How to Prepare CS Professional Corporate Restructuring | CRVI

Prepare CS Professional Corporate Restructuring

HOW TO PREPARE CS PROFESSIONAL CORPORATE RESTRUCTURING , VALUATION  AND INSOLVENCY FOR JUNE 2019 EXAM

How to Prepare CS Professional Corporate Restructuring : Subject Overview 

Corporate Restructuring (CR), the name itself is a bit scary but this subject can help you get a good score in Group 1. So, even if it may seem scary, you have to deal with it. CR is in fact a vast subject than company law also, containing 21 chapters divided into 3 parts as follows-

  • Corporate Restructuring (50 marks) – PART A
  • Valuation (30 marks) – PART B
  • Insolvency (20 marks) – PART C

Corporate Restructuring is common activity undertaken by companies and thus this subject is going to play an important role when you enter the actual corporate world. So, it’s better to understand this subject right now only. Along with conceptual understanding, remembering some of the important sections is also necessary. And most importantly, all the 3 parts are equally important and none of them should be avoided. Lastly, start this subject a bit earlier than you have planned so that you have ample time to revise.

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How to Prepare CS Professional Corporate Restructuring : Objective of Corporate Restructuring paper in CS Professional:

A Company Secretary should be well versed with all the matters that a company undertakes and CR is one of the most important activities undertaken in a company. Hence, at this level, the Institute wants the students to be conversant with such matters. The aim of the institute is that a CS should not be just restricted to company law. Also, it checks whether you have understood the idea behind the various section and rules.  Institute also requires the students to be conversant with amendments to the law made upto 6 months preceding date of examination.

How to Prepare CS Professional Corporate Restructuring : What is expected from the student by ICSI?

Thorough understanding of the concept, practical and procedural aspects is a must. There is no requirement to write everything word to word as in the module, but the student should be able to make the examiner understand the concept. Students need to pinpoint the problem, state the relevant provision and provide solutions. Answering in paragraphs is recommended as it makes it easy for the examiner to check. Proper care should be taken of how the student presents his answers. Generalized and vague answers should be avoided as it reflects your low preparation of the subject.

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How to Prepare CS Professional Corporate Restructuring : Study Plan and Strategy

Since CR is divided into 3 parts and hence mostly students tend to ignore Part B or Part C. They opt for selective studying. Doing this is a big NO. Because at the end all the 3 parts are going to be asked, whether you prepare for it or not. Each and every chapter of the 3 parts is equally important, nothing can be left out. Because institute comes to know what you have left (don’t know how but it’s magical).

A simpler way is that, you can sort the chapter as per their relevance and topics contained. For example, in Part A  the chapters like ‘takeover’  and ‘compromise, arrangements and amalgamation’ are bit lengthy and hence they can be given importance first and chapters like ‘post merger reorganisation’ can be placed last. This way you can study less relevant chapters later but none of the chapters should be avoided. One must also scan through the previous year’s question papers and their suggested answers to understand what the institute is expecting from you.

If you find some things difficult then write them down on a separate sheet of paper and revise them again and again. This will help you to stay in touch with the subject.

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Also, after completing one chapter you can even try solving chapter specific questions and then cross check your answer with the suggested answers of the Institute.

As regards to Part B, which consists of practical problems too, one must keep practicing various types of practical questions. But remember, only practical won’t help, theory for valuation comes for atleast 20 marks.

Also, nothing is going to happen in a day. You have to stay consistent and keep revising. Revise the chapter you did yesterday before starting a new one and this way you will never forget a concept.

Planning your studies is the most important part and no one can do that for you. You are your best judge. Always remember, you have come this far and surely you will survive everything. Keep revising and you will pass for sure.

How to Prepare CS Professional Corporate Restructuring : Sections and Case laws:

CR does not contain that many sections but whatever sections are there, they are very important. Try remembering sections of important topics. CR does contain many case laws in Part A so one should also focus on them.  Mentioning sections and case laws gets you bonus marks which may become a reason for your passing. However, never quote a wrong or irrelevant section or case law. This will create a negative impression on the examiner.

How to Prepare CS Professional Corporate Restructuring : Language and Presentation:

This plays an important role in outdoing other students and scoring good marks. It has been observed that the students are generally weak in English Language but they are thorough with the subject. As a result, the presentation of answers does not give brand image as of a student at the CS Professional level. This problem can be overcome by writing practice and self examination. You may also get your answers checked by your teacher or from whom you buy lectures or notes.

A good presentation creates an impression on the examiner and sometimes they may give you some marks based on that too. So you need to develop the art to write fast but neatly.

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How to Prepare CS Professional Corporate Restructuring : Solving Questions:

  • Practical-

The question paper consists a mixture of direct and application based questions. Students should know how to solve them because this is where students can score good marks. The answer may be presented in the following manner-

  • Relevant legal provision (with correct section number)
  • Facts given in the problem
  • Correlation of the legal provision with the facts
  • Conclusion

Never ever give a direct answer of YES or NO at the start. Let the examiner go through your answer and then decide. If you write YES or NO at the beginning, the examiner would not take efforts to read further.

  • Theoretical-

The answer should be laid down in bullets with brief description given in small paragraphs for making answer more appealing and legible.

Chapter specific guidance:  

How to Prepare CS Professional Corporate Restructuring : PART A

Lesson 1 – Corporate Restructuring – Introduction and Concepts

This lesson will help you in understanding the concept of corporate restructuring, available tools, historical background etc.

Lesson 2 – Compromise, Arrangements and Amalgamations

After reading this lesson, you will be able to understand the regulatory framework, interpretations of provisions in the Companies Act, 2013 relating to the amalgamation/arrangement, different approvals, steps involved etc.

Lesson 3 – Economic and Competition law aspects

After going through this lesson, students will able understand the economic aspects of merger and the important regulatory aspects of combinations as specified in Competition Act, 2002.

Lesson 4 – Accounting aspects of amalgamation and arrangements

After going through this lesson, you will be able to understand the applicability of Indian Accounting Standards- 103 to various strategic decisions, accounting methods, disclosure requirements etc.

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Lesson 5 – Financial, stamp duty and taxation aspects

After reading this lesson, you will be able to understand the regulatory aspects and court decisions as to stamp duty aspects of merger , tax advantage on mergers etc.

Lesson 6 – Interest of Small investors in merger

After going through this lesson, you will be able to understand the regulatory aspects, case laws, recent SEBI initiatives for the protection of minority shareholders in merger.

Lesson 7 – Amalgamation of Banking and Government companies

This chapter will enable you to understand the procedural aspects as to the merger of private sector banks, amalgamation of NBFC with a banking company, amalgamation of government companies etc.

Lesson 8 – Corporate Demergers and Reverse Mergers

This lesson deals with the concepts of demerger, its methods, procedural compliances as to demerger, taxation aspects relating to demerger or reverse merger.

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Lesson 9 – Takeovers

This lesson will make you understand the meaning, concept, objectives, procedural requirements as to takeover of listed/unlisted companies, takeover defences etc.

Lesson 10 –Funding of Mergers and Takeovers

This lesson will help you understand the various funding alternatives available for corporate restructuring etc.

Lesson 11 – Financial Restructuring

After going through this lesson, you will be able to understand the legal and procedural aspects relating to reduction and reorganisation of capital, buy back of shares of listed and unlisted companies including aspects as to quantum, sources, restrictions etc .

Lesson 12 – Post merger Reorganisation

This lesson deals with the issues and challenges involved generally after merger, which are to be carried out in conjunction with the strategic planning of merger, measuring post merger efficiency etc.

Lesson 13 – Case studies

The case studies discussed in this lesson would enable the students to understand the purpose, issues, operational mechanism in general of different types of restructuring strategies that would ultimately result in better conceptual understanding.

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How to Prepare CS Professional Corporate Restructuring : PART B

Lesson 14 – Valuation introduction and techniques

After reading this lesson, you should be able to understand the meaning, purpose and methods of valuation.

Lesson 15 – Regulatory aspects of valuation with reference to corporate strategies

This lesson will help you understand the regulatory aspects of valuation, different valuation methodologies for different strategies including taxation aspects.

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How to Prepare CS Professional Corporate Restructuring : PART C

Lesson 16 – Insolvency- Concepts and evolution

This chapter covers all the historical and emerging aspects of insolvency process in India, UK and USA.

Lesson 17 – Insolvency and Bankruptcy Code, 2016

After reading this chapter you will be able to understand the regulatory provisions relating to insolvency process and also the procedural aspects

 Lesson 18 – Securitization

The objective of this lesson is to familiarize the students with legal requirements stipulated under the SARFAESI Act.

Lesson 19 – Debt recovery

This lesson contains overview of the Act, establishment of Tribunals and procedure thereof etc. The objective of this lesson is to enable students to understand legal requirements stipulated under the Recovery of Debts Due to Banks and Financial Institutions Act, 1993.

Lesson 20 –Winding up

This lesson contains procedure relating to winding up, powers and duties of liquidator, types of winding up etc

Lesson 21 –Cross Border Insolvency

After reading this lesson you will be able to understand the overall view of UNCITRAL model law, World Bank principles, Chapter 11 of US Bankruptcy Code and other emerging aspects of insolvency laws.

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How to Plan for examination:

If you have a plan, it becomes easier to achieve your goal. One should plan their studies properly otherwise there will be chaos and the result would surely not be in your favour. Planning may vary from person to person but you should keep in mind that you keep ample time for revision of the subjects too.

Plan early because executing it may take a month or so. You will have to adapt yourself with the plan. If you haven’t achieved according to the plan then you are losing focus and you need to buck up.

How to Prepare CS Professional Corporate Restructuring : Important Tips:

  • Before the final exam, one should at least solve one test paper so as to know how much prepared are you and whether you are able to finish within the time limit of 3 hours.
  • Revision is a must. Keep revising the subject at proper intervals.
  • Don’t let your doubts build up. Get your doubts cleared as soon as possible.
  • Writing practice is a must.
  • If you start studying earlier, then you may make your own notes too.
  • And one more thing, never ever give up. It is going to take lots of pain to study so much, but when this pain becomes a gain in the future, the happiness of that gain is beyond this universe.

YOU CAN AND YOU WILL DO IT!

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