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Amendments relating to one-time return of deposits

Amendments relating to one-time return of deposits

On 22 January 2019, the Ministry of Corporate Affairs (MCA) through its notification issued the Companies (Acceptance of Deposits) Amendment Rules, 2019 which made certain amendments to the Companies (Acceptance of Deposits) Rules, 2014 (Deposit Rules).

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Background
On 22 January 2019, the Ministry of Corporate Affairs (MCA) through its notification issued the Companies (Acceptance of Deposits) Amendment Rules, 2019 which made certain amendments to the Companies (Acceptance of Deposits) Rules, 2014 (Deposit Rules). The amendments came into force from the date of their publication in the official gazette i.e. 22 January 2019.

Following amendments have been issued related to return of deposits.

  • Mandatory filing for transactions not regarded as deposits (Rule 16): The amendments to the Deposit Rules have inserted an explanation which clarifies that Form DPT-3 (return of deposits) should be used for filing:
    A return of deposit
    b) Particulars of a transaction not considered as deposit or
    c) Both
    by every company, other than a government company.
    (Emphasis added to highlight the change)
    The form should be filed with the Registrar of Companies (ROC) on or before 30 June, of every year (comprising information contained therein as on 31 March of that year duly audited by the auditor of the company).
  • One-time return for outstanding receipts not considered as deposits (Rule 16A): The amendments inserted a new provision which requires every company (other than a government company) to file with the ROC a one-time return in Form DPT-3 for receipt of money/loan by a company outstanding from 1 April 2014 to 22 January 2019 (i.e. date of publication of the notification in the official gazette) but not considered as deposits (as specified in Form DPT-3).
    Such a return was required to be filed by 22 April 2019 (i.e. within 90 days from the date of publication of notification in the official gazette) along with specified fees.
  • Revised Form DPT-3: A revised Form DPT-3 has been issued.

New development
The MCA through its circular dated 12 April 2019 further amended Rule 16A relating to one-time return for outstanding receipts not considered as deposits.

As per the amendment, every company (other than a government company) would need to file with the ROC a one-time return in Form DPT-3 for receipt of money/loan by a company, not considered as deposits, outstanding from 1 April 2014 to 31 March 2019. Earlier the requirement was to file one-time return for the period 1 April 2014 till 22 January 2019.

Additionally, MCA has clarified that additional fees as applicable under the Companies (Registration Offices and Fees) Rules, 2014 would be levied after 30 days from the date the new form would be deployed on the MCA portal.

Our comments
The requirement of filing one-time return in the form DPT-3 by compiling details of money or loan outstanding as on 22 January 2019 was an onerous task.

Additionally, compiling financial information upto a particular date of a month (22 January 2019) was proving difficult for many companies as financial reporting systems may not designed to produce financial data on a particular date in a month. Further, the form as at 22 January 2019 had to be filed along with an auditor’s certificate, thus adding to cost and effort for the companies.

The recent amendment changes the period for the one-time form from 22 January 2019 to 31 March 2019 (i.e. information to be provided from 1 April 2014 to 31 March 2019). The extension of period upto 31 March 2019 is likely to help companies in compiling the data from annual financial statements.

The revised DPT-3 form is not yet available on MCA portal. As there is a delay in deployment of revised DPT-3 form and in order to avoid inconvenience to stakeholders, MCA has waived additional fees on account of delay in filing of the one-time return upto 30 days from the deployment of form DPT-3 on MCA portal.

Important point to note is that Revised form DPT-3 added two new sections:

  • Point 14: This deals with total amount of outstanding money or loan received by a company but not considered as deposits (for one time return).
  • Point 15: This deals with the particulars of receipt of money or loan by a company but not considered as deposits (disaggregated information) as at the end of the financial year (for the annual return of deposits).
    Point 15 requires a disclosure of a number of financial transactions classified into 13 categories. The coverage of these transactions is quite pervasive, as it is likely to cover many financial transactions including amounts received from governments, both Indian and foreign, including government bodies, loans from banks and financial institutions, advances from customers for goods, services and property, inter-corporate receipts, proceeds from issue of commercial paper, bonds and debentures, share application money and loans from directors. Therefore, it would practically require various financial transactions of the company to be aggregated into 13 categories and related sub-categories as prescribed by the government.

Now the information for both point 14 (one time return) and point 15 (annual return of deposits) has to be complied upto 31 March 2019. However, for point 14 the amount outstanding is for the period 1 April 2014 to 31 March 2019 while for point 15, the amount outstanding is as at 31 March 2019. Therefore, if a company has receipts of money/loan falling in any of the 13 categories prior to 1 April 2014 but still outstanding on 31 March 2019, then those will be included in the disaggregated information to be provided for point 15.

The annual return of deposits has its due date as 30 June 2019. This date has not been amended by the MCA. While for one time return, earlier, MCA had provided 90 days, from the date of notification, to companies to compile the data and fill the one time return. The recent amendment on 12 April 2019 appears to have removed the 90 days period to file the one time return as it mentions that if return is filed within 30 days of the date from which the form is available on the MCA portal then there will be no levy of additional late filing fees.

While there are two filing requirements i.e. one time return and annual return of deposits, there are several overlaps in the information that is to be reported under both these forms. Therefore, in order to optimise the efforts involved in data collection, compilation of the financial information and the follow on certification by the auditors, companies should carry out a comprehensive exercise covering both these filing requirements.

To access the text of the MCA circular, please click here.

© 2019 KPMG, an Indian Registered Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved.

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