"DPT-3 is only for companies that take deposits": What the Companies Act actually requires

"DPT-3 is only for companies that take deposits": What the Companies Act actually requires

A founder raised ₹40 lakh from his father and two friends to keep the lights on during a slow quarter. No bank, no NBFC, no formal "deposit scheme" — just money from people who trust him. When his company secretary mentioned Form DPT-3 was due by 30 June, he waved it off: "We don't accept deposits. That form isn't for us." Twelve days later he learned the expensive way that DPT-3 has almost nothing to do with whether you "take deposits" — and that the money sitting in his books as an unsecured loan was exactly what the form exists to capture.

This is one of the most consistently misunderstood filings in the entire Companies Act, 2013 regime. With the 30 June 2026 deadline now less than two weeks away, here is what the law actually requires — and what happens to the directors who get it wrong.

What the law actually requires

Form DPT-3 is the Return of Deposits, and its obligation flows from Rule 16 of the Companies (Acceptance of Deposits) Rules, 2014, read with Section 73 of the Companies Act, 2013. The critical detail that founders miss is buried in Rule 16A(3) and the Explanation to Rule 16: the return must be filed by every company (other than a government company) that has any outstanding receipt of money or loan that is not treated as a deposit.

Read that again. The trigger is not "deposits." The trigger is money received that the company has parked outside the deposit definition — and Rule 2(1)(c) of the same Rules lists those exempt categories specifically so they can still be reported. In practice, DPT-3 captures:

• Unsecured loans from directors (exempt under Rule 2(1)(c)(viii), but only if the director gives a written declaration that the money is not from borrowed funds)
• Loans from holding, subsidiary, or associate companies
• Inter-corporate loans
• Share application money pending allotment
• Advances from customers
• Any external commercial borrowing or loan from a bank or financial institution outstanding as on 31 March

So the company that "doesn't take deposits" but is carrying a ₹40 lakh promoter loan, a vendor advance, or even share application money that hasn't been allotted yet is squarely within scope. A genuinely debt-free company with zero outstanding receipts is the rare exception — not the rule.

There are two reporting windows that often get conflated:

• The annual return (Rule 16) — covering deposits and exempted receipts outstanding as on 31 March, due on or before 30 June every year. This is the filing due on 30 June 2026 for the financial year ended 31 March 2026.
• The one-time return introduced in 2019 covered receipts from 1 April 2014 to 31 March 2019. That window is long closed; what recurs annually is the Rule 16 return.

The form requires an auditor's certificate for the figures reported, and under the MCA21 V3 portal it must be signed with a Class 3 Digital Signature Certificate — the only DSC class V3 now accepts.

One subtlety trips up early-stage companies in particular: share application money pending allotment. Under Rule 2(1)(c)(vii), share application money is exempt from the deposit definition only if shares are allotted within 60 days of receipt. Cross that 60-day line without allotting or refunding, and the money is deemed a deposit from the day after the 60th day — which means it must not only be reported in DPT-3 but may also expose the company to the deposit-acceptance machinery of Section 73. A founder who raised money in a bridge round and let allotment slip can find that a routine "advance" has quietly converted into an illegal deposit. DPT-3 is where that conversion becomes visible.

It is also worth separating DPT-3 from its cousins. DPT-3 is the annual return of deposits and exempt receipts. DPT-4 was a one-time statement of outstanding deposits required during the 2014 transition and is not a recurring obligation. Confusing the two — or assuming a past DPT-4 covers your annual duty — is a common way companies convince themselves they have "already filed."

Practical implications

Founders assume the worst case for missing DPT-3 is a small late fee. It is considerably worse, and it operates on two separate tracks.

Track one — penalty for not filing the return. Under Rule 21 of the Companies (Acceptance of Deposits) Rules, 2014, where a company contravenes any provision of the Rules for which no specific penalty is provided, the company and every officer in default are punishable with a fine up to ₹5,000, and where the contravention is continuing, a further fine up to ₹500 for every day the default continues. That clock starts on 1 July and does not stop until the return is filed.

Track two — late filing fees under Section 403. DPT-3 is an MCA form, so the additional fee for delayed filing under Section 403 read with the Companies (Registration Offices and Fees) Rules, 2014 applies on a sliding scale — and after the V2 portal's retirement, the V3 system calculates these automatically based on the period of delay, ranging from 2x to 12x the normal fee depending on how late you are. There is no manual workaround on V3.

The heavier exposure — Section 76A. If the underlying money was in fact an illegal deposit (for example, a "loan" from someone who is neither a director nor an exempt party, accepted without following Section 73's procedure), the company has not merely missed a return — it has accepted deposits in contravention of the Act. Section 76A then bites: the company faces a minimum penalty of ₹1 crore or twice the amount of deposit, whichever is lower, extendable to ₹10 crore; and every officer in default faces imprisonment up to 7 years and a fine of ₹25 lakh to ₹2 crore. DPT-3 is often the document that surfaces this problem — which is precisely why ignoring it is the wrong instinct. Filing it forces you to classify your receipts correctly before a Registrar of Companies inquiry does it for you.

MCA21 V3 flags. The V3 portal maintains a real-time compliance view of each company. A missing DPT-3 sits on the company master data as an open default and feeds the same risk profile that the Registrar uses when deciding whom to issue show-cause notices to under Section 206. Repeated non-filing of annual forms is also one of the patterns that can ultimately support a Section 248 strike-off of the company name. A skipped DPT-3 is not invisible — it is logged.

Where it compounds. A DPT-3 default rarely stays isolated. Because the V3 portal pre-fills and cross-validates data across forms, an unreported promoter loan can contradict the figures in your AOC-4 financial statements or your MGT-7 annual return — and an inconsistency the system can see is an inconsistency the Registrar can act on. Directors who are also carrying their own DIR-3 KYC or a pending strike-off elsewhere find that a stack of small defaults is what tips the ROC from "monitoring" to "enforcement." The cheapest time to fix any of this is before the 30 June filing closes the year's reporting window.

Step-by-step: what to do before 30 June 2026

• Pull your 31 March 2026 balance sheet and list every credit balance representing money received: director loans, inter-corporate loans, bank and NBFC borrowings, share application money pending allotment, security deposits taken, and customer advances older than 365 days.
• Classify each line against Rule 2(1)(c). Anything that is a deposit goes in the deposit columns; anything exempt is reported as "amount not considered as deposit." Both are reported on the same DPT-3.
• Collect the director declarations. For every director loan you are treating as exempt, confirm you hold the written declaration under Rule 2(1)(c)(viii) stating the funds are the director's own and not borrowed. No declaration means it may not qualify for the exemption.
• Get the auditor's certificate for the figures. The form will not be complete without it.
• File Form DPT-3 on the MCA21 V3 portal using a Class 3 DSC, on or before 30 June 2026. Pay the prescribed fee based on your paid-up capital slab.
• Save the SRN and challan. Keep them with your statutory records; they are your proof of timely compliance if the ROC ever asks.

The normal filing fee itself is modest and scales with your nominal share capital — typically a few hundred rupees for most private companies — so cost is never a reason to delay. The risk is entirely in the lateness, not the fee. If your figures are clean and your declarations are in order, the whole exercise takes an afternoon. The cost of skipping it is measured in per-day fines and, in the worst case, director liability.

FAQ

Q: My company has zero loans and zero deposits. Do I still file DPT-3?
A: If there is genuinely no outstanding receipt of money or loan as on 31 March, the filing obligation does not arise. But "no deposits" is not the same as "no receipts" — check for promoter loans, share application money, and customer advances first. When in doubt, a nil-figure filing is far safer than a wrongly assumed exemption.

Q: Is a loan from a director a deposit?
A: Not if the director provides a written declaration that the money is his own and not borrowed (Rule 2(1)(c)(viii)). It is then an exempt receipt — but it must still be reported in DPT-3. The exemption changes the classification, not the filing requirement.

Q: What is the exact penalty for filing DPT-3 late?
A: Section 403 additional fees apply on a sliding scale (2x to 12x the normal fee), plus a Rule 21 fine of up to ₹5,000 on the company and each officer in default, with up to ₹500 per day for a continuing default. If the underlying money was an illegal deposit, Section 76A penalties — running into crores plus possible imprisonment — can also apply.

Q: Can I still file on the old V2 portal if V3 gives me trouble?
A: No. DPT-3 is filed exclusively on MCA21 V3 with a Class 3 DSC. The V2 portal is retired for this form. If you hit a documented technical issue, raise a representation through the MCA helpdesk before the deadline rather than assuming the delay will be excused.

Closing

DPT-3 is not a form for "deposit companies" — it is a form for almost every private limited company that has ever taken a loan, an advance, or share application money. The founders who treat 30 June as someone else's problem are the ones who end up explaining a Section 76A notice to their co-directors. Classify your receipts, collect your declarations, and file before the deadline.

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