JUDGMENT Sen, J.: This is a revisional application directed against an order dated August 16, 1980, passed by the learned Subordinate Judge, 10th Court, Alipore, in Title Suit No. 114 of 1976. By the order impugned the learned Subordinate Judge has rejected an application made by Effective Trade House Private Limited, the petitioner before us, for being added as a party to the said suit which is a suit for enforcement of a claim on mortagage. The short point involved in the application is as to whether the petitioner having entered into a contract with the defendant to run the Mill which is the subject-matter of mortgage upon investment of their own money can be said to have such interest in the subject-matter as would entitle them to be added as a party to the suit. The revisional application is being contested both by United Bank of India, the plaintiff and the United Flour Mills Company Limited, the defendant. 2. On October 14, 1976, United Bank of India (hereinafter referred to as the plaintiff) instituted the aforesaid referred suit against United Flour Mills Company Limited (hereinafter referred to as the defendant). It is not in dispute that amongst the properties covered by the mortgage was not only the plant and its machineries but the entire stock of wheat and wheat products including all future stock of wheat and wheat products arid all book debts present and future. On applications being made both by the plaintiff and the defendant Joint Receivers were appointed by the Court and the Court by its order dated April 23, 1977, allowed the company to run the business on terms and conditions set out in the order including a term that the defendant company could secure fresh finance for running the Mill by hypothecation of its assets other than the plaintiff-bank's securities in suit, and was not to deal with, charge, hypothecate or dispose of the said securities. 3. The plaintiff preferred an appeal to this Court, being F.M.A. No. 1242 of 1977. On September 1, 1977, the said appeal was disposed of on compromise between the plaintiff and the defendant and the terms of settlement expressly provided that the defendant would be entitled to enter into an agreement with the petitioner, Effective Trade House Private Limited (hereinafter 'referred to as the petitioner) for running the Mill on financial accommodation to be provided by the petitioner. The terms of the proposed agreement between the defendant and the petitioner were made a part of the terms of settlement and had the approval of the plaintiff. That agreement provided that the petitioner would advance from time to time money not exceeding Rs. 20,00,000/- for procuring wheat and carrying on the milling process subject to the petitioner having a lien and pledge on the wheat so procured and the products of the said wheat and the sale proceeds of such products. The agreement further provided that the management of the Mill, shall be under the direct control of the petitioner and the petitioner would go on paying the entire surplus income from running of the Mill not being less than Rs. 25,000/- per month to the plaintiff Bank towards repayment of their loan to the defendant. The defendant executed an irrevocable power of attorney in favour of the petitioner for the said purpose. The petitioner claims that while he was running the Mill investing a total• sum of Rs. 18,00,000/- and in terms of the consent order passed in F.M.A. No. 1242 of 1977, and had repaid a substantial part of the defendant's debt to the plaintiff, the defendant fell out with the petitioner and is arranging to enter into a settlement with the plaintiff in such a manner as to defraud the petitioner of all their rights under the agreement and investments made by them. On such an allegation the petitioner filed an application for being added as a party defendant to the suit so that they may be heard before the Court records any settlement between the plaintiff and the defendant in the aforesaid suit. 4. The said prayer was opposed both on behalf of the plaintiff and the defendant. It was so opposed on the ground that the petitioner is neither a necessary nor a proper party to the suit, their presence is in no way necessary for adjudicating the dispute involved in the suit; hence the petitioner cannot claim to be added as a party to the suit. 5. By the order impugned the learned Subordinate Judge upheld the said objection and dismissed the prayer of the petitioner for being added as a party defendant to the suit. 5. By the order impugned the learned Subordinate Judge upheld the said objection and dismissed the prayer of the petitioner for being added as a party defendant to the suit. In so doing he held that the petitioner could acquire no interest in the plaintiff's mortgage securities, which are the subject-matter in suit because of the trial court's specific direction dated April 23, 1977, to make them a necessary party under Order 34, Rule 1 of the Code. He further held that even under Order 1, Rule 10(2) of the Code one can be added as a party if one is directly and legally interested in the subject-matter of suit and if the result of the suit is likely to affect one's legal rights. But in the present case according to the learned Subordinate Judge though under the agreement the petitioner is entitled to run the Mill and earn profits and though the proposed settlement between the plaintiff and the defendant is likely to affect such interest of the petitioner, yet that being merely a commercial interest of the petitioners, they cannot claim to be added as parties on that ground. 6. Feeling aggrieved by such an order, the petitioner has now moved this Court in revision strongly disputing the correctness of the view so taken by the learned Subordinate Judge. 7. Having heard the learned Counsel for the parties it appears to us that there is some substance in the grievances put forward on behalf of the petitioner. In our view the learned Subordinate Judge is not entirely correct in holding that the petitioner acquired no interest in the mortgage securities involved in the suit. True indeed that the trial court while: appointing the Joint Receivers and in allowing the defendant to run the Mill by securing a new financier directed that the defendant would be entitled to hypothecate to such financier such assets as are not covered by the plaintiff's mortgage. But there was an appeal against the said order by the plaintiff and the appeal was disposed of on fresh terms. Therefore, the appellate order superseded the aforesaid order of the trial court. But there was an appeal against the said order by the plaintiff and the appeal was disposed of on fresh terms. Therefore, the appellate order superseded the aforesaid order of the trial court. Now when we refer to the appellate order or rather the terms of settlement between the plaintiff and the defendant which was recorded by the appellate order, we find that the parties agreed that the defendant would be entitled to run the Mill on an agreement with the petitioner, the terms of which agreement constitutes a part of the consent order. These terms clearly indicate that subject to the paramount lien of the plaintiff, the petitioner shall have a lien/pledge/charge on all the wheat which would be procured by the money to be advanced by the petitioner and the products of such wheat and the sale proceeds thereof. To the extent as above, therefore, the security created in favour of the petitioner overlapped the security already created in favour of the plaintiff and, therefore, the petitioner stands in the position of more or less a puisne mortgagee. Mr. Deb appearing on behalf of the plaintiff and Mr. Chatterjee appearing on behalf of the defendant contended before us that the plaintiff Bank having accepted such to have released that part of the security covered by the plaintiff's mortgage. Alternatively it has been contended before us that both the plaintiff and the defendant are agreeable to exclude that part of the assets of the defendant from the decree proposed on settlement between the plaintiff and the defendant. We are, however, unable to accept the contention of Mr. Deb or Mr. Chatterjee that the effect of the consent order passed in the aforesaid F.M.A. No. 1242 of 1977 was to release that part of the defendant's assets from the plaintiff's security. The true effect of the consent order was to create a security in favour of the petitioner subject to the paramount lien of the plaintiff arising out of the original mortgage. So far as the other suggestion is concerned, that in our view is in consequential because we are merely to consider whether upon the agreement between the parties the petitioner has got any interest in the plaintiff's security or not. So far as the other suggestion is concerned, that in our view is in consequential because we are merely to consider whether upon the agreement between the parties the petitioner has got any interest in the plaintiff's security or not. Merely because the plaintiff and the defendant have now agreed to release that part of the security from the original mortgage, that can be no ground for holding that the petitioner has got no interest in the plaintiff's security. 8. That apart assuming, however, that the learned Subordinate Judge was right in his conclusion that what was pledged with the petitioner was assets other than the plaintiffs security, his other conclusion is clearly unsustainable. The agreement that was entered into between the petitioner and the defendant being one in terms of an interlocutory order was subject to the result of the suit, yet it was so entered into with the consent and approval of the plaintiff. Under the agreement the petitioner was to invest money in the business so as to ensure its running for a tenure specified in the agreement itself which has admittedly not expired. The agreement further provides that it would be so run under the control and supervision of the petitioner, they having a right to share the profit arising out of it. The learned Subordinate Judge, therefore, rightly held that the agreement created an interest in favour of the petitioner but he thought such an interest is nothing but a commercial interest. There we think he went wrong. 9. Though the learned Subordinate Judge has referred to a number of authorities, it appears to us that he has failed to appreciate the true principle that emerges from those decisions. The Supreme Court no doubt made a distinction between an interest which is direct as against one that is merely commercial in holding that while the former may furnish the ground for sustaining a prayer for being added as a party to a suit which is likely to affect such interest, the latter does not. By commercial interest, the Supreme Court was really meaning an indirect interest or an interest not directly involved in the subject-matter of the suit. By commercial interest, the Supreme Court was really meaning an indirect interest or an interest not directly involved in the subject-matter of the suit. It would not be correct, however, to assume as appears to be the assumption made by the learned Subordinate Judge that thereby the Supreme Court was laying down that a person acquiring a direct interest in the subject-matter of the suit under a commercial agreement cannot sustain a prayer for being added as a party as has been the case now before us. As a matter of fact, the Supreme Court was approving the English decision in the case of (1) Amon v. Raphael Tuck & Sons Limited, (1956) 1 All ER 273 which had clearly laid down that where the relief claimed by the plaintiff will direct affect the person seeking to intervene in the enjoyment of his rights such a person should be added as a party to the suit. The mere fact that such rights have accrued under a contract does not take the case beyond the said principle. Such being the position, in the present case the petitioner having acquired a right to run the Mill under an agreement having the approval of both the plaintiff and the defendant and when such right upon the finding of the learned Subordinate Judge is likely to be affected by the settlement proposed by the plaintiff and the defendant in the suit, it must be held that the petitioner has got a direct interest in the subject-matter of the suit entitling them to be added as party to the suit and to be heard before such a settlement is recorded. 10. In the result, the revisional application succeeds. The impugned order is set aside. We allow the petitioner's application for being added as a party defendant to the suit. There will be stay of operation of this order of ours for a period of two weeks till after long vacation. But so long as such stay is there, there will be an order staying recording of compromise in the Court below. Chakravorti, J.: I agree.