Deposits and Loans From Shareholders: Section 73 and DPT-3 Risk Checklist
Money received by a company is not automatically share capital or a simple loan. Deposit rules can apply depending on source, terms, purpose and exemptions. DPT-3 should start with a receipt-wise classification exercise.
For broader context, see the NRI, RBI and International Transactions Hub.
Section 73 base
Section 73 deals with prohibition on acceptance of deposits from public and sets the statutory frame for acceptance of deposits subject to the Act and rules.
For the connected rule, example or next step, see Foreign Loan vs ECB: Startup Funding Risk Checklist.
Receipt classification table
| Receipt type | Control question |
|---|---|
| Share application money | Was allotment completed within applicable timeline and records? |
| Director loan | Is lender's source declaration and eligibility documented? |
| Shareholder loan | Does it fall within permitted/exempted category or deposit framework? |
| Customer advance | Is it linked to supply of goods/services and adjusted properly? |
| Inter-corporate loan | Check Sections 179/186 and deposit-rule treatment. |
For the connected rule, example or next step, see Loans to Directors and Inter-Corporate Loans: Section 185 vs Section 186.
DPT-3 working file
- Receipt-wise ledger of loans/advances/deposits.
- Party relationship and source classification.
- Agreement/terms and repayment date.
- Auditor/CS classification note where sensitive.
- Filed form, SRN and challan.
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Official sources used
This article is intentionally source-limited to official MCA / India Code material. Verify final filing positions with the latest Act, Rules, MCA forms and portal advisories before publishing.
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DPT-3: classify the receipt before filing the return
DPT-3 is not only a “deposit form”. The annual return also covers specified transactions that are not treated as deposits under Rule 2(1)(c). The MCA instruction kit states 30 June of every year for the annual return route. The critical control is therefore classification of each outstanding receipt before populating the form.
Decision / evidence controls
- Maintain a receipt-wise deposit/exclusion register with clause reference.
- Reconcile shareholder/director/group-company loans to audited financial statements.
- Obtain declarations/evidence required for any relied-upon exclusion.
- Use the 31 March outstanding position and preserve DPT-3 SRN/challan.
Primary-source checks
FAQs
Section 73 of the Companies Act, 2013 prohibits companies from accepting deposits from the public except as permitted, with the detailed definitions, classification and exemption criteria set out separately in the Companies (Acceptance of Deposits) Rules, 2014.
Not automatically. A loan from a director, or from a director’s relative in the case of a private company, is excluded from the deposit definition if the director or relative furnishes a written declaration that the funds are not themselves borrowed, and the company discloses the amount in its Board’s report. A loan from a shareholder who is not a director does not get this specific exemption and needs separate classification.
Because DPT-3 is not only a deposit-disclosure form — the annual return also requires reporting of receipts that are specifically excluded from the deposit definition under Rule 2(1)(c), so an incomplete classification can misstate the return even when no amount actually qualifies as a "deposit".
Generally no — amounts received from a person resident outside India in compliance with FEMA, including as an External Commercial Borrowing, are one of the specific exempted-deposit categories under Rule 2(1)(c). The FEMA/RBI compliance of the borrowing itself still needs to be verified separately, since the deposit-rule exemption does not itself confirm FEMA compliance.
Source and review trail
Use the current official instrument, portal or regulator publication before acting. This panel separates the category authority from page-specific references.
- Primary category
- Companies Act & MCA
- Official starting point
- www.mca.gov.in
Page source links
Primary sources & related provisions
Statutory provisions referenced in this guide: