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28. I find the submission of Mr. Nayar on this count unmeritorious. This is due to the reason that no doubt the language of the clause 2.3 is broad enough to cover the cases where "any sum" has been received by the Bank as a matter of satisfaction debt. But the said clause cannot be read dehors the agreement. The pari passu deed has been made by the two lenders and one borrower so that the debts realized by the lenders can be shared by various modes of recovery of such debts. The wrongful receipt of money or recovery by way payment and appropriation thereof is one of the mode of the recovery of the said loan. Therefore, the word "any sum" and interpretation of "otherwise" has to be broader as interpreted above but cannot be read without its co-relation with the debt. What follows from the same is that the bank as a lender is entitled to share a sum of money which the defendant no. 1 receives it as lender towards the subject debt or for that matter receives it and appropriates it towards that debt and not the sum which the defendant no. 1 bank receives it for other transaction. The interpretation canvassed by Mr. Nayar if would be accepted would make the clause so much wider which will preclude any business person or the debtor to even do the day to day banking transaction with the banker.

Such cannot be the intent or spirit behind the entering of the pari passu agreement so that the defendant bank would sign such an agreement whereby the defendant bank as a banker would be precluded to even receive any money and in the event any money is brought to the bank, the bank becomes liable to share the same with the plaintiff. Thus, it is only the money which either lender receives it in lieu of the loan or debt which is entitled to be shared proportionately and not otherwise.

31. It is also noteworthy that the defendant No. 1 as a banker can provide other credit facility to the defendant No. 2 which can be used as a matter of working capital or carrying out day to day affairs of normal banker. But certainly, being a banker, the defendant No. 1 on receipt of the money from defendant No. 2 can‟t appropriate the said money towards the debt and if done then the said receipt of money by the defendant No. 1 and consequential adjustments made thereto either recovery of interest installment under the term loan facility or to principal amount it shall be subject to fetters envisaged under clause 2.3 of the Pari Passu agreement.

a) The defendant No. 1 shall not be entitled to appropriate the sums received from that of the defendant No. 2 unilaterally towards the term loans which are the subject matter of loan agreement of Pari Passu Deed dated 29.11.2011. Upon receiving money from the defendant No.2, when the defendant No. 1 intends to make an adjustment towards the said loan or debt due from the defendant No. 2, the said defendant No.1 shall do the same after the intimation of the same to this court and following the due procedure provided in clause 5.1 under Pari Passu Deed dated 29.11.2011 and consequently dividing the same proportionately. It is further clarified that the defendant No.1 shall not appropriate the said sum either in respect of the interest or the principle as payment towards anyone of them is payment towards debt unless due compliance of clause 5.1 is made out by the defendant No.1 in future also.