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Unmissable Topics For Corporate Restructuring, Valuation and INSOLVENCY - CS Final - JUNE 2017 Exams

The document provides a list of topics related to corporate restructuring, valuation, and insolvency that are important for the June 2017 CS Final Exams. It lists over 50 topics covering issues like mergers, amalgamations, winding up, schemes of arrangement, valuation methods, corporate insolvency framework, and securitization. It also provides contact information for the author and invites joining a WhatsApp group or connecting on Facebook for more resources and discussions.

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Sidharth
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Download as PDF, TXT or read online on Scribd
73 views

Unmissable Topics For Corporate Restructuring, Valuation and INSOLVENCY - CS Final - JUNE 2017 Exams

The document provides a list of topics related to corporate restructuring, valuation, and insolvency that are important for the June 2017 CS Final Exams. It lists over 50 topics covering issues like mergers, amalgamations, winding up, schemes of arrangement, valuation methods, corporate insolvency framework, and securitization. It also provides contact information for the author and invites joining a WhatsApp group or connecting on Facebook for more resources and discussions.

Uploaded by

Sidharth
Copyright
© © All Rights Reserved
Available Formats
Download as PDF, TXT or read online on Scribd
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CS RAHUL HARSH – 9804179372

[email protected]

DOWNLOAD TAX , COMPANY LAW AMENDMENTS , LIST OF IMP TOPICS FOR JUNE 2017 EXAMS –
SIMPLIFIED INDEX FOR OPEN BOOK EXAMS AND DEC 2016 SOLVED SCANNERS FROM MY BLOG:
WWW.CSRAHULHARSH.BLOGSPOT.IN

Unmissable Topics for CORPORATE RESTRUCTURING , VALUATION AND


INSOLVENCY – CS Final –JUNE 2017 Exams.

 Various forms of Merger.


 Merger , Amalgamation and restructuring under CA 2013.
 Winding up by Tribunal
 Application to the Tribunal for convening meetings of members/creditors.
 Notice of the meeting by NCLT Page | 1
 Order of the tribunal sanctioning the scheme
 Power of the tribunal to enforce compromise or arrangement
 Tribunal’s power to call meeting of creditors or members, with respect to merger or
amalgamation of companies
 simplified procedure for Merger or amalgamation of • two or more small companies or • between
a holding company and its wholly-owned subsidiary company
 Power of Central Government to provide for amalgamation of companies in public interest
 Preservation of books and papers of amalgamated company
 Approval of the Stock Exchanges:- Regulation 37 of the SEBI (LODR) Regulation, 2015
 STEPS INVOLVED IN MERGER - A FLOW CHART
 Imp Case laws: Oceanic Steam Navigation Co , Karnataka High Court in Hindhivac (P) Ltd. ,
 Preparation of scheme of amalgamation or merger - Scheme
 Jurisdiction of Tribunal in merger matters
 Section 230(3) of the Companies Act, 2013 lays down that where a meeting of creditors or
members or any class of them is called under Section 230 – State the process of the same.
 Reporting of the Results of NCLT Meetings
 Conditions precedent and subsequent to Tribunal’s order sanctioning scheme of arrangement
 Broad Principles evolved by Courts in Sanctioning the Scheme
 FILING OF VARIOUS FORMS IN THE PROCESS OF MERGER/ AMALGAMATION
 Brief Pointers on changes in provisions relating to merger and amalgamation under Companies
Act,2013
 Underlying Objectives In Mergers
 Combinations – Thresholds - As Amended in 2016
 Procedure for investigation of combination
 Is AS-14 Applicable to Demerger?
 Treatment of Reserves on Amalgamation If the amalgamation is an ‘amalgamation in the nature
of merger’
 Goodwill on Amalgamation
 Ind AS-103, Business Combinations and AS-14, Accounting for Amalgamations
 How the balance in Profit and Loss Account of transferor is treated in case of amalgamation in
the nature of merger?

For more such Updates / Amendments / Discussions Join the WhatsApp Group – Professional
Express – 9804179372. And Connect with me on FB via www.fb.com/csrahulharsh
CS RAHUL HARSH – 9804179372
[email protected]

DOWNLOAD TAX , COMPANY LAW AMENDMENTS , LIST OF IMP TOPICS FOR JUNE 2017 EXAMS –
SIMPLIFIED INDEX FOR OPEN BOOK EXAMS AND DEC 2016 SOLVED SCANNERS FROM MY BLOG:
WWW.CSRAHULHARSH.BLOGSPOT.IN

Unmissable Topics for CORPORATE RESTRUCTURING , VALUATION AND


INSOLVENCY – CS Final –JUNE 2017 Exams.

 Carry forward and set off of accumulated loss and unabsorbed depreciation allowance Under
Section 72A of Income Tax Act, 1961
 What are the tax advantages of mergers?
 Legal provisions of Companies Act, 2013 with respect to ‘Minority interest in Mergers/
Amalgamation etc Page | 2
 Master Direction issued by the Reserve Bank of India for amalgamation of Banking company
inter se and also for amalgamation of Non Banking Financial Company with a Banking company
 Describe the procedure for amalgamation of private sector banks.
 Reliance Industries Limited – Demerger of Four Units - Case Study
 Wipro Demerger which was approved by Karnataka High Court in March 2013 .
 Disclosure of Ratio of Exchange of Shares
 Salient features of Reverse Mergers under Section 72A
 X Ltd. and Y Ltd. propose to effectuate a scheme of demerger. Assuming any of them as a loss
making company, enumerate the steps to be taken in this respect
 What do you mean by ‘demerged company’ and ‘resulting company’?
 Is demerger different from reconstruction in concept? If so, how?
 TAKEOVER BIDS and its types
 TAKEOVER OF LISTED COMPANIES
 Delisting offer (Regulation 5A)
 Exemption under Regulation 10 (Automatic exemption)
 Open offer Process
 Mode of Deposit in Escrow Account: [Regulation 17(3)]
 Withdrawal of open offer (Regulation 23) , Obligations of the acquirer and target Co.
 Crown Jewel Strategy, shark repellants, Poison Pill Defenses,
 What does the term ‘offer price’ and ‘persons acting in concert’ mean under SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011?
 FUNDING THROUGH LEVERAGED BUYOUTS
 ‘Financing of mergers and acquisitions is a crucial exercise requiring utmost care’. Elaborate
 Conclusiveness of certificate for reduction of capital
 Procedure for reduction of capital VIMP
 Extinguishing of bought-back securities
 Buy-back through the stock exchange
 What are the different alternatives available to a public company for ‘buy-back’?
 Enumerate the provisions relating to Escrow account and offer procedure as under SEBI
(Buyback of Securities) Regulations, 1998.
 Discuss the obligation of Merchant Banker under SEBI (Buy-back of Securities) Regulations,
1998.
For more such Updates / Amendments / Discussions Join the WhatsApp Group – Professional
Express – 9804179372. And Connect with me on FB via www.fb.com/csrahulharsh
CS RAHUL HARSH – 9804179372
[email protected]

DOWNLOAD TAX , COMPANY LAW AMENDMENTS , LIST OF IMP TOPICS FOR JUNE 2017 EXAMS –
SIMPLIFIED INDEX FOR OPEN BOOK EXAMS AND DEC 2016 SOLVED SCANNERS FROM MY BLOG:
WWW.CSRAHULHARSH.BLOGSPOT.IN

Unmissable Topics for CORPORATE RESTRUCTURING , VALUATION AND


INSOLVENCY – CS Final –JUNE 2017 Exams.

 How can post merger efficiency be measured? Enumerate the main parameters involved
 Discuss a case study on acquisition resulting in delisting.
 What is the purpose of valuations? What are the different types of valuation? & What is
discounted cash flow method?
 VALUATION DOCUMENTATION Page | 3
 Explain the importance of Brand valuation
 Explain the corporate insolvency framework in India.
 Background and reason for having an Insolvency Code in India
 Define : corporate person , “insolvency professional”, “financial debt , “financial service ,
operational creditor under the Insolvency Code.
 Insolvency and Bankruptcy Board of India (IBBI) , Insolvency Professional Agencies (IPAs)
Functions of Insolvency Professionals, Obligations of Information Utility , The Insolvency
Adjudication Process for Corporates under the new code. Application to NCLT for initiation of
Corporate Insolvency Resolution Process,
 Steps for the Corporate Insolvency Resolution process, Duties of interim resolution professional,
Committee of Creditors,
 Process and Parties involved in Securitisation
 Define : Debt "financial asset , NPA, "securitization, "secured credito under SARFAESI Act,
 Asset Reconstruction Companies [ARC] , Acquisition of rights or interest in financial assets,
 case of Nik-Nish Retail Pvt. Ltd & Anr. Versus Union Bank, Appeal to Appellate Tribunal,
 Satisfaction of Security interest, Non-Applicability of the Securitisation Act,
 Amendments in the Act in 2016 as shared on my blog in Company Law notes . Pl Revise them.
 Explain the “Right to lodge a caveat” under SARFAESI Act, 2002.
 Preferential payments [Section 327] Power of Tribunal to assess damages against delinquent
directors, etc. [Section 340], Liquidation Process under the Insolvency and Bankruptcy Code,
2016, Briefly explain the Content of initial report by Company Liquidator under section 281 of
the Companies Act, 2013
 Write short note on: (i) UNCITRAL Model Law (ii) Foreign proceedings (iii) State 2. Under
UNCITRAL Model Law,
 what are the reliefs that may be granted upon recognition of a foreign proceeding under Article
21. 3.
 What are the World Bank Principles? Why and how these are designed?
 Cross Border Merger under CA 2013.

CS RAHUL HARSH – 9804179372


[email protected]
For more such Updates / Amendments / Discussions Join the WhatsApp Group – Professional
Express – 9804179372. And Connect with me on FB via www.fb.com/csrahulharsh

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