Posted on 10-04-2016        By ADMIN

CORPORATE RESTRUCTURING VALUATION AND INSOLVENCY cs professional notes paper cri 1 (i) Court cannot refuse to sanction a scheme of arrangement which has been approved by majority of shareholders/creditors of the companies concerned. (ii) The order of court sanctioning the scheme of arrangement is final and effective. Companies need not do anything thereafter in respect of court’s sanction. (ii) Amalgamation cannot be sanctioned by the court when the transferee company’s objects do not cover business of the transferor company which the former proposes to carry on after the amalgamation. (iv) Amalgamation between two banking companies is governed solely by the Companies Act, 1956. (v) Scheme of amalgamation which is not approved at a meeting by the requisite majority, but is subsequently approved by individual affidavits is deemed to be validly approved. State the object and reasons for buy-back of shares. Explain the provisions relating to buy-back of shares through book-building route. (10 marks each) 2. (a) Reduction of capital is one of the modes of re-organisation of capital structure of the company. Explain the procedural aspects involved in reduction of capital. (b) Discuss various types of approvals required in a scheme of compromise or arrangement. (c) Explain ‘open offer thresholds’ under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011. Explain the provisions relating to valuation of shares, under SEBI (Delisting of Equity Shares) Regulations 2009. (5 marks each) 5. (a) How do you value securities issued under Employee Stock Option Scheme? (b) SEBI (ICDR) Regulations, 2009 prescribes valuation methods for initial public offer of securities. Discuss. (c) How do you value the shares issued to a person residing outside India?

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