Judicial Analysis Court Copy Headnote Facts Arguments Court observation

2026 Supreme(Online)(NCLT) 353

NATIONAL COMPANY LAW TRIBUNAL
Praveen Gupta, Judicial Member, Ashish Verma, Technical Member
Madhusudan Motors Pvt. Ltd. – Appellant
Versus
Shivam Traders and Hire Purchase Pvt. Ltd. – Respondent
CP No.14/ALD/2021 | CP No. 153/ALD/2020 | CP No. 154/ALD/2020 | CP No.52/ALD/2024 | CP No.53/ALD/2024 | CP No.54/ALD/2024 | CP No.55/ALD/2024 | CP No.56/ALD/2024 | CP No.57/ALD/2024 | CP No.58/ALD/2024 | Civil Suit No. 249/2021

Advocates:
For the Appellants/Petitioners: Ravi Kapoor, Aditi Singhal
For the Respondents: Arun Saxena, Nalini, Amit Verma

Inter-corporate deposits to NBFCs qualify as 'deposits' under RBI Act Section 45I(bb)'s broad definition, attracting Section 45QA repayment obligation; unauthorised agreements by conflicted directors without Section 186 compliance are unenforceable.

Headnote:(A) Reserve Bank of India Act, 1934 - Section 45QA read with Section 45I(bb) - Definition of 'deposit' - Inter-corporate deposits between companies received by non-deposit accepting NBFC qualify as 'deposit' under broad definition including any receipt of money by way of deposit or loan, not excluded therein - Distinction from narrower 'public deposit' under RBI Master Directions excluding amounts from another company does not override statutory definition - NBFC obligated to repay in accordance with terms; on default, Tribunal may direct repayment to safeguard interests (Paras 20-28).

(B) Companies Act, 2013 - Section 186 - Alleged agreement for inter-corporate deposit executed by common director of both companies without board resolution authorisation or special resolution, attracts conflict of interest, non-compliant with statutory requirements, lacks legal sanctity and unenforceable (Paras 30-33).

(C) Oral deposits - Absent valid written agreement, deposits repayable on demand upon notice; partial repayments inconsistent with alleged long-term tenure claim, undermine reliance on disputed document (Paras 34-37).

Facts of the case:
Petitioner company advanced substantial funds to respondent NBFC pursuant to oral arrangement at 10% interest p.a., repayable end of year; partial repayments made, balance unpaid despite demands and RBI complaints; respondent claimed inter-corporate deposit under 9-year agreement dated 01.04.2019, not a 'deposit' under RBI Act.

Findings of Court:
Transaction constitutes 'deposit' under Section 45I(bb); alleged agreement invalid for want of authorisation and Section 186 compliance; deposits repayable on demand post-notice; parties to reconcile exact amount from books.

Issues: Whether inter-corporate deposit qualifies as 'deposit' under Section 45I(bb) attracting Section 45QA; validity and binding nature of alleged long-term loan agreement; terms of repayment absent written contract.

Ratio Decidendi: 'Deposit' definition under Section 45I(bb) widely encompasses inter-corporate loans to NBFCs, distinct from 'public deposit'; unauthorised agreement by conflicted director unenforceable; oral deposits repayable on demand, justifying Tribunal direction under Section 45QA(2).

Result: Petition allowed; respondent directed to repay deposit with interest as per Form 11 terms post-reconciliation.

Table of Content
1. parties' background and family control dispute. (Para 1 , 2 , 3 , 4 , 5)
2. details of deposits, repayments, and demands. (Para 6 , 7 , 8 , 11)
3. parties' contentions on deposit nature. (Para 9 , 10)
4. undisputed facts and rival claims. (Para 17 , 18 , 19)
5. icd qualifies as 'deposit' under section 45i(bb). (Para 20 , 21 , 22 , 23 , 24 , 25 , 26 , 27 , 28)
6. alleged agreement invalid due to non-compliance. (Para 29 , 30 , 31 , 32 , 33 , 34 , 35 , 36)
7. direct repayment under section 45qa(2). (Para 37 , 38)

ORDER

1. The present petition has been filed, on 17.02.2021, by Madhusudhan Motors Private Limited (hereinafter referred to as the ‘Petitioner/Petitioner Company’) against Shivam Traders and Hire and Purchase Private Limited (hereinafter referred to as the ‘Respondent/Respondent Company’) under Section 45QA of the Reserve Bank of India Act, 1934 (hereinafter referred to as the “RBI Act”) read with Rule 65 of NCLT Rules, 2016 (hereinafter referred to as ‘NCLT Rules’), as the Respondent Company has failed to repay the deposit made by the Petitioner Company. This Petition has been filed in Form 11 as prescribed in Rule 73 of NCLT Rules seeking, inter alia, the following reliefs:

“(i) that the company, above named be directed to make repayment of the aforesaid Deposit along with interest due thereon in accordance with the Terms and Conditions of the Deposit;

(ii) that such further orders be passed as the Tribunal deem fit in the circumstances of the case.”

2. It is stated that the Petitioner Company is the authorized dealer of M/s Maruti Suzuki India Ltd. and engaged in the business of selling vehicles along with providing after sales services, sale of spare parts & accessories, insurance of cars, of its principal company i.e. M/s Maruti Suzuki India Ltd. and is having its registered office at Agra. The Respondent Company, on the other hand, is a non- deposit-accepting Non-Banking Financial Company (NBFC) registered under the RBI Act, with its registered office also situated at Agra. Accordingly, since the registered offices of both parties are located within Agra, the jurisdiction vests in this Tribunal.

3. As per the details provided, both the Petitioner Company and the Respondent Company are controlled by two factions of the same family. One faction is led by Sh. Rama Shankar and the second faction is led by Sh. Ravi Shankar. Both are brothers.

4. At present, the Petitioner Company, i.e. M/s Madhusudan Motors Pvt. Ltd., is controlled by Sh. Rama Shankar and/or his branch of the family, i.e. Rachit Agarwal and Anurag Agarwal and the Respondent Company, i.e. M/s Shivam Traders and Hire and Purchase Private Limited, is controlled by Sh. Ravi Shankar and the mother of both brothers, Smt. Meena Kumari and/or his branch of the family members, i.e. Deependra Agarwal, son of Sh. Ravi Shankar.

5. Prior to 01.07.2020, the Board of the Petitioner Company comprised Sh. Rama Shankar and Sh. Ravi Shankar. As per the details provided, Sh. Ravi Shankar was removed from the Board of the Petitioner Company on account of certain alleged illegalities and of oppression and mismanagement in the affairs of the Petitioner Company. The dispute with respect to affairs of the Petitioner Company has come before this tribunal vide two petitions i.e. CP No. 153/ALD/2020, titled as Rachit Agarwal & Ors v. Madhusudan Motors Pvt Ltd & Ors and CP No. 154/ALD/2020, titled as Ravi Shankar & Ors v. Madhusudan Motors Pvt Ltd & Ors, which are presently pending before this Tribunal.

6. As per the averments made in the Petition, an amount of deposit of Rs. 18,54,45,113/- was made under the terms and conditions orally agreed upon, providing for payment of interest at the rate of 10% per annum, repayable at the end of the financial year. The details of the repayments so far made by the Respondent Company are as follows:

7. The Petitioner Company further submits that the actual amount due and payable, comprising the principal amount along with accrued interest,

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