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14. Mr. Sandeep Sethi, learned senior counsel appearing for the ICICI Bank Ltd. in CA No.1688/2013, which is the lead bank in the CDR scheme pointed out that there are 13 banks and financial institutions representing more than 2/3rd of the debt owed by TTL participating in the scheme and an amount in excess of Rs.2000 crores is due to them, the amount due to ICICI Bank Ltd. being Rs.670 crores. He read out and relied upon the salient features of the revival scheme, particularly the provisions relating to restructuring of debts. According to Mr. Sethi, the CDR scheme does address the concerns of the FCCB holders also and thus a holistic and macro view has been taken. He pointed out that the CDR scheme does not envisage any payment to any creditor to the prejudice of the other creditors and a moratorium on such payment has been imposed till March, 2015 and therefore at least till that time, no prejudice would be caused to the petitioner. He drew my attention to the impressive customer profile of TTL and submitted that once the CDR scheme is implemented and considerable progress is made, the effect thereof shall be felt in increased liquidity and possibility of sparing of funds enabling repayment of the FCCBs. With reference to the argument of the petitioner that the pooling of the securities would be detrimental to the interests of the bondholders, Mr. Sethi strongly denied that it would be so. He argued that the implication of pooling of securities is only that the secured creditors would inter se make adjustments to their respective securities without in any way affecting the prospects of the unsecured creditors and therefore there is no room for the apprehension expressed on behalf of the petitioner that the pooling of the securities would diminish the prospects of the unsecured creditors getting any payment in respect of the bonds. He pointed out that in any case, even before the CDR scheme, all the creditors, in addition to the charge or security of a specific asset, had a pari passu charge on the other fixed or moveable assets and the pooling of securities did not make any effective change to the same.

18. The predominant concerns of the petitioner, articulated with precision by Mr. Rajiv Nayar appearing for the petitioner, are: (i) the pooling of the securities and (ii) the induction of further security in the form of shares of TDCPL which would have been otherwise available for the unsecured creditors, including the petitioner. The answer to (i) given on behalf of the respondent-company is that even before the pooling of the securities the CDR lenders had, in addition to the asset secured to them, a first pari passu charge on all the other fixed assets of the company and a second pari passu charge on the moveable assets; the working capital lenders had a first pari passu charge over the moveable asset and second pari passu charge over the fixed assets. It is thus contended by the respondent that the assets available to the unsecured creditors cannot be said to be reduced because of the CDR scheme. With regard to the point No.(ii) above, the respondent contends that the petitioner's estimate that the shares of TDCPL would fetch around Rs.3,000 to Rs.4,000 crores is "outrageously exaggerated". My attention was drawn to the financial statements for the six months period ended 31.03.2013 in which the investment in the said shares is shown at Rs.214.01 crores. It is also submitted that TDCPL has a total secured debt of about Rs.350 crores including the debt of Rs.150 crores extended by ICICI Bank, against which 30% of the shares have been pledged. In addition another 30% of the shares are pledged to Edelweiss and Religare. According to the respondent, the realisable value of the shares in a distress sale would be much below the book value and will not be sufficient to clear the dues to the bondholders. The argument is that the induction of the TDCPL shares will not prejudice the interests of the bondholders, considering their low market value. Excpet the book value of Rs.214 crores, the other figures - given by the petitioner as the estimated market price of the shares - and the claim of the respondent that the shares would fetch a price much below the book value are not immediately capable of verification in the absence of any acceptable report by a competent person estimating the market value of the shares on a realistic basis.