Section 73 to 76A of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 deal with the provisions applicable in case of deposits.
Every company (other than government company and companies identified under Rule 1(3) of Companies (Acceptance of Deposits) Rules, 2014) who have accepted any amount categorised under deposits or exempt category deposits during the year in adherence to the provisions of Section 73 to 76A Companies Act, 2013 and rules made thereunder, and such amounts remaining outstanding as at the end of the financial year, are required to file a return of Deposits in Form DPT-3 on or before 30th June every year with the Registrar of Companies.
For example, if any amount considered as a deposit/exempt category deposit is unpaid or outstanding as at 31.03.2020, then the company shall file Form DPT-3, on or before June 30, 2020, with ROC.
As Form DPT-3 is filed for both, transactions considered as deposits and transaction considered as exempt category deposits. Therefore while filing this form, the main concern is whether Auditor’s Certificate is mandatory for every transaction? or when an Auditor’s certificate is mandatory to attach to Form DPT-3?
As per Help Kit to Form DPT-3, the auditor’s certificate is mandatory only in below 2 cases i.e.
- The form is filed for transactions considered as “Deposits” only and does not exempt category of deposits; or
- The form is filed covering both the transactions i.e. transactions considered as Deposits as well as Exempted category Deposits.
MCA Clarification on the requirement of Audited figures and applicability of Auditor’s certificate
The Ministry of Corporate Affairs vide its letter no. File No: P-01/08/2013- CL-V Vol. VI dated June 24, 2019, clarified on the query raised by the ICAI seeking Clarification on the requirement of Auditor’s Certificate on Return of Deposits required to be filed pursuant to Rule 16 of the Companies (Acceptance of Deposits) Rules, 2014 (dated 25-06-2019). It was clarified that:
The Auditor’s Certificate is mandatory only in case of return of deposits.
For filing particulars of transactions not considered as deposits information contained therein as on 31st March of that year need not be from the duly audited Financial Statement.
Only in case of Return of Deposit information contained therein as on 31st March of that year should be from duly audited financial statement of the company.
From above it is understood that the requirement of CA certificate for Form DPT-3 is mandatory if the purpose of filing Form is to report “Return of Deposits only" or to report both “Return of Deposits + Particulars of Exempt Category Deposits”. For “One time Return” and for reporting of “Exempt category Deposits as specified under Rule 2 (1) (C) of Companies (Acceptance of Deposits) Rules 2014” Auditor’s Certificate is not required.
What should CA certificate contain with respect to Form DPT-3?
The Indian Institute of Chartered Accountants (ICAI) has issued a clarification regarding what a Chartered Accountant Certificate should include while providing a certificate for Form DPT-3 and provided with an illustrative certificate to further guide the members. To view the illustrative certificate format please click here
Meaning and definitions of various terms:
What are “Deposits”?
The term “deposits” is defined under Section 2(31) the Companies Act, 2013. The deposits include any receipt of money by way of deposit or loan or any other form but do not include such categories of amount as may be prescribed in consultation with the Reserve Bank of India.
What are Exempt Category Deposits?
“Deposit” includes any receipt of money by way of deposit or loan or in any other form, by a company, but does not include-
a. Any amount received from Central Government, or State Government, or any Statutory Authority established under Act of Parliament or State Legislature, or Local Authority
b. for any amount received by the company, repayment of which is guaranteed by the Central or State Government
Any amount received from foreign Government or international Bank/Financial Institution, foreign body corporate, foreign collaborator, 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 etc
A loan from Banks (State Bank of India or from any of its subsidiary), Banking Institutions or co-operative banks
A loan from Public Financial Institutions, Insurance Companies, Scheduled Banks, Mutual Funds and any regional financial institutions.
Any Amount received against the issue of commercial papers/other instruments in accordance with guidelines issued by RBI.
Any amount received by a company from any other company i.e. inter-corporate deposits.
Any amount received towards subscription of securities such as Share application money received advance towards allotment. The share application money is allowed up to 60 days if the allotment is not made within 60 days, then such money shall be refunded within 15 days. Non-refund after 15 days will be treated as Deposit.
Any amount received by a private limited company from a person who, at the time of the receipt of the amount, was a director of the company or a relative of the director of the Private company. The funds provided should not be out of borrowed funds and declaration in that respect must be obtained.
Amount raised by the issue of bonds and debentures secured by first charge or bonds/debentures compulsorily convertible into shares of the company within ten years. The amount of such bonds or debentures shall not exceed the market value of such assets as assessed by a registered valuer.
Any amount raised by the issue of non-convertible bonds having no charge on the assets and are listed on the recognised stock exchange.
Any amount received from an employee of the company not exceeding his annual salary under a contract of employment with the company in the nature of non-interest bearing security deposit.
Any non-interest bearing amount received and held in trust.
Any amount received with appropriate permission or approval, in the course of or for the purposes of the business of the company (suppliers advance, advance against the sale of the property, advance for the supply of capital goods, advance received for any warranty or maintenance contracts etc), else will be treated as deposits on the expiry of 15 days from the date they become refundable.
Any amount brought in by the Promoters or their relative’s as an unsecured loan pursuant to a condition of the lending bank or Financial Institution, and such amount shall be valid under exempt category until the loan is repaid by the company.
The MCA introduced a revised Form DPT-3 on 19th May 2019, wherein the concept of “One Time Return” was executed.
What is One Time Return of Deposits?
The MCA vide Notification dated January 22, 2019, provided an amendment to the Companies (Acceptance of Deposits) Rules, 2014, inserting a new Rule 16A to the main rules. Under the said provisions every company other than government company is required to file a one-time return for the “Exempted category of deposits”, received by the company during the period from April 01, 2014, to March 31, 2019 and such deposits are outstanding as on March 31, 2019. Such outstanding amounts shall be reported in Form DPT-3 in aggregate quantum. One time return shall be filed within 90 days from March 31, 2019.
What is the purpose to introduce “One Time Return”?
The one-time return of deposits was introduced to report the amounts that will come within the ambit of the exempt category of deposits, accepted by the companies during the period from April 01, 2014, to March 31, 2019, and remaining outstanding in the books of accounts as on March 31, 2019.
What is Annual Return of Deposits?
Every company, to which Companies (Acceptance of Deposits) Rules, 2014 apply, is required to file an Annual Return of Deposits in Form DPT-3 on or before June 30 every year specifying the duly audited (audited by the auditor of the company) figures of that year. The annual return requires companies to provide category wise detailed bifurcation of the exempt category deposit outstanding as on 31st March.
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