Mergers and Acquisitions Module - Download as PDF File .pdf), Text File .txt) Mr. regarding revisions/updations in NCFM modules or launch of new modules. MERGERS AND ACQUISITIONS MODULE. ➢ Introduction to Mergers & Acquisitions. A. Background. B. Types of Re-organisation. 1. Internal Re- organisation. 2. NCFM Modules Financial Markets: A Beginner's Module. This is a basic Currency Derivatives: A Beginner's Module .. Mergers and Acquisitions Module.
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Fundamental Analysis Module; Commercial Banking In India; FIMMDA-NSE MERGERS AND ACQUISITIONS MODULE; BACK OFFICE OPERATIONS MODULE. To see the detail course curriculum of the NCFM modules please see the link. Mergers and Acquisitions Module. *. 60 NCFM. NSE's Certification in Financial Markets. NDS. Negotiated Dealing System. NEAT. in Financial Markets (NCFM). The fees for the module would be Rs. /- per test (inclusive of service Mergers and Acquisitions Module.
Options Trading Strategies Module It is advisable to pursue Derivatives market Dealers Module before attempting the present module which primarily focuses on different strategies employed in options trading which might be suitable under varying market conditions.
This module introduces students to various options strategies and helps gain an understanding of option payoffs. The curriculum also discusses the risks involved in applying these strategies to be able to achieve the desired objective.
Relevance: This certification holds a high level of relevance for investors, traders and employees of BPOs or IT companies. Options Trading Advanced Module Building upon the foundation laid down in options trading module, this advanced level module delves deeper to help students acquire an intricate understanding of the options market and methods of identifying and applying suitable strategies.
Relevance: It is useful for investors, traders and those employed with financial intermediaries to gain an expert level understanding of the working of options market. These certifications can be highly relevant to those professionally working as investment analyst or similar roles and looking to further their expertise in the field along with career growth.
Investment Analysis and Portfolio Management Module This certification is aimed at imparting the knowledge of fundamental principles of investment, financial markets, capital market efficiency, financial analysis and valuation and investment management among other things. An important focus of the course is on portfolio management and students are introduced to the modern portfolio theory along with various aspects of managing a portfolio.
Technical Analysis Module This module introduces students to the fundamentals of technical analysis and goes on to discuss more intricate aspects of technical analysis including different types of charts, patterns and indicators along with their significance. The curriculum also discusses various trading strategies and the trading psychology at work along with the aspect of risk management to offer a complete and comprehensive view of technical analysis.
Relevance: This certifications holds special relevance to employees of treasury and investment divisions of banks and financial institutions, stock analysts and finance professionals in general. Fundamental Analysis Module This certification discusses the definition and basics of fundamental analysis and how it can help make better investment decisions.
Next, the curriculum discusses financial statements which form the core of financial analysis involved in the process before dealing with the concepts of various valuation methodologies employed for the purpose.
Relevance: This certification is of special utility to professionals working with treasury and investment divisions of banks and financial institutions, stock analysts and other finance professionals. Subject-wise weights or breakdown: Introduction 15 marks , Brushing Up the Basics 15 marks , Understanding Financial Statements 35 marks , Valuation Methodologies 35 marks. Wealth Management Module This is a unique certification which deals with personal financial planning and wealth management at length, discussing the concepts involved and identifying the most suitable investment options and strategies along with risk management.
The curriculum discusses various types of investment products and services along with methods of investment evaluation, risk profiling and asset allocation. Relevance: This certification holds special relevance for investors and finance professionals seeking expert knowledge of wealth management concepts for study and practical application. NCFM Study Material On enrollment for any specific module, study material is provided only in electronic format to students. However, no study material is available for Compliance Officers Module and the candidates are required to refer to relevant books, circulars and manuals in keeping with the prescribed curriculum.
Instead, make it a point to study at length and focus on underlying concepts and their application in practical situations.
Remember Subject Weights: Keep in mind that certain specific portions have higher weights than other parts, make sure to study them thoroughly to not miss out on those critical marks.
A benet of stock swap is that the cash outow for the acquirer company is minimized. Higher the value of the acquirer companys shares, the fewer the shares it needs to issue for the acquisition.
However, the share issue does cause dilution of promoters stake in the acquirer company.
Further, even earnings per share EPS of the acquirer company may be diluted, if the earnings of the acquiree company are not adequate. Under this section, the share-holders will have to approve certain decisions in a general meeting. One such decision, covered in section 1 a is to sell, lease or otherwise dispose 11 of the whole or substantially the whole of the undertaking of the company, or where the company owns more than one undertaking, of the whole or substantially the whole of any such undertaking.
Undertaking means the whole business. If only part of a business is sold, it would amount to sale of assets.
The resolution need not provide a valuation. It can however provide for limitations on how the proceeds from the sale will be used. Thus, a company that wishes to re-organise itself by selling the whole or substantially the whole of one or more undertakings can easily do so, by passing the requisite share-holder resolution in general meeting. However, once the undertakings are sold, the companys share capital may not be represented by available assets.
On account of the change in business, the company may choose to change its name. In that case, it will need share-holder approval through a special resolution and also permission of central government [power delegated to Registrar of Companies RoC ]. Similarly, there may be a need to change the ownership of trade-marks, for which the Trade Marks Registry will need to be approached.
Foreign Exchange Management Act, comes into play for international transactions. Some transactions may require permission of the competition commission. In some cases, change of objects clause or registered ofce may be required. Several such incidental approvals and formalities come up. Besides, some of the income tax benets associated with mergers and demergers discussed in Chapter 8 are linked to Chapter V. Therefore, Chapter V is a popular form of re-organisation of companies. Some of these are: SEBI Fees Fees of merchant bankers, valuation agencies, bankers to the issue, registrars, stock brokers and other intermediaries Value added Tax, octroi and any other such taxes levied by the central government, state government or municipal corporations Stamp duty varies from state to state Securities transaction tax Capital gains tax Other implications under income tax act, such as losing the tax-shield on accumulated losses or unabsorbed depreciation Costs associated with arranging meetings VRS and other re-structuring costs At times, costs are more certain than the benets.
Some of the benets may accrue after very long periods of time, or may accrue for a very short period of time.
It is important to do a cost-benet analysis before embarking on a re-organisation. The nancial due diligence is normally conducted by an independent agency such as a consultant or chartered accountant. The legal due diligence is conducted by an attorney or solicitor rm. As part of the due diligence, the following are checked: Financial statements, especially focusing on qualications by the auditors and notes to the accounts.
The nal due diligence is initiated only after discussions based on the preliminary indicate the possibility of a deal, or a term sheet for the deal is signed.
Self-Assessment Questions VRS is an example of Involuntary re-organisation Voluntary re-organisation External re-organisation Internal re-organisation When merger is between two companies that are into the same products or services, it is called a Horizontal Vertical Diagonal Reverse When a larger or healthier company merges into a smaller or weaker company, it is called a Horizontal Vertical Diagonal Reverse In which of the following, values are not assigned to individual assets?
Fair value of assets and liabilities are determined as of the appointed date. It is normally the beginning of the nancial year, though it can be any retrospective date. Effective date is the date the certied court order is led with RoC. The transferee will recognise the merger on the effective date; but it will be as of the appointed date.
For any such compromise or arrangement, application can be made to the National Company Law Tribunal NCLT by the company, or any creditor or member of the company. Thus, it is not dependent on the Board of Directors of the company. Even a creditor or a member can apply.
In the case of a company that is being wound up, the liquidator can apply to NCLT. Therefore, the power is being exercised by the 16 High Court, which was mentioned in the act before the amendment. On receiving the application, the NCLT will order a meeting of the creditors or class of creditors or members or class of members, as the case may be.
The meeting is to be called, held and conducted in such manner as the NCLT directs. Every notice calling the meeting that is sent to a creditor or member has to be sent along with a statement setting forth the terms of the compromise or arrangement, and explaining its effect. In particular, any material interest of the directors, managing director or manager of the company, whether in that capacity or as member or creditor of the company or otherwise, and how the scheme will affect those interests is to be disclosed, if the effect is different from that on other persons.
In every notice calling the meeting that is given by advertisement, the aforesaid statement has to be included. Else, the advertisement has to include a notication of the place and manner in which creditors or members entitled to attend the meeting can obtain copies of the statement.
If rights of debenture-holders of the company are affected, then the statement has to disclose how the scheme will affect the trustees of any deed for securing the issue of the debentures. A majority in number representing three-fourths in value of the creditors or class of creditors or members or class of members, as the case may be, present and voting in person or by proxy, if allowed at the meeting will have to agree to the scheme of compromise or arrangement.
The NCLT will need to be satised that the company or other applicant for the scheme has disclosed all material facts relating to the company, such as the latest nancial position of the company, pendency of any investigation proceedings in relation to the company etc.
Thereafter, if the NCLT sanctions the scheme, it will be binding on the creditors or class of creditors or members or class of members, and also on the company.
In the case of a company being wound up, it is binding on the liquidator and contributories of the company. The order also needs to be attached to every copy of the memorandum of the company that is issued after the ling of the certied copy with the Registrar. On receipt of the application for the scheme, NCLT has the power to stay the commencement or continuation of any suit or proceeding against the company, on such terms as it thinks t, until the application is nally disposed of.
At any stage, it can make orders or give directions, or make modications to the scheme for its proper working. If it is satised that he scheme cannot be worked satisfactorily, with or without modications, NCLT can order winding up of the company.
This order can be passed, either on its own motion or on the application of any person interested in the affairs of the company. In the case of amalgamation of a company that is being wound up, NCLT can sanction the scheme only after receiving a report from the registrar that the affairs of the company have not been conducted in a manner prejudicial to the interests of its members or to public interest.
Similarly, no order for dissolution of a transferor company can be made by the NCLT, unless 18 a report is received from the Ofcial Liquidator, on scrutiny of the books and papers of the company, that the affairs of the company have not been conducted in a manner prejudicial to the interests of its members or to public interest.
Within 30 days of the order, the company is bound to le it with the RoC. Where the two conditions are fullled, the transferee company can give notice to the dissenting share-holders to acquire their shares, within two months of the expiry of the four month period. The transferee company is entitled and bound to acquire the shares of these dissenting share-holders on the same terms as the shares of the approving shareholders are being transferred to the transferee company. A dissenting share-holder can however approach NCLT, within one month of the notice, requesting for an order against such acquisition.
One month after notice has been served on the dissenting share-holders, or if the share-holder has approached NCLT, then on disposal of the matter by the NCLT, the transferee company has to send a copy of the notice to the transferor company.