17.1

Any dispute, question or difference arising between the Holding Company on the one part and BSES on the other part, in connection with this agreement or otherwise in regard to the relationship by virtue of the terms of this agreement including the construction and scope of the agreement shall first be referred to the respective Chief Executive of BSES and a senior official to be designated by the Chief Executive of Holding Company not by way of arbitration but with a view to amicably resolve the issue by discussion and conciliation

18.2

In the event such dispute, question or difference cannot be amicably resolved between them during the period of 30 days of the dispute being notified by the party of either part for such resolution, the dispute question or difference shall be referred to arbitration.

18.3

The arbitration shall be in accordance of the provisions of the Arbitration and Conciliation Act, 1996 or any statutory modification or reenactment thereof as applicable at the relevant time. Unless otherwise determined by the arbitrator/arbitrators the location for the arbitration shall be in Delhi. The award of the arbitrator shall be final and binding.

IN WITNESS WHEREOF THE PARTIES HAVE CAUSED THIS AGREEMENT TO BE EXECUTED BY THEIR RESPECTIVE DULY AUTHORISED OFFICERS AS OF THE DATE SET FORTH ABOVE.