JBPR takes a hands-on approach. We listen to you, making sure we understand your needs and objectives. We will thoroughly understand the issues, challenges, and business situation and help you to make a decision by sharing with you our collective expertise.
JBPR Valuation Advisors undertakes valuation practice as Registered Valuer Entity for the asset class Securities or Financial Assets.
REGISTERED VALUER ENTITY - IBBI
REG N : IBBI/RV-E/05/2021/150
In today’s complex marketplace, we assist you in ascertaining the value of your enterprise and its related assets. Valuation opinion requires the right blend of analysis, experience and professional judgement.
JBPR has robust valuation procedures which are aligned with globally accepted standards and practices. Our valuation offerings cover various purposes and are spread across the transaction lifecycle
• Mergers & Acquisitions
• Fundraising/private Placement
• Disposals
• Restructuring / demerger
• Valuation of securities of unlisted companies
• Employee Stock Options
• Sweat Equity
• Valuation for prerequisite
• Income Tax Law
• Company Law
• Insolvency & Bankruptcy Code
• Inward / outward foreign remittance (FEMA)
• Business Valuation for Arbitration and Dispute Valuation
• Purchase Price Allocation
• Impairment tests
• Intangible Asset Valuation
• Financial Instruments
• Brand valuation
• IPR valuation
| Section | Brief description | Requirement |
|---|---|---|
| 39(4), rule 12 | Allotment of securities | As per rule 12(5), a report of a registered valuer in respect of the valuation of the consideration shall be attached along with the PAS-3 (return of allotment). |
| 42, rule 14 | Private placement | As per rule 12(5), a report of a registered valuer in respect of the valuation of the consideration shall be attached along with the PAS-3 (return of allotment). |
| 2(88), 54, Rule 8 | Issue of sweat equity shares | Rule 8(6) requires that the sweat equity shares to be issued shall be valued at a price determined by a registered valuer as to the fair price, giving justification for such valuation. Rule 8(7) states that the valuation of intellectual property shall be done by a registered valuer |
| 62(1) (c) | Further issue of share capital – Issue of shares / convertible securities on a preferential basis by an unlisted company for cash or for a consideration other than cash | 62(1) (c) Further issue of share capital – Issue of shares / convertible securities on a preferential basis by an unlisted company for cash or for a consideration other than cash The price of such shares is to be determined by the valuation report of a registered valuer. |
| 67(3)(b), Rule 16 Restrictions on purchase by company or giving of loans by it for purchase of its shares. As per rule 16(1) (c), where shares are unlisted, the valuation at which shares are to be purchased is to be made by a registered valuer. | 67(3)(b), Rule 16 Restrictions on purchase by company or giving of loans by it for purchase of its shares. As per rule 16(1) (c), where shares are unlisted, the valuation at which shares are to be purchased is to be made by a registered valuer. | 67(3)(b), Rule 16 Restrictions on purchase by company or giving of loans by it for purchase of its shares. As per rule 16(1) (c), where shares are unlisted, the valuation at which shares are to be purchased is to be made by a registered valuer. |
| 191, Rule 17 | Payment to director for loss of office In the explanation to Rule 17, it states that valuation of shares, etc. shall be carried out by a registered valuer. | In the explanation to Rule 17, it states that valuation of shares, etc. shall be carried out by a registered valuer. |
| 192(2) | Restriction on non-cash transactions involving directors | The value of assets shall be calculated by a registered valuer, where non-cash transactions are entered into between a company and its director or the director of its holding, subsidiary or associate company |
| 230(2) (c) (v) | Scheme of corporate debt restructuring | The person making the application for restructuring to the Tribunal shall, together with the approval of 75% of the creditors by value, attach a valuation report in respect of the shares and the property and all assets. |
| 230(11), Rule 5 | Any compromise or arrangement may include a takeover offer made in such manner as may be prescribed | Rule 5, relating to the notice of the meeting, requires an explanatory statement attaching a summary of the valuation report, including the basis of opinion and fairness opinion of the registered valuer. |
| 230(1),(2) & (3) | Notice of meeting for the proposed scheme of arrangement to be sent to the creditors and members | The statement detailing the compromise or arrangement should explain the impact on stakeholders and should be accompanied by a valuation report. |
| 232(2) | Merger and amalgamation of companies | The meeting ordered by the Tribunal should be provided with the report of the expert with regard to valuation. |
| 232(3)(h)(B) | Exit for dissenting shareholders of transferor company in a scheme of reconstruction | Where the transferor company is a listed company and the transferee company is an unlisted company, if shareholders of the transferor company decide to opt-out, the value of shares held by them shall be determined through a price-formula or after a valuation is made. |
| 236(2) | Purchase of minority shareholding | The acquirer shall offer to the minority shareholders a price determined on the basis of valuation by a registered valuer. |
| 260 | Valuation in respect of shares and assets to arrive at the reserve price for the company administrator | The valuation report in respect of shares and assets in order to arrive at the reserve price for the sale of any industrial undertaking of the company or for the fixation of the lease rent or share exchange ratio. |
| 281(1)(a) | Submission of report by company liquidator in case of winding up order by NCLT. | Where the Tribunal has made a winding-up order, the Liquidator shall submit a report containing the nature and details of assets – provided that the valuation of assets shall be obtained from a registered valuer. |
| 305 | Report on assets for declaration of solvency in case of proposal to wind up voluntarily | The registered valuer’s report on the value of assets of the company is to be attached to the declaration of solvency. |
| 319 | Valuing interest of dissenting memberunder the power of companyliquidator to accept shares, etc. asconsideration for the sale of property of the company | The dissenting member may require the Liquidator to purchase his interest at a price to be determined by agreement or the registered Valuer. |
| Section | Brief description | Requirement |
|---|---|---|
| IBC 27, 35(2) Regulation | Appointment of registered valuers | The IRP shall, within 7 days of his appointment, appoint two registered valuers to determine the liquidation value of the corporate debtor in accordance with regulation 35. |
| VLR 3(2) & IBC 59(3) | Initiation of voluntary liquidation | Where a corporate person intends to liquidate itself voluntarily, the declaration shall be accompanied by the report of the valuation of assets of the corporate person, prepared by a registered valuer. |
| VLR 38(1) | Final report prior to dissolution | The Liquidator shall prepare a sale statement of assets showing the value realized lesser than the value assigned by the registered valuer. |
| IBC 46 | Valuation of avoidable transactions | The adjudicating authority may require an independent expert to assess evidence relating to the value of the transactions. |
| Section | Brief description | Requirement |
|---|---|---|
| RBI Guidelines | Valuation of shares of a foreign company | Investment by way of remittance from India in an existing company, valuation of shares of the company outside India shall be made, where the investment is more than USD 5 mn by a Merchant Banker or by an IB registered outside India, in other cases by a CA or CPA |
| RBI | Issue or transfer of shares in case of investment by Non-resident | While filing FC-GPR/FC-TRS, a valuation report from SEBI registered Merchant Banker / Chartered Accountant |
