Valuation Needed -Registered Valuer of Financial Assets

Valuation requirements in case of Registered Valuer of Financial Assets in India

A Valuation report in respect of shares, property or assets, tangible and intangible, movable and immovable, of the company must be prepared by a Registered Valuer in case or instance of a compromise or agreement between members (such as in mergers or amalgamations) or with creditors (such as in corporate debt restructuring),

As a Registered Valuer of Financial Assets in India, Share valuable information on the key valuation requirements under the Companies Act 2013 in India. This comprehensive summary aims to raise awareness about our services related to the valuation of financial assets.

Overview of the valuation requirements, including reference points, activities, and trigger points for each valuation:

Serial No.	Reference	Activity	Trigger Point of Valuation
1.	Section 8 read with Rule 21 and 22 of the Companies (Incorporation) Rules, 2014	Valuation of assets of a Section 8 Company when it is to be converted into any other type of company	Before filing for such conversion
2.	Section 39 read with Rule 12(5) of the Companies (Prospectus and Allotment of Securities) Rules, 2014	Issue of shares for consideration other than cash – requirement for valuation of the consideration	When filing the return of allotment for issue of shares for consideration other than cash
3.	Section 54 read with Rule 8(6) of the Companies (Share Capital) Rules, 2014	Fair price justification for issue of sweat equity shares	Before the approval of issue of sweat equity shares
4.	Section 54 read with Rule 8(7) of the Companies (Share Capital) Rules, 2014	Valuation of IP / know how acquired by issue of sweat equity shares to be valued	Before the approval of issue of sweat equity shares
5.	Section 62(1)(c) read with Rule 13(1) of the Companies (Share Capital and Debentures) Rules, 2014.	Share issue (other than rights and ESOP)	Before pricing the issue
6.	Section 67(3) read with Rule 16(1)(c) of the Companies(Share Capital and Debentures) Rules, 2014	Determination of price of issue by an unlisted entity when shares are issued to employees/ trust to which the company is providing loan for such purchase	Before the approval of the transaction
7.	Section 73 read with Rule 2(ix) of the Companies(Acceptance of Deposits) Rules, 2014	To determine that bonds /debentures issued are secured (and hence not adeposit), valuation of the assets provided as security	Before the issue of such bonds /debentures
8.	Section 230(2) and Section 230(3) of Companies Act 2013	Filing of a compromise or arrangement amongst creditors / shareholders	Before the filing of application.
9.	Section 232 of  Companies Act 2013	Mergers and amalgamations	When Board places them report to the members
10.	Section 236 of  Companies Act 2013	Acquisition of minority stake by these holding 90 % or more.	Before making such offer for the buyout of the shares from the minority holders
11.	Section 281(1)(a) of  Companies Act 2013	Valuation of assets at the time of winding up of the company	Once the Liquidator is appointed

NEW OPPORTUNITY FOR REGISTERED VALUERS UNDER THE INCOME TAX ACT 1961

Overview of valuation requirements under various Indian laws and regulations

1. Valuation Requirements Across Laws

Purposes of Valuation:

• Fresh Issue of Shares: Required under RBI (FDI/ODI), Income Tax, Company Law, SEBI.
• Transfer of Shares: RBI (FDI/ODI), Income Tax.
• Business Combinations / Schemes: Company Law, SEBI, Financial Reporting.
• ESOP / Sweat Equity: Income Tax, Company Law, Financial Reporting.

2. Under Companies Act, 2013

Valuation is triggered for:

• Conversion of Section 8 companies.
• Issue of shares for non-cash consideration.
• Sweat equity (fair price and IP valuation).
• Share issues (non-rights/ESOP).
• Employee share schemes.
• Secured debentures.
• Compromise/arrangement filings.
• Mergers, acquisitions, and minority stake buyouts.
• Winding up (Section 281).

3. Under Insolvency and Bankruptcy Code (IBC), 2016

Valuation is required:

• During CIRP (by two valuers, or third if needed).
• In liquidation (if CIRP valuation is outdated).
• For voluntary liquidation.

4. Under Indian Accounting Standards (Ind AS)

Valuation triggers include:

• Revaluation of PPE (Ind AS 16).
• Fair value of financial instruments (Ind AS 109).
• Investment property (Ind AS 40).
• Impairment testing (Ind AS 36).
• ESOP/SAR accounting (Ind AS 102).
• Business combinations (Ind AS 103).
• Non-current assets held for sale (Ind AS 105).
• Lease accounting (Ind AS 116).
• Employee benefits (Ind AS 19).
• Government grants (Ind AS 20).
• Biological assets (Ind AS 41).

5. Under FEMA (FDI/ODI Master Directions)

Valuation is required for:

• Inbound/outbound investments.
• Buybacks.
• Share swaps.
• Transfer of shares between residents and non-residents.

6. Under Income Tax Act, 1961

Valuation applies to:

• Purchase/sale of unlisted shares (Section 56(2)(x), 50CA).
• Premium share issues (Section 56(2)(vii)(b)).
• ESOPs (Section 17).
• Arm’s length pricing (Section 92, 93).
• Slump sale (Section 50B).
• Sweat equity valuation (Section 115WC).

7. Under SEBI Regulations

Valuation is required for:

• NAV disclosures (LODR).
• Offer pricing (Takeover Code).
• Preferential issues (ICDR).
• Asset valuation for REITs/InvITs.
• Delisting of equity shares.

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At Rajput Jain and Associates, we specialize in providing advisory services through tailored solutions to help businesses meet both their unique and regular objectives. With a team of experienced professionals working with a client-specific approach, we are committed to driving measurable results and fostering long-term success for our clients across varied sectors.

Our expertise spans the following domains:

1. Business Strategy and Planning
2. Corporate Insolvency Resolution (CIR) Process
3. Corporate Insolvency Resolution Process (CIRP) Audits
4. IBC Advisory Services:
   • Resolution Plan Preparation
   • Arranging Prospective Buyers for CIRP and Liquidation Matters
   • Accounting and Taxation Services for CIRP Care
   • Liquidation Process
   • Prepackaged/ Individual Insolvency
   • Corporate Debtor (CD) Operations
   • Account and Finance Management
   • Compliance and Technical Services
   • Advisory to Committee of Creditors (CoC)
   • Building Resolution Plans
   • Accounting and Taxation Services for Liquidation Matters
   • Section 29A Certificate Issuance
   • Financial Bid Evaluation before Section 29A Due Diligence
   • Voluntary Liquidation Process
   • Forensic audit

We would welcome the opportunity to discuss how Rajput Jain and Associates can support your initiatives and requirements. Whether you are seeking valuation services or exploring ways to invest, restructure, or improve internal processes, we are here to help.

Please feel free to schedule a call or meeting at your convenience. You can reach us at singh@carajput.com or at 9555 555 480.