Corporate Restructuring, Insolvency, Liquidation and

Winding Up - Analysis Sheet June’2023

MY
ANALYSIS

Chapter 1
Types of Corporate Restructuring

Questions asked in December 2022 –

C 1. Debt Restructuring – 5 marks
S 2. Obligations of a merchant banker in buyback – 5 marks

P Probable Questions for June 2023 –

R 1. Corporate Restructuring – Need/ Objectives/ Motives/ Types
O 2. Organic Inorganic Growth
F 3. Types of mergers
E 4. Types of demergers
S 5. Joint venture
S 6. Management Buyout
I 7. Equity Carveouts
O 8. Reverse Merger
N 9. Debt Restructuring
A 10. Alteration of share capital
L 11. Authority and quantum of buyback
12. Securities which can’t be bought back
13. Reduction of share capital

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ANALYSIS

Chapter 2
Takeovers

Questions asked in December 2022 –

C 1. Forfeiture of escrow account- 5 marks
S
Probable Questions for June 2023 -
P 1. Types of takeovers
R 2. Takeovers of unlisted companies
O 3. Disclosure requirements
F 4. Open offer trigger limits
E 5. Escrow Account – Creation and withdrawal
S 6. Revision of open offer
S 7. Competing Offer
I 8. Voluntary Offer
O 9. Withdrawal of open offer
N 10. Offer Price
A 11. Obligations of Target Company
L 12. Obligations of directors of the target company
13. Exemptions
14. Crown Jewel Strategy
15. Pacman Defense
16. Poison Pill Defense

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ANALYSIS

Chapter 3
Planning and Strategy

Questions asked in December 2022 –

C 1. ECBs – 5 marks
S
Probable Questions for June 2023 -
P 1. Securities with differential voting rights
R 2. Masala Bonds
O 3. Rights of minority shareholders
F 4. Family Holdings
E
S
S
I
O
N
A
L

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ANALYSIS

Chapter 4
Process of M&A

Questions asked in December 2022 –

C 1. Benefits of mergers and amalgamations – 5 marks
S 2. Effect of order of approval of NCLT – 5 marks

P Probable Questions for June 2023 -

R 1. Managing a due diligence process / Steps in a Due Diligence
O 2. DD Report Contents
F 3. Principles of Valuation
E 4. Eligibility/ Qualification/ Experience of a Registered Valuer
S 5. Eligibility for Registered Valuers Organisation
S 6. Disclosures to be made to the Tribunal under Section 232
I 7. Section 231
O 8. Section 237
N 9. Section 238
A 10. Section 240
L 11. Post-merger integration – Operations/ Human/ Structural aspects

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Chapter 5
Documentation

Questions asked in December 2022 –

C 1. Basic Principles of drafting – 5 marks
S
Probable Questions for June 2023 -
P 1. Different Parts of a scheme of amalgamation – Introductory/Operating/
R Prayer
O
F
E
S
S
I
O
N
A
L

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ANALYSIS

Chapter 6
Takeovers

Questions asked in December 2022 –

C 1. Valuation of intangible assets – 5 marks
S 2. EVA – Practical Question – 5 marks

P Probable Questions for June 2023 -

R 1. When is Valuation required to be done?
O 2. Factors affecting valuation
F 3. Asset Based Approach
E 4. Calculation of cost of merger
S 5. Gordon Growth Model / CAPM
S 6. Discounted Cash Flow Method
I 7. Valuation of Goodwill
O 8. Economic Value Added
N 9. Sensitivity Analysis
A 10. Contents of a Valuation Report
L

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ANALYSIS

Chapter 7
Accounting Aspects

Questions asked in December 2022 –

C 1. Internal reconstruction – 5 marks
S 2. Ind AS 103 – 3 marks

P Probable Questions for June 2023 -

R 1. Amalgamation in the nature of merger and in the nature of purchase
O 2. Pooling of interest method / Purchase Method
F 3. Treatment of demerger under IND AS 103 and AS 14
E 4. IFRS 3
S
S
I
O
N
A
L

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ANALYSIS

Chapter 8
Taxation and Stamp Duty

Questions asked in December 2022 –

C 1. Exemption from Stamp Duty in Amalgamation between Holding and
S Subsidiary – 3 marks
2. Definition of demerger as per IT Act – 3 marks
P
R Probable Questions for June 2023 -
O 1. Capital Gains tax on M&A
F 2. Eligibility for Set Off and Carry Forward of Losses
E 3. Deemed Dividend
S 4. Taxation on Slump Sale
S 5. Tax concessions to companies on demerger
I 6. Stamp Duty payable on Order of NCLT
O
N
A
L

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ANALYSIS

Chapter 9
Competition Law Aspects

Questions asked in December 2022 –

C 1. De minimis exemption – 3 marks
S
Probable Questions for June 2023 -
P 1. Threshold for regulation of combination
R 2. Definition of Combination
O 3. Process of Inquiry into combinations
F 4. Criteria considered for approval of Combination
E 5. Aspects related to Notice to be filed with CCI
S 6. Pre filing Consultation with CCI
S 7. Extra Territorial Jurisdiction of CCI
I
O
N
A
L

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ANALYSIS

Chapter 10
Regulatory Approvals

Questions asked in December 2022 –

C --
S
Probable Questions for June 2023 -
P --
R
O
F
E
S
S
I
O
N
A
L

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ANALYSIS

Chapter 11
Appearances

Questions asked in December 2022 –

C 1. Powers and functions of registrar – 3 marks
S
Probable Questions for June 2023 -
P 1. Appellate jurisdiction of NCLAT
R 2. Powers of NCT and NCLAT under CPC
O 3. Dress Code
F 4. Etiquettes
E 5. Advocacy Tips
S 6. Opportunities for PCS before NCLT
S
I
O
N
A
L

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ANALYSIS

Chapter 12
Fast Track Merger

Questions asked in December 2022 –

C --
S
Probable Questions for June 2023 -
P 1. Process of fast Track Merger
R 2. Definition of Small Companies
O 3. Eligibility for Fast Track Merger
F
E
S
S
I
O
N
A
L

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ANALYSIS

Chapter 13
Cross Border Merger

Questions asked in December 2022 –

C --
S
Probable Questions for June 2023 -
P 1. Inbound Merger and Outbound Merger
R 2. Specified Jurisdiction
O 3. Pros and Cons of Cross Border Mergers
F
E
S
S
I
O
N
A
L

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ANALYSIS

Chapter 14
Insolvency

Questions asked in December 2022 –

C 1. Laws amended by IBC – 5 marks
S 2. Financial Debt definition – 5 marks
3. Insolvency commencement date and Initiation date – 3 marks
P 4. Chapter 11–Reorganization under US Bankruptcy Code – 5 marks
R
O Probable Questions for June 2023 -
F 1. Objectives of IBC
E 2. Requirement of enacting IBC
S 3. Insolvency and Bankruptcy Board of India
S 4. Insolvency Professional Agencies
I 5. Information Utilities
O 6. Insolvency and Bankruptcy Fund of India
N 7. Difference between Insolvency and Bankruptcy
A 8. Applicability of IBC
L

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Chapter 15
Petition for CIRP

Questions asked in December 2022 –

C 1. Who cannot file an application for CIRP (Section 11)– 3 marks
S
Probable Questions for June 2023 -
P 1. Section 06 – Who can file application
R 2. Section 08 - Application by Operational Creditors – Analysis of preexisting
O defaults with case laws
F 3. Time limit for rectification of mistakes by applicants
E 4. Section 11A - Interplay of CIRP application with PPIRP application
S 5. Section 12 - Time Limit prescribed under IBC
S
I
O
N
A
L

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Chapter 16
Role of IP/IRP/RP

Questions asked in December 2022 –

C 1. Management of Corporate debtor by RP and suspended board of directors
S - 3 marks
2. Duties of RP – 3 marks
P
R Probable Questions for June 2023 -
O 1. Eligibility, Qualification and Experience for registration as an Insolvency
F Professional
E 2. Moratorium
S 3. Public Announcement
S 4. Appointment of IRP
I 5. Interim Finance
O 6. End of Debtor in Possession regime
N 7. Eligibility of Resolution Professional
A 8. Replacement of Resolution Professional
L 9. Mistakes committed by Insolvency Professionals
10. Information Memorandum

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ANALYSIS

Chapter 17
Resolution Strategies

Questions asked in December 2022 –

C --
S
Probable Questions for June 2023 -
P 1. External Restructuring
R 2. Internal restructuring
O
F
E
S
S
I
O
N
A
L

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Chapter 18
Committee of Creditors

Questions asked in December 2022 –

C 1. Meeting on requisition of members + notice of meeting – 5 marks
S 2. Passing of different resolutions by the CoC (51%, 66%, 90%) – 5 marks

P Probable Questions for June 2023 -

R 1. Authorised Representative of Creditors in Class
O 2. Formation of Committee of Creditors
F 3. Meetings of Committee of Creditors
E 4. Quorum of CoC
S 5. CoC of Operational Creditors
S
I
O
N
A
L

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ANALYSIS

Chapter 19
Approval of Resolution Plan

Questions asked in December 2022 –

C 1. Mandatory contents of a resolution plan – 3 Marks
S
Probable Questions for June 2023 -
P 1. Undertakings to be filed with Invitation for Expression of Interest
R 2. Appeal against order of NCLT regarding Resolution Plan
O 3. Section 29A – Eligibility of Resolution Applicant
F 4. Feasibility and viability of resolution plans
E
S
S
I
O
N
A
L

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ANALYSIS

Chapter 20
Individual / Firm Insolvency

Questions asked in December 2022 –

C 1. Issue of public notice – 5 marks
S
Probable Questions for June 2023 -
P 1. Ineligibility to file for Individual Insolvency Resolution Process
R 2. Excluded Debts
O 3. Repayment Plan
F 4. Premature end of Repayment Plan
E
S
S
I
O
N
A
L

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Chapter 21
Fresh Start Process

Questions asked in December 2022 –

C --
S
Probable Questions for June 2023 -
P 1. Eligibility for fresh start
R 2. Qualifying Debt
O 3. Effects of Moratorium Period
F 4. Objection by Creditors
E 5. Revocation of Fresh Start Order
S
S
I
O
N
A
L

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ANALYSIS

Chapter 22
SARFAESI and Debt Recovery

Questions asked in December 2022 –

C 1. Terms and conditions to be uploaded on the website in relation to sale
S of movable secured assets – 5 marks

P Probable Questions for June 2023 -

R 1. Mardia Chemical v. UOI
O 2. What is Securitization and why was it required in India
F 3. Registration of ARC
E 4. Cancellation of certificate of registration of ARC
S 5. Acquisition of financial asset by ARC from originator
S 6. Measures for Asset reconstruction
I 7. Other functions of ARC
O 8. Manner and Effect of Takeover of asset after enforcement of security
N 9. Grievance Redressal
A 10. Right to lodge Caveat
L 11. Central Registry
12. Non Applicability of SARFAESI Act
13. IBC to prevail over SARFAESI
14. Composition of DRT and DRAT
15. Jurisdiction of DRTs
16. Appeal to DRAT

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Chapter 23
Cross Border Insolvency

Questions asked in December 2022 –

C
S Probable Questions for June 2023 -
1. UNCITRAL Model Law
P 2. UNCITRAL Legislative Guide
R 3. UNCITRAL Legislative Guide v. UNCITRAL Model Law
O 4. World Bank Principles
F 5. Provisions for Cross Border Insolvency under IBC
E
S
S
I
O
N
A
L

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ANALYSIS

Chapter 24
Liquidation on failure of CIRP

Questions asked in December 2022 –

C 1. Removal of liquidator by NCLT– 5 Marks
S
Probable Questions for June 2023 -
P 1. When can liquidation be initiated?
R 2. Liquidation Estate
O 3. Powers and Duties of Liquidator
F 4. Consolidation of Claims
E 5. Undervalued Transactions
S 6. Fraudulent Transactions
S 7. Waterfall Arrangement
I 8. Options available to secured creditors
O
N
A
L

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ANALYSIS

Chapter 25
Voluntary Liquidation

Questions asked in December 2022 –

C 1. Differences between Voluntary Liquidation and Insolvent Liquidation – 5
S marks

P Probable Questions for June 2023 -

R 1. Initiation of voluntary Liquidation
O 2. Non-involvement of NCLT in Voluntary Liquidation
F
E
S
S
I
O
N
A
L

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Chapter 26
Winding Up on order of NCLT

Questions asked in December 2022 –

C --
S
Probable Questions for June 2023 -
P 1. Circumstances in which winding up order can be passed
R 2. Who may file for winding up
O 3. Difference between Winding up under Companies Act and Liquidation
F under IBC – 5 Marks
E 4. Liquidator – Appointment/Removal/Duties
S 5. Audit of Liquidator’s Books
S 6. Summary Procedure for Liquidation
I
O
N
A
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Chapter 27
PPIRP

Questions asked in December 2022 –

C 1. Termination of PPIRP – 5 marks
S
Probable Questions for June 2023 -
P 1. Eligibility for PPIRP
R 2. Appointment and Duties of RP
O 3. Difference regarding debtor in possession regime
F 4. Process of approval of resolution plan by CoC
E 5. Order of rejection of resolution plan by NCLT
S
S
I
O
N
A
L

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