The loan you forgot you had to report
Almost every young company runs on a director's money for a while. A founder puts a few lakh in to cover salaries before revenue lands; a shareholder advances funds against future shares; a customer pays ahead. It feels internal — your own money, your own company. What founders rarely realise is that most of these receipts have to be reported to the Registrar every year, in a return called Form DPT-3. And the trap is precisely the assumption that "we have no deposits, so there is nothing to file." Here is what the return actually is, why it catches so many private companies, and how to stay on the right side of it.
Why "deposits" are a regulated thing at all
The Companies Act treats public money with suspicion, and for good reason — it exists partly to stop companies collecting the public's savings and vanishing. So Section 73 broadly prohibits a company from accepting deposits from the public, and the Act plus the Companies (Acceptance of Deposits) Rules, 2014 define carefully what counts as a "deposit" and what does not. For an ordinary Private Limited company the practical upshot is simple: you generally cannot take public deposits at all, and the money you can take falls into a set of defined, exempt categories — each of which still has to be disclosed.
The money a private company can take without it being a deposit
The Rules list receipts that are not treated as deposits. The ones a normal private company actually uses are:
- A loan from a director — and, for a private company, from a relative of a director — provided the person gives a written declaration that the money is their own funds and not itself borrowed or taken as a loan or deposit from someone else. This declaration is the practical crux; without it on file, the loan can be recharacterised as a deposit.
- Inter-corporate loans — money received from another company.
- Share application money received towards shares yet to be allotted, so long as the shares are allotted within the permitted window (money held beyond it stops being share application money — one more reason the sixty-day allotment clock matters).
- Advances for goods or services received in the ordinary course of business, subject to conditions.
Money a private company takes from its own members can be accepted subject to the limits and conditions in Section 73 and the Rules (certain private companies, such as recognised startups, get relaxations). Taking genuine public deposits, by contrast, needs the full eligible-company machinery — credit rating, deposit insurance, a deposit repayment reserve — which is why an ordinary private company simply does not go there.
The annual return everyone forgets — Form DPT-3
Here is the part that catches people. Under Rule 16 of the Deposit Rules, every company other than a Government company must file Form DPT-3 on or before 30 June every year, giving the position as on 31 March, and the figures are certified by the company's auditor. Crucially, the return covers both actual deposits and "amounts not considered deposits" — that is, the exempt receipts above. So a company whose only borrowing is a director's unsecured loan is not exempt from filing; that loan is exactly the kind of "amount not considered a deposit" that DPT-3 exists to capture. The widespread belief that "no deposits means no DPT-3" is precisely backwards, and it is the single most common reason small companies discover a stack of DPT-3 defaults years later.
The one company that genuinely has nothing to file is one that, as on 31 March, has no outstanding loans or receipts of any kind — no director's loan, no inter-corporate loan, no advances, nothing. For a company that is actually operating, that is rare.
What it costs to miss it
DPT-3 is a disclosure return, and failing to file it is a compliance default in its own right: under the Deposit Rules, a contravention for which no specific penalty is provided attracts a fine that can extend to ₹5,000 on the company and every officer in default, with a further fine of up to ₹500 for each day the default continues. That is separate from — and far milder than — the consequences of actually accepting deposits in breach of the Act, where Section 76A imposes penalties running into crores and possible imprisonment of officers. The message for a founder is not to panic about the deposit rules, but to respect the small annual return: file DPT-3 on time and the director's-loan reality of running a young company stays perfectly clean.
Where this sits in the company's year
DPT-3 is one of the recurring dates on the Private Limited compliance calendar, sitting alongside the annual AOC-4 and MGT-7 and the director DIR-3 KYC. It connects directly to how the company is funded: the share application money that appears in it is the front end of issuing shares, and the whole question of what a company quietly demands of its founders — filings for money most people would treat as informal — is part of what our comparison of business structures weighs before you incorporate.
How we handle it at RDA, Baner
At RDA Advisory, Baner, DPT-3 is part of the annual compliance we run for the companies on our books — not a return we wait for you to remember. We identify every receipt that has to be reported — the director's loan and its not-borrowed declaration, inter-corporate loans, share application money, advances — get the figures certified by the auditor, and file the DPT-3 before 30 June, so the money that keeps a growing company alive never turns into a default. Office No. 102, Snehraj Apartment, Baner, Pune 411045 · call +91 77570 45059.
Funding your company with a director's loan? Let's keep it clean
Put your own money into your company, or taken an advance you're not sure how to treat? RDA keeps the deposit side right — the director's-loan declaration, the DPT-3 return by 30 June, and the rest of your annual compliance on a calendar so nothing lapses. Book a consult at rdatax.in or call +91 77570 45059, or see our ROC and secretarial service. RDA Advisory, Baner, Pune.
Verification note: The requirements described here are based on the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, as administered by the Ministry of Corporate Affairs (mca.gov.in): the prohibition on acceptance of deposits from the public under Section 73 and the acceptance of deposits from members subject to the prescribed limits and conditions; the categories of receipts excluded from the definition of "deposit" under Rule 2(1)(c), including amounts received from a director (and, in the case of a private company, a relative of a director) accompanied by a written declaration that the amount is not out of funds borrowed or accepted from others, inter-corporate loans, share application money pending allotment within the permitted period, and advances for goods and services; the requirement under Rule 16 that every company other than a Government company file a return in Form DPT-3 on or before the 30th of June each year for the position as on the 31st of March, duly certified by the company's auditor, covering deposits and/or amounts not considered as deposits; the general penalty under the Deposit Rules for a contravention for which no specific punishment is provided; and the penalties under Section 76A for acceptance of deposits in contravention of the Act. Forms, fees, thresholds and time limits are periodically revised by the MCA; confirm the current requirements for your company with your CA or company secretary. This is general information, not legal or professional advice.
