Corporate Restructuring

Paper Code: 
BCS 514
Credits: 
3
Contact Hours: 
45.00
Max. Marks: 
100.00
Objective: 

To acquire knowledge of the legal, procedural and practical aspects of Corporate Restructuring and Valuation.

BCS 514

Corporate Restructuring

CO 147:emphasis on knowledge of concepts, applications, procedures and case laws

CO 148:The subject is inherently technical and is subjected to constant refinement through new legislations, rules and regulations made there under, court decisions on specific legal issues and corporate business dynamics.

CO 149:Focus on understanding concepts and principles

CO 150:Provides an understanding of various Act, Rules, Regulations, Notifications, Clarifications, Removal of Difficulties Orders, Guidelines, circulars, forms, etc.

CO 151:To acquire knowledge and develop understanding of the necessary framework of companies with reference to various provisions of company act-2013, FEMA, SEBI and other allied laws.

Approach in teaching:
Interactive Lectures, Discussion, Tutorials, Reading assignments, Interactive White Board, Incorporating technology in teaching
Learning activities for the students:
Self learning assignments, Effective questions

Class test, Semester end examinations, Quiz,  Assignments, Class interaction, Presentation, Case study analysis, Open ended questions, think-pair-share, Socratic seminar

 

9.00
Unit I: 
Types of Corporate Restructuring:

Key definitions, Compromises, Arrangements, Mergers & Amalgamations; Demergers & Slump Sale, Business Sale; Joint Venture, Strategic Alliance, Reverse Merger Disinvestment; Financial Restructuring (Buy-back, Alteration & Reduction).

Acquisition of Company/ Business: Acquisition of Company; Takeover of Listed Companies(i) Legal Framework (ii)Process & Compliances; Cross Borders Takeovers – Procedure.

 

9.00
Unit II: 
Planning and Strategy:

Case Studies pertaining to Merger, Amalgamation, Restructuring; Funding for M&A, Studies of Judicial pronouncements; Planning relating to acquisitions & takeovers; Protection of minority interest; Succession Planning; Managing Family Holdings through Trust.

Process of M&A transactions: Key Concepts of M&A; Law & Procedure; M&A Due Diligence; M&A Valuation; M&A Structure finalization; Post transaction integration.

9.00
Unit III: 
Documentation–Merger &Amalgamation:

Drafting of Scheme; Drafting of Notice and Explanatory Statement; Drafting of application & Petition.

Valuation of Business and Assets for Corporate Restructuring: Type of Valuations; Valuation Principles & Techniques for Merger, Amalgamation, Slump Sale, Demerger; Principles & Techniques of Reporting; Relative valuation and Swap ratio.

Accounting in Corporate Restructuring—Concept and Accounting Treatment: Methods of Accounting for Amalgamations - AS-14/ Ind AS 103; Treatment of Reserves, Goodwill; Pre-Acquisition & Post-Acquisition Profit; Accounting in Books of Transferor and Transferee; Merger and De-Merger; Acquisition of Business and Internal Reconstruction.

9.00
Unit IV: 
Taxation & Stamp Duty aspects of Corporate Restructuring:

Capital Gain; Set-off and carry forward under section 2(14) of Income Tax Act; Deemed Dividend; Payment of Stamp Duty on scheme, payment of stamp duty on movable and immovable properties.

 Competition Act: Regulation of combinations under the competition Act, Kinds of combinations, Exempted combinations, Concept of relevant market and its importance, Determination of combinations and any appreciable adverse effect, Role of CCI.

Regulatory approvals of scheme: From CCI, Income Tax, Stock Exchange, SEBI, RBI, RD, ROC, OL and Sector Regulators such as IRDA, TRAI, etc.

 

9.00
Unit V: 
Appearance before NCLT/NCLAT.

                        

Constitution of NCLT/NCLAT, Powers and jurisdiction, NCLT Rules/ NCLAT Rules, Appearance of Authorized Representative, Scope for PCS , Dress Code, Etiquettes , Court craft , Schedule of Fees, Recent Judgments

Fast Track Mergers: Small companies, Holding and wholly owned companies.

 Cross Border Mergers. Type of merger, Compromises, Arrangements and Amalgamation Rules, 2016 , Drivers and returns, Valuation of cross border firm, Regulatory, competition and taxation aspects, Recent judgments, Post-merger performance evaluation

 

References: 
  • Gupta, C.B. and Srinivasan, P., Entrepreneurship Development, Sultan Chand & Sons, New Delhi
  •  Taneja, Satish and Gupta, S.L., Entrepreneur Development: New Venture Creation, Galgotia Publishing Company, New Delhi, 2001
  •  Mathew, M. J., Business Management, Sheelsons, Jaipur
  • Stoner, Freeman, and Gilbert, Management, Prentice Hall of India, New Delhi.
  • Gupta, C.B. and Khanka, S.S., Entrepreneurship & Small Business Management, Sultan Chand & Sons, New Delhi, Fourth Edition.
  • Terry and Franklin, Principles of Management, Prentice Hall of India, New Delhi
  • Sudha, G.S., Business Management, RBSA Publishers, Jaipur

 

Academic Year: 
2020-2021
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