IBBI Registered Valuer in Kochi

A share sale between a non-resident and a resident is tested twice: FEMA fixes a ceiling or floor at fair value under Rule 21, and income tax separately values unquoted shares under the Rule 57 formula. The two figures often differ, and the difference can cost both sides tax if the price is set without looking at both.

Key facts for Kochi companies

When is a registered valuer's report required?

Under section 247 of the Companies Act, 2013 a registered valuer signs every valuation the Act calls for: preferential allotments and private placements (sections 42 and 62(1)(c)), sweat equity (section 54), non-cash transactions with directors (section 192), mergers and arrangements (sections 230–232) and minority buy-outs (section 236). Under the Insolvency and Bankruptcy Code two registered valuers per asset class determine fair value and liquidation value. FEMA pricing for non-residents is certified by a chartered accountant, merchant banker or cost accountant, and share swaps need a merchant banker. See who signs which valuation.

A worked example: an NRI selling Kochi shares to a resident

Illustration (assumed figures)

An NRI sells 10,000 shares to a resident director who is not a relative. The Rule 21 fair value is ₹300, so FEMA caps the price at ₹300. The Rule 57 formula value, lifted by the stamp-duty value of the company's land, is ₹340. At ₹300 the buyer receives shares ₹4,00,000 below their Rule 57 value — more than the ₹50,000 allowance — and can be taxed on that amount under section 92(2)(m) of the Income-tax Act, 2025; the seller, for capital gains, is treated as having sold at fair market value (section 79). A relative as buyer removes only the buyer's charge, so the structure is settled before the deal is signed.

Valuations for Kochi companies

Hospitals and healthcare groups

Kerala's private hospital groups are valued on bed capacity, occupancy and payer mix as well as earnings, and on the property many of them own. The securities valuation relies on a land-and-building valuer for the property and keeps the hospital's operating value separate from it.

Export businesses

Export businesses are valued on earnings and order books, with attention to currency exposure and buyer concentration.

Diaspora shareholdings

Many Kochi companies have shareholders working in the Gulf. When they invest on a repatriation basis or sell to residents, the price must meet FEMA Rule 21, so the valuation date is aligned with the remittance.

About V Viswanathan & Associates

Frequently Asked Questions

Do I need a registered valuer for a funding round in Kochi?

Usually yes. A private company issuing shares to new investors does so by preferential allotment or private placement, and section 62(1)(c) of the Companies Act, 2013 with Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014 requires the price to rest on a registered valuer's report. A rights issue to existing shareholders in proportion to their holdings does not need one.

Is a CA valuation certificate the same as a registered valuer's report?

No. A chartered accountant's certificate is accepted for FEMA pricing under Rule 21 of the FEMA (Non-debt Instruments) Rules, 2019, but Companies Act valuations must be signed by a registered valuer (section 247). CA V. Viswanathan is both, so one engagement can cover a round that needs both reports.

Can a registered valuer in Chennai value a company in Kochi?

Yes. IBBI registration under the Companies (Registered Valuers and Valuation) Rules, 2017 is valid across India and is not tied to the state where the company is registered.

Which NCLT bench hears matters for Kochi companies?

The Kochi Bench of the National Company Law Tribunal.

Where does a Kochi company file its share-issue forms?

With the Registrar of Companies, Ernakulam (whole of Kerala), online on the MCA portal: Form MGT-14 for the special resolution and Form PAS-3 for the allotment.

Which NCLT bench hears schemes for Kerala companies?

The Kochi Bench of the NCLT, which has heard Kerala matters since 2018; merger schemes and insolvency petitions of Kochi companies are filed there.

Do you have an office in Kochi?

No. We serve Kochi clients from our office at Spencer Plaza, Anna Salai, Chennai, through video consultations, secure document sharing and digitally signed filings and reports.

Related Services for Kochi Businesses

Law stated as at 27 Oct 2026. Official sources: Companies Act, 2013 (MCA), FEMA and RBI directions (RBI), Registered valuers (IBBI). Reviewed by CA V. Viswanathan, FCA, ACS, CFE, IBBI Registered Valuer (IBBI/RV/03/2019/12333).