Overview

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

VALUATION SERVICES

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

Our valuation services are

• 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

The Companies Act 2013

SectionBrief descriptionRequirement
39(4), rule 12Allotment of securitiesAs 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 14Private placementAs 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 sharesRule 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 cash62(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 17Payment 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 directorsThe 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 restructuringThe 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 5Any compromise or arrangement may include a takeover offer made in such manner as may be prescribedRule 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 membersThe 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 companiesThe 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 reconstructionWhere 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 shareholdingThe acquirer shall offer to the minority shareholders a price determined on the basis of valuation by a registered valuer.
260Valuation in respect of shares and assets to arrive at the reserve price for the company administratorThe 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.
305Report on assets for declaration of solvency in case of proposal to wind up voluntarilyThe registered valuer’s report on the value of assets of the company is to be attached to the declaration of solvency.
319Valuing interest of dissenting memberunder the power of companyliquidator to accept shares, etc. asconsideration for the sale of property of the companyThe dissenting member may require the Liquidator to purchase his interest at a price to be determined by agreement or the registered Valuer.

The Insolvency and Bankruptcy Code, 2016

SectionBrief descriptionRequirement
IBC 27, 35(2) RegulationAppointment of registered valuersThe 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 liquidationWhere 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 dissolutionThe Liquidator shall prepare a sale statement of assets showing the value realized lesser than the value assigned by the registered valuer.
IBC 46Valuation of avoidable transactionsThe adjudicating authority may require an independent expert to assess evidence relating to the value of the transactions.

The foreign exchange management Act of 1999

SectionBrief descriptionRequirement
RBI GuidelinesValuation of shares of a foreign companyInvestment 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
RBIIssue or transfer of shares in case of investment by Non-residentWhile filing FC-GPR/FC-TRS, a valuation report from SEBI registered Merchant Banker / Chartered Accountant
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