed on the V2 or V3 portal?

As part of the broader MCA V2-to-V3 migration, companies should check the current filing platform for DPT-3 each year, since forms have progressively moved to the V3 system.

Deposit-related compliance protects both investors and the broader financial system from unregulated corporate borrowing. Even companies that never intend to accept public deposits must still track and report loans, advances, and similar receipts annually through DPT-3 to avoid falling foul of this often-overlooked filing.