A private limited company can go an entire financial year without accepting anything that resembles a "deposit" in the everyday sense, and still be required to file a return about it. That is the quiet trap built into Form DPT-3, one of the most misunderstood annual compliance obligations under Indian company law.
Every year, companies find themselves uncertain in the final week of June whether an unsecured loan from a director, an outstanding credit card balance, or a loan from a sister company needs to be reported. The Ministry of Corporate Affairs (MCA) defines "deposit" broadly, then carves out a long list of exceptions that must still be disclosed even though they are not technically deposits.
Most of what follows tracks the plain text of the Companies Act, 2013, and the Companies (Acceptance of Deposits) Rules, 2014. A few points, flagged where they arise, reflect prevailing professional interpretation rather than express statutory language, and are worth confirming with a company secretary or auditor before you rely on them for a specific filing.
This guide covers who must file, the deadline, how deposits differ from exempted deposits and ordinary trade liabilities, the four filing categories, the auditor's certificate requirement, penalties, and a practical filing checklist.
What Is Form DPT-3?
Form DPT-3 is an annual return filed with the Registrar of Companies (RoC) to disclose deposits and non-deposit borrowings a company holds as of March 31 each year. It captures both amounts that meet the statutory definition of "deposit" and amounts specifically excluded from that definition but still required to be reported: director loans, inter-company loans, and bank facilities among them.
Its legal foundation is the Companies (Acceptance of Deposits) Rules, 2014, substantially amended by the Companies (Acceptance of Deposits) Amendment Rules, 2019 (G.S.R. 42(E), dated January 22, 2019), which introduced Rule 16A. Rule 16A(3) requires every company other than a government company to file Form DPT-3 on or before June 30 each year, reporting figures as of the preceding March 31, audited by the company's auditor where applicable. Rule 16 governs disclosure of deposits themselves; Rule 16A extends that obligation to non-deposit borrowings and receipts. Together, these rules sit within the framework set out in Sections 73 to 76 of the Companies Act, 2013, with "deposit" defined in Section 2(31).
Before this filing became mandatory, companies had considerable latitude in how they labelled incoming funds: a director's loan or a rolling inter-company facility could sit on the books with little external scrutiny. The current framework asks for broad disclosure regardless of the label, so that regulators can see how a company is funding itself outside formal equity and deposit-taking.
Who Must File (and Who Is Exempt)
Only four categories of company sit outside the filing requirement entirely: banking companies, NBFCs registered with the RBI, housing finance companies registered with the National Housing Bank, and government companies. Each already answers to a dedicated financial regulator. Every other company, whether private, public, listed, small, or an OPC, needs to assess each year whether it holds any outstanding amount falling within the reporting framework under the Companies (Acceptance of Deposits) Rules, 2014, whether as a deposit or an exempted deposit.
A common misconception is that a company which has not accepted deposits from the public has no filing obligation. That is typically incorrect: a director's loan, an inter-company advance, or a bank facility outstanding as of March 31 will generally still trigger a filing, even though none of these are "deposits" in the ordinary sense.
Insurance companies illustrate the limits of the express exemptions. Neither the Companies Act nor the Deposit Rules exempts them, and the four exemptions under Rule 16A are exhaustive on their face. At a 2019 ICSI webinar, MCA officials reportedly indicated that insurance companies should file because they are regulated by IRDAI rather than the RBI. However, a webinar remark is informal guidance, not a notification or rule amendment, and carries no binding legal force. Most insurance companies currently file on this basis; company-specific advice is recommended.
Filing Deadline
Every applicable company files Form DPT-3 annually, on or before June 30, reporting the financial position as of the preceding March 31. Net worth figures are drawn from the latest audited balance sheet prior to the return date, in practice the previous financial year's balance sheet, since the current year's audit is typically not finalised in time. Confirm the applicable figures against the current e-Form instructions before filing.
FY 2025-26 update: Following the fire at the MCA Data Centre on June 5, 2026, MCA issued General Circular No. 02/2026 (dated June 19, 2026) waiving additional fees for DPT-3 (FY 2025-26) filed up to July 31, 2026. The statutory due date itself remains June 30: this is fee relief, not a due-date extension. It is one-time relief tied to this circular, so confirm the position each year on the MCA portal.
Deposits, Exempted Deposits, and Trade Liabilities
Much of the confusion around DPT-3 comes from conflating three categories that are treated differently.
| Category | Reportable in DPT-3? | Example |
|---|---|---|
| Deposit | Yes, under "Return of Deposit" | Loan from the public; member loan meeting Rule 3 conditions |
| Exempted deposit | Yes, under "transactions not considered as deposit" | Director's loan; inter-company loan; bank loan |
| Ordinary trade liability | Generally no, though views differ in edge cases | Trade creditors; amounts owed for goods or services received |
A handful of items sit close to the line, and prevailing professional views may differ depending on the specific facts and accounting treatment: corporate credit card balances, unpaid director remuneration, LLP lending arrangements, loans from a director who later resigns, and joint deposits involving a director. These are worth reviewing case by case rather than resolved by a general rule.
Private companies face additional restrictions: they are restricted from accepting deposits from the general public, and may accept deposits from their own members only subject to the conditions in Rule 3, including a members' resolution and caps tied to paid-up capital, free reserves, and securities premium. As a result, most private company filings consist largely of exempted deposits rather than member deposits.
The Four Filing Categories
| Category | When to Use It |
|---|---|
| Return of Deposit | Company holds deposits meeting Rule 2(1)(c) or Rule 3 conditions |
| Particulars of transactions not considered deposits | Company holds only exempted deposits |
| Return of Deposit and non-deposit transactions | Company holds both types |
| One-Time Return | Historical transitional filing covering April 2014 to March 2019 only; it has no continuing annual application |
Two carve-outs apply regardless of category: share application money pending allotment (if shares are allotted within 60 days) and advances against goods or services (if settled within 365 days) generally do not need to be reported.
Auditor's Certificate Requirement
An auditor's certificate is generally required only where the filing includes actual deposits, or where the combined "Return of Deposit and non-deposit transactions" category is used, subject to the applicable e-Form requirements. Filings limited to exempted deposits alone typically do not require one, a meaningful reduction in compliance burden for companies whose borrowings come solely from directors, group companies, or banks.
Penalties for Late or Non-Filing
Late filing triggers escalating additional fees under the applicable filing fee framework:
| Delay period | Additional fee |
|---|---|
| Up to 30 days | 2x the normal filing fee |
| 31 to 60 days | 4x the normal filing fee |
| 61 to 90 days | 6x the normal filing fee |
| 91 to 180 days | 10x the normal filing fee |
| Beyond 180 days | 12x the normal filing fee |
Separately, Rule 21 provides for statutory penalties where a company fails to comply with Rule 16 or Rule 16A altogether: a fine of up to ₹5,000 for the company and every officer in default, plus a further ₹500 per day for continuing non-compliance. The two tracks are distinct: the fee multiplier applies to a late filing, while the Rule 21 fine applies to non-compliance itself, and both can apply in the same case depending on the facts.
Practical Compliance Checklist
- Board resolution authorising the filing has been passed
- Auditor's certificate obtained, where the filing includes actual deposits
- Every outstanding loan classified as deposit, exempted deposit, or trade liability
- Deadline tracked: filing completed on or before June 30
- DSC of a director or company secretary affixed to the form; where the filing includes actual deposits, the auditor's DSC is also required on the certificate
- Net worth figures pulled from the correct prior-year audited balance sheet
- Interest on outstanding loans consolidated with principal where applicable
Statutory References
- Companies Act, 2013: Section 2(31) and Sections 73 to 76
- Companies (Acceptance of Deposits) Rules, 2014: Rule 2(1)(c), Rule 3, Rule 16, Rule 16A, and Rule 21
- Companies (Acceptance of Deposits) Amendment Rules, 2019: G.S.R. 42(E), dated January 22, 2019
- Applicable MCA e-Form instructions and fee rules currently in force
- MCA General Circular No. 02/2026, dated June 19, 2026 (FY 2025-26 additional-fee waiver)
Frequently Asked Questions
Who must file DPT-3?
Every company except banking companies, RBI-registered NBFCs, National Housing Bank-registered HFCs, and government companies needs to assess each year whether it holds a reportable amount.
What is the due date?
On or before June 30 each year, reporting figures as of the preceding March 31.
Is an auditor's certificate mandatory?
Generally only where the filing includes actual deposits or uses the combined deposit category. Filings limited to exempted deposits typically do not require one.
Is a nil return required?
Based on early MCA guidance, no separate nil return is required where a company genuinely has nothing to report, though this reflects practice rather than an explicit statutory statement.
What are the consequences of late filing?
Escalating additional fees (2 times to 12 times the normal fee depending on delay), plus statutory fines of up to ₹5,000 and ₹500 per day of continuing default for outright non-compliance.
Conclusion
Form DPT-3's scope is wide by design: it is meant to capture how companies fund themselves outside formal equity and deposit channels, whether through a director's loan, an inter-company arrangement, or a bank facility. If money is sitting on your books as an outstanding loan or advance as of March 31, there is a good chance it belongs somewhere in your DPT-3 filing.
Treat it as a routine, calendar-driven task rather than a last-minute scramble, because penalties escalate quickly once the deadline passes.