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2023 (6) TMI 1086 - HC - Companies LawInterest earned on the aggregate escrowed amount - Liability of the petitioners to deposit to the Investor Education Protection Fund (IEPF) under Section 125 of the Companies Act, 2013 - whether the petitioner no. 1-Company is liable to transfer the interest earned on the aggregate escrowed amount (including the principal and the accrued interest thereon) also to the IEPF? - Doctrine of estoppel against statute - HELD THAT - A close examination of Section 205C and Section 125 of the 1956 and 2013 Acts shows that the said provisions do not have any direct conflict with Chapter IIIB of the RBI Act. Whereas the provisions of the said two Companies Acts govern all companies generally, Chapter IIIB of the RBI Act pertains to certain provisions specifically relating to non-banking institutions receiving deposits and to financial institutions, insofar as such disputes are concerned. The Peerless, that is, the petitioner, is squarely covered under the said definition and, as such, Chapter IIIB governs the functioning of the petitioner s company as well - Chapter IIIB operates in particular spheres. Whereas a variety of functioning of NBFCs is covered by the directions contemplated in Chapter IIIB, very few of the same are pertinent in the present context. As for example, Section 45 IA pertains primarily to requirement of registration and net owned fund, Section 45 IB to maintenance of percentage of assets and 45 IC to reserve fund. Section 45 ID deals with the power of the bank to remove directors from office and Section 45 IE with supersession of Board of Directors of NBFCs other than Government Companies. Section 45 J pertains to regulation or prohibition of issue of prospectus of advertisement soliciting deposits of money. It is relevant to mention here that the Escrow Account was created in terms of the order of Court and specifically to deposit the amount which was the subject-matter of the present lis. Hence, the said deposits were sub judice and it was de hors the authority of the RBI to dictate the fate of the same. Moreover, as discussed above, nothing in Chapter IIIB pertains to interest on Escrow Accounts in cases such as the present one. Even if the RBI advised the petitioner that any interest received by the Company on investment in FDs/government securities would be available to the company, the same pertained only to interest received by the company . However, the interest which accumulated on the deposits in the Escrow Account in the present case, under no stretch of imagination, could be said to be received by the Company. The said amounts were sub judice and were subject to the outcome of the present writ petition. Hence, the argument that the directives of the RBI prompted the petitioner to use such interest is neither here nor there. The entire entitlement of the deposits in the Escrow Account, on which the interest was accrued, belongs to the IEPF. The interest accrued in the Escrow Account in the present case was not a component of the usufructs of the petitioner s functions in any manner but, all along, belonged to the IEPF, which is an entity constituted statutorily for specified purposes. The purpose of the creation of the IEPF would itself be defeated if the petitioner is permitted to usurp the said interest. Hence, it cannot be said that the petitioner is entitled to such interest in any manner. Doctrine of estoppel against statute - Power of RBI to issue instructions under the Companies Acts, 1956 or 2013 - NBFC - HELD THAT - The same need not be invoked in the present case since, the RBI did not give any specific direction to the petitioner, nor did the petitioner construe any such direction so as to defeat the right of the IEPF conferred under a different statute that is the 2013 Act and, thereinbefore, by the 1956 Act. Petition allowed.
Issues Involved:
1. Liability to deposit interest earned on escrowed funds to the Investor Education Protection Fund (IEPF). 2. Applicability and overriding effect of Chapter IIIB of the Reserve Bank of India (RBI) Act over the Companies Acts of 1956 and 2013. 3. Validity and binding nature of RBI's directions regarding interest on escrow accounts. 4. Estoppel and waiver against statutory provisions. Summary: 1. Liability to Deposit Interest to IEPF: The primary issue was whether the petitioner company was liable to transfer the interest earned on the aggregate escrowed amount to the IEPF. The court held that under Section 125 of the Companies Act, 2013, and Section 205C of the Companies Act, 1956, the petitioner was bound to transfer both the principal and the interest accrued on unclaimed deposits to the IEPF. The court emphasized that the interest earned on the amount lying with the petitioner-Company is public money and must be deposited with the IEPF. 2. Applicability and Overriding Effect of Chapter IIIB of the RBI Act: The petitioners argued that Chapter IIIB of the RBI Act, specifically Section 45Q, confers overriding effect over any other law, including the Companies Acts. However, the court found no direct conflict between Chapter IIIB of the RBI Act and Sections 205C of the 1956 Act or 125 of the 2013 Act. The court concluded that while Chapter IIIB governs the functioning of NBFCs, it does not cover interest on escrow accounts as in the present case. Thus, the provisions of the Companies Acts were applicable. 3. Validity and Binding Nature of RBI's Directions: The petitioners contended that the RBI's letters allowed them to use the interest earned on the escrowed amounts. However, the court determined that these communications did not constitute binding directions under Chapter IIIB of the RBI Act. The court stated that the RBI's advice on the interest was not a policy decision and did not override the statutory requirements of the Companies Acts. 4. Estoppel and Waiver Against Statutory Provisions: The court rejected the argument of estoppel against the statute, stating that there cannot be any estoppel against statutory provisions. The court also noted that the RBI did not have the right to relinquish the interest due to the IEPF, and thus, no plea of waiver was available against the RBI. Conclusion: The court ordered that the amount invested in the Escrow Account, along with the entire interest accrued thereon, be disbursed in favor of the IEPF by August 31, 2023. The writ petitions were dismissed, and there was no order as to costs.
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