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CRTP EM-14
Executive One-Year MBA (Full-time) 2014-15

Corporate Restructuring & Tax Planning
Credits 2
Faculty Name P.K.Mohanty
Program One-year Executive Program(Full Time)
Academic Year and Term 2014-15, Term- IV


1. Course Description Corporate mergers and acquisitions have become universal practices around the globe. In a globalised era, mergers take place not only within the nation but also across the border for survival, growth and expansion. The opening up of Indian economy is also supportive of these activities. The ever increasing number of M & A activities only suggests that this is going to stay. The objective of this course is to familiarize the participants with various aspects of mergers and acquisitions.

2. Student Learning Outcomes (typically 3-5 bullet points)

· Be able to appreciate why and how M&A takes place
· Be able to understand the significance of and different approaches to valuation in the context of M&A
· Be conversant with legal provisions governing M&A
· Be able to understand the challenges of integration
3. Required Text Books and Reading Material
i. Mergers, Acquisitions, and other Restructuring Activities by Donald M.DePamphilis(Elsevier)
ii. Mergers and Acquisitions by Rajinder S.Arora, Kavita Shetty, and Sharad R. Kale(OXFORD)
iii. Mergers, Acquisitions and Corporate Restructuring by Prasad G. Godbole(Vikas)
iv. Mergers, Acquisitions and Corporate Restructuring by Chandrasekhar Krishnamurti & S.R.Viswanath ( Sage Publication )
v. Creating Value from Mergers and Acquisitions by Sudi Sudarsanam(Pearson)
vi. Handouts


4. Tentative Session Plan
i. Session 1&2: Main Forms of Corporate Restructuring, Motives behind Mergers and Acquisitions, Strategies for entering a new market, Value creation strategy in M&A
ii. Session 3: Legal framework governing M&A- Companies Act, 1956, SEBI Takeover Code, Competition Act
iii. Session 4-6: Valuation of Target Companies: Purpose and objectives of valuation, Valuation as a cause of M&A failure, Net Asset Valuation Model, Dividend Valuation Model, Price Earnings Ratio Model, Free Cash Flow Valuation Model, Economic Gains and Costs of M&A, Share Exchange Ratios, Valuation of Synergy
iv. Session 7: Financial modeling technique to value and negotiate M&A
v. Session 8: Due Diligence process in M&A,
vi. Session 9: Accounting issues- Accounting for Mergers and Acquisitions, vii. Session 10-11: Taxation Issues in M&A- Capital Gains Tax, Carry viii. Session 12: Takeover Defenses- Friendly versus Hostile Takeovers, ix. Session 13: Deal structuring and Financing Strategies, Funding of x. Session14: M&A Integration
5. Evaluation
i. Quiz: 30 marks
ii. Assignment 20 marks iii. End-term exam.: 50 marks

6. Academic Integrity: As per institute’s norms


COURSE OUTLINE: CORPORATE TAX PLANNING
Credits 2
Faculty Name S. K. Padhi
Program 1 year PGDM
Academic Year and Term 2014-15, Term-3
1. Course Description:
The line between Tax Evasion and Tax Avoidance is very thin. Tax evasion is a crime, where as tax avoidance is planning by using legitimate opportunities given under the provisions of tax laws to reduce the tax liability. In a Global recession scenario, cost reduction and control as well as profit maximization is becoming extremely important. Many corporate houses are using the tax havens as well as tax holidays for escaping from tax liabilities. Therefore, tax planning requires a thorough understanding of the tax provisions. With the changing economic scenario and fast expanding corporate empires of Indian corporate houses through mergers and takeovers inside and outside the country, it is imperative for a manger to understand not only the Indian Tax laws but also the tax laws of various other countries. Not knowing the Law is no excuse and hence compliance with tax laws will be equally important for a tax planner. This course is designed for students who are likely to prepare Business Plans for their organizations as well as those who plan to get into consulting work. The course has been divided into three parts: Part one deals with the basics of tax laws, Part two deals with the planning aspects and Part Three gives an overview of the two indirect tax laws. The course will focus on various issues under the tax laws, analysis of decided court cases as well as International Tax treaties.

2. Learning Outcomes:
At the end of the course students will:
· Be able to understand the primary sources of Income and tax thereon
· Be able to understand the different exemptions and deductions available under the income tax rules
· Be able to apply the provisions of the tax laws and compute the tax liabilities
3. Required Text Books and Reading Materials:

Direct Taxes: Planning & Management by V.K. Singhania

Direct Taxes Law & Practice by V.K. Singhania

Direct Tax laws by T.N. Manoharan

Direct Taxes Law & Practice by Girish Ahuja & Ravi Gupta

4. Tentative Session Plan:
Session NumberTopics/ActivitiesReading / case list etc.
1Basic concepts, definitions, Residential status Chapter 1 & 2
2,3,4Form of organisation, Location of business, Nature of business,Chapter 5
3Sources of Income & allowable
expenditures and carry forward of losses,		Chapter 3,4
4Concept of Zero Tax Company and MATChapter 13
5Tax Planning through
Corporate Restructuring
( Mergers,Demergers ), ii.Holding and Subsidiary Company , Management decisions		Chapter 15
6i. Capital structure, ii. Dividend policy, iii. Bonus shares & Securities,Chapter 15
7 & 8Purchase of asset out of own fund or from borrowed fund, Own v. Lease, Installment v. Hire purchase, Make or buy, Shut down or continue,Chapter 16
9 & 10Overview of CEA and CENVAT, Overview of Service Tax ProvisionsChapter 17
5. EVALUATION

It shall be done through term examinations and quizzes. Weightage for different components is as under.
Evaluation componentWeightage
A. Quizzes40%
Assignment & Term Paper20%
End Term40%

Created By: Alora Kar on 10/17/2014 at 02:04 PM
Category: EMBA-14T-III Doctype: Document

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