(1) On and after the commencement of this Act, no company shall invite, under this Act from the public except in a manner provided under this Chapter:
Provided that nothing in this sub-section shall apply to a and non-banking financial company as defined in the Reserve Bank of India Act, 1934 (2 of 1934) and to such other company as the Central Government may, after consultation with the Reserve Bank of India, specify in this behalf.
(2) may, subject to the passing of a resolution in general meeting and subject to such in consultation with the Reserve Bank of India, accept deposits from its on such terms and conditions, including the provision of security, if any, or for the repayment of such deposits with interest, as may be agreed upon between the company and its members, subject to the fulfilment of the following conditions, namely :—
(a) issuance of a circular to its members including therein a statement showing the financial position of the company, the credit rating obtained, the total number of depositors and the amount due towards deposits in respect of any previous deposits accepted by the company and such other particulars in such form and in such manner ;
(b) filing a copy of the circular along with such statement with the within thirty days before the date of issue of the circular;
depositing, on or before the such sum which shall not be less than twenty per cent. of the amount of its deposits maturing during the following and kept in a scheduled bank in a separate bank account to be called deposit repayment reserve account;
(c) depositing such sum which shall not be less than fifteen per cent of the amount of its deposits maturing during a and the financial year next following, and kept in a in a separate bank account to be called as deposit repayment reserve account;
providing such deposit insurance in such manner and to such extent ;
(e) certifying that the company has not committed any default in the repayment of deposits accepted either before or after the commencement of this Act or payment of interest on such deposits and
(f) providing security, if any for the due repayment of the amount of deposit or the interest thereon including the creation of such on the property or assets of the company:
Provided that in case where a company does not secure the deposits or secures such deposits partially, then, the deposits shall be termed as “unsecured deposits” and shall be so quoted in every circular, form, advertisement or in any related to invitation or acceptance of deposits.
(3) Every deposit accepted by a company under sub-section (2) shall be repaid with interest in accordance with the terms and conditions of the agreement referred to in that sub-section.
(4) Where a company fails to repay the deposit or part thereof or any interest thereon under sub-section (3), the depositor concerned may to the for an order directing the company to pay the sum due or for any loss or damage incurred by him as a result of such non-payment and for such other orders as the may deem fit.
(5) The deposit repayment reserve account referred to in clause (c) of sub-section (2) shall not be used by the company for any purpose other than repayment of deposits.
- a Specified IFSC public company which accepts from its members, monies not exceeding one hundred per cent. of aggregate of the paid up share capital and free reserves, and such company shall file the details of monies so accepted to the Registrar in such manner as may be specified vide Exemption Notification to specified IFSC Public Companies, GSR 08 (E) dated 04.01.2017. To view the notification Click Here
2. a private company which accepts from its members monies not exceeding one hundred per cent. of aggregate of the paid up share capital and free reserves, and such company shall file the details of monies so accepted to the Registrar in such manner as may be specified Inserted vide Notification no. G.S.R. 464(E) dated 5th June 2015.To view the notification,Click Here
Above mentioned exemption is substituted vide exemption notification to Private Companies dated 13th June, 2017.To view the notification Click Here
2. a private company-
(A) which accepts from its members monies not exceeding one hundred per cent. of aggregate of the paid up share capital, free reserves and securities premium account; or
(B) which is a start-up, for five years from the date of its incorporation; or
(C) which fulfils all of the following conditions, namely:-
(a) which is not an associate or a subsidiary company of any other company;
(b) if the borrowings of such a company from banks or financial institutions or any body corporate is less than twice of its paid up share capital or fifty crore rupees, whichever is lower; and
(c) such a company has not defaulted in the repayment of such borrowings subsisting at the time of accepting deposits under this section:
Provided that the company referred to in clauses (A), (B) or (C) shall file the details of monies accepted to the Registrar in such manner as may be specified.
(The exceptions, modifications and adaptations provided above shall be applicable only to those Private Companies which has not committed a default in filing its financial statements under section 137 of the said act or annual return under section 92 of the said act with the registrar).
(i) the subscriber to the memorandum of the company who shall be deemed to have agreed to become member of the company, and on its registration, shall be entered as member in its register of members;
(ii) every other person who agrees in writing to become a member of the company and whose name is entered in the register of members of the company;
(iii) every person holding shares of the company and whose name is entered as a beneficial owner in the records of a depository
- For Deposits maturing in the financial year 2020-21, this requirement shall be allowed to be complied with till December 31, 2020. To view the further relaxation circular dated 29.09.2020, Click Here.
- For Deposits maturing in the financial year 2020-21, this requirement shall be allowed to be complied with till September 30, 2020. To view the further relaxation circular dated 19.06.2020, Click Here.
- For Deposits maturing in the financial year 2020-21, this requirement shall be allowed to be complied with till June 30, 2020. To view the relaxation circular dated 24.03.2020, Click Here.
Provided that on an application made by a company or body corporate, which is a holding company or a subsidiary or associate company of a company incorporated outside India and is required to follow a different financial year for consolidation of its accounts outside India, the Tribunal may, if it is satisfied, allow any period as its financial year, whether or not that period is a year:
Provided further that a company or body corporate, existing on the commencement of this Act, shall, within a period of two years from such commencement, align its financial year as per the provisions of this clause
Provided also that in case of a Specified IFSC public company, which is a subsidiary of a foreign company, the financial year of the subsidiary may be same as the financial year of its holding company and approval of the Tribunal shall not be required.
Provided also that in case of a Specified IFSC private company, which is a subsidiary of a foreign company, the financial year of the subsidiary may be same as the financial year of its holding company and approval of the Tribunal shall not be required.
Provided that on an application made by a company or body corporate, which is a holding company or a subsidiary of a company incorporated outside India and is required to follow a different financial year for consolidation of its accounts outside India, the Tribunal may, if it is satisfied, allow any period as its financial year, whether or not that period is a year:
Provided further that a company or body corporate, existing on the commencement of this Act, shall, within a period of two years from such commencement, align its financial year as per the provisions of this clause
Provided also that in case of a Specified IFSC public company, which is a subsidiary of a foreign company, the financial year of the subsidiary may be same as the financial year of its holding company and approval of the Tribunal shall not be required.
Provided also that in case of a Specified IFSC private company, which is a subsidiary of a foreign company, the financial year of the subsidiary may be same as the financial year of its holding company and approval of the Tribunal shall not be required.
27.3.73 National Company Law Tribunal Rules, 2016
73. Application under sections 71(9), 71(10), section 73{4) or section 74(2) and,76(2)-
(1)Where a company fails to redeem the debentures or repay the deposits or any part thereof or any interest thereon, an application under sub-section (10) of section 71 or under sub-section (4) of section 73 of the Act or section 45QA of the Reserve Bank of India Act, 1934 (2 of 1934), shall be filed to the Tribunal, in in duplicate and shall be accompanied by such documents as are mentioned in , by-
(a) in case of debentures, all or any of the debenture holders concerned, or debenture trustee; or
(b) in case of deposits, all or any of the where the deposits are secured, by the depositors concerned, or deposit trustee.
(2) There shall be attached to the application, a list of depositors or debenture holders, as the case may be, setting forth the following details in respect of every such depositor or debenture holder:-
(a) full name, age, father’s/ mother’s/ spouse’s name, occupation and full residential address;
(b) fixed deposit receipt number or debenture certificate number, as the case may be;
(c) date of maturity;
(d) amount due to the person by the company;
(e) amount already paid by the company, if any;
(f) total amount due as on the date on the application: Provided that where the company is the applicant, it shall file an affidavit stating that the list of depositors or debenture holders, as the case may be, is correct, and that the estimated values as given in the list of the amount payable to such depositors or debenture holders are proper estimates of the values of such debts and claims.
(3) The Tribunal shall pass an appropriate order within a period of sixty days from the date of receipt of application under sub-rule (1):
Provided that the Tribunal shall, before making any order under this rule, give a reasonable opportunity of being heard to the company and any other person interested in the matter.
(a) The Tribunal may, if it is satisfied, on the application filed under sub-rule (1), that it is necessary so to do, to safeguard the interests of the company, the debenture holders or the depositors, as the case may be, or in the public interest, direct, by order, the company to make repayment of such deposit or debenture or part thereof forthwith or within such time and subiect to such conditions as may be specified in the order: Provided that while passing the order, the Tribunal shall consider the financial condition of the company, the amount or deposit or debenture or part thereof and the interest payable thereon.
(5) The application under sub-section (2) of section 74 and sub-section (2) of section 76 read with section 74(2) shall be in and shall accompanied with the documents as per
(6) A copy of application under sub-section (2) of section 76 and under subsection (2) of section 74 shall be served on the Regional Director and the Registrar of Companies before the date of hearing.
(7) The Registrar of Companies in consultation with Regional Director shall submit before the Tribunal, the report on the affairs of the company within thirty days from the date of the receipt of the application and Tribunal may consider any observation made by the Registrar of Companies before passing an order.
Annexure B
| S.No. | Section of the Act | Nature of Petition | Enclosures to the Petition |
| 1. | Sec. 2 (41) | Application for change in financial year | 1.Copy of the memorandum and articles of association. 2. Copy of balance sheet of companies. 3. Affidavit verifying the petition. 4. Bank draft evidencing payment of application fee. 5. Memorandum of appearance with copy of the Board Resolution or the executed Vakalatnama, as the case may be. |
| 2. | Sec. 7 (7) | Application to Tribunal where company has been incorporated by furnishing false or incorrect info or by any fraudulent action. | 1. Copy of the memorandum and articles of association. 2. Document in proof of false or incorrect information or fraudulent action. 3. Affidavit verifying the petition. 4. Bank draft evidencing payment of application fee. 5. Memorandum of appearance with copy of the Board Resolution or the executed Vakalatnama, as the case may be. |
| 3. | Sec. 14 (1) | Conversion of public company into a private company. | 1.Copy of the memorandum and articles of association. 2. Copy of the documents showing that the company ceased to become a public company. 3. Affidavit verifying the petition. 4. Bank draft evidencing payment of application fee. 5. Memorandum of appearance with copy of the Board Resolution or the executed Vakalatnama, as the case may be. |
| 4. | Sec. 55 (3) | Application for issue further redeemable preference shares. | 1. Copy of the memorandum and articles of association. 2. Documents showing the terms of issue of the existing preference shares. 3. Copy of the Board Resolution and resolution of general meeting for issue of further redeemable preference shares. 4. Copy of the latest audited balance sheet with the profit and loss account of the company with auditor’s report and director’s report. 5. Affidavit verifying the petition. 6. Bank draft evidencing payment of application fee. 7. Memorandum of appearance with copy of the Board Resolution or the executed Vakalatnama, as the case may be. |
| 5. | Sec. 58 (3) or 59 | Appeal against refusal of registration of shares; or Appeal for rectification of register of member. | Where the company is the petitioner. 1. Copy of the memorandum and articles of association 2. Latest audited balance-sheet and profit and loss account, auditor’s report and director’s report. 3. Authenticated copy of the extract of the Register of Members. 4. Copy of the resolution of the Board or Committee of Directors (where applicable) 5. Any other relevant documents. 6. Affidavit verifying the petition. 7. Bank draft evidencing payment of application fee. 8. Memorandum of appearance with copy of the Board Resolution or the executed Vakalatnama, as the case may be. 9. Two extra copies of the petition. Where the petition is made by any other person. 1. Documentary evidence in support of the statements made in the petition including the copy of the letter written by the petitioner to the company for purpose of registering the transfer of, or the transmission of the right to, any share, or interest in, or debentures as also a copy of the letter of refusal of the company. 2. Copies of the documents returned by the company. 3. Any other relevant document. 4. Affidavit verifying the petition. 5. Bank draft evidencing payment of application fee. 6. Memorandum of appearance with copy of the Board’s Resolution or the executed Vakalatnama, as the case may be. 7. Two extra copies of the petition. |
| 6. | Sec. 61 (1) | Application to Tribunal for consolidation and division of share capital. | 1. Copies of memorandum and articles of association; 2. Copies of audited balance sheets for past 3 years; 3. Resolution for allowing such consolidation or division and providing justification for the same; 4. Documents in proof of new capital structure and class of shares being consolidated or divided; 5. Affidavit verifying the petition. 6. Bank draft evidencing payment of application fee. 7. Memorandum of appearance with copy of the Board’s Resolution or the executed Vakalatnama, as the case may be. 8. Two extra copies of the application 9. Any other relevant documents. |
| 7. | Sec. 73 (4) | Application by repayment of deposit or interest. | 1. Copy of the deposit receipt 2. Copy of the correspondence exchanged with the company. 3. Bank draft evidencing payment of application fee. 4. Any other relevant document. |
| 8. | Sec. 74 (2) | Application to allow further time as considered reasonable to the company to repay deposits. | 1. Names and addresses of the officers of the company. 2. Full details of 3. Reasons for nonpayment or late payment. 4. Annual Reports for the last three years. 5. Projection and cash flow statement for the next three financial years duly certified by Statutory Auditors of the company. 6. Any other relevant document |
| 9. | Sec. 97 (1) | Application for calling of Annual General meeting. | 1. Affidavit verifying the petition. 2. Bank draft evidencing payment of application fee. 3. Any other relevant document. |
| 10. | Sec. 98 (1) | Application for calling of general meeting of company other than annual general meeting | 1. Documentary evidence in proof of status of the applicant. 2. Affidavit verifying the petition. 3. Bank draft evidencing payment of application fee. 4. Memorandum of appearance with copy of the Board’s Resolution or the executed Vakalatnama, as the case may be. 5. Any other relevant document |
| 11. | Sec. 119 (4) | Petition to pass an order directing immediate inspection of minutes books or directing a copy thereof be sent forthwith to person requiring it. | 1. Documentary evidence, if any, showing the refusal of the company to give inspection to the petitioner. 2. Affidavit verifying the petition. 3. Bank draftevidencing payment of application fee. 4. Memorandum of appearance with copy of the Board’s Resolution or the executed Vakalatnama, as the case may be. 5. Any other relevant document. |
| 12. | Sec. 131 (1) | Application by company for voluntary revision of financial statement on Board's report. | 1. Audited Financial statements of relevant period; 2. Copies of memorandum and articles of association. 3. The details of the Managing Director, Chief Financial Officer, directors, Company Secretary and officer of the company responsible for making and maintaining such books of accounts and financial statement. 3. Where such accounts are audited, documents in proof of the name and contact details of the auditor or any former auditor who audited such accounts. 4. Copy of the Board resolution passed by the Board of Directors. 5. Affidavit verifying the petition. 6. Bank draft evidencing payment of application fee. 7. Memorandum of appearance with copy of the Board’s Resolution or the executed Vakalatnama, as the case may be. 8. Any other relevant document. |
| 12. A (Inserted vide NCLT Amendment Rules,2020 dated 03.02.2020) | Sec 230 (12) | Application in cases of takeover offer of companies which are not listed. | 1. Affidavit verifying the petition 2. Memorandum of appearance with copy of the Board's Resolution or the executed vakalatnama, as the case may be. 3. Documents in support of the grievance against the takeover. 4. Any other relevant document. |
| 13. (Inserted vide NCLT Amendment Rules,2016) | - | Wherever no document is prescribed to be attached with the application or petition, documents as mentioned in next column may be attached, as applicable. | 1. Document and/or other evidence in support of the statement made in the application or appeal or petition, as are reasonably open to the petitioner(s); 2. Documentary evidence in proof of the eligibility and status of the petitioner(s) with the voting power held by each of them, wherever applicable; 3. Where the petition is presented on behalf of members, the letter of consent given by them, if applicable; 4. Statement of particulars, showing names, address, number of shares held, and whether all calls and other monies due on shares have been paid in respect of members who have given consent to the petition being presented on their behalf; 5. Where the petition is presented by a member or members authorised by the Central Government, the order of the Central Government authorising the officer(s) or member or members to present the petition shall be similarly annexed to the petition; 6. Affidavit verifying the petition; 7. Evidence regarding payment of fee; 8. Memorandum of appearance with copy of the Board Resolution or the vakalatnama, as the case may be; 9. Three copies of the petition; and 10. Any other documents in support of the case. |
5.1.10-Companies (Acceptance of Deposits) Rules, 2014
10. Form of application for deposits.-
(1) On and from the commencement of these rules, no company shall accept, or renew any deposit, whether secured or unsecured, unless an application, in such form as specified by the company, is submitted by the intending depositor for the acceptance of such deposit.
(2) The form of application referred to in sub-rule (1) shall contain a declaration by the intending depositor to the effect that the deposit is not being made out of any money borrowed by him from any other person.
5.1.11-Companies (Acceptance of Deposits) Rules, 2014
11. Power to nominate.-
Every depositor may, at any time, nominate any person to whom his deposits shall vest in the event of his death and the provisions of section 72 shall, as far as may be, apply to the nomination made under this rule.
5.1.12-Companies (Acceptance of Deposits) Rules, 2014
12. Furnishing of deposit receipts to depositors.-
(1) Every company shall, on the acceptance or renewal of a deposit, furnish to the depositor or his agent a receipt for the amount received by the company, within a period of twenty one days from the date of receipt of money or realisation of cheque or date of renewal.
(2) The receipt referred to in sub-rule (1) shall be signed by an officer of the company duly by the Board in this behalf and shall state the date of deposit, the name and address of the depositor, the amount received by the company as deposit, the rate of interest payable thereon and the date on which the deposit is repayable.
5.1.13-Companies (Acceptance of Deposits) Rules, 2014
13. Maintenance of liquid assets and creation of deposit repayment reserve account.-
Every company referred to in sub-section (2) of section 73 and every eligible company shall on or before the of each year deposit the sum as specified in clause (c) of the said sub-section with any scheduled bank and the amount so deposited shall not be utilised for any purpose other than for the repayment of deposits:
the amount remaining deposited shall not at any time fall below twenty per cent. of the amount of deposits maturing during the financial year.
Provided that the amount remaining deposited shall not at any time fall below fifteen per cent. of the amount of deposits maturing, until the end of the current financial year and the next financial year
5.1.14-Companies (Acceptance of Deposits) Rules, 2014
14. Registers of deposits.-
(1) Every company accepting deposits shall maintain at its registered office one or more separate registers for deposits accepted or renewed, in which there shall be entered separately in the case of each depositor the following particulars, namely:—
(a) name, address and PAN of the depositor/s
(b) particulars of guardian, in case of a minor;
(c) particulars of the nominee;
(d) deposit receipt number;
(e) date and the amount of each deposit;
(f) duration of the deposit and the date on which each deposit is repayable;
(g) rate of interest or such deposits to be payable to the depositor;
(h) due date for payment of interest;
(i) mandate and instructions for payment of interest and for non-deduction of tax at source, if any;
(j) date or dates on which the payment of interest shall be made;
(l) particulars of security or charge created for repayment of deposits;
(m) any other relevant particulars;
(2) The entries specified in sub-rule (1) shall be made within seven days from the date of issuance of the receipt duly authenticated by a director or secretary of the company or by any other officer authorised by the Board for this purpose.
(3) The register referred to in sub-rule (1) shall be preserved in good order for a period of not less than eight years from the financial year in which the latest entry is made in the register.
5.1.15-Companies (Acceptance of Deposits) Rules, 2014
15. General provisions regarding premature repayment of deposits.-
Where a company makes a repayment of deposits, on the request of the depositor, after the expiry of a period of six months from the date of such deposit but before the expiry of the period for which such deposit was accepted, the rate of interest payable on such deposit shall be reduced by one per cent. from the rate which the company would have paid had the deposit been accented for the period for which such deposit had actually run and the company shall not pay interest at any rate higher than the rate so reduced :
Provided that nothing contained in this rule shall apply to the repayment of any deposit before the expiry of the period for which such deposit was accepted by the company, if such repayment is made solely for the purpose of—
(a) complying with the provisions of rule 3; or
(b) providing war risk or other related benefits to the personnel of the naval, military or air forces or to their families, on an application made by the associations or societies formed by such personnel, during the period of emergency declared under article 352 of the Constitution:
Provided further that where a company referred to in under sub-section (2) of section 73 or any eligible company permits a depositor to renew his deposit, before the expiry of the period for which such deposit was accepted by the company, for availing of a higher rate of interest, the company shall pay interest to such depositor at the higher rate if such deposit is renewed in accordance with the other provisions of these rules and for a period longer than the unexpired period of the deposit.
Explanation: For the purposes of this rule, where the period for which the deposit had run contains any part of a year, then, if such part is less than six months, it shall be excluded and if such part is six months or more, it shall be reckoned as one year.
5.1.16-Companies (Acceptance of Deposits) Rules, 2014
16. Return of deposits to be filed with the Registrar.-
Every company to which these rules apply, shall on or before the 30th day of June, of every year, file with the Registrar, a return in along with the fee as provided in Companies (Registration Offices and Fees) Rules, 2014 and furnish the information contained therein as on the 3Ist day of March of that year .
It is hereby clarified that 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.
(1) Every company, other than a private company, shall disclose in its financial statement, by way of notes, about the money received from the director.
(2) Every private company shall disclose in its financial statement, by way of notes, about the money received from the directors, or relatives of directors.
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 01st April, 2014 to the date of publication of this notification in the Official Gazette, as specified in within along with fee as provided in the Companies (Registration Offices and Fees) Rules, 2014.
- Refer MCA Circular dated 21.06.2023 regarding Relaxation in paying additional fees in case of delay in filing DPT- 3 for Financial Year ended on 31st March 2023 up to 31st July 2023. To view the circular, Click here.
- Form DPT-3 substituted vide MCA Notification dated 29.08.2022. To view the return, Click Here.
- To view the return,Click Here
- Refer MCA Circular dated 21.06.2023 regarding Relaxation in paying additional fees in case of delay in filing DPT- 3 for Financial Year ended on 31st March 2023 up to 31st July 2023. To view the circular, Click here.
- Inserted vide MCA Notification dated 29.08.2022. To view the notification, Click Here.
- Refer MCA Circular dated 21.06.2023 regarding Relaxation in paying additional fees in case of delay in filing DPT- 3 for Financial Year ended on 31st March 2023 up to 31st July 2023. To view the circular, Click here.
- Form DPT-3 substituted vide MCA Notification dated 29.08.2022. To view the return, Click Here.
- To view the return,Click Here
5.1.17 -Companies (Acceptance of Deposits) Rules, 2014
17. Penal rate of interest.-
Every company shall pay a penal rate of interest of eighteen per cent. per annum for the overdue period in case of deposits, whether secured or unsecured, matured and claimed but remaining unpaid
5.1.18 -Companies (Acceptance of Deposits) Rules, 2014
18. Power of Central Government to decide certain questions.-
If any question arises as to the applicability of these rules to a particular company, such question shall be decided by the Central Government in consultation with the Reserve Bank of India.
5.1.19-Companies (Acceptance of Deposits) Rules, 2014
19. Applicability of sections 73 and 74 to eligible companies.-
Pursuant to provisions of sub-section (2) of section 76 of the Act, the provisions of sections73 and 74 shall, mutatis mutandis, apply to acceptance of deposits from public by eligible companies.
Explanation.- For the purposes of this rule, it is hereby clarified that in case of a company which had accepted or invited public deposits under the relevant provisions of the Companies Act, 1956 and rules made under that Act (hereinafter known as “Earlier Deposits”) and has been repaying such deposits and interest thereon in accordance with such provisions, the provisions of clause (b) of sub-section (1) of section 74 of the Act shall be deemed to have been complied with if the company complies with requirements under the Act and these rules and continues to repay such deposits and interest due thereon on due dates for the remaining period of such deposit in accordance with the terms and conditions and period of such Earlier Deposits and in compliance with the requirements under the Act and these rules;
Provided further that the fresh deposits by every eligible company shall have to be in accordance with the provisions of Chapter V of the Act and these rules;
5.1.20-Companies (Acceptance of Deposits) Rules, 2014
20. Statement regarding deposits existing as on the date of commencement of
the Act.-
For the purposes of clause (a) of sub-section (1) of section 74, the statement shall be in
- Form DPT-4 substituted vide MCA Notification dated 29.08.2022. To view the return, Click Here.
- Date for filing Form DPT-4 extended upto 31 August 2014 by circular 27/2014 dated 30 June 2014.To view the clarification,Click Here. To view the return,Click Here
5.1.21-Companies (Acceptance of Deposits) Rules, 2014
21. Punishment for contravention.-
If any company referred to in sub-section (2) of section 73 or any eligible company inviting deposits or any other person contravenes any provision of these rules for which no
punishment is provided in the Act, the company and every officer of the company who is in default shall be punishable with fine which may extend to five thousand rupees and where the contravention is a continuing one, with a further fine which may extend to five hundred rupees for every day after the first day during which the contravention continues.
5.1.3-Companies (Acceptance of Deposits) Rules, 2014
3. Terms and conditions of acceptance of deposits by companies.-
(1) On and from the commencement of these rules,—
(a) no company referred to in sub-section (2) of section 73 and no eligible company shall accept or renew any deposit, whether secured or unsecured, which is repayable on demand or upon receiving a notice within a period of less than six months or more than thirty-six months from the date of acceptance or renewal of such deposit:
Provided that a company may, for the purpose of meeting any of its short-term requirements of funds, accept or renew such deposits for repayment earlier than six months from the date of deposit or renewal, as the case may be, subject to the condition that-
(a) such deposits shall not exceed ten per cent. of the aggregate of the paid up share capital, free reserves of the company and , and
(b) such deposits are repayable not earlier than three months from the date of such deposits or renewal thereof.
(2) Where depositors so desire, deposits may be accepted in joint names not exceeding three, with or without any of the clauses, namely, “Jointly”, “Either or Survivor”, “First named or Survivor”, “Anyone or Survivor”.
(3) No company referred to in sub-section (2) of section 73 shall accept or renew any deposit from its members, if the amount of such deposits together with the amount of other deposits outstanding as on the date of acceptance or renewal of such deposits exceeds twenty five per cent. of the aggregate of the paid-up share capital and free reserves of the company.
a Specified IFSC Public company and a private company may accept from its members monies not exceeding one hundred per cent. of aggregate of the paid up share capital, free reserves and securities premium account and such company shall file the details of monies so accepted to the Registrar in
Explanation.—For the purpose of this rule, a Specified IFSC Public company means an unlisted public company which is licensed to operate by the Reserve Bank of India or the Securities and Exchange Board of India or the Insurance Regulatory and Development Authority of India from the International Financial Services Centre located in an approved multi services Special Economic Zone set-up under the Special Economic Zones Act, 2005 (28 of 2005) read with the Special Economic Zones Rules, 2006:
Provided further that the maximum limit in respect of deposits to be accepted from members shall not apply to following classes of private companies, namely:—
(i) a private company which is a start-up, for five years from the date of its incorporation;
(ii) a private company which fulfills all of the following conditions, namely:—
(a) which is not an associate or a subsidiary company of any other company;
(b) the borrowings of such a company from banks or financial institutions or any body corporate is less than twice of its paid up share capital or fifty crore rupees, whichever is less ; and
(c) such a company has not defaulted in the repayment of such borrowings subsisting at the time of accepting deposits under section 73:
Provided also that all the companies accepting deposits shall file the details of monies so accepted to the Registrar in
(4) No eligible company shall accept or renew-
(a) any deposit from its members, if the amount of such deposit together with the amount of deposits outstanding as on the date of acceptance or renewal of such deposits from members exceeds ten per cent. of the aggregate of the paid-up share capital and free reserves of the company;
(b) any other deposit, if the amount of such deposit together with the amount of such other deposits, other than the deposit referred to in clause (a), outstanding on the date of acceptance or renewal exceeds twenty-five per cent. of aggregate of the paid-up share capital and free reserves of the company.
(5) No Government company eligible to accept deposits under section 76 shall accept or renew any deposit, if the amount of such deposits together with the amount of other deposits outstanding as on the date of acceptance or renewal exceeds thirty five per cent. of the aggregate of its paid up share capital, free reserves and of the company.
(6) No company referred to in sub-section (2) of section 73 or any eligible company shall invite or accept or renew any deposit in any form, carrying a rate of interest or pay brokerage thereon at a rate exceeding the maximum rate of interest or brokerage prescribed by the Reserve Bank of India for acceptance of deposits by non-banking financial companies.
Explanation:- For the purposes of this sub-rule, it is hereby clarified that the person who is authorised, in writing, by a company to solicit deposits on its behalf and through whom deposits are actually procured shall only be entitled to the brokerage and payment of brokerage to any other person for procuring deposits shall be deemed to be in violation of these rules.
(7) The company shall not reserve to itself either directly or indirectly a right to alter, to the prejudice or disadvantage of the depositor, any of the terms and conditions of the deposit, deposit trust deed and deposit insurance contract after circular or circular in the form of advertisement is issued and deposits are accepted.
Every eligible company shall obtain, at least once in a year, credit rating for deposits accepted by it in the manner specified herein below and a copy of the rating shall be sent to the Registrar of Companies alongwith the return of deposits in Form DPT-3;
(a) Every eligible company shall obtain at least once in a year, credit rating for deposits accepted by it and a copy of the rating shall be sent to the Registrar of Companies alongwith the retum of deposits in ,
The credit rating referred to in clause (a) shall not be below the minimum investment grade rating or other specified credit rating for fixed deposits, from any one of the approved credit rating agencies as specified for Non-Banking Financial Companies in the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998, issued by the Reserve Bank of India, as amended from time to time
| Name of the agency | Minimum investment Grade Rating |
| (a) The Credit Rating Information Services of India Ltd. | FA- (FA Minus) |
| (b) ICRA Ltd. | MA- (MA Minus)._ |
| (c) Credit Analysis and Research Ltd. | CARE BBB(FD) |
| (d) Fitch Ratings India Private Ltd. | tA-(ind)(FD) |
| (e) Brickwork Ratings India Pvt Ltd. (Brickwork) | |
| (f) SME Rating Agency of India Ltd. | SMERA A” |
Amendment Rules, 2015. To view the notification,Click Here
2. Substituted vide the Companies (Acceptance of Deposits) Second Amendment Rules, 2017 dated 19/09/2017.To view the notification,Click Here
- Refer MCA Circular dated 21.06.2023 regarding Relaxation in paying additional fees in case of delay in filing DPT- 3 for Financial Year ended on 31st March 2023 up to 31st July 2023. To view the circular, Click here.
- MCA vide General Circular 11/2017 dated 27.09.2017 has clarified new form to be available after November, 2017. To view the circular,Click Here. To view the Return,Click Here
Amendment Rules, 2015. To view the notification,Click Here
5.1.4-Companies (Acceptance of Deposits) Rules, 2014
4. Form and particulars of advertisements or circulars.-
(1) Every company referred to in sub-section (2) of section 73 intending to invite deposit from its members shall issue a circular to all its members by registered post with acknowledgement due or speed[ post or by electronic mode in :
Provided that in addition to issue of such circular to all members in the manner specified above, the circular may be published in English language in an English newspaper and in vernacular language in a vernacular newspaper having wide circulation in the State in which the registered office of the company is situated.
a certificate of the statutory auditor of the company shall be attached in , stating that the company has not committed default in the repayment of deposits or in the payment of interest on such deposits accepted either before or after the commencement of the Act and in case a company had committed a default in the repayment of deposits accepted either before or after the commencement of the Act or in the payment of interest on such deposits, a certificate of the statutory auditor of the company shall be attached in , stating that the company had made good the default and a period of five years has lapsed since the date of making good the default as the case may be.
(2) Every eligible company intending to invite deposits shall issue a circular in the form of an advertisement in Form DPT-1 for the purpose in English language in an English newspaper and in vernacular language in one vernacular newspaper having wide circulation in the State in which the registered office of the company is situated.
Every eligible company intending to invite deposits shall issue a circular in the form of an advertisement in for the purpose in English language in an English newspaper having country wide circulation and in vernacular language in a vernacular newspaper having wide circulation in the State in which the registered office of the company is situated, and shall also place such circular on the website of the company, if any
(3) Every company inviting deposits from the public shall upload a copy of the circular on its website, if any.
(4) No company shall issue or allow any other person to issue or cause to be issued on its behalf, any circular or a circular in the form of aavertisement inviting deposits, unless such circular or circular in the form of advertisement is issued on the authority and in the name of the Board of directors of the company.
(5) No circular or a circular in the form of advertisement shall be issued by or on behalf of a company unless, not less than thirty days before the date of such issue, there has been delivered to the Registrar for registration a copy thereof signed by a majority of the directors of the company as constituted at the time the Board approved the circular or circular in the form of advertisement, or their agents, duly authorised by them in writing.
(6) A circular or circular in the form of advertisement issued shall be valid until the expiry of six months from the date of closure of the financial year in which it is issued or until the date on which the financial statement is laid before the company in annual general meeting or, where the annual general meeting for any year has not been held, the latest day on which that meeting should have been held in accordance with the provisions of the Act, whichever is earlier, and a fresh circular or circular in the form of advertisement
shall be issued, in each succeeding financial year, for inviting deposits during that financial
year.
Explanation: For the purpose of this rule, the date of the issue of the newspaper in which the advertisement appears shall be taken as the date of issue of the advertisement and the effective date of issue of circular shall be the date of dispatch of the circular.
5.1.5-Companies (Acceptance of Deposits) Rules, 2014
(1) Every company referred to in sub-section (2) of section 73 and every other eligible company inviting deposits shall enter into a contract for providing deposit insurance at least thirty days before the issue of circular or advertisement or at least thirty days before the date of renewal, as the case may be.
Provided that the companies may accept the deposits without deposit insurance contract till the 31st March, 2015. (Effective till 31th March, 2015)
Provided that the companies may accept deposits without deposit insurance contract till the 31′ March, 2016 or till the availability of a deposit insurance product, whichever is earlier. (Effective till 28th June, 2015)
Provided that the companies may contract till the 31st March, 2017 or product, whichever is earlier.(Effective till 10th May, 2017)
Explanation- For the purposes of this sub-rule, the amount as specified in the deposit insurance contract shall be deemed to be the amount in respect of both principal
amount and interest due thereon.
(2) The deposit insurance contract shall specifically provide that in case the company defaults in repayment of principal amount and interest thereon, the depositor shall be entitled to the repayment of principal amount of deposits and the interest thereon by the insurer up to the aggregate monetary ceiling as specified in the contract:
Provided that in the case of any deposit and interest not exceeding twenty thousand rupees, the deposit insurance contract shall provide for payment of the full amount of the deposit and interest and in the case of any deposit and the interest thereon in excess of twenty thousand rupees, the deposit insurance contract shall provide for payment of an amount not less than twenty thousand rupees for each depositor.
(3) The amount of insurance premium paid on the insurance of such deposits shall be borne by the company itself and shall not be recovered from the depositors by deducting the same from the principal amount or interest payable thereon.
(4) If any default is made by the company in complying with the terms and conditions of the deposit insurance contract which makes the insurance cover ineffective, the company shall either rectify the default immediately or enter into a fresh contract within thirty days and in case of non-compliance, the amount of deposits covered under the deposit insurance contract and interest payable thereon shall be repaid within the next fifteen days and if such a company does not repay the amount of deposits within said fifteen days it shall pay fifteen per cent. interest per annum for the period of delay and shall be treated as having defaulted and shall be liable to be punished in accordance with the provisions of the Act.
5.1.6-Companies (Acceptance of Deposits) Rules, 2014
6. Creation of security.-
(1) For the purposes of providing security, every company referred to in sub-section (2) of section 73 and every eligible company inviting secured deposits shall provide for security by way of a charge on its assets as referred to in Schedule III of the Act excluding intangible assets of the company for the due repayment of the amount of deposit and interest thereon for an amount which shall not be less than the amount remaining unsecured by the deposit insurance:
Provided that in the case of deposits which are secured by the charge on the assets referred to in Schedule III of the Act excluding intangible assets, the amount of such deposits and the interest payable thereon shall not exceed the market value of such assets as assessed by a registered valuer.
Explanation. I – For the purposes of this sub-rule it is clarified that the company shall ensure that the total value of the security either by way of deposit insurance or by way of charge or by both on company’s assets shall not be less than the amount of deposits accepted and the interest payable thereon.
Explanation. II– For the purposes of proviso to sub-clause (ix) of clause (c) of sub-rule (1) of rule 2 and this sub-rule, it is hereby clarified that pending notification of sub-section (1) of section 247 of the Act and finalisation of qualifications and experience of valuers, valuation of stocks, shares, debentures, securities etc. shall be conducted by an independent merchant banker who is registered with the Securities and Exchange Board of India or an independent chartered accountant in practice having a minimum
experience of ten years.
(2) The security (not being in the nature of a pledge) for deposits as specified in subrule (1) shall be created in favour of a trustee for the depositors on:
(a) specific movable property of the company, or
(b) specific immovable property of the company wherever situated, or any interest therein.
5.1.7-Companies (Acceptance of Deposits) Rules, 2014
7. Appointment of trustee for depositors.-
(1) No company referred to in sub-section (2) of section 73 or any eligible company shall issue a circular or advertisement inviting secured deposits unless the company has appointed one or more trustees for depositors for creating security for the deposits:
Provided that a written consent shall be obtained from the trustee for depositors before their appointment and a statement shall appear in the circular or circular in the form of advertisement with reasonable prominence to the effect that the trustees for depositors have given their consent to the company to be so appointed.
(2) The company shall execute a deposit trust deed in at least seven days before issuing the circular or circular in the form of advertisement.
(3) No person including a company that is in the business of providing trusteeship services shall be appointed as a trustee for the depositors, if the proposed trustee –
(a) is a director, key managerial personnel or any other officer or an employee of the company or of its holding, subsidiary or or a depositor in the company;
(b) is indebted to the company, or its subsidiary or its holding or associate company or a subsidiary of such holding company;
(c) has any material pecuniary relationship with the company;
(d) has entered into any guarantee arrangement in respect of principal debts secured by the deposits or interest thereon;
(e) is related to any person specified in clause (a) above.
(4) No trustee for depositors shall be removed from office after the issue of circular or advertisement and before the expiry of his term except with the consent of all the directors present at a meeting of the board.
Provided that in case the company is required to have independent directors, at least one independent director shall be present in such meeting of the Board
Explanation.—For the purpose of this clause—
(a) the expression “significant influence” means control of at least twenty per cent. of total voting power, or control of or participation in business decisions under an agreement;
(b) the expression “joint venture” means a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement;
5.1.8-Companies (Acceptance of Deposits) Rules, 2014
8. Duties of trustees.-
It shall be the duty of every trustee for depositors to-
(a) ensure that the assets of the company on which charge is created together with the amount of deposit insurance are sufficient to cover the repayment of the principal amount of secured deposits outstanding and interest accrued thereon;
(b) satisfy himself that the circular or advertisement inviting deposits does not contain any information which is inconsistent with the terms of the deposit scheme or with the trust deed and is in compliance with the rules and provisions of the Act;
(c) ensure that the company does not commit any breach of covenants andprovisions of the trust deed;
(d) take such reasonable steps as may be necessary to procure a remedy for any breach of covenants of the trust deed or the terms of invitation of deposits;
(e) take steps to call a meeting of the holders of depositors as and when such meeting is required to be held;
(f) supervise the implementation of the conditions regarding creation of security for deposits and the terms of deposit insurance;
(g) do such acts as are necessary in the event the security becomes enforceable;
(h) carry out such acts as are necessary for the protection of the interest of depositors and to resolve their grievances.
5.1.9-Companies (Acceptance of Deposits) Rules, 2014
9. Meeting of depositors.-
The trustee for depositors shall call a meeting of all the depositors on-
(a) requisition in writing signed by at least one-tenth of the depositors in value for the time being outstanding;
(b) the happening of any event, which constitutes a default or which, in the opinion of the trustee for depositors, affects the interest of the depositors.
Companies (Removal of Difficulties) Second Order, 2014 [S.O. 1428 (E)] dated 02/06/2014
Commencement Notification dated 05.07.2018 w.e.f., 15.08.2018
Companies (Acceptance of Deposits) Amendment Rules, 2015 [GSR 241(E)] dated 31/03/2015
Companies (Acceptance of Deposits) Amendment Rules, 2016 dated 29/06/2016
Companies (Acceptance of Deposits) Amendment Rules, 2017 [GSR 454(E)] dated 11/05/2017
Companies (Acceptance of Deposits) Amendment Rules, 2020 dated 07.09.2020
Companies (Acceptance of Deposits) Second Amendment Rules, 2015,
Companies (Acceptance of Deposits) Second Amendment Rules, 2017 [GSR 1172(E)] dated 19/09/2017
Enforcement Notification S.O. 902(E) dated 26/03/2014
Exemption to Specified IFSC Public company [GSR 08(E)] dated 04/01/2017
Exemptions to Private Companies [Amendment to GSR 464(E)] dated 13/06/2017
Exemptions to private companies [GSR 464 (E)] dated 05/06/2015
National Company Law Tribunal (Amendment) Rules, 2016 [G.S.R 1159(E)] dated 20/12/2016
The Companies (Acceptance of Deposits) Amendment Rules, 2018 dated 5.07.2018 w.e.f., 15.08.2018
The Companies (Acceptance of Deposits) Amendment Rules, 2019 dated 22.01.2019
The Companies (Acceptance of Deposits) Second Amendment Rules, 2019 dated 30.04.2019
The Companies (Amendment) Act, 2017 (Effective from 03.01.2018)
Circular on filing of one time return in DPT -3 Form dated 12.04.2019
Clarification dated 19.06.2020 with regard to creation of deposit repayment reserve of 20% u/s. 73 (2) (C) of the Companies Act, 2013 and to invest or deposit 15% of amount of debentures u/r.18 of Companies (Share capital and Debentures) Rules 2014 – COVID-19 -Extension of time-regarding.
Clarification dated 29.09.2020 with regard to creation of DRR of 20% u/s. 73(2)(C) of Companies Act, 2013 and to invest or deposit 15% of amount of debentures u/r. 18 of Companies (Share Capital and Debentures) Rules, 2014 – COVID 19 – Extension of time
General Circular 05/2015
General Circular 11/2017
General Circular 27/2014
MCA Circular dated 24.03.2020 on Special Measures under CA-2013 and LLP Act, 2008 in view of COVID-19 outbreak
DPT-3 Return of deposits (Effective from 19.09.2017 till 14.08.2018)
Form DPT 1 (Effective from 15.08.2018)
Form DPT-1
CIRCULAR OR CIRCULAR IN THE FORM OF ADVERTISEMENT INVITING DEPOSITS
[Pursuant to section 73 (2)(a) and section 76 and rule 4(1) and 4(2) of the Companies (Acceptance of Deposits) Rule, 2014]
Form DPT-1 Circular or Circular in the form of advertisement inviting Deposits (effective till 14.08.2018)
FORM DPT.1
CIRCULAR OR CIRCULAR IN THE FORM OF ADVERTISEMENT INVITING DEPOSITS
[Pursuant to section 73 (2)(v) and section 76 and rule 4(1) and 4(2) of the Companies (Acceptance of Deposits) Rules, 2014]
The circular or circular in the form of advertisement shall contain the following:
1.GENERAL INFORMATION
(a) Name, address, website and other contact details of the company;
(b) Date of incorporation of the company;
(c) Business carried on by the company and its subsidiaries with the details of branches or units, if any;
(d) Brief particulars of the management of the company;
(e) Names, addresses, DIN and occupations of the directors;
(f) Management’s perception of risk factors;
(g) Details of default, including the amount involved, duration of default and present status, in repayment of-
i) statutory dues;
ii) debentures and interest thereon;
iii) loan from any bank or financial institution and interest thereon.
2. PARTICULARS OF THE DEPOSIT SCHEME
(a) Date of passing of board resolution;
(b) Date of passing of resolution in the general meeting authorizing the invitation of such deposits;
(c) Type of deposits, i.e., whether secured or unsecured;
(d) Amount which the company can raise by way of deposits as per the Act and the rules made there under, and the aggregate of deposits actually held on the last day of the immediately preceding financial year and on the date of issue of the Circular or advertisement and amount of deposit proposed to be raised and amount of deposit repayable within the next twelve months;
(e) Terms of raising of deposits : Duration, Rate of interest, mode of payment and repayment;
(f) Proposed time schedule mentioning the date of opening of the Scheme and the time period for which the circular or advertisement is valid;
(g)Reasons or objects of raising the deposits;
(h) Credit rating obtained; Name of the Credit Rating Agencies, Rating obtained, Meaning of the rating obtained, Date on which rating was obtained.
(i) Extent of deposit insurance; Name of the Insurance Company, terms of the insurance coverage, duration of coverage,extent of coverage, procedure for claim in case of default etc.
(j) Short particulars of the charge created or to be created for securing such deposits, if any;
(k) Any financial or other material interest of the directors, promoters or key managerial personnel in such deposits and the effect of such interest in so far as it is different from the interests of other persons.
3. DETAILS OF ANY OUTSTAYING DEPOSITS
(a) Amount Outstanding;
(b) Date of acceptance;
(c) Total amount accepted:
(d) Rate of interest;
(e) Total number of depositors;
(f) Default, if any, in repayment of deposits and payment of interest thereon, if any, including number of depositors, amount and duration of default involved;
(g) Any waiver by the depositors, of interest accrued oil deposits;
4. FINANCIAL POSITION OF THE COMPANY
(a) Profits of the company, before and after making provision for tax, for the three financial years immediately preceding the date of issue of circular or advertisement;
(b) Dividends declared by the company in respect of the said three financial years; interest coverage ratio for last three years (Cash profit after tax plus interest paid or interest paid)
(c) A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of issue of circular or advertisement;
(d) Audited Cash Flow Statement for the three years immediately preceding the date of issue of circular or advertisement;
(e) Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company.
5. A DECLARATION BY THE DIRECTORS THAT-
(a) the company has not defaulted in the repayment of deposits accepted either before or after the commencement of the Act or payment of interest there on;
(b) the board of directors have satisfied themselves fully with respect to the affairs and prospects of the company and that they are of the opinion that having regard to the estimated future financial position of the company, the company will be able to meet its liabilities as and when they become due and that the company will not become insolvent within a period of one year from the date of issue of the circular or advertisement;
(c) the company has complied with the provisions of the Act and the rules made there under;
(d) the compliance with the Act and the rules does not imply that repayment of deposits is guaranteed by the Central Government;
(e) the deposits accepted by the company before the commencement of the Act have been repaid (or will be repaid along with interest with in days (days to be specified) and until they are repaid, they shall be treated as unsecured and ranking pari passu with other unsecured liabilities).
(f) In case of any adverse change in credit rating, depositors will be given a chance to withdraw deposits without any penalty.
(g) the deposits shall be used only for the purposes indicated in the Circular or circular in the form of advertisement;
(h) the deposits accepted by the company (other than the secured deposits, if any, aggregate amount of which to be indicated) are unsecured and rank pari passu with other unsecured liabilities of the company.
It is to be distinctly understood that filing of circular or circular in the Form of advertisement with the Registrar should not in any way be deemed or construed that the same has been cleared or approved by the Registrar or Central Government. The Registrar or Central Government does not take any responsibility either for the financial soundness of any deposit scheme or which the deposit is being accepted or invited or for the correctness of the statements made or opinions expressed in the circular or circular in the Form of advertisement. The depositors should exercise due diligence before investing in the deposits schemes.
Form DPT-2 Deposit Trust Deed
Form DPT-3 (Effective from 15.08.2018)
Form DPT-3 [Substituted vide Companies (Acceptance of Deposits) Amendment Rules, 2019 dated 22.01.2019]
Form DPT-3 Return of deposits
Form DPT-4 Statement regarding deposits existing on the commencement of the Act