# Acceptance of Deposits — Complete Framework
## 1. What is a Deposit?
Definition: A deposit includes any receipt of money by way of deposit or loan or in any other form, but does not include amounts specifically excluded under the Rules (e.g., share application money, money from directors, banks, etc.).
## 2. Who Can Accept Deposits?
```
Acceptance of Deposits
|
--------------------------------------
| |
From Members (Sec. 73) From Public (Sec. 76)
| |
Private + Public Cos. Only Public Eligible Co.
(Net worth > ₹100 cr OR
Turnover > ₹500 cr)
```
## 3. Conditions for Acceptance from Members [Sec. 73(2)]
| Clause | Requirement |
|---|---|
| (a) | Issue circular to members showing financial position, credit rating, etc. |
| (b) | File circular with ROC within 30 days in Form DPT-1 |
| (c) | Create Deposit Repayment Reserve Account (DRRA) before 30th April — equal to 20% of deposits maturing during the next FY |
| (e) | Company must not have defaulted in deposit repayment in the last 5 years |
| (f) | If deposit is secured → create charge on company assets in Form CHG-1 within 30 days |
Additionally: AOA must authorise + Ordinary Resolution must be passed.
## 4. Additional Conditions for Acceptance from Public (Sec. 76)
- AOA must authorise.
- If existing + proposed borrowing exceeds (PUC + Free Reserves + Securities Premium) → Special Resolution required; else Ordinary Resolution.
- Comply with Sec. 73(2)(a), (b), (c), (e) and (f).
- Obtain credit rating every year.
## 5. Exemptions for Private Companies
Sec. 73(2)(a), (b), (c), (e) & (f) do NOT apply to a private company if:
(a) It is a start-up (up to 10 years from incorporation); OR
(b) The following ALL hold:
- No investment by any other body corporate;
- Borrowing ≤ lower of (2 × PUC) or ₹50 crore;
- No default in repayment of any borrowing; OR
(c) Other private company not accepting deposits exceeding 100% of (PUC + Free Reserves + Securities Premium).
## 6. Companies to Whom Sec. 73/76 Do NOT Apply
- Banking companies
- NBFCs
- Housing Finance Companies (HFC)
- Any other company notified by Central Government
## 7. Quantum of Deposits [% of (PUC + Free Reserves + Securities Premium)]
| Type of Company | From Members | From Public | Total |
|---|---|---|---|
| Public Eligible Company | 10% | 25% | 35% |
| Public Non-Eligible Company | 35% | — | 35% |
| Government Eligible Company | Combined | 35% | 35% |
| Private Company | Up to 100% from members | — | 100% |
| Exempted Private Company | As prescribed | — | — |
## 8. Tenure & Other Key Conditions
- Minimum maturity: 6 months
- Maximum maturity: 36 months
- Short-term exception: 3 to 6 months, but amount ≤ 10% of (PUC + FR + SP)
- Joint depositors: Maximum 3 persons
- Interest: As prescribed by RBI for NBFCs (cap)
- Brokerage: As per RBI norms for NBFCs (cap)
- Penal interest on default: 18% p.a.
- Premature repayment: Interest rate reduced by 1%
## 9. Registers & Returns
| Item | Form | Timeline |
|---|---|---|
| Register of deposits | — | Updated within 7 days of Board approval; preserved for 8 years |
| Annual Return of deposits | DPT-3 | Before 30th June for year ended 31st March |
| Trust deed intimation (secured deposits) | DPT-2 | Within 7 days |
## 10. Secured Deposits — Trustee Disqualifications
The following cannot be a deposit trustee:
(a) Director, KMP, officer, or employee of the company / holding / subsidiary / associate;
(b) Indebted to the company or any group company;
(c) Has given guarantee for depositors;
(d) Has any pecuniary relationship with the company;
(e) Related to any person in (a) above.
## 11. Penalty for Contravention of Sec. 73 / 76
- Refund of deposit + interest, PLUS
- Company fine: Lower of ₹1 crore OR 2 × deposit amount; up to maximum ₹10 crore
- Officer in default: Fine ₹25 lakh to ₹2 crore AND/OR imprisonment up to 7 years
- If contravention is knowing/wilful → additional liability under Sec. 447 (fraud)
## 12. Once Accepted — Cannot Alter
Once deposits have been accepted on the basis of the circular, the terms of the deposit cannot be altered to the detriment of depositors.