1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 387 OF 2011 In the matter of the Companies Act, 1 of 1956; AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of COWARE INDIA PRIVATE LIMITED AND INGOT SYSTEMS PRIVATE LIMITED WITH SYNOPSYS (INDIA) PRIVATE LIMITED AND their respective shareholders and creditors INGOT SYSTEMS PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 2nd floor, Krishna Chambers, Pashan-Sus Road, Pashan, Pune, Maharashtra – 411 021. ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. J. Kathawalla, J Date: 1st July, 2011 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by M/s. Rajesh 2 Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 21st March, 2011 and further Affidavit dated 14th June, 2011 of B. A. Mukesh, Director of the Applicant Company, in support of the Summons for Direction and the exhibit therein referred to, IT IS ORDERED:- 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of CoWare India Private Limited, Transferor Company No:1, Ingot Systems Private Limited, Applicant/Transferor Company No:2 with Synopsys (India) Private Limited, the Transferee Company is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “I-2” to “I-3” to the Affidavit in support of the Summons for Direction. 2. That there are no Secured, Unsecured and Trade Creditors of the Applicant Company as stated in paragraph 21 of the Affidavit in support of Summons for Direction and as stated in paragraph 2 of the further Affidavit in support of Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. (S. J. Kathawalla, J)