30/10/2013

Registered Valuer
Companies Act, 2013
Registered Valuers
Registered Valuers
Financial Valuer Technical Valuer
A Chartered
Accountant, Company
Secretary or Cost
Accountant in whole time
practice or retired member
of Indian Corporate law
Service or any other person
as prescribed.
A Merchant Banker
registered with SEBI and
which has in employment
under it CA/CS/CWA for
carrying out (signing)
Valuation by such qualified
persons.
Member of the Institute
of Engineers or Member
of the Institute of
Architects in whole time
practice.
A person or firmor LLP or
Merchant Banker
possessing both
qualifications may act in
dual capacity.
Shall have 5 Years
of Continuous
Experience, Post
Qualification
Shall have 5
Years of
Continues
Experience, Pos
t Qualification
Stock, Shares,
Debentures,
Securities,
Goodwill
Property
Persons eligible to apply for being Registered as Valuer
Registered
Valuer to be
appointed by
Audit Committee
or in its absence
by the Board of
Directors.
Registered Valuers
Registered
Valuer
Further Issue
of Shares
Compromise
and
Arrangements
Winding up /
Liquidation
Non Cash
Transactions
with
Directors
Exit to
Minority
Shareholders
Corporate
Debt
Restructuring
Registered Valuers
(Financial
Valuation)
Value
Responsibilities
Valuer to make impartial, true and fair
valuation
Not undertake valuation if directly or
indirectly interested
Exercise due diligence
Valuation to be done as per rules
Upon contravention
Fine 25,000 to 100,000
With intention to defraud
Imprisonment upto 1 year and
Fine- 1,00,000 to 5,00,000
Additionally upon contravention, to
refund remuneration received and also
liable for damages.
Section wise Requirement of Registered Valuers
Section 62(1)(c) For Valuing further Issue of Shares
Section 192(2) For Valuing Assets involved in Arrangement of Non Cash transactions involving Directors
Section 230(2)(c)(v) For Valuing Shares, Property and Assets of the company under a Scheme of
Corporate Debt Restructuring
Section 230(3) and 232(2)(d) For Valuation including Share swap ratio under a Scheme of
Compromise/Arrangement, a copy of Valuation Report by Expert, if any shall be accompanied
Section 232(3)(h) - Where under a Scheme of Compromise/Arrangement the transferor company is a listed
company and the transferee company is an unlisted company, for exit opportunity to the shareholders of
transferor company, valuation may be required to be made by the Tribunal
Section 236(2) For Valuing Equity Shares held by Minority Shareholders
Section 260(2)(c) For preparing Valuation report in respect of Shares and Assets to arrive at the Reserve
Price or Lease rent or Share Exchange Ratio for Company Administrator
Section 281(1)(a) For Valuing Assets for submission of report by Company Liquidator
Section 305(2)(d) For report on the Assets of the company for preparation of declaration of solvency
under voluntary winding up
Section 319(3)(b) For Valuing the interest of any dissenting member of the transferor company who did
not vote in favour of the special resolution, as may be required by the Company Liquidator
Section 325(1)(b) For valuation of annuities and future and contingent liabilities in winding up of
insolvent company
Registered Valuers (Draft Rules) Methods of Valuation
I. Before adopting methods, decide Valuation Approach-
Asset Approach
Income Approach
Market Approach
II. Valuer to consider following points while undertaking Valuation-
Nature of the Business and the History of the Enterprise from its inception
Economic outlook in general and outlook of the specific industry in particular
Book Value of the stock and the Financial condition of the business
Earning Capacity of the company
Dividend-Paying Capacity of the company.
Goodwill or other Intangible value
Sales of the stock and the Size of the block of stock to be valued
Market prices of stock of corporations engaged in the same or a similar line of business
Contingent Liabilities or substantial legal issues, within India and Abroad, impacting business
Nature of Instrument proposed to be issued, and nature of transaction contemplated by parties
Registered Valuers (Draft Rules) Methods of Valuation
III. Registered Valuer shall make valuation of any asset in accordance with any one or more of the
following methods-
a. Net Asset Value Method (NAV)
b. Market Price Method
c. Yield Method / PECV Method
d. Discounted Cash Flow Method (DCF)
e. Comparable Companies Multiples Method (CCM)
f. Comparable Transaction Multiples Method (CTM)
g. Price of Recent Investment Method (PORI)
h. Sum of the parts Valuation Method (SOTP)
i. Liquidation Value
j. Weighted Average Method
k. Any other method accepted or notified by RBI, SEBI or Income Tax Authorities
l. Any other method that valuer may deem fit provided adequate justification for use of suh method (and not
any of the above methods) is provided
IV. Registered Valuer shall make valuation of any asset as on the Valuation date and in accordance
with applicable standards, if any stipulated for this purpose.
V. Contents of Valuation report shall contain information as contained in Form 17.3
Registered Valuers (Forms) Contents of Valuation report
1) Description of valuation engagement
(a) Name of the client:
(b) Other intended users:
(c) Purpose for valuation:
(2) Description of business/ asset / liability being valued
(a) Nature of business or asset / liability
(b) Legal background
(c) Financial aspects
(d) Tax matters
(3) Description of the information underlying the valuation
(a) Analysis of past results
(b) Budgets, with underlying assumptions
(c) Availability and quality of underlying data
(d) Review of budgets for plausibility
(e) Statement of responsibility for information received
Registered Valuers (Forms) Contents of Valuation report
(4) Description of specific valuation of assets used in the business:
(a)Basis or bases of value
(b) Valuation Date
(c) Description of the procedures carried out
(d) Principles used in the valuation
(e) The valuation method used and reasoning
(f) Nature, scope and quality of underlying data and
(g) The extent of estimates and assumptions together with considerations underlying them
(5) Confirmation that the valuation has been undertaken in accordance with these Rules
(6) Further it is certified that valuation has been undertaken after taking into account relevant
conditions/regulations/rules/notifications, if any, issued by the Central/State Government(s) from time to time.
(i) The valuation report must clearly state the significant assumptions upon which the value is based.
When reporting there may be instances, where there are confidential figures, these must be
summarized in a separate exhibit
(ii) In his valuation report, the registered valuer must set out a clear value or range of values along with
the reasoning
(ii) In case the valuer has been involved in valuing any part of the subject matter of valuation in the
past, the past valuation report(s) should be attached and referred to herein. In case a different
basis has been adopted for valuation (than adopted in the past), the valuer should justify the
reason for such differences
About
Corporate Professionals
Offering varied legal & financial services, 'Corporate Professionals' has emerged as an innovative leader in
delivering corporate advisory & solutions. Aiming to become a one-stop-shop offering integrated legal and
financial solutions, the Group has successfully completed a high number of corporate transactions in the last
couple of years. We have successfully engaged in and executed over 3000 assignments of more than 1200
corporate houses, domestic as well as international, across several Industries.
The Group has distinctively positioned itself as Merchant Banker (SEBI Cat-I license) with Boutique
Investment Banking & Transaction Advisory services and as Legal Advisors with high quality comprehensive
Corporate Laws, Tax & Regulatory services. With an endeavor to satisfy our clients' stated as well as
unstated needs, we adopt the most feasible and legally viable approach to execute assignments in a
seamless, cost effective and time bound manner. High Integrity and Confidentiality in dealing with clients
and assignments undertaken is deeply inculcated in our team.
The Group prestigiously owns a strong skill set that comes from its research oriented, multi-
disciplinary, young and dynamic team. With right blend of legal and financial skills, continuous focus on
research and effective use of Information Technology, Corporate Professionals is creating customized
products, for different class of clients. Innovative flair of executing assignments with problem solving zeal
and use of Technology has enabled us to offer path breaking solutions. Not just for executing Clients'
Assignments but also in internal management, the Group adheres to a system driven approach.
The Group dedicates around 30% working time of its professional team on continuous research in the
dynamic legal and financial fields, with an object of creating a knowledge hub, extensive knowledge
dissemination and to develop skills of its team to deliver high quality services.
Corporate Professionals refers to one or more of group companies and its network of firms and other
entities, each of which is a separate legal, independent entity. For more details, please visit
www.corporateprofessionals.com.
Mr. Chander Sawhney
Vice President
M: +91 9810557353
D: +91 11 40622252
E: chander@indiacp.com
Mr. Maneesh Srivastava
Senior Manager
M: +91 9871026040
D: +91 11 40622255
E: maneesh@indiacp.com
Mr. Gaurav Kumar Barick
Assistant Manager
M: +91 8130141874
D: +91 11 40622241
E: gaurav@indiacp.com
Mr. Sameer Verma
Assistant Manager
M: +91 9911945607
D: +91 11 40622216
E: sameer@indiacp.com
Our Valuation Team
As Close As You Need
As Far As You Go
Delhi Office
D-28, South Ex., Part-I, New Delhi-110049,
D-38, South Ex., Part-I, New Delhi-110049,
T: +91 11 40622255
M:+ 91 9871026040,
E: info@indiacp.com
Mumbai Office
520, Mastermind- I, Royal Palms Estate, Aarey
Colony,
Goregaon East, Mumbai -400065
T: +91 2267109044
M:+ 91 9820079664
E: mahipal@indiacp.com
Indian Offices
Overseas Offices
Our Associates
India
Ahmedabad, Allahabad, Bangalore, Bhopal, Bhubaneshwar, Chandigarh, Chennai, Coimbatore, Goa, Guwahati, Gwalior, Hydera
bad, Indore, Jaipur, Jammu, Kanpur, Kochi, Kolkata, Lucknow, Ludhiana, Patna, Pune.
Overseas
Bulgaria, Belgium, British Virgin Islands, Canada, China, Costa Rica, Cyprus, European
Union, Germany, Hongkong, Ireland, Japan, Kenya, Malaysia, Mauritius, Singapore, Sri Lanka, Switzerland, The
Netherlands, Turkey, United Arab Emirates, United Kingdom, United States.
Bedford Office (United Kingdom)
2-4 Mill Street, MK40 3HD, Bedford
Switchboard: +44 (0) 2030063240,
E: ukoffice@indiacp.com