Advanced Clarifications, Legal Traps & Internal Audit
(Companion to Guidance Note dated 15.04.2025)
Under Section 73 of the Companies Act, 2013 & Rule 16 of the Companies (Acceptance of Deposits) Rules, 2014
This post complements the foundational DPT-3 compliance guide issued on 15.04.2025. It brings out advanced reporting nuances, legal interpretations, audit mismatches, and a comprehensive internal validation system to ensure that your DPT-3 filing for FY 2024–25 aligns with statutory disclosures, audit reports, and financial statements.
Internal Audit & Conformity Checklist (Must-Do Review Before Filing DPT-3)
| Checkpoint | Objective | Audit Reference |
|---|---|---|
| 1. Ledger Reconciliation | Ensure all loans/advances outstanding on 31.03.2025 match TB/schedules | Financials – Schedule III |
| 2. Journal Entry Loans | Identify loans booked without cash flow but with repayment terms | CARO 2020 Para 3(iii)(f) |
| 3. Accrued but Unpaid Interest | Include unpaid accrued interest in DPT-3 outstanding | Rule 16 |
| 4. Director Loan Declarations | Confirm declaration format (own funds, dated, specific) | Rule 2(1)(c)(viii) |
| 5. Advances Beyond 365/12 Months | Identify vendor/customer/property advances overdue | Rule 2(1)(c)(xii)/(xiv)/(xviii) |
| 6. Foreign Currency Receipts | ECBs/FDI/foreign group advances reconciled with FEMA & DPT-3 | FEMA ECB Guidelines |
| 7. Cross-verification with 3CD | Match disclosures under Clauses 16, 23, 27, 31 | Form 3CD |
| 8. AOC-4, CARO, Board Report Match | Ensure consistent loan reporting across filings | CARO Para 3(vi), Board Report |
| 9. Cash Flow Statement | Confirm loan movement aligns with DPT-3 reporting | Cash Flow – Financing Section |
| 10. Historic Pre-2014 Balances | Report still-unpaid legacy receipts not earlier disclosed | MCA Circular 21.02.2019 |
High-Risk Mismatch Areas — Where DPT-3 Disclosures Commonly Fail
| Disclosure Zone | Mismatch Trigger | Consequence |
|---|---|---|
| CARO Para 3(vi) | Borrowings accepted without documentation | Must be reported under DPT-3 Part II |
| 3CD Clause 31(c) | Loans from related parties not shown in DPT-3 | Section 447 exposure |
| Board Report / AOC-4 | Loans/advances reported in notes but omitted from DPT-3 | Potential MCA scrutiny |
| Director Declaration | Generic or undated | Disqualification of Rule 2(1)(c)(viii) exemption |
| Lease/Property Advances | Long-term advances shown as “Other Liabilities” | Breach of 12-month adjustment rule |
Key Legal References — Quick Statute Map
| Law / Rule | Reference | Summary Compliance Need |
|---|---|---|
| Section 73 | Companies Act, 2013 | Governs acceptance of deposits |
| Rule 2(1)(c) | Deposit Rules | Lists exempted transactions – still reportable |
| Rule 16 | Deposit Rules | Mandates annual return of exempted receipts |
| Section 76A | Companies Act | Penalty up to ₹1 crore for non-compliance |
| Section 447 | Companies Act | Punishment for fraud, incl. misreporting |
| FEMA ECB Guidelines | RBI Directions | For foreign funding disclosures |
Internal Compliance Dashboard — Board/Audit Committee Review Sheet
| Item | Reviewed (✅/❌) | Any Mismatch? | Remarks |
|---|---|---|---|
| Director Loans | ✅/❌ | Yes/No | Declaration reviewed |
| Inter-corporate Loans | ✅/❌ | Yes/No | JE entries confirmed |
| Foreign Group Advances | ✅/❌ | Yes/No | FEMA form filed |
| Customer Advances > 365 days | ✅/❌ | Yes/No | Pending refund |
| Trade Advances (Vendors) | ✅/❌ | Yes/No | Proper agreement? |
| Accrued Interest | ✅/❌ | Yes/No | Included in DPT-3 |
| 3CD Clause 31 | ✅/❌ | Yes/No | Matched to DPT-3 |
| CARO Report | ✅/❌ | Yes/No | Verified for loan coverage |
Reporting Format — DPT-3 Disclosure Template (FY 2024–25)
| S. No. | Lender | Nature of Receipt | Rule Clause | Amount incl. Interest | Document/Declaration | Remarks |
|---|---|---|---|---|---|---|
| 1 | Mr. A (Director) | Loan (Own Funds) | 2(1)(c)(viii) | ₹10,50,000 | Dated declaration | Validated bank trail |
| 2 | XYZ Pvt Ltd | Inter-Co Loan | 2(1)(c)(vi) | ₹25,00,000 | Loan Agreement | Via journal entry |
| 3 | ABC Inc. (Foreign Parent) | Advance (FDI) | 2(1)(c)(ix) | ₹5,00,000 | FDI Return filed | Pending refund |
| 4 | Customer X | Advance (Cancelled Order) | 2(1)(c)(xii) | ₹75,000 | Invoice + ledger note | >365 days unrefunded |
| 5 | Mr. B (Director) | Journal Loan | 2(1)(c)(viii) | ₹2,00,000 | Declaration missing | At risk of reclassification |
Additional Clarifications
1. Convertible Notes
Report if not converted to equity within 5 years.
Ref: Rule 2(1)(c)(xvii), DPIIT Notifications.
2. Section 8 Companies
No general exemption. If liability exists, DPT-3 must be filed.
Ref: No 462 Notification exemption.
3. Expired Contracts/Advances
If advance relates to expired contract or lease, and still pending — report under Part II.
Filing Deadline & Risk Reminder
🗓 Due Date: 30 June 2025
❗ Non-Compliance Penalties:
Up to ₹1 crore or twice the amount involved (Section 76A)
Officer-level liability (Section 447 - Fraud)
Even if your company has not accepted formal deposits, any outstanding amounts falling under Rule 2(1)(c) must be reported in Part II of Form DPT-3.
This post is your Part II companion to the earlier issued guidance on 15.04.2025 — read both together for 360° compliance.
