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Course Code: UNITS
2 1 - - 3

Credit Units: 3

Course Objective:

The objective of the course is to acquaint the students with the law relating to
Mergers and Acquisitions in general with emphasis on corporate laws especially
laws relating to companies, competition, SEBI , besides, corporate accounting
procedures and debt restructuring and other connected concepts .


The student ought to have preliminary knowledge of commercial laws and various
commercial entities operating in different geographies.

Student Learning Outcome:

This course acquaints the students with the Mergers and Acquisitions of companies
and other business entities. After undergoing the course the student is expected to
be well versed with the integrities and finer elements of the course particularly the
legal requirement as required under various statutes.
Course Contents/Syllabus:

Module I: Basic Concepts Weightage (%)

Corporate restructuring and its forms, Mergers and Acquisitions and
their kinds , Merger Jurisprudence including Process thereto ,
Negotiating the deal and Due Diligence, Reverse Mergers , De-
Mergers, Hiving of Business , Successor ship issues especially
assignment of contractual rights and successors liability .
Module II: Mergers and Acquisitions under Company Law

Types of Companies, Compromise, Arrangement and Amalgamation

of Companies under Companies Act, 2013 and its comparison with
Act of 1956, Reduction of Share Capital & Buy Back of Shares, Inter
Corporate Loans & Investments, Winding up, Merger of Foreign
Companies with Indian Companies

Module III: Revival and Rehabilitation of Sick Companies 25

Procedure for Revival and Rehabilitation, Scheme of Revival &

Rehabilitation, sanction of Scheme and its binding nature, Company
Administrator, Tribunal and its Powers, Rehabilitation and Insolvency
fund. Computation and Exclusion of time for filing
Suits/Proceedings, BIFR & AAIFR and cursory understanding of
SICA, 1985.
Module IV: Mergers/Acquisitions and Compliance to various 25

Testing System / Compliances under SEBI, Competition Laws,

FEMA, and treatment to IPR with reference to mergers and
Acquisitions. Valuation of Business and Accounting for
Amalgamations. Tax Aspects of Amalgamation, Mergers & Human
Resource dimensions

Pedagogy for Course Delivery:

The course will be conducted using lectures, assignments. The students will be
acquainted with important case laws on the subject to understand the intricacies
involved in Mergers and Acquisitions .
Lab/ Practical details, if applicable: NA

List of Experiments: NA

Assessment/ Examination Scheme:

Assessment/ Examination Scheme:

Theory L/T Lab/Practical/Studio (%) End Term

(%) Examination

30% NA 70%

Theory Assessment (L&T):

Continuous Assessment/Internal Assessment
End Term
Components Examination
down) Mid- Project Viva Attendance

10% 10% 5% 5% 70%

Text and References:

 Mergers et al - S. Ramanujam
 Mergers and Acquisitions : A step by step Legal & Practical Guide - Edwin
 Corporate Structuring in India - H.R. Machiraju
 Mergers , Amalgamations, Takeovers & Corporate Restructure-K.R. Sampath
 Mergers and Acquisitions of Companies – P. Mohana Rao
 Company Law - Dr. Avtar Singh