Registered Valuer for Valuation of Shares
Are you a start-up looking to get your valuation done or is your company issuing shares under private placement?
Your startup/ Business need to get the valuation done by a Registered Valuer for Valuation of Shares how to hold a valid certificate of practice with IBBI under securities and financial assets (S&FA)
Registered Valuer for Valuation of Shares When is it Compulsory?
Well the DIPP as made amendments to startup India policy relaxing the requirement of Merchant Banker certification, now the only prescribed persons to get a business valuation of shares of a start-up by a Registered Valuer, so startup find your registered valuer your CA and merchant bankers cannot help you with your valuation What are the cases Conditions when Valuation certificate by Registered Valuer is compulsory
|1||62(1)C||Valuation report for Further Issue of Shares||When a company having share capital proposes to increase its subscribed share capital by a fresh issue of shares, such shares shall be offered to:Ø Existing shareholders i.e. Rights Issue Ø Employees under a scheme of Employees’ Stock Option Ø Any other persons except those mentioned above, if authorised by a special resolution: Issue of shares on a Preferential Basis In all of the above cases, the price of the shares issued must be determined by the valuation report of a registered valuer subject to prescribed conditions.|
|2||192(2)||Valuation of Assets Involved in Arrangement of Non cash transactions involving Directors||In case of sale or purchase of any asset involving a company and the directors of the company (or its holding, subsidiary or associate company) or a person connected with the Director for consideration other than cash, the value of the assets has to be calculated by a Registered V|
|3||230(2)(c)(v)||Valuation of shares, property and assets of the Company under a scheme of Corporate Debt Restructuring||In case of a compromise or arrangement between members (such as in mergers or amalgamations) or with creditors (such as in corporate debt restructuring), a valuation report in respect of shares, property or assets, tangible and intangible, movable and immovable of the company, or a swap ratio report by a Registered Valuer is required.► In case of mergers, the directors are also required to circulate a report to members specifying, inter alia, any|
|4||230(3)||Valuation report along with Notice of creditors/shareholders meeting –Under scheme of compromise/Arrangement||In case of a compromise or arrangement between members (such as in mergers or amalgamations) or with creditors, a valuation report in respect of shares, property or assets, tangible and intangible, movable and immovable of the company, or a swap ratio report by a Registered Valuer is required.|
|5||232(2)(d)||The report of the expert with regard to valuation, if any, would be circulated for meeting of creditors/Members||Same as above|
|6||232(3)(h)||The Valuation report to be made by the tribunal for exit opportunity to the shareholders of transferor Company –Under the scheme of Compromise/Arrangement in case the Transferor company is Listed Company and the Transferee-company is an unlisted Company||Same as above|
Valuation of equity shares held by the Minority Share Holders
In case an acquirer or person acting in concert with the acquirer acquire 90% or more of the equity capital in a company, they can offer to the minority shareholder (or the minority shareholder can offer to the acquirer) to acquire the minority shareholding at a valuation determined by the Registered Valuer.
|8||260(2)(c)||Powers and duties of Company Administrator||A company administrator appointed by the Tribunal under section 258 of the Act to prepare a scheme of revival and rehabilitation of a sick company, shall perform such functions as may be directed by the Tribunal u/s 260. He/she may also cause to be prepared, inter alia, a valuation report in respect of the shares and assets in order to arrive at the reserve price for the sale of any industrial undertaking of the company or for the fixation of the lease rent or share exchange ratio.|
|9||281(1)||Valuing assets for submission of report by liquidator||A valuation of assets of the company prepared by the Registered Valuer is required in case of winding up, voluntarily or otherwise.|
|10||305(2)(d)||Declaration of insolvency in case of proposal to wind up voluntarily||Where a proposal for voluntary winding up has been made by a company, a declaration must be made by the board of directors that the Company has no debt or whether it will be able to pay its debt in full from the proceeds of assets sold in voluntary winding up. The declaration made must be accompanied by, among other things, a valuation report prepared by registered valuer of the assets of the company.|
|11||319(3)(b)||Power of Company Liquidator to accept shares etc, as consideration for sale of property of the Company||Any member of the transferor company who did not vote in favour of the special resolution and expresses his dissent therefrom in writing addressed to the Company Liquidator, and left at the registered office of the company within seven days after the passing of the resolution, may require the liquidator to purchase his interest at a price to be determined by agreement or the registered valuer.|
|12||Rule 2 of Companies (Acceptance of deposit) Rules, 2014||Exclusions from Deposits||As per the rule, deposit includes any receipt by way of deposit or loan or in any other form by a company but does not include, among other things, money raised by issue of debentures secured by a charge on company’s assets. The amount of such debentures shall not exceed the market value of the assets as determined by a registered valuer.|
|13||Rule 8 of Companies (Share capital and Debentures) Rules, 2014||Issue of Sweat Equity Shares||This rule applies to all companies except listed companies issuing sweat equity shares to its directors or employees. The rule prescribes that the sweat equity shares shall be issued at a price determined by a registered valuer as the fair price giving justification for such valuation. Also, the value of the intellectual property or know-how or any other value additions, for which the sweat equity shares have been issued to its directors or employees shall be determined by a valuation report of a registered valuer.If the sweat equity shares are issued for a non-cash consideration, the value of such non-cash consideration shall be based on a valuation report by a registered valuer. Additionally, if the sweat equity shares are issued pursuant to acquisition of an asset, the value of such asset shall also be determined based on a valuation report by a registered value.|
IBBI REGISTERED VALUER
As per the new procedure Only IBBI “Registered Valuer”, is authorized to conduct evaluations under the applicable provisions of the Companies Act, 2013. The Insolvency and Bankruptcy Code, SEBI ICDR Regulations, 2018 and SEBI (REIT and InvIT) Regulations have also defined Valuer as a person who is registered under section 247 of the Companies Act, 2013.
We at virtual auditor have a team of registered values who can support in Registered Valuer for Valuation of Shares
IBBI REGISTERED VALUER IN CHENNAI
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IBBI REGISTERED VALUER ANYWHERE IN INDIA
If you are looking out for Registered Valuer for valuation of shares any you may contact virtual auditor for best in class Startup valuation / Company Valuation services you can contact +91 7700089597