Filing of One-Time Return on Outstanding Loan in Form DPT 3

Filing Of One-Time Return In Form DPT 3 — Filing Of One-Time Return On Outstanding Loan In Form DPT 3

Applicability of filing One-Time Return in Form DPT-3

Filing of one-time return of outstanding receipt of loan/money in Form DPT-3 was mandated by MCA Notification dated 22.01.2019 by amending Rule 16A of Companies (Acceptance of Deposit) Rules, 2014.

“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 terms of clause (c) of sub-rule 1 of rule 2 from the 1^st April, 2014 to the date of publication of the notification in the Official Gazette(i.e. 22^nd January, 2019), as specified in Form DPT-3 within 90 days from the date of said publication of this notification along with fee as provided in the Companies (Registration of Offices and Fees) Rules, 2014.”

MCA again vide MCA Circular dated 12th April 2019 clarified that data on deposit should be filed up to 31^st March 2019 (as opposed to 22^nd January 2019 which was originally indicated in said rule).

Therefore, every company other than Government Company to which these rules apply shall file following Forms with the Registrar.

Rule 16: Annual Return of deposits to be filed with the Registrar in Form DPT-3 as the return of deposit or particulars of transaction not considered as a deposit or both and furnish the information contained therein as on the 31st day of March of that year duly audited by the auditor of the company.
Rule 16(A) (3):A one-time return of outstanding receipt of money or loan by a company but not considered as deposits, in terms of clause (c) of sub-rule 1 of rule 2 from the 1^st April 2014 to 31st March 2019, shall be filed as specified in Form DPT-3.

Due Date for Filing One-Time Return in Form DPT-3

As per the Notification dated 22^nd January 2019 the due date for filing the One-Time Return DPT-3 was 90 days from the date of issue of circular i.e., 22^nd April 2019. Since the Form was not yet deployed, MCA has issued circular Dated 12^th April, 2019, as per which One-Time Return in Form DPT-3 had to be filed within 30 days from the date of deployment of the form on MCA 21 portal and the additional fee, as provided under the Companies (Registration Offices and Fees) Rules, 2014, shall be levied after such period. The Form was deployed on 29.05.2019 and hence the due date for filing the same was 29.06.2019.

Purpose of Form DPT-3

Form DPT-3 shall be used for filing return of deposit or particulars of transaction not considered as deposit or both by every company, other than Government company. One needs to select the first radio button from the following to file One-Time Return:

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 a deposit

A form is a dynamic form, upon selection of the respective radio button, irrelevant sections concerning the purpose of the form will get hidden.

Nature of Loan for which One-Time Return in Form DPT 3 is to be filed

Outstanding receipt of Money and Loan, not considered as deposits, from 01.04.2014 to 31.03.2019 is required to be reported in e-form DPT-3.

There is no exemption in the said notification and accordingly, it can be concluded that information about each outstanding loan whether secured or unsecured, External Commercial Borrowings, received from holding Company/ Subsidiary Company/ Associate Company/Director, etc outstanding as on 31.03.2019 is required to be furnished.

Information in Form DPT-3

Company’s Basic Information (Pre-filled based on CIN)
Objects of the Company (Pre-filled based on CIN)
Particulars of Charge
Net worth of Company as per latest audited Balance Sheet preceding the date of Return.
Total Amount of outstanding money or loan received by a company but not considered as deposit in terms of rule 2(1)(c) of Companies (Acceptance of Deposits) Rules, 2014 Companies Acceptance Deposit Rules, 2014 as specified in rule 16(A)(3)
Detail of credit rating obtained if any

Attachments

As per the webinars conducted by the Ministry of Corporate Affairs, no attachment is mandatory for One-Time Return, but certain Registrar of Companies are insisting on providing particulars of parties from whom loan has been taken and Auditors Certificate as attachments.

Auditors Certificate is mandatory, as per help kit of Form DPT-3, only if the purpose of the Form is selected as either ‘Return of Deposit’ or ‘Return of Deposit and Particulars of transactions by a company not considered as deposit’.

Signing of the One-Time Return Form DPT-3

There is no requirement of certification of a professional in Form DPT-3, it has to be digitally signed by the Director or Manager or Chief Executive Officer or Chief Financial Officer or Company Secretary.

Penalty for non-filing of Form DPT 3

The company and every officer of the company who is in default shall be punishable with fine which may extend to Rs.5,000/- and where the contravention is a continuing one, with a further fine which may extend to Rs.500/- for every day after the first day during which the contravention continues.

Few Scenarios to explain the above:

If the company has outstanding Loan/Money before 01.04.2014 and continuing as on 31.03.2019, then also Information is Required to be Furnished in One-Time Return?

No, if the loan has been received before 01.04.2014 and still not repaid as on 31.01.2019, then such information is not required to be given in One-Time Return.

If the company has received Loan/Money any time after 01.04.2014 and repaid before 31.01.2019, then also information is required to be Furnished?

No, if the loan is repaid then return in form DPT 3 is not required to be filed as information only about the outstanding loan/money is required to be furnished.

If the company has received Loan/Money any time after 01.04.2014 and outstanding as on 31.03.2019, then also information is required to be Furnished?

Yes, if the loan has been received after 01.04.2014 and not repaid as on 31.01.2019, then the one-time return in form DPT 3 has to be filed.

If the company has not accepted any loan or has no outstanding, whether a Nil return has to be still filed?

No, where the company has not accepted any loan or has no outstanding as on 31.03.2019, form DPT-3 need not be filed.

To calculate net worth to be filled in the One-Time Return, should a Company consider unaudited Financials of the FY ending 31.03.2019 or audited financials as on 31.03.2018?

As per Section No. 8 of Form DPT-3, Net worth of the Company should be calculated from the latest audited Balance Sheet, therefore, the audited Balance Sheet as on 31.03.2018 should be considered for calculating net worth.

A newly incorporated Company, i.e., a Company incorporated after 01.04.2018 can consider Net worth from unaudited Balance Sheet as on 31.03.2019.

What is not considered as Deposits?

As per Companies (Acceptance of Deposit) Rules, 2014 the definition of the deposit is as under:

“Deposit” includes any receipt of money by way of deposit or loan or in any other form, by a company, but does not include–

(i) any amount received from the Central Government or a State Government, or any amount received from any other source whose repayment is guaranteed by the Central Government or a State Government or any amount received from a local authority, or any amount received from a statutory authority constituted under an Act of parliament or a state legislature;

(ii) any amount received from foreign Governments, foreign/international banks, multilateral financial institutions (including, but not limited to, International Finance Corporation, Asian Development Bank, Commonwealth Development Corporation and International Bank for Industrial and Financial Reconstruction), foreign government-owned development financial institutions, foreign export credit agencies, foreign collaborators, foreign bodies corporate and foreign citizens, foreign authorities or persons resident outside India subject to the provisions of Foreign Exchange Management Act, 1999 and rules and regulations made thereunder;

(iii) any amount received as a loan or facility from any banking company or from the State Bank of India or any of its subsidiary banks or from a banking institution notified by the Central Government under section 51 of the Banking Regulation Act, 1949 (10 of 1949), or a corresponding new bank as defined in clause (d) of section 2 of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1980 (5 of 1970), or from a co-operative bank as defined in clause (b-ii) of section 2 of the Reserve Bank of India Act, 1934 (2 of 1934);

(iv) any amount received as a loan or financial assistance from Public Financial Institutions notified by the Central Government in this behalf in consultation with the Reserve Bank of India, regional financial institutions, Insurance Companies, Scheduled Banks as defined in the Reserve Bank of India Act, 1934;

(v) any amount received against the issue of commercial paper or any other instrument issued per the guidelines or notification issued by the Reserve Bank of India;

(vi) any amount received by a company from any other company;

(vii) any amount received and held pursuant to an offer made in accordance with the provisions of the Act towards a 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 the allotment of the securities applied for. If the securities for which application money or advance for such securities was received cannot be allotted within 60 days from the date of receipt of the application money or advance for such securities and such application money or advance is not refunded to the subscribers within 15 days from the date of completion of sixty days, such amount shall be treated as a deposit under these rules. For the purpose of this rule any adjustment of the amount for any other purpose will not be treated as refund;

(viii) any amount received from a person who, at the time of the receipt of the amount, was a director of the company. The director from whom money is received, furnishes to the company at the time of giving the money, a declaration in writing to the effect that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others;

(ix) 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 bonds/debentures compulsorily convertible into shares of the company within five years. If such bonds or debentures are secured by the charge of any assets referred to in Schedule III of the Act excluding intangible assets, the number of such bonds or debentures shall not exceed the market value of such assets as assessed by a registered valuer;

(x) any amount received from an employee not exceeding his annual salary, under a contract of employment with the company in the nature of non-interest bearing security deposit;

(xi) any non-interest bearing amount received or held in trust;

(xii) any amount received in the course of or for the purposes of the business of the company:

(a) as an advance for the supply of goods or provision of services 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 acceptance of such advance. In case of any advance which is the subject matter of any legal proceedings before any court of law, the said time limit of three hundred and sixty-five days shall not apply.

(b) as advance, accounted for in any manner whatsoever, received in connection with consideration for property under an agreement or arrangement, provided that such advance is adjusted against the property in accordance with the terms of agreement or arrangement.

(d) as advance received under long term projects or for the supply of capital goods except those covered under item (b) above. If the amount received under (a) (b) and (d) above becomes refundable (with or without interest) because the company accepting the money does not have necessary permission or approval to deal in the goods or properties or services for which the money is taken, the amount received shall be deemed to be a Deposit under these rules.

(xiii) any amount brought in by the promoters of the company by way of unsecured loan in pursuance of the stipulation of any lending financial institution or a bank subject to fulfillment of the following conditions:-

(a) the loan is brought in pursuance of the stipulation imposed by the lending institutions on the promoters to contribute such finance; and

(b) the loan is provided by the promoters themselves or by their relatives or by both; and

(c) the exemption under this sub-clause shall be available only till the loans of a financial institution or banks are repaid and not thereafter.

(xiv) any amount accepted by a Nidhi Company in accordance with the rules made under Section 406 of the Act.

For the purposes of this clause, any amount.-

(a) received by the company, whether in the form of installments or otherwise, from a person with promise or offer to give returns, in cash or in-kind, on completion of the period specified in the promise or offer, or earlier, accounted for in any manner whatsoever, or

(b) any additional contributions, over and above the amount under item (a) above, made by the company as part of such promise or offer, shall be treated as a deposit.