THE CHIEF MANAGER, CENTRAL BANK OF INDIA & ORS.versusM/S AD BUREAU ADVERTISING PVT. LTD & ANR.
- Citation
- 2025 INSC 288
- Decided
- 28 February 2025
- Disposal
- Disposed off
- Bench
- SUDHANSHU DHULIA
Holding
A borrower who avails a project loan for a commercial purpose with the dominant intention of profit generation is not a 'consumer' under the Consumer Protection Act, 1986, rendering the NCDRC's order beyond its jurisdiction.
Summary
The Central Bank of India granted a Rs 10 crore project loan to advertising firm Ad Bureau for post‑production of a movie, which later defaulted and was classified as an NPA. After a one‑time settlement and issuance of a No‑Dues Certificate, the bank erroneously reported the firm as a wilful defaulter to RBI, causing loss of reputation and a cancelled advertising licence. Ad Bureau filed a consumer complaint alleging deficiency in service and unfair trade practice before the NCDRC, which awarded Rs 75 lakhs compensation. The bank appealed, contending that the borrower was not a "consumer" under the Consumer Protection Act, 1986 because the loan was a commercial, business‑to‑business transaction aimed at profit generation. The Supreme Court examined the definition of "consumer" and the explanatory clause, applying principles from earlier judgments to determine that the dominant purpose of the loan was profit‑oriented, thus excluding the borrower from consumer status. Consequently, the Court set aside the NCDRC order, holding that the complaint was not maintainable, while leaving the compensation issue untouched. The appeal by the bank was allowed and the respondent’s challenge to the compensation was dismissed.
Issues considered
- Whether a borrower of a project loan for a profit‑generating commercial purpose falls within the definition of 'consumer' under Section 2(1)(d)(ii) of the Consumer Protection Act, 1986.
- Whether the National Consumer Disputes Redressal Commission had jurisdiction to entertain the consumer complaint filed by the borrower.
Legislation cited
Headnote
Issue for Consideration Issue arose as to whether the borrower of a project loan, falls within the definition of ‘Consumer’ under the provisions of the Consumer Protection Act, 1986. Headnotes† Consumer Protection Act, 1986 – s.2 (1)(d)(ii) – Borrower of project loan, if falls within the definition of ‘Consumer’ – Maintainability of the consumer complaint – Respondent-advertising and branding company defaulted on a project loan availed from the appellant-Bank for engaging in the post
Subjects
Judgment
[2025] 2 S.C.R. 1445 : 2025 INSC 288
The Chief Manager, Central Bank of India & Ors.
v.
M/s Ad Bureau Advertising Pvt. Ltd & Anr.
(Civil Appeal No. 7438 of 2023)
28 February 2025
[Sudhanshu Dhulia* and Prashant Kumar Mishra, JJ.]
Issue for Consideration
Issue arose as to whether the borrower of a project loan, falls within
the definition of ‘Consumer’ under the provisions of the Consumer
Protection Act, 1986.
Headnotes†
Consumer Protection Act, 1986 – s.2 (1)(d)(ii) – Definition
of ‘Consumer’ – Borrower of project loan, if falls within the
definition of ‘Consumer’ – Maintainability of the consumer
complaint – Respondent-advertising and branding company
defaulted on a project loan availed from the appellant-Bank
for engaging in the post production of a movie – Initiation of
proceedings, One Time Settlement between the parties and
thereafter, issuance of No-Dues Certificate to the respondent
and full-satisfaction memo filed before the DRT – However, the
Bank incorrectly reported the name of the respondent to Reserve
Bank of India as a defaulter with outstanding loan amount
which caused loss of goodwill and reputation, and resulted in
the respondent losing an exclusive advertising tender/license –
Consumer complaint by the respondent alleging negligence
and deficiency in service on part of the appellant – National
Commission partly allowed the complaint and directed the
Bank to pay compensation to the respondent – Sustainability:
Held: Respondent is not a ‘consumer’ under the Act – Plea that
post-production of a movie was a self-branding exercise, the
sole purpose being building a brand name for the respondent in
order to earn livelihood, thus no nexus to generation of profits,
not convincing since the dominant purpose behind brand building
itself was to attract more customers and consequently generate
profits or increase revenue for the business – Fundamental nature
of the transaction, availing of credit facility from Bank which was
* Author
1446 [2025] 2 S.C.R.
Supreme Court Reports
purely business-to-business transaction entered into for commercial
purpose, not altered – Transaction of obtaining a project loan had
a close nexus with a profit-generating activity and the dominant
purpose for getting the loan sanctioned was to generate profits
upon successful post-production of the movie – Order passed by
the National Commission set aside. [Paras 16, 18, 21]
Case Law Cited
National Insurance Company Limited v. Harsolia Motors & Ors.
[2023] 3 SCR 448 : (2023) 8 SCC 362; Lilavati Kirtilal Mehta
Medical Trust v. Unique Shanti Developers [2019] 14 SCR 563 :
(2020) 2 SCC 265; Shrikant G. Mantri v. Punjab National Bank
[2022] 5 SCR 945 : (2022) 5 SCC 42 – referred to.
List of Acts
Consumer Protection Act, 1986; Securitisation and Reconstruction
of Financial Assets and Enforcement of Security Interest Act, 2002;
Recovery of Debts Due to Banks and Financial Institutions Act, 1993.
List of Keywords
Consumer; Deficiency in service; Project loan; Borrower of project
loan; Consumer complaint; Postproduction of movie; Non-performing
asset; One-time settlement; Delayed period interest; No-Dues
Certificate; Full-satisfaction memo; Wilful defaulters; Doubtful and
loss accounts; Airports Authority of India advertising tender/license;
Wrongful reporting; Unfair trade practice; Serious breach of duty
by bank; Business-to-business transaction; Business-to-consumer
transaction; Dominant intention; Commercial purpose; Self-branding
exercise; Loan for self-use; Direct nexus with profit generating activity;
Maintainability of consumer complaint; Master Circular on Wilful
Defaulters DBOD No. BC/CIS/47/20.16.002/94 dated 23.04.1994.
Case Arising From
CIVIL APPELLATE JURISDICTION: Civil Appeal No. 7438 of 2023
From the Judgment and Order dated 30.08.2023 of the National
Consumers Disputes Redressal Commission, New Delhi in CC
No. 23 of 2021
With
Civil Appeal No. 3456 of 2025
[2025] 2 S.C.R. 1447
The Chief Manager, Central Bank of India & Ors. v.
M/s Ad Bureau Advertising Pvt. Ltd & Anr.
Appearances for Parties
Advs. for the Appellants:
Viresh B. Saharya, Akshat Agarwal, Rishabh Mathur, Ashish Wad,
Manoj Wad, Ms. Swati Arya, Ms. Akriti Arya, Mohd. Hadi (for
M/s. J S Wad And Co.).
Adv. for the Respondents:
Dharav Shah, Dhawal Desai, Pranaya Goyal.
Respondent-in-person.
Judgment / Order of the Supreme Court
Judgment
Sudhanshu Dhulia, J.
1. The question which arises in these two appeals for our determination
is that whether the borrower of a project loan, falls within the definition
of ‘Consumer’ under the provisions of the Consumer Protection Act,
1986 (hereinafter, ‘the Act’).
2. These statutory appeals arise from the order dated 30.08.2023 passed
by the National Consumer Disputes Redressal Commission, New
Delhi (hereinafter, ‘NCDRC’) in Consumer Complaint No. 23/2021.
The appellant before us in Civil Appeal No. 7483 of 2023 is the Chief
Manager, Central Bank of India and has filed the appeal under Section
23 of the Act, assailing the finding arrived at by the NCDRC holding
that there was a deficiency in service on part of the appellant and
thus, it is liable to pay compensation to the respondent No. 1, which
is M/s Ad Bureau Pvt. Ltd., (a company engaged in the business of
branding, consulting & advertising).
3. On the other hand, Civil Appeal (Diary) No. 20192 of 2024 has
been filed by M/s Ad Bureau Pvt. Ltd., challenging the quantum of
compensation awarded by the NCDRC, on the ground that the same
has been awarded inadequately. For the sake of convenience, we
shall refer to the parties as per their respective status in Civil Appeal
No. 7483 of 2023.
4. The NCDRC vide its order dated 30.08.2023 has allowed the
Consumer Complaint filed by respondent No.1 herein and has
1448 [2025] 2 S.C.R.
Supreme Court Reports
directed the appellants1 to pay a compensation of Rs. 75,00,000/- to
respondent No.1 and to issue a certificate stating that the loan account
of respondent No.1 with the Central Bank of India was settled and
no outstanding dues remained in the said account and also holding
that the Bank had wrongly reported the status of respondent No.1
as a defaulter to CIBIL,2 which caused loss to the respondent No.1
in the market. Additionally, the appellants were also directed to pay
to respondent No.1, litigation costs of Rs. 20,000/-.
5. At the outset, it would be necessary to state the relevant facts. On
28.04.2014, a Project Loan of Rs. 10 crores was sanctioned by the
Central Bank of India in favour of respondent No.1, which is a private
limited company carrying on advertising business. The purpose
behind availing this loan was that respondent No. 1 was to engage
in the post-production of a movie. A property located at old D.No.
61, new D. No. 194, St. Mary’s Road, Abhiramapuram, Chennai,
which stood in the name of the Chairman and Managing Director of
respondent No.1 was pledged as collateral for the loan. After availing
the said loan, respondent No. 1 defaulted in repayment and its loan
account and was classified as NPA3 on 04.02.2015. When respondent
No.1 failed to repay the amount even after issuance of Demand
Notice by the appellant-bank, a Possession Notice was issued on
21.05.2015 and pursuant to the same, symbolic possession of the
property pledged as collateral for the loan was taken in terms of
the provisions of the Securitisation and Reconstruction of Financial
Assets and Enforcement of Security Interest Act, 2002 (hereinafter
referred to as ‘SARFAESI Act’).
6. Thereafter, on 09.10.2015 the Bank filed an application under
Section 19 (1) of Recovery of Debts Due to Banks and Financial
Institutions Act, 1993 (hereinafter referred to as ‘RDDBFI Act’) before
the Debts Recovery Tribunal, Chennai for recovery of an amount of
Rs 4,65,39,715/-. This application came to be allowed by the Debts
Recovery Tribunal, Chennai vide order dated 05.12.2016 and the
Bank was held to be entitled to recover an amount of Rs.4,65,39,715/-
with interest @ 12% p.a. till the date of realisation along with
costs. Pursuant thereto, a communication was addressed to the
1 Appellant Nos. 1, 2 & 3 are the Chief Manager, Mount Road Branch, Chennai; Field General Manager,
Chennai; and the Managing Director & Chief Executive Officer of the Central Bank of India respectively.
2 Credit Information Bureau of India Limited.
3 Non-Performing Asset.
[2025] 2 S.C.R. 1449
The Chief Manager, Central Bank of India & Ors. v.
M/s Ad Bureau Advertising Pvt. Ltd & Anr.
appellant-bank by respondent No.1 offering a One-Time Settlement of
Rs. 3.56 Crores and the offer was duly accepted by the appellant-bank.
7. Thereafter, the appellant-bank called upon respondent No.1 to pay
the ‘delayed period interest’ which was computed as Rs. 14.43 lacs.
Admittedly, this amount was also paid by respondent No.1 to the
appellant-bank, pursuant to which ‘No-Dues Certificate’ was issued on
13.01.2017 and 20.03.2017 by the appellant-bank towards respondent
No.1. Further, a ‘full-satisfaction memo’ was also filed before the
DRT by the appellant-bank, wherein the factum of payment of the
one-time settlement amount and delayed interest by respondent
No. 1 was accepted by the appellant-bank.
8. The precise case of the respondent No. 1 before the NCDRC, as well
as before this Court, has been that the appellant-bank was grossly
negligent and deficient in providing banking services to respondent
No. 1 and has consequently caused monetary damages and a loss
of reputation to it. As per the ‘Master Circular on Wilful Defaulters’4
by the Reserve Bank of India (hereinafter, ‘RBI’), all nationalised
banks and financial institutions have to report information regarding
borrower accounts which are classified as doubtful and loss accounts
with outstanding amount aggregating Rs. 1 Crore and above. These
borrowers are classified and reported as ‘wilful defaulters’ by the
respective banks and financial institutions to the RBI, which in turn,
consolidates the entire information reported in the form of a list
on a yearly basis. The grievance of respondent No. 1 towards the
appellant-bank has been that the appellant-bank, despite issuing a
No-Dues Certificate and despite filing a Full-Satisfaction Memo before
the DRT, incorrectly reported the name of respondent No. 1 to RBI
as a defaulter with a total outstanding amount of Rs. 4.17 Crores.
9. This incorrect reporting by the appellant-bank not only led to a
significant loss of goodwill and reputation, but it also resulted in the
respondent No. 1 losing an exclusive advertising tender/license by
the Airports Authority of India, which although, was initially awarded
to respondent No. 1 but was subsequently cancelled for the reason
that a Bank Guarantee was required to be submitted, but the same
could not be done, as when the respondent No.1 approached HDFC
Bank for issuance of the same, the bank refused to do so upon
finding the name of respondent No.1 in the list of wilful defaulters.
4 Circular No. DBOD No. BC/CIS/47/20.16.002/94 dated 23.04.1994.
1450 [2025] 2 S.C.R.
Supreme Court Reports
10. Aggrieved by the wrongful reporting and the losses which it faced on
account of the same, respondent No. 1 filed Consumer Complaint No.
23 of 2021 before the NCDRC. Vide Impugned Order dt. 30.08.2023,
NCDRC partly allowed the complaint, holding that the appellant-bank
was deficient in service and also engaged in an unfair trade practice.
It was observed by the NCDRC that since the wrongful reporting by
the appellant-bank constitutes a serious breach of duty, it is liable
to compensate respondent No. 1 for the losses it has incurred and
accordingly, the NCDRC awarded a compensation of Rs. 75,00,000/-
to respondent No. 1 which was to be paid jointly and severally by the
appellants herein and also directed them to pay litigation costs of Rs.
20,000/-. Further, the appellants were directed to issue a certificate
in favour of respondent No. 1, wherein it was to be stated by the
appellant-bank that loan account of respondent No. 1 stood settled
and no outstanding dues remained. The appellant-bank had to further
state that it had been wrongly reporting the status respondent No.
1 as a ‘defaulter’ from 31.03.2017 till 30.06.2020.
11. We have heard learned counsel for the appellants as well as Shri
M. Abirchand Nahar, who appeared and argued as party-in-person,
on behalf of respondent No. 1 and we have also heard the learned
counsel for respondent No. 2, i.e. TransUnion CIBIL Limited.
12. At the outset, it has been submitted by the learned counsel for the
appellants that the order dated 30.08.2023 of the NCDRC is not
sustainable in law, as it was passed without first adjudicating whether
the respondent No. 1 falls within the definition of consumer in terms
of Section 2 (1) (d) (ii) of the Act. It has been further submitted by
the learned counsel for the appellants as well as learned counsel for
respondent No. 2 that respondent No. 1 does not come within the
definition of ‘consumer’ under Section 2 (1) (d) (ii) of the Act since
the service availed (sanction of project loan) by respondent No. 1
from the appellant-bank was purely for a commercial purpose and it
was a loan transaction between two business entities. In other words,
it was business-to-business transaction as opposed to a business-
to-consumer transaction. This is the first limb of the argument. The
second limb, which is a continuation of the first, is that this service
was availed by respondent No.1 with the ‘dominant intention’ of
generating profits and the main purpose behind the loan transaction
was to increase/generate additional revenue for the company. In
support of this argument, learned counsel(s) have relied upon two
[2025] 2 S.C.R. 1451
The Chief Manager, Central Bank of India & Ors. v.
M/s Ad Bureau Advertising Pvt. Ltd & Anr.
decisions of this Court in National Insurance Company Limited vs.
Harsolia Motors & Ors. (2023) 8 SCC 362 & Lilavati Kirtilal Mehta
Medical Trust vs. Unique Shanti Developers, (2020) 2 SCC 265.
13. Before dealing with the rival submissions advanced on behalf of the
respondent No. 1, we consider it necessary to refer to Section 2 (1)
(d) (ii) of the Act, which is reproduced as under:
(d) “consumer” means any person who—
(i) xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
(ii) hires or avails of any services for a consideration
which has been paid or promised or partly paid and partly
promised, or under any system of deferred payment and
includes any beneficiary of such services other than the
person who ‘hires or avails of the services for consideration
paid or promised, or partly paid and partly promised, or
under any system of deferred payment, when such services
are availed of with the approval of the first mentioned
person but does not include a person who avails of
such services for any commercial purposes;
Explanation.— For the purposes of this clause,
“commercial purpose” does not include use by a
person of goods bought and used by him and services
availed by him exclusively for the purposes of earning
his livelihood by means of self-employment;
(emphasis provided)
14. A plain reading of the above makes it clear that where a service
is availed, for any “commercial purpose” then the person who has
availed such a service is not a “consumer” for purposes of the Act.
All the same, this is subject to a caveat which is provided by the
Explanation to Section 2 (1) (d) of the Act. The explanation clarifies
that when the person uses the goods bought, or avails any service
for the sole purpose of earning his livelihood, by means of self-
employment, then such a person would not be excluded from the
definition of ‘consumer’ under the Act.
15. As a counter to the submission of the appellants that respondent
No.1 is not a ‘consumer’ on account of fact that the it had availed the
loan facility, with the purpose of generating profits for its business,
1452 [2025] 2 S.C.R.
Supreme Court Reports
respondent No. 1 would argue that it is squarely covered by the
Explanation to Section 2 (1) (d) of the Act and that loan was availed by
it only for ‘self-use’. This argument was also put forth by respondent
No. 1 before the NCDRC, where it claimed that loan amount of Rs.
10 crores was used by it to engage itself in the post-production of
a movie titled “Kochadaiiyaan” and to see to it that the name of
respondent No.1 is displayed on the movie title, the posters of the
movie as well as the advertisements of the movie. In other words,
it was a self-branding exercise, the sole purpose being building a
brand name for respondent No.1, in order to earn livelihood and
thus, there is no nexus to generation of profits.
16. We are not convinced by this argument put forth on behalf of
respondent No. 1 for the simple reason that even if partly, it may
be true that the loan was availed for a self-branding exercise, the
dominant purpose behind brand-building itself is to attract more
customers and consequently generate profits or increase revenue
for the business. A bald averment that company engaged itself in the
post-production of the movie solely for the purposes of brand-building
does not alter the fundamental nature of the transaction, i.e. the
availing of credit facility from the appellant-bank, which was purely
a business-to-business transaction, entered into for a commercial
purpose. Post-production of a film involves multiple activities, which
finally gives shape and presentation to a film, which is a commercial
venture.
17. In Lilavati Kirtilal Mehta Medical Trust vs. Unique Shanti
Developers, (2020) 2 SCC 265, this Court has observed that no
strait-jacket formula can be laid down for determining whether an
activity or transaction is for a commercial purpose and has laid down
certain principles which are to be kept in mind. The relevant excerpt
is reproduced hereunder:
“19. To summarise from the above discussion, though a
strait jacket formula cannot be adopted in every case, the
following broad principles can be culled out for determining
whether an activity or transaction is “for a commercial
purpose”:
19.1. The question of whether a transaction is for a
commercial purpose would depend upon the facts and
circumstances of each case. However, ordinarily,
[2025] 2 S.C.R. 1453
The Chief Manager, Central Bank of India & Ors. v.
M/s Ad Bureau Advertising Pvt. Ltd & Anr.
“commercial purpose” is understood to include
manufacturing/industrial activity or businesstobusiness
transactions between commercial entities.
19.2. The purchase of the good or service should have a
close and direct nexus with a profitgenerating activity.
19.3. The identity of the person making the purchase
or the value of the transaction is not conclusive to the
question of whether it is for a commercial purpose. It has
to be seen whether the dominant intention or dominant
purpose for the transaction was to facilitate some kind of
profit-generation for the purchaser or their beneficiary.”
(emphasis provided)
18. We are cognisant of the fact that respondent No.1 would not be
excluded from the definition of consumer merely on account of the fact
that it is a commercial entity/enterprise. But what has weighed with
us in coming to the conclusion that in the instant case, respondent
No.1 cannot be said to be a ‘consumer’ is the fact that the transaction
in question i.e. obtaining a project loan did have a close nexus with
a profit-generating activity and in fact, the dominant purpose for
getting this loan sanctioned was to generate profits upon successful
post-production of the movie titled “Kochadaiyaan”.
19. We may also refer to the decision of this Court in Shrikant G.
Mantri vs. Punjab National Bank (2022) 5 SCC 42. The facts of
this case were that the appellant therein was a stock-broker who
availed an over-draft facility from the respondent-bank, the purpose
of which was to facilitate his daily transactions in the stock and share
market. As collateral for the overdraft facility, the appellant therein
had pledged his shares, which were not returned to him despite
the matter being settled between the parties through a one-time
settlement. Alleging deficiency in service by the respondent-bank, the
appellant approached the NCDRC which dismissed the complainant
on the grounds of maintainability, holding that he is not a consumer
under the provisions of this Act. When the matter came up before this
Court, it was the appellant’s case that he had availed the overdraft
facility for his ‘self-employment’. This Court found no merit in this
argument and held that the overdraft facility was taken by the appellant
therein to expand his business profits and the relationship between
the appellant and respondent-bank would purely be a ‘business-to-
1454 [2025] 2 S.C.R.
Supreme Court Reports
business’ relationship and therefore, the transaction would clearly
come within the ambit of the term “commercial purpose”.
20. Further, in National Insurance Company Limited vs. Harsolia
Motors & Ors. (2023) 8 SCC 362, this Court has laid down the
determining factors which have to be kept in mind while considering
whether a service is availed for a commercial purpose or not. The
relevant excerpt is reproduced hereunder:
“39. Applying the aforesaid test, two things are culled
out : (i) whether the goods are purchased for resale or for
commercial purpose; or (ii) whether the services are availed
for any commercial purpose. The two-fold classification
is commercial purpose and non-commercial purpose. If
the goods are purchased for resale or for commercial
purpose, then such consumer would be excluded from the
coverage of the 1986 Act. For example, if a manufacturer
who is producing product A, for such production he may be
required to purchase articles which may be raw material,
then purchase of such articles would be for commercial
purpose. As against this, if the same manufacturer
purchases a refrigerator, television or air-conditioner for
his use at his residence or even for his office has no direct
or indirect nexus to generate profits, it cannot be held to
be for commercial purpose and for aforestated reason
he is qualified to approach the Consumer Forum under
the 1986 Act.
40. Similarly, a hospital which hires services of a medical
practitioner, it would be a commercial purpose, but if a
person avails such services for his ailment, it would be
held to be a non-commercial purpose. Taking a wide
meaning of the words “for any commercial purpose”,
it would mean that the goods purchased or services
hired should be used in any activity directly intended
to generate profit. Profit is the main aim of commercial
purpose, but in a case where goods purchased or services
hired is an activity, which is not directly intended to generate
profit, it would not be a commercial purpose.”
(emphasis provided)
[2025] 2 S.C.R. 1455
The Chief Manager, Central Bank of India & Ors. v.
M/s Ad Bureau Advertising Pvt. Ltd & Anr.
21. From an analysis of the afore-mentioned decisions, it is quite clear
that what is to be seen here is that whether the dominant intention
or dominant purpose for the transaction was to facilitate some kind
of profit generation for the person who has availed the service.
Therefore, it is our considered opinion that the respondent No.1 is
not a ‘consumer’ in terms of Section 2 (1) (d) (ii) of the Act.
22. In view of the aforesaid, we find merit in this appeal and accordingly
set aside the order dated 30.08.2023 passed by the NCDRC. The
Civil Appeal stands allowed, accordingly. Pending applications, if
any, shall stand disposed of.
23. However, we deem it necessary to add that we have only dealt
with the issue of maintainability of the Consumer Complaint filed
by respondent No.1 before the NCDRC, and we have allowed this
appeal only on the ground of lack of jurisdiction of NCDRC. We have
not expressed any opinion on the merits of the dispute between
the parties herein. We also clarify that this judgment shall not come
in the way of respondent No.1 to pursue appropriate remedies in
accordance with law.
Civil Appeal No. of 2025
(@ Diary No.20192 OF 2024)
24. Delay condoned.
25. In view of the aforesaid, we see absolutely no scope for our
interference with the order dated 30.08.2023 of the NCDRC as
regards the quantum of compensation awarded.
26. The civil appeal stands dismissed, accordingly.
27. Pending application(s), if any shall stand disposed of.
Result of the case: Appeals disposed of.
†
Headnotes prepared by: Nidhi Jain
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