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E. Without prejudice to the above, all creditors have a pari passu charge over the 'tagged receivables'.

5.19 NHB has pleaded that the receivables of DHFL are not secured pari passu with other lenders as the NOC dated September 25, 2012 ("NOC Letter") given by NHB to GDA Trusteeship Limited (now known as Catalyst Trusteeship Limited) was subject to the covenants and restrictions in the MOA. However, the case of NHB cannot be sustained in law or fact:

a. Section 16B neither (i) contemplates exclusion of any rights that DHFL has to create security over the Tagged Receivables; nor (ii) does it take away DHFL's legal ownership over the Tagged Receivables; nor (iii) excludes or precludes NHB's ability as a beneficiary to allow the creation of security over the Tagged Receivables.
c. Authority letters (including a letter dated June 20, 2018) provided by NHB to Catalyst.
d. The annual reports of DUFL for the F.Y. 2016-17, 2017-18 and 2018-19.
5.21 Where NHB has desired to exclude properties of DHFL from the pari passu charge in recognition of statutory provisions, it has expressly provided for such exclusion in the deeds of hypothecation. For example, NHB has expressly Company Appeal (AT) (Insolvency) No.461 of 2021 33 of 91 excluded the floating charge created in favour of depositors as per the provisions of Section 29B of the NHB Act from the pari passu charge. However, no such exception has been carved out for the Tagged Receivables.

12. NHB has consistently recognised the pari passu charge of other lenders of DHFL 12.1 NHB has at all times acknowledged and recognized the pari passu charge of the other lenders on the loans in terms of the security documents. This has been acknowledged inter alia in the sanction letters dated January 21, 2009, and March 03, 2016, and Joint Deeds of Hypothecations from 2010 to 2015. Further, a letter dated March 17, 2020, issued by the Administrator of DHFL and the Balance Sheets of DHFL, provides a pari passu charge on the security and loan amounts of DHFL in favour of NHB and other lenders. 12.2 It is stated that NHB cannot cherry-pick the contents of the no-objection letter dated September 25, 2012, provided by NHB for appointment of Catalyst Trusteeship Limited, mainly when the letter itself gives that the refinance outstanding of the NHB is 'secured by the first charge on all the book debts, movables (other than housing loans and investments) and immovable properties of the company ranking pari passu with other lenders.' 12.3 In fact, among other things, under clause 9 of the MOA, NHB has itself recognized the creation of charge over the assets, including receivables of DHFL. Further, post-issuance of the NOC Letter, between 2012 and 2018, the creditors, including NHB (directly or through the Security Trustee), created a pari passu charge over all the assets of DHFL. Therefore, it is stated that NHB itself, having Company Appeal (AT) (Insolvency) No.461 of 2021 55 of 91 waived its alleged benefit under the NHB Act by ceding pari passu charge in favour of all other lenders, cannot now seek to invoke the said alleged additional privilege.

15.3 It is submitted that a bare reading of the clause itself shows that there is no requirement for the certificate to state whether the 'Tagged Receivables' are unencumbered/free of charge.

15.4 Without prejudice to the aforesaid, the documents produced in the Appeal clearly and unequivocally establish that all the lenders, including NHB, have a pari passu charge on the assets of DHFL (which include the Tagged Receivables). Hence, any charge of NHB on Tagged Receivables is subject to the charge of lenders and only after the satisfaction of the charge of the lenders can the same be utilised for the benefit of NHB.