Old Syllabus - CRILW Analysis Sheet June 2024

Corporate Restructuring, Insolvency, Liquidation & Winding
“..It always
Up Analysis seems
Sheet impossible
for June, until its attempt
2024 Done..”
MY
ANALYSIS
Chapter 01
Types of Corporate Restructuring
Questions asked in December 2023 –

C 1. Escrow Account for Buyback – 3 Marks
S 2. Spin Off – 3 Marks
P Probable Questions for June 2024–

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
14. Obligations of a merchant banker in buyback
15. Practical Question on Quantum of Buy Back
YES ACADEMY | CS VAIBHAV CHITLANGIA 1.1

ALL THE BEST MY SUPERSTARS!! ALWAYS AND FOREVER PROUD OF YOU!!
MY
ANALYSIS
Chapter 02
Takeovers
Questions asked in December 2023

C 1. General Exemptions – 5 Marks
S
Probable Questions for June 2024
P 1. Types of takeovers
R 2. Takeover 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. Offer Period / Tendering Period
I 8. Competing Offer
O 9. Voluntary Offer
N 10. Delisting Offer
A 11. Offer Price
L 12. Obligations of Target Company
13. Obligations of Directors of the target company
14. Crown Jewel
15. Pacman Defense
16. Poison Pill Defense
1.2 YES ACADEMY | CS VAIBHAV CHITLANGIA

“..It always seems impossible until its Done..”
MY
ANALYSIS
Chapter 03
Planning and Strategy

C 1. Depository Receipts – 5 Marks
S
P Probable Questions for June 2024

R 1. Securities with differential voting rights
O 2. ECB
F 3. Masala Bonds
E 4. Rights of minority shareholders
S 5. Family Holdings
S
I
O
N
A
L

MY
ANALYSIS
Chapter 04
Process of M&A

C 1. Dispensation from calling meeting of the creditors – 5 marks
S 2. Due diligence & its Types – 5 Marks
3. Purchase Consideration Practical Questions – 5 Marks
P
R Probable Questions for June 2024
O 1. Steps in a Due Diligence
F 2. DD Report Contents
E 3. Principles of Valuation
S 4. Eligibility/ Qualification/ Experience of a Registered Valuer
S 5. Eligibility for Registered Valuers Organisation
I 6. Benefits of mergers and amalgamations
O 7. Effect of order of approval of NCLT
N 8. Disclosures to be made to the Tribunal under Section 232
A 9. Section 231
L 10. Section 237
11. Section 238
12. Section 240
13. Post-merger integration – Operations/ Human/ Structural aspects

MY
ANALYSIS
Chapter 05
Documentation

C ---
S
P 1. Different Parts of a scheme of amalgamation – Introductory/Operating/
R Prayer
O 2. Basic Principles of drafting
F
E
S
S
I
O
N
A
L

MY
ANALYSIS
Chapter 06
Valuation

C 1. Practical Question on Market Value per share & Enterprise Value– 5
S Marks

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

MY
ANALYSIS
Chapter 07
Accounting Aspects

C --
S
P 1. Amalgamation in the nature of merger and in the nature of purchase
R 2. Ind AS 103
O 3. Pooling of interest Method / Purchase Method
F 4. Treatment of Demerger under IND AS 103 and AS 14
E 5. IFRS 3
S 6. Internal reconstruction
S
I
O
N
A
L

MY
ANALYSIS
Chapter 08
Taxation and Stamp Duty

C 1. Eligibility for Set Off and Carry Forward of Losses – 5 Marks
S
P 1. Definition of Amalgamation
R 2. Capital Gains Tax aspects on M&A
O 3. Taxation on Slump Sale
F 4. Definition of demerger as per IT Act
E 5. Tax Concession to Demerged Companies/ Shareholders of Demerged
S Company
S 6. Deemed Dividend
I 7. Stamp Duty payable on Order of NCLT
O 8. Exemption from Stamp Duty in Amalgamation between Holding and
N Subsidiary
A
L

MY
ANALYSIS
Chapter 09
Competition Law Aspects

C 1. Control & Group Definitions – 5 Marks
S 2. Power to impose penalty – 5 Marks
3. Pre filing Consultation – 3 Marks
P
O 1. Definition of Combination
F 2. Thresholds for Notice and De minimis exemption
E 3. Procedure for Investigation of Combinations
S 4. Factors determining Appreciable Adverse Effect
S 5. Aspects related to Notice to be filed with CCI
I 6. Pre filing Consultation with CCI
O 7. Extra territorial Jurisdiction of CCI
N
A
L

MY
ANALYSIS
Chapter 10
Regulatory Approvals

C --
S
P 1. Merger of Insurance Companies
R 2. Merger of Banking Companies
O
F
E
S
S
I
O
N
A
L

MY
ANALYSIS
Chapter 11
Appearances

C --
S
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

MY
ANALYSIS
Chapter 12
Fast Track Merger

C 1. Note on Declaration of Solvency, Filing of Scheme, Approval of the
S Scheme – 5 Marks
2. Applicability of Sec 233 on Startups – 3 Marks
P
R
O Probable Questions for June 2024
F 1. Process of fast Track Merger
E 2. Definition of Small Companies
S 3. Eligibility for Fast Track Merger
S
I
O
N
A
L

MY
ANALYSIS
Chapter 13
Cross Border Merger

C 1. Earnouts & Carveouts – 3 Marks
S
P 1. Inbound & Outbound Merger
R 2. Specified Jurisdiction
O 3. Pros and Cons of Cross Border Mergers
F
E
S
S
I
O
N
A
L

MY
ANALYSIS
Chapter 14
Insolvency

C 1. The Resolution plan is not a sale or auction or recovery or liquidation
S but a resolution of the Corporate Debtor – 3 Marks
2. Definition of Financial Debt – 3 Marks
P 3. Definition of term Default – 5 Marks
R 4. The Objective of SARFAESI Act and the IBC, 2016 – 5 Marks
O 5. Functions of IPA – 5 Marks
F
E Probable Questions for June 2024
S 1. Objectives of IBC
S 2. Insolvency commencement date and Initiation date
I 3. Requirement for enacting IBC
O 4. Laws amended by IBC
N 5. Insolvency and Bankruptcy Board of India
A 6. Insolvency Professional Agencies
L 7. Information Utilities
8. Insolvency and Bankruptcy Fund
9. Difference between Insolvency and Bankruptcy
10. Applicability of IBC

MY
ANALYSIS
Chapter 15
Petition for CIRP

C 1. Withdrawal of CIRP – 5 Marks
S 2. Case Law on Winding up Petition vs. Section 7 Application – 5 Marks

R 1. Section 06 – Who can file application
O 2. Section 08 - Application by Operational Creditors – Analysis of preexisting
F defaults with case laws
E 3. Time limit for rectification of mistakes by applicants
S 4. Section 10A – Covid Provision
S 5. Section 11 - Who cannot file an application for CIRP
I 6. Section 11A - Interplay of CIRP application with PPIRP application
O 7. Section 12 - Time Limit prescribed under IBC
N
A
L

MY
ANALYSIS
Chapter 16
Role of IP/IRP/RP

C 1. Removal / Replacement of RP – 5 Marks
S
P 1. Eligibility, Qualification and Experience for registration as an Insolvency
R Professional
O 2. Moratorium
F 3. Public Announcement
E 4. Appointment of IRP
S 5. Interim Finance
S 6. End of Debtor in Possession regime
I 7. Duties of RP
O 8. Eligibility of Resolution Professional
N 9. Replacement of Resolution Professional
A 10. Mistakes committed by Insolvency Professionals
L 11. Information Memorandum

MY
ANALYSIS
Chapter 17
Resolution Strategies

C --
S
P 1. Measures for Resolution
R 2. External Restructuring
O 3. Internal restructuring
F
E
S
S
I
O
N
A
L

MY
ANALYSIS
Chapter 18
Committee of Creditors

C 1. Commercial Wisdom of Committee of Creditors – 5 Marks
S 2. Notice of Meeting to Suspended BOD – 3 Marks

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 Meetings of CoC
S 5. CoC of Operational Creditors
S 6. Meeting on requisition of members + notice of meeting
I 7. Passing of different resolutions by the CoC (51%, 66%, 90%)
O 8. Approval of Resolution Plan by CoC
N
A
L

MY
ANALYSIS
Chapter 19
Approval of Resolution Plan

C 1. Commercial Wisdom of Committee of Creditors – 5 Marks
S

R 1. Undertakings to be filed with Invitation for Expression of Interest
O 2. Appeal against order of NCLT regarding Resolution Plan
F 3. Section 29A – Eligibility of Resolution Applicant
E 4. Feasibility and viability of resolution plans
S 5. Mandatory contents of a resolution plan
S 6. Immunity from the liability for offences committed prior to initiation
I of CIRP
O
N
A
L

MY
ANALYSIS
Chapter 20
Individual / Firm Insolvency

C --
S
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 5. Issue of public notice
S
S
I
O
N
A
L

MY
ANALYSIS
Chapter 21
Fresh Start Process

C 1. Duties of Debtor under Fresh Start Process – 3 Marks
S
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

MY
ANALYSIS
Chapter 22
SARFAESI and Debt Recovery

C 1. Methods for Recovery under RDDBFI Act – 5 Marks
S 2. Definition of term Default – 5 Marks
3. The Objective of SARFAESI Act and the IBC, 2016 – 5 Marks
P
O 1. Mardia Chemical v. UOI
F 2. What is Securitization and why was it required in India
E 3. Registration of ARC
S 4. Cancellation of certificate of registration of ARC
S 5. Acquisition of financial asset by ARC from originator
I 6. Measures for Asset reconstruction
O 7. Other functions of ARC
N 8. Manner and Effect of Takeover of asset after enforcement of security
A 9. Grievance Redressal
L 10. Compensation for loss of office
11. Right to lodge Caveat
12. Central Registry
13. Non Applicability of SARFAESI Act
14. IBC to prevail over SARFAESI
15. Composition of DRT and DRAT
16. Jurisdiction of DRTs
17. Appeal to DRAT

MY
ANALYSIS
Chapter 23
Cross Border Insolvency

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

MY
ANALYSIS
Chapter 24
Liquidation on failure of CIRP

C --
S
P 1. When can liquidation be initiated?
R 2. Liquidation Estate
O 3. Powers and Duties of Liquidator
F 4. Removal of liquidator by NCLT
E 5. Consolidation of Claims
S 6. Undervalued Transactions
S 7. Fraudulent Transactions
I 8. Waterfall Arrangement
O 9. Options available to secured creditors
N 10. Dissolution of Corporate Debtor
A
L

MY
ANALYSIS
Chapter 25
Voluntary Liquidation

C --
S
P 1. Steps for Initiation of voluntary Liquidation
R 2. Appointment of Liquidator
O 3. Non-involvement of NCLT in Voluntary Liquidation
F 4. Reports to be prepared by the Liquidator
E 5. Differences between Voluntary Liquidation and Insolvent Liquidation
S
S
I
O
N
A
L

MY
ANALYSIS
Chapter 26
Winding Up on order of NCLT

C --
S
P 1. Changes brought by IBC
R 2. Circumstances in which winding up order can be passed
O 3. Who may file for winding up
F 4. Difference between Winding up under Companies Act and Liquidation
E under IBC
S 5. Liquidator – Appointment/Removal/Duties
S 6. Audit of Liquidator’s Books
I 7. Summary Procedure for Liquidation
O
N
A
L

MY
ANALYSIS
Chapter 27
PPIRP

C 1. Management of Affairs during PPIRP – 5 Marks
S
P 1. Eligibility for PPIRP
R 2. Appointment and Duties of RP
O 3. Differences 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 6. Termination of PPIRP
S
I
O
N
A
L

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Corporate Restructuring, Insolvency, Liquidation & Winding

Questions asked in December 2023 –

P Probable Questions for June 2024–

YES ACADEMY | CS VAIBHAV CHITLANGIA 1.1

Questions asked in December 2023

1.2 YES ACADEMY | CS VAIBHAV CHITLANGIA

Questions asked in December 2023

P Probable Questions for June 2024

YES ACADEMY | CS VAIBHAV CHITLANGIA 1.3

Questions asked in December 2023

1.4 YES ACADEMY | CS VAIBHAV CHITLANGIA

Questions asked in December 2023

YES ACADEMY | CS VAIBHAV CHITLANGIA 1.5

Questions asked in December 2023

P Probable Questions for June 2024

1.6 YES ACADEMY | CS VAIBHAV CHITLANGIA

Questions asked in December 2023

YES ACADEMY | CS VAIBHAV CHITLANGIA 1.7

Questions asked in December 2023

1.8 YES ACADEMY | CS VAIBHAV CHITLANGIA

Questions asked in December 2023

YES ACADEMY | CS VAIBHAV CHITLANGIA 1.9

Questions asked in December 2023

1.10 YES ACADEMY | CS VAIBHAV CHITLANGIA

Questions asked in December 2023

YES ACADEMY | CS VAIBHAV CHITLANGIA 1.11

Questions asked in December 2023

1.12 YES ACADEMY | CS VAIBHAV CHITLANGIA

Questions asked in December 2023

YES ACADEMY | CS VAIBHAV CHITLANGIA 1.13

Questions asked in December 2023

1.14 YES ACADEMY | CS VAIBHAV CHITLANGIA

Questions asked in December 2023

P Probable Questions for June 2024

YES ACADEMY | CS VAIBHAV CHITLANGIA 1.15

Questions asked in December 2023

1.16 YES ACADEMY | CS VAIBHAV CHITLANGIA

Questions asked in December 2023

YES ACADEMY | CS VAIBHAV CHITLANGIA 1.17

Questions asked in December 2023

P Probable Questions for June 2024

1.18 YES ACADEMY | CS VAIBHAV CHITLANGIA

Questions asked in December 2023

P Probable Questions for June 2024

YES ACADEMY | CS VAIBHAV CHITLANGIA 1.19

Questions asked in December 2023

1.20 YES ACADEMY | CS VAIBHAV CHITLANGIA

Questions asked in December 2023

YES ACADEMY | CS VAIBHAV CHITLANGIA 1.21

Questions asked in December 2023

1.22 YES ACADEMY | CS VAIBHAV CHITLANGIA

Questions asked in December 2023

YES ACADEMY | CS VAIBHAV CHITLANGIA 1.23

Questions asked in December 2023

1.24 YES ACADEMY | CS VAIBHAV CHITLANGIA

Questions asked in December 2023

YES ACADEMY | CS VAIBHAV CHITLANGIA 1.25

Questions asked in December 2023

1.26 YES ACADEMY | CS VAIBHAV CHITLANGIA

Questions asked in December 2023