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CMA Raman Khanna
khanna1975@yahoo.co.in
27-December-2018
Valuation Needs / Reasons – a small list
Merger/
Acquisitions/
Demerger
IPO/Issue of
Securities
Preferential /
QIP / IPP
Issue
Conversion of
Securities
Takeover
Capital
Reduction
Buy-back ESOP
IPR
Valuations
Tangibles /
Intangibles
Other
Corporate
Restructuring
Financing
Needs
Ind AS
Companies
Act / NCLT
Various
Courts
Arbitration /
Mediation
SEBI IBC
RBI / FEMA Income Tax SARFAESI
Equity
Research
Dispute /
Litigation
Resolutions
Dissolution
Regulatory Framework
ApplicableLaws/Rules
Section 247 of Companies Act, 2013
(effective from 18-October-2017)
Companies (Registered Valuers and Valuation) Rules, 2017
(effective from 18-Oct-2017)
Valuation Standards
(Yet to be announced)
Applicability of Provisions for Registered Valuer:
(1) Companies Act, 2013
(2) The Securities and Exchange Board of India (Real Estate
Investment Trusts) Regulations, 2014 - SEBI (REIT) Regulations
(3) The Securities and Exchange Board of India (Infrastructure
Investment Trusts) Regulations, 2014 - SEBI (InvIT) Regulations
(4) Insolvency and Bankruptcy Code, 2016
S.N. Chapter / Sec /
Sub-Sec
Chapter / Sec / Sub-Sec Brief
1 Chapter IV
62
62(1)(c)
SHARE CAPITAL AND DEBENTRES
Further Issue of Share Capital
“to any persons, if it is authorized by a special resolution, whether or not those persons include the persons
referred to in clause (a) or clause (b), either for cash or for a consideration other than cash, if the price of such
shares is determined by the valuation report 6[of a registered valuer, subject to the compliance with the
applicable provisions of Chapter III and any other conditions as may be prescribed”
2 Chapter XII
192
192(2)
MEETING OF BOARDS AND ITS POWERS
Restriction on Non-cash Transactions Involving Director
“The notice for approval of the resolution by the Co. or holding Co. in general meeting under sub-section (1) shall
include the particulars of the arrangement along with the value of the assets involved in such arrangement duly
calculated by a registered valuer”
3 Chapter-XV
230
230(2)(c)(v)
COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS
Power to Compromise or Make Arrangements with Creditors and Members
“a valuation report in respect of the shares and the property and all assets, tangible and intangible, movable and
immovable, of the company by a registered valuer”
Specific sections under Companies Act, 2013 - Where Valuation by a
Registered Valuer is mandated
S.N. Chapter / Sec /
Sub-Sec
Chapter / Sec / Sub-Sec Brief
4 Chapter-XV
230
230(3)
COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS
Power to Compromise or Make Arrangements with Creditors and Members
“Where a meeting is proposed to be called in pursuance of an order of the Tribunal under sub-section (1), a notice
of such meeting shall be sent to all the creditors or class of creditors and to all the members or class of members
and the debenture-holders of the company, individually at the address registered with the company which shall be
accompanied by a statement disclosing the details of the compromise or arrangement, a copy of the valuation
report, if any, and explaining their effect on creditors, key managerial personnel, promoters and non-promoter
members, and the debenture-holders and the effect of the compromise or arrangement on any material interests
of the directors of the company or the debenture trustees, and such other matters as may be prescribed”
5 Chapter-XV
232
232(2)(d)
232(3)(h)
COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS
Merger and Amalgamation of Companies
“the report of the expert with regard to valuation, if any”
“where the transferor company is a listed company and the transferee company is an unlisted Co.-
(A) the transferee company shall remain an unlisted company until it becomes a listed company;
(B) if shareholders of transferor company decide to opt out of the transferee company, provision shall be made for
payment of the value of shares held by them and other benefits in accordance with a pre-determined price
formula or after a valuation is made, and the arrangements under this provision may be made by the Tribunal”:
S.N. Chapter / Sec /
Sub-Sec
Chapter / Sec / Sub-Sec Brief
6 Chapter-XV
236
236(2)
COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS
Purchase of Minority Shareholding
“The acquirer, person or group of persons under sub-section (1)shall offer to the minority shareholders of the
company for buying the equity shares held by such shareholders at a price determined on the basis of valuation by
a registered valuer in accordance with such rules as may be prescribed.
7 Chapter-XV
281
281(1)(a)
COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS
Submission of Report by Company Liquidator
“the nature and details of the assets of the company including their location and value, stating separately the
cash balance in hand and in the bank, if any, and the negotiable securities, if any, held by the company. Provided
that the valuation of the assets shall be obtained from registered valuers for this purpose”
Specific provisions under Insolvency Bankruptcy Code, 2016 - Where
Valuation by a Registered Valuer is mandated
Regulation 27 of the Insolvency and Bankruptcy Board of India (Insolvency
Resolution Process for Corporate Persons) Regulations, 2016 deals with
appointment of registered valuers.
It states that Resolution Professional (RP) shall within 7 days of his
appointment, appoint two registered valuers to determine the fair value and
the liquidation value of the corporate debtor in accordance with Regulation 35.
Under the Insolvency and Bankruptcy Board of India (Insolvency Resolution
Process for Corporate Persons) Regulations, 2016, ‘Registered Valuer’ means a
person registered as such in accordance with the Companies Act, 2013 and
rules made thereunder
Companies Act, 2013
Section 247 - Valuation by Registered Valuers
Sub-section - 1 – Cover valuation of any:
CoverProperty
Stocks
Shares
Deben-
tures
Securities
Goodwill
Any other
assets
Net worth
Liabilities
• a person having such qualifications
and experience
valued by
• as a valuerregistered
• of an organisation recognisedmember
• as may be prescribed
Manner, terms
and conditions
• audit committee or
• in its absence by BOD
appointed by
Sub-section - 2 – Duties and Obligations
make an impartial, true and fair valuation of any assets which
may be required to be valued
exercise due diligence while performing the functions as valuer
make the valuation in accordance with prescribed rules
not undertake valuation of any assets in which he has a direct or
indirect interest or becomes so interested at any time during a
period of 3 years prior to his appointment or 3 years after
valuation of assets was conducted by him.
Sub-section - 3 & 4 – Contraventions of Provisions of Act and Rules
• Fine – Minimum Rs. 25,000/- Maximum Rs. Rs. 1 Lakh
• Imprisonment + Fine = Maximum one year with fine
Minimum Rs. 1 lakh and Maximum Rs. 5 Lakhs - if
contravention done with the intention to defraud
company or its members
Punishment
u/s 247(3)
• If convicted u/s 247(3), he shall be liable to:
• (i) refund remuneration received to the company and
• (ii) pay damages to the Co. or to any other person for
loss arising out of incorrect or misleading statements
of particulars made in his report.
Damages
u/s 247(4)
Companies (Registered
Valuers and Valuation)
Rules, 2017
Chapters & Rules:
Chapter Chapter Name
Rules
Coverage
I PRELIMINARY 1 to 3
II ELIGIBILITY, QUALIFICATIONS AND REGISTRATION OF
VALUERS
3 to 11
III RECOGNITION OF REGISTERED VALUERS ORGANISATIONS 12 to 14
IV CANCELLATION OR SUSPENSION OF CERTIFICATE OF
REGISTRATION OR RECOGNITION
15 to 17
V VALUATION STANDARDS 18 to 19
VI MISCELLANEOUS 20 to 21
Rule-1 (3) – Applicability
These rules shall apply for valuation in respect of any
• property,
• stocks,
• shares,
• debentures,
• securities or
• goodwill or
• any other assets or
• net worth of a company or
• its liabilities
under the provision of the Act or these rules.
Explanation- It is hereby clarified that conduct of valuation under any other law other than the Act or these
rules by any person shall not be affected by virtue of coming into effect of these rules
Rule-2 - Definitions
• an authority specified by Central Govt. u/s 458 of Companies Act, 2013 to perform
the functions under these rulesAuthority
• a distinct gr. of assets like land & building, machinery & equipment, displaying similar
characteristics, that can be classified and requires separate set of valuers for valuation;Asset class
• certificate of recognition granted to a registered valuers organisation under Rule
13(5) and the term "recognition" shall be construed accordingly
Certificate of
recognition
• certificate of registration granted to a valuer under sub-rule (6) of rule 6 and the
term "registration" shall be construed accordingly
Certificate of
registration
• a registered valuers organisation recognised under Rule 13(5)Registered valuers
organisation
• standards on valuation referred to in rule 18
Valuation standards
• a person registered with the authority in accordance with these rules and the term
"registered valuer" shall be construed accordinglyValuer
Rule-3 Eligibility for registered valuers
1) A person (INDIVDUAL) shall be eligible to be a registered valuer if he:
a) Is a valuer member of a registered valuers organisation.
b) Is recommended by registered valuers organisation of which he is a valuer member for registration
as a valuer
c) Has passed valuation examination under rule 5 within 3 years preceding the date of making an
application for registration under rule 6
d) Possesses the qualifications and experience as specified in rule 4
e) Is not a minor
f) Has not been declared to be of unsound mind
g) Is not an undischarged bankrupt, or has not applied to be adjudicated as a bankrupt
Rule-3 Eligibility for registered valuers…………Contd
e) Is a person resident in India as defined u/s 2(v) of the FEMA, 1999
f) Not convicted for an offence punishable with imprisonment for a term exceeding 6 months or for
an offence involving moral turpitude, and a period of 5 years has not elapsed from the date of
expiry of sentence Provided that if a person has been convicted of any offence and sentenced to
imprisonment for a period of 7 years or more, he shall not be eligible to be registered
g) Not levied a penalty u/s 271J of Income Tax Act, 1961 and time limit for filing appeal before
Commissioner of Income-tax (Appeals) or Income-tax Appellate Tribunal (ITAT), as the case may be has
expired, or such penalty has been confirmed by ITAT, and 5 years have not elapsed after levy of such
penalty
h) Is a fit and proper person
Explanation- For determining whether an individual is a fit and proper person under these rules, the authority may take account of any
relevant consideration, including but not limited to following criteria:
i. Integrity, reputation and character
ii. Absence of convictions and restraint orders, and
iii. Competence and financial solvency
Rule-3 Eligibility for registered valuers…………Contd
2) No Partnership or Company shall be eligible to be a registered valuer if:
a) It has been set up for objects other than professional / financial services / valuation services and
in case of a company, it is a subsidiary/JV/associate of another Co. or body corporate
b) It is undergoing an insolvency resolution or is an undischarged bankrupt
c) All Partners / Directors are not ineligible under clauses (c), (d), (e), (f), (g), (h), (i), (j) and (k) of sub-
rule (1)
d) 3 / all partners / all directors, whichever is lower, of a partnership firm or Co. are not registered
valuers; or
e) None of its partners / directors is a registered valuer for the asset class
Rule-4 - Qualifications and experience
An individual shall have following qualifications and experience to be eligible for registration namely:-
Qualification
Post-graduate degree / diploma, in specified
discipline, from a University or Institute established,
recognised or incorporated by law in India
Bachelor's degree or equivalent, in specified
discipline, from a University or Institute established,
recognised or incorporated by law in India
Membership of a professional institute established
by an Act of Parliament enacted for the purpose of
regulation of a profession
Experience
Minimum 3 years of experience
in the specified discipline thereafter
Minimum 5 years of experience in the
specified discipline thereafter
Minimum 3 years experience after such
membership
Rule-4 - Qualifications and experience …………Contd
'specified discipline' mean specific discipline which is
relevant for valuation of an asset class for which
registration as a valuer or recognition as a registered
valuers organisation is sought under these rules.
Qualifying education and experience for various asset
classes, is given in Annexure-IV
For the purposes of this rule and Annexure-IV, 'equivalent'
shall mean professional and technical qualifications which
are recognised by the Ministry of HRD as equivalent to
professional and technical degree
Explanation-I
Explanation-II
Explanation-III
Rule-4 - Qualifications and experience …………Contd
ANNEXURE-IV - Eligibility Qualification and Experience for Registration as Valuer
Asset Class Eligibility - Qualifications
Experience in
specified
discipline
Plant and
Machinery
(i) Graduate in Mechanical, Electrical, Electronic and Communication,
Electronic and Instrumentation, Production, Chemical, Textiles, Leather,
Metallurgy, or Aeronautical Engineering, or Graduate in Valuation of Plant
and Machinery or equivalent
(ii) Post Graduate on above courses
(i) Five years
(ii) Three years
Land and
Building
(i) Graduate in Civil Engineering, Architecture, Town Planning or equivalent
(ii) Post Graduate on above courses and also in valuation of land and building
or Real Estate Valuation (a two-year full time post graduation course)
(i) Five years
(ii) Three years
Securities
or Financial
Assets
(i) Member of ICAI, ICSI, ICAI-CMA, Master of Business Administration or
Post Graduate Diploma in Business Management (specialisation in
finance).
(ii) Post Graduate in Finance
Three years
Three years
Rule-5 - Valuation Examination
(1) The authority shall on its own / through a designated agency, conduct valuation examination for
individuals, who possess qualifications and experience as specified in rule 4, to test their professional
knowledge, skills, values and ethics
(2) The authority shall determine the syllabus for various valuation specific subjects or assets classes for the
valuation examination on the recommendation of one or more Committee of experts constituted by the
authority in this regard.
(3) The syllabus, format and frequency of the valuation examination, including qualifying marks, shall be
published on the website of the authority at least 3 months before the examination.
(4) An individual who passes the valuation examination, shall receive acknowledgement of passing the examination.
(5) An individual may appear for the valuation examination any number of times
Rule-6 - Application for certificate of registration
1) Eligible Individual to apply in Form-A with Fees Rs. 5000/-
2) Eligible partnership entity or Company to apply in Form-B
with Fees Rs. 5000/-
Authority shall examine application, and may grant 21 days to
applicant to remove deficiencies, if any, in the application
Authority may require applicant to submit additional
documents or clarification within 21 days
Authority may require applicant to appear, within 21 days, in
person, or through its authorised representative for
explanation / clarifications required for processing application
If authority after scrutiny/inspection/inquiry satisfied that
applicant is eligible it may grant a certificate of registration in
Form-C of Annexure-II within 60 days of receipt of application,
excluding time given for presenting additional documents/
information/clarification or appearing in person
If, authority is of prima facie opinion that registration not be granted,
it shall communicate reasons for forming such an opinion within 45
days of receipt of application, excluding time given by it for removing
deficiencies, presenting additional documents or clarifications, or
appearing in person, as the case may be
Applicant shall submit an explanation as to why his/its application
should be accepted within 15 days of receipt of the communication to
enable the authority to form a final opinion
After considering explanation, if any, given by applicant under the
authority shall either:
a) accept the application and grant certificate of registration; or
b) reject the application by an order, giving reasons thereof
The authority shall communicate its decision to the applicant within
30 days of receipt of explanation.
Rule-7 - Conditions of Registration
Registration granted under rule 6 shall be subject to following conditions that the valuer shall:
a) at all times possess eligibility, qualification and experience criteria as specified under rule 3 & rule 4
b) at all times comply with provisions of the Act, rules and Bye-laws or internal regulations, as the case may be, of the
respective registered valuers organisation
c) in his capacity as a registered valuer, not conduct valuation of the assets or class(es) of assets other than for which
he/it has been registered by the authority
d) take prior permission of authority for shifting his/its membership from one registered valuers organisation to another
e) take adequate steps for redressal of grievances
f) maintain records of each assignment undertaken by him for at least 3 years from the completion of such assignment
comply with the Code of Conduct (Annexure-I ) of the registered valuers organisation of which he is a member
g) in case a partnership entity / company is the registered valuer, allow only the partner or director who is a registered
valuer for the asset class(es) that is being valued to sign and act on behalf of it
Rule-7 - Conditions of Registration…………Contd
h) in case a partnership entity / company is the registered valuer, it shall disclose to the company concerned, the extent of
capital employed or contributed in the partnership entity or the company by the partner or director, as the case may
be, who would sign and act in respect of relevant valuation assignment for the company
i) in case a partnership entity is the registered valuer, be liable jointly and severally along with the partner who signs and
acts in respect of a valuation assignment on behalf of the partnership entity;
j) in case a company is the registered valuer, be liable alongwith director who signs and acts in respect of a valuation
assignment on behalf of the company
k) in case a partnership entity or company is the registered valuer, immediately inform the authority on removal of a
partner or director, who is a registered valuer along with detailed reasons for such removal; and
l) comply with such other conditions as may be imposed by the authority
ANNEXURE-I
MODEL CODE OF CONDUCT FOR REGISTERED VALUERS
(See clause (g) of rule 7 and clause (d) of sub-rule (2) of rule 12)
Integrity and Fairness
1) A valuer shall, in the conduct of his/its
business, follow high standards of
integrity & fairness in all his/its dealings
with his/its clients & other valuers
2) A valuer shall maintain integrity by being
honest, straightforward, and forthright
in all professional relationships
3) A valuer shall endeavour to ensure that
he/it provides true and adequate
information and shall not misrepresent
any facts or situations
4) A valuer shall refrain from being
involved in any action that would bring
disrepute to the profession
5) A valuer shall keep public interest
foremost while delivering his services
Professional Competence and Due Care
6) A valuer shall render at all times high standards of service, exercise due diligence,
ensure proper care and exercise independent professional judgment
7) A valuer shall carry out professional services in accordance with the relevant
technical and professional standards that may be specified from time to time
8) A valuer shall continuously maintain professional knowledge and skill to provide
competent professional service based on up-to-date developments in practice,
prevailing regulations/guidelines and techniques
9) In the preparation of a valuation report, the valuer shall not disclaim liability for
his/its expertise or deny his/its duty of care, except to the extent that the
assumptions are based on statements of fact provided by the company or its
auditors or consultants or information available in public domain and not
generated by the valuer
10) A valuer shall not carry out any instruction of the client insofar as they are
incompatible with the requirements of integrity, objectivity and independence
11) A valuer shall clearly state to his client the services that he would be competent
to provide and services for which he would be relying on other valuers or
professionals or for which client can have a separate arrangement with other
valuers
ANNEXURE-I ……..Contd
MODEL CODE OF CONDUCT FOR REGISTERED VALUERS
(See clause (g) of rule 7 and clause (d) of sub-rule (2) of rule 12)
Independence and Disclosure of Interest
12) A valuer shall act with objectivity in his/its professional dealings by ensuring that his/its decisions are made without presence of
any bias, conflict of interest, coercion, or undue influence of any party, whether directly connected to valuation assignment or not
13) A valuer shall not take up an assignment if he/it or any of his/its relatives or associates is not independent in terms of association
to the company
14) A valuer shall maintain complete independence in his/its professional relationships and shall conduct the valuation independent of
external influences
15) A valuer shall wherever necessary disclose to the clients, possible sources of conflicts of duties and interests, while providing
unbiased services
16) A valuer shall not deal in securities of any subject company after any time when he/it first becomes aware of the possibility of
his/its association with the valuation, and in accordance with the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015 or till the time the valuation report becomes public, whichever is earlier
17) A valuer shall not indulge in "mandate snatching" or offering "convenience valuations" in order to cater to a Co. or client's needs.
18) As an independent valuer, the valuer shall not charge success fee
19) In any fairness opinion or independent expert opinion submitted by a valuer, if there has been a prior engagement in an
unconnected transaction, the valuer shall declare the association with the company during the last five years
ANNEXURE-I ……..Contd
MODEL CODE OF CONDUCT FOR REGISTERED VALUERS
(See clause (g) of rule 7 and clause (d) of sub-rule (2) of rule 12)
Confidentiality
20) A valuer shall not use or divulge to other clients or any other party any confidential information about the subject company, which
has come to his/its knowledge without proper & specific authority or unless there is a legal or professional right or duty to disclose
Information Management
21) A valuer shall ensure that he/ it maintains written contemporaneous records for any decision taken, the reasons for taking the
decision, and the information and evidence in support of such decision. This shall be maintained so as to sufficiently enable a
reasonable person to take a view on the appropriateness of his/its decisions and actions
22) A valuer shall appear, co-operate and be available for inspections and investigations carried out by the authority, any person
authorised by the authority, the registered valuers organisation with which he/it is registered or any other statutory regulatory
body.
23) A valuer shall provide all information and records as may be required by the authority, the Tribunal, Appellate Tribunal, the
registered valuers organisation with which he/it is registered, or any other statutory regulatory body
24) A valuer while respecting the confidentiality of information acquired during the course of performing professional services, shall
maintain proper working papers for a period of three years or such longer period as required in its contract for a specific valuation,
for production before a regulatory authority or for a peer review. In the event of a pending case before the Tribunal or Appellate
Tribunal, the record shall be maintained till the disposal of the case
ANNEXURE-I ……..Contd
MODEL CODE OF CONDUCT FOR REGISTERED VALUERS
(See clause (g) of rule 7 and clause (d) of sub-rule (2) of rule 12)
Gifts and hospitality
25) A valuer or his/its relative shall not accept gifts or hospitality which undermines or affects his independence as a value
Explanation.- For the purposes of this code the term 'relative' shall have the same meaning as defined in clause (77) of Section 2 of
the Companies Act, 2013
26) A valuer shall not offer gifts or hospitality or a financial or any other advantage to a public servant or any other person with a view
to obtain or retain work for himself/ itself, or to obtain or retain an advantage in the conduct of profession for himself/ itself
Remuneration and Costs
27) A valuer shall provide services for remuneration which is charged in a transparent manner, is a reasonable reflection of the work
necessarily and properly undertaken, and is not inconsistent with the applicable rules
28) A valuer shall not accept any fees or charges other than those which are disclosed in a written contract with the person to whom he
would be rendering service
Occupation, employability and restrictions
29) A valuer shall refrain from accepting too many assignments, if he/it is unlikely to be able to devote adequate time to each of his/ its
assignments
30) A valuer shall not conduct business which in the opinion of authority or registered valuer organisation discredits the profession
Rule-8 – Conduct of Valuation – Valuation Standards
(1) Registered valuer shall, while conducting a
valuation, comply with valuation standards as
notified or modified under rule 18
Provided that until valuation standards are
notified or modified by Central Govt., a valuer
shall make valuations as per:
a) internationally accepted valuation
standards
b) valuation standards adopted by any
registered valuers organisation
(2) Registered valuer may obtain inputs for his
valuation report or get a separate valuation
for an asset class conducted from another
registered valuer, in which case he shall fully
disclose the details of the inputs and
particulars etc. of the other registered valuer
in his report and liabilities against the
resultant valuation, irrespective of the nature
of inputs or valuation by the other registered
valuer, shall remain of the first mentioned
registered value.
Rule-8 – Conduct of Valuation – Contents of valuation reports
Contents of Valuation Reports
background information of the asset
purpose of valuation and appointing authority
identity of the valuer and any other experts involved in the valuation
disclosure of valuer interest or conflict, if any
date of appointment, valuation date and date of report
inspections and/or investigations undertaken
nature and sources of the information used or relied upon
procedures adopted in carrying out the valuation and valuation standards followed
restrictions on use of the report, if any
major factors that were taken into account during the valuation
conclusion
caveats, limitations and disclaimers
Rule-9 – Temporary surrender of Registration Certificate
(1) A registered valuer may temporarily surrender his registration certificate in accordance with the bye-laws or regulations,
of the registered valuers organisation and on such surrender, valuer shall inform the authority for taking such information on
record.
(2) A registered valuers organisation shall inform the authority if any valuer member has temporarily surrendered his/its
membership or revived his/ its membership after temporary surrender, not later than 7 days from approval of application for
temporary surrender or revival.
(3) Every registered valuers organisation shall place, on its website, in a searchable format, the names and other details of its
valuers members who have surrendered or revived their memberships.
Rule-11 - Transitional Arrangement
Any person who may be rendering valuation services under the Act, on the date of commencement of these rules, may
continue to render valuation services without a certificate of registration under these rules upto 31st January, 2019
Provided that if a Co. has appointed any valuer before such date and valuation work has not been completed before 31st
January, 2019, the valuer shall complete such valuation within 3 months thereafter
RECOGNITION OF REGISTERED VALUERS ORGANISATIONS
Rule Description
Rule No. 12 Eligibility for registered valuers organisations
Rule No. 13 Application for recognition
Rule No. 14 Conditions of Recognition
Rule-18 – VALUATION STANDARDS
Central Govt. shall notify and modify valuation standards on the recommendations of Committee set up under rule 19.
Rule-19 - Committee to advise on valuation matters
1) Central Govt. may constitute a Committee to be known as "Committee to advise on valuation matters" to make recommendations on
formulation and laying down of valuation standards and policies for compliance by companies and registered valuers
2) The Committee shall comprise of:
a) a Chairperson who shall be a person of eminence and well versed in valuation, accountancy, finance, business administration,
business law, corporate law, economics
b) one member nominated by the Ministry of Corporate Affairs
c) one member nominated by the Insolvency and Bankruptcy Board of India
d) one member nominated by the Legislative Department
e) upto four members nominated by Central Government representing authorities which are allowing valuations by registered valuers;
f) upto four members who are representatives of registered valuers organisations, nominated by Central Government
g) upto two members to represent industry and other stakeholder nominated by the Central Govt. in consultation with the authority
h) Presidents of, the ICAI, the ICSI, the ICAI-CMA as ex-officio members.]
(3) Chairperson and Members of the Committee shall have a tenure of three years and they shall not have more than two tenures
International Valuation
Standards (IVS)
International Valuation Standards (IVS)
1. The International Valuation Standards Council (IVSC) is the independent global standard setter for valuation practice and the valuation
profession incorporated in the United States and with its operational headquarters in London, UK.
2. IVSC is a not-for-profit organization acts as global standard setter for the valuation profession, serving the public interest.
3. The IVSC is unique in the role it plays as a valuation standard setter. It is not a valuation trade body. The IVSC is a leader in the mission to
raise standards of international valuation practice and is overseen by an independent board of global leaders. Its core objectives are to:
a) Develop high quality International Valuation Standards (IVS) which ensure consistency, transparency and confidence in valuations
throughout the world, and;
b) Encourage adoption of IVS, along with valuation professionalism provided by Valuation Professional Organizations.
4. The IVSC facilitates collaboration and cooperation among its member organizations, who are valuation service providers, financial
services businesses, regulators, international bodies and academic institutions.
5. The IVSC consists of more than 100 member organizations from around the world and is supported by numerous sponsors who are
leaders in valuation field.
6. The latest edition of IVS (“IVS 2017”) marks an important milestone towards harmonizing valuation practice worldwide.
https://www.ivsc.org/standards/international-valuation-standards
International Valuation Standards (IVS)………..…Contd
6. IVS 2017 serves as the key guidance for valuation professionals globally and will underpin consistency, transparency and confidence in
valuations which are key to investment decisions as well as financial reporting.
7. The Standards were published following an extensive consultation process from April to October 2016. More than 100 official comment
letters on the initial drafts of IVS 2017 were received from a range of stakeholders, including valuation profession organizations,
individual professionals, regulatory bodies and academics.
8. What does IVS 2017 cover? - IVS 2017 comprises five General Standards and six Asset Standards.
General Standards Asset Standards
IVS 101 Scope of Work IVS 200 Business and Business Interests
IVS 102 Investigations and Compliance IVS 210 Intangible Assets
IVS 103 Reporting IVS 300 Plant and Equipment
IVS 104 Bases of Value IVS 400 Real Property Interests
IVS 105 Valuation Approaches and Methods IVS 410 Development Property
IVS 500 Financial Instruments
https://www.ivsc.org/standards/international-valuation-standards & https://www.ivsc.org/files/file/view/id/852
International Valuation Standards (IVS)………..…Contd
9. The IVSC has an internationally diverse array of members, which they classify as Valuation Professional Organizations
(VPO), Associate Valuation Professional Organisations (AVPO) Institutional Members (IM), Corporate Members (CM), and
Academic Members (AM). In India following institutes / organizations are members of IVSC
Country Member Type of membership
INDIA The Practicing Valuers Association of India VPO
INDIA Institution of Valuers (India) VPO
INDIA Chartered Valuers Association of India AVPO
INDIA Institute of Chartered Accountants of India IM
INDIA Institute of Cost Accountants of India IM
INDIA Institute of Company Secretaries of India IM
INDIA Techno India University, West Bengal AM
INDIA Institution of Valuers of India VPO
https://www.ivsc.org/about/members/our-members
Indian Scenario
Registered Valuer Organisations with Insolvency and Bankruptcy Board of India
S.No. RVO Recognition Number Name of RVO
1 IBBI/RVO/2017/001 Institution of Estate Managers and Appraisers
2 IBBI/RVO/2017/002 IOV Registered Valuers Foundation
3 IBBI/RVO/2018/003 ICSI Registered Valuers Organisation
4 IBBI/RVO/2018/004 The Indian Institution of Valuers
5 IBBI/RVO/2018/005 ICMAI Registered Valuers Organisation
6 IBBI/RVO/2018/006 ICAI Registered Valuers Organisation
7 IBBI/RVO/2018/007 PVAI Valuation Professional Organisation
8 IBBI/RVO/2018/008 CVSRTA Registered Valuers Association
9 IBBI/RVO/2018/009 Association of Certified Valuators and Analysts
10 IBBI/RVO/2018/010 CEV Integral Appraisers Foundation
https://ibbi.gov.in/rovs.html
The PPT is prepared with an effort to simplify the contents and strengthen understanding and is meant
to share the knowledge with professional colleagues, students, academicians and interested public.
For any feedbacks, suggestions please drop an e-mail @ khanna1975@yahoo.co.in

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Valuation in India - Regulations and Standards

  • 2. Valuation Needs / Reasons – a small list Merger/ Acquisitions/ Demerger IPO/Issue of Securities Preferential / QIP / IPP Issue Conversion of Securities Takeover Capital Reduction Buy-back ESOP IPR Valuations Tangibles / Intangibles Other Corporate Restructuring Financing Needs Ind AS Companies Act / NCLT Various Courts Arbitration / Mediation SEBI IBC RBI / FEMA Income Tax SARFAESI Equity Research Dispute / Litigation Resolutions Dissolution
  • 3. Regulatory Framework ApplicableLaws/Rules Section 247 of Companies Act, 2013 (effective from 18-October-2017) Companies (Registered Valuers and Valuation) Rules, 2017 (effective from 18-Oct-2017) Valuation Standards (Yet to be announced)
  • 4. Applicability of Provisions for Registered Valuer: (1) Companies Act, 2013 (2) The Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 - SEBI (REIT) Regulations (3) The Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 - SEBI (InvIT) Regulations (4) Insolvency and Bankruptcy Code, 2016
  • 5. S.N. Chapter / Sec / Sub-Sec Chapter / Sec / Sub-Sec Brief 1 Chapter IV 62 62(1)(c) SHARE CAPITAL AND DEBENTRES Further Issue of Share Capital “to any persons, if it is authorized by a special resolution, whether or not those persons include the persons referred to in clause (a) or clause (b), either for cash or for a consideration other than cash, if the price of such shares is determined by the valuation report 6[of a registered valuer, subject to the compliance with the applicable provisions of Chapter III and any other conditions as may be prescribed” 2 Chapter XII 192 192(2) MEETING OF BOARDS AND ITS POWERS Restriction on Non-cash Transactions Involving Director “The notice for approval of the resolution by the Co. or holding Co. in general meeting under sub-section (1) shall include the particulars of the arrangement along with the value of the assets involved in such arrangement duly calculated by a registered valuer” 3 Chapter-XV 230 230(2)(c)(v) COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS Power to Compromise or Make Arrangements with Creditors and Members “a valuation report in respect of the shares and the property and all assets, tangible and intangible, movable and immovable, of the company by a registered valuer” Specific sections under Companies Act, 2013 - Where Valuation by a Registered Valuer is mandated
  • 6. S.N. Chapter / Sec / Sub-Sec Chapter / Sec / Sub-Sec Brief 4 Chapter-XV 230 230(3) COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS Power to Compromise or Make Arrangements with Creditors and Members “Where a meeting is proposed to be called in pursuance of an order of the Tribunal under sub-section (1), a notice of such meeting shall be sent to all the creditors or class of creditors and to all the members or class of members and the debenture-holders of the company, individually at the address registered with the company which shall be accompanied by a statement disclosing the details of the compromise or arrangement, a copy of the valuation report, if any, and explaining their effect on creditors, key managerial personnel, promoters and non-promoter members, and the debenture-holders and the effect of the compromise or arrangement on any material interests of the directors of the company or the debenture trustees, and such other matters as may be prescribed” 5 Chapter-XV 232 232(2)(d) 232(3)(h) COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS Merger and Amalgamation of Companies “the report of the expert with regard to valuation, if any” “where the transferor company is a listed company and the transferee company is an unlisted Co.- (A) the transferee company shall remain an unlisted company until it becomes a listed company; (B) if shareholders of transferor company decide to opt out of the transferee company, provision shall be made for payment of the value of shares held by them and other benefits in accordance with a pre-determined price formula or after a valuation is made, and the arrangements under this provision may be made by the Tribunal”:
  • 7. S.N. Chapter / Sec / Sub-Sec Chapter / Sec / Sub-Sec Brief 6 Chapter-XV 236 236(2) COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS Purchase of Minority Shareholding “The acquirer, person or group of persons under sub-section (1)shall offer to the minority shareholders of the company for buying the equity shares held by such shareholders at a price determined on the basis of valuation by a registered valuer in accordance with such rules as may be prescribed. 7 Chapter-XV 281 281(1)(a) COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS Submission of Report by Company Liquidator “the nature and details of the assets of the company including their location and value, stating separately the cash balance in hand and in the bank, if any, and the negotiable securities, if any, held by the company. Provided that the valuation of the assets shall be obtained from registered valuers for this purpose”
  • 8. Specific provisions under Insolvency Bankruptcy Code, 2016 - Where Valuation by a Registered Valuer is mandated Regulation 27 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 deals with appointment of registered valuers. It states that Resolution Professional (RP) shall within 7 days of his appointment, appoint two registered valuers to determine the fair value and the liquidation value of the corporate debtor in accordance with Regulation 35. Under the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, ‘Registered Valuer’ means a person registered as such in accordance with the Companies Act, 2013 and rules made thereunder
  • 10. Section 247 - Valuation by Registered Valuers Sub-section - 1 – Cover valuation of any: CoverProperty Stocks Shares Deben- tures Securities Goodwill Any other assets Net worth Liabilities
  • 11. • a person having such qualifications and experience valued by • as a valuerregistered • of an organisation recognisedmember • as may be prescribed Manner, terms and conditions • audit committee or • in its absence by BOD appointed by
  • 12. Sub-section - 2 – Duties and Obligations make an impartial, true and fair valuation of any assets which may be required to be valued exercise due diligence while performing the functions as valuer make the valuation in accordance with prescribed rules not undertake valuation of any assets in which he has a direct or indirect interest or becomes so interested at any time during a period of 3 years prior to his appointment or 3 years after valuation of assets was conducted by him.
  • 13. Sub-section - 3 & 4 – Contraventions of Provisions of Act and Rules • Fine – Minimum Rs. 25,000/- Maximum Rs. Rs. 1 Lakh • Imprisonment + Fine = Maximum one year with fine Minimum Rs. 1 lakh and Maximum Rs. 5 Lakhs - if contravention done with the intention to defraud company or its members Punishment u/s 247(3) • If convicted u/s 247(3), he shall be liable to: • (i) refund remuneration received to the company and • (ii) pay damages to the Co. or to any other person for loss arising out of incorrect or misleading statements of particulars made in his report. Damages u/s 247(4)
  • 14. Companies (Registered Valuers and Valuation) Rules, 2017
  • 15. Chapters & Rules: Chapter Chapter Name Rules Coverage I PRELIMINARY 1 to 3 II ELIGIBILITY, QUALIFICATIONS AND REGISTRATION OF VALUERS 3 to 11 III RECOGNITION OF REGISTERED VALUERS ORGANISATIONS 12 to 14 IV CANCELLATION OR SUSPENSION OF CERTIFICATE OF REGISTRATION OR RECOGNITION 15 to 17 V VALUATION STANDARDS 18 to 19 VI MISCELLANEOUS 20 to 21
  • 16. Rule-1 (3) – Applicability These rules shall apply for valuation in respect of any • property, • stocks, • shares, • debentures, • securities or • goodwill or • any other assets or • net worth of a company or • its liabilities under the provision of the Act or these rules. Explanation- It is hereby clarified that conduct of valuation under any other law other than the Act or these rules by any person shall not be affected by virtue of coming into effect of these rules
  • 17. Rule-2 - Definitions • an authority specified by Central Govt. u/s 458 of Companies Act, 2013 to perform the functions under these rulesAuthority • a distinct gr. of assets like land & building, machinery & equipment, displaying similar characteristics, that can be classified and requires separate set of valuers for valuation;Asset class • certificate of recognition granted to a registered valuers organisation under Rule 13(5) and the term "recognition" shall be construed accordingly Certificate of recognition • certificate of registration granted to a valuer under sub-rule (6) of rule 6 and the term "registration" shall be construed accordingly Certificate of registration • a registered valuers organisation recognised under Rule 13(5)Registered valuers organisation • standards on valuation referred to in rule 18 Valuation standards • a person registered with the authority in accordance with these rules and the term "registered valuer" shall be construed accordinglyValuer
  • 18. Rule-3 Eligibility for registered valuers 1) A person (INDIVDUAL) shall be eligible to be a registered valuer if he: a) Is a valuer member of a registered valuers organisation. b) Is recommended by registered valuers organisation of which he is a valuer member for registration as a valuer c) Has passed valuation examination under rule 5 within 3 years preceding the date of making an application for registration under rule 6 d) Possesses the qualifications and experience as specified in rule 4 e) Is not a minor f) Has not been declared to be of unsound mind g) Is not an undischarged bankrupt, or has not applied to be adjudicated as a bankrupt
  • 19. Rule-3 Eligibility for registered valuers…………Contd e) Is a person resident in India as defined u/s 2(v) of the FEMA, 1999 f) Not convicted for an offence punishable with imprisonment for a term exceeding 6 months or for an offence involving moral turpitude, and a period of 5 years has not elapsed from the date of expiry of sentence Provided that if a person has been convicted of any offence and sentenced to imprisonment for a period of 7 years or more, he shall not be eligible to be registered g) Not levied a penalty u/s 271J of Income Tax Act, 1961 and time limit for filing appeal before Commissioner of Income-tax (Appeals) or Income-tax Appellate Tribunal (ITAT), as the case may be has expired, or such penalty has been confirmed by ITAT, and 5 years have not elapsed after levy of such penalty h) Is a fit and proper person Explanation- For determining whether an individual is a fit and proper person under these rules, the authority may take account of any relevant consideration, including but not limited to following criteria: i. Integrity, reputation and character ii. Absence of convictions and restraint orders, and iii. Competence and financial solvency
  • 20. Rule-3 Eligibility for registered valuers…………Contd 2) No Partnership or Company shall be eligible to be a registered valuer if: a) It has been set up for objects other than professional / financial services / valuation services and in case of a company, it is a subsidiary/JV/associate of another Co. or body corporate b) It is undergoing an insolvency resolution or is an undischarged bankrupt c) All Partners / Directors are not ineligible under clauses (c), (d), (e), (f), (g), (h), (i), (j) and (k) of sub- rule (1) d) 3 / all partners / all directors, whichever is lower, of a partnership firm or Co. are not registered valuers; or e) None of its partners / directors is a registered valuer for the asset class
  • 21. Rule-4 - Qualifications and experience An individual shall have following qualifications and experience to be eligible for registration namely:- Qualification Post-graduate degree / diploma, in specified discipline, from a University or Institute established, recognised or incorporated by law in India Bachelor's degree or equivalent, in specified discipline, from a University or Institute established, recognised or incorporated by law in India Membership of a professional institute established by an Act of Parliament enacted for the purpose of regulation of a profession Experience Minimum 3 years of experience in the specified discipline thereafter Minimum 5 years of experience in the specified discipline thereafter Minimum 3 years experience after such membership
  • 22. Rule-4 - Qualifications and experience …………Contd 'specified discipline' mean specific discipline which is relevant for valuation of an asset class for which registration as a valuer or recognition as a registered valuers organisation is sought under these rules. Qualifying education and experience for various asset classes, is given in Annexure-IV For the purposes of this rule and Annexure-IV, 'equivalent' shall mean professional and technical qualifications which are recognised by the Ministry of HRD as equivalent to professional and technical degree Explanation-I Explanation-II Explanation-III
  • 23. Rule-4 - Qualifications and experience …………Contd ANNEXURE-IV - Eligibility Qualification and Experience for Registration as Valuer Asset Class Eligibility - Qualifications Experience in specified discipline Plant and Machinery (i) Graduate in Mechanical, Electrical, Electronic and Communication, Electronic and Instrumentation, Production, Chemical, Textiles, Leather, Metallurgy, or Aeronautical Engineering, or Graduate in Valuation of Plant and Machinery or equivalent (ii) Post Graduate on above courses (i) Five years (ii) Three years Land and Building (i) Graduate in Civil Engineering, Architecture, Town Planning or equivalent (ii) Post Graduate on above courses and also in valuation of land and building or Real Estate Valuation (a two-year full time post graduation course) (i) Five years (ii) Three years Securities or Financial Assets (i) Member of ICAI, ICSI, ICAI-CMA, Master of Business Administration or Post Graduate Diploma in Business Management (specialisation in finance). (ii) Post Graduate in Finance Three years Three years
  • 24. Rule-5 - Valuation Examination (1) The authority shall on its own / through a designated agency, conduct valuation examination for individuals, who possess qualifications and experience as specified in rule 4, to test their professional knowledge, skills, values and ethics (2) The authority shall determine the syllabus for various valuation specific subjects or assets classes for the valuation examination on the recommendation of one or more Committee of experts constituted by the authority in this regard. (3) The syllabus, format and frequency of the valuation examination, including qualifying marks, shall be published on the website of the authority at least 3 months before the examination. (4) An individual who passes the valuation examination, shall receive acknowledgement of passing the examination. (5) An individual may appear for the valuation examination any number of times
  • 25. Rule-6 - Application for certificate of registration 1) Eligible Individual to apply in Form-A with Fees Rs. 5000/- 2) Eligible partnership entity or Company to apply in Form-B with Fees Rs. 5000/- Authority shall examine application, and may grant 21 days to applicant to remove deficiencies, if any, in the application Authority may require applicant to submit additional documents or clarification within 21 days Authority may require applicant to appear, within 21 days, in person, or through its authorised representative for explanation / clarifications required for processing application If authority after scrutiny/inspection/inquiry satisfied that applicant is eligible it may grant a certificate of registration in Form-C of Annexure-II within 60 days of receipt of application, excluding time given for presenting additional documents/ information/clarification or appearing in person If, authority is of prima facie opinion that registration not be granted, it shall communicate reasons for forming such an opinion within 45 days of receipt of application, excluding time given by it for removing deficiencies, presenting additional documents or clarifications, or appearing in person, as the case may be Applicant shall submit an explanation as to why his/its application should be accepted within 15 days of receipt of the communication to enable the authority to form a final opinion After considering explanation, if any, given by applicant under the authority shall either: a) accept the application and grant certificate of registration; or b) reject the application by an order, giving reasons thereof The authority shall communicate its decision to the applicant within 30 days of receipt of explanation.
  • 26. Rule-7 - Conditions of Registration Registration granted under rule 6 shall be subject to following conditions that the valuer shall: a) at all times possess eligibility, qualification and experience criteria as specified under rule 3 & rule 4 b) at all times comply with provisions of the Act, rules and Bye-laws or internal regulations, as the case may be, of the respective registered valuers organisation c) in his capacity as a registered valuer, not conduct valuation of the assets or class(es) of assets other than for which he/it has been registered by the authority d) take prior permission of authority for shifting his/its membership from one registered valuers organisation to another e) take adequate steps for redressal of grievances f) maintain records of each assignment undertaken by him for at least 3 years from the completion of such assignment comply with the Code of Conduct (Annexure-I ) of the registered valuers organisation of which he is a member g) in case a partnership entity / company is the registered valuer, allow only the partner or director who is a registered valuer for the asset class(es) that is being valued to sign and act on behalf of it
  • 27. Rule-7 - Conditions of Registration…………Contd h) in case a partnership entity / company is the registered valuer, it shall disclose to the company concerned, the extent of capital employed or contributed in the partnership entity or the company by the partner or director, as the case may be, who would sign and act in respect of relevant valuation assignment for the company i) in case a partnership entity is the registered valuer, be liable jointly and severally along with the partner who signs and acts in respect of a valuation assignment on behalf of the partnership entity; j) in case a company is the registered valuer, be liable alongwith director who signs and acts in respect of a valuation assignment on behalf of the company k) in case a partnership entity or company is the registered valuer, immediately inform the authority on removal of a partner or director, who is a registered valuer along with detailed reasons for such removal; and l) comply with such other conditions as may be imposed by the authority
  • 28. ANNEXURE-I MODEL CODE OF CONDUCT FOR REGISTERED VALUERS (See clause (g) of rule 7 and clause (d) of sub-rule (2) of rule 12) Integrity and Fairness 1) A valuer shall, in the conduct of his/its business, follow high standards of integrity & fairness in all his/its dealings with his/its clients & other valuers 2) A valuer shall maintain integrity by being honest, straightforward, and forthright in all professional relationships 3) A valuer shall endeavour to ensure that he/it provides true and adequate information and shall not misrepresent any facts or situations 4) A valuer shall refrain from being involved in any action that would bring disrepute to the profession 5) A valuer shall keep public interest foremost while delivering his services Professional Competence and Due Care 6) A valuer shall render at all times high standards of service, exercise due diligence, ensure proper care and exercise independent professional judgment 7) A valuer shall carry out professional services in accordance with the relevant technical and professional standards that may be specified from time to time 8) A valuer shall continuously maintain professional knowledge and skill to provide competent professional service based on up-to-date developments in practice, prevailing regulations/guidelines and techniques 9) In the preparation of a valuation report, the valuer shall not disclaim liability for his/its expertise or deny his/its duty of care, except to the extent that the assumptions are based on statements of fact provided by the company or its auditors or consultants or information available in public domain and not generated by the valuer 10) A valuer shall not carry out any instruction of the client insofar as they are incompatible with the requirements of integrity, objectivity and independence 11) A valuer shall clearly state to his client the services that he would be competent to provide and services for which he would be relying on other valuers or professionals or for which client can have a separate arrangement with other valuers
  • 29. ANNEXURE-I ……..Contd MODEL CODE OF CONDUCT FOR REGISTERED VALUERS (See clause (g) of rule 7 and clause (d) of sub-rule (2) of rule 12) Independence and Disclosure of Interest 12) A valuer shall act with objectivity in his/its professional dealings by ensuring that his/its decisions are made without presence of any bias, conflict of interest, coercion, or undue influence of any party, whether directly connected to valuation assignment or not 13) A valuer shall not take up an assignment if he/it or any of his/its relatives or associates is not independent in terms of association to the company 14) A valuer shall maintain complete independence in his/its professional relationships and shall conduct the valuation independent of external influences 15) A valuer shall wherever necessary disclose to the clients, possible sources of conflicts of duties and interests, while providing unbiased services 16) A valuer shall not deal in securities of any subject company after any time when he/it first becomes aware of the possibility of his/its association with the valuation, and in accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 or till the time the valuation report becomes public, whichever is earlier 17) A valuer shall not indulge in "mandate snatching" or offering "convenience valuations" in order to cater to a Co. or client's needs. 18) As an independent valuer, the valuer shall not charge success fee 19) In any fairness opinion or independent expert opinion submitted by a valuer, if there has been a prior engagement in an unconnected transaction, the valuer shall declare the association with the company during the last five years
  • 30. ANNEXURE-I ……..Contd MODEL CODE OF CONDUCT FOR REGISTERED VALUERS (See clause (g) of rule 7 and clause (d) of sub-rule (2) of rule 12) Confidentiality 20) A valuer shall not use or divulge to other clients or any other party any confidential information about the subject company, which has come to his/its knowledge without proper & specific authority or unless there is a legal or professional right or duty to disclose Information Management 21) A valuer shall ensure that he/ it maintains written contemporaneous records for any decision taken, the reasons for taking the decision, and the information and evidence in support of such decision. This shall be maintained so as to sufficiently enable a reasonable person to take a view on the appropriateness of his/its decisions and actions 22) A valuer shall appear, co-operate and be available for inspections and investigations carried out by the authority, any person authorised by the authority, the registered valuers organisation with which he/it is registered or any other statutory regulatory body. 23) A valuer shall provide all information and records as may be required by the authority, the Tribunal, Appellate Tribunal, the registered valuers organisation with which he/it is registered, or any other statutory regulatory body 24) A valuer while respecting the confidentiality of information acquired during the course of performing professional services, shall maintain proper working papers for a period of three years or such longer period as required in its contract for a specific valuation, for production before a regulatory authority or for a peer review. In the event of a pending case before the Tribunal or Appellate Tribunal, the record shall be maintained till the disposal of the case
  • 31. ANNEXURE-I ……..Contd MODEL CODE OF CONDUCT FOR REGISTERED VALUERS (See clause (g) of rule 7 and clause (d) of sub-rule (2) of rule 12) Gifts and hospitality 25) A valuer or his/its relative shall not accept gifts or hospitality which undermines or affects his independence as a value Explanation.- For the purposes of this code the term 'relative' shall have the same meaning as defined in clause (77) of Section 2 of the Companies Act, 2013 26) A valuer shall not offer gifts or hospitality or a financial or any other advantage to a public servant or any other person with a view to obtain or retain work for himself/ itself, or to obtain or retain an advantage in the conduct of profession for himself/ itself Remuneration and Costs 27) A valuer shall provide services for remuneration which is charged in a transparent manner, is a reasonable reflection of the work necessarily and properly undertaken, and is not inconsistent with the applicable rules 28) A valuer shall not accept any fees or charges other than those which are disclosed in a written contract with the person to whom he would be rendering service Occupation, employability and restrictions 29) A valuer shall refrain from accepting too many assignments, if he/it is unlikely to be able to devote adequate time to each of his/ its assignments 30) A valuer shall not conduct business which in the opinion of authority or registered valuer organisation discredits the profession
  • 32. Rule-8 – Conduct of Valuation – Valuation Standards (1) Registered valuer shall, while conducting a valuation, comply with valuation standards as notified or modified under rule 18 Provided that until valuation standards are notified or modified by Central Govt., a valuer shall make valuations as per: a) internationally accepted valuation standards b) valuation standards adopted by any registered valuers organisation (2) Registered valuer may obtain inputs for his valuation report or get a separate valuation for an asset class conducted from another registered valuer, in which case he shall fully disclose the details of the inputs and particulars etc. of the other registered valuer in his report and liabilities against the resultant valuation, irrespective of the nature of inputs or valuation by the other registered valuer, shall remain of the first mentioned registered value.
  • 33. Rule-8 – Conduct of Valuation – Contents of valuation reports Contents of Valuation Reports background information of the asset purpose of valuation and appointing authority identity of the valuer and any other experts involved in the valuation disclosure of valuer interest or conflict, if any date of appointment, valuation date and date of report inspections and/or investigations undertaken nature and sources of the information used or relied upon procedures adopted in carrying out the valuation and valuation standards followed restrictions on use of the report, if any major factors that were taken into account during the valuation conclusion caveats, limitations and disclaimers
  • 34. Rule-9 – Temporary surrender of Registration Certificate (1) A registered valuer may temporarily surrender his registration certificate in accordance with the bye-laws or regulations, of the registered valuers organisation and on such surrender, valuer shall inform the authority for taking such information on record. (2) A registered valuers organisation shall inform the authority if any valuer member has temporarily surrendered his/its membership or revived his/ its membership after temporary surrender, not later than 7 days from approval of application for temporary surrender or revival. (3) Every registered valuers organisation shall place, on its website, in a searchable format, the names and other details of its valuers members who have surrendered or revived their memberships. Rule-11 - Transitional Arrangement Any person who may be rendering valuation services under the Act, on the date of commencement of these rules, may continue to render valuation services without a certificate of registration under these rules upto 31st January, 2019 Provided that if a Co. has appointed any valuer before such date and valuation work has not been completed before 31st January, 2019, the valuer shall complete such valuation within 3 months thereafter
  • 35. RECOGNITION OF REGISTERED VALUERS ORGANISATIONS Rule Description Rule No. 12 Eligibility for registered valuers organisations Rule No. 13 Application for recognition Rule No. 14 Conditions of Recognition
  • 36. Rule-18 – VALUATION STANDARDS Central Govt. shall notify and modify valuation standards on the recommendations of Committee set up under rule 19. Rule-19 - Committee to advise on valuation matters 1) Central Govt. may constitute a Committee to be known as "Committee to advise on valuation matters" to make recommendations on formulation and laying down of valuation standards and policies for compliance by companies and registered valuers 2) The Committee shall comprise of: a) a Chairperson who shall be a person of eminence and well versed in valuation, accountancy, finance, business administration, business law, corporate law, economics b) one member nominated by the Ministry of Corporate Affairs c) one member nominated by the Insolvency and Bankruptcy Board of India d) one member nominated by the Legislative Department e) upto four members nominated by Central Government representing authorities which are allowing valuations by registered valuers; f) upto four members who are representatives of registered valuers organisations, nominated by Central Government g) upto two members to represent industry and other stakeholder nominated by the Central Govt. in consultation with the authority h) Presidents of, the ICAI, the ICSI, the ICAI-CMA as ex-officio members.] (3) Chairperson and Members of the Committee shall have a tenure of three years and they shall not have more than two tenures
  • 38. International Valuation Standards (IVS) 1. The International Valuation Standards Council (IVSC) is the independent global standard setter for valuation practice and the valuation profession incorporated in the United States and with its operational headquarters in London, UK. 2. IVSC is a not-for-profit organization acts as global standard setter for the valuation profession, serving the public interest. 3. The IVSC is unique in the role it plays as a valuation standard setter. It is not a valuation trade body. The IVSC is a leader in the mission to raise standards of international valuation practice and is overseen by an independent board of global leaders. Its core objectives are to: a) Develop high quality International Valuation Standards (IVS) which ensure consistency, transparency and confidence in valuations throughout the world, and; b) Encourage adoption of IVS, along with valuation professionalism provided by Valuation Professional Organizations. 4. The IVSC facilitates collaboration and cooperation among its member organizations, who are valuation service providers, financial services businesses, regulators, international bodies and academic institutions. 5. The IVSC consists of more than 100 member organizations from around the world and is supported by numerous sponsors who are leaders in valuation field. 6. The latest edition of IVS (“IVS 2017”) marks an important milestone towards harmonizing valuation practice worldwide. https://www.ivsc.org/standards/international-valuation-standards
  • 39. International Valuation Standards (IVS)………..…Contd 6. IVS 2017 serves as the key guidance for valuation professionals globally and will underpin consistency, transparency and confidence in valuations which are key to investment decisions as well as financial reporting. 7. The Standards were published following an extensive consultation process from April to October 2016. More than 100 official comment letters on the initial drafts of IVS 2017 were received from a range of stakeholders, including valuation profession organizations, individual professionals, regulatory bodies and academics. 8. What does IVS 2017 cover? - IVS 2017 comprises five General Standards and six Asset Standards. General Standards Asset Standards IVS 101 Scope of Work IVS 200 Business and Business Interests IVS 102 Investigations and Compliance IVS 210 Intangible Assets IVS 103 Reporting IVS 300 Plant and Equipment IVS 104 Bases of Value IVS 400 Real Property Interests IVS 105 Valuation Approaches and Methods IVS 410 Development Property IVS 500 Financial Instruments https://www.ivsc.org/standards/international-valuation-standards & https://www.ivsc.org/files/file/view/id/852
  • 40. International Valuation Standards (IVS)………..…Contd 9. The IVSC has an internationally diverse array of members, which they classify as Valuation Professional Organizations (VPO), Associate Valuation Professional Organisations (AVPO) Institutional Members (IM), Corporate Members (CM), and Academic Members (AM). In India following institutes / organizations are members of IVSC Country Member Type of membership INDIA The Practicing Valuers Association of India VPO INDIA Institution of Valuers (India) VPO INDIA Chartered Valuers Association of India AVPO INDIA Institute of Chartered Accountants of India IM INDIA Institute of Cost Accountants of India IM INDIA Institute of Company Secretaries of India IM INDIA Techno India University, West Bengal AM INDIA Institution of Valuers of India VPO https://www.ivsc.org/about/members/our-members
  • 42. Registered Valuer Organisations with Insolvency and Bankruptcy Board of India S.No. RVO Recognition Number Name of RVO 1 IBBI/RVO/2017/001 Institution of Estate Managers and Appraisers 2 IBBI/RVO/2017/002 IOV Registered Valuers Foundation 3 IBBI/RVO/2018/003 ICSI Registered Valuers Organisation 4 IBBI/RVO/2018/004 The Indian Institution of Valuers 5 IBBI/RVO/2018/005 ICMAI Registered Valuers Organisation 6 IBBI/RVO/2018/006 ICAI Registered Valuers Organisation 7 IBBI/RVO/2018/007 PVAI Valuation Professional Organisation 8 IBBI/RVO/2018/008 CVSRTA Registered Valuers Association 9 IBBI/RVO/2018/009 Association of Certified Valuators and Analysts 10 IBBI/RVO/2018/010 CEV Integral Appraisers Foundation https://ibbi.gov.in/rovs.html
  • 43. The PPT is prepared with an effort to simplify the contents and strengthen understanding and is meant to share the knowledge with professional colleagues, students, academicians and interested public. For any feedbacks, suggestions please drop an e-mail @ khanna1975@yahoo.co.in