1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION jmi COMPANY APPLICATION NO.813 OF 2009 IN COMPANY PETITION NO.639 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.597 OF 2009. Strides Arcolab Limited. ..Applicant (Org.Petitioner) .... Mr. V. Tulzapurkar, a/w. Mr. Rajesh Shah, i/b. Rajesh Shah & Co., for Applicant. Mr.A.S. Dube, R.D. .... CORAM : S.J.KATHAWALLA, J. DATE : 21 ST AUGUST 2009. P.C. By this application (summons for directions), the applicant company is seeking dispensation with the requirement to obtain the consent of the sole preference shareholder in lieu of the averments made by the applicant-company in paragraph nos. 6 to 14 of the affidavit in support of the application. The applicant company also seeks to be released from the undertaking given by and recorded 2 in paragraph 11 of the order dated 8 th May 2009 passed in company application no.597 of 2009. 2. By an order made in company application no.597 of 2009 on the 8 th day of May 2009, this Court (Coram : A.M. Khanwilkar, J.), dispensed with the meeting of the sole preference shareholder of the applicant company, namely KV Pharmaceutical company (KVP), on the basis of the undertaking given by the applicant company as recorded in paragraph 11 of the order, to obtain consent of the sole preference shareholder of the applicant company before the date of hearing of the petition. Pursuant to the undertaking given by the applicant company, the applicant company issued a letter to KVP dated 15 th June 2009, seeking consent of KVP for the implementation of the scheme, which was received by KVP on 17 th June 2009. As KVP did not respond to the said letter dated 15 th June 2009, the applicant company sent one more reminder on 3 rd July 2009 which was received by KVP on 6 th July 2009. However, KVP has till date not forwarded its consent, as sought by the applicant-company. 3 3. It is submitted on behalf of the applicant-company that in view of KVP not forwarding his consent to the applicant-company, the entire arrangement has been held up. It is submitted that for the reasons set out in paragraphs 6 to 14 of the affidavit in support of the application, the requirement to obtain the consent of the sole preference shareholder should be dispensed with and the applicant- company be released from the undertaking given and recorded in paragraph 11 of the order dated 8 th May 2009 passed in company application no.597 of 2009. 4. In view of what is recorded aforesaid, this Court is satisfied that the applicant-company has made out a case for releasing them from the undertaking given to this Court as recorded in paragraph 11 of the oder dated 8 th May 2009. This Court is also satisfied that the sole preference shareholder for reasons set out in paragraph 6 onwards in the affidavit in support of the application shall not be prejudiced in any way if the applicant-company is allowed to proceed with the scheme sanctioned by this Court, without 4 obtaining the written consent of the sole preference shareholder. The applicant-company has submitted that they shall be serving a notice of the hearing of petition by R.P.A.D. to the said sole preference shareholder, in view of the aforesaid undertaking which in my view, will serve the purpose. 5. In view thereof, company application is made absolute in terms of prayer clauses (a), (b) and (c). [ S.J.KATHAWALLA, J. ]