BBA 422 Mergers and Corporate Restructuring Notes are a 64-page printed book by Unnati Educations that covers all 4 units of this GGSIPU BBA (Hons.) Semester 8 Finance elective: 14 solved illustrations, 33 short-answer and 32 long-answer exam questions, and a quick revision table for every unit, written for the revised NEP-based scheme in force from 2024-25.
Written by Sheetal Kirola, Academic Head · Reviewed by Sheetal Kirola, M.Ed., 7 years of experience · Checked against the BBA Scheme & Syllabus (NEP based, revised), w.e.f. 2024-25, ipu.ac.in · Updated 13 October 2026 · Editorial policy
Scheme: NEP-based revised BBA scheme | Applies to: academic session 2024-25 onwards | Verified against: BBAwef2024_25_200125.pdf on ipu.ac.in
BBA 422 Mergers and Corporate Restructuring at a glance: GGSIPU BBA Sem 8 credits, units and exam pattern
| Item | Official detail |
|---|---|
| Code and title | BBA 422: Mergers and Corporate Restructuring |
| Course and semester | BBA (Hons.), Semester 8 |
| Category | Discipline Specific Course / Major (Finance major elective) |
| Credits and hours | 4 credits; L-4, T-0; 15 hours per unit |
| Marks | 100: 40 internal + 60 end-term (internal: class test 15 + two or more activities 25) |
| Applies to | Revised NEP-based scheme, w.e.f. 2024-25 |
| End-term pattern | Not printed in the official BBA PDF |
| Units | 4 (numbered I to IV, no official titles) |
| Paired lab | None (theory paper) |
BBA 422 snapshot from the official BBA scheme and syllabus (w.e.f. 2024-25)
- Item
- Code and title
- Official detail
- BBA 422: Mergers and Corporate Restructuring
- Item
- Course and semester
- Official detail
- BBA (Hons.), Semester 8
- Item
- Category
- Official detail
- Discipline Specific Course / Major (Finance major elective)
- Item
- Credits and hours
- Official detail
- 4 credits; L-4, T-0; 15 hours per unit
- Item
- Marks
- Official detail
- 100: 40 internal + 60 end-term (internal: class test 15 + two or more activities 25)
- Item
- Applies to
- Official detail
- Revised NEP-based scheme, w.e.f. 2024-25
- Item
- End-term pattern
- Official detail
- Not printed in the official BBA PDF
- Item
- Units
- Official detail
- 4 (numbered I to IV, no official titles)
- Item
- Paired lab
- Official detail
- None (theory paper)
BBA 422 is one of three Finance electives, with BBA 420 Financial Risk Management and BBA 424 Financial Analytics, among the GGSIPU BBA Semester 8 papers. The Hons. with Research route takes BBA 412 Research Project/Dissertation instead of major electives.
The BBA PDF prints no pass percentage; pass and re-appear rules sit in Ordinance 11 (examinations and results).
BBA 422 Mergers and Corporate Restructuring Notes unit-wise: 14 solved illustrations and 65 exam questions across 4 units
The official PDF numbers units only, so the titles below are the notes' own. These GGSIPU BBA Sem 8 Mergers and Corporate Restructuring notes run from page 5 to 64. Notes for every other paper: GGSIPU BBA notes.
BBA 422 Unit 1: Meaning of Corporate Restructuring
Pages 5 to 19, 11 sections. Definitions (Bowman and Singh; Weston, Mitchell and Mulherin), 14 reasons to restructure, scope, four groups of modes, then each strategy from disinvestment to slump sale and reverse demerger, with Companies Act, SEBI, CCI and tax angles. No numericals; 8 short-answer and 8 long-answer questions.
| Basis | Demerger | Hive-off |
|---|---|---|
| Consideration goes to | Shareholders | Parent company |
| After transfer | Two independent companies | Parent and subsidiary |
| Control of division | Parent loses it | Parent keeps it |
| Tax | Neutral if Sec. 2(19AA) met | Usually taxable |
Quick look: demerger vs hive-off (from page 14)
- Basis
- Consideration goes to
- Demerger
- Shareholders
- Hive-off
- Parent company
- Basis
- After transfer
- Demerger
- Two independent companies
- Hive-off
- Parent and subsidiary
- Basis
- Control of division
- Demerger
- Parent loses it
- Hive-off
- Parent keeps it
- Basis
- Tax
- Demerger
- Neutral if Sec. 2(19AA) met
- Hive-off
- Usually taxable
BBA 422 Unit 2: Merger and Amalgamation
Pages 20 to 34, 17 sections: AS 14 and its five merger conditions, pooling of interests vs purchase method, goodwill and capital reserve, four ways to compute purchase consideration, Realisation Account, inter-company holdings, swap ratio, synergy, cost of merger, tax sections, NCLT procedure and stamp duty. Six illustrations; 8 short-answer and 8 long-answer or practical questions.
Quick look: how the swap-ratio basis changes EPS (from page 29)
- A Ltd: EPS ₹5, MPS ₹50. T Ltd: EPS ₹3, MPS ₹24, 2,00,000 shares. Combined earnings ₹26,00,000.
- EPS basis 0.6: 1,20,000 new shares; post-merger EPS ₹5.00, no change.
- MPS basis 0.48: 96,000 new shares; post-merger EPS ₹5.24.
- A gains; T's equivalent EPS falls to ₹2.52 from ₹3.00.
BBA 422 Unit 3: Takeovers and Financial Restructuring
Pages 35 to 50, 15 sections. Part A: seven types of takeover (L&T and Mindtree as the hostile case), the legal framework, the SEBI takeover code (excerpt below), eleven defence tactics, payment of consideration and bailout takeovers under the IBC. Part B: Sections 61, 48 and 66 and internal reconstruction. One full reconstruction problem plus offer-price and escrow examples; 8 short-answer and 8 long-answer or practical questions.
| Item | ₹ |
|---|---|
| Equity shares reduced from ₹10 to ₹4 | 3,00,000 |
| Preference shares reduced from ₹100 to ₹80 | 40,000 |
| Creditors forgo part of claim | 10,000 |
| Left after ₹3,30,000 written off, to Capital Reserve | 20,000 |
Quick look: Weak Ltd's Capital Reduction Account (from page 48)
- Item
- Equity shares reduced from ₹10 to ₹4
- ₹
- 3,00,000
- Item
- Preference shares reduced from ₹100 to ₹80
- ₹
- 40,000
- Item
- Creditors forgo part of claim
- ₹
- 10,000
- Item
- Left after ₹3,30,000 written off, to Capital Reserve
- ₹
- 20,000
BBA 422 Unit 4: Approaches to Valuation
Pages 51 to 64, 13 sections: net asset, yield and fair value of shares; business value by assets, earnings, multiples and DCF; goodwill by five methods and brands by relief-from-royalty; Damodaran's adjustments for private, loss-making and start-up firms; value drivers, EVA, MVA and CFROI. Seven illustrations; 9 short-answer and 8 long-answer or practical questions.
| Step | Working | ₹ crore |
|---|---|---|
| NOPAT | 50 × (1 − 0.25) | 37.50 |
| WACC | (0.6 × 15%) + (0.4 × 7.5%) = 12% | n/a |
| Capital charge | 200 × 12% | 24.00 |
| EVA | 37.50 − 24.00 | 13.50 |
Quick look: EVA with EBIT ₹50 crore and capital ₹200 crore (from page 61)
- Step
- NOPAT
- Working
- 50 × (1 − 0.25)
- ₹ crore
- 37.50
- Step
- WACC
- Working
- (0.6 × 15%) + (0.4 × 7.5%) = 12%
- ₹ crore
- n/a
- Step
- Capital charge
- Working
- 200 × 12%
- ₹ crore
- 24.00
- Step
- EVA
- Working
- 37.50 − 24.00
- ₹ crore
- 13.50
BBA 422 exam corner: 33 short-answer and 32 long-answer questions by unit
Each unit ends with an "Important Questions for Exam" list in two bands, "2–5 marks" and "10–15 marks"; answers sit in that unit's sections.
| Unit | Short (2–5 Marks) | Long (10–15 Marks) | Illustrations |
|---|---|---|---|
| Unit 1 | 8 | 8 | 0 |
| Unit 2 | 8 | 8 | 6 |
| Unit 3 | 8 | 8 | 1 |
| Unit 4 | 9 | 8 | 7 |
BBA 422 exam questions and solved illustrations per unit
- Unit
- Unit 1
- Short (2–5 Marks)
- 8
- Long (10–15 Marks)
- 8
- Illustrations
- 0
- Unit
- Unit 2
- Short (2–5 Marks)
- 8
- Long (10–15 Marks)
- 8
- Illustrations
- 6
- Unit
- Unit 3
- Short (2–5 Marks)
- 8
- Long (10–15 Marks)
- 8
- Illustrations
- 1
- Unit
- Unit 4
- Short (2–5 Marks)
- 9
- Long (10–15 Marks)
- 8
- Illustrations
- 7
The BBA 422 notes list 33 short-answer and 32 long-answer exam questions across 4 units, plus 14 solved illustrations.
Four exam-style questions with answer pointers:
- Unit 1: What is a slump sale? How is it taxed? Lump-sum transfer of an undertaking (Sec. 2(42C)); gain under Sec. 50B = consideration minus net worth, long-term after 36 months (page 14).
- Unit 2: Treatment of goodwill and capital reserve? Purchase method only: goodwill = consideration minus net assets, amortised within five years; the reverse is capital reserve (pages 22 and 23).
- Unit 3: What is a bailout takeover? A sound company revives a sick one; now through IBC resolution plans, e.g. Tata Steel and Bhushan Steel, 2018 (pages 42 and 43).
- Unit 4: What is Enterprise Value? Equity + debt + preference capital + minority interest − cash (page 54).
More practice sits in the BBA 422 important questions.
SEBI SAST open offer triggers in takeover regulation: excerpt from page 37 of the BBA 422 notes
Excerpt from page 37
SEBI (SAST) Regulations, 2011: the takeover code
The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 were framed on the recommendations of the Achuthan Committee (2010) and replaced the SAST Regulations of 1997. Their purpose is to protect small, public shareholders: whenever someone makes a substantial acquisition or takes control of a listed company, the public shareholders must get a chance to exit at a fair price.
Triggers for a mandatory open offer
- Reg. 3(1), initial threshold: if an acquisition takes the acquirer's holding (together with persons acting in concert) to 25% or more of the shares or voting rights, an open offer must be made.
- Reg. 3(2), creeping acquisition: an acquirer who already holds 25% or more, but less than the maximum permissible non-public shareholding of 75%, may add up to 5% in a financial year without an open offer. Buying beyond 5% in that year triggers an offer.
- Reg. 4, acquisition of control: acquiring control of the target triggers an open offer whatever the size of the shareholding.
- Reg. 5, indirect acquisition: taking control of the target indirectly, by acquiring its holding or promoter company, also triggers an open offer.
Voluntary open offer (Reg. 6)
An acquirer holding 25% or more, but less than 75%, may choose to make an open offer to consolidate its holding. A voluntary offer must be for at least 10% of the total shares, and it cannot take the holding beyond the maximum permissible non-public shareholding.
Offer size (Reg. 7)
- A mandatory open offer under Regulations 3 and 4 must be for at least 26% of the total shares of the target company.
- A voluntary open offer must be for at least 10%.
The other laws on the same page
Page 37 also finishes the legal-framework table for takeovers. Under the Competition Act, 2002 (Sections 5 and 6), prior CCI approval is needed when a deal crosses asset or turnover thresholds, or a deal value of ₹2,000 crore with substantial operations in India.
SEBI's LODR Regulations govern disclosure and minimum public shareholding, and the Insider Trading Regulations bar dealing on unpublished price-sensitive information about the deal. The Delisting Regulations apply if the acquirer wants to delist, FEMA covers foreign acquirers, and the IBC covers stressed companies.
Do the BBA 422 notes cover the full GGSIPU syllabus?
Yes. Every topic the official PDF lists for Units I to IV has a section in the notes. The PDF prints "Reserve demerger"; the notes treat it as reverse demerger and say so on page 15.
| Official unit | Official topics | In the notes | Status |
|---|---|---|---|
| Unit I | Meaning, needs, scope, modes, Indian and global scenario; mergers, acquisitions, takeovers, disinvestments, strategic alliances, demerger and hive offs, slump sale, asset sale, reserve demerger; regulatory, tax, accounting aspects | Sections 1 to 9, pages 5 to 18 | Covered |
| Unit II | AS 14, pooling of interest and purchase methods, goodwill and capital reserve, purchase consideration, inter companies holdings, legal aspects, stamp duty, swap ratio, impact on EPS, MPS and P/E, synergy, cost of merger, Realization Account | Sections 1 to 15, pages 20 to 33 | Covered |
| Unit III | Takeovers, SEBI regulations, payment of consideration, bailout takeovers, takeover of sick units; reorganization of share capital, internal reconstruction | Sections 1 to 13, pages 35 to 49 | Covered |
| Unit IV | Valuation of shares, business, intangibles, private companies, firms with negative earnings, start-ups; DCF value enhancement; EVA, CFROI | Sections 1 to 11, pages 51 to 63 | Covered |
BBA 422 official syllabus topics mapped to the notes
- Official unit
- Unit I
- Official topics
- Meaning, needs, scope, modes, Indian and global scenario; mergers, acquisitions, takeovers, disinvestments, strategic alliances, demerger and hive offs, slump sale, asset sale, reserve demerger; regulatory, tax, accounting aspects
- In the notes
- Sections 1 to 9, pages 5 to 18
- Status
- Covered
- Official unit
- Unit II
- Official topics
- AS 14, pooling of interest and purchase methods, goodwill and capital reserve, purchase consideration, inter companies holdings, legal aspects, stamp duty, swap ratio, impact on EPS, MPS and P/E, synergy, cost of merger, Realization Account
- In the notes
- Sections 1 to 15, pages 20 to 33
- Status
- Covered
- Official unit
- Unit III
- Official topics
- Takeovers, SEBI regulations, payment of consideration, bailout takeovers, takeover of sick units; reorganization of share capital, internal reconstruction
- In the notes
- Sections 1 to 13, pages 35 to 49
- Status
- Covered
- Official unit
- Unit IV
- Official topics
- Valuation of shares, business, intangibles, private companies, firms with negative earnings, start-ups; DCF value enhancement; EVA, CFROI
- In the notes
- Sections 1 to 11, pages 51 to 63
- Status
- Covered
Official source: BBA Scheme & Syllabus (NEP based, revised), w.e.f. 2024-25; BBA 422 is on page 218.
Unit II names only AS 14, so Ind AS 103 appears as an awareness box. Tax sections follow the Income-tax Act, 1961, with a note that the 2025 Act renumbers them from 1 April 2026. Every course in GGSIPU notes is mapped to its official PDF the same way.
Who writes and checks the BBA 422 corporate restructuring notes?
- Sheetal Kirola: author and reviewer; Academic Head, Unnati Educations; M.Ed.; 7 years of experience. Profile
The 2026-27 edition follows the revised BBA scheme (w.e.f. 2024-25) and includes 2023 to 2025 deals such as the HDFC merger and the Jio Financial Services demerger. Last updated 13 October 2026; see the editorial policy.
The same team prepares GGSIPU important questions for every course.
BBA 422 and the GGSIPU BBA Sem 8 papers it connects to
BBA 422 has no lab; credits for every paper are on the GGSIPU BBA syllabus page.
Semester 8 core papers are BBA 402 Research Ethics and Writing and BBA 404 AI and ML in Business.
- Unit 4 → BBA 424 Financial Analytics: DCF, EV/EBITDA and EVA workings (pages 54 to 62).
- Unit 3 → BBA 420 Financial Risk Management: leveraged buy-outs, escrow and distress value.
- Builds on: BBA 316 Corporate Accounting (journal entries), BBA 301 Financial Management (WACC) and BBA 421 Corporate Taxation (Sections 47, 72A, 50B).
How to write BBA 422 answers: AS 14 journal entries, swap-ratio numericals and fifteen-mark theory answers
For a long theory answer the notes give a fixed order: Meaning → Definitions → Features → Types → Need → Modes → Indian example (page 6). For India, end with a deal such as Reliance and Jio Financial Services.
Quote section numbers in law answers: Sections 230 to 234 of the Companies Act, Sections 5 and 6 of the Competition Act, SEBI SAST 2011 (page 17). For takeovers, learn one line: 25% trigger, 26% offer, 5% creeping, 10% voluntary, disclosures at 5% and every 2% (page 40).
Practicals follow fixed steps. Internal reconstruction: journal entries, Capital Reduction Account, revised balance sheet; any balance goes to Capital Reserve, never P&L (page 48). In the transferor's books, settle preference shareholders first (page 25).
Worked example (pages 23 and 24): assets taken over ₹11,00,000, liabilities ₹1,50,000, so purchase consideration by the net assets method = ₹9,50,000. Formula, table, answer: each step earns marks.
In Unit 4, show more than one valuation method where allowed and say which you prefer (page 51). Practise this format on GGSIPU BBA important questions.
BBA 422 corporate restructuring notes FAQs
How do I get the full BBA 422 notes?
Send a WhatsApp message to 9899436384 using the "Get Full Notes" button on this page. The BBA 422 notes come only as a printed book, not as a PDF, with all 4 units on 64 pages. Delivery takes a maximum of 5 to 7 days, and the exact time depends on your location. You confirm your delivery address in the same chat.
Is BBA 422 compulsory for every BBA Semester 8 student?
No. BBA 422 is a Finance major elective on the BBA (Hons.) route. The scheme asks students to select three Semester 8 major electives, and the Finance list is BBA 420, BBA 422 and BBA 424. The Hons. with Research route takes BBA 412 Research Project/Dissertation instead. Electives run only at the college's discretion, so check your institute's list.
What is the passing mark for BBA 422?
BBA 422 is marked out of 100: 40 internal and 60 end-term, as the BBA scheme of examination states for all theory courses. The scheme and syllabus PDF does not print a pass percentage for this paper. End-term minimums, results and re-appear rules are set by the university's Ordinance 11 on ipu.ac.in, so check the current ordinance and your exam notice.
Which unit of BBA 422 has the most numericals?
Unit 4, Approaches to Valuation, has the most: 7 illustrations on net asset and yield value, DCF value per share, goodwill by five methods, the venture capital method, EVA and CFROI. Unit 2 follows with 6 on purchase consideration, AS 14 entries, inter-company holdings, swap ratio and cost of merger. Unit 3 has one full internal reconstruction problem, and Unit 1 is theory.
Do the BBA 422 notes follow AS 14 or Ind AS 103?
Both are explained, with AS 14 as the main standard because the syllabus names it in Unit II. The notes set out the five merger conditions, the pooling and purchase methods, and goodwill amortised within five years. A box on page 22 explains Ind AS 103: acquisition method only, goodwill tested for impairment, and pooling only for common-control combinations.
Get the full BBA 422 Mergers and Corporate Restructuring Notes on WhatsApp
These Mergers and Corporate Restructuring notes in English come as a printed book with full workings and a revision table per unit.
| Unit | Pages | Illustrations | Questions |
|---|---|---|---|
| Unit 1 | 5 to 19 | 0 | 8 + 8 |
| Unit 2 | 20 to 34 | 6 | 8 + 8 |
| Unit 3 | 35 to 50 | 1 | 8 + 8 |
| Unit 4 | 51 to 64 | 7 | 9 + 8 |
What is inside the BBA 422 notes book
- Unit
- Unit 1
- Pages
- 5 to 19
- Illustrations
- 0
- Questions
- 8 + 8
- Unit
- Unit 2
- Pages
- 20 to 34
- Illustrations
- 6
- Questions
- 8 + 8
- Unit
- Unit 3
- Pages
- 35 to 50
- Illustrations
- 1
- Questions
- 8 + 8
- Unit
- Unit 4
- Pages
- 51 to 64
- Illustrations
- 7
- Questions
- 9 + 8
Format: printed book only, not available as a PDF. Delivery: maximum 5 to 7 days; the rest depends on your location. If you revise from these BBA 422 Mergers and Corporate Restructuring IPU notes, order early to finish all four units before the date sheet.
Order the BBA 422 notes book on WhatsApp (4 units, 64 pages)
Unnati Educations is an independent education provider based in Vikaspuri, Delhi. We are not affiliated with, authorised by, or endorsed by Guru Gobind Singh Indraprastha University (GGSIPU). 'GGSIPU' and 'IPU' are used only to describe the syllabus our notes follow. For official information, visit ipu.ac.in.
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