CA Neeraj Bansal
The New Companies Act 2013 has introduced some new concept in the Act. There are some concepts due to which many areas of excellence have taken birth for a professional.
Registered Valuer Concept is required as per the new Companies Act 2013 for the valuation of different assets of the company like property, stocks, shares, debentures, securities, goodwill or any other asset.
Appointment of Valuer:-
Valuer shall be appointed by the Audit committee or in his absence by the Board of Directors.
Who is a Registered Valuer:-
A person having such qualifications and experience and registered as a Valuer in such a manner, on such terms and conditions as may be prescribed.
Requirement of Valuer:-
Clause 62(1)(c)– Valuation Of further Issue of Shares
Clause 192(2) – For Valuing Assets involved in Arrangement of Non Cash transactions involving Directors
Clause 230(2) (c)(v)– For Valuing Shares, Property and Assets of the company under a Scheme of Corporate Debt Restructuring
Clause 230(3) – Under a Scheme of Compromise/Arrangement, along with the notice of creditors, shareholders meeting, a copy of Valuation Report, if any shall be accompanied
Clause 232(2) (d) – The report of the expert with regard to valuation, if any would be circulated for meeting of creditors/members
Clause 232(3) (h)- Where under a Scheme of Compromise/Arrangement the transferor company is a listed company and the transferee company is an unlisted company, for exit opportunity to the shareholders of transferor company, valuation may be required to be made by the Tribunal Clause 236(2) – For Valuing Equity Shares held by Minority Shareholders.
Clause 260(2)(c) – For preparing Valuation report in respect of Shares and Assets to arrive at the Reserve Price for Company Administrator
Clause 281(1) – For Valuing Assets for submission of report by Liquidator Clause 305(2)(d) – For report on the Assets of the company for preparation of declaration of solvency under voluntary winding up
Clause 319(3)(b) – For Valuing the interest of any dissenting member of the transferor company who did not vote in favour of the special resolution, as may be required by the Company.
Duties of the Valuer:-
- Make an impartial, true and fair valuation of assets
- Exercise due diligence
- Not to undertake valuation of any asset(s) in which he has a direct or indirect interest
Penal Provisions for Valuer :
If Intention of Defraud the company:– Punishable with imprisonment for a term up to 1 year and with fine which shall not be less than Rs. 1 Lakh and extended upto Rs 5 Lakhs.
In Other Cases: – Fine which shall be not less than Rs 25,000 and extended upto Rs 1 Lakh.
Besides the above , Valuer is also liable to refund the remuneration received by the company and also pay for the damages for the loss arising out of misleading statement in the his Report.
Impact:-
- New opportunities to the professionals like CA, CMA
- Confidence of the shareholders will also increased
- True and fair view of the Financial Statements of the Company.
Conclusion:-
There is really no doubt that it will enhance the transparency and fairness in the Financial Statements of the Company. Government should keep in mind the practical aspect while framing the rules and regulations as it is seen that in many Acts, some methodologies are not practically possible. If there any practical difficulty arises, this should be immediately addressed.
(Author can be Reached at cacsneerajbansal@gmail.com)
This part of the New Companies Act is unnecessary. There is no need to have the concept of approved valuers. This provision only adds to permit licence raj and influence peddling. The Act could have avoided these provisions.