Only Registered Valuer can do Valuation from 1st February, 2019 onwards…

The Companies (Registered Valuers and Valuation) Rules, 2017 (the rules) were notified on 18^th October, 2017

The valuation rules provides for the transitional period which has ended on 31^st January, 2019. Hence, from 1^st February, 2019 onwards the valuation report under the Companies Act, 2013 is required from the registered valuer.

The Registered valuer means a person registered with the IBBI in accordance with the rules prescribed.

As the transition period [1]is ended, entities listed as Registered Valuers with the Insolvency and Bankruptcy Board of India (IBBI) can carry out valuation required to be made 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 Companies Act, 2013 as well as under Insolvency and Bankruptcy Code

However, in case company has appointed any valuer before 31^st January, 2019 and the valuation has not been completed before such date, the valuer shall complete such valuation within 3 months i.e. by 30^th April, 2019.

Provisions under the Companies Act, 2013 which requires valuation report from a registered valuer are as follows:

Sr. No.	Provision of Companies Act, 2013	Particulars
1.	Section 42 read with rule 14 of Chapter III	For issue of securities through Private placement of securities
2.	Section 54 read with rule 8 of Chapter IV	For issue of Sweat Equity shares
3.	Section 62 read with rule 13 of Chapter IV	For issue of shares on Preferential Allotment
4.	Section 73 read with Rule 2(1)(c)(ix)	Valuation of assets to determine their market value to check whether the amount of secured debentures with a charge on the company exceeds such market value.
5.	Section 192(2)	For valuing assets involved in arrangement of non-cash transactions involving directors
6.	230(2)(c)(v)	Valuation report in respect of the shares and the property and all assets, tangible and intangible, movable and immovable, of the company under the scheme of Corporate debt Restructuring
7.	230(3) & 232(2)(d)	In case of a compromise or arrangement between members 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
8.	232(2)(h)	Under the scheme of Compromise/ Arrangement in case the Transferor company is Listed Company and the Transferee- company is an unlisted Company - Valuation report is required to be made by the tribunal for exit opportunity to the shareholders of transferor Company –
9.	236(2)	For valuing equity shares held by Minority Shareholders
10.	281(1)(a)	For valuing assets for submission of report by Company liquidator
11.	305(2)(d)	For report on the assets of the Company for preparation of declaration of solvency under voluntary winding up
12.	319(3)(b)	For valuing the interest of any dissenting members of the transferor company in case of liquidation

 

Under Insolvency Code and Insolvency and Bankruptcy Board of India Regulations, 2016

Sr. No.	Provision of The Insolvency And Bankruptcy Code, 2016	Particulars
1.	Regulation 27 of Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016	Resolution professional shall appoint two registered valuers to determine the fair value and the liquidation value of the corporate debtor in accordance with Regulation 35
2.	Regulation 35 of Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016	In cases not covered under Reg 35 (1), the liquidator shall appoint two registered valuers to determine the realizable value of the assets or businesses under clauses (a) to (f) of regulation 32 of the corporate debtor
3.	Regulation 26 and Insolvency and Bankruptcy Board of India (Fast Track Insolvency Resolution Process for Corporate Persons) Regulations, 2017	The interim resolution professional appoint one registered valuer to determine the liquidation value of the corporate debtor in accordance with Regulation 34
4.	Section 59 read with regulation 3 of Insolvency And Bankruptcy Board Of India (Voluntary Liquidation Process) Regulations, 2017	In case of voluntary liquidation proceedings Corporate Debtor have to file a report of the valuation of the assets of the company prepared by a registered valuer

Conclusion:

Where a valuation is required to be made in respect of any property, stock, shares, debentures, securities or goodwill or any other assets or net worth of the company or liabilities under the provision of Companies Act, 2013, the valuation shall be made by Registered valuer appointed by audit committee or Board of directors of the company as the case may be. 

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[1] Rule 11 of the Companies (Registered Valuers and Valuation) Rules, 2017