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Valuation Services

A registered valuer, as per the Companies Act 2013, is an individual or entity registered with the Insolvency and Bankruptcy Board of India (IBBI) who can undertake valuations required under various regulations.

A good valuer should have a strong background in finance, accounting, and business analysis, relevant professional certifications, experience in the industry being valued, and a thorough understanding of valuation methodologies and market dynamics.

A registered valuer is licenses with Insolvency and Bankruptcy Board of India (IBBI), while merchant bankers are licensed from SEBI. Both are regulated by different regulatory bodies and have their own significance.

“Merchant banker” means any person who is engaged in the business of issue management either by making arrangements regarding selling, buying or subscribing to securities or acting as manager, consultant, adviser or rendering corporate advisory service in relation to such issue management.

Independent valuers follow established valuation standards and avoid conflicts of interest to provide unbiased valuations.

Yes, valuations can be reviewed or challenged by auditors, regulators, or stakeholders if they identify discrepancies.

Merchant bankers issue valuation certificates for preferential allotments to comply with Income Tax.

Yes, some professionals specialize in sectors like real estate, startups, manufacturing, or intellectual property, requiring niche expertise.

To comply with Clause (vi) of Sub-section (2) of Section 17 of the Indian Income Tax Act, 1961, only unlisted companies are required to take valuation certificate from SEBI Registered Merchant Banker.

At the time of the Grant of Options, both listed and unlisted companies are required to take valuation certificate from SEBI Registered Merchant Banker.

Valuation done for FDI/ODI transactions is valid for a period of 90 Days. Therefore, the transaction should be completed within 90 Days from Date of Valuation.

In case of an unlisted Indian company – A SEBI Registered Merchant Banker or a CA

- In case the investment being made exceeds USD 5 million – ONLY a SEBI Registered (Cat-1) Merchant Banker

- In case investment is by way of swap or shares and foreign company is involved – ONLY a SEBI Registered (Cat-1) Merchant Banker

- In all other cases – Chartered Accountant or Certified Public Accountant

Yes, a listed company requires a valuation certificate from a Merchant Banker at the time of issuance of sweat equity shares to comply with Securities and Exchange Board Of India (Share Based Employee Benefits And Sweat Equity) Regulations, 2021.

Yes, in accordance with Section 50B of the Income Tax Act, 1961 read with rule 11UAE, two distinct fair valuations are mandated. The first involves the formula driven valuation, certificate is obtained by a Merchant Banker. The second pertains to the valuation of consideration received, which must be carried out by a qualified merchant banker or registered valuer.

No, Transfer pricing needs to be submitted by an Accountant in transfer pricing transaction.

An AD bank, or Authorized Dealer bank, is a financial institution that has been authorized by the Reserve Bank of India (RBI) to deal in foreign exchange transactions. AD banks are important for facilitating cross-border transactions, such as imports and exports, by acting as intermediaries between exporters and importers.

Yes, it requires certification by a Registered Valuer or an equivalent authority in the host country for the compliance of Rule 18 of Foreign Exchange Management (Overseas Investment) Rules, 2022.

The frequency of valuation updates depends on the purpose. For financial reporting, it might be annual; for dynamic and high-growth sectors, more frequent updates may be needed.

Yes, valuations are particularly important for startups for various purposes including fundraising, equity distribution among founders and employees, and strategic planning.

Startups should perform valuations during each fundraising round, or whenever there is significant business growth.

It helps assess how much equity to offer in exchange for capital, ensuring fair deals for investors and owners.

Valuation date is the specific date at which the valuer estimates the value of the underlying asset.

The valuation certificate issued by SEBI registered Merchant Banker must not be more than ninety days old as on the date of the transfer.

Yes, valuations help determine each partner's contribution and ownership share in joint ventures.

Valuation provides insights into asset worth, enabling businesses to prioritize investments, divestitures, and expansions.

Required documents include financial statements (balance sheet, income statement, cash flow statement), business plan or forecasts, details of assets and liabilities, information on intellectual property and intangible assets, industry reports and market analysis, and previous valuation reports if any.

A valuation report is a comprehensive document prepared by the valuer that includes details of the methodology used, the data considered, the assumptions made, and the final valuation outcome along with a justification of the value derived.

The objective of a valuation report is to present the result of findings of a comprehensive appraisal of and revealing a user-specific value for, one or more items.

Valuation base means the indication of the type of value being used in an engagement. Different valuation bases may lead to different conclusions of value. Therefore, it is important for the valuer to identify the bases of value pertinent to the engagement.

ICAI Valuation Standard defines the following three valuation bases:
(a) Fair value.
(b) Participant specific value; and
(c) Liquidation value

Forecasts provide future cash flow and growth estimates, which are critical for methods like Discounted Cash Flow (DCF).

Intangible assets like patents, trademarks, and goodwill add significant value to businesses, particularly in knowledge-driven industries.

Market trends and economic conditions influence asset demand and comparable transaction values.

Higher risks, such as economic instability or industry uncertainty, typically reduce a company's valuation.

Terminal value represents the estimated value of a business beyond the forecast period in a Discounted Cash Flow (DCF) analysis. It accounts for the majority of the total value in many DCF valuations.

Yes, multiple valuation methods can be combined to get a more accurate and comprehensive view of a company’s value. This is known as the triangulation approach, where the results from different methods are analyzed together.

Equity Value is the value of the business attributable to equity shareholders. It can also be formulated as:
Equity value = Market capitalization
Add: fair value of all stock options (in the money and out of the money)
Add: Value of convertible securities in excess of what the same securities would be valued without the conversion attribute

Enterprise Value is the value attributable to the equity shareholders plus the value of debt and debt like items, minority interest, preference share less the amount of non-operating cash and cash equivalents.

The fair market value is the price at which the property would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or to sell and both having a reasonable knowledge of relevant facts.

Rule of thumb or benchmark indicator is used as a reasonable check against the values determined by the use of other valuation approaches in a valuation engagement. • Rule of thumb may provide insight into the value of a business or business ownership interest. Some of the examples of rule of thumb or benchmark valuation would be value based on transaction multiples for capacity or turnover. • It shall not be used as the only method to determine the value of the asset to be valued.

Fair value is usually synonymous to fair market value except in certain circumstances where characteristics of an asset translate into a special asset value for the party(ies) involved.

Valuation plays a crucial role at every stage of a firm's life cycle. For small private businesses looking to expand, valuation becomes essential when approaching foreign investors, venture capitalists, or private equity firms for capital infusion. The share of ownership an investor will demand in exchange for funding depends on the firm’s estimated value. As companies grow and plan to go public, the share price for public issuance is determined based on the firm’s value, aligning with applicable laws and regulations. Additionally, key decisions such as fund allocation, borrowing from financial institutions, and returns to owners are all influenced by the valuation of the firm.

• Value is specific in Point of time
• Value principally depends on the ability of the business to generate discretionary cash flow
• Value also depends greatly on the market forces
• Principle of Risk and Return
• Principle of Reasonableness and Reconciliation of Value
• Value is influenced by Underlying Net Tangible Assets
• Value is influenced by Liquidity
• The Value of Minority Interest is less than the Value of a Controlling Interest.

Valuation impacts mergers and acquisitions by determining the fair value of the company being acquired or merged. It helps in negotiating the purchase price and structuring the deal terms.

Valuation determines the fair exchange ratio of shares for merging or demerging entities.

Valuation helps determine the fair price for shares, ensuring they are priced appropriately for investors. It also enables the company to assess how much capital can be raised through the share issue.

In financial reporting, valuation ensures that assets, liabilities, and equity are accurately represented at their fair market value. It helps in providing stakeholders with reliable financial statements, reflecting the true financial health and performance of the company.

Valuation is important for shareholders as it helps determine the true value of their investments, guiding decisions on buying, selling, or holding shares. It also ensures that the company’s financial health and growth prospects are accurately reflected, influencing shareholder returns.

Voluntary valuation refers to the process where a company or individual chooses to have an asset, business, or investment valued, even though there is no legal or regulatory requirement to do so. This is often done for purposes such as mergers, acquisitions, strategic planning, or financial reporting, to gain an objective assessment of value.

Valuation provides insights into the financial health and growth potential of a business, helping owners make informed decisions about entering new markets or expanding operations.

Valuation is crucial for fundraising as it helps determine the price at which equity or debt can be offered to investors, ensuring fair terms for both the company and investors. It also gives potential investors a clear understanding of the company’s worth, risk, and growth potential, influencing their decision to provide capital.