A brief note on business restructuring

1. BUSINESS
RESTRUCTURING

2. Present
structure
Alters and
changes
New structure
It may involve change in the asset structure, liability
structure or both.

3. IMPORTANCE
• To identify the opportunities
• It helps the business to survive and stay fittest from others
• It plays an important role in the external and internal growth of the
organization

4. ADVANTAGES
• Reducing operations cost
• Increases Productivity
• Increase in communication
• Introduction of new technologies
• Complimentary resources
• Managerial effectivenesss
• Wide reach

5. REASONS
• To reduce the cost of operations of the company
• To make company more competitive as compared to other peers in Industry
• To reduce the interest burden for the company
• To reduce risk and increase efficiency

6. FORMS OF BUSINESS
RESTRUCTURING
FORMS
Amalgamation/
mergers
Acquisition/
take overs
Demergers Others

7. LEGAL PROCEDURES
• Examination of Object clauses
• Intimation of stock exchange
• Approval of the Restructure proposal by the Respective Boards
• Application to the High courts
• Dispatch of notice to Shareholders and Creditors
• Holding meeting with the Shareholders and Creditors

8. Cont…
• Petition to the High Court for confirmation and passing of High Court
• Filing the Order with the Registrar
• Transfer of Assets and liabilities
• Issue of Shares and Debentures

9. DISADVANTAGES
• Investor’s reaction
• Public image
• Increase in Training expenses
• Time taken to adjust with the new technologies

10. Transfer of assets between
holding and subsidiary
companies

11.  When a capital asset( other than block of
asset) is transferred
• The actual cost of the asset will be same even if transferor company had
continued the business
• Provided that the transferee company is an Indian Company

12.  When a block of asset is transferred
• No foresaid rule
• Transferee co. – Indian co.
• Previous year cost of block asset is considered

13.  Exemption under Sec 47
The following are not treated as transfer-
Any transfer of a capital asset by a Co. to its wholly owned Indian subsidiary
Co. [Sec 47(iv)]
Any transfer of a capital asset by a wholly owned subsidiary Co. to its Indian
Holding Co. [Sec 47 (v)]

14.  Withdrawal of exemption given by Sec 47
• Any transfer of capital asset by a Co. to its wholly owned Indian Subsidiary
Co. or by a wholly owned subsidiary Co. to its Indian Holding Co. is not
treated as transfer by virtue of Sec 47 (iv)/(v).

15. THANK YOU