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CRITICAL ISSUES IN FORM DPT 3 & MSME E FORM IPRESENTATION BY
CS. NITHYA PASUPATHY
Our activity
TOPIC OF THE DAY
REGULATORY FRAMEWORK & CRITICAL ISSUES ON
DPT- 3
REGULATORY FRAMEWORK & CRITICAL ISSUES ON
MSME & ITS FILING
FLOOR PARTICIPATION
TODAYS’ DELIBERATION
REGULATORY FRAMEWORK
Section 73 to 76 of Companies Act, 2013 –
Companies (Acceptance of Deposit) Rules, 2014
Exemption Notification for Private Limited Companies dated 5th June, 2015.- Limits
Notification dated 13th June, 2017 superseding limits for private cos
Exempted Deposits – Rule 2 (1) (C)
WHAT IS EXEMPTED DEPOSITS – RULE 2(1) (C)
Deposit means Money received by way of deposit / loan in any form but does not include any amount from:
CG, SG, foreign Governments/ banks etc.,
Loan from banking companies, PFIs,
Raised through issuance of commercial paper
Inter corporate deposits
Subscription money for securities
From directors/ relative of directors at the time of receipt of amount
Issue of secured bonds/ debenture/unsecured listed NCDs:
Non-interest bearing amount held in trust:
WHAT IS EXEMPTED DEPOSITS – RULE 2(1) (C)
Amounts received In the course of business :
Non-interest bearing security deposit received from employees not exceeding his salary / performance of contract/ supply of capital goods
Advance from customers
Advance for immovable property
Advance for providing future services / maintenance contracts
:Advance allowed by any sectoral regulator
Subscription towards publication
WHAT IS EXEMPTED DEPOSITS – RULE 2(1) (C)
Amount accepted by Nidhi Companies as per Sec. 406
Amount received by way of subscription in respect of a chit under the Chit Fund Act, 1982 ;
Amount received under any collective investment scheme in compliance with regulations of SEBI
Amount received by start- up company by way of convertible note
Amount received from AIFs, VCFs REITs, MFs etc. registered with SEBI:
BACKGROUND FOR FORM DPT -3
Rule 16 of Companies ( Acceptance of Deposit) Rules, 2014
Cos (Acceptance of Deposit ) Amendment Rules, 2019 vide Notification dated 22nd
January, 2019
General Circular No 05/2019 dated 12th April, 2019 on Filing of One Time Return in DPT-3 Form
Notification dated 30th April, 2019 Cos ( Acceptance Of Deposit) Second Amendment Rules, 2019
E- Form DPT-3
RULE 16 OF COMPANIES ( ACCEPTANCE OF DEPOSIT) RULES, 2014
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 Form DPT-3 along with the fee as
provided in Companies (Registration Offices and Fees) Rules, 2014 and furnish the
information contained therein as on the 31st day of March of that year duly audited by
the auditor of the company.
EXEMPTED COMPANIES
These rules shall not apply to a company which is -
(i) a banking company;
(ii) a non-banking financial company as defined in the Reserve Bank of India Act, 1934 (2 of 1934) registered with the Reserve Bank of India;
(iii) a housing finance company registered with the National Housing Bank established under the National Housing Bank Act, 1987 (53 of 1987); and
(iv) a company specified by the Central Government under the proviso to sub-section (1) of section 73 of the Act.
COS ( ACCEPTANCE OF DEPOSIT) AMENDMENT RULES, 2019 EFFECIVE DATE : 22ND JANUARY, 2019
Explanation to Rule 16 : It is hereby clarified that Form DPT-3 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.
Sub Rule (3) of Rule 16A Introduced :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]
COS ( ACCEPTANCE OF DEPOSIT) AMENDMENT RULES, 2019 EFFECIVE DATE : 22ND JANUARY, 2019
GENERAL CIRCULAR NO 05/2019 DATED 12TH APRIL, 2019 ON FILING OF ONE TIME RETURN IN DPT-3 FORM
Vide the above circular, the data on deposits that has to be filed was modified upto 31st
March, 2019 (as opposed to 22nd January, 2019 which was originally indicated in the
said Rule).
It was also stated that the additional fee, as provided under the Companies
(Registration Offices and Fees) Rules, 2014, shall be levied after 30 days from the
date of deployment of the DPT- 3 form on MCA 21 portal
( Form Deployed on 1st May, 2019)
COS ( ACCEPTANCE OF DEPOSIT) SECOND AMENDMENT RULES,
2019 [30 TH APRIL 2019]
Highlights of the Amendment :
1. Information on details not considered as deposits to be provided upto 31st
March, 2019.
2. Due date for E-form mentioned as ninety days from 31st March, 2019
i.e 29th June,2019.
START TIMERTIME’S UP! TIME LIMIT:
90 days
POINT OF DISCUSSIONS
POINT OF DISCUSSIONS :
1. TO WHOM IS DPT-3 APPLICABLE :
All Companies except Government Company and other companies exempted under Companies ( Acceptance of
Deposit) Rules, 2014
2. WHO HAS TO FILE DPT-3 ?
a. All Companies to file One time Return for disclosure of details of outstanding money or loan but not
considered as deposits under Rule 2(1) (c).
b. Companies accepting Deposits under Companies ( Acceptance of Deposit) Rules, 2014 to file
i. DPT-3 yearly giving details of Amount of deposits accepted, repaid , outstanding , matured not claimed,
existing deposits, details of liquid assets, particulars of charge.
POINT OF DISCUSSIONS :
ii. particulars of transactions by a company not considered as deposits under Rule 2(1) (c)
c. Companies not taking deposits but fall under Rule 2 (1) (c)
Filing of DPT 3 by applicable companies
Filing of DPT 3 by applicable companies
Purpose of Form (column no:3 of DPT-3) Applicability & Options
One time Filing Requirement By all Companies – Option 1
Return of deposit by deposit accepting companies
For 1st year filing – Option 1 & 2For subsequent yrs- Option 4
Periodical returns by companies notaccepting deposits but having exempteddeposits
Yearly Form – Option 3
Periodical returns by companiesaccepting deposits & having exempteddeposits
Yearly Form – Option 4
POINT OF DISCUSSIONS :
3. WHAT IS THE DUE DATE FOR FILING OF THIS FORM ?
Type of returns Due date Remarks
One time return under rule 16A 29.06.2019 Rule 16A(3)
90 days from 31st Mar, 19
Return of deposit 30.06.2019 Rule 16
Transaction not considered as
deposits
30.06.2019 Rule 16
Return of Deposit and Particulars
of transactions by a company not
considered as deposit
30.06.2019 Rule 16
POINT OF DISCUSSIONS :
4. IS AUDITOR CERTIFICATE MANDATORY ?
Rule 16 only mentions about the Auditor certificate . Whereas the One time form is pursuant to Rule 16 (A) (3)
Hence for One time form Auditor certificate is not mandatory.
5. WHAT IS THE CONSEQUENCE OF NON FILING ?
Additional Filing Fees – 2 times to 12 times the normal fees
Fine - Rule 21 prescribes a fine for company and every officer in default which may extend to Rs.5000/- & in
case of continuing violation a further fine which may extend to five hundred rupees for every day after the first
day of such contravention.
POINT OF DISCUSSIONS :
6. SHOULD THE COMPANY FILE NIL RETURN IN CASE OF ONE TIME / PERIODICAL FILING ?
Yes, since the One time form is for the period from 1st April, 2014 to 31st March, 2019, we may
need to mention the year wise outstanding and then provide Nil return in case there is no
outstanding as at 31st March, 2019
7. SHOULD ONE TIME FILING INCLUDE DETAILS OF OUTSTANDING AS AT 31ST MARCH , 2019 OR
DETAILS FROM 1ST APRIL , 2014 ?
Rule 16 (A) (3) clearly states that the One time form is for the period from 1st April, 2014 to 31st
March, 2019 and the Periodical return as per the Form DPT 3 is for the end of the financial year
and hence it is clear that the One time form should include details from 1st April, 2014 to 31st
March, 2019
POINT OF DISCUSSIONS :
8. IF THE AUDITED BALANCE SHEET IS NOT READY AS ON 31.03.2019, CAN WE FILE THE FORM USING
FINANCIALS AS ON 31.03.2018?
As per the E-form DPT-3 for One Time Return , the Net worth details are as per the last audited balance sheet
preceding the date of the return and hence it can be field with the details as on 31.3.18 if the audited financials
as at 31.3. 2019 is not ready.
9. WHAT IS THE RELEVANCE TO THE COLUMN “DATE OF LAST CLOSING OF ACCOUNTS IN FORM DPT-3”
May be relevant if there is a different financial year followed by the Company. Else it is opined that the date of
last audited financials can be provided as the date of last closing.
POINT OF DISCUSSIONS :
10. WHAT IS THE DIFFERENCE IN DETAILS TO BE PROVIDED FOR ONE TIME FORM & PERIODICAL FORM ?
One time form to provide details from 1st April, 2014 to 31st March, 2019
Periodical form is about the particulars of receipt of money at the end of Financial Year.
11 . PVT COMPANY NOT HAVING EXEMPTED DEPOSIT BUT HAS ACCEPTED DEPOSIT / UNSECURED LOAN
FROM ITS MEMBERS ?
To be construed as deposit and Return of Deposit has to be filed as the exemption for private companies are
only for the procedures and not for filing.
POINT OF DISCUSSIONS :
12. WHAT SHOULD BE CONSIDERED AS LOANS WHICH NOT RECOGNISED AS “DEPOSITS” FOR DPT 3?
Inter corporate Loans
Relevant Trade advances less than 365 which are not categorized as Deposits
Share Application money pending allotment
Consideration for immovable property under an agreement provided if it is adjusted against such property
Advance towards future services if the period for providing such services does not exceed 5 yrs or industry practice from the date of such acceptance.
POINT OF DISCUSSIONS :
13. IS A GOVERNMENT COMPANY EXEMPTED FROM FILING DPT-3 ?
On plain reading of Rule 16 and 16A (3) exempts a Government Company only from filing DPT-3 and not from
the entire rules like Banking Company, NBFC, NHB etc. Hence a Government Company is exempted from filing
DPT-3 irrespective of if the company is a deposit taking / not taking company.
Status of Govt company accepting deposits like TN Power Corporation ?????
REGULATORY FRAMEWORK:
NOTIFICATION NO. S.O 5622(E) DATED 2ND NOVEMBER , 2018
NOTIFICATION NO. S.O 368(E) DATED 22ND JANAUARY, 2019
MSME DEVELOPMENT ACT, 2006
SECTION 405 OF COMPANIES ACT, 2013- CO TO FURNISH INFORMATION OR STATISTICS
NOTIFICATION NO. S.O 5622(E) DATED 2ND NOVEMBER , 2018
In exercise of powers conferred by section 9 of the Micro, Small and Medium Enterprises Development Act,
2006 (27 of 2006), the Central Government hereby directs that
all companies who get supplies of goods or services from micro and small enterprises and whose payments to
micro and small enterprise suppliers exceed forty five days from the date of acceptance or the date of deemed
acceptance of the goods or services as per the provisions of the Act, shall submit a half yearly return to the
Ministry of Corporate Affairs stating the following:
(a) The amount of payments due; and
(b) The reasons of the delay.
NOTIFICATION NO. S.O 368(E) DATED 22ND JANAUARY, 2019
Whereas, the Central Government vide notification number 05622 (E), dated the 2nd November, 2018 has directed that
all companies,
who get supplies of goods or services from micro and small enterprises and
whose payments to micro and small enterprise suppliers exceed forty five days
from the date of acceptance or the date of deemed acceptance of the goods or services
as per the provisions of section 9 of the Micro, Small and Medium Enterprises Development Act,20O6 (27 of 2006)
(hereafter referred to as "Specified Companies"), shall submit a half yearly return to the Ministry of Corporate Affairs
stating the following:
(a) the amount of payment due; and
(b) the reasons of the delay;
Specified Companies (Furnishing of information about payment to
micro and small enterprise suppliers) Order, 2019.
The Central Government hereby made the following Order, namely:
1. Specified Companies (Furnishing of information about payment to micro and small enterprise suppliers)
Order, 2019. Effective date : 22nd January, 2019
2. INITIAL RETURN : Every specified company shall file in MSME Form I details of all outstanding dues to Micro
or small enterprises suppliers existing on the date of notification of this order within thirty days from the date
of publication of this notification.
3. HALF- YEARLY RETURN : Every specified company shall file a return as per MSME Form I by 31st October for
the period from April to September and by 30th April for the period from October to March.
MSME DEVELOPMENT ACT, 2006
Specified Companies: As per the provisions of section 9 of the MSME Development Act, 2006, Specified
companies are those companies who receive the supply of goods or services from MSMEs and the payment
against these supplies to these MSMEs exceed 45 days from the date of acceptance (deemed acceptance) of
the goods or services
MSME DEVELOPMENT ACT, 2006
Manufacturing Enterprises- the enterprises engaged in the manufacture or production of goods pertaining to
any industry specified in the first schedule to the industries (Development and regulation) Act, 1951) or
employing plant and machinery in the process of value addition to the final product having a distinct name or
character or use. The Manufacturing Enterprise are defined in terms of investment in Plant & Machinery.
Service Enterprises:-The enterprises engaged in providing or rendering of services and are defined in terms of
investment in equipment..
The limit for investment in plant and machinery / equipment for manufacturing / service enterprises, as
notified,vide S.O. 1642(E) dtd.29-09-2006 are as under
MSME DEVELOPMENT ACT, 2006
Particulars Micro Small Medium
Manufacturing
(Investment in Plant & Machinery)
Below Rs. 25
lakhs
Rs. 25 lakhs
but does not
exceed Rs.5
crore
Rs.5 crore but does
not exceed Rs.10
crore
Services
(Investment in equipment (Original Cost) excluding
Land & Buildings, Furniture & Fixtures and Other
items not related to services rendered.)
Below Rs. 10
lakhs
Rs. 10 lakhs
but does not
exceed Rs.2
Crore
Rs.2 crore but does
not exceed Rs.5
crore
The Micro, Small and Medium Enterprises Development (Amendment)
Bill, 2018
Enterprise
2006 Act 2018 Bill
Manufacturing Services All enterprises
Investment in Plant and Machinery
Investment in Equipment
Annual Turnover
Micro 25 lakhs 10 lakhs 5 crores
Small 25 lakhs to 5 crores 10 lakh to 2 crores5 to
75 crores
Medium 5 to 10 crores 2 to 5 crores75 to
250 crores
SECTION 405 OF COMPANIES ACT, 2013
CO TO FURNISH INFORMATION OR STATISTICS
405. (1) The Central Government may, by order, require companies generally, or any class ofcompanies, or any company, to furnish such information or statistics with regard to their or itsconstitution or working, and within such time, as may be specified in the order.
(3) For the purpose of satisfying itself that any information or statistics furnished by a companyor companies in pursuance of any order under sub-section (1) is correct and complete, theCentral Government may by order require such company or companies to produce such recordsor documents in its possession or allow inspection thereof by such officer or furnish such furtherinformation as that Government may consider necessary.
MSME- FORM 1- FURNISHING OF HALYYEARLY RETURN WITH THE REGISTRARIN RESPECT OF O/S PAYMENT TO MICROOR SMALL ENTERPRISES
APPLICABILITY OF FORM MSME -1 ON COMPANIES:
Form MSME I for every type of the Company – Public or Private Company, or Small Companies/ OPC;
Company that satisfies the following two conditions:
Condition 1: Company must have received Goods and/or Services from Micro or SmallEnterprise
Condition 2: Payment must have been due/not paid, to such Micro and Small Enterprise for 46 days from the date of acceptance.
Note: Date of deemed delivery refers to the acceptance of goods and services by the buyer in written with no objection with the product or services received within the 15 days time period
EXEMPTIONS :
Form MSME-1 is not applicable in the case of Medium Enterprises;
Particulars Manufacturing Sector (Investment
in plant & machinery)
Service Sector (Investment in
equipment)
Medium Enterprises More than Rs. 5 Crore but does
not exceed Rs. 10 Crore
More than Rs. 2 Crore but does
not exceed Rs. 5 Crore
INITIAL RETURN
REGULAR HALF YEARLY RETURN
WARNING MESSAGES IN FORM
WARNING MESSAGES IN FORM
WARNING MESSAGES IN FORM
DUE DATE FOR FILING
MCA vide General Circular dated 21st February, 2019 extended the due date of filing of FORM MSME as 30
days from the date of deployment of Form.
PARTICULARS OF FORMS DUE DATE
INITIAL FORM MSME 30TH MAY, 2019
HALF YEARLY RETURN :
APRIL TO SEPTEMBER 31ST OCTOBER
OCTOBER TO MARCH 30TH APRIL,
PENALTY FOR NON- FILING / INCORRECT INFO
Section 405(4) non furnishing/incomplete/incorrect information shall be punishable with
fine up to Rs.25000 (Co.,), Rs.25000/- (Min) & Rs.3 lacs (max) for director or
imprisonment up to six months or both.
POINT OF DISCUSSIONS
POINT OF DISCUSSIONS :
WHAT IS THE DATE OF ACCEPTANCE OR THE DATE OF DEEMED ACCEPTANCE OF THE
GOODS OR SERVICES ?
In accordance with MSME Act, 2006, “the day of acceptance” means-
the day of the actual delivery of goods or the rendering of services; or
where any objection is made in writing by the buyer regardingacceptance of goods or services within fifteen days from the day of thedelivery of goods or the rendering of services, the day on which suchobjection is removed by the supplier.
POINT OF DISCUSSIONS :
WHAT DOES “DATE OF DEEMED ACCEPTANCE” MEAN?
In accordance with MSME Act, 2006, “the day of deemed acceptance”
means where no objection is made in writing by the buyer regarding
acceptance of goods or services within fifteen days from the day of the
delivery of goods or the rendering of services, the day of the actual
delivery of goods or the rendering of services.
POINT OF DISCUSSIONS :
WILL THE DATE OF SERVICE / SUPPLY OF GOODS BE TAKEN OR THE DATE OF INVOICE HAS TO BE TAKEN FOR ARRIVING 45 DAYS
For supply of goods – date of PO
For service – date of Invoice
POINT OF DISCUSSIONS :
WHAT IS REQUIRED TO BE FILED?
Every specified Company shall file information w.r.t. amounts of payment due and the
reasons of the delay in payment to small and micro enterprises as on 22.01.2019
(onetime) and after every half year in MSME Form I.
WHO SHALL SIGN THE MSME FORM I?
The Form can be digitally signed by Director, CEO or the company secretary in full time
employment of the Company.
POINT OF DISCUSSIONS :
WHETHER ALL COMPANIES HAS TO FILE MSME FORM I?
No, only the specified Companies has to file MSME Form I and if there are pending
payment beyond 45 days.
Hence no NIL Return is required.
IF THERE ARE MULTIPLE REASONS FOR DELAY , THEN HOW DO I GIVE IT IN THE FORM AS
THE COLUMN ACCEPTS ONLY 1000 CHARACTERS ?
AS USUAL , BY WAY OF COVERING LETTER
POINT OF DISCUSSIONS :
WHETHER THE MICRO AND SMALL SUPPLIERS FOR WHICH INFORMATION IS REQUIRED TOBE FURNISHED SHALL BE REGISTERED UNDER MSME ACT, 2006?
No, in the discussed notification, nothing is mentioned w.r.t. registration under MSME Act,
2006 and accordingly, we may opine that any enterprises falling under the limits of micro and
small enterprises as specified in point no. 1 shall be the one for which information is required
to be furnished.
Finally the confusion over the case where the micro, small and medium enterprises (MSMEs),
that are not registered under the MSMED Act at the time of execution of the contract, can be
treated as supplier or not ,is over. A bench of Delhi High Court has held that registration of
MSMEs under MSMED Act is not mandatory to avail benefits under the act.
POINT OF DISCUSSIONS :
A Judgment was passed by Justice Vibhu Bakhru of the Delhi High Court on April 7, 2018,
in the matter of M/S Ramky Infrastructure Private Limited vs. Micro and Small Facilitation
Council & Anr. W.P.(C) 5004/2017, wherein it has been held that an entity which falls
within the definition of the micro/small enterprise will be treated as a ‘supplier’ under
Section 2(n) of the MSMED Act even if it has not filed a Memorandum as required under
Section 8(1) of the MSMED Act.
Dismissing the petition, the Court held that filing the Memorandum under Section 8(1) of
the MSMED Act is not mandatory for a company, co-operative society, trust or a body
which is engaged in selling goods produced by micro or small enterprises or rendering
services provided by such enterprises
POINT OF DISCUSSIONS :
CAN PAYMENT CYCLE OR AGREEMENT BETWEEN PARTIES BE MORE THAN 45 DAYS ?
With the enactment of the MSME, Act 2006, for the goods and services supplied by the
MSEME units, payments have to be made by the buyers on or before the date agreed on
between him and the supplier in writing or, in case of no agreement, before the appointed
day. The agreement between seller and buyer shall not exceed more than 45 days.·
If the buyer fails to make payment of the amount to the supplier, he shall be liable to pay
compound interest with monthly rests to the supplier on the amount from the appointed day
or, on the date agreed on, at three times of the Bank Rate notified by Reserve Bank.
SOURCE : FAQ FROM MINISTRY OF MSME.·
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