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Microlesson · 5-min read

Definition of Deposit and Exclusions [Section 2(31) & Rule 2(1)(c)]

# Definition of Deposit [Section 2(31) & Rule 2(1)(c)]

## Statutory Definition

> Deposit = any receipt of money by a company as deposit, loan or any other form, but EXCLUDES amounts prescribed in consultation with RBI.

The substance of this topic lies in the exclusions — categorising what is NOT a deposit.

## Five Buckets of Exclusions

### Bucket 1 — Special Vehicles

  • Money received by Nidhi company
  • Money received by Chit Fund
  • Collective Investment Scheme

### Bucket 2 — Government & International

  • From CG, SG, local authority, or sources guaranteed by them / a statutory authority
  • From foreign government, International Bank, Multilateral Financial Institution, Foreign Body Corporate, Foreign Citizen, person resident outside India, Foreign Govt-owned DFI, Foreign Export Credit Agency, Foreign Collaborator (subject to FEMA)

### Bucket 3 — Related to Company

  • From a director of a public company (at time of receipt)
  • From a director or relative of director in a private company
  • Director/relative must furnish declaration that money is not from borrowed funds
  • Disclosure in BOD Report & FS required
  • From promoters / their relatives as unsecured loan due to stipulation by lending institution — exemption only till lender's loan is repaid
  • Non-interest bearing security deposit from an employee, up to his annual salary
  • Non-interest bearing amount held in trust by the company

### Bucket 4 — From Other Entities

  • Loan / facility from banking company, PFI, insurance company
  • Inter-Company Deposit (ICD) from another company
  • From AIF, Domestic VCF, InVIT, REIT, Mutual Funds registered with SEBI

### Bucket 5 — From Any Person (Specific Instruments)

  • Convertible note received by a start-up (private company) of ₹25 lakh or more in single tranche — convertible within 10 years
  • Commercial paper or any RBI-recognised instrument
  • Money for subscription of securities — provided that securities are allotted within 60 days; if not, refund within next 15 days; failure converts it into a deposit from 15th day. Adjustment for any other purpose ≠ refund.
  • Secured bonds / debentures with first charge (or pari-passu) on tangible assets — amount not exceeding market value of assets
  • Compulsorily convertible debentures convertible within 10 years
  • Listed unsecured non-convertible debentures (no charge) listed on RSE

### Bucket 6 — Ordinary Course of Business Advances

TypeCondition
(a) Advance for goods/servicesSupply within 365 days (no limit if subject to legal proceeding)
(b) Advance for immovable propertyAdjusted against property
(c) Advance under long-term projectsFor capital goods (other than (b))
(d) Advance for future servicesPeriod ≤ lower of common practice OR 5 years
(e) Advance under sectoral regulator / CG/SG directionPermitted
(f) Advance for subscription to publicationsPrint / electronic
(g) Security depositFor performance of supply contract

Trap: If (a), (b) or (c) becomes refundable (e.g., company lacks permission) and is not refunded within 15 days, the amount is deemed deposit from the 15th day.

Worked example

### Example 1

Example 1: ABC Ltd. receives ₹10 lakh from Mr. X for subscription to shares. Shares are not allotted within 60 days. ABC must refund within 15 days. If it fails, the ₹10 lakh becomes a deposit on the 76th day.

### Example 2

Example 2: A private start-up receives ₹30 lakh in single tranche as a convertible note, convertible within 8 years. This is not a deposit.

### Example 3

Example 3: Employee deposits ₹2 lakh non-interest-bearing security with his employer; his annual salary is ₹3 lakh. Fully excluded. If security were ₹4 lakh, the excess ₹1 lakh would be a deposit.

⚠️ Common exam mistakes

  • Treating a director's loan in a private company the same as in a public company — in private cos, even a relative of director qualifies.
  • Forgetting the declaration requirement (loan not from borrowed funds) for directors / relatives.
  • Counting employee security deposits in excess of annual salary as fully excluded — only up to annual salary is exempt.
  • Ignoring the 60+15 day timeline for share application money before it converts to deposit.
  • Treating share application adjusted 'for any other purpose' as a refund — it is NOT.
Bare-Act text Section 2(31) and Rule 2(1)(c) of Companies (Acceptance of Deposits) Rules, 2014 · Companies Act, 2013 read with Deposit Rules, 2014 · click to expand
Deposit includes any receipt of money by way of deposit or loan or in any other form by a company, but does not include such categories of amount as may be prescribed in consultation with the Reserve Bank of India.
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