NCFM MERGERS AND ACQUISITION

Chapter 1 Introduction to Mergers & Acquisitions 

• Background
• Types of Re-organization
• Internal Re-organization
• External Re-organization
• Stock Swap
• Section 293 (1) (a) of the Companies Act, 1956
• Sick Companies
• Benefits of Re-organization
• Re-organization Costs
• Due Diligence

Chapter 2 Scheme of Compromise, Arrangement or Re-construction 

• Definitions
• Company
• Arrangement
• Unsecured Creditors
• Appointed Date and Effective Date
• Power to compromise or make arrangements with creditors and members
• NCLT’s Power to Enforce Compromise or Arrangement
• NCLT’s Power for Facilitating Reconstruction or Amalgamation
• Dissenting Share-holders
• Amalgamation in National Interest by Central Government 

Chapter 3 Buy-back of Securities 

• Regulation and Definitions
• Associate
• Control
• Small Share-holder
• Tender Offer
• Permitted Methods of Buy-back
• Provisions in the Companies Act, 1956
• Buy-back through Tender Offer
• Escrow Account in Tender Offer
• Payment to Security-holders in Tender Offer
• Buy-back from Open Market
• Through stock exchange
• Through Book-building Process
• General Obligations
• Obligations of Company
• Obligations of Merchant Banker 

Chapter 4 Substantial Acquisition of Shares & Takeovers 

• Regulation and Definitions
• Shares
• Acquirer
• Control
• Target Company
• Persons Acting in Concert
• Associate
• Immediate Relative
• Offer Period
• Tendering Period
• Compulsory Open Offer
• Substantial Acquisition of Shares or Voting Rights
• Acquisition of Control
• Indirect Acquisition
• Voluntary Offer
• Offer Size
• Offer Price
• Mode of Payment
• General Exemptions
• Exemptions by SEBI
• Manager to the Open Offer
• Timing of Public Announcement / Public Statement
• Dissemination of Public Announcement / Public Statement
• Contents of Public Notice / Public Statement
• Letter of Offer
• Escrow
• Other Procedural Requirements
• Conditional Offer
• Competing Offers
• Payment of Consideration
• Completion of Acquisition
• Withdrawal of Open Offer
• Other Obligations
• Directors of Target Company
• Acquirer
• Target Company
• Manager to the Offer
• SEBI Power to Issue Directions 

Chapter 5 De-listing of Equity Shares 

• Regulation and Definitions
• Situations where de-listing is not permitted
• Voluntary De-listing
• Procedure where no exit opportunity is provided
• Procedure where exit opportunity is required to be given
• Exit Opportunity
• Escrow
• Letter of Offer
• Bidding Period
• Share-holder Rights in Book-building Process
• Floor Price
• Promoter’s Right to Reject Offer Price
• Successful Voluntary Offer
• Payment of Consideration / Return of Equity Shares
• Share-holders’ Rights Post-Offer
• Failure of Offer
• Post-Closure Announcement
• Compulsory De-listing
• Share-holders’ Rights in Compulsory De-listing
• Provisions for Small Companies
• Listing of de-listed shares 

Chapter 6 Valuation 

• Background
• Valuation Methods
• Market-based Methods
• DCF-based Methods
• Asset-based Methods 

Chapter 7 Accounting for Mergers & Acquisitions 

• Regulatory Framework
• AS 14: Accounting for Amalgamations
• Definitions
• Types of Amalgamations
• Pooling of Interests Method of Accounting
• Purchase Method of Accounting
• Consideration
• Reserves
• Goodwill
• Profit & Loss a/c Balance
• Disclosures
• Amalgamation after Balance Sheet Date
• AS 10: Accounting for Fixed Assets
• AS 26: Intangible Assets
• ASI 11: Accounting for Taxes on Income in case of an Amalgamation
• Ind AS 103: Business Combinations 

Chapter 8 Taxation 

• Definitions
• Amalgamation
• Demerger
• Capital Asset – Long Term or Short Term
• Transactions not treated as a transfer
• Capital Gains Tax
• Securities Transaction Tax (STT)
• Block Deals
• Slump Sale
• Sale Consideration – Special Cases
• Notional Cost – Special Cases
• Depreciation on Transferred Assets
• Telecom License Transfer
• Preliminary Expenses
• Amalgamation / Demerger Expenses
• Carry forward and Set off of Loss and Depreciation
• Amalgamation
• Demerger