CS Professional CRVI cheat sheet

Restructuring forms: merger, demerger/split, amalgamation, arrangement, capital reduction, buy-back, slump sale, hive-off, joint venture, and debt restructuring; each has distinct statutory routes (NCLT scheme under sections 230–232 of the Companies Act, 2013, or contractual/tax-driven routes).

Scheme of arrangement requires board approval, application to NCLT, meetings of members/creditors as directed, 75% of persons voting in value (majority in number also for classes), sanction order, filing with ROC; effective from appointed date stated in scheme.

Fast-track merger under section 233 is available for small companies, holding–wholly owned subsidiary combinations and startups, requiring approval of 90% of members and creditors and no objection from ROC/regulator within 30 days.

Cross-border merger under section 234 needs RBI approval for outbound/inbound mergers, valuation by a registered valuer, and compliance with the foreign jurisdiction's law; consideration may be cash or shares.

Demerger under section 232 transfers an undertaking to a resulting company; the resulting company issues shares to shareholders of the demerged company in proportion, and the demerged company's shareholders' cost of acquisition is apportioned per Income-tax Act, 1961 rules.

Slump sale (section 2(42C), Income-tax Act) transfers an undertaking as a going concern for a lump-sum consideration; capital gains computed on net worth less block of assets, taxed as long-term if held > 36 months.

Buy-back under section 68 is capped at 25% of paid-up capital plus free reserves (or 10% of paid-up capital for board-approved route), must extinguish shares, and requires a solvency declaration; no buy-back within one year of a prior buy-back.

Capital reduction under section 66 requires special resolution, NCLT confirmation, and creditor consent; the tribunal may direct a creditors' meeting and considers the interests of dissenting shareholders.

SEBI Takeover Code (SAST) applies on crossing 5% (disclosure), 25% (open offer trigger) or acquisition of control; open offer is for at least 26% of voting capital, and creeping acquisition is capped at 5% per financial year beyond 25%.

Open offer price is the highest of: negotiated price, 60 trading days' VWAP, 26 weeks' VWAP, and the highest price paid by the acquirer in the preceding 52 weeks.

Public announcement of open offer must be made within 2 working days of the trigger, followed by a detailed letter of offer to shareholders within 5 working days of the public announcement; offer period is 10 working days.

Exemptions from open offer (Regulation 10) include inter-se transfer among promoters, transfer by will/inheritance, government-approved restructuring, and creeping acquisition within limits; each requires the SEBI-prescribed filings.

Delisting is governed by SEBI Delisting Regulations, 2021; a delisting offer requires a reverse book building process, with the discovered price accepted only if the acquirer's post-offer shareholding reaches 90% and the public shareholding falls below 5%.

Due diligence covers financial, legal, tax, environmental, IP and HR streams; the data room is governed by a non-disclosure agreement, and the acquisition agreement typically contains representations, warranties, indemnities and MAC clauses.

Acquisition structures: share purchase (buyer takes company with liabilities), asset purchase (selective liabilities), merger (universal succession), and slump sale (lump sum, going concern).

SEBI (Prohibition of Insider Trading) Regulations, 2015 require closure of trading window before price-sensitive information and pre-clearance for designated persons; UPSI handling is critical in M&A deal structuring.

Income approach: Discounted Cash Flow = Σ FCFF/(1+WACC)^t + Terminal Value/(1+WACC)^n, where FCFF = EBIT(1−t) + Depreciation − Capex − ΔWorking Capital, and terminal value uses Gordon growth or exit multiple.

WACC = (E/V)×Ke + (D/V)×Kd×(1−t); Ke via CAPM = Rf + β×(Rm−Rf) + size/illiquidity premia.

Market approach: comparable company multiples (EV/EBITDA, P/E, P/B, EV/Sales) and comparable transaction multiples; the multiple must be applied to a consistent metric and adjusted for control and liquidity.

Asset-based approach: net asset value and replacement cost; used for asset-heavy, holding or distressed companies and as a floor check on DCF.

Registered valuer under section 247 of the Companies Act, 2013 and the Companies (Registered Valuers and Valuation) Rules, 2017 must be used for valuation of shares, assets, and insolvency resolution plan valuations; valuation report is valid for 90 days for certain purposes.

Intangible asset valuation methods: relief-from-royalty, excess earnings (multi-period), with-and-without, and cost approach; goodwill is the residual after identifiable intangibles are separated in a purchase price allocation.

Valuation under IBC: the resolution professional appoints a registered valuer; two valuation reports may be obtained, and the liquidation value and fair value are used in the section 30(4) waterfall and for dissenting creditor analysis.

Valuation adjustments: control premium (typically 15–30%), lack of marketability discount, minority discount, and normalization of EBITDA for non-recurring items, related-party rents, and owner compensation.

IBC, 2016 applies to companies, LLPs, partnership firms and individuals; the corporate insolvency resolution process (CIRP) is initiated by a financial creditor (section 7), operational creditor (section 9) or the corporate debtor itself (section 10) before the NCLT.

Threshold for CIRP application is a default of ₹1 crore (raised from ₹1 lakh by notification in 2020); the application must be filed within 3 years of default (limitation under Article 137 of the Limitation Act, per B.K. Educational Services).

Section 14 moratorium prohibits institution or continuation of suits, execution of judgments, transfer of assets, recovery or enforcement of security interest, and termination of essential supplies during CIRP.

Insolvency professional (IP) is appointed as interim resolution professional (IRP) by NCLT; the IRP takes control, manages the corporate debtor's operations, constitutes the committee of creditors (CoC) within 30 days, and is confirmed as RP by CoC.

CoC decisions require 66% voting share for most resolutions, including approval of the resolution plan and appointment of RP; voting share is based on financial debt owed.

CIRP timeline is 330 days including litigation (extended from 270 by amendment), and the RP must submit the resolution plan to NCLT after CoC approval; if no plan, liquidation is ordered under section 33.

IBBI is the regulator, IPA (Insolvency Professional Agencies) register IPs, and the Insolvency and Bankruptcy Board of India (Information Utilities) Regulations govern information utilities; NCLT is the adjudicating authority and NCLAT the appellate authority.

Section 29A bars promoters, connected persons, and persons with NPA accounts or convicted of specified offences from submitting a resolution plan; the RP must verify eligibility before CoC approval.

Section 53 waterfall for liquidation proceeds: (1) insolvency resolution process costs and liquidation costs; (2) secured creditors and workmen dues for 24 months; (3) wages of other employees for 12 months; (4) financial debts of unsecured creditors; (5) government dues and remaining debts; (6) preference and equity shareholders; (7) surplus to partners.

Section 30(4) requires the resolution plan to provide for payment of CIRP costs in priority and to satisfy the CoC with at least 66% voting share; the plan must be implemented within one year of NCLT approval unless extended.

Section 32A grants immunity to the corporate debtor and its property from prosecution for offences committed before CIRP commencement, provided the plan is approved and the resolution applicant is not a party to the offence.

Section 66 avoidance: fraudulent or wrongful trading by directors during CIRP can result in personal liability; section 43 (preferential transactions), 45 (undervalued transactions), 49 (extortionate credit) and 50 (avoidable transactions) allow the RP to apply to NCLT for reversal.

Section 7 application requires record of default from an information utility or other evidence; section 9 requires demand notice in Form 3 and 10 days' waiting period; section 10 requires the corporate debtor to disclose the default and propose an IRP.

DRT under the Recovery of Debts and Bankruptcy Act, 1993 handles debt recovery above ₹20 lakh; SARFAESI Act, 2002 allows secured creditors to enforce security without court intervention after 60 days' notice.

Section 12A withdrawal of CIRP requires 90% CoC approval; pre-packaged insolvency resolution process (PPIRP) under Chapter III-A is available for MSMEs with a base resolution plan and 66% CoC approval.

Liquidation: the liquidator is appointed by NCLT, takes custody of assets, invites claims, forms a liquidation estate under section 36, and distributes proceeds per section 53; the process should ordinarily be completed within one year.

UNCITRAL Model Law on Cross-Border Insolvency (1997) provides the framework for recognition of foreign proceedings, cooperation between courts, and relief; India has not yet enacted the Model Law but Chapter VI of IBC (sections 234–235) empowers the Central Government to enter into bilateral agreements.

Section 234 of IBC permits the Central Government to enter into an agreement with a foreign country for enforcing provisions of the Code; section 235 allows the NCLT to seek assistance from a foreign court or authority.

Key concepts under the Model Law: 'foreign main proceeding' (COMI-based), 'foreign non-main proceeding' (establishment-based), 'foreign representative', and 'centre of main interests' (COMI) presumed to be the registered office.

Relief available under the Model Law: recognition, moratorium, stay of individual actions, entrustment of assets to the foreign representative, and coordination with local proceedings.

Cross-border insolvency issues in India include group insolvency (no explicit group framework in IBC, though NCLT has coordinated group companies in practice), asset tracing across borders, and enforcement of foreign judgments.

Bilateral treaties and the doctrine of comity govern recognition of foreign insolvency proceedings where no treaty exists; Indian courts have applied the 'universalism' approach in cases such as Rajah of Vizianagaram and, more recently, Jet Airways.

Section 13 of the Code (territorial jurisdiction) and section 14 moratorium apply to assets in India; foreign creditors can file claims but their security interests are subject to Indian law and section 53 waterfall.

Cross-border mergers under section 234 of the Companies Act, 2013 require RBI approval and compliance with FEMA; inbound mergers also need approval under the FDI policy and the Competition Act if thresholds are met.

Competition Act, 2002 (as amended in 2023) prohibits anti-competitive agreements (section 3), abuse of dominance (section 4), and combinations causing appreciable adverse effect on competition (AAEC) (section 5 and 6).

Combination thresholds: assets ≥ ₹2,000 crore or turnover ≥ ₹6,000 crore for the acquirer group and target together (revised 2024); deemed approval if CCI does not pass an order within 30 working days (extended to 150 days for prima facie AAEC cases).

CCI has 210 days (extended from 180) to review a combination after notice; the parties cannot consummate the combination during the standstill period unless the target is failing or the CCI approves.

Section 5 exemptions include the target having assets ≤ ₹350 crore or turnover ≤ ₹1,000 crore (de minimis, revised 2024), acquisitions of ≤25% voting rights, and acquisitions by public financial institutions or banks.

Sectoral approvals: RBI for banking and NBFC acquisitions (5% or more of paid-up capital), IRDAI for insurance (26% FDI cap), SEBI for securities market intermediaries, and sector regulators for telecom (TRAI/DoT), power, and ports.

Foreign investment is governed by the FEMA (Non-Debt Instruments) Rules, 2019; automatic route vs government route depends on sector caps, and press note 3 of 2020 requires government approval for investments from land-border countries.

CCI's green channel route (2019) allows automatic approval of combinations with no horizontal, vertical or complementary overlaps; the parties file a Form I with a self-certification.

Merger control filing is mandatory for combinations exceeding thresholds; failure to notify attracts a penalty of up to 1% of the combined assets or turnover, whichever is lower, and the CCI may order divestiture.

Section 2(51) of the Companies Act, 2013 defines key managerial personnel (KMP), including the CEO, CFO, company secretary, and whole-time directors; the CS is a KMP under section 203 and must be appointed by the board.

Section 205 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 requires a whole-time CS in companies with paid-up capital ≥ ₹10 crore; other companies must engage a CS in practice for certification.

SEBI (LODR) Regulations, 2015 require the CS to act as compliance officer, certify compliance under Regulation 17(8), and report material non-compliance to the stock exchanges; the CS also signs the corporate governance report.

Code of ethics for company secretaries under the ICSI Code of Conduct: integrity, objectivity, confidentiality, professional competence, and compliance with the law; a CS must not engage in conflicting business or accept undisclosed commissions.

Section 204 requires a secretarial audit for listed companies and companies with paid-up capital ≥ ₹50 crore or turnover ≥ ₹250 crore; the secretarial auditor reports on compliance with the Companies Act and other laws.

Related-party transactions under section 188 require board approval, and audit committee and shareholder approval (if thresholds are crossed); SEBI LODR Regulation 23 requires prior approval of the audit committee and material RPTs to be approved by shareholders.

Whistleblower policy under section 177(9) and LODR Regulation 22 requires a vigil mechanism for directors and employees; the CS is often the designated officer for receiving complaints.

Professional responsibility: the CS must maintain independence, avoid conflicts of interest, ensure timely filings (e.g., MGT-7, AOC-4, DIR-12), and is liable for penalties under section 447 for fraud and section 450 for contraventions.

Restructuring forms: merger, demerger/split, amalgamation, arrangement, capital reduction, buy-back, slump sale, hive-off, joint venture, and debt restructuring; each has distinct statutory routes (NCLT scheme under sections 230–232 of the Companies Act, 2013, or contractual/tax-driven routes).

Scheme of arrangement requires board approval, application to NCLT, meetings of members/creditors as directed, 75% of persons voting in value (majority in number also for classes), sanction order, filing with ROC; effective from appointed date stated in scheme.

Fast-track merger under section 233 is available for small companies, holding–wholly owned subsidiary combinations and startups, requiring approval of 90% of members and creditors and no objection from ROC/regulator within 30 days.

Cross-border merger under section 234 needs RBI approval for outbound/inbound mergers, valuation by a registered valuer, and compliance with the foreign jurisdiction's law; consideration may be cash or shares.

Demerger under section 232 transfers an undertaking to a resulting company; the resulting company issues shares to shareholders of the demerged company in proportion, and the demerged company's shareholders' cost of acquisition is apportioned per Income-tax Act, 1961 rules.

Slump sale (section 2(42C), Income-tax Act) transfers an undertaking as a going concern for a lump-sum consideration; capital gains computed on net worth less block of assets, taxed as long-term if held > 36 months.

Buy-back under section 68 is capped at 25% of paid-up capital plus free reserves (or 10% of paid-up capital for board-approved route), must extinguish shares, and requires a solvency declaration; no buy-back within one year of a prior buy-back.

Capital reduction under section 66 requires special resolution, NCLT confirmation, and creditor consent; the tribunal may direct a creditors' meeting and considers the interests of dissenting shareholders.

SEBI Takeover Code (SAST) applies on crossing 5% (disclosure), 25% (open offer trigger) or acquisition of control; open offer is for at least 26% of voting capital, and creeping acquisition is capped at 5% per financial year beyond 25%.

Open offer price is the highest of: negotiated price, 60 trading days' VWAP, 26 weeks' VWAP, and the highest price paid by the acquirer in the preceding 52 weeks.

Public announcement of open offer must be made within 2 working days of the trigger, followed by a detailed letter of offer to shareholders within 5 working days of the public announcement; offer period is 10 working days.

Exemptions from open offer (Regulation 10) include inter-se transfer among promoters, transfer by will/inheritance, government-approved restructuring, and creeping acquisition within limits; each requires the SEBI-prescribed filings.

Delisting is governed by SEBI Delisting Regulations, 2021; a delisting offer requires a reverse book building process, with the discovered price accepted only if the acquirer's post-offer shareholding reaches 90% and the public shareholding falls below 5%.

Due diligence covers financial, legal, tax, environmental, IP and HR streams; the data room is governed by a non-disclosure agreement, and the acquisition agreement typically contains representations, warranties, indemnities and MAC clauses.

Acquisition structures: share purchase (buyer takes company with liabilities), asset purchase (selective liabilities), merger (universal succession), and slump sale (lump sum, going concern).

SEBI (Prohibition of Insider Trading) Regulations, 2015 require closure of trading window before price-sensitive information and pre-clearance for designated persons; UPSI handling is critical in M&A deal structuring.

Income approach: Discounted Cash Flow = Σ FCFF/(1+WACC)^t + Terminal Value/(1+WACC)^n, where FCFF = EBIT(1−t) + Depreciation − Capex − ΔWorking Capital, and terminal value uses Gordon growth or exit multiple.

WACC = (E/V)×Ke + (D/V)×Kd×(1−t); Ke via CAPM = Rf + β×(Rm−Rf) + size/illiquidity premia.

Market approach: comparable company multiples (EV/EBITDA, P/E, P/B, EV/Sales) and comparable transaction multiples; the multiple must be applied to a consistent metric and adjusted for control and liquidity.

Asset-based approach: net asset value and replacement cost; used for asset-heavy, holding or distressed companies and as a floor check on DCF.

Registered valuer under section 247 of the Companies Act, 2013 and the Companies (Registered Valuers and Valuation) Rules, 2017 must be used for valuation of shares, assets, and insolvency resolution plan valuations; valuation report is valid for 90 days for certain purposes.

Intangible asset valuation methods: relief-from-royalty, excess earnings (multi-period), with-and-without, and cost approach; goodwill is the residual after identifiable intangibles are separated in a purchase price allocation.

Valuation under IBC: the resolution professional appoints a registered valuer; two valuation reports may be obtained, and the liquidation value and fair value are used in the section 30(4) waterfall and for dissenting creditor analysis.

Valuation adjustments: control premium (typically 15–30%), lack of marketability discount, minority discount, and normalization of EBITDA for non-recurring items, related-party rents, and owner compensation.

IBC, 2016 applies to companies, LLPs, partnership firms and individuals; the corporate insolvency resolution process (CIRP) is initiated by a financial creditor (section 7), operational creditor (section 9) or the corporate debtor itself (section 10) before the NCLT.

Threshold for CIRP application is a default of ₹1 crore (raised from ₹1 lakh by notification in 2020); the application must be filed within 3 years of default (limitation under Article 137 of the Limitation Act, per B.K. Educational Services).

Section 14 moratorium prohibits institution or continuation of suits, execution of judgments, transfer of assets, recovery or enforcement of security interest, and termination of essential supplies during CIRP.

Insolvency professional (IP) is appointed as interim resolution professional (IRP) by NCLT; the IRP takes control, manages the corporate debtor's operations, constitutes the committee of creditors (CoC) within 30 days, and is confirmed as RP by CoC.

CoC decisions require 66% voting share for most resolutions, including approval of the resolution plan and appointment of RP; voting share is based on financial debt owed.

CIRP timeline is 330 days including litigation (extended from 270 by amendment), and the RP must submit the resolution plan to NCLT after CoC approval; if no plan, liquidation is ordered under section 33.

IBBI is the regulator, IPA (Insolvency Professional Agencies) register IPs, and the Insolvency and Bankruptcy Board of India (Information Utilities) Regulations govern information utilities; NCLT is the adjudicating authority and NCLAT the appellate authority.

Section 29A bars promoters, connected persons, and persons with NPA accounts or convicted of specified offences from submitting a resolution plan; the RP must verify eligibility before CoC approval.

Section 53 waterfall for liquidation proceeds: (1) insolvency resolution process costs and liquidation costs; (2) secured creditors and workmen dues for 24 months; (3) wages of other employees for 12 months; (4) financial debts of unsecured creditors; (5) government dues and remaining debts; (6) preference and equity shareholders; (7) surplus to partners.

Section 30(4) requires the resolution plan to provide for payment of CIRP costs in priority and to satisfy the CoC with at least 66% voting share; the plan must be implemented within one year of NCLT approval unless extended.

Section 32A grants immunity to the corporate debtor and its property from prosecution for offences committed before CIRP commencement, provided the plan is approved and the resolution applicant is not a party to the offence.

Section 66 avoidance: fraudulent or wrongful trading by directors during CIRP can result in personal liability; section 43 (preferential transactions), 45 (undervalued transactions), 49 (extortionate credit) and 50 (avoidable transactions) allow the RP to apply to NCLT for reversal.

Section 7 application requires record of default from an information utility or other evidence; section 9 requires demand notice in Form 3 and 10 days' waiting period; section 10 requires the corporate debtor to disclose the default and propose an IRP.

DRT under the Recovery of Debts and Bankruptcy Act, 1993 handles debt recovery above ₹20 lakh; SARFAESI Act, 2002 allows secured creditors to enforce security without court intervention after 60 days' notice.

Section 12A withdrawal of CIRP requires 90% CoC approval; pre-packaged insolvency resolution process (PPIRP) under Chapter III-A is available for MSMEs with a base resolution plan and 66% CoC approval.

Liquidation: the liquidator is appointed by NCLT, takes custody of assets, invites claims, forms a liquidation estate under section 36, and distributes proceeds per section 53; the process should ordinarily be completed within one year.

UNCITRAL Model Law on Cross-Border Insolvency (1997) provides the framework for recognition of foreign proceedings, cooperation between courts, and relief; India has not yet enacted the Model Law but Chapter VI of IBC (sections 234–235) empowers the Central Government to enter into bilateral agreements.

Section 234 of IBC permits the Central Government to enter into an agreement with a foreign country for enforcing provisions of the Code; section 235 allows the NCLT to seek assistance from a foreign court or authority.

Key concepts under the Model Law: 'foreign main proceeding' (COMI-based), 'foreign non-main proceeding' (establishment-based), 'foreign representative', and 'centre of main interests' (COMI) presumed to be the registered office.

Relief available under the Model Law: recognition, moratorium, stay of individual actions, entrustment of assets to the foreign representative, and coordination with local proceedings.

Cross-border insolvency issues in India include group insolvency (no explicit group framework in IBC, though NCLT has coordinated group companies in practice), asset tracing across borders, and enforcement of foreign judgments.

Bilateral treaties and the doctrine of comity govern recognition of foreign insolvency proceedings where no treaty exists; Indian courts have applied the 'universalism' approach in cases such as Rajah of Vizianagaram and, more recently, Jet Airways.

Section 13 of the Code (territorial jurisdiction) and section 14 moratorium apply to assets in India; foreign creditors can file claims but their security interests are subject to Indian law and section 53 waterfall.

Cross-border mergers under section 234 of the Companies Act, 2013 require RBI approval and compliance with FEMA; inbound mergers also need approval under the FDI policy and the Competition Act if thresholds are met.

Competition Act, 2002 (as amended in 2023) prohibits anti-competitive agreements (section 3), abuse of dominance (section 4), and combinations causing appreciable adverse effect on competition (AAEC) (section 5 and 6).

Combination thresholds: assets ≥ ₹2,000 crore or turnover ≥ ₹6,000 crore for the acquirer group and target together (revised 2024); deemed approval if CCI does not pass an order within 30 working days (extended to 150 days for prima facie AAEC cases).

CCI has 210 days (extended from 180) to review a combination after notice; the parties cannot consummate the combination during the standstill period unless the target is failing or the CCI approves.

Section 5 exemptions include the target having assets ≤ ₹350 crore or turnover ≤ ₹1,000 crore (de minimis, revised 2024), acquisitions of ≤25% voting rights, and acquisitions by public financial institutions or banks.

Sectoral approvals: RBI for banking and NBFC acquisitions (5% or more of paid-up capital), IRDAI for insurance (26% FDI cap), SEBI for securities market intermediaries, and sector regulators for telecom (TRAI/DoT), power, and ports.

Foreign investment is governed by the FEMA (Non-Debt Instruments) Rules, 2019; automatic route vs government route depends on sector caps, and press note 3 of 2020 requires government approval for investments from land-border countries.

CCI's green channel route (2019) allows automatic approval of combinations with no horizontal, vertical or complementary overlaps; the parties file a Form I with a self-certification.

Merger control filing is mandatory for combinations exceeding thresholds; failure to notify attracts a penalty of up to 1% of the combined assets or turnover, whichever is lower, and the CCI may order divestiture.

Section 2(51) of the Companies Act, 2013 defines key managerial personnel (KMP), including the CEO, CFO, company secretary, and whole-time directors; the CS is a KMP under section 203 and must be appointed by the board.

Section 205 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 requires a whole-time CS in companies with paid-up capital ≥ ₹10 crore; other companies must engage a CS in practice for certification.

SEBI (LODR) Regulations, 2015 require the CS to act as compliance officer, certify compliance under Regulation 17(8), and report material non-compliance to the stock exchanges; the CS also signs the corporate governance report.

Code of ethics for company secretaries under the ICSI Code of Conduct: integrity, objectivity, confidentiality, professional competence, and compliance with the law; a CS must not engage in conflicting business or accept undisclosed commissions.

Section 204 requires a secretarial audit for listed companies and companies with paid-up capital ≥ ₹50 crore or turnover ≥ ₹250 crore; the secretarial auditor reports on compliance with the Companies Act and other laws.

Related-party transactions under section 188 require board approval, and audit committee and shareholder approval (if thresholds are crossed); SEBI LODR Regulation 23 requires prior approval of the audit committee and material RPTs to be approved by shareholders.

Whistleblower policy under section 177(9) and LODR Regulation 22 requires a vigil mechanism for directors and employees; the CS is often the designated officer for receiving complaints.

Professional responsibility: the CS must maintain independence, avoid conflicts of interest, ensure timely filings (e.g., MGT-7, AOC-4, DIR-12), and is liable for penalties under section 447 for fraud and section 450 for contraventions.

Restructuring forms: merger, demerger/split, amalgamation, arrangement, capital reduction, buy-back, slump sale, hive-off, joint venture, and debt restructuring; each has distinct statutory routes (NCLT scheme under sections 230–232 of the Companies Act, 2013, or contractual/tax-driven routes).

Scheme of arrangement requires board approval, application to NCLT, meetings of members/creditors as directed, 75% of persons voting in value (majority in number also for classes), sanction order, filing with ROC; effective from appointed date stated in scheme.

Fast-track merger under section 233 is available for small companies, holding–wholly owned subsidiary combinations and startups, requiring approval of 90% of members and creditors and no objection from ROC/regulator within 30 days.

Cross-border merger under section 234 needs RBI approval for outbound/inbound mergers, valuation by a registered valuer, and compliance with the foreign jurisdiction's law; consideration may be cash or shares.

Demerger under section 232 transfers an undertaking to a resulting company; the resulting company issues shares to shareholders of the demerged company in proportion, and the demerged company's shareholders' cost of acquisition is apportioned per Income-tax Act, 1961 rules.

Slump sale (section 2(42C), Income-tax Act) transfers an undertaking as a going concern for a lump-sum consideration; capital gains computed on net worth less block of assets, taxed as long-term if held > 36 months.

Buy-back under section 68 is capped at 25% of paid-up capital plus free reserves (or 10% of paid-up capital for board-approved route), must extinguish shares, and requires a solvency declaration; no buy-back within one year of a prior buy-back.

Capital reduction under section 66 requires special resolution, NCLT confirmation, and creditor consent; the tribunal may direct a creditors' meeting and considers the interests of dissenting shareholders.

SEBI Takeover Code (SAST) applies on crossing 5% (disclosure), 25% (open offer trigger) or acquisition of control; open offer is for at least 26% of voting capital, and creeping acquisition is capped at 5% per financial year beyond 25%.

Open offer price is the highest of: negotiated price, 60 trading days' VWAP, 26 weeks' VWAP, and the highest price paid by the acquirer in the preceding 52 weeks.

Public announcement of open offer must be made within 2 working days of the trigger, followed by a detailed letter of offer to shareholders within 5 working days of the public announcement; offer period is 10 working days.

Exemptions from open offer (Regulation 10) include inter-se transfer among promoters, transfer by will/inheritance, government-approved restructuring, and creeping acquisition within limits; each requires the SEBI-prescribed filings.

Delisting is governed by SEBI Delisting Regulations, 2021; a delisting offer requires a reverse book building process, with the discovered price accepted only if the acquirer's post-offer shareholding reaches 90% and the public shareholding falls below 5%.

Due diligence covers financial, legal, tax, environmental, IP and HR streams; the data room is governed by a non-disclosure agreement, and the acquisition agreement typically contains representations, warranties, indemnities and MAC clauses.

Acquisition structures: share purchase (buyer takes company with liabilities), asset purchase (selective liabilities), merger (universal succession), and slump sale (lump sum, going concern).

SEBI (Prohibition of Insider Trading) Regulations, 2015 require closure of trading window before price-sensitive information and pre-clearance for designated persons; UPSI handling is critical in M&A deal structuring.

Income approach: Discounted Cash Flow = Σ FCFF/(1+WACC)^t + Terminal Value/(1+WACC)^n, where FCFF = EBIT(1−t) + Depreciation − Capex − ΔWorking Capital, and terminal value uses Gordon growth or exit multiple.

WACC = (E/V)×Ke + (D/V)×Kd×(1−t); Ke via CAPM = Rf + β×(Rm−Rf) + size/illiquidity premia.

Market approach: comparable company multiples (EV/EBITDA, P/E, P/B, EV/Sales) and comparable transaction multiples; the multiple must be applied to a consistent metric and adjusted for control and liquidity.

Asset-based approach: net asset value and replacement cost; used for asset-heavy, holding or distressed companies and as a floor check on DCF.

Registered valuer under section 247 of the Companies Act, 2013 and the Companies (Registered Valuers and Valuation) Rules, 2017 must be used for valuation of shares, assets, and insolvency resolution plan valuations; valuation report is valid for 90 days for certain purposes.

Intangible asset valuation methods: relief-from-royalty, excess earnings (multi-period), with-and-without, and cost approach; goodwill is the residual after identifiable intangibles are separated in a purchase price allocation.

Valuation under IBC: the resolution professional appoints a registered valuer; two valuation reports may be obtained, and the liquidation value and fair value are used in the section 30(4) waterfall and for dissenting creditor analysis.

Valuation adjustments: control premium (typically 15–30%), lack of marketability discount, minority discount, and normalization of EBITDA for non-recurring items, related-party rents, and owner compensation.

IBC, 2016 applies to companies, LLPs, partnership firms and individuals; the corporate insolvency resolution process (CIRP) is initiated by a financial creditor (section 7), operational creditor (section 9) or the corporate debtor itself (section 10) before the NCLT.

Threshold for CIRP application is a default of ₹1 crore (raised from ₹1 lakh by notification in 2020); the application must be filed within 3 years of default (limitation under Article 137 of the Limitation Act, per B.K. Educational Services).

Section 14 moratorium prohibits institution or continuation of suits, execution of judgments, transfer of assets, recovery or enforcement of security interest, and termination of essential supplies during CIRP.

Insolvency professional (IP) is appointed as interim resolution professional (IRP) by NCLT; the IRP takes control, manages the corporate debtor's operations, constitutes the committee of creditors (CoC) within 30 days, and is confirmed as RP by CoC.

CoC decisions require 66% voting share for most resolutions, including approval of the resolution plan and appointment of RP; voting share is based on financial debt owed.

CIRP timeline is 330 days including litigation (extended from 270 by amendment), and the RP must submit the resolution plan to NCLT after CoC approval; if no plan, liquidation is ordered under section 33.

IBBI is the regulator, IPA (Insolvency Professional Agencies) register IPs, and the Insolvency and Bankruptcy Board of India (Information Utilities) Regulations govern information utilities; NCLT is the adjudicating authority and NCLAT the appellate authority.

Section 29A bars promoters, connected persons, and persons with NPA accounts or convicted of specified offences from submitting a resolution plan; the RP must verify eligibility before CoC approval.

Section 53 waterfall for liquidation proceeds: (1) insolvency resolution process costs and liquidation costs; (2) secured creditors and workmen dues for 24 months; (3) wages of other employees for 12 months; (4) financial debts of unsecured creditors; (5) government dues and remaining debts; (6) preference and equity shareholders; (7) surplus to partners.

Section 30(4) requires the resolution plan to provide for payment of CIRP costs in priority and to satisfy the CoC with at least 66% voting share; the plan must be implemented within one year of NCLT approval unless extended.

Section 32A grants immunity to the corporate debtor and its property from prosecution for offences committed before CIRP commencement, provided the plan is approved and the resolution applicant is not a party to the offence.

Section 66 avoidance: fraudulent or wrongful trading by directors during CIRP can result in personal liability; section 43 (preferential transactions), 45 (undervalued transactions), 49 (extortionate credit) and 50 (avoidable transactions) allow the RP to apply to NCLT for reversal.

Section 7 application requires record of default from an information utility or other evidence; section 9 requires demand notice in Form 3 and 10 days' waiting period; section 10 requires the corporate debtor to disclose the default and propose an IRP.

DRT under the Recovery of Debts and Bankruptcy Act, 1993 handles debt recovery above ₹20 lakh; SARFAESI Act, 2002 allows secured creditors to enforce security without court intervention after 60 days' notice.

Section 12A withdrawal of CIRP requires 90% CoC approval; pre-packaged insolvency resolution process (PPIRP) under Chapter III-A is available for MSMEs with a base resolution plan and 66% CoC approval.

Liquidation: the liquidator is appointed by NCLT, takes custody of assets, invites claims, forms a liquidation estate under section 36, and distributes proceeds per section 53; the process should ordinarily be completed within one year.

UNCITRAL Model Law on Cross-Border Insolvency (1997) provides the framework for recognition of foreign proceedings, cooperation between courts, and relief; India has not yet enacted the Model Law but Chapter VI of IBC (sections 234–235) empowers the Central Government to enter into bilateral agreements.

Section 234 of IBC permits the Central Government to enter into an agreement with a foreign country for enforcing provisions of the Code; section 235 allows the NCLT to seek assistance from a foreign court or authority.

Key concepts under the Model Law: 'foreign main proceeding' (COMI-based), 'foreign non-main proceeding' (establishment-based), 'foreign representative', and 'centre of main interests' (COMI) presumed to be the registered office.

Relief available under the Model Law: recognition, moratorium, stay of individual actions, entrustment of assets to the foreign representative, and coordination with local proceedings.

Cross-border insolvency issues in India include group insolvency (no explicit group framework in IBC, though NCLT has coordinated group companies in practice), asset tracing across borders, and enforcement of foreign judgments.

Bilateral treaties and the doctrine of comity govern recognition of foreign insolvency proceedings where no treaty exists; Indian courts have applied the 'universalism' approach in cases such as Rajah of Vizianagaram and, more recently, Jet Airways.

Section 13 of the Code (territorial jurisdiction) and section 14 moratorium apply to assets in India; foreign creditors can file claims but their security interests are subject to Indian law and section 53 waterfall.

Cross-border mergers under section 234 of the Companies Act, 2013 require RBI approval and compliance with FEMA; inbound mergers also need approval under the FDI policy and the Competition Act if thresholds are met.

Competition Act, 2002 (as amended in 2023) prohibits anti-competitive agreements (section 3), abuse of dominance (section 4), and combinations causing appreciable adverse effect on competition (AAEC) (section 5 and 6).

Combination thresholds: assets ≥ ₹2,000 crore or turnover ≥ ₹6,000 crore for the acquirer group and target together (revised 2024); deemed approval if CCI does not pass an order within 30 working days (extended to 150 days for prima facie AAEC cases).

CCI has 210 days (extended from 180) to review a combination after notice; the parties cannot consummate the combination during the standstill period unless the target is failing or the CCI approves.

Section 5 exemptions include the target having assets ≤ ₹350 crore or turnover ≤ ₹1,000 crore (de minimis, revised 2024), acquisitions of ≤25% voting rights, and acquisitions by public financial institutions or banks.

Sectoral approvals: RBI for banking and NBFC acquisitions (5% or more of paid-up capital), IRDAI for insurance (26% FDI cap), SEBI for securities market intermediaries, and sector regulators for telecom (TRAI/DoT), power, and ports.

Foreign investment is governed by the FEMA (Non-Debt Instruments) Rules, 2019; automatic route vs government route depends on sector caps, and press note 3 of 2020 requires government approval for investments from land-border countries.

CCI's green channel route (2019) allows automatic approval of combinations with no horizontal, vertical or complementary overlaps; the parties file a Form I with a self-certification.

Merger control filing is mandatory for combinations exceeding thresholds; failure to notify attracts a penalty of up to 1% of the combined assets or turnover, whichever is lower, and the CCI may order divestiture.

Section 2(51) of the Companies Act, 2013 defines key managerial personnel (KMP), including the CEO, CFO, company secretary, and whole-time directors; the CS is a KMP under section 203 and must be appointed by the board.

Section 205 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 requires a whole-time CS in companies with paid-up capital ≥ ₹10 crore; other companies must engage a CS in practice for certification.

SEBI (LODR) Regulations, 2015 require the CS to act as compliance officer, certify compliance under Regulation 17(8), and report material non-compliance to the stock exchanges; the CS also signs the corporate governance report.

Code of ethics for company secretaries under the ICSI Code of Conduct: integrity, objectivity, confidentiality, professional competence, and compliance with the law; a CS must not engage in conflicting business or accept undisclosed commissions.

Section 204 requires a secretarial audit for listed companies and companies with paid-up capital ≥ ₹50 crore or turnover ≥ ₹250 crore; the secretarial auditor reports on compliance with the Companies Act and other laws.

Related-party transactions under section 188 require board approval, and audit committee and shareholder approval (if thresholds are crossed); SEBI LODR Regulation 23 requires prior approval of the audit committee and material RPTs to be approved by shareholders.

Whistleblower policy under section 177(9) and LODR Regulation 22 requires a vigil mechanism for directors and employees; the CS is often the designated officer for receiving complaints.

Professional responsibility: the CS must maintain independence, avoid conflicts of interest, ensure timely filings (e.g., MGT-7, AOC-4, DIR-12), and is liable for penalties under section 447 for fraud and section 450 for contraventions.

Restructuring forms: merger, demerger/split, amalgamation, arrangement, capital reduction, buy-back, slump sale, hive-off, joint venture, and debt restructuring; each has distinct statutory routes (NCLT scheme under sections 230–232 of the Companies Act, 2013, or contractual/tax-driven routes).

Scheme of arrangement requires board approval, application to NCLT, meetings of members/creditors as directed, 75% of persons voting in value (majority in number also for classes), sanction order, filing with ROC; effective from appointed date stated in scheme.

Fast-track merger under section 233 is available for small companies, holding–wholly owned subsidiary combinations and startups, requiring approval of 90% of members and creditors and no objection from ROC/regulator within 30 days.

Cross-border merger under section 234 needs RBI approval for outbound/inbound mergers, valuation by a registered valuer, and compliance with the foreign jurisdiction's law; consideration may be cash or shares.

Demerger under section 232 transfers an undertaking to a resulting company; the resulting company issues shares to shareholders of the demerged company in proportion, and the demerged company's shareholders' cost of acquisition is apportioned per Income-tax Act, 1961 rules.

Slump sale (section 2(42C), Income-tax Act) transfers an undertaking as a going concern for a lump-sum consideration; capital gains computed on net worth less block of assets, taxed as long-term if held > 36 months.

Buy-back under section 68 is capped at 25% of paid-up capital plus free reserves (or 10% of paid-up capital for board-approved route), must extinguish shares, and requires a solvency declaration; no buy-back within one year of a prior buy-back.

Capital reduction under section 66 requires special resolution, NCLT confirmation, and creditor consent; the tribunal may direct a creditors' meeting and considers the interests of dissenting shareholders.

SEBI Takeover Code (SAST) applies on crossing 5% (disclosure), 25% (open offer trigger) or acquisition of control; open offer is for at least 26% of voting capital, and creeping acquisition is capped at 5% per financial year beyond 25%.

Open offer price is the highest of: negotiated price, 60 trading days' VWAP, 26 weeks' VWAP, and the highest price paid by the acquirer in the preceding 52 weeks.

Public announcement of open offer must be made within 2 working days of the trigger, followed by a detailed letter of offer to shareholders within 5 working days of the public announcement; offer period is 10 working days.

Exemptions from open offer (Regulation 10) include inter-se transfer among promoters, transfer by will/inheritance, government-approved restructuring, and creeping acquisition within limits; each requires the SEBI-prescribed filings.

Delisting is governed by SEBI Delisting Regulations, 2021; a delisting offer requires a reverse book building process, with the discovered price accepted only if the acquirer's post-offer shareholding reaches 90% and the public shareholding falls below 5%.

Due diligence covers financial, legal, tax, environmental, IP and HR streams; the data room is governed by a non-disclosure agreement, and the acquisition agreement typically contains representations, warranties, indemnities and MAC clauses.

Acquisition structures: share purchase (buyer takes company with liabilities), asset purchase (selective liabilities), merger (universal succession), and slump sale (lump sum, going concern).

SEBI (Prohibition of Insider Trading) Regulations, 2015 require closure of trading window before price-sensitive information and pre-clearance for designated persons; UPSI handling is critical in M&A deal structuring.

Income approach: Discounted Cash Flow = Σ FCFF/(1+WACC)^t + Terminal Value/(1+WACC)^n, where FCFF = EBIT(1−t) + Depreciation − Capex − ΔWorking Capital, and terminal value uses Gordon growth or exit multiple.

WACC = (E/V)×Ke + (D/V)×Kd×(1−t); Ke via CAPM = Rf + β×(Rm−Rf) + size/illiquidity premia.

Market approach: comparable company multiples (EV/EBITDA, P/E, P/B, EV/Sales) and comparable transaction multiples; the multiple must be applied to a consistent metric and adjusted for control and liquidity.

Asset-based approach: net asset value and replacement cost; used for asset-heavy, holding or distressed companies and as a floor check on DCF.

Registered valuer under section 247 of the Companies Act, 2013 and the Companies (Registered Valuers and Valuation) Rules, 2017 must be used for valuation of shares, assets, and insolvency resolution plan valuations; valuation report is valid for 90 days for certain purposes.

Intangible asset valuation methods: relief-from-royalty, excess earnings (multi-period), with-and-without, and cost approach; goodwill is the residual after identifiable intangibles are separated in a purchase price allocation.

Valuation under IBC: the resolution professional appoints a registered valuer; two valuation reports may be obtained, and the liquidation value and fair value are used in the section 30(4) waterfall and for dissenting creditor analysis.

Valuation adjustments: control premium (typically 15–30%), lack of marketability discount, minority discount, and normalization of EBITDA for non-recurring items, related-party rents, and owner compensation.

IBC, 2016 applies to companies, LLPs, partnership firms and individuals; the corporate insolvency resolution process (CIRP) is initiated by a financial creditor (section 7), operational creditor (section 9) or the corporate debtor itself (section 10) before the NCLT.

Threshold for CIRP application is a default of ₹1 crore (raised from ₹1 lakh by notification in 2020); the application must be filed within 3 years of default (limitation under Article 137 of the Limitation Act, per B.K. Educational Services).

Section 14 moratorium prohibits institution or continuation of suits, execution of judgments, transfer of assets, recovery or enforcement of security interest, and termination of essential supplies during CIRP.

Insolvency professional (IP) is appointed as interim resolution professional (IRP) by NCLT; the IRP takes control, manages the corporate debtor's operations, constitutes the committee of creditors (CoC) within 30 days, and is confirmed as RP by CoC.

CoC decisions require 66% voting share for most resolutions, including approval of the resolution plan and appointment of RP; voting share is based on financial debt owed.

CIRP timeline is 330 days including litigation (extended from 270 by amendment), and the RP must submit the resolution plan to NCLT after CoC approval; if no plan, liquidation is ordered under section 33.

IBBI is the regulator, IPA (Insolvency Professional Agencies) register IPs, and the Insolvency and Bankruptcy Board of India (Information Utilities) Regulations govern information utilities; NCLT is the adjudicating authority and NCLAT the appellate authority.

Section 29A bars promoters, connected persons, and persons with NPA accounts or convicted of specified offences from submitting a resolution plan; the RP must verify eligibility before CoC approval.

Section 53 waterfall for liquidation proceeds: (1) insolvency resolution process costs and liquidation costs; (2) secured creditors and workmen dues for 24 months; (3) wages of other employees for 12 months; (4) financial debts of unsecured creditors; (5) government dues and remaining debts; (6) preference and equity shareholders; (7) surplus to partners.

Section 30(4) requires the resolution plan to provide for payment of CIRP costs in priority and to satisfy the CoC with at least 66% voting share; the plan must be implemented within one year of NCLT approval unless extended.

Section 32A grants immunity to the corporate debtor and its property from prosecution for offences committed before CIRP commencement, provided the plan is approved and the resolution applicant is not a party to the offence.

Section 66 avoidance: fraudulent or wrongful trading by directors during CIRP can result in personal liability; section 43 (preferential transactions), 45 (undervalued transactions), 49 (extortionate credit) and 50 (avoidable transactions) allow the RP to apply to NCLT for reversal.

Section 7 application requires record of default from an information utility or other evidence; section 9 requires demand notice in Form 3 and 10 days' waiting period; section 10 requires the corporate debtor to disclose the default and propose an IRP.

DRT under the Recovery of Debts and Bankruptcy Act, 1993 handles debt recovery above ₹20 lakh; SARFAESI Act, 2002 allows secured creditors to enforce security without court intervention after 60 days' notice.

Section 12A withdrawal of CIRP requires 90% CoC approval; pre-packaged insolvency resolution process (PPIRP) under Chapter III-A is available for MSMEs with a base resolution plan and 66% CoC approval.

Liquidation: the liquidator is appointed by NCLT, takes custody of assets, invites claims, forms a liquidation estate under section 36, and distributes proceeds per section 53; the process should ordinarily be completed within one year.

UNCITRAL Model Law on Cross-Border Insolvency (1997) provides the framework for recognition of foreign proceedings, cooperation between courts, and relief; India has not yet enacted the Model Law but Chapter VI of IBC (sections 234–235) empowers the Central Government to enter into bilateral agreements.

Section 234 of IBC permits the Central Government to enter into an agreement with a foreign country for enforcing provisions of the Code; section 235 allows the NCLT to seek assistance from a foreign court or authority.

Key concepts under the Model Law: 'foreign main proceeding' (COMI-based), 'foreign non-main proceeding' (establishment-based), 'foreign representative', and 'centre of main interests' (COMI) presumed to be the registered office.

Relief available under the Model Law: recognition, moratorium, stay of individual actions, entrustment of assets to the foreign representative, and coordination with local proceedings.

Cross-border insolvency issues in India include group insolvency (no explicit group framework in IBC, though NCLT has coordinated group companies in practice), asset tracing across borders, and enforcement of foreign judgments.

Bilateral treaties and the doctrine of comity govern recognition of foreign insolvency proceedings where no treaty exists; Indian courts have applied the 'universalism' approach in cases such as Rajah of Vizianagaram and, more recently, Jet Airways.

Section 13 of the Code (territorial jurisdiction) and section 14 moratorium apply to assets in India; foreign creditors can file claims but their security interests are subject to Indian law and section 53 waterfall.

Cross-border mergers under section 234 of the Companies Act, 2013 require RBI approval and compliance with FEMA; inbound mergers also need approval under the FDI policy and the Competition Act if thresholds are met.

Competition Act, 2002 (as amended in 2023) prohibits anti-competitive agreements (section 3), abuse of dominance (section 4), and combinations causing appreciable adverse effect on competition (AAEC) (section 5 and 6).

Combination thresholds: assets ≥ ₹2,000 crore or turnover ≥ ₹6,000 crore for the acquirer group and target together (revised 2024); deemed approval if CCI does not pass an order within 30 working days (extended to 150 days for prima facie AAEC cases).

CCI has 210 days (extended from 180) to review a combination after notice; the parties cannot consummate the combination during the standstill period unless the target is failing or the CCI approves.

Section 5 exemptions include the target having assets ≤ ₹350 crore or turnover ≤ ₹1,000 crore (de minimis, revised 2024), acquisitions of ≤25% voting rights, and acquisitions by public financial institutions or banks.

Sectoral approvals: RBI for banking and NBFC acquisitions (5% or more of paid-up capital), IRDAI for insurance (26% FDI cap), SEBI for securities market intermediaries, and sector regulators for telecom (TRAI/DoT), power, and ports.

Foreign investment is governed by the FEMA (Non-Debt Instruments) Rules, 2019; automatic route vs government route depends on sector caps, and press note 3 of 2020 requires government approval for investments from land-border countries.

CCI's green channel route (2019) allows automatic approval of combinations with no horizontal, vertical or complementary overlaps; the parties file a Form I with a self-certification.

Merger control filing is mandatory for combinations exceeding thresholds; failure to notify attracts a penalty of up to 1% of the combined assets or turnover, whichever is lower, and the CCI may order divestiture.

Section 2(51) of the Companies Act, 2013 defines key managerial personnel (KMP), including the CEO, CFO, company secretary, and whole-time directors; the CS is a KMP under section 203 and must be appointed by the board.

Section 205 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 requires a whole-time CS in companies with paid-up capital ≥ ₹10 crore; other companies must engage a CS in practice for certification.

SEBI (LODR) Regulations, 2015 require the CS to act as compliance officer, certify compliance under Regulation 17(8), and report material non-compliance to the stock exchanges; the CS also signs the corporate governance report.

Code of ethics for company secretaries under the ICSI Code of Conduct: integrity, objectivity, confidentiality, professional competence, and compliance with the law; a CS must not engage in conflicting business or accept undisclosed commissions.

Section 204 requires a secretarial audit for listed companies and companies with paid-up capital ≥ ₹50 crore or turnover ≥ ₹250 crore; the secretarial auditor reports on compliance with the Companies Act and other laws.

Related-party transactions under section 188 require board approval, and audit committee and shareholder approval (if thresholds are crossed); SEBI LODR Regulation 23 requires prior approval of the audit committee and material RPTs to be approved by shareholders.

Whistleblower policy under section 177(9) and LODR Regulation 22 requires a vigil mechanism for directors and employees; the CS is often the designated officer for receiving complaints.

Professional responsibility: the CS must maintain independence, avoid conflicts of interest, ensure timely filings (e.g., MGT-7, AOC-4, DIR-12), and is liable for penalties under section 447 for fraud and section 450 for contraventions.

Restructuring forms: merger, demerger/split, amalgamation, arrangement, capital reduction, buy-back, slump sale, hive-off, joint venture, and debt restructuring; each has distinct statutory routes (NCLT scheme under sections 230–232 of the Companies Act, 2013, or contractual/tax-driven routes).

Scheme of arrangement requires board approval, application to NCLT, meetings of members/creditors as directed, 75% of persons voting in value (majority in number also for classes), sanction order, filing with ROC; effective from appointed date stated in scheme.

Fast-track merger under section 233 is available for small companies, holding–wholly owned subsidiary combinations and startups, requiring approval of 90% of members and creditors and no objection from ROC/regulator within 30 days.

Cross-border merger under section 234 needs RBI approval for outbound/inbound mergers, valuation by a registered valuer, and compliance with the foreign jurisdiction's law; consideration may be cash or shares.

Demerger under section 232 transfers an undertaking to a resulting company; the resulting company issues shares to shareholders of the demerged company in proportion, and the demerged company's shareholders' cost of acquisition is apportioned per Income-tax Act, 1961 rules.

Slump sale (section 2(42C), Income-tax Act) transfers an undertaking as a going concern for a lump-sum consideration; capital gains computed on net worth less block of assets, taxed as long-term if held > 36 months.

Buy-back under section 68 is capped at 25% of paid-up capital plus free reserves (or 10% of paid-up capital for board-approved route), must extinguish shares, and requires a solvency declaration; no buy-back within one year of a prior buy-back.

Capital reduction under section 66 requires special resolution, NCLT confirmation, and creditor consent; the tribunal may direct a creditors' meeting and considers the interests of dissenting shareholders.

SEBI Takeover Code (SAST) applies on crossing 5% (disclosure), 25% (open offer trigger) or acquisition of control; open offer is for at least 26% of voting capital, and creeping acquisition is capped at 5% per financial year beyond 25%.

Open offer price is the highest of: negotiated price, 60 trading days' VWAP, 26 weeks' VWAP, and the highest price paid by the acquirer in the preceding 52 weeks.

Public announcement of open offer must be made within 2 working days of the trigger, followed by a detailed letter of offer to shareholders within 5 working days of the public announcement; offer period is 10 working days.

Exemptions from open offer (Regulation 10) include inter-se transfer among promoters, transfer by will/inheritance, government-approved restructuring, and creeping acquisition within limits; each requires the SEBI-prescribed filings.

Delisting is governed by SEBI Delisting Regulations, 2021; a delisting offer requires a reverse book building process, with the discovered price accepted only if the acquirer's post-offer shareholding reaches 90% and the public shareholding falls below 5%.

Due diligence covers financial, legal, tax, environmental, IP and HR streams; the data room is governed by a non-disclosure agreement, and the acquisition agreement typically contains representations, warranties, indemnities and MAC clauses.

Acquisition structures: share purchase (buyer takes company with liabilities), asset purchase (selective liabilities), merger (universal succession), and slump sale (lump sum, going concern).

SEBI (Prohibition of Insider Trading) Regulations, 2015 require closure of trading window before price-sensitive information and pre-clearance for designated persons; UPSI handling is critical in M&A deal structuring.

Income approach: Discounted Cash Flow = Σ FCFF/(1+WACC)^t + Terminal Value/(1+WACC)^n, where FCFF = EBIT(1−t) + Depreciation − Capex − ΔWorking Capital, and terminal value uses Gordon growth or exit multiple.

WACC = (E/V)×Ke + (D/V)×Kd×(1−t); Ke via CAPM = Rf + β×(Rm−Rf) + size/illiquidity premia.

Market approach: comparable company multiples (EV/EBITDA, P/E, P/B, EV/Sales) and comparable transaction multiples; the multiple must be applied to a consistent metric and adjusted for control and liquidity.

Asset-based approach: net asset value and replacement cost; used for asset-heavy, holding or distressed companies and as a floor check on DCF.

Registered valuer under section 247 of the Companies Act, 2013 and the Companies (Registered Valuers and Valuation) Rules, 2017 must be used for valuation of shares, assets, and insolvency resolution plan valuations; valuation report is valid for 90 days for certain purposes.

Intangible asset valuation methods: relief-from-royalty, excess earnings (multi-period), with-and-without, and cost approach; goodwill is the residual after identifiable intangibles are separated in a purchase price allocation.

Valuation under IBC: the resolution professional appoints a registered valuer; two valuation reports may be obtained, and the liquidation value and fair value are used in the section 30(4) waterfall and for dissenting creditor analysis.

Valuation adjustments: control premium (typically 15–30%), lack of marketability discount, minority discount, and normalization of EBITDA for non-recurring items, related-party rents, and owner compensation.

IBC, 2016 applies to companies, LLPs, partnership firms and individuals; the corporate insolvency resolution process (CIRP) is initiated by a financial creditor (section 7), operational creditor (section 9) or the corporate debtor itself (section 10) before the NCLT.

Threshold for CIRP application is a default of ₹1 crore (raised from ₹1 lakh by notification in 2020); the application must be filed within 3 years of default (limitation under Article 137 of the Limitation Act, per B.K. Educational Services).

Section 14 moratorium prohibits institution or continuation of suits, execution of judgments, transfer of assets, recovery or enforcement of security interest, and termination of essential supplies during CIRP.

Insolvency professional (IP) is appointed as interim resolution professional (IRP) by NCLT; the IRP takes control, manages the corporate debtor's operations, constitutes the committee of creditors (CoC) within 30 days, and is confirmed as RP by CoC.

CoC decisions require 66% voting share for most resolutions, including approval of the resolution plan and appointment of RP; voting share is based on financial debt owed.

CIRP timeline is 330 days including litigation (extended from 270 by amendment), and the RP must submit the resolution plan to NCLT after CoC approval; if no plan, liquidation is ordered under section 33.

IBBI is the regulator, IPA (Insolvency Professional Agencies) register IPs, and the Insolvency and Bankruptcy Board of India (Information Utilities) Regulations govern information utilities; NCLT is the adjudicating authority and NCLAT the appellate authority.

Section 29A bars promoters, connected persons, and persons with NPA accounts or convicted of specified offences from submitting a resolution plan; the RP must verify eligibility before CoC approval.

Section 53 waterfall for liquidation proceeds: (1) insolvency resolution process costs and liquidation costs; (2) secured creditors and workmen dues for 24 months; (3) wages of other employees for 12 months; (4) financial debts of unsecured creditors; (5) government dues and remaining debts; (6) preference and equity shareholders; (7) surplus to partners.

Section 30(4) requires the resolution plan to provide for payment of CIRP costs in priority and to satisfy the CoC with at least 66% voting share; the plan must be implemented within one year of NCLT approval unless extended.

Section 32A grants immunity to the corporate debtor and its property from prosecution for offences committed before CIRP commencement, provided the plan is approved and the resolution applicant is not a party to the offence.

Section 66 avoidance: fraudulent or wrongful trading by directors during CIRP can result in personal liability; section 43 (preferential transactions), 45 (undervalued transactions), 49 (extortionate credit) and 50 (avoidable transactions) allow the RP to apply to NCLT for reversal.

Section 7 application requires record of default from an information utility or other evidence; section 9 requires demand notice in Form 3 and 10 days' waiting period; section 10 requires the corporate debtor to disclose the default and propose an IRP.

DRT under the Recovery of Debts and Bankruptcy Act, 1993 handles debt recovery above ₹20 lakh; SARFAESI Act, 2002 allows secured creditors to enforce security without court intervention after 60 days' notice.

Section 12A withdrawal of CIRP requires 90% CoC approval; pre-packaged insolvency resolution process (PPIRP) under Chapter III-A is available for MSMEs with a base resolution plan and 66% CoC approval.

Liquidation: the liquidator is appointed by NCLT, takes custody of assets, invites claims, forms a liquidation estate under section 36, and distributes proceeds per section 53; the process should ordinarily be completed within one year.

UNCITRAL Model Law on Cross-Border Insolvency (1997) provides the framework for recognition of foreign proceedings, cooperation between courts, and relief; India has not yet enacted the Model Law but Chapter VI of IBC (sections 234–235) empowers the Central Government to enter into bilateral agreements.

Section 234 of IBC permits the Central Government to enter into an agreement with a foreign country for enforcing provisions of the Code; section 235 allows the NCLT to seek assistance from a foreign court or authority.

Key concepts under the Model Law: 'foreign main proceeding' (COMI-based), 'foreign non-main proceeding' (establishment-based), 'foreign representative', and 'centre of main interests' (COMI) presumed to be the registered office.

Relief available under the Model Law: recognition, moratorium, stay of individual actions, entrustment of assets to the foreign representative, and coordination with local proceedings.

Cross-border insolvency issues in India include group insolvency (no explicit group framework in IBC, though NCLT has coordinated group companies in practice), asset tracing across borders, and enforcement of foreign judgments.

Bilateral treaties and the doctrine of comity govern recognition of foreign insolvency proceedings where no treaty exists; Indian courts have applied the 'universalism' approach in cases such as Rajah of Vizianagaram and, more recently, Jet Airways.

Section 13 of the Code (territorial jurisdiction) and section 14 moratorium apply to assets in India; foreign creditors can file claims but their security interests are subject to Indian law and section 53 waterfall.

Cross-border mergers under section 234 of the Companies Act, 2013 require RBI approval and compliance with FEMA; inbound mergers also need approval under the FDI policy and the Competition Act if thresholds are met.

Competition Act, 2002 (as amended in 2023) prohibits anti-competitive agreements (section 3), abuse of dominance (section 4), and combinations causing appreciable adverse effect on competition (AAEC) (section 5 and 6).

Combination thresholds: assets ≥ ₹2,000 crore or turnover ≥ ₹6,000 crore for the acquirer group and target together (revised 2024); deemed approval if CCI does not pass an order within 30 working days (extended to 150 days for prima facie AAEC cases).

CCI has 210 days (extended from 180) to review a combination after notice; the parties cannot consummate the combination during the standstill period unless the target is failing or the CCI approves.

Section 5 exemptions include the target having assets ≤ ₹350 crore or turnover ≤ ₹1,000 crore (de minimis, revised 2024), acquisitions of ≤25% voting rights, and acquisitions by public financial institutions or banks.

Sectoral approvals: RBI for banking and NBFC acquisitions (5% or more of paid-up capital), IRDAI for insurance (26% FDI cap), SEBI for securities market intermediaries, and sector regulators for telecom (TRAI/DoT), power, and ports.

Foreign investment is governed by the FEMA (Non-Debt Instruments) Rules, 2019; automatic route vs government route depends on sector caps, and press note 3 of 2020 requires government approval for investments from land-border countries.

CCI's green channel route (2019) allows automatic approval of combinations with no horizontal, vertical or complementary overlaps; the parties file a Form I with a self-certification.

Merger control filing is mandatory for combinations exceeding thresholds; failure to notify attracts a penalty of up to 1% of the combined assets or turnover, whichever is lower, and the CCI may order divestiture.

Section 2(51) of the Companies Act, 2013 defines key managerial personnel (KMP), including the CEO, CFO, company secretary, and whole-time directors; the CS is a KMP under section 203 and must be appointed by the board.

Section 205 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 requires a whole-time CS in companies with paid-up capital ≥ ₹10 crore; other companies must engage a CS in practice for certification.

SEBI (LODR) Regulations, 2015 require the CS to act as compliance officer, certify compliance under Regulation 17(8), and report material non-compliance to the stock exchanges; the CS also signs the corporate governance report.

Code of ethics for company secretaries under the ICSI Code of Conduct: integrity, objectivity, confidentiality, professional competence, and compliance with the law; a CS must not engage in conflicting business or accept undisclosed commissions.

Section 204 requires a secretarial audit for listed companies and companies with paid-up capital ≥ ₹50 crore or turnover ≥ ₹250 crore; the secretarial auditor reports on compliance with the Companies Act and other laws.

Related-party transactions under section 188 require board approval, and audit committee and shareholder approval (if thresholds are crossed); SEBI LODR Regulation 23 requires prior approval of the audit committee and material RPTs to be approved by shareholders.

Whistleblower policy under section 177(9) and LODR Regulation 22 requires a vigil mechanism for directors and employees; the CS is often the designated officer for receiving complaints.

Professional responsibility: the CS must maintain independence, avoid conflicts of interest, ensure timely filings (e.g., MGT-7, AOC-4, DIR-12), and is liable for penalties under section 447 for fraud and section 450 for contraventions.

Restructuring forms: merger, demerger/split, amalgamation, arrangement, capital reduction, buy-back, slump sale, hive-off, joint venture, and debt restructuring; each has distinct statutory routes (NCLT scheme under sections 230–232 of the Companies Act, 2013, or contractual/tax-driven routes).

Scheme of arrangement requires board approval, application to NCLT, meetings of members/creditors as directed, 75% of persons voting in value (majority in number also for classes), sanction order, filing with ROC; effective from appointed date stated in scheme.

Fast-track merger under section 233 is available for small companies, holding–wholly owned subsidiary combinations and startups, requiring approval of 90% of members and creditors and no objection from ROC/regulator within 30 days.

Cross-border merger under section 234 needs RBI approval for outbound/inbound mergers, valuation by a registered valuer, and compliance with the foreign jurisdiction's law; consideration may be cash or shares.

Demerger under section 232 transfers an undertaking to a resulting company; the resulting company issues shares to shareholders of the demerged company in proportion, and the demerged company's shareholders' cost of acquisition is apportioned per Income-tax Act, 1961 rules.

Slump sale (section 2(42C), Income-tax Act) transfers an undertaking as a going concern for a lump-sum consideration; capital gains computed on net worth less block of assets, taxed as long-term if held > 36 months.

Buy-back under section 68 is capped at 25% of paid-up capital plus free reserves (or 10% of paid-up capital for board-approved route), must extinguish shares, and requires a solvency declaration; no buy-back within one year of a prior buy-back.

Capital reduction under section 66 requires special resolution, NCLT confirmation, and creditor consent; the tribunal may direct a creditors' meeting and considers the interests of dissenting shareholders.

SEBI Takeover Code (SAST) applies on crossing 5% (disclosure), 25% (open offer trigger) or acquisition of control; open offer is for at least 26% of voting capital, and creeping acquisition is capped at 5% per financial year beyond 25%.

Open offer price is the highest of: negotiated price, 60 trading days' VWAP, 26 weeks' VWAP, and the highest price paid by the acquirer in the preceding 52 weeks.

Public announcement of open offer must be made within 2 working days of the trigger, followed by a detailed letter of offer to shareholders within 5 working days of the public announcement; offer period is 10 working days.

Exemptions from open offer (Regulation 10) include inter-se transfer among promoters, transfer by will/inheritance, government-approved restructuring, and creeping acquisition within limits; each requires the SEBI-prescribed filings.

Delisting is governed by SEBI Delisting Regulations, 2021; a delisting offer requires a reverse book building process, with the discovered price accepted only if the acquirer's post-offer shareholding reaches 90% and the public shareholding falls below 5%.

Due diligence covers financial, legal, tax, environmental, IP and HR streams; the data room is governed by a non-disclosure agreement, and the acquisition agreement typically contains representations, warranties, indemnities and MAC clauses.

Acquisition structures: share purchase (buyer takes company with liabilities), asset purchase (selective liabilities), merger (universal succession), and slump sale (lump sum, going concern).

SEBI (Prohibition of Insider Trading) Regulations, 2015 require closure of trading window before price-sensitive information and pre-clearance for designated persons; UPSI handling is critical in M&A deal structuring.

Income approach: Discounted Cash Flow = Σ FCFF/(1+WACC)^t + Terminal Value/(1+WACC)^n, where FCFF = EBIT(1−t) + Depreciation − Capex − ΔWorking Capital, and terminal value uses Gordon growth or exit multiple.

WACC = (E/V)×Ke + (D/V)×Kd×(1−t); Ke via CAPM = Rf + β×(Rm−Rf) + size/illiquidity premia.

Market approach: comparable company multiples (EV/EBITDA, P/E, P/B, EV/Sales) and comparable transaction multiples; the multiple must be applied to a consistent metric and adjusted for control and liquidity.

Asset-based approach: net asset value and replacement cost; used for asset-heavy, holding or distressed companies and as a floor check on DCF.

Registered valuer under section 247 of the Companies Act, 2013 and the Companies (Registered Valuers and Valuation) Rules, 2017 must be used for valuation of shares, assets, and insolvency resolution plan valuations; valuation report is valid for 90 days for certain purposes.

Intangible asset valuation methods: relief-from-royalty, excess earnings (multi-period), with-and-without, and cost approach; goodwill is the residual after identifiable intangibles are separated in a purchase price allocation.

Valuation under IBC: the resolution professional appoints a registered valuer; two valuation reports may be obtained, and the liquidation value and fair value are used in the section 30(4) waterfall and for dissenting creditor analysis.

Valuation adjustments: control premium (typically 15–30%), lack of marketability discount, minority discount, and normalization of EBITDA for non-recurring items, related-party rents, and owner compensation.

IBC, 2016 applies to companies, LLPs, partnership firms and individuals; the corporate insolvency resolution process (CIRP) is initiated by a financial creditor (section 7), operational creditor (section 9) or the corporate debtor itself (section 10) before the NCLT.

Threshold for CIRP application is a default of ₹1 crore (raised from ₹1 lakh by notification in 2020); the application must be filed within 3 years of default (limitation under Article 137 of the Limitation Act, per B.K. Educational Services).

Section 14 moratorium prohibits institution or continuation of suits, execution of judgments, transfer of assets, recovery or enforcement of security interest, and termination of essential supplies during CIRP.

Insolvency professional (IP) is appointed as interim resolution professional (IRP) by NCLT; the IRP takes control, manages the corporate debtor's operations, constitutes the committee of creditors (CoC) within 30 days, and is confirmed as RP by CoC.

CoC decisions require 66% voting share for most resolutions, including approval of the resolution plan and appointment of RP; voting share is based on financial debt owed.

CIRP timeline is 330 days including litigation (extended from 270 by amendment), and the RP must submit the resolution plan to NCLT after CoC approval; if no plan, liquidation is ordered under section 33.

IBBI is the regulator, IPA (Insolvency Professional Agencies) register IPs, and the Insolvency and Bankruptcy Board of India (Information Utilities) Regulations govern information utilities; NCLT is the adjudicating authority and NCLAT the appellate authority.

Section 29A bars promoters, connected persons, and persons with NPA accounts or convicted of specified offences from submitting a resolution plan; the RP must verify eligibility before CoC approval.

Section 53 waterfall for liquidation proceeds: (1) insolvency resolution process costs and liquidation costs; (2) secured creditors and workmen dues for 24 months; (3) wages of other employees for 12 months; (4) financial debts of unsecured creditors; (5) government dues and remaining debts; (6) preference and equity shareholders; (7) surplus to partners.

Section 30(4) requires the resolution plan to provide for payment of CIRP costs in priority and to satisfy the CoC with at least 66% voting share; the plan must be implemented within one year of NCLT approval unless extended.

Section 32A grants immunity to the corporate debtor and its property from prosecution for offences committed before CIRP commencement, provided the plan is approved and the resolution applicant is not a party to the offence.

Section 66 avoidance: fraudulent or wrongful trading by directors during CIRP can result in personal liability; section 43 (preferential transactions), 45 (undervalued transactions), 49 (extortionate credit) and 50 (avoidable transactions) allow the RP to apply to NCLT for reversal.

Section 7 application requires record of default from an information utility or other evidence; section 9 requires demand notice in Form 3 and 10 days' waiting period; section 10 requires the corporate debtor to disclose the default and propose an IRP.

DRT under the Recovery of Debts and Bankruptcy Act, 1993 handles debt recovery above ₹20 lakh; SARFAESI Act, 2002 allows secured creditors to enforce security without court intervention after 60 days' notice.

Section 12A withdrawal of CIRP requires 90% CoC approval; pre-packaged insolvency resolution process (PPIRP) under Chapter III-A is available for MSMEs with a base resolution plan and 66% CoC approval.

Liquidation: the liquidator is appointed by NCLT, takes custody of assets, invites claims, forms a liquidation estate under section 36, and distributes proceeds per section 53; the process should ordinarily be completed within one year.

UNCITRAL Model Law on Cross-Border Insolvency (1997) provides the framework for recognition of foreign proceedings, cooperation between courts, and relief; India has not yet enacted the Model Law but Chapter VI of IBC (sections 234–235) empowers the Central Government to enter into bilateral agreements.

Section 234 of IBC permits the Central Government to enter into an agreement with a foreign country for enforcing provisions of the Code; section 235 allows the NCLT to seek assistance from a foreign court or authority.

Key concepts under the Model Law: 'foreign main proceeding' (COMI-based), 'foreign non-main proceeding' (establishment-based), 'foreign representative', and 'centre of main interests' (COMI) presumed to be the registered office.

Relief available under the Model Law: recognition, moratorium, stay of individual actions, entrustment of assets to the foreign representative, and coordination with local proceedings.

Cross-border insolvency issues in India include group insolvency (no explicit group framework in IBC, though NCLT has coordinated group companies in practice), asset tracing across borders, and enforcement of foreign judgments.

Bilateral treaties and the doctrine of comity govern recognition of foreign insolvency proceedings where no treaty exists; Indian courts have applied the 'universalism' approach in cases such as Rajah of Vizianagaram and, more recently, Jet Airways.

Section 13 of the Code (territorial jurisdiction) and section 14 moratorium apply to assets in India; foreign creditors can file claims but their security interests are subject to Indian law and section 53 waterfall.

Cross-border mergers under section 234 of the Companies Act, 2013 require RBI approval and compliance with FEMA; inbound mergers also need approval under the FDI policy and the Competition Act if thresholds are met.

Competition Act, 2002 (as amended in 2023) prohibits anti-competitive agreements (section 3), abuse of dominance (section 4), and combinations causing appreciable adverse effect on competition (AAEC) (section 5 and 6).

Combination thresholds: assets ≥ ₹2,000 crore or turnover ≥ ₹6,000 crore for the acquirer group and target together (revised 2024); deemed approval if CCI does not pass an order within 30 working days (extended to 150 days for prima facie AAEC cases).

CCI has 210 days (extended from 180) to review a combination after notice; the parties cannot consummate the combination during the standstill period unless the target is failing or the CCI approves.

Section 5 exemptions include the target having assets ≤ ₹350 crore or turnover ≤ ₹1,000 crore (de minimis, revised 2024), acquisitions of ≤25% voting rights, and acquisitions by public financial institutions or banks.

Sectoral approvals: RBI for banking and NBFC acquisitions (5% or more of paid-up capital), IRDAI for insurance (26% FDI cap), SEBI for securities market intermediaries, and sector regulators for telecom (TRAI/DoT), power, and ports.

Foreign investment is governed by the FEMA (Non-Debt Instruments) Rules, 2019; automatic route vs government route depends on sector caps, and press note 3 of 2020 requires government approval for investments from land-border countries.

CCI's green channel route (2019) allows automatic approval of combinations with no horizontal, vertical or complementary overlaps; the parties file a Form I with a self-certification.

Merger control filing is mandatory for combinations exceeding thresholds; failure to notify attracts a penalty of up to 1% of the combined assets or turnover, whichever is lower, and the CCI may order divestiture.

Section 2(51) of the Companies Act, 2013 defines key managerial personnel (KMP), including the CEO, CFO, company secretary, and whole-time directors; the CS is a KMP under section 203 and must be appointed by the board.

Section 205 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 requires a whole-time CS in companies with paid-up capital ≥ ₹10 crore; other companies must engage a CS in practice for certification.

SEBI (LODR) Regulations, 2015 require the CS to act as compliance officer, certify compliance under Regulation 17(8), and report material non-compliance to the stock exchanges; the CS also signs the corporate governance report.

Code of ethics for company secretaries under the ICSI Code of Conduct: integrity, objectivity, confidentiality, professional competence, and compliance with the law; a CS must not engage in conflicting business or accept undisclosed commissions.

Section 204 requires a secretarial audit for listed companies and companies with paid-up capital ≥ ₹50 crore or turnover ≥ ₹250 crore; the secretarial auditor reports on compliance with the Companies Act and other laws.

Related-party transactions under section 188 require board approval, and audit committee and shareholder approval (if thresholds are crossed); SEBI LODR Regulation 23 requires prior approval of the audit committee and material RPTs to be approved by shareholders.

Whistleblower policy under section 177(9) and LODR Regulation 22 requires a vigil mechanism for directors and employees; the CS is often the designated officer for receiving complaints.

Professional responsibility: the CS must maintain independence, avoid conflicts of interest, ensure timely filings (e.g., MGT-7, AOC-4, DIR-12), and is liable for penalties under section 447 for fraud and section 450 for contraventions.