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I.D.
END TERM EXAMINATION, NOVEMBER 2017
B.A.LL.B. (HONS.)
SEMESTER-VII IX
CLS (Hons.-I) Corporate Reconstruction
Max. Marks: 60 Time Allowed: 3:00 Hrs.
Note: Answer five questions including Question No. 1 which is compulsory. The number of marks carried by each question is indicated at the end of the question.
1. Answer the following (each answer should be in approximately 100 words): (Marks 2×10=20)
a. What do you understand by "White Knight Defence"?
b. Discuss different types of due diligence.
c. Explain the concept of Deemed Direct Acquisition.
d. What do you mean by outbound merger? Current cross-border merger provision of the Companies Act, 2013 cannot be implemented until its flaws are removed. Do you agree with the statement? Give reasons
e. Is acquisition of Convertible Securities covered under Takeover Code, 2011? Are there any disclosure requirements of such convertible securities? Give legal reasoning for your answer.
f. What does Organizational Strategy means?
g. When voluntary offer does gets converted into mandatory offer?
h. State the objectives of corporate reconstruction.
i. Company XYZ came up with an open offer in the market but due to certain circumstances company decided to revise the offer size. Can they do so? If yes then till what day revision can be done and if no then what is the reason for the same.
j. What do you understand by Co-generic Merger?
2. What is the difference between Offer Period and Tendering Period? Also discuss in detail the entire Open Offer Process to be followed by a company under SEBI (Substantial Acquisition and Takeover) Regulation, 2011 with the help relevant case laws. (Marks 10)
3. Define Joint Venture? Is it defined under the Companies Act, 2013? How is Joint Venture regulated in India? Is there a law to regulate it? Discuss. Also deal with different types of Joint Venture.
If you are a legal advisor of Andheri Ltd, a company incorporated in India; who wants to form a joint venture with a foreign company Liliput Association. Which type of joint venture would you suggest them and why? (Marks 10)
4. Goli Ltd., a rubber manufacturing company is a majority shareholder of Roli Pvt Ltd. Goli Ltd decided to merge with Roli Pvt. Ltd, which manufacture tyres and also a subsidiary of Goli Ltd. What kind of merger will this be? Can they go for Fast Track Merger? Give reason. Also discuss in detail the merger procedure given under the Companies Act, 2013. (Marks 10)
5. Explain the following-
a. What is the offer size of voluntary, mandatory and competing offer?
b. Can application of Demerger be filed under Section 180 of the Companies Act? Give reason for your answer along with the case law.
c. How Central Government can compel to companies to merge? Explain the reason and process of such merger. (Marks 2.5+2.5+5=10)
6. Decision of merger does not only change the company's structure and functioning but affects its employees and human resources. Discuss economic and human aspects of Merger with the help of recent instances and case laws as relevant. (Marks 10)
7. Discuss the Squeezing-out mechanism of minority as given under the Companies Act, 2013 with the help of relevant provisions and case laws. (Marks 10)