Running a Private Limited Company often feels like walking a tightrope between raising urgent working capital and staying on the right side of the Ministry of Corporate Affairs (MCA). One of the biggest grey areas founders ask about is whether their Private Limited Company can simply borrow money from its own directors and skip the dreaded e-Form DPT-3.
Spoiler: you can take that loan, but skipping the filing is usually a myth. This conversational deep-dive breaks down everything a Private Limited Company needs to know—without the legalese.
1. Quick refresher: What exactly is Form DPT-3?
Form DPT-3 is an annual “Return of Deposits” every Private Limited Company (and most other companies) must file by 30 June each year, declaring:
- Deposits (money that legally qualifies as a “deposit”), and
- Exempt amounts—money that looks like a deposit but the law says “okay, not a deposit” (for example, a loan received from a director).
Even if your Private Limited Company has only exempt items outstanding on 31 March—say, an unsecured loan from the managing director—you still have to file the form.
2. Are director loans really exempt?
Yes—if you meet three golden conditions under Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules 2014:
| Condition | Plain-English meaning | Why it matters to a Private Limited Company |
|---|---|---|
| Director is a shareholder | The director must own at least one share on the date the loan is given. | Confirms “skin in the game.” |
| Declaration of source | Director must give a written declaration that the amount is from her own funds—not from borrowed money. | Keeps out back-door financing. |
| Disclosure in financials | Loan must be shown under “Long-Term Borrowings” or “Short-Term Borrowings” as applicable. | Transparency for stakeholders. |
If your Private Limited Company satisfies these, the money is not treated as a “deposit.” But remember: the DPT-3 still asks for details of such “exempt deposits.”
3. Myth-busting: Six common misconceptions
- “We’re a small Private Limited Company—DPT-3 doesn’t apply.”
False. Size doesn’t matter; status does. - “Director loans are exempt, so no filing needed.”
False again. Exempt ≠ No filing. The MCA wants visibility. - “We incorporated in March, so first DPT-3 is next year.”
Usually false. Even a one-day-old Private Limited Company must file if any relevant amount exists as on 31 March that year. - “If we repay before 31 March, we’re safe.”
True. Outstanding balance on 31 March is what matters. - “We can convert the loan to equity later and forget DPT-3.”
Partly true. You can convert, but until conversion is legally effected, it shows in DPT-3. - “Penalties are negligible.”
Dangerous myth. Penalties start at ₹1 lakh plus ₹500 per day of default—easily breaching budgets for a bootstrapped Private Limited Company.
4. Compliance timeline cheat-sheet
| Date | Action for a Private Limited Company | Board / ROC forms | Notes |
|---|---|---|---|
| Anytime loan is needed | Pass Board Resolution authorising acceptance of director loan | MGT-14 (if borrowing powers exceed limits) | Keep signed minutes. |
| Within 30 days of loan receipt | Update Register of Loans & sign director declaration | — | Store in statutory registers. |
| 31 March | Close books; prepare list of outstanding deposits & exempt deposits | — | Snapshot date for DPT-3. |
| 30 June | File e-Form DPT-3 (return of deposits & exempt deposits) | DPT-3 | General fees on or before due date; additional fees afterward. |
| Ongoing | Reflect loan in audited financials | — | Ensure correct classification. |
5. Step-by-step filing guide
- Login → MCA V3 → e-Forms → DPT-3.
- Pick “Return of deposits and Particulars of transactions by a company not considered as deposits.”
- Enter CIN of your Private Limited Company. Details auto-populate.
- Choose radio button “Loan from Directors.”
- Fill Part III: Outstanding amount, opening balance, loans received, repaid, closing balance.
- Attach:
- Auditors’ certificate (PDF)
- Board Resolution (PDF)
- List of deposit holders (if any)
- Pay fees (₹200 for authorised capital up to ₹1 crore).
- Download acknowledgment for records.
6. Practical case study (names fictional)
Scenario: AlphaGlow Technologies Pvt Ltd—a five-year-old Private Limited Company with two director-shareholders, Ananya and Rishi.
- Need: ₹40 lakh bridge finance for new tooling.
- Solution: Each director wires ₹20 lakh personal savings on 15 Jan 2025.
- Action:
- Board Resolution passed 14 Jan 2025.
- Directors file declarations of source.
- Loan entries tagged as “Unsecured loan—Director.”
- Result: On 31 Mar 2025 amount still outstanding. CFO files DPT-3 on 25 Jun 2025 disclosing ₹40 lakh under “Loan from Directors.”
- Outcome: MCA sends no notices; AlphaGlow avoids ₹1+ lakh penalty and retains clean compliance rating.
Lesson: A compliant Private Limited Company can freely tap director pockets—so long as the paperwork and DPT-3 are in place.
7. Penalties & domino effects of non-compliance
- Company penalty: Minimum ₹1 lakh + ₹500 per day till filing.
- Officer-in-default penalty: ₹25 thousand + ₹500 per day.
- Auditor qualification: Your statutory auditor may flag the non-compliance, hampering fund-raising.
- Bank covenants: Many term-loan agreements require an “all ROC filings up to date” certificate.
Skipping one DPT-3 can snowball into a credit downgrade—a risk no Private Limited Company should take.
8. Beyond the law: Four strategic advantages to filing
- Investor confidence: Timely filings show governance maturity—vital when pitching VCs.
- Scorecard on MCA: A “green” status helps your Private Limited Company under the Compliance Management System roll-out.
- Better due-diligence outcomes: Clean ROC history speeds up M&A deals.
- Avoid director disqualification risk: Repeated defaults on ROC forms contribute to potential disqualification lists.
9. Frequently asked questions
Q1. Our Private Limited Company had repaid all director loans by 15 March 2025. Do we still file DPT-3?
No. Since no amount was outstanding on 31 March, you can skip the form—but retain proof of repayment.
Q2. Can a Private Limited Company accept interest-bearing director loans?
Yes. Interest is allowed at any mutually agreed rate; just disclose it and deduct TDS under section 194A.
Q3. Does the director need to provide proof of funds?
While not mandatory to attach, keep bank statements handy; ROC may inspect.
Q4. We are a section 8 company—not a Private Limited Company. Same rules?
Yes, DPT-3 still applies unless specifically exempted.
10. Ready-to-use board resolution template
“RESOLVED THAT pursuant to Section 73 and other applicable provisions of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, consent of the Board be and is hereby accorded to borrow a sum not exceeding ₹____ (Rupees ______) from Mr./Ms. _________, Director and shareholder, on such terms and conditions as discussed, which shall not be treated as a deposit.”
Copy-paste, fill in blanks, and get it signed; your Private Limited Company is halfway compliant.
11. Pro tips to stay audit-proof
- Maintain a “Loan from Director” file—keep declarations, resolutions, bank advices, and repayment proofs.
- Automate reminders by adding a calendar alert each May for DPT-3 prep.
- Reconcile GL with ROC—make sure the closing balance in books matches the DPT-3 figure.
- Use MCA’s pre-scrutiny tool to avoid technical rejections.
12. Key takeaway
A Private Limited Company can absolutely leverage director loans without fears of “deposit” violations—provided it respects the three exemption conditions and remembers that DPT-3 is still compulsory. Think of the filing not as red tape but as a small insurance premium against hefty penalties, investor distrust, and sleepless nights.
13. Need hands-on help?
If your Private Limited Company wants a stress-free way to draft board papers, collect director declarations, and file DPT-3 well before 30 June, reach out to Indefine’s ROC compliance desk. We’ve already guided 300+ Private Limited Company clients through smooth director-loan filings—yours can be next. Contact Indefine.
