Key Points about New Deposit Rules and Draft Board Resolution By CS Annu Sharma


Dear Professionals

MCA came up with a new sub-rule under Companies (Acceptance of Deposits), Rules, 2014 which says that 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 and an explanation is added in Rule 16 of Companies (Acceptance of Deposits), Rules, 2014 in e form DPT-3  as per amendment dated 22nd January, 2019.

Let’s inculcate these provisions sequentially

Deposits have been defined under the Companies Act, 2013 ("2013 Act") to include any receipt of money by way of deposit or loan or in any other form by a company. However, deposits do not include such categories of amounts as may be prescribed in consultation with the Reserve Bank of India ("RBI"). Chapter V of 2013

Who can be a “depositor”?

i) Any member of the company who has made a deposit with the company in accordance with the provisions of Section 73(2) of the Act, or

ii) Any person who has made a deposit with a public company in accordance with the provisions of Section 76 of the act.

Rule 16A (3) [Newly added sub rule] vide Companies (Acceptance Of Deposits) Amendment Rules, 2019

“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 Form DPT-3 within ninety days from the date of said publication of this notification along with fee as provided in the Companies (Registration Offices and Fees) Rules, 2014.”

Every Company, be its small company, Public company, Private Company, One Person Company shall file an e Form DPT-3 for a period from 1st April, 2014 to the date of publication of this notification i.e. 22nd Jan, 2019.

Key Points about the filing of form DPT -3

  • This e form DPT-3 is a onetime form which is for every company other than Government Company. Last date for filing new e form DPT-3 is 90 days from the date of its publication’ means 90 days from 22nd Jan, 2019, i.e. 21st April, 2019.
  • The period which is covered for filing this return is from 1st April, 2014 to 22nd Jan, 2019.
  • If a company does not accept a loan or does not have any outstanding loan, there is not need to comply with the provisions of this rule.
  • Any loan treated as Deposit or not outstanding from 1st April, 2014 to 22nd January 2019.
Explanation inserted under Rule 16 vide Companies (Acceptance Of Deposits) Amendment Rules, 2019

“It is hereby clarified that Form DPT-3 shall be used for filing return of deposit or particulars of the transaction not considered as a deposit or both by every company other than Government company.”

Every Company other than a Government Company shall file a Return of Deposit or Particulars of Transaction not considered as Deposit or Both to furnish the information contained in its Audited financials as on 31st March, of the previous financial year.

Loan exempted under deposit rules and section 73 shall be considered as particular of non-considered as a deposit. For example Loan from companies, Directors, Banks, Financial Institutions, Members etc. in short every loan taken by the company is covered in Rule 16.
SPECIMEN RESOLUTION FOR ACCEPTANCE OF DEPOSITS FROM MEMBERS AND/OR PUBLIC

RESOLVED THAT pursuant to the provisions of Section 73 and 76 of the Companies Act, 2013 (the Act) and other applicable provisions, if any, and subject to such conditions, approvals, permissions, as may be necessary, consent of the members be and is hereby accorded to the Company to invite/accept/renew/receive money by way of unsecured/secured deposits from its members and public.

RESOLVED FURTHER THAT Mr. _________, Chairman & Managing Director, be and is hereby authorized to issue the circular or circular in the form of advertisement, which has been approved by the Board of Directors of the company at their meeting held on _____ the _____ (day) of  ______ (month),  2019 (year) and which delineates the silent features of the deposit scheme of the company and other relevant particulars as prescribed by the Act and the Rules.

RESOLVED FURTHER THAT Mr. _____, Chairman & Managing Director, be and is hereby authorized to have the circular or circular in the form of advertisement, which has been duly signed by the majority of directors, filed with the Registrar of Companies______________,pursuant to the Rules, and to publish the same in English language in _____ (_____edition) and in Hindi in ________ (_____edition).

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board of Directors be and is hereby authorized to do such acts, deeds, matters and things as Board of Directors may in its absolute discretion consider necessary, proper, expedient, desirable or appropriate for such invitation/acceptance/ renewal/ receipts as aforesaid and matters incidental thereto.”

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