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24. We have heard learned counsel for the parties and perused the record and relevant provisions.

Company Appeal (AT) (Insolvency) No. 137 of 2017

25. Article 1.1.3 of Articles of Association defines "Affirmative Vote Matters", relevant of which reads as follows:

"1.1.3 "Affirmative Vote Matters" means the following matters listed below whether proposed to be decided upon at the Board and/or at the Shareholders' meeting or in any other manner:

27. Article 9.1 which also relate to "Affirmative Vote Matters", which reads as follows:

"9. Affirmative Vote Matters 9.1 No action or decision shall be taken and/or no resolution shall be adopted at a Board meeting or a Shareholder meeting any committee thereof, or any of the employees, officers or managers or the Target Companies, in respect of any Affirmative Vote Matter save and except with the prior written consent of the Investors.

For this purpose, any connected contracts or transactions shall be combined to determine the applicability of the limits specified in the Affirmative Vote Matters."

28. From the aforesaid provisions, it is clear that no action or decision can be taken and/or no resolution can be adopted at a Board meeting or a Shareholders meeting any committee thereof, or any of the employees, officers or managers or the Target Companies, in respect of any 'Affirmative Vote Matter' save and except with the prior written consent of the Investors.

Company Appeal (AT) (Insolvency) No. 137 of 2017

29. Article 9.2 mandate that the 'affirmative vote matters' specified in Article 9.1 shall be taken by the Company only at a 'general meeting', as quoted below:

"9.2 In the event the provisions of Article 9.1 hereof are rendered unenforceable under law, all decision in relation to any of the Affirmative Vote Matters specified in Article 9.1 shall be taken by the Company only at a general meeting."