CS RAHUL HARSH – 9804179372

csrahulharsh@gmail.com

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:
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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?

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Express – 9804179372. And Connect with me on FB via www.fb.com/csrahulharsh
 CS RAHUL HARSH – 9804179372
csrahulharsh@gmail.com

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
csrahulharsh@gmail.com

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

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