JUDGMENT Kuldip Chand Sood, J.—This second appeal, under Section 100 of the Code of Civil Procedure, arises out of the judgment and decree dated 24th May, 1996 of the learned Additional District Judge, Shimla. 2. The appeal was admitted on 27th November, 1996 without settling any substantial question of law. After having heard the learned Counsel for the parties, the following substantial question of law is settled:— 1. Whether the defendant-respondent could legally withhold the fixed deposit amount of the plaintiff-appellants to satisfy its claim under the contracts? 3. In order to appreciate the controversy, the relevant facts may be noticed: 4. Plaintiff, M/s. Himachal Builders, is a partnership firm. Plaintiffs No. 2 and 3 S/Shri H.K, Sareen and G.L. Nayyar are the partners of this firm. Defendant, "Himachal Pradesh Minerals Industrial Development Corporation (Corporation for short)", is a Government Company. The plaintiff-firm, under contract, was constructing certain buildings for the defendant Corporation during this period. The defendant Corporation, in the year 1976, invited public deposits for a fixed term. Plaintiff-firm deposited Rs. 82,000 with the defendant on 24th May, 1976 for a period of three years with a stipulation that defendant shall pay interest at the rate of 14.5% per annum in quarterly instalments. The amount so deposited was re-payable on 23rd May, 1979. The entire amount of Rs. 82,000 was not paid in cash. This amount consisted of:— (a) Rs. 50,000 pledged with the defendant-Corporation in connection with the execution of the various works by the plaintiff-firm undertaken with the Corporation; (b) Rs. 27,500 on account of the earnest money lying in deposit with the defendant-Corporation in respect of the Jabli works undertaken by the plaintiff-firm. (c) Rs. 433.33 paise as cash contribution. 5. The plaintiff-firm on 23rd May, 1979 surrendered the Fixed Deposit Receipt with the request for re-payment of the amount of deposit alongwith the interest. The amount however, was not paid to the plaintiff-firm inspite of notice dated 7th October, 1980. The defendant-Corporation paid only first three installments of the interest and thereafter stopped to pay the interest. 6. The plaintiff-firm filed a suit for recovery of Rs. 1, 53,844.33 paise alongwith future interest at the rate of 14.5% to be compounded quarterly from the date of the suit till the recovery of the entire amount in full. The defendant-Corporation paid only first three installments of the interest and thereafter stopped to pay the interest. 6. The plaintiff-firm filed a suit for recovery of Rs. 1, 53,844.33 paise alongwith future interest at the rate of 14.5% to be compounded quarterly from the date of the suit till the recovery of the entire amount in full. The case of the plaintiff-firm was that inspite of the notice of 7th October, 1980, plaintiff-firm stopped payment of the quarterly interest and thereafter when the Fixed Deposit Receipt was surrendered for the re-payment of the amount of the Fixed Deposit, the same was not paid. 7. The suit was resisted by the defendant-Corporation. It was admitted that defendant-Corporation invited public deposit for a fixed term. Shri H.K. Sareen, plaintiff No. 2, (Partner of the plaintiff-firm), by an application to the Managing Director of the defendant-Corporation offered deposit of Rs. 90,000. The plaintiff-firm, in this application, stated that Rs. 50,000 pledged with the defendant Corporation and other securities against various works under execution by the plaintiff-firm may be "taken" as deposit in the Scheme. Plaintiff-firm by the application requested that amount of Rs. 90,000, lying with the defendant-Corporation be converted into fixed deposit for three years under the Scheme. The matter was discussed by the Financial Adviser of the Corporation with the Managing Director and after discussion it was decided that fixed deposit equal to the security deposit lying with the defendant-Corporation may be given to the plaintiff-firm. It is the further case of the defendant that plaintiff-firm, at the relevant time, had undertaken the execution of the following construction works as contractor for the Corporation: (a) Country Liquor Bottling Plant, Mehatpur; (b) Woolen Mill, Nalagarh; and (c) Fruit Processing Plant, Jabli. 8. According to the defendant-Corporation, certain ad-hoc payments were made to the plaintiffs, against various contracts under execution by the plaintiff-firm. In all Rs. 5,96,792 were released to the plaintiffs in respect of Country Liquor Bottling Plant, Mehatpur. The plaintiff-firm was also paid Rs. 11,68,996.38 paise as running payment of the bill against the construction of the Woolen Mill at Nalagarh. Another sum of Rs. 11, 17/738.31 paise were paid as running payment against construction of Fruit Processing Unit at Jabli. In all Rs. 5,96,792 were released to the plaintiffs in respect of Country Liquor Bottling Plant, Mehatpur. The plaintiff-firm was also paid Rs. 11,68,996.38 paise as running payment of the bill against the construction of the Woolen Mill at Nalagarh. Another sum of Rs. 11, 17/738.31 paise were paid as running payment against construction of Fruit Processing Unit at Jabli. It is the case of the defendant-Corporation that under the terms of the agreement between the plaintiff-Contractor and defendant-Corporation the security from running bill was to be deducted at different rates. An amount of Rs. 1, 15,000 was deducted by the defendant-Corporation from the plaintiffs bill as per details given in Annexure-B with the written statement. It was pleaded that security deduction was contractual and forfeitable. The plaintiff-contractor was over paid for the works done by the firm which was sub-standard, defective. The security was forfeited and utilised for removing the defects in the constructions. The cash contribution of the plaintiffs in the fixed deposit was only Rs. 433.33 paise. It is the case of the defendant-Corporation that viewed from the above angle, the plaintiff was not entitled for the release of the amount of the fixed deposit receipts. It is also the case of the defendant-Corporation that the Fixed Deposit Receipt issued to the plaintiff stipulated "that Corporation shall have the first lien on all kinds of deposits and securities in its possession for any kind of liability in favour of or for money due to the Corporation". According to the defendant-Corporation, after checking the bills and measurement book, "Rs. 1, 01,897.62 paise were found to have been over drawn by the plaintiff" and the plaintiffs were informed about it by a notice dated 10th December, 1978. As no reply was received, therefore, the amount in respect of the fixed deposit was adjusted towards the amount due to the plaintiff. 9. In the replication, the plaintiff-firm did not dispute the execution of the works undertaken by the firm, but maintained that these facts were not relevant for the purpose of the release of the amount in respect of the Fixed Deposit Receipt. It is pleaded that any dispute of each of the contract was subject to arbitration and defendant could have resorted to such a course of action under the respective agreements in relation to the works. It is pleaded that any dispute of each of the contract was subject to arbitration and defendant could have resorted to such a course of action under the respective agreements in relation to the works. It is disputed that there could be any legal or valid adjustment of amount of the Fixed Deposit Receipt towards the amount which may be due from the plaintiff to the defendant. So far the condition on the reverse of the Fixed Deposit Receipt is concerned, it was maintained by the plaintiff-firm that it is of no consequence. 10. On the pleadings of the parties several issues were framed by the learned trial Court. Under issue No. 1 it was found that an amount of Rs. 1, 01,897.66 paise were over paid to the plaintiff-firm in respect of the Country Liquor Bottling Plant. It was held that an amount of Rs. 26,041.40 paise and Rs. 57,352.58 paise were also over paid in respect of the construction work of Woolen Mills, Nalagarh and Fruit Processing Plant, Jabli respectively. Under issue No. 3, it was held that defendant-Corporation had the lien on the amount of Fixed Deposit Scheme payable to the plaintiff-firm and they could retain this amount till their dues were cleared by the plaintiff-firm, though defendant-Corporation could not adjust or appropriate the amount of Fixed Deposit Receipt against the amount due to it unilaterally. It was held that the plaintiff-firm was bound by the stipulation on the reverse of the Fixed Deposit Receipt. The plaintiff was held to be entitled to the interest on the amount of the Fixed Deposit Receipt at the rate of 14.5% per annum in accordance with the conditions of the Fixed Deposit Receipt. The suit of the plaintiff was accordingly dismissed. 11. Dis-satisfied, the plaintiffs carried an appeal before the learned District Judge, Shimla. The appeal was dismissed by the learned Additional District Judge, Shimla, by the judgment and decree under challenge in this appeal. The learned first appellate Court upheld the findings of the learned trial Court. The learned first appellate Court observed that the plaintiff had not produced any evidence in respect of the work executed by the plaintiff-firm though defendant had produced the evidence to show the amounts which were due from the plaintiffs to the defendant and accordingly, concluded that the plaintiffs were over paid to the extent of Rs. The learned first appellate Court observed that the plaintiff had not produced any evidence in respect of the work executed by the plaintiff-firm though defendant had produced the evidence to show the amounts which were due from the plaintiffs to the defendant and accordingly, concluded that the plaintiffs were over paid to the extent of Rs. 1, 85,000 by the defendant in respect of the construction contract and is entitled to recover the same. Learned first appellate court also observed that if the plaintiffs disputed the measurement of the works taken by the defendant-Corporation then it was for the firm to take the appropriate steps for getting the dispute resolved by arbitration as stipulated in the various agreements and accordingly, dismissed this appeal. 12. I have heard Mr. J.S. Bhogal, learned Senior Advocate, instructed by Mr. Suneet Goel, Advocate, for the appellants and Mr. Vishal Mohan, learned Counsel for the respondent. I have also been taken through the record by the learned Counsel for the parties. 13. Mr. Bhogal draws my attention to Section 58-A of the Companies Act and submits that defendant-Corporation, a Government Company, invited the deposits in accordance with the rules made under sub-section (1) of Section 58-A and the amount of the deposit accepted by the Company, unless renewed, was required to be repaid in accordance with the terms and conditions of the deposit. Relevant provisions of Section 58-A may be reproduced for convenience: "Section 58-A. Deposits not to be invited without issuing an advertisement.—(1) The Central Government may, in consultation with the Reserve Bank of India, prescribed the limits up to which, the manner in which and the conditions subject to which deposits may be invited or accepted by a company either from the public or from its members. (2) No company shall invite, or allow any other person to invite or cause to be invited on its behalf, any deposit unless— (a) such deposit is invited or is caused to be invited in accordance with the rules made under sub-section (1), and (b) an advertisement, including therein a statement showing the financial position of the company, has been issued by the company, in such form and in such manner as may be prescribed. 3(a) Every deposit accepted by a company at any time before the commencement of the Companies (Amendment) Act, 1974, in accordance with the directions made by the Reserve Bank of India under Chapter III-B of the Reserve Bank of India Act, 1934, shall unless renewed in accordance with clause (b), be repaid in accordance with the [terms and conditions of such deposit], (b) No deposit referred to in clause (a) shall be renewed by the company after the expiry of the term thereof unless the deposit is such that it could have been accepted if the rules made under sub-section (1) were in force at the time when the deposit was initially accepted by the company. (c) Where, before the commencement of the Companies (Amendment) Act, 1974, any deposit was received by a company in contravention of any direction made under Chapter III-B of the Reserve Bank of India Act, 1934, repayment of such deposit shall be made in full on or before the 1st day of April, 1975, and such repayment shall be without prejudice to any action that may be taken under the Reserve Bank of India Act, 1934 for the acceptance of such deposit in contravention of such direction. [(3A) Every deposit accepted by a company after the commencement of the Companies (Amendment) Act, 1988, shall, unless renewed in accordance with the rules made under sub-section (1), be repaid in accordance with the terms and conditions of such deposit]. (Emphasis supplied) 14. Perusal of sub-section (3A) clearly shows that the deposit which is accepted by a company after the commencement of the Companies (Amendment) Act, 1988, has to be repaid in accordance with the terms and conditions of such deposit unless deposit is renewed in accordance with the rules. The Central Government has framed Companies (Acceptance of Deposits) Rules, 1975. The contention of Mr. Bhogal is that since the amount was accepted as deposit under Section 58-A of the Companies Act, therefore, this deposit was required to be repaid to the depositor, namely, plaintiffs, without any deduction or its appropriation towards any sum which may be due from the plaintiffs to the defendant and any violation thereof is violative of the provisions of sub-section 3A of Section 58-A of the Act which is also a criminal offence under the Act, under sub-sections (5) and (6) of this provision. 15. 15. There can be no scope of dispute that if deposit is made with the Company under Section 58-A, notwithstanding any stipulation to the contrary, the deposit is required to be repaid in terms of sub-section (3A) of Section 58-A of the Act. 16. Mr Bhogal further contends that after the acceptance of the deposit, pursuant to the advertisement of the defendant-Corporation, under Section 58-A of the Act no stipulation or condition could be added regarding the repayment of the deposit. 17. The argument is that the defendant-Corporation invited public deposit, such deposit was to be repaid with 14.5% interest with quarterly rests. There was no condition that Corporation shall have the lien on the amount of the fixed deposit receipt either in the brochure issued by the Corporation or in the advertisement as claimed by the defendant-Corporation and printed on the reverse of the Fixed Deposit Receipt. The contract was concluded moment plaintiffs made deposit with the defendant-Corporation pursuant to their advertisement and any subsequent stipulation on the reverse of the fixed deposit can not add to or vary the conditions already advertised. 18. The stipulation on reverse of the fixed deposit receipt reads:— "Note: (i) The Corporation shall have a first lien on all kinds of deposits and securities in its possession for any kind of liability in favour of or for money due to the Corporation. (ii) Interest on deposits ceases from due dates." 19. The contention of Shri Bhogal that the condition extracted above t)n the reverse of the Fixed Deposit Receipt Ex. P-2 cannot be read as condition or part of the contract is well founded. 20. However, the question is whether this deposit can be considered as deposit under Section 58-A of the Act. The Central Government has in exercise of the powers under Section 58-A framed Companies (Acceptance of Deposits) Rules, 1975 (hereinafter referred to as Rules). Rule-2(b)(vi) reads: "any amount received by way of security or as an advance from any purchasing agent, selling agent, or other agents in the course of or for the purposes of the business of the company or any advance received against orders for the supply of goods or properties or for the rendering of any service." 21. Rule-2(b)(vi) reads: "any amount received by way of security or as an advance from any purchasing agent, selling agent, or other agents in the course of or for the purposes of the business of the company or any advance received against orders for the supply of goods or properties or for the rendering of any service." 21. It is apparent that any amount which is received by the Company as security or as interest cannot be said to be amount in deposit with the Company within the meaning of Section 58-A of the Act. It is not disputed that the entire amount of Rs. 82,000, except Rs. 433.33 paise, was lying with the defendant-Corporation either as security or as security in terms of Fixed Deposit Receipt in the works which were under execution by the plaintiff-firm with the defendant-Corporation. The defendant has placed on record "General Conditions of Contract for Civil Works" by which the plaintiff-firm is governed for the execution of the works relating to the defendant-Corporation. Clause 2.15.1 of "General Conditions of the Contract" defines earnest money and security deposit as under: "2.15.1. The earnest money deposited by the contractor with his tender will be retained by the Company as part of Security for the due and faithful fulfillment of the contract by the Contractor. Unless otherwise provided for in the special conditions the total amount of Security Deposit payable by the Contractor shall be: 10% of the value of contract in the case of first Rs. 10.00 lakhs. 7-1/2% of the value of contract for the balance of Rs. 10.00 to 20.00 lakhs. The security deposit shall be collected from the running bills of the Contractors at the rates mentioned above and earnest money shall be treated as part of the security deposit." 22. It is apparent that the amount of earnest money and security deposit lying with the defendant-Corporation was for the due completion of the work undertaken by the plaintiff-firm with the defendant-Corporation as detailed in the written statement and therefore, in terms of Rule 2(b)(vi) of the Companies (Acceptance of Deposits) Rules, 1975 cannot be said to be a deposit within the meaning of Section 58-A of the Act and therefore, was not required to be returned or repaid to the plaintiff under sub-section 3A of Section 58-A. This amount except Rs. 433.33 paise, will be deemed to be held by the defendant-Corporation in terms of the various contracts relating to the various works as detailed in the written statement. Amount of Rs. 433.33 paise deposited in cash by the plaintiff-firm falls within the definition of the deposit under Section 58-A of the Act and is liable to be repaid to the plaintiff alongwith interest of 14.5%. 23. Mr. Bhogal, learned Senior Counsel, submits that the parties had gone to trial considering the amount of Fixed Deposit Receipt as deposit pursuant to the public invitation of such deposit under Section 58-A of the Act and therefore the entire amount of fixed deposit receipt should be considered as under Section 58-A of the Act for the purpose of this suit. I am afraid the contention is misplaced and cannot be accepted. There cannot be a legal stipulation or contract against an express statutory provision of law irrespective of the understanding of the defendant or the plaintiff. The deposit cannot be considered to be under Section 58-A of the Act. 24. Inevitable conclusion is that defendant-respondent is not bound to repay the amount of fixed deposit receipt except Rs. 433.33 paise under sub-section 3A of Section 58-A of the Act. Question is accordingly answered. 25. In the result, the appeal is partly accepted. The judgment and decree of the learned trial Court as well as the first appellate court are set aside. A decree for Rs. 433.33 paise is passed in favour of the plaintiff-firm and against the defendant-Corporation alongwith interest of 14.5% with quarterly rests from the date of deposit till the payment after deduction of the interest already paid. 26. It is, however, made clear that this decision shall not be in the way of plaintiffs to seek remedy, for the recovery of the amount which may be due to the defendant under the contract, as may be available to the plaintiff under the law. The parties, however, are left to bear their own costs. Appeal partly allowed.