NBFC must repay shareholder's unsecured loan treated as deposit under RBI Act Section 45QA despite no written agreement; oral terms enforceable; balance sheet acknowledgements extend limitation; repayment on demand if terms undefined.

ORDER

1. The present petition has been filed, on 18.09.2024, by Mukund sale Private limited (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 read with Rule 65 of NCLT Rules, 2016 (hereinafter referred to as the “RBI Act”), on account of the Respondent’s failure to repay the deposit made by the Petitioner. Through this petition, the Petitioner seeks, inter alia, the following reliefs:

“(i) Pass an Order and thereby directing repayment of the deposits along with interest due the 30 as mentioned in Paragraph (vii) 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 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 both parties 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. 1,10,62,524/- was made under the oral terms and conditions stating interest at the rate of 9% per annum, repayable at the end of the financial year. The details of the payments 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 various correspondences regarding repayment of the outstanding deposit, including letters and emails dated 14.04.2020 and 02.06.2020, were addressed to the Respondent Company; however, no repayment was made. The Petitioner also filed a complaint before the RBI through email dated 28.06.2020. 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 on such deposits for the AY 2019-2020.

6. The Petitioner, pertaining to the present petition, highlights that a bona fide clerical error occurred in the Applicant’s ledger, wherein an incorrect debit entry of Rs. 1,59,000/- was reflected, which was later rectified during finalisation of the accounts. The interest of Rs. 2,34,993/- was initially calculated at 9% p.a. for FY 2019–20 by including the said amount in the principal. Thereafter, the outstanding balances for subsequent financial years were computed on the basis of the reconciled and corrected books of accounts.

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 application is time-barred as the limitation for the recovery of any such money and interest thereon given without any agreement is three years from the demand is made, or the loan is disbursed, or interest becomes due. The Petitioner issued demands for repayment on 16.04.2020 and 02.06.2020; however, the present application is filed in the year 2024.