IMPORTANT ANNOUNCEMENT FOR
STUDENT ON SUBJECT BY ICSI
CORPORATE RESTRUCTURING, VALUATION & INSOLVENCY
The provisions relating to the Compromise, Arrangements and Amalgamation,
winding up under the Companies Act, 2013 are notified w.e.f. - 7th
December, 2016.
Accordingly, the relevant provisions of the Companies Act, 2013 along
with the
rules made thereunder will be applicable for the June, 2017 Examination and the
related provisions of the Companies
Act, 1956 will not apply.
Further, provisions (including
Rules/Regulations made there under)
relating
to Corporate Insolvency Resolution Process, liquidation process,
insolvency
professional agencies, insolvency professionals, insolvency and
bankruptcy
board
of India etc are
notified under the
Insolvency and Bankruptcy Code, 2016.
The Students are advised to read the notified provisions of Companies Act 2013 and Insolvency
and Bankruptcy Code 2016
Further, MCA has also notified the
NCLT & NCLAT Rules. Students
are advised to read the
rules
as amended
upto December, 2016 for
June, 2017 Examinations.
Student
are advised the refer the follow index
for preparation of June, 2017 Examinations
PROFESSIONAL
PROGRAMME MODULE I -
PAPER 3:
CORPORATE
RESTRUCTURING, VALUATION
AND
INSOLVENCY
Important Update
for June, 2017 Examinations
PART A - Corporate Restructuring
|
Lesso n No.
|
|
Key
Updates
|
|
1
|
Corporate
Restructuring – Introduction & Concepts
|
Students are advised to read Section 230 to 240 of the Companies Act, 2013 Notified on 07.12.2016 along
with the rules made there
under.
The provisions
of
Companies
Act,
1956 relating
to the Corporate Restructuring will
not apply
|
|
2
|
Mergers
and
Amalgamations –
Legal and
|
(i) Students are advised to read Section 230 to 240 of the Companies Act,
2013 Notified on
|
|
|
Procedural
Aspects
|
07.12.2016 along
with the rules
made there under,
(ii) NCLT &
NCLAT Rules notified on 21.07.2016
The provisions
of
Companies Act,
1956 relating
to the Corporate Restructuring will
not apply
|
|
3
|
Economic
and
Competition
Law Aspects of Mergers
and Amalgamations
|
Students are advised to
also refer CCI (Procedure in regard to the transaction of business
relating to combinations)
Amendment Regulations,
2016.
|
|
4
|
Accounting
Aspects
of
Amalgamations
|
Students are advised
to
read Companies (Accounting Standards) Amendment Rules,
2016 specially with regard to
AS-14.
|
|
6
|
Interest of
the
Small Investors
in Mergers
|
Students are advised to read the Section 244 of the Companies Act,
2013 along with Section 230 & 231 of the Act.
(ii) NCLT &
NCLAT Rules notified on 21.07.2016
The provisions of Companies Act,
1956 relating to the
Corporate Restructuring will not
apply.
|
|
7
|
Amalgamation
of Banking
and Government Companies
|
Students are advised to also read Section 237 read with rules made there under along with the Master Direction issued
by the RBI on 21st April, 2016 or such further amendments. (ii)
NCLT & NCLAT Rules notified on 21.07.2016
|
|
8
|
Corporate
Demergers and
Reverse Mergers
|
Students are advised
to also read Section 230 to 240 of the Companies Act,
2013
Notified
on 07.12.2016 along with the rules
made there under.
(ii) NCLT &
NCLAT Rules notified on 21.07.2016
The provisions
of Companies Act, 1956 relating to
the Corporate Restructuring will not
apply.
|
|
9
|
Takeovers
|
Students are also advised
to read Section 230 to 240 and
other applicable provisions of the
Companies Act, 2013 along with the rules made
there under.
(ii) Amendments in SEBI (SAST) Regulations, 2011
|
|
|
|
up to December, 2016 along with the other SEBI
Regulations.
|
|
|
10
|
Funding of
Mergers and
Takeovers
|
Students are advised to also read
the RBI Master Direction on the External
Commercial Borrowing, SEBI
ICDR Regulations
along
with the Provisions of the
Companies Act, 2013.
|
|
|
11
|
Financial
Restructuring
|
Students are
advised to also read
the
Rules notified for
Section 66 for Reduction of Share Capital
along with the other relevant
provisions of under the Companies Act, 2013.
(ii) NCLT & NCLAT Rules
notified on 21.07.2016
|
|
|
PART B – Valuation
|
|||
|
14
|
Valuation
Introduction and
Techniques
|
Students are expected to also have understanding of Section 247 of the Companies
Act, 2013.
|
|
|
15
|
Regulatory
Aspects of Valuation with reference to
Corporate Strategies
|
Students are advised to have updated knowledge of the valuation requirement under Various
Corporate Law.
|
|
|
PART C – Insolvency
|
|||
|
16
|
Insolvency –
Concepts
and
Evolution
|
Students are also advised to read
the Chartered Secretary September, 2016
Edition.
Provisions of
SICA will not
apply.
|
|
|
17
|
Revival and
Restructuring
– Under companies Act,
2013 and Insolvency & Bankruptcy
Code, 2016
|
(i)Students are also advised to read
the Chartered Secretary September,
2016 Edition.
(ii)
Notified
Sections under
the Insolvency and Bankruptcy Code,
2016
(iii) Regulations made under the Insolvency
and Bankruptcy
Code, 2016 notified by Insolvency and
Bankruptcy Board of India (IBBI).
|
|
|
18
|
Securitization
|
(i) Students are advised to refer the Enforcement of Security Interest and Recovery of Debts Laws and Miscellaneous
Provisions
(Amendment)
Act, 2016. (ii)
Students
are advised to also refer
Security
|
|
|
|
|
Interest (Enforcement)
(Amendment) Rules, 2016.
|
|
19
|
Debt Recovery
|
(i) Students are advised to refer Enforcement
of Security Interest
and Recovery of Debts Laws and Miscellaneous
Provisions
(Amendment)
Act, 2016.
|
|
20
|
Winding Up
|
(i)
Insolvency
and Bankruptcy Code,
2016
(ii) NCLT &
NCLAT Rules notified on 21.07.2016
(iii) Chartered Secretary September,
2016 edition
|
Note:
(i) Students are advised to refer the e-book on the Companies Act, 2013 for
easy reference of the Sections
and
the rules made
there
under.
(ii) For regular updates it is
advised to visit the
following
website:
(iii) Students are advised to refer MCA website for details of the sections notified under
the Insolvency and Bankruptcy Code, 2016.
|
TABLE SHOWING DATE OF ENFORCEMENT OF PROVISIONS OF THE INSOLVENCY AND
BANKRUPTCY CODE, 2016
|
||
|
Sections of
The Insolvency
and Bankruptcy Code, 2016
|
Description of
Sections
|
Date of Enforcement
|
|
PART I :
PRELIMINARY
|
||
|
1
|
Short title,
extent and commencement
|
----
|
|
2
|
Application [Except clause (e)]
|
1st December,
2016
|
|
3
|
Definitions
|
|
|
3(1)
|
Board
|
19th August, 2016
|
|
3(2)
|
Bench
|
1st November,
2016
|
|
3(3)
|
Bye-laws
|
1st November,
2016
|
|
3(4)
|
Charge
|
1st November,
2016
|
|
3(5)
|
Chairperson
|
19th August, 2016
|
|
3(6)
|
Claim
|
1st November,
2016
|
|
3(7)
|
Corporate Person
|
1st November,
2016
|
|
3(8)
|
Corporate Debtor
|
1st November,
2016
|
|
3(9)
|
Core Services
|
1st November,
2016
|
|
3(10)
|
Creditor
|
1st November,
2016
|
|
3(11)
|
Debt
|
1st November,
2016
|
|
3(12)
|
Default
|
1st November,
2016
|
|
3(13)
|
Financial Information
|
1st November,
2016
|
|
3(14)
|
Financial Institution
|
1st November,
2016
|
|
3(15)
|
Financial Product
|
1st November,
2016
|
|
3(16)
|
Financial Service
|
1st November,
2016
|
|
3(17)
|
Financial Service Provider
|
1st November,
2016
|
|
3(18)
|
Financial Sector Regulator
|
1st November,
2016
|
|
3(19)
|
Insolvency Professional
|
1st November,
2016
|
|
3(20)
|
Insolvency Professional Agency
|
1st November,
2016
|
|
3(21)
|
Information Utility
|
1st November,
2016
|
|
3(22)
|
Notification
|
19th August, 2016
|
|
3(23)
|
Person
|
1st November,
2016
|
|
3(24)
|
Person
Resident in India
|
1st November,
2016
|
|
3(25)
|
Person
Resident outside India
|
1st November,
2016
|
|
3(26)
|
Prescribed
|
19th August, 2016
|
|
3(27)
|
Property
|
1st November,
2016
|
|
3(28)
|
Regulations
|
19th August, 2016
|
|
3(29)
|
Schedule
|
1st November,
2016
|
|
3(30)
|
Secured Creditor
|
1st November,
2016
|
|
3(31)
|
Security Interest
|
1st November,
2016
|
|
3(32)
|
Specified
|
1st November,
2016
|
|
3(33)
|
Transaction
|
1st November,
2016
|
|
3(34)
|
Transfer
|
1st November,
2016
|
|
3(35)
|
Transfer of property
|
1st November,
2016
|
|
3(36)
|
Workman
|
1st November,
2016
|
|
3(37)
|
Meaning of Words & Expressions
|
19th August, 2016
|
|
PART II:INSOLVENCY RESOLUTION AND
LIQUIDATION FOR
CORPORATE PERSONS
|
||
|
Chapter I : Preliminary
|
||
|
4
|
Application of this
Part
|
1st December,
2016
|
|
5
|
Definitions
|
1st December,
2016
|
|
5(1)
|
Adjudicating Authority
|
1st December,
2016
|
|
5(2)
|
Audio
|
1st December,
2016
|
|
5(3)
|
Chapter
|
1st December,
2016
|
|
5(40
|
Constitutional Document
|
1st December,
2016
|
|
5(5)
|
Corporate Applicant
|
1st December,
2016
|
|
5(6)
|
Dispute
|
1st December,
2016
|
|
5(7)
|
Financial Creditor
|
1st December,
2016
|
|
5(8)
|
Financial Debt
|
1st December,
2016
|
|
5(9)
|
Financial Position
|
1st December,
2016
|
|
5(10)
|
Information Memorandum
|
1st December,
2016
|
|
5(11)
|
Initiation Date
|
1st December,
2016
|
|
5(12)
|
Insolvency Commencement Date
|
1st December,
2016
|
|
5(13)
|
Insolvency Resolution
Process Costs
|
1st December,
2016
|
|
5(14)
|
Insolvency Resolution Process
Period
|
1st December,
2016
|
|
5(15)
|
Interim Finance
|
1st December,
2016
|
|
5(16)
|
Liquidation Cost
|
1st December,
2016
|
|
5(17)
|
Liquidation commencement
date
|
1st December,
2016
|
|
5(18)
|
Liquidator
|
1st December,
2016
|
|
5(19)
|
Officer
|
1st December,
2016
|
|
5(20)
|
Operational
Creditor
|
1st December,
2016
|
|
5(21)
|
Operational
Debt
|
1st December,
2016
|
|
5(22)
|
Personal Guarantor
|
1st December,
2016
|
|
5(23)
|
Personnel
|
1st December,
2016
|
|
5(24)
|
Related Party
|
1st December,
2016
|
|
5(25)
|
Resolution Applicant
|
1st December,
2016
|
|
5(26)
|
Resolution Plan
|
1st December,
2016
|
|
5(27)
|
Resolution Professional
|
1st December,
2016
|
|
5(28)
|
Voting Share
|
1st December,
2016
|
|
Chapter II : Corporate Insolvency Resolution Process
|
||
|
6
|
Persons
who may initiate Corporate Insolvency
Resolution Process
|
1st December,
2016
|
|
7
|
Initiation of Corporate Insolvency Resolution
Process
by
Financial Creditor
|
1st December,
2016
|
|
8
|
Insolvency Resolution
by
Operational Creditor
|
1st December,
2016
|
|
9
|
Application for initiation
of Corporate Insolvency Resolution
Process by Operational Creditor
|
1st December,
2016
|
|
10
|
Initiation of Corporate Insolvency Resolution
Process
by
Corporate Applicant
|
1st December,
2016
|
|
11
|
Persons
not entitled to make applications
|
1st December,
2016
|
|
12
|
Time-limit for
completion of Insolvency
Resolution Process
|
1st December,
2016
|
|
13
|
Declaration
of moratorium and public announcement
|
1st December,
2016
|
|
14
|
Moratorium
|
1st December,
2016
|
|
15
|
Public announcement of corporate insolvency
resolution process
|
1st December,
2016
|
|
16
|
Appointment and tenure of interim resolution professional
|
1st December,
2016
|
|
17
|
Management
of affairs of
corporate debtor
by interim resolution
professional
|
1st December,
2016
|
|
18
|
Duties of interim resolution professional
|
1st December,
2016
|
|
19
|
Personnel to extend co-operation to interim resolution professional
|
1st December,
2016
|
|
20
|
Management of operations of corporate debtor
as going concern
|
1st December,
2016
|
|
21
|
Committee of creditors
|
1st December,
2016
|
|
22
|
Appointment of Resolution Professional
|
1st December,
2016
|
|
23
|
Resolution Professional
to
conduct
corporate insolvency resolution
process
|
1st December,
2016
|
|
24
|
Meeting of
Committee of Creditors
|
1st December,
2016
|
|
25
|
Duties of Resolution Professional
|
1st December,
2016
|
|
26
|
Application for avoidance of transactions not to
affect proceedings
|
1st December,
2016
|
|
27
|
Replacement of
Resolution
Professional
by
Committee of Creditors
|
1st December,
2016
|
|
28
|
Approval of Committee of Creditors for certain
actions
|
1st December,
2016
|
|
29
|
Preparation
of Information
Memorandum
|
1st December,
2016
|
|
30
|
Submission
of Resolution Plan
|
1st December,
2016
|
|
31
|
Approval of Resolution
Plan
|
1st December,
2016
|
|
32
|
Appeal
|
1st December,
2016
|
|
Chapter III :Liquidation Process
|
||
|
33
|
Intimation of Liquidation
|
15th December,
2016
|
|
34
|
Appointment of Liquidator and fee to be paid
|
15th December,
2016
|
|
35
|
Power and
duties of Liquidator
|
15th December,
2016
|
|
36
|
Liquidation estate
|
15th December,
2016
|
|
37
|
Power of
Liquidator to access
information
|
15th December,
2016
|
|
38
|
Consolidation of claims
|
15th December,
2016
|
|
39
|
Verification
of claims
|
15th December,
2016
|
|
40
|
Admission or rejection of
claims
|
15th December,
2016
|
|
41
|
Determination of
valuation of
claims
|
15th December,
2016
|
|
42
|
Appeal against
the decision of
Liquidator
|
15th December,
2016
|
|
43
|
Preferential
transactions and
relevant time
|
15th December,
2016
|
|
44
|
Orders in case of preferential transactions
|
15th December,
2016
|
|
45
|
Avoidance of undervalued
transactions
|
15th December,
2016
|
|
46
|
Relevant period for
avoidable transactions
|
15th December,
2016
|
|
47
|
Application by creditor in case of undervalued transactions
|
15th December,
2016
|
|
48
|
Order in cases of undervalued
transactions
|
15th December,
2016
|
|
49
|
Transactions defrauding
creditors
|
15th December,
2016
|
|
50
|
Extortionate credit transactions
|
15th December,
2016
|
|
51
|
Orders of Adjudicating Authority in respect of
extortionate credit transactions
|
15th December,
2016
|
|
52
|
Secured creditor
in liquidation proceedings
|
15th December,
2016
|
|
53
|
Distribution of assets
|
15th December,
2016
|
|
54
|
Dissolution of corporate debtor
|
15th December,
2016
|
|
Chapter VI : Adjudicating Authority for Corporate Persons
|
||
|
60
|
Adjudicating Authority for Corporate Persons
|
1st December,
2016
|
|
61
|
Appeals and Appellate
Authority
|
1st December,
2016
|
|
62
|
Appeal to Supreme
Court
|
1st December,
2016
|
|
63
|
Civil court not to have
jurisdiction
|
1st December,
2016
|
|
64
|
Expeditious disposal
of applications
|
1st December,
2016
|
|
65
|
Fraudulent or
malicious initiation
of proceedings
|
1st December,
2016
|
|
66
|
Fraudulent
trading or
wrongful trading
|
1st December,
2016
|
|
67
|
Proceedings
under Section 66
|
1st December,
2016
|
|
Chapter VII : Offences and Penalties
|
||
|
68
|
Punishment for concealment of property
|
1st December,
2016
|
|
69
|
Punishment for
transactions defrauding
creditors
|
1st December,
2016
|
|
70
|
Punishment for
misconduct in
course of corporate insolvency resolution
process
|
1st December,
2016
|
|
71
|
Punishment for
falsification of
books
of corporate debtor
|
1st December,
2016
|
|
72
|
Punishment for wilful and material omissions
from statements relating
to affairs of corporate
debtor
|
1st December,
2016
|
|
73
|
Punishment for false
representations
to creditors
|
1st December,
2016
|
|
74
|
Punishment for contravention of moratorium or
the Resolution Plan
|
1st December,
2016
|
|
75
|
Punishment for
false information furnished in application
|
1st December,
2016
|
|
76
|
Punishment for non-disclosure
of
dispute
or
repayment of debt by operational creditor
|
1st December,
2016
|
|
77
|
Punishment for providing false information in application made
by corporate debtor
|
1st December,
2016
|
|
PART IV: REGULATION OF INSOLVENCY PROFESSIONALS, AGENCIES AND INFORMATION
UTILITIES
|
||
|
Chapter I: The Insolvency and
Bankruptcy Board of India
|
||
|
188
|
Establishment
and incorporation of
Board
|
5th August, 2016
|
|
189
|
Constitution of Board
|
5th August, 2016
|
|
190
|
Removal of member from office
|
5th August, 2016
|
|
191
|
Powers of
Chairperson
|
5th August, 2016
|
|
192
|
Meetings of
Board
|
5th August, 2016
|
|
193
|
Member not to participate in meetings in certain
cases
|
5th August, 2016
|
|
194
|
Vacancies etc. Not to invalidate proceedings of
Board, Officers and employees of Board
|
5th August, 2016
|
|
Chapter II: Powers and Functions of the Board
|
||
|
196
|
Powers and
Functions of
the Board
|
1st November,
2016
|
|
197
|
Constitution of advisory committee, executive
committee or other
committee
|
1st November,
2016
|
|
198
|
Condonation of delay
|
1st December,
2016
|
|
Chapter III: Insolvency Professional Agencies
|
||
|
199
|
No person to function as
insolvency professional agency
without valid certificate of registration
|
15th November,
2016
|
|
200
|
Principles governing registration of insolvency
professional agency
|
15th November,
2016
|
|
201
|
Registration of
insolvency professional agency
|
15th November,
2016
|
|
202
|
Appeal to National
Company Law Appellate
Tribunal
|
15th November,
2016
|
|
203
|
Governing Board
of
insolvency professional agency
|
15th November,
2016
|
|
204
|
Functions
of insolvency professional agencies
|
15th November,
2016
|
|
205
|
insolvency professional agencies to make bye-
laws
|
15th November,
2016
|
|
Chapter IV: Insolvency Professionals
|
208
|
Functions and obligations
of
Insolvency
Professionals
|
|
|
|
· sub-section
(1) of section
208- (i) clause (c);
(ii) clause
(e);
|
15th November,
2016
|
|
|
· sub-section
(2) of section
208
|
15th November,
2016
|
|
||||||||||||||||
Chapter V: Information Utilities
|
|||||||||||||||||||||||||||||||||||||||||||
Chapter VII: Finance, Accounts and Audit
|
|
· sub-section (2)
of section 239-
(i) clause (ze) to (zh);
(ii) clause
(zl) to (zm)
|
1st November,
2016
|
|
|
· clause (a) to clause
(f) of sub-section (2) of section 239
|
1st December,
2016
|
|
240
|
Power to make regulations
|
|
|
|
· sub-section
(1)
and
clause (zt) of sub- section (2)
of section 240;
|
19th August, 2016
|
|
|
· sub-section
(2) of section
240- (i) clause (a) to (zm);
(ii) clause
(zu) to (zzzc);
|
1st November,
2016
|
|
241
|
Rules and Regulations
to
be
laid
before
Parliament
|
19th August, 2016
|
|
242
|
Power to remove
difficulties
|
19th August, 2016
|
|
244
|
Transitional provisions
|
1st November,
2016
|
|
246
|
Amendments To The Central Excise Act, 1944
|
1st November,
2016
|
|
247
|
Amendments To The Income-Tax Act, 1961
|
1st November,
2016
|
|
248
|
Amendments To The Customs Act, 1962
|
1st November,
2016
|
|
250
|
Amendments To The Finance Act, 1994
|
1st November,
2016
|
|
251
|
Amendments To The Securitisation
and
Reconstruction of
Financial Assets and
Enforcement of Security Interest
Act, 2002
|
15th November,
2016
|
|
252
|
Amendments To The Sick Industrial
Companies
(Special Provisions) Repeal
Act, 2003
|
1st November,
2016
|
|
253
|
Amendments To The Payment
and Settlement
Systems
Act, 2007
|
15th November,
2016
|
|
254
|
Amendments To The Limited Liability
Partnership Act, 2008
|
15th November,
2016
|
|
255
|
Amendments To The Companies Act, 2013
|
15th November,
2016
|
Regulations Notified by IBBI:
