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Only This Much 2nd Module : Financial Treasury & Forex Management : Corporate Restructuring &
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Only This Much 2nd Module : Financial Treasury & Forex Management : Corporate Restructuring &

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Table of Contents
Financial Treasury & Forex Management (FTFM)

Introduction to Financial Management
Superiority of Wealth Maximization Over Profit Maximization
What is Financial Management?
Functions of Financial Executives

Time Value of Money
Reasons of Time Preference of Money
Techniques for Evaluating a Decision by Considering Time Value of Money

Financing Decisions
Cost of Capital
Cost of Debt
Cost of Normal Debentures
Cost of Redeemable Debentures
Cost of DebentuRes (Kd) Summary
Cost of Preference Shares
Cost of Loans
Cost of Equity
Computation of Growth Rate
Computation of Beta
Cost of Reserves
Weighted Average Cost of Capital (WACC) or Overall Cost of Capital
Marginal Cost of Capital
When Operating Leverage Turns Into Operating Risk?

Capital Structure Decisions
EBIT EPS Analysis
EBIT MPS Analysis
Coverage Ratio
Cash Flow Analysis
Nature of the Industry

Capital Structure Theories
Net Income Approach (NI Approach)
Net Operating Income Approach (NOI Approach)
Modigliani Miller Approach (MM Approach)
Traditional Approach

Project Planning and Control
Procedure of Capital Budgeting
Project Life Cycle
Significance of Capital Budgeting
Types of Projects
Feasibility Study of a Project
Technical Appraisal
Financial Appraisal
Economic AppraIsal
Commercial Appraisal
Managerial Appraisal
Social Cost Benefit Analysis (SCBA)

Investment Decisions
Meaning of Capital Budgeting
Nature of Capital Budgeting
Why Capital Budgeting/Investment Decision?
Knock Out Accounting Approach Vs Cash Flow Approach
Computation of Cash Inflows
Depreciation as Per Income Tax and Its Effect on Cash Flows
Non Discounting Techniques
Computation of Pay Back Period
Discounting/ Modern Techniques
Net Present Value
Reasons for Capital Rationing
Optimal Replacement Cycle
Risk Analysis in Capital Budgeting

Dividend Decisions
Dividend Policies
Modigliani Miller Model (Irrelevance Theory)

Working Capital Management
Important Points
Inventory Management
Cash Management
Security Analysis and Portfolio Management
Investment V. Speculation
Security Analysis
Efficient Market Hypothesis/Theory (EMH)
Random Walk Theory
Dow Jones Theory
Portfolio Management
Measuring Risk in a Portfolio of N Securities
Correlation (It Lies Between -1 To +1)
Risk of Portfolio at Perfect Positive Correlation
Risk of Portfolio at Perfect Negative Correlation
Decision Based on Beta
Capital Market Line (CML)
Security Market Line (SML)
Capital Assets Pricing Model
Buying, Holding and Selling Shares Using CAPM
Characteristic Line

Forward Contract
Futures Contract
Pricing a Futures Contract
Index Futures
Interest Rate Futures
Interest Rate Swap
Foreign Exchange (Forex) Management
About Forex Market
How Exchange Rate is Determined in India?
Some Terms Used in Forex Market
Pillars of International Finance
Arbitrage Opportunities Can Be Identified in One of the Two Ways
Foreign Exchange Risk Management

Sources of Finance
Preference Shares
Equity Warrants With NCDS
Secured Premium Notes
Deep Discount Bond
Zero Coupon Convertible Note
Junk Bonds
Venture Capital
Global Depository Receipts
Foreign Currency Convertible Bonds
American Depository Receipts
External Commercial Borrowing

Corporate Restructuring & Insolvency (CRI)

Corporate Restructuring
Forms of Expansion
Other Forms
Types of Takeovers
Defense Strategies to Takeover Bids
Financial Defensive Measures
Anti-Takeover Amendments or Shark Repellants (Section 31)
Types of Anti-Take Over Amendments in Articles
Features of Disinvestment Policy of Government
Proposal + CCD + EOI + BIDS + SPA + IMG + CAG = Disinvestment

Sections of Companies Act
Section 390
Section 391
Section 393
Memorandum (MoA)
Section 394
Section 396
Power of Central Government to Provide for Amalgamation of Companies in Public Interest
Appointed Date

Procedural Aspects
Steps Involved in Mergers/Demergers/Amalgamations/Compromise/Arrangements
Foreign Direct Investment (FDI) Policy, 2012

Power and Duty to Acquire Shares of Shareholders Dissenting
from Scheme or Contract Approved by Majority
Demerger, Hiving Off & Slump Sale
Slump Sale

Accounting & Taxation Aspects
Accounting Aspects
Slump Sale

Valuation Of Shares, Business & Brands & Practical Problems
Legal Framework of Valuation
Valuation Guidelines
Capitalised Earnings Per Share (CEPS)
Market Value Per Share
Discounted Cash Flow (DCF)
So, What is the Valuation Criteria?
Preferential Allotment & Qualified Institutional Placement
Under SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009
Takeover Code
SEBI (Delisting Of Equity Shares) Regulations, 2009
SEBI (Employees Stock Option Scheme & Employee Stock Purchase Scheme) Guidelines, 1999
SEBI (Issue of Sweat Equity) Regulations, 2002
Unlisted Companies (Issue of Sweat Equity Shares) Rules, 2003
Unlisted Public Companies (Preferential Allotment) Rules, 2003
Non Financial Considerations in Valuation
Valuation of Brands
Functions of Brands
Protect the Value of Brand
ProblemsNo More A Problem!!!
Post Merger Price

Fund Raising Options
Financing of Mergers & Amalgamations

Reduction & Variation
Alteration of Share Capital
Reduction of Share Capital
Procedure for Reduction of Capital
Variation of Shareholders Rights
Equity With Differential Voting Right (DVR)

Buy Back of Securities
Buy Back by an Unlisted Company
Buy Back by a Listed Company
Buy Back Under Companies Act
Buy Back Under Company Rules
Private Limited Company & Unlisted Public Limited Company (Buy Back Of Securities) Rules, 1999
Buy Back Under SEBI Regulations
SEBI (Buy Back of Securities) Regulations, 1998
Methods of Buy Back
Buy Back Procedure
Points Specific to Buy Back Through Stock Exchange
Points Specific to Buy Back Through Book Building
Takeover Code
Buyback Under Section 391 Route

Case Laws & Miscellaneous Concepts
When A Court Can Sanction the Scheme?
Intimation to Central Government & Handling Objections
Reduction of Capital
Power to Amalgamate
Merger With Subsidiary
Whether Meeting of Members/Creditors Mandatory?
Whether Court Convened Meeting is a General Meeting?
Whether Both Transferor & Transferee Company Must Make Separate Applications
Appointed Date
Requirements of Act & Effective Date
Few Other Cases
Protection of Employees/Workers
HR Perspective (Value Creation Approach)
Competition Act
Takeover Code
Provisions of Banking Regulation Act, 1949
Stamp Duty Aspects of Amalgamation

Competition Act, 2002

Strategies & Post Merger Reorganisation
Levels of Strategies
Strategic Planning
Stages in Strategic Planning
Importance of Strategic Planning
Benefits of Strategic Planning Include
Long Range Planning & Strategic Planning
Strategic Management
Competitive Advantage and Core Competencies
Post Merger ReOrganization (PMR)
Factors in Post Merger Reorganisation
Integration of Business and Operation
Post Merger Success and Valuation
Human and Cultural Aspects
Measuring Key Indicators


Process of Securitisation
Features of Assets to be Securitised
Legislations Governing Securitisation
Enforcement of Security Interest
Securitisation & Asset Reconstruction
Sub-Prime Mortgage Crisis & Securitisation
Change in or Take Over of the Management of the Business of the Borrower
Central Registry
The Recovery of Debts Due to Banks & Financial
Institutions Act, 1993
Overriding Provision
Procedure: (As Per DRT (Procedure) Rules, 1993)
Powers of DRT

Sick Industrial Companies (Special Provisions) Act (SICA), 1985 & NCLT Provisions
Procedure Under SICA
Procedure for Listing of References & Miscellaneous Applications in BIFR
Procedure for Representation Before BIFR & AAIFR by CBDT
Revival & Rehabilitation of Sick Industrial Companies
Procedure Before NCLT

Corporate Insolvency/Winding Up
Dissolution Without Winding Up
Modes of Winding Up
Compulsory Winding Up (By the Court)
Grounds for Winding Up of Unregistered Companies
Commencement of Winding Up
Consequences of Winding Up Order (Section 444)
Powers of Liquidator (Section 457)
Statement of Affairs (Section 439A)
Voluntary Winding Up (Section 484)
Declaration of Solvency (DoS) To RoC
Corporate Restructuring Under Winding Up
Sequence of Payment in Winding Up
Fraudulent Preference
Disclaimer of Onerous Property
Delinquent Persons
Committee of Inspection
Power of RoC to Strike Defunct Companies Off the Register

Cross Border Insolvency
Hotchpotch Rule
Effective Insolvency and Creditor Rights Systems World Bank Principles
Summary of the World Bank Principles
Things From Exam Point of View
Objectives for Revision


Book: Only This Much 2nd Module : Financial Treasury & Forex Management : Corporate Restructuring &
Author: , , ,
ISBN-13: 9789381904107
Product Code EBK0306811
Binding: Paper Back
Publishing Date: 2012
Publisher: Knowledge World
Language: English

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