Business Valuation & Fair Value Opinions

Independent, regulatory-defensible business valuation and fair value advisory under Section 247 of the Companies Act, 2013, Rule 11UA under the Income-tax Act, FEMA pricing guidelines, and ICAI Valuation Standards.

Audit & Assurance

Taxation

Company Law

CharteredAccountantsSince 2013

Business Valuation & Fair Value Opinions

Relevant RegulatorInsolvency and Bankruptcy Board of India (IBBI), MCA, Reserve Bank of India (RBI) & SEBI

ibbi.gov.in

External link to the official website of the relevant authority. H A V N & COMPANY is not affiliated with any government authority.

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STATUTORY OVERVIEW

Registered Valuer Certifications, M&A Appraisals & Statutory Tax Valuations

In corporate restructurings, fundraising rounds, mergers, acquisitions, and cross-border share issuances, valuation is not merely an opinion—it is a critical statutory requirement. Regulatory bodies including the Ministry of Corporate Affairs (MCA), the Central Board of Direct Taxes (CBDT), the Reserve Bank of India (RBI), and SEBI mandate certified valuation reports issued strictly by IBBI Registered Valuers (RV) and SEBI-registered Merchant Bankers. An unsubstantiated valuation risks harsh tax reassessments under Section 50CA of the Income-tax Act, 1961 (corresponding section of the Income-tax Act, 2025) and severe FEMA penalties. Our valuation practice delivers robust, methodologically defensible appraisals rooted in the ICAI Valuation Standards (IVS).

Statutory & Practice Summary • At-A-Glance

ICAI UDIN Authentication Mandate

Governing Framework

Section 247 of Companies Act, 2013 / Section 50CA and Section 56(2)(x) of the Income-tax Act, 1961 (corresponding sections of the Income-tax Act, 2025) / FEMA Non-Debt Instruments Rules, 2019 / SEBI (ICDR) Regulations, 2018

Regulatory Authority

Insolvency and Bankruptcy Board of India (IBBI), MCA, Reserve Bank of India (RBI) & SEBI

Professional Assurance

Chartered Accountants Attestation under ICAI Standards & Code of Ethics

DOCUMENTATION MATRIX

Mandatory Documents Checklist

Self-attested scanned copies required

1. Promoters / Partners / Directors KYC

✓Last 3 to 5 Years Audited Financial Statements with Detailed Schedules and Notes
✓Detailed 5-Year Financial Projections (P&L, Balance Sheet, Cash Flow) Certified by Management
✓Underlying Assumptions for Revenue Growth, Gross Margins, Working Capital & Capex
✓Current Cap Table (Shareholding Pattern) with Class-Wise Rights & Preference Terms

2. Registered Office & Premises Proof

✓Draft Share Subscription Agreement (SSA) / Share Purchase Agreement (SPA) / Term Sheet
✓Fixed Asset Register, Real Estate Ownership Titles & Independent Property Appraisals
✓Details of Intellectual Property (Patents, Trademarks, Proprietary Software Platforms)
✓Contingent Liabilities, Ongoing Litigation & Disputed Tax Assessments Summary

PROCEDURAL ROADMAP

Step-by-Step Filing & Approval Process

Structured execution roadmap managed by our Chartered Accountants from pre-filing due diligence to certificate allotment.

01Standard

Engagement & Regulatory Scoping

Identifying the precise statutory purpose (MCA Sec 247, Income Tax Rule 11UA, FEMA, or SEBI) and selecting the valuation standard.

02Standard

Financial Analysis & Methodology Selection

Evaluating historical performance, normalizing earnings, and selecting between Income (DCF), Market (Comparable Multiples), or Cost (NAV) approaches.

03Standard

Financial Modeling & Sensitivity Testing

Computing Cost of Equity (CAPM), WACC, terminal growth rates, and running sensitivity analyses across macroeconomic scenarios.

04Standard

Valuation Report

Issuing the valuation report, signed by a valuer qualified for the purpose under the applicable law, with UDIN where required.

Statutory Valuation Under Section 247 of Companies Act, 2013

Practice Scope & Statutory Guidance

We provide valuation advisory for statutory corporate events. Where the law requires a valuation by a Registered Valuer registered with IBBI, the report must be signed by such a valuer. Events covered include preferential allotment of shares, rights issues, sweat equity, reduction of share capital under Section 66, compromises and arrangements (mergers and demergers) under Sections 230–232, and corporate insolvency resolution processes (CIRP) under the IBC.

Direct Tax Valuation Under Rule 11UA (Section 50CA & 56(2)(x))

Practice Scope & Statutory Guidance

Under Section 50CA and Section 56(2)(x) of the Income-tax Act, 1961 (corresponding sections of the Income-tax Act, 2025) read with Rule 11UA of Income-tax Rules, share transfers and primary share issuances at prices exceeding or below Fair Market Value (FMV) trigger immediate tax disallowances and penalties. We perform Book Value Net Asset Method (NAV) and Discounted Cash Flow (DCF) certifications defensible before Income Tax Assessment Officers.

FEMA Cross-Border Inbound/Outbound Pricing Valuations

Practice Scope & Statutory Guidance

Under the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 administered by the RBI on rbi.org.in, any share allotment or transfer between a resident Indian and a non-resident must adhere to internationally accepted pricing methodologies on an arm's length basis. We deliver certified FEMA pricing compliance certificates certifying that issue prices comply with the RBI floor price rules.

STATUTORY MATRIX

Statutory Provisions & Regulatory Comparative Matrix

Comparative analysis of governing sections under the new framework alongside legacy statutory references.

Regulatory Authority	Statutory Act / Provision (2025 vs 1961 / Rules)	Mandated Valuation Methodology	Permitted Valuer Certifier / Portal
Ministry of Corporate Affairs (MCA)	Section 247 of Companies Act, 2013 read with Valuation Rules	DCF, NAV, Comparable Company Multiples (ICAI Valuation Standards)	IBBI Registered Valuer (RV) / https://www.ibbi.gov.in/
Income Tax Department (CBDT)	Section 50CA & 56(2)(x) (1961 Act) read with Rule 11UA	Book Value NAV or DCF Method (Merchant Banker mandatory for DCF)	SEBI Merchant Banker / CA / https://www.incometax.gov.in/
Reserve Bank of India (RBI / FEMA)	FEMA (Non-Debt Instruments) Rules, 2019 / Master Directions	Internationally Accepted Pricing Methodology on Arm's Length Basis (DCF)	SEBI Merchant Banker / Chartered Accountant / https://www.rbi.org.in/
SEBI	SEBI (ICDR) Regulations, 2018 & SEBI (SAST) Regulations, 2011	VWAP, Book Value, Comparable Multiples, Enterprise DCF	SEBI-Registered Category I Merchant Banker / https://www.sebi.gov.in/

ONGOING GOVERNANCE

Mandatory Post-Registration Compliances

Failing to complete statutory post-incorporation actions carries steep daily penalties. Our CA firm manages continuous compliance:

CompliancePeriodic

MCA ROC E-Form PAS-3 / MGT-14 Filing

Attaching the IBBI Registered Valuer report to Form PAS-3 for return of allotment on the official MCA portal (mca.gov.in).

CompliancePeriodic

Income Tax Return Disclosure (Schedule AL / ITR-6)

Disclosing fair market value calculations and report references in the corporate Income Tax Return on incometax.gov.in.

CompliancePeriodic

RBI FC-GPR / FC-TRS Inbound Filing

Attaching the certified valuation certificate to Form FC-GPR or FC-TRS via the RBI FIRMS portal within 30 days of share allotment.

CompliancePeriodic

ICAI UDIN Verification

Mandatory verification of Universal Document Identification Number (UDIN) on udin.icai.org by statutory auditors and regulators.

FREQUENTLY ASKED QUESTIONS

Statutory FAQs & Practical Guidance

Frequently asked questions and procedural guidance regarding Business Valuation & Fair Value Opinions.

Who is authorized to issue a statutory valuation under Section 247 of the Companies Act, 2013?

Under Section 247 of the Companies Act, 2013, only a Registered Valuer (RV) registered with the Insolvency and Bankruptcy Board of India (https://www.ibbi.gov.in/) in the relevant asset class (Securities or Financial Assets, Plant & Machinery, Land & Building) is legally competent to issue valuation reports required by the Act.

Is a valuation report still needed for share issues after angel tax was abolished?

Angel tax under Section 56(2)(viib) of the Income-tax Act, 1961 was abolished from AY 2025-26. A valuation report under Rule 11UA can still be needed for other purposes, such as Section 50CA and Section 56(2)(x) of the 1961 Act (and the corresponding sections of the Income-tax Act, 2025), FEMA pricing for foreign investment, and Companies Act requirements.

What valuation methodology does the Reserve Bank of India (RBI) require for FDI under FEMA?

Under the FEMA (Non-Debt Instruments) Rules, 2019 on the RBI portal (https://www.rbi.org.in/), equity shares or compulsorily convertible instruments issued to a non-resident must not be priced lower than the fair value worked out as per any internationally accepted pricing methodology on an arm's length basis (predominantly the Discounted Cash Flow - DCF method).

What is the difference between DCF (Discounted Cash Flow) and NAV (Net Asset Value) methods?

The NAV method evaluates a company based on the historical book value of its tangible assets minus liabilities, representing liquidation worth. The DCF method projects future free cash flows to firm (FCFF) discounted back at the company's Weighted Average Cost of Capital (WACC), capturing intellectual property, growth potential, and future earnings capacity.

STATUTORY ADVISORY DESK • PRACTICE INQUIRIES

Statutory Inquiries & Practice Advisory

Information on Business Valuation & Fair Value Opinions is provided for general reference. Office addresses and contact details are listed on the Contact page.

Contact Practice Office +91 99140-14949