Valuation Services in India: Which Report You Need and Who Can Sign It
By CA V. Viswanathan, FCA, ACS, CFE, IBBI Registered Valuer (IBBI/RV/03/2019/12333). V Viswanathan & Associates, Chartered Accountants, FRN 013713S. Law stated as at 13 November 2026.
Which valuation report a company needs depends on the law that triggers it. The Companies Act, 2013 requires a registered valuer; FEMA accepts a chartered accountant, a SEBI-registered merchant banker or a practising cost accountant; income-tax rules require a merchant banker for some purposes. V Viswanathan & Associates issues share and business valuation reports for unlisted companies, signed by CA V. Viswanathan, chartered accountant and IBBI Registered Valuer for securities or financial assets (IBBI/RV/03/2019/12333), and serves clients across India from Chennai.
Which valuation report do you need?
In India the law that triggers a valuation also decides who may sign it. The table lists the valuations we are asked for most often for unlisted companies, with the provision and the signatory. Each row links to a page with the detailed rules and a worked example.
| Purpose | Provision | Who signs | Guide |
|---|---|---|---|
| Shares issued to selected investors | Sections 42 and 62(1)(c), Companies Act, 2013; Rule 13, Companies (Share Capital and Debentures) Rules, 2014 | Registered valuer | Preferential allotment valuation |
| Convertible preference shares | Rule 13; Rule 21, FEMA (Non-debt Instruments) Rules, 2019 for a non-resident investor | Registered valuer; chartered accountant or SEBI-registered merchant banker for FEMA | CCPS valuation |
| Sweat equity shares | Section 54; Rule 8 | Registered valuer, for the shares and for the contribution | Sweat equity valuation |
| Employee stock options | Section 62(1)(b); Rule 12; Ind AS 102 | Valuer for the grant and the accounts; Category I merchant banker for the tax on exercise | ESOP valuation |
| Merger or demerger | Sections 230 to 232 and 247 | Registered valuer | Merger swap ratio valuation |
| Foreign investment: issue or transfer of shares | Rule 21, FEMA (Non-debt Instruments) Rules, 2019 | Chartered accountant, SEBI-registered merchant banker or practising cost accountant | FEMA valuation certificate; FEMA valuation guide |
| Insolvency resolution | Regulation 35, IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 | Registered valuers appointed by the resolution professional | Securities or financial assets valuation under IBC; Regulation 35 guide |
| Income tax: unquoted shares and securities | Rule 57, Income-tax Rules, 2026 (formerly Rule 11UA) | Formula for equity shares; merchant banker or accountant for other securities | Share valuation for income tax |
| Convertible debentures and convertible notes | Rule 13; Companies (Acceptance of Deposits) Rules, 2014; FEMA Rule 21 | Registered valuer; chartered accountant or SEBI-registered merchant banker for FEMA | CCD and convertible note valuation |
| Startup funding round | Rule 13; FEMA Rule 21 | Registered valuer; chartered accountant for FEMA | Startup valuation |
| Buyback or rights issue | Sections 68 and 62(1)(a); FEMA Rule 21 | No signatory prescribed by company law; chartered accountant or SEBI-registered merchant banker for FEMA | Buyback and rights issue valuation |
| Investment in a foreign entity | Rules 16 and 18, Overseas Investment Rules, 2022 | As the bank's policy requires; registered valuer for a Rule 18 certificate | Overseas investment valuation |
| Sale of an undertaking for a lump sum | Section 77, Income-tax Act, 2025; Rule 53 | Accountant's report on net worth | Slump sale valuation |
| Acquisition accounting and goodwill | Ind AS 103; Ind AS 36 | No signatory prescribed; independent valuer | Purchase price allocation and impairment |
| Options granted to US taxpayers | Section 409A, US Internal Revenue Code | Independent appraiser | ESOP, Ind AS 102 and 409A |
Section 56(2)(viib) of the Income-tax Act, 1961, the angel tax, does not apply from assessment year 2025-26. It matters only for assessments of share issues up to 31 March 2024; see our note on section 56 and startup valuation.
Who can sign a valuation report in India?
| Signatory | Where the law requires this person | Where this person is not accepted |
|---|---|---|
| Registered Valuer | Valuations under the Companies Act, 2013 (section 247): preferential allotment, sweat equity, schemes of merger; valuations under the Insolvency and Bankruptcy Code | Fair market value of unlisted shares for an employee's perquisite; FEMA share swaps |
| Merchant Banker | SEBI-registered Category I: perquisite value of unlisted shares on ESOP exercise or sweat equity allotment. SEBI-registered: FEMA share swaps; one of the permitted signatories under Rule 21 | Companies Act valuations, unless also a registered valuer |
| Chartered Accountant | One of the permitted signatories for a FEMA fair value certificate under Rule 21; report on unquoted securities other than equity shares under Rule 57 | Companies Act valuations, unless also a registered valuer; perquisite value of unlisted shares |
CA V. Viswanathan is both a chartered accountant and an IBBI Registered Valuer for securities or financial assets (IBBI/RV/03/2019/12333), so the Companies Act report and the FEMA certificate for one transaction can be signed by one person on one valuation date. His registration can be checked on the IBBI register of registered valuers. Where the law asks for a merchant banker, we say so at the outset and coordinate with one.
Why does one transaction need more than one report?
Each law protects a different interest. Company law protects existing shareholders from dilution at too low a price. FEMA protects the country's foreign exchange position by setting a floor or a ceiling on the price. Income-tax law taxes any gap between price and fair market value. A single funding round with a foreign investor can therefore need a registered valuer's report and a FEMA certificate, and each must name the provision it is issued under. Using one valuation date and one set of assumptions for all of them avoids two official documents that disagree.
How do we value a company?
- Income approach: discounted cash flow, for a going concern with projections that can be defended.
- Market approach: multiples of comparable listed companies or recent transactions, as the main method or as a cross-check.
- Asset approach: net asset value, for investment holding companies, early-stage companies without reliable projections, and liquidation.
The report states which approach was used and why, the sources of information, the key assumptions and the limits of the work. Methods for early-stage companies are compared in our guide to startup valuation methods in India.
What is the process, timeline and fee?
- A first call to confirm which laws apply and which reports are needed.
- Engagement letter with a fixed fee and a document list.
- Valuation, and a draft shared with management for factual confirmation.
- Signed report with UDIN, and support with queries from the bank, auditor or Tribunal.
Reports are usually issued within 5–7 working days of complete information, and within 15 working days for complex cases. The clock starts when the last document is received, not on the date of engagement. Our fee for a valuation report starts from ₹35,000 + 18% GST and is fixed before work starts. Statutory filing fees, stamp duty and any merchant banker's fee are separate.
About V Viswanathan & Associates
- Chartered Accountants, FRN 013713S— Practising since 2012 from G-131, Spencer Plaza, Anna Salai, Chennai.
- IBBI Registered Valuer— Securities or financial assets, CA V. Viswanathan (IBBI/RV/03/2019/12333), registered 30 September 2019.
- FCA, ACS, CFE— Member of ICAI since 2012 and Fellow since 2017; company law, tax and forensic accounting in one practice.
- Across India— Serves clients across India from Chennai through video consultations and digitally signed reports.
Frequently Asked Questions
Which valuations in India must be signed by a registered valuer?
Valuations required under the Companies Act, 2013, such as a preferential allotment under section 62(1)(c), sweat equity under section 54 and a scheme of merger under sections 230 to 232, and valuations under the Insolvency and Bankruptcy Code. Section 247 of the Companies Act requires these to be made by a registered valuer.
Can a chartered accountant sign a share valuation report?
For some purposes. A chartered accountant can sign a FEMA fair value certificate under Rule 21 of the FEMA (Non-debt Instruments) Rules, 2019 and a report on unquoted securities other than equity shares under Rule 57 of the Income-tax Rules, 2026. A Companies Act valuation needs a registered valuer.
When is a merchant banker's valuation required?
For the fair market value of unlisted shares when an employee exercises stock options or receives sweat equity, which must come from a SEBI-registered Category I merchant banker, and for share swaps under FEMA.
Is one valuation report enough for the Companies Act, FEMA and income tax?
Usually not. Each law names its own signatory and its own test, so a transaction often needs two documents issued on one valuation date. One person can sign both where he or she holds both qualifications.
How long does a valuation report take?
Usually 5–7 working days from complete information, and up to 15 working days for complex cases.
Do you issue valuation reports for companies outside Chennai?
Yes. V Viswanathan & Associates serves clients across India from Chennai, through video consultations and digitally signed reports.
Related Guides
FEMA Valuation Certificate for FC-GPR and FC-TRS
The certificate a bank needs before a foreign investment is reported.
Law stated as at 13 November 2026. Official sources: Companies Act, 2013 and rules (India Code), Master Direction on Foreign Investment in India (RBI), Rule 57, Income-tax Rules, 2026 (Income Tax Department), IBBI register of registered valuers. This page is general information, not advice on a specific transaction.
Valuation Services
Tell us the transaction and we will confirm which reports it needs.