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2026 Supreme(Online)(NCLT) 357
NATIONAL COMPANY LAW TRIBUNAL
Praveen Gupta, Judicial Member, Ashish Verma, Technical Member
PRACHI AGARWAL – Appellant
Versus
SHIVAM TRADERS AND HIRE PURCHASE PVT. LTD. – Respondent
CP No. 55/ALD/2024
For the Appellants/Petitioners: Ravi Kapoor, Aditi Singhal
For the Respondents: Arun Saxena, Nalini, Amit Verma
Oral deposits to NBFC qualify under RBI Act for repayment direction despite no written agreement; audited acknowledgements extend limitation; unsecured shareholder loans are deposits repayable on demand.
Headnote:(A) Reserve Bank of India Act, 1934 - Sections 45QA, 45I(bb), 45Q - Power to direct repayment of deposit - Non-banking financial company - Oral deposit agreement - Failure to repay - Tribunal directed repayment where deposit accepted but no written agreement executed, as reflected in audited financial statements - Unsecured loans from shareholders qualify as deposits - Repayment obligatory on demand absent written terms - Limitation extended by acknowledgements in balance sheets and COVID extension order. (Paras 16, 18, 19, 22, 26)
(B) Limitation Act, 1963 - Section 18, Article 113 - Acknowledgement in audited financial statements constitutes fresh limitation period - Supreme Court COVID order suspends limitation from 15.03.2020 to 28.02.2022 - Petition filed within extended time maintainable. (Paras 13, 14, 15)
(C) Indian Contract Act, 1872 - Sections 9, 10 - Oral contracts valid if free consent, lawful consideration - Mutual understanding between family shareholders establishes implied promise to repay - Absence of written agreement does not absolve repayment obligation. (Para 22)
Facts of the case:
Petitioner advanced sum as deposit to respondent NBFC on oral terms at 9% interest, repayable end of financial year, undisputed receipt reflected in audited statements as unsecured shareholder loan without agreements due to disputes. Demands raised in 2020 unmet, petition filed under Section 45QA seeking repayment with interest.
Findings of Court:
Transaction qualifies as deposit; oral terms enforceable; no default excused by absent documentation; parties to reconcile exact amount from petition claim and company books for repayment as per Form-11 terms.
Issues: Whether petition time-barred; whether absent written agreement precludes Section 45QA relief; nature of transaction as deposit despite oral terms and family ties.
Ratio Decidendi: Unsecured funds received by NBFC constitute deposits under broad definition, repayable per accepted terms including oral; statutory balance sheet acknowledgements extend limitation; family disputes irrelevant to repayment duty; Tribunal empowered to direct refund safeguarding depositor interests.
Result: Petition allowed; respondent directed to repay deposit with interest post reconciliation.
| Table of Content |
|---|
| 1. petitioner's deposit details and demands undisputed. (Para 1 , 2 , 3 , 4 , 5 , 10) |
| 2. respondent denies: time-barred, no agreement, family dispute. (Para 6) |
| 3. petitioner counters: covid extension, acknowledgments extend limitation. (Para 7) |
| 4. respondent sur-rejoinder: no written terms, 9-year repayment. (Para 8) |
| 5. limitation extended by acknowledgments and covid order. (Para 11 , 12 , 13 , 14 , 15) |
| 6. oral agreements valid; unsecured loans are deposits. (Para 16 , 17 , 18 , 19 , 20 , 21 , 22) |
| 7. similar agreements invalid due to conflicts. (Para 23 , 24 , 25) |
| 8. direct repayment under section 45qa(2) ordered. (Para 26 , 27) |
ORDER
1. The present petition has been filed by Prachi Agarwal (hereinafter referred to as the ‘Petitioner’) against Shivam Traders and Hire and Purchase Private Limited (hereinafter referred to as the ‘Respondent/Respondent Company’) on 29.09.2024, 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’) 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) 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 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.39,02,629/- 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 16.04.2020 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 07.06.2020. 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.
REPLY ON BEHALF OF THE RESPONDENT
6. 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.
b. The Respondent argues that the complaint filed by the Petitioner before the RBI refers to the alleged deposit as a ‘loan’ and also reflects a different amount than what has been stated in the present petition. The Respondent, in its detailed reply dated 20.07.2020 to RBI, has clarified that the said complaint is merely an outcome of a family dispute and lacks merit. It is further contended that additional details were also provided to the RBI through email dated 16.09.2020.
c. The Respondent contends that, in terms of Clause (vi) of Form-11 read
