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10. Relevant clauses in SSD, referred on behalf of petitioner, to substantiate its claim, are as under:

Clause 16 - Reserved Matters 16.1 - Each of the Malhotra Parties undertakes for the benefit of ACTIS that he or it will procure that none of the acts specified in Schedule 2 (The Reserved Matters) are carried out by any group company without the prior written consent of ACTIS.

The parties agree that RM shall be the executive Chairman of the Board and the Group (the "Chairman"), provided that in the event that the RM Service Contract is terminated or expires for any reason whatsoever, RM shall only be entitled to be a non-executive chairman of the Board and the Group. The Chairman shall not r have a casting or second vote.

17.2.2 Actis shall be entitled from time to time to appoint to, and remove from, the Board, the board of directors of TMPL and the board of directors of any other Group Company, two non-executive directors (each an "Actis Director") and, upon removal, to appoint other people in their place.

17.2.3 In addition to the SMM Directors and the ACtis Directors (as the case may be), Actis and RM may, by agreement between them, appoint, and remove from, the Board, the board of directors of TMPL and the board of directors of any Group Company, one independent, non executive director (each an "INED") and, upon removal, appoint another person in his place.

17.2.4 Prior to Completion:

(a) SMM shall notify .........................
(b) Actis shall notify .........................
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The initial appointments of the Actis Directors and the SMM Directors, shall be made pursuant to this clause 17.2.4 and Schedule 7 and clause 18.9.13, and the initial appointment of the Independent Member and the INED in respect of each of SMOH and TMPL shall be .