Jainam Valuation Services...

1

39

4

Allotment of Securities for Consideration

2

54

1

Issues of Sweat Equity Shares in case of unlisted Companies

3

62

1 (c)

Issue of Shares / convertible securities on preferential basis by unlisted

Company for cash or for consideration other than cash.

4

67

3 (b)

Provision of money by company for purchase of its own shares by employees or by trustees for the benefits of employees.

5

191

-

Payment (Other than in Cash) to directors by way of compensation for loss of office or as consideration for retirement from office in connection with transfer of undertaking, property or shares of the company.

6

192

2

Directors of a company or its holding, subsidiary or associates company or any person connected with him acquires or wants to acquire asset from the company for consideration other than cash, or vice versa.

7

230

2 (c) (v)

In case of any scheme of corporate debt restructuring.

8

230

11

Offer of takeover of an unlisted company as a result of compromise or arrangement

9

230

3

For Valuation including Swap ratio under a scheme of compromise.

10

232

2

In case of any scheme for the reconstruction of the company or companies involving merger/amalgamation or demerger.

11

232

3 (h) (b)

Exit for dissenting shareholders or transferor company.

12

236

2

Purchase of minority shareholding.

13

281

1 (a)

Submission of report by company Liquidator in case of winding up oreder by NCLT.

1

CIRP 27

Appointment of Registered Valuer

The RP shall within 7 days of his appointment, appoint two registered valuers to determine the liquidation value of the corporate debtor in accordance with regulation 35.

2

CIRP 35

Liquidation Value

The 2 registered valuers appointed under reg 27 shall submit to the IRP, an estimate of the liquidation value. If in the opinion of the IRP, the two estimates are significantly different, he may appoint another registered valuer who shall submit an estimate in the same manner. The average of the 2 closest estimates shall be considered the liquidation value.

3

VLR 3(2) & 59(3)

Initiation of voluntary liquidation

Where a corporate person intends to liquidate itself voluntarily, the declaration shall be accompanied by the report of the valuation of assets of the corporate person, prepared by a registered valuer.

4

VLR 38(1)

Final report prior to dissolution

The liquidator shall prepare a sale statement of assets showing the value realized lesser than the value assigned by the registered valuer.

1

SEBI Delisting regulations-23

Rights of public shareholders in case of compulsory delisting

Where equity shares are delisted by a recognized stock exchange, the stock exchange shall appoint an independent valuer or valuers who shall determine the fair value of the delisted equity shares from out of its panel of expert valuers.

2

SEBI ICDR – 70

Preferential issue – conversion of debt into equity under strategic debt restructuring scheme

Conversion price shall be certified by two independent qualified valuers.

3

SEBI ICDR – 73

Disclosures – consideration other than cash

Where specified securities are issued on a preferential basis for consideration other than cash, the valuation of assets in consideration for which the equity shares are issued shall be done by an independent qualified valuer, which shall be submitted to the recognized stock exchange where the equity shares are listed; provided that if the stock exchange is not satisfied with the appropriateness of the valuation, it may get the valuation done by any other valuer.

4

SEBI ICDR annexure to the due diligence certificate

Revaluation certificate

Revaluation certificate of the issuing company’s assets given by an approved valuer.

5

SEBI LODR Part C – reg | 18(3)

Role of audit committee

Valuation of undertakings or assets of the listed entity, wherever it is necessary.

6

SEBI SAST regulations – 8

Offer price

The open offer for acquiring shares under regulations 3, 4, or 6 shall be determined in accordance with sub-clause (2) or (3), (2)(e) where the shares are not frequently traded, the price determined by acquirer and manager to the open offer taking into account valuation parameters including, book value, comparable trading multiplies and such other parameters as are customary for valuation of shares of such companies; or the per share value computed under sub-reg (5), (16) for the purposes of clause (e) of sub-reg (2) and sub- reg (4), the Board may, require valuation of the shares by an independent merchant banker or an independent CA.

7

SEBI Issue of Sweat equity

Valuation of IP

The value of the IP or technical know-how to be received from employee, along with valuation report to be attached to the notice to shareholders for approval of sweat equity shares.

1

RBI – scheme for issue of

Valuation of shares of foreign company

Valuation to be made by an IB, or based on the current market capitalization of the company

1.1

FCCB and ordinary shares

Acquired against ADR/GDR

Valuation to be made by an IB, or based on the current market capitalization of the company

2

RBI

Acquisition of shares of foreign company

Investment by way of remittance from India in existing company,

2.1.

RBI

Through approval route

Valuation of shares of the company outside India shall be made, where the investment is more than USD 5 mn by a MB or by an IB registered outside India, in other cases by a CA or CPA.

3

RBI

Transfer by way of sale of shares of a JV/WOS outside India, not involving write off

Value to be certified by a CA or CPA*

4

RBI Guidelines Issued 01-Sep-2016

Sale of stressed assets by banks

Banks should have a clear policy for valuation of assets proposed to be sold and whether they will rely on internal or external valuation; in case of exposures beyond INR 50 Cr, banks shall obtain 2 valuation reports; however, discount rate to be used will be spelt out by the bank’s policy.

1

56 – rule 11UA

Valuation of unlisted shares; Jewellery, works of art;

Rule 11UA specifies a formula or valuation by a merchant banker using DCF method.

2

Wealth tax Act, Schedule III [see sec 7(1)]

Rules for determining the value of assets

Part D provides methodology for valuing assets of business. H provides methodology for valuing other assets.

3

28 (via)

Profits and gains from conversion of inventory into capital assets

Rule 11UAB

4

56(2)(x)

Any person receives any property without consideration or for inadequate consideration

Banks should have a clear policy for valuation of assets proposed to be sold.

5

50CA

Special provision for full value of consideration for transfer of shares other than quoted shares

Fair market value is the full value of consideration, where shares are transferred at less than fair market value.

1

Valuation for Transactions

Business purchase, Business sale, Mergers and Acquisitions, Reverse Merger, Leverage Buy Out, Management Buy Out, Management Buy In, Buy Sell Agreement, ESOP

2

Joint Venture

When contributions to the venture may be a mix of tangible and intangible assets.

3

Valuation for court cases

Contractual disputes, Ownership disputes, dissenting and oppressive shareholders cases, divorce cases, intellectual property disputes, Family dispute for business of the Group and other.

4

Valuation for Planning

Estate Planning, Personal Financing Planning, Strategic Planning.

5

Special provision for full value of consideration for transfer of shares other than quoted shares

Fair market value is the full value of consideration, where shares are transferred at less than fair market value.