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2026 Supreme(Online)(NCLT) 354
NATIONAL COMPANY LAW TRIBUNAL
Praveen Gupta, Judicial Member, Ashish Verma, Technical Member
Madhusudan Automobiles – Appellant
Versus
Shivam Traders And Hire Purchase Pvt. Ltd. – Respondent
CP No. 52/ALD/2024
For the Appellants/Petitioners: Ravi Kapoor, Aditi Singhal
For the Respondents: Arun Saxena, Nalini, Amit Verma
Unsecured loans to NBFC without valid written agreement qualify as repayable deposits under RBI Act Section 45QA; balance sheet acknowledgements extend limitation; partnership dissolution does not bar debt recovery.
Headnote:(A) Reserve Bank of India Act, 1934 - Section 45QA - Power to direct repayment of deposits by NBFC - Unsecured loans from related parties to NBFC classified as deposits under Section 45I(bb) - Repayable on demand in absence of valid written agreement - Tribunal satisfied to direct repayment under Section 45QA(2) to safeguard depositor interests where receipt of funds undisputed but repayment defaulted. (Paras 23-38)
(B) Limitation Act, 1963 - Section 18 - Article 113 - Acknowledgement of liability in audited financial statements extends limitation period - COVID-19 extension order further supports filing within time. (Paras 14-16)
(C) Indian Partnership Act, 1932 - Section 47 - Dissolution does not extinguish firm's rights to recover debts - Partner authorised to pursue recovery as part of winding up even post-dissolution notice. (Paras 17-22)
Facts of the case:
Petition by partnership firm against NBFC for repayment of unsecured deposit/loan of Rs. 5,82,89,970/- advanced on 01.04.2019 at 12% interest, repayable end of financial year. NBFC acknowledged receipt in audited statements but contested on limitation, firm dissolution, and alleged 9-year repayment agreement dated 01.04.2019 signed by common partner/director.
Findings of Court:
Petition maintainable; no valid agreement proven; amount qualifies as deposit; default established; parties to reconcile exact dues for repayment.
Issues: Whether petition time-barred; maintainable post alleged firm dissolution; constitutes default under Section 45QA given alleged long-term loan terms; validity of alleged agreement.
Ratio Decidendi: Unsecured funds received by NBFC without enforceable written terms are deposits repayable on demand; balance sheet acknowledgements extend limitation and affirm liability; post-dissolution recovery rights persist under partnership law; alleged agreement rejected for conflict of interest, lack of authorisation, stamp duty non-compliance, and contradiction with NBFC's own disclosures of no agreements.
Result: Petition allowed; NBFC directed to repay deposit with interest post reconciliation. (Para 38)
| Table of Content |
|---|
| 1. petition details and deposit repayment claims (Para 1 , 2 , 3 , 4 , 5 , 6) |
| 2. respondent denies petition validity (Para 7) |
| 3. petitioner counters on limitation and dissolution (Para 8) |
| 4. respondent sur-rejoinder on pleadings (Para 9) |
| 5. undisputed family ties and deposit facts (Para 11 , 12) |
| 6. petition within limitation via acknowledgments (Para 13 , 14 , 15 , 16) |
| 7. dissolution doesn't bar recovery under section 47 (Para 17 , 18 , 19 , 20 , 21 , 22) |
| 8. unsecured loans qualify as deposits under rbi act (Para 23 , 24 , 25 , 26 , 27 , 28) |
| 9. alleged agreement invalid due to conflict (Para 29 , 30 , 31 , 32 , 33 , 34 , 35 , 36) |
| 10. direct repayment under section 45qa(2) (Para 37 , 38) |
ORDER
1. The present petition has been filed, on 18.09.2024, by Madhusudan Automobiles; through its partner Mr. Rachit Agarwal (hereinafter referred to as the ‘Petitioner’) 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) Pass an Order and thereby directing repayment of the deposits along with interest due thereon as mentioned in in accordance with the Terms and Paragraph (vii) 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 noted that the Respondent Company 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 Respondent as well as the address of the Petitioner, are located within Agra, the jurisdiction vests in this Tribunal.
3. As per the averments made in the Petition, an amount of deposit of Rs. 5,82,89,970/- was made under a mutually agreed terms and conditions stating the interest at the rate of 12% 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:
4. The Petitioner further submits that the actual amount due and payable, comprising the principal along with accrued interest, as on the date of filing of the present application, is as under: –
5. It is submitted by the Petitioner that a notice dated 17.04.2020 was issued seeking repayment of the outstanding deposit; however, no response was received, and no repayment of the deposit was made. The Petitioner has further submitted that during the Financial Years 2019– 20 and 2023–24, the Respondent Company, towards partial discharge of its liability in respect of the deposits forming the subject matter of the present Petition, had made payments aggregating to Rs.6,22,50,000/- and approximately Rs. 5,00,00,000/- respectively in favour of the Petitioner. It is noted that, even after giving due set-off to the aforesaid payments, a substantial amount continues to remain outstanding and unpaid.
6. The Petitioner further submits that the deposit was made without any agreement, as the transactions themselves are undisputed. The Petitioner also points out that the Respondent Company had duly deducted TDS @ 10% on such deposits for the FY 2018-2019.
REPLY ON BEHALF OF THE RESPONDENT
7. The Respondent filed its reply on 26.03.2025, denying the averments made in the petition on the following grounds:
a. The Respondent contends that the present petition has been signed by Mr. Rachit Agarwal as a partner of the Applicant firm, which had already been dissolved by a notice dated 18.02.2021 issued by Smt. Meena Kumari (one of the two partners). As the partnership was at will under the deed dated 24.07.2013, the said notice dissolved the fi
