Pending scheme of arrangement can justify keeping deposit repayment claims in abeyance until rights are settled.

Pending proceedings for sanction of a scheme of arrangement under section 391 of the Companies Act, 1956 were directly relevant to depositors' claims because an approved scheme would bind the parties and determine their rights. In that context, the Company Law Board should not have ordered immediate repayment of deposits under section 45QA(2) of the Reserve Bank of India Act, 1934, as such relief could conflict with the eventual scheme. The proper course was to keep the depositor applications in abeyance until the section 391 proceedings were concluded. The order of the Company Law Board was therefore set aside.

---

---

Issues: Whether the Company Law Board should have ordered repayment of deposits under section 45QA(2) of the Reserve Bank of India Act, 1934 when proceedings for sanction of a scheme of arrangement under section 391 of the Companies Act, 1956 were already pending before the High Court.

Analysis: The pending scheme proceedings were directly relevant to the depositors' claims, since an approved scheme would bind the parties and determine their rights. In that situation, directing immediate repayment during the pendency of the scheme-sanction process was not appropriate. The proper course was to keep the depositor applications in abeyance and await the outcome of the proceedings under section 391, rather than grant substantive relief that could conflict with the eventual scheme.

Conclusion: The order of the Company Law Board was unsustainable and was set aside, in favour of the appellant.

---