Narayan Das & Ors. v. M/S Rhine and Raavi Credits & Holdings Ltd

1. The present Petition has been filed on behalf of the Petitioner under Sections 433(e) and (f), 334 and 439 of the Companies Act, 1956 seeking winding up of the Respondent/Company, the appointment of the Official Liquidator and various related prayers.

2. No order of winding up was issued by the Court. The record reflects that although the matter has been pending for the last 11 years for the service of Notice on the Respondent/Company since they could not be located. The Petition was thereafter dismissed in default by the order dated 23.02.2017 and restored by the order dated 03.02.2020.

3. The Petitioner then filed an Application being CO.APPL. 348/2024 for impleadment of Reserve Bank of India [RBI]. It was stated in the Application that despite all steps, it has not been possible to serve notice on the Respondent/Company and since the Respondent/Company is working as a Non-Banking Financial Company [NBFC] in terms of Section 45-IB of the RBI Act, 1934, it is required to maintain a reserve of a 15% of public deposits as a liquid asset. 3.[1] The RBI was subsequently impleaded by the Court on 04.02.2025 and the RBI was directed to file an Affidavit in terms of the Application that was filed by the Petitioner.

4. Learned Counsel for the RBI submits that a Short Affidavit dated 17.04.2025 [hereinafter referred to as the “Affidavit”] has been filed by the RBI, which sets out that the Respondent/Company applied for a Certificate of Registration as M/s Neminath Credits & Holdings Limited and the Respondent/Company was issued a Certificate of Registration on 05.10.2001 to carry out the business of an NBFC-ND (Non-Banking Financial Companies - Non-Deposit taking). Thereafter, the Respondent/ Company changed its name from “M/s Neminath Credits & Holdings Limited” to the “M/s Rhine and Raavi Credit & Holdings Ltd.” and a fresh Registration Certificate was issued on 25.03.2009 once again to carry out the business as NBFC-ND (Non-Deposit taking). At that time, the registered Office of the Respondent/Company was 179-E (Ground Floor), Khirki Village, Malviya Nagar, New Delhi-110017. 4.[1] The Affidavit further sets out that on 02.07.2012, the RBI issued notices to the Respondent/Company for non-filing of financial statements and non-compliance with the terms and conditions as set out with Master Circular for NBFCs dated 02.07.2012 [hereinafter referred to as the “Master Circular”]. It is further stated in the Affidavit that since no response was received to the communications issued, the Certificate of Registration i.e., CoR No. B-14.02484 dated 25.03.2009 issued to the Respondent/Company was cancelled on 01.09.2014 [hereinafter referred to as the “Cancellation Order”]. It is further stated that as per the Cancellation Order, the Respondent/Company is liable to repay all outstanding liabilities, if any, and submit a report to the RBI in this regard, once cancellation occurs. 4.[2] The Affidavit additionally details that another communication was issued to the Respondent/Company on 22.09.2014 advising the Respondent/Company for requisite steps as well as not to take any steps in violation of the guidelines. However, it is stated that the letter dated 22.09.2014 was returned undelivered with the remarks that no such firm exists. Paragraph 6 to 10 of the Affidavit in this regard are set out below:

NBFCs dated July 02, 2012 is hereby annexed as Annexure R-1.

8. Thereafter, on finding that the Respondent No. 1 Company i.e., M/s Rhine and Raavi Credits & Holding had violated the directions issued by RBI, including Para A of the Master Circular- Returns to be submitted by NBFCs [DNBS.PD.CC.No.282/ 03.10.042/2012-13] dated July 02, 2012 by not filing its Financial Statements for the Financial Years ended March 31, 2012 onwards and in Para D of the abovesaid Master Circular by not filing Annual Statutory Auditors Certificate for the Financial Years ended March 31, 2012 onwards, the RBI had cancelled the CoR No. B- 14.02484 dated March 25, 2009 issued to the company, as NBFC under sub-section (6) of Section 45-IA of the RBI Act, 1934 vide order dated September 01, 2014. Further, as per the cancellation order, the company is liable to repay all outstanding liability towards depositors if any and all the debentures and to submit a report in this regard to the RBI.

9. It is submitted that vide letter bearing DNBS.ND. No. 984 /MSB / 05.18.149 / 2014-15 dated September 22, 2014, RBI had advised Respondent No.1 to strictly adhere to the directions given in the cancellation order dated September 01, 2014 and also to not undertake any NBFC activity in future without obtaining a CoR from the RBI and that the company will continue to be governed by relevant prov1s1ons of the RBI Act, 1934 and various directions/instructions issued by the RBI from time to time till it repays all the outstanding debentures and public deposits and the company was required to submit the quarterly reports and monthly returns showing details of repayment of debentures and deposit amount. The Company was advised vide the said letter that in case of any violation of RBI guidelines, penalty shall be imposed as per the provisions contained in Chapter V of the RBI Act, 1934. However, Respondent No. 1 Company has failed to submit any reports/returns. The copy of the letter bearing DNBS.ND. No. 984 I MSB I 05.18.149 I 2014- 15 dated September 22, 2014 is hereby annexed as Annexure R-2.

10. That pursuant to the abovesaid letter dated September 22, 2014, the RBI had also sent reminder dated November 02, 2015 to the Respondent Company wherein it was advised to furnish explanation for non-submission of required documents as advised vide the abovesaid letter dated September 22, 2014 and the said documents were advised to be submitted by November 10, 2015, however, the same was returned undelivered with remarks "no such firm". The copy of the reminder letter dated November 02, 2015 and the remarks of non-delivery are hereby annexed as Annexure R-3 (colly.)” [Emphasis Supplied]

5. In addition, the copies of balance sheets of the Respondent/Company for the Financial Year ending 31.03.2011 and 31.03.2012 as well as the Auditors Report has also been annexed along with the Affidavit.

6. Learned Counsel for the RBI lastly submits that the RBI does not have any other information about this Company and the only information that was available on record is also more than a decade old, however, has been placed before this Court by way of an Affidavit.

7. Learned Counsel for the Petitioner submits that the RBI must be now directed to furnish other information as well since it is the statutory authority governing NBFCs. 7.[1] This submission of the Petitioner is without any merit. Once the RBI has placed the Affidavit on record giving all details available in respect of the Respondent/Company and the RBI has also stated that the whereabouts of the Respondent/Company are unknown at present, it is not possible for the RBI to give any further information.

8. As stated above, this Petition was filed in the year 2014, and for the last 11 years, the service of Respondent/Company has not been effected. As a last attempt, the Petitioner had even impleaded the RBI with a view to obtain any additional information. In view of the fact that the Respondent is untraceable, there is no purpose on continuing this winding up Petition.

9. The Petition is accordingly dismissed.

10. The Petitioner is however at liberty to take any steps in accordance with law for redressal of its grievances.