Deposits and Non-Deposit Receipts Under the Companies Act 2013: Practical Analysis of Shareholder and Director Loans with DPT-3 Reporting

1. Background and Practical Importance

Under the Companies Act 2013, the concept of “deposit” is intentionally wide. It is not confined to traditional fixed deposits received from the public. Many day-to-day funding arrangements—such as unsecured loans, temporary financial support, customer advances, and share application money—may fall within or outside the definition of “deposit” depending on the statutory exclusions.

The core compliance challenge is this:

  • Section 2(31) of the Companies Act 2013 defines “deposit” in broad terms; and
  • Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014 carves out specific categories of money that are not treated as deposits.

In particular, there is frequent confusion around loans from:

  • Directors
  • Relatives of directors
  • Friends of directors
  • Shareholders who are not directors
  • Other companies, banks and financial institutions
  • Customers (advances)
  • Persons giving share application money

Further, Form DPT-3 is not only a “return of deposits” but also a disclosure form for outstanding amounts received by a company that are classified as not considered as deposits under Rule 2(1)(c). Hence, correct classification directly affects DPT-3 reporting.

This article provides a structured, practical guide focused on:

  • What is a “deposit” under the Companies Act 2013
  • Which receipts are excluded under Rule 2(1)(c)
  • How to analyze director, shareholder and related loans
  • How to correctly reflect these items in Form DPT-3

2. Statutory Meaning of “Deposit”

2.1 Definition Under the Companies Act 2013

Section 2(31) of the Companies Act 2013 gives an expansive definition of “deposit”. It covers any amount of money received by a company:

  • As a deposit; or
  • As a loan; or
  • In any other form whatsoever,

subject to the specific carve-outs laid down in the Companies (Acceptance of Deposits) Rules, 2014.

Therefore:

  • The label used in the books—such as “unsecured loan”, “bridge funding”, “advance from member”, “support funds”, etc.—is irrelevant for legal classification.
  • What matters is who has given the money, why it was given, what the legal terms are, and whether it fits any exclusion under Rule 2(1)(c).

In practical terms, if a company receives money that is repayable at some point, it is potentially a “deposit” unless it clearly falls within one of the statutory exclusions.

2.2 Role of Rule 2(1)(c)

Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014 lists receipts that do not qualify as deposits, provided the specified conditions are observed.

Thus, whenever a company receives money, it must:

  1. Identify the category of receipt (loan from director, inter-corporate loan, bank borrowing, customer advance, etc.);
  2. Check if it matches any clause of Rule 2(1)(c);
  3. Verify if all underlying conditions (e.g., declarations, time limits, security, convertibility) are complied with; and
  4. Classify it either as a deposit or as “not considered as deposit” accordingly.

3. Loan From a Director’s Friend

Consider the following situation:

  • A private company receives ₹8 lakh for 2 years from a person who happens to be a close friend of one of its directors.
  • The amount carries interest at 10% per annum.
  • The lender is not a director and not a company, banking company or public financial institution.

Although the lender is a friend of a director, the director-specific exclusion in Rule 2(1)(c) does not extend to “friends”. Unless the transaction independently qualifies under some other exclusion (for example, as a loan from a specified institution), the amount will typically be treated as a deposit.

Key takeaway:

  • Relationship as a “friend” has no statutory relevance.
  • The director-loan exclusion strictly applies only where the lender is a director and all conditions (such as written declaration) are met.

4. Loan From a Shareholder Who Is Not a Director

Where an assessee-company receives money from a member who is not on the Board:

  • Merely holding shares does not put the loan within the director-loan exclusion.
  • Subject to verification of any other possible exclusion, the loan will generally be treated as a deposit.

At the same time:

  • In case of private companies, certain exemptions from compliance requirements of Section 73(2) may be available if conditions are satisfied (for instance, where money accepted from members remains within specified limits).
  • However, such exemptions do not re-classify the loan as “not a deposit” under Rule 2(1)(c); they only relax some procedural requirements for accepting deposits from members.

Therefore, loans from shareholders who are not directors usually fall under the category of deposits from members and must be disclosed as such in Form DPT-3 where they remain outstanding.

5. Major Categories Excluded From “Deposit”

Rule 2(1)(c) specifies multiple types of receipts that are not treated as deposits if their respective conditions are met. Some key categories are:

  • Loan from Central Government, State Government, local authority or statutory authority – excluded if the rule-based conditions are satisfied.
  • Borrowings from a banking company – normally treated as outside the definition of deposit.
  • Loan from a public financial institution – similarly excluded where conditions are met.
  • Loan from another company – classified as “inter-corporate loan”; generally not a deposit.
  • Loan from a director, subject to director’s written declaration and other compliance – treated as not a deposit.
  • Loan from a relative of a director to a private company, with prescribed declaration – may be excluded.
  • Loan from a friend of a director – generally falls under deposits, unless another explicit exclusion is applicable.
  • Loan from a shareholder who is not a director – normally treated as deposit, unless some other exclusion applies.