Form-DPT-Applicability-Due-Date-and-Key-Highlights-Including-Clarification-on-Warrants

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08 Jun 2025

Form-DPT-Applicability-Due-Date-and-Key-Highlights-Including-Clarification-on-Warrants

Form DPT-3: Applicability, Due Date and Key Highlights (Including Clarification on Warrants)

Introduction

Form DPT-3 is an annual compliance requirement under the Companies Act, 2013. It is prescribed to ensure that companies disclose their financial liabilities in respect of amounts received by them which are not categorized as deposits under the Companies (Acceptance of Deposits) Rules, 2014. The objective behind this form is to provide transparency and traceability of financial transactions that may have long-term implications on the financial stability of a company.

1. What is Form DPT-3

Form DPT-3 is a statutory return filed by companies with the Ministry of Corporate Affairs (MCA). It captures information related to:

Deposits accepted by the company
Amounts received by the company that are not considered deposits

Although certain transactions are exempt from being treated as deposits, the Ministry requires companies to disclose such non-deposit amounts for regulatory oversight. Common transactions covered include inter-corporate loans, loans from directors or shareholders, customer advances pending for more than 365 days, and unsecured loans that qualify as exempted categories.

2. Due Date for Financial Year 2024-25

For the financial year ending 31 March 2025, Form DPT-3 must be filed on or before 30 June 2025.

Important clarification: If a company is incorporated towards the end of the financial year, for example, on 29 March 2025, and its first financial year extends till 31 March 2026, it must still file Form DPT-3 for the financial year 2024-25 if it has received any qualifying amounts during that short period.

3. Applicability of Form DPT-3

Form DPT-3 is applicable to the following types of companies:

Private Limited Companies
Public Limited Companies
One Person Companies

However, the following types of entities are exempt from filing Form DPT-3:

Government Companies
Banking Companies
Non-Banking Financial Companies (NBFCs)
Housing Finance Companies

It is mandatory even for companies that have not accepted any deposits if they have received any money that falls under the "not considered as deposit" category.

4. Transactions that Require Filing

A company is required to file Form DPT-3 if it has received any of the following during the relevant financial year:

Loans from directors or their relatives, accompanied by proper declarations
Inter-corporate borrowings from group companies or others
Advances from customers that remain unadjusted for over 365 days
Foreign currency borrowings or external commercial borrowings
Any unsecured loan which qualifies as a non-deposit under the applicable rules

Companies must evaluate their financial records and classify each receipt accordingly for accurate reporting.

5. Importance of Filing DPT-3

The primary reasons for the regulatory mandate of DPT-3 include the following:

To ensure financial transparency and accountability in private and public sector companies
To track financial liabilities that are not visible under deposit regulations
To help regulators assess the financial exposure and risk levels of companies
To protect stakeholders from undisclosed liabilities
To deter misuse of non-deposit funds

Non-filing or incorrect filing can lead to significant penalties under Section 76A of the Companies Act, 2013.

6. Filing Requirements and Attachments

Form DPT-3 is filed online through the MCA21 portal and must be digitally signed by a Director and a practicing professional such as a Chartered Accountant, Company Secretary, or Cost Accountant. If the form is filed for reporting actual deposits accepted by the company, it must be supported by an auditor’s certificate.

Depending on the nature of the transaction and the purpose of filing, DPT-3 is classified as:

One-time return (for existing loans as on 31 March 2019)
Annual return of deposits or non-deposit transactions

7. Clarification on Warrant Money

There is a common area of confusion among professionals and companies regarding the applicability of DPT-3 to amounts received against share warrants.

A warrant is a financial instrument issued by a company that gives the holder a right to subscribe to equity shares at a future date. As per regulatory norms under SEBI and the Companies Act, a company must collect at least twenty-five percent of the consideration upfront, and the balance within a period of eighteen months.

The issue arises when the upfront money remains outstanding for a prolonged period, or where conversion is delayed or not completed within the prescribed time.

As per Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014:

"Any amount received by a company from a person against the issue of shares or warrants pursuant to the approval granted by the competent authority and pending allotment shall not be treated as a deposit provided such allotment is made within sixty days."

However, SEBI guidelines also provide that the amount can remain outstanding for up to eighteen months in case of listed companies where warrants are issued on a preferential basis.

If the amount received against the warrant is not adjusted against shares or refunded within the stipulated time, it may potentially be considered a deposit.

Therefore, it is advisable for companies to report the warrant application money received but pending conversion in Form DPT-3 under the category of "amounts not considered as deposits" along with appropriate remarks and auditor evaluation.

It is also recommended to maintain documentation related to board resolutions, shareholder approvals, and terms of issue for the warrants to substantiate the transaction as not constituting a deposit.

8. Penalties for Non-Compliance

If a company fails to file Form DPT-3 or files incorrect information, it may be subject to stringent penalties under the Companies Act:

The company may be fined up to one crore rupees or twice the amount of deposit received, whichever is lower.
Every officer in default may be punished with imprisonment for up to seven years or with a fine up to twenty-five lakh rupees, or both.

9. Conclusion

Form DPT-3 is a critical disclosure tool that ensures a transparent financial ecosystem for corporate entities in India. While the form itself is straightforward, the classification of certain financial receipts, including share warrant money, requires careful legal and professional interpretation.

Companies are advised to begin preparations well before the deadline by consulting their auditors and company secretaries, compiling relevant financial data, and understanding the true nature of each transaction to ensure accurate and timely filing.

Timely compliance with DPT-3 not only helps in avoiding penalties but also demonstrates sound governance practices and a commitment to regulatory transparency.

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Disclaimer: Every effort has been made to avoid errors or omissions in this material in spite of this, errors may creep in. Any mistake, error or discrepancy noted may be brought to our notice which shall be taken care of in the next edition In no event the author shall be liable for any direct indirect, special or incidental damage resulting from or arising out of or in connection with the use of this information Many sources have been considered including Newspapers, Journals, Bare Acts, Case Materials , Charted Secretary, Research Papers etc.