MBA

FM-305 Corporate Restructuring & Control

Max. Marks: 100

External: 70

Internal: 30

Time 3 Hours

Note:The examiner will set nine questions in all. Question No. 1, comprising of 5 short answer type questions of 4 marks each, shall be compulsory and remaining 8 questions will be of 10 marks out of which a student is required to attempt any 5 questions.

Course Contents:

Meaning of corporate restructuring, need, scope and modes of restructuring, global scenario, national scenario, Mergers and Amalgamations: Concept, need and reasons, legal aspects, procedural aspects relating to commencing of meetings and presentation of petition including documentation, economic aspects including effect on the interest of small investors; accounting aspects, financial aspects including valuation of shares, taxation aspects, stamp duty and allied matters, filing of various forms. Takeovers Meaning and concept, types of takeovers, legal aspects – SEBI takeover regulations, procedural aspects, economic aspects, financial aspects, accounting aspects, taxation aspects, stamp duty and allied matters, payment of consideration, bail out takeovers, takeover of sick unit,. Funding of Mergers and Takeovers Financial alternatives, merits and demerits, funding through various types of financial instruments including preference shares, non-voting shares, buy-back of shares, hybrids, options and securities with differential rights, employer stock options and securities with differential rights, takeover finance, ECBs, funding through financial institutions and banks, rehabilitation finance, management buyouts.

Valuation of Shares and Business, Corporate Demergers/Splits and Divisions Difference between demerger and reconstruction; modes of demerger – by agreement, under scheme of arrangement, by voluntary winding up; tax aspects, tax reliefs, Indian scenario, reverse mergers. Post Merger Re-organisation: Accomplishment of objectives – criteria of success, profitability, gains to shareholders; post merger valuation; measuring post merger efficiency; factors in post merger reorganization. Financial Restructuring: Buy-back of shares – concept and necessity; SEBI guidelines; Government’s guidelines, procedure and practice for buy-back of shares. Alliances: Integrating alliances into corporate strategy; preparing for alliance, cross cultural alliances; implementing and managing the alliances.

Suggested Readings:

Mergers et.al; by S. Ramanujam, Tata McGraw Hill Publishing Company Ltd, New Delhi
Takeover of Companies by J.M Thakur, Snow White Publications Pvt, Ltd;
Corporate Takeovers in India by V.K Kaushal, Sarup& Sons, New Delhi
Corporate Merger and Takeovers by Dr. J.C. Varma, Bharat Publishing House

MBA

MBA

MBA

Semester 1 7/7

Semester 2 7/7

Semester 3 56/56

Semester 4 58/58

FM-305 Corporate Restructuring & Control

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