NATIONAL COMPANY LAW TRIBUNAL COURT-V, MUMBAI BENCH

2. CA/370/2022 CP/412(MB)2021 IN THE MATTER OF Vimla T Dedhia … Petitioner Vs Anusmera Realty And Infra Pvt Ltd … Respondent U/s 73(4) of the Companies Act, 2013 Order Delivered on 21.01.2026 CORAM:

SH. MOHAN PRASAD TIWARI SH. CHARANJEET SINGH GULATI MEMBER (J) MEMBER (T)

Appearance through VC/Physical/Hybrid Mode:

For the Petitioner:

For the Respondent:

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ORDER CA/370/2022- The above CA is listed for pronouncement of order. The same is pronounced in open Court, vide a separate order.

Sd/- Sd/-

CHARANJEET SINGH GULATI MOHAN PRASAD TIWARI Member(Technical) Member(Judicial)

/Ziyaul/

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH COURT V Company Application 370 of 2022 In Company Petition 412 of 2021 IN THE MATTER OF:

ANUSMERA REALTY & INFRA PRIVATE LIMITED CIN: 04520MH2009PTC197060 A.F.F 83/A N.G ACHARYA MARG, CHEMBUR, MUMBAI – 400 071 .…Applicant Vs VIMLA THAKARASHI DEDHIA

14, ARJUN SMRITI, 3^rd FLOOR NANDIVALI ROAD, NEAR D.N.C SCHOOL, OPP. PRAGATI COLLEGE, DOMBIVALI (E) - 421201 .…Respondent Order pronounced on: 21.01.2026 Coram SH. MOHAN PRASAD TIWARI, HON’BLE MEMBER (JUDICIAL)

SH. CHARANJEET SINGH GULATI HON’BLE MEMBER (TECHNICAL)

Appearances:

For the Applicant : Adv. Rajan Agarwal a/w Adv Varun Agarwal For the Petitioner : Adv Ramesh Chheda VC

ORDER

1. The Company Application No. 370 of 2022 has been filed under Rule

11 of the National Company Law Tribunal Rules, 2016 by the Applicant, inter alia, challenging the maintainability of Company Petition No. 412 of 2021 filed by Respondent under Section 73(4) read with Section 76(2) of the Companies Act, 2013 seeking the dismissal the same as it is barred by limitation and not maintainable.

Submissions of the Applicant, in brief:

2. The Applicant submits that the Company Petition is not maintainable, misconceived, and an abuse of the process of this Tribunal, as the Respondent has wrongly invoked Sections 73(4) and 76(2) of the Companies Act, 2013 (the Act 2013) for recovery of alleged monies which do not constitute “deposits” in law.

3. Sections 73 and 76 of the Act, 2013 regulate the acceptance of deposits.

Section 73 generally prohibiting acceptance of deposits from the public and permitting acceptance only from members, while Section 76 provides an exception allowing eligible public companies to accept deposits from persons other than their members, subject to statutory conditions. The Respondent being a member/shareholder since 2013– 14, as reflected in statutory filings including Form MGT-7 available on the MCA portal, invocation of these provisions is wholly misconceived.

4. Further averred that the definition of “deposit” under section 2(31) of the Companies Act, 2013 is substantially on the same matter with the definition in the Explanation to section 58A of the Companies Act, 1956, reflecting continuity of legislative intent. While the 2013 Act refers to “receipt of money by way of deposit or loan or in any other form,” the expression “loan” is synonymous with “amount borrowed” in law and common usage, and the phrase “in any other form” must be construed ejusdem generis with “deposit.” Accordingly, the definition cannot be expansively interpreted to include every receipt of money, but only those receipts which are genuinely in the nature of a deposit.

5. Further that Saraswat Bank had sanctioned a term loan facility to Respondent No. 1. As per Clause 2.1 of the common terms and conditions mandated “subordination of unsecured loans of Rs. 750.00 lacs” for the Bank’s record. The monies in question were thus brought in pursuance of the Bank's directive, and cannot be characterized as deposits.

6. Pursuant to the conditions imposed by Saraswat Bank, the promoters brought in funds into the Company by way of unsecured loans. The amounts were infused solely to comply with the stipulations contained in the sanction letter and to meet the requirements of the lending Bank.

7. As per Rule 3 of th