IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 589 OF 2011 In the matter of the Companies Act, 1956; And In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Novell India Private Limited; And In the matter of the Scheme of Arrangement between: Novell Software Development (India) Private Limited, And Novell India Private Limited Novell India Private Limited, having its ) registered office at “Leela Galleria” ) 1st floor, Andheri Kurla Road, ) Andheri (East), Mumbai – 400 059 ) ……Applicant Called for Summons for Direction Coram: - S. C. Dharmadhikari, J. Dated : - 23rd September 2011 Mr. Nikhil Pai i/b. Mahernosh J. Humranwala, Advocate for the Applicant. M I N U T E S O F O R D E R UPON the Application of the Applicant abovenamed, by Summons for Direction UPON hearing Mr. Nikhil Pai i/b. Mahernosh Humranwala, Advocate for the Applicant AND Upon reading the Affidavit dated 25th August, 2011 of Mr. Raghvendra Teggihal, Director of the Applicant Company in support of Summons for Direction, IT IS ORDERED THAT: 1) The convening and holding the meeting of Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between Novell India Private Limited and Novell Software Development (India) Private Limited, is dispensed in view of the consents given by both the Equity Shareholders of the Applicant Company which are annexed as Exhibits H-1 and H-2 to the Affidavit in Support of Summons for Direction. 2) There are no Secured Creditors of the Applicant Company as stated in paragraph no.24 of the Affidavit in Support of Summons for Direction, hence the question of convening and holding the meeting of Secured Creditors does not arise. 3) The convening and holding the meeting of Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement Novell India Private Limited and Novell Software Development (India) Private Limited, is dispensed in view of the consents given by 12 out of 13 Unsecured Creditors which are annexed as Exhibits I-1 to I-12 to the Affidavit in Support of Summons for Direction. The Applicant undertakes to issue an individual notice of date of hearing of Petition by R.P.A.D. to all its Unsecured Creditors and also to publish the same in two newspapers, viz, the Free Press Journal in English language and Maharashtra Times in Marathi Language. The undertaking is accepted. (S.C. Dharmadhikari, J.)