1. Note on accepting unsecured / secured loan from outsiders under The
Companies (Acceptance of Deposit) Rules, 2014.
Under Companies Act 2013, there are various restrictions on accepting deposit by any
company. Now the question arises as to what is the connection between loan [borrowing]
and deposit.
For understanding this connection we have to read the definition of ‘deposit’ under
Companies Act 2013.
Sub section (31) of section 2 of companies Act 2013 defines the term ‘Deposit’. It says –
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 Reserve Bank of India.
The same is prescribed by Central Government in The Companies (Acceptance of Deposit)
Rules, 2014. Section 2 (1) (c) defines what is deposit.
The major highlights of this definition are –
· This is again an inclusive definition. It says ‘deposit’ includes any receipt of money by
way of deposit or loan or any other form, by a company, but does not include ......
· There are 14 exclusions from the definition of deposit
Interesting point to be noted here is it is receipt of money by way of deposit or loan or any
other manner. Here any other manner has to be read in the context of receipt either as
deposit or loan. So some receipt which is refundable in nature. It certainly does not
include receipts towards sales or any other income of the Company. It also does not
include amount received by the Company against which shares are issued by the
Company. As it is receipt in the nature of share capital and not deposit or loan.
However with respect to other securities, e.g. Debentures or bonds, there are separate
terms and conditions.
What is not considered as Deposit?
These 14 exclusions are as follows –
1. Any amount received from government or from any other source whose repayment is
guaranteed by central government
2. Any amount received from foreign source, so long as it is in compliance with Foreign
Exchange Management Act
3. Any loan or facility received from Bank
4. Any loan or financial assistance received from public financial institutions
5. Any amount received against issue of commercial paper or any other instrument
issued under guidance of RBI
6. Any amount received from any other company

2. 7. Any application money received against issue of any securities [so long as the
allotment is done in 60 days of receipt of money]
8. Any amount received from Director of the Company [however the amount received
should not be out of borrowed funds of Directors]
9. Any amount received against issue of secured bond or debentures OR Any amount
received against issue of compulsory convertible bond or debentures [bond should be
convertible into shares within a period of 5 years]
10. Any security deposit received from employee of the company [not exceeding 12
months’ salary]. This deposit should be non interest bearing.
11. Any non interest bearing amount received or held in trust [by the company]
12. Any amount received in the course of and for the purpose of business of the company
–
a) as an advance for the supply of goods or provisions of services accounted for in
the manner, provided that such advance is appropriated against supply of goods
or services within a period of 365 days from acceptance of deposit
b) as advance accounted for in any manner, received in connection with
consideration for property
c) as security deposit for performance of contract for supply of goods or services
d) as advance under long term projects for supply of capital goods
13. any amount brought by promoters in pursuance of stipulation imposed by the lending
institution
14. Any amount accepted by a Nidhi Company in accordance with section 406 of the
Companies Act 2013.
Now for better understanding lets identify (a) from whom the company can receive
money (b) as what and (c) what are the conditions for accepting such money.
Sr.
No.
From whom As what Interest Terms and conditions for
accepting money
1 Director Any amount
as loan or
deposit or
whatever
nature
Interest can be
paid to the
director.
There is no
restriction on
interest to be paid
1. The person should be director
at the time of giving money to
the company
2. Director should furnish to the
company that amount is not
given out of funds acquired by
‘him by borrowing or
accepting loan or deposit from
others’
3. This declaration should be
furnished at the time of giving
loan
4. Director has to satisfy himself
that even if he has borrowing
in his personal books, the
funds given to the company
are not out of those

3. borrowings
5. Director can charge interst
Sr.
No.
From whom As what Interest Terms and conditions for
accepting money
2 Employees Security
Deposit
Interest cannot be
paid
1. Amount should not exceed
his 12 month salary
2. It should be part of
employment contract
3. There is no condition of
own funds
4. Refund etc. will be
regulated by employment
contract
3 Promoters Unsecured
loan
Interest can be
charged
However if it is
related party
under section
2(76), it has to be
in compliance
with section 184
1. Loan brought in pursuance of
stipulation of lending financial
institution or bank
2. Loan is provided by the
promoters themselves or their
relatives or both
3. This exemption is available
only till loan of bank or
institution is repaid
4. This exemption is not
available after repayment of
loan
5. Promoter has to be
categorised in annual return
6. Promoter need not be director
7. Even relative of such
promoter can give loan
8. Relative is defined under
companies act 13
9. Loan can be repaid to
promoters and they can put
the money back so long as it
is as per terms of bank
4 Bank
[including co
operative
bank]
Loan or
facility
Interest can be
charged
No conditions

4. Sr.
No.
From whom As what Interest Terms and conditions for
accepting money
5 Public
Financial
Institution /
regional
financial
institution /
Insurance
company /
scheduled
bank
Loan or
financial
assistance
Interest can be
charged
No conditions
5 Central /
State
Government
/ loan
authority /
statutory
authority
constituted
under act of
parliament
Any amount
received
Interest can be
charged
1. No condition.
2. Even amount received from
other source whose
repayment is guaranteed by
Central or State Government
6 Any
Company
Any amount
received - By
whatever
name
Interest can be
charged
No conditions
It will be completely governed by
the agreement between the 2
parties
It does not include foreign
company
It does not include LLP
It does not include trust / society
etc.
7 Foreign –
Government
/ bank /
institution /
body
corporate /
collaborator /
citizens /
Person
Resident
outside India
Any amount
received
Interest can be
charged subject
to conditions of
Foreign
Exchange
Management Act
1999 and rules
made there under
No conditions
Subject to fulfilment of provisions
of Foreign Exchange
Management Act 1999 and rules
made there under

5. Sr.
No.
From whom As what Interest Terms and conditions for
accepting money
8 Third Party Commercial
paper or any
other
instrument
issued under
RBI
guidelines
Interest can be
paid Subject to
RBI Guidelines
Conditions as prescribed by RBI
towards issue of commercial
paper
Amount
received
towards
subscription
of securities
1. Securities should be offered
in accordance with provisions
of Companies Act 2013
2. Such amount should be
appropriated against
allotment of securities within
60 days from the date of
receipt of money
3. If allotment is not done,
money should be refunded
within 15 days from 60 days
4. Money should not be
apportioned against anything
else – either allotment or
refund
Secured
bonds /
debentures
Interest can be
charged
1. Amount raised by way of
bonds/ debentures should not
be more than market value of
security
2. Amount should be secured by
first charge or pari passu with
first charge
3. Charge can be on any asset
referred in schedule III
[excluding intangible assets]
Compulsory
Convertible
Bond /
Debenture
Interest can be
charged
Bond or debentures should be
convertible into shares [equity or
preference]
Conversion should happen in 5
years
It is compulsory convertible not
optionally or partially

6. Sr.
No.
From whom As what Interest Terms and conditions for
accepting money
Advance for
supply of
goods or
provisions of
services
Interest can be
charged, if it is
matter of
contract.
However if it is
related party
under section
2(76), it has to be
in compliance
with section 188
Recommended to have contract
Company receiving advance
should have permission for
dealing in goods or services for
which advance is received
Such advance should be
appropriated against supply of
goods or provision of services
Such appropriation should be
done in 365 days from
acceptance
If advance received is matter of
legal proceedings, 365 days limit
will not apply
Whatever is subject to legal
proceedings, will become deposit
after 15 days of it becoming due
for refund
If company accepting advance
has not permission or approval to
deal in goods or services, and
because of that the amount
becomes refundable, the said
amount will be considered as
deposit.
Advance
received in
connection
with
consideration
for property
Interest can be
charged, if it is
matter of
contract.
However if it is
related party
under section
2(76), it has to be
in compliance
with section 188
There should be contract
Company receiving advance
should have permission for
dealing in property for which
advance is received
Such advance should be
appropriated against property in
accordance with terms of
agreement
Restriction of 365 days will not
apply to this advance
If amount becomes due for
refund, it should be refunded in
15 days. Else will be considered
as deposit.

7. Sr.
No.
From whom As what Interest Terms and conditions for
accepting money
Security
Deposit
Interest can be
charged, if it is
matter of
contract.
However if it is
related party
under section
2(76), it has to be
in compliance
with section 188
Recommended to have contract
Security deposit for the
performance of the contract for
supply of goods or provision of
services
Provision of service includes
leasing of property
Company receiving deposit
should have permission for
dealing in goods or services for
which deposit is received
Advance
received
under long
term project
for supply of
capital goods
Interest can be
charged, if it is
matter of
contract.
However if it is
related party
under section
2(76), it has to be
in compliance
with section 188
Recommended to have contract
Company receiving advance
should have permission for
dealing in property for which
advance is received
Such advance should be
appropriated against property in
accordance with terms of
agreement
Restriction of 365 days will not
apply to this advance
If amount becomes due for
refund, it should be refunded in
15 days. Else will be considered
as deposit.
This is self explanatory note.
Any company can accept money from following entities [other than bank / financial
institution / foreign entities / government / commercial paper] –
1. From promoters under stipulation of bank / financial institution
2. From Directors so long as it is not out of borrowed funds
3. From employee as security deposit
4. From any person as security Debentures / Bonds
5. From any person as Compulsory Convertible Debenture / Bond
6. From any other Private or Public Limited Company
7. From any customer as – advance towards goods or services
8. From purchaser of property as advance towards purchase of property [partial
consideration]
9. From any business associate as security deposit for supply of goods or services

8. 10. From any business associates / customer as advance towards long term projects
However any borrowing from following entities would be considered as Deposit
1. Any borrowing from shareholder or relative of director [unless it is from Promoter OR
relative of promoter and amount is paid under stipulation from bank / financial
institution OR unless it is in the form of secured or convertible debentures OR unless it
is advance towards property / goods / services OR unless it is security deposit]
2. Any borrowing from LLP [unless it is promoter and amount is paid under stipulation
from bank / financial institution OR unless it is in the form of secured or convertible
debentures OR unless it is advance towards property / goods / services OR unless it is
security deposit]
3. Any borrowing from co operatives society [unless it is promoter and amount is paid
under stipulation from bank / financial institution OR unless it is in the form of secured
or convertible debentures OR unless it is advance towards property / goods / services
OR unless it is security deposit]
4. Any borrowing from third party [unless it is a Private / Public Company OR unless it is
in the form of secured or convertible debentures OR unless it is advance towards
property / goods / services OR unless it is security deposit]
VERY IMPORTANT
Can Group Company give loan to another Company?
Section 185 prohibits giving of loan from one company to another company in which Director
is interested. However loan can be given to following entities –
1. A private company in which director of lending company is neither a Director nor a
shareholder
2. A public company or Private Company or LLP or Foreign Company in which directors
of lending company do not control or exercise more than 25% or voting power
3. A public company or Private Company or LLP or Foreign Company whose Board /
Managing Director is not accustomed to act as per instruction of lending company’s
board or any director of lending company.
4. A private or public company which is wholly owned subsidiary of lending company
Further loan can be given by a Company to any company in which Director is interested, if
giving loan is ordinary course of such lending company i.e. it is not applicable to Non
Banking Finance Company.
What if the Company wants to accept deposit i.e. amount which does not qualify for
exemption under definition of deposit? Can a company accept deposit?
Any company can accept deposit from shareholders.

9. However there are following conditions –
1. A circular is required to be filed with ROC before accepting deposit
2. Deposit cannot be accepted from shareholder more than 25% of paid up capital and
free reserves
3. Deposit Insurance is mandatory for deposit upto Rs.20,000/-
4. Credit Rating is mandatory
5. Prior special resolution is required for accepting deposit
6. Every year a deposit return is required to be filed with ROC
7. Every year 15% of deposits maturing in that year should be kept as aside in
scheduled bank
8. All the terms and conditions of The Companies (Acceptance of Deposit) Rues, 2014
to be complied with

10. Which company can accept deposit from non shareholders?
Any public company fulfilling following conditions can accept deposit from non
shareholders. However such money cannot be more than 10% of paid up capital and free
reserves.
1. Having net worth of Rs. 100 crore OR
2. Turnover of Rs.500 crore
Such deposit has to be in compliance with The Companies (Acceptance of Deposit) Rues,
2014.