₹1,00,00,000. That is the minimum penalty for a private company that accepts deposits without proper compliance under Section 73 of the Companies Act, 2013. Officers in default face up to 7 years in prison and fines between ₹25 lakh and ₹2 crore. And the clock to file your annual return of deposits — Form DPT-3 — for FY 2025-26 stops ticking on 30 June 2026.
Yet every year, thousands of private limited companies either miss this deadline or file it wrong. Some do not even know they must file it. If your company has taken any loan — from a director, a shareholder, a relative, or even an inter-corporate deposit — you almost certainly need to file DPT-3. Here is everything you need to know, broken down without the jargon.
What Is Form DPT-3?
Form DPT-3 is the annual return of deposits (and transactions not considered as deposits) that every company — except listed companies and government companies — must file with the Registrar of Companies each year. It was introduced under Rule 16 of the Companies (Acceptance of Deposits) Rules, 2014, and requires disclosure of every outstanding amount that qualifies as a deposit or an exempt deposit as on 31 March of the relevant financial year.
Think of DPT-3 as a transparency declaration: it tells the MCA exactly how much money your company owes to depositors and lenders, and whether those transactions comply with the law.
Who Must File DPT-3? (This Is Where Most Companies Get It Wrong)
The common misconception is that DPT-3 applies only to companies that accept “public deposits.” That is dangerously wrong. Here is who actually needs to file:
1. Every private company that has any outstanding loan as on 31 March 2026 — This includes loans from directors, loans from relatives of directors, shareholder loans, inter-corporate deposits, and any amount received that does not fall under the narrow exemptions in Rule 2(1)(c) of the Deposits Rules.
2. Companies that received money from directors — Even if the director gave the loan from personal funds and signed a declaration under Rule 2(1)(c)(viii), it must still be reported in DPT-3 as an “exempt deposit.” The exemption from acceptance provisions does not mean exemption from reporting.
3. Startups that took bridge loans or convertible notes from Indian residents — If these amounts are outstanding as on 31 March 2026, they likely need disclosure.
4. Companies with unsecured loans from shareholders — Private companies taking loans from shareholders must follow the procedures under Section 73, including a special resolution. The outstanding balance hits DPT-3.
5. Any company with outstanding debentures, bonds, or similar instruments — Unless specifically exempted, these go into the return.
The only companies exempt from DPT-3 are listed companies (already subject to SEBI disclosure norms) and government companies. If you are a private limited company with any loan on your books, assume you must file.
What Happens If You Miss the 30 June 2026 Deadline?
The penalty structure is severe, and it operates on two levels:
Level 1 — Late filing penalty under Rule 21: The company pays ₹5,000 as an initial penalty, plus ₹500 for every day the default continues after the due date. A 60-day delay costs ₹35,000. A six-month delay crosses ₹90,000. And this is just the filing penalty — it compounds daily with no cap on the per-day amount.
Level 2 — Substantive penalties under Section 73/74 for non-compliance: If the MCA determines that the company accepted or continued to hold deposits without following the prescribed procedures (including filing DPT-3), the company faces a minimum penalty of ₹1 crore or twice the deposit amount, whichever is lower, going up to ₹10 crore. Every officer in default — typically the directors and the company secretary — faces imprisonment of up to 7 years and a fine between ₹25 lakh and ₹2 crore.
These are not theoretical penalties. The MCA has been issuing show-cause notices and adjudication orders with increasing frequency since 2023. The RoC offices in Bangalore, Mumbai, and Delhi-NCR have been particularly active.
How to File DPT-3: A Step-by-Step Process
Filing DPT-3 is not complicated if you prepare properly. Here is the process:
Step 1: Compile all outstanding amounts as on 31 March 2026. Pull your balance sheet and list every loan, advance, deposit, and exempt deposit outstanding on that date. Include director loans, shareholder loans, inter-corporate deposits, and any other borrowings.
Step 2: Classify each amount correctly. Each outstanding amount must be classified as either a “deposit” (subject to Section 73/74 compliance) or a “transaction not considered as deposit” (exempt under Rule 2(1)(c)). Getting this classification wrong is the single most common filing error.
Step 3: Obtain the auditor’s certificate. DPT-3 requires a certificate from the statutory auditor confirming that the amounts reported are accurate and that the company has complied with the relevant provisions. Coordinate with your auditor early — last-minute requests in June lead to errors.
Step 4: Prepare and attach supporting documents. This includes board resolutions for accepting deposits, special resolutions (where required for shareholder loans), deposit trust deeds (if applicable), and declarations from directors who gave loans from personal funds.
Step 5: File on MCA V3 portal. Log in to the MCA V3 portal, select Form DPT-3, fill in the details, attach the auditor’s certificate and supporting documents, pay the prescribed fee, and submit with the DSC of a director and the company secretary (if appointed).
Step 6: Verify the filing status. After submission, check the SRN status within 48 hours. If the form is marked as “resubmission required,” act immediately — every day of delay counts towards the penalty.
Step 7: Maintain records for three years. Keep copies of the filed DPT-3, the auditor’s certificate, and all supporting documents for at least three financial years. The RoC can call for these records during inspections under Section 206.
The Five Mistakes That Trigger Maximum Penalties
Based on adjudication orders and RoC inspection patterns, these are the errors that attract the harshest action:
Mistake 1: Not filing at all. Surprisingly common. Many private companies with ₹5-50 crore revenue assume DPT-3 does not apply to them because they “only have director loans.” It does.
Mistake 2: Classifying deposits as exempt without meeting conditions. A director loan is exempt only if the director gave the money from personal funds (not borrowed funds) and signed a declaration to that effect. Without the declaration, the amount is treated as a deposit — and if Section 73 procedures were not followed, the company is in violation.
Mistake 3: Accepting shareholder loans without a special resolution. Private companies can accept loans from shareholders, but only after passing a special resolution and following the conditions in Section 73(2). Many companies skip the resolution and only discover the gap during a secretarial audit or DPT-3 filing.
Mistake 4: Filing DPT-3 without the auditor’s certificate. The form requires a practising professional’s certificate. Filing without it or with an incorrectly worded certificate triggers resubmission and delays — which in turn triggers per-day penalties.
Mistake 5: Ignoring the one-time DPT-3 filing requirement. Apart from the annual filing (due 30 June each year), there was a one-time filing requirement under Rule 16A for outstanding receipts of money/loan as on 22 January 2019. Companies that missed this still carry the non-compliance forward.
What This Means for Your Company Right Now
The 30 June 2026 deadline is 78 days away. That sounds like a long time until you factor in the auditor’s availability (June is their busiest month), the board resolution preparation, and the MCA V3 portal’s tendency to slow down in the last week of June.
If your company has any outstanding loans or deposits as on 31 March 2026, start the DPT-3 preparation process this week. Pull the data, engage your auditor, and review whether all underlying compliances (director declarations, special resolutions, deposit trust deeds) are in place. Fixing a gap now costs a fraction of what the penalty will cost in July.
Key Takeaways
Deadline: 30 June 2026 for FY 2025-26 DPT-3 filing.
Who files: Every private limited company with any outstanding loan, deposit, or exempt deposit as on 31 March 2026.
Minimum penalty for non-compliance: ₹1 crore on the company; ₹25 lakh + imprisonment for officers.
Daily penalty for late filing: ₹500 per day after the due date, on top of a ₹5,000 base penalty.
Start now: Compile data, classify amounts, engage your auditor, and file before the June rush.
Sources
- Companies Act, 2013 — Sections 73, 74, 76A
- MCA Penalties and Offences under Companies Act, 2013
- ClearTax — Form DPT-3: Applicability, Purpose, Due Date, Penalty
- IndiaFilings — DPT-3 Penalty: Consequences of Not Filing
- TaxGuru — DPT-3 Provisions, Applicability, Due Date & Purpose
Frequently Asked Questions
1. Does DPT-3 apply if my company has only taken a loan from a director?
Yes. Even if the director loan qualifies as an “exempt deposit” under Rule 2(1)(c)(viii), it must be reported in the annual DPT-3 return. The exemption is from the acceptance provisions, not from the reporting requirement.
2. What is the difference between the annual DPT-3 and the one-time DPT-3?
The one-time DPT-3 was a requirement under Rule 16A to disclose all outstanding receipts of money or loans as on 22 January 2019. The annual DPT-3 is filed every year by 30 June, disclosing outstanding deposits and exempt deposits as on 31 March of the preceding financial year. Both are mandatory and distinct.
3. Can I file DPT-3 without an auditor’s certificate?
No. The form mandates a certificate from the statutory auditor or a practising chartered accountant, company secretary, or cost accountant. Filing without this certificate will result in the form being marked for resubmission.
4. Is there any extension expected for the June 2026 deadline?
As of April 2026, the MCA has not announced any extension for the DPT-3 due date. Planning on the basis of an expected extension is high-risk — the MCA granted extensions during COVID-19 but has been strict about deadlines since FY 2023-24.
5. My company was incorporated in FY 2025-26 and has not accepted any deposits. Do I still need to file?
If your company has zero outstanding loans, deposits, or exempt deposits as on 31 March 2026, a nil DPT-3 filing is not mandatory but advisable as a best practice. However, if you have any outstanding amounts — even a ₹1 lakh director loan — you must file.
Need help with DPT-3 filing? Use the MCA Penalty Calculator to estimate your exposure, or check your full compliance status with the Compliance Cost Estimator. For a complete annual compliance review, reach out to CS Sapna Malpani — Practising Company Secretary, Bangalore.