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2026 Supreme(Online)(NCLT) 360
NATIONAL COMPANY LAW TRIBUNAL
Praveen Gupta, Judicial Member, Ashish Verma, Technical Member
Rachit Agarwal HUF – Appellant
Versus
Shivam Traders and Hire Purchase Pvt. Ltd. – Respondent
CP No. 58/ALD/2024
For the Appellants/Petitioners: Ravi Kapoor, Aditi Singhal
For the Respondents: Arun Saxena, Nalini, Amit Verma
Oral unsecured loans to NBFC qualify as repayable deposits under RBI Act S.45QA despite no written agreement; limitation extended by acknowledgements.
Headnote:(A) Reserve Bank of India Act, 1934 - Sections 45QA(1), 45QA(2), 45I(bb), 45Q - NCLT Rules, 2016 - Rule 73 - Limitation Act, 1963 - Sections 18, Art.113 - Indian Contract Act, 1872 - Sections 9, 10 - Companies Act, 2013 - S.186 - Petition under S.45QA against NBFC for repayment of deposit advanced as unsecured loan without written agreement - Oral terms at 12% interest, repayable end of financial year - NBFC must repay deposits per terms; absence of written agreement does not bar relief as substance prevails over form, unsecured loans qualify as deposits u/s 45I(bb) - Continuous acknowledgement in audited financial statements extends limitation u/s 18 - COVID extension order applicable - Similar transaction agreements invalid due to conflict of interest - Tribunal empowered to direct repayment to protect depositors. (Paras 10-27)
Facts of the case:
Petitioner advanced Rs.12,72,464/- to Respondent NBFC orally at 12% interest, repayable end of FY; demands in 2020 unmet; TDS deducted at 12%; acknowledged in audited accounts despite no written agreement; family/shareholder disputes alleged.
Findings of Court:
Petition within limitation due to acknowledgements and COVID extension; unsecured loan is deposit; oral contract valid; direct repayment per Form-11 terms post-reconciliation.
Issues: Whether petition time-barred; whether absence of written agreement bars S.45QA relief; nature of transaction as deposit.
Ratio Decidendi: Oral deposits enforceable under RBI Act; audited acknowledgements extend limitation; NBFCs cannot evade repayment liability absent valid exclusions; Tribunal safeguards depositors via S.45QA(2).
Result: Petition allowed.
| Table of Content |
|---|
| 1. petition seeks nbfc deposit repayment under rbi act. (Para 1 , 2 , 3 , 4 , 5) |
| 2. parties dispute limitation, deposit nature, agreement absence. (Para 6 , 7 , 8) |
| 3. undisputed advance; objections on limitation and default. (Para 9 , 10 , 11 , 12) |
| 4. limitation extended by acknowledgements and covid order. (Para 13 , 14 , 15) |
| 5. oral deposits valid; unsecured loans are deposits. (Para 16 , 17 , 18 , 19 , 20 , 21 , 22) |
| 6. similar agreements invalid due to conflicts. (Para 23 , 24 , 25) |
| 7. direct repayment post-reconciliation; petition allowed. (Para 26 , 27) |
ORDER
1. The present petition has been filed by Rachit Agarwal HUF (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.12,72,464/- was made under the oral terms and conditions stating interest at the rate of 12% 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 15.04.2020 and 02.06.2020, were addressed to the Respondent Company; however, no repayment was made. 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 with Rule 73 of the NCLT Rules, 2016, it is mandatory for the Petitioner to disclose the terms and conditions of the deposit along with its date of mat
