In this Article we are discussed Compliance and provision to be followed with respect to the loan from shareholders by Private Limited Company:


A. Applicability of Section of Companies Act, 2013

  • Section 73: Prohibition on Acceptance of Deposit and relevant rules
  • Section 179: Power of Board of Directors and relevant rules

B. Form to be a file with the ROC

  • MGT-14: Within 30 days of passing of the resolution, if required
  • DPT-3: On or before 30th June, of every year.

C. Provision of Companies Act, 2013

As per section 73(2), a Company may accept deposits from member’s subject to the passing of Ordinary Resolution in General Meeting;


Subject to compliance with rule 3 & Terms and Conditions of Acceptance of Deposits by Companies    


Subject to fulfilment of the Conditions mentioned under Chapter V, clause (a) to (e) of sub-section (2) of section 73

D. MCA Notification:

MCA Notification dated 13th June 2017, refers that: Chapter V, Clause (a) to (e) of Sub-section (2) of Section 73 shall not be applicable to Private Limited Companies, which fulfils any of the following conditions:

  1. which accepts any amount, as a deposit from its members, not exceeding 100% of (Paid-up Share Capital + Free Reserves + Security Premium Account); OR
  2. The company, which is a start-up, for a minimum of five years from the date of its incorporation; OR
  3. Which fulfils all of the following conditions, namely: –
    • Which is not an associate Company or a subsidiary Company of any other Company; AND
    • If the borrowings of such a company from banks or financial institutions or any body corporate is less than the twice of its {paid up share capital or fifty crore rupees}; whichever is lower; AND
    • such a company has not defaulted in the repayment of such borrowings subsisting at the time of accepting deposits under this section-73.

PROVIDED THAT, the Companies refereed above in clause 1, 2and 3 shall file the details of such amount, received as a deposit to the Registrar in a specific manner.

E. Procedure for Acceptance of Deposit from Members/ Shareholder’s subject to exemption of Compliance mentioned in 73(2) clause (a) to (e).

If a Private Company wants to accept any amount from its members in the form of deposit, then such Company have to follow the following steps:-

Step 1 – Check whether such Company falls under any of the aforesaid mentioned Conditions;

Step 2 – Check whether, such amount of loan in the form of deposit from a shareholder, shall nowhere to fall under the definition of DEPOSIT.

Step 3 – Calculate the amount of deposit, such a Company can accept from its shareholders.

Step 4 – Hold a Meeting of Board of Director u/s 179(3); -To Pass Board Resolution for Authorization of Borrowing; -To issue a notice for calling of General Meeting u/s 73(2).

Step 5 – Hold a General Meeting of Shareholders u/s 73(2) -To pass an ordinary resolution to accept a loan from the shareholder.

Step 6 – Such Company shall file e-form DPT-3 for such deposit at the time of acceptance of deposit from a shareholder, and Company has to show such Loan in the Category of deposit; {Company has to attach a certificate of Statutory Auditor for the same};

Step 7 – Company have to select remote button no. 2 or 4;

Step 8 – Company shall also file e-form DPT-3 every year for such deposit on or before 30th June.


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CS Riya Khurana
Contact No.: 8810649870

Cs Riya Khurana

Cs Riya Khurana