Business Valuation - M&A, Buy-back, IBBI-Certified
Valuation work for mature businesses – M&A transactions, buy-back, scheme of arrangement, family settlement, distressed asset, and Section 247 Companies Act reports signed by an IBBI Registered Valuer.
By CA Vijay R Singh, FCA
ICAI Membership No. 153926 | FRN 136869W | Practising since 2013
Quick Summary
Mature business valuation is different work from startup valuation. The methods are the same on paper – NAV, DCF, comparable companies, comparable transactions – but the inputs are different. And the regulatory lane is different – most mature business valuations are Section 247 Companies Act reports signed by an IBBI Registered Valuer, not Rule 11UA Income-tax reports signed by a CA. We own the financial model, working papers, and engagement file; the IBBI Registered Valuer partner signs the report where the statutory framework requires it.
Strategic Fit: Is this right for you?
M&A Negotiation
Buyers and sellers needing independent valuation for negotiation or board approval.
Share Buy-back
Companies executing buy-back under Section 68 Companies Act 2013.
Scheme of Arrangement
Companies in merger / demerger under Sec 230-232.
Family Settlement
Inter-generational share valuation.
NRI Divestment
Cross-border share transfer requiring FEMA pricing compliance.
Distressed Asset / IBC
Liquidation and fair value under Sec 33 / 35 IBC 2016.
Final Deliverables Checklist
Everything you receive at the end of the engagement.
- FMV per share, EV, equity value with method-wise reconciliation
- Triangulation across NAV / DCF / CCM / CTM
- SH-9 / SH-11 (buy-back), NCLT scheme support, FC-GPR/FC-TRS
- Engagement archive retained for 7 years (statutory minimum)
- Valuation report signed by IBBI Registered Valuer (Sec 247) or CA (Income-tax)
- Financial model in editable Excel with sensitivity analysis
- Working papers per ICAI Valuation Standards 2018 and IBBI Standards
UNDERSTANDING THE FOUR VALUATION METHODS
NAV + DCF
NAV – asset-heavy businesses, mature trading, going-concern dissolution. DCF – going-concern with predictable cash flows. Sensitive to terminal growth and discount rate.
CCM + CTM
Comparable Companies Method (CCM) – trading multiples of listed peers + private-company discount. Comparable Transactions Method (CTM) – acquisition multiples from comparable deals; captures control premium.
Triangulation
Cross-check across all four methods. Range of FMV documented. Method selection rationale signed off. Defensible at scrutiny.
The Engagement Lifecycle
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Transparent Pricing Structure
Statutory & Third-Party Costs – pass-through, NOT our fees
These are paid directly to government departments, certifying authorities, and banks. They are not VRS professional fees.
- IBBI Registered Valuer fee: market rates (partner network; partner fee separate)
- NCLT scheme filing fee: Rs 25,000-Rs 1 lakh depending on transaction
- SH-9 / SH-11 (buy-back) filing fees: Rs 200-Rs 600 per filing
- FC-GPR / FC-TRS filing fees: Rs 200-Rs 600 per filing
- All government and partner valuer fees referenced are pass-through, not VRS fees
Engagement & Fees
Fees are confirmed per engagement after the scoping call, based on the scope and complexity involved. You receive a clear, written quote before any work begins — no hidden charges.
Quoted per Engagement
The final quote depends on the scope, volume, and statutory complexity of your specific engagement.
Frequently Asked Questions
Why does a Section 247 report need an IBBI Registered Valuer?
Companies Act 2013 specifies that Section 247 valuations are signed by a ‘Registered Valuer’ as defined under Companies (Registered Valuers and Valuation) Rules 2017. Registration is administered by IBBI.
What is the difference between this and Startup Valuation?
Startup Valuation is for early-stage Rule 11UA work – ESOP, angel/VC rounds, SAFE conversions. Business Valuation is for mature-stage Section 247 work – M&A, buy-back, scheme, FEMA, family settlement, distressed.
Buy-back tax is now on the company. Does that change the valuation?
Changes after-tax economics for the shareholder (who no longer pays the tax) and the company (which now does). Pre-tax valuation methodology unchanged. Deal economics modelled post-tax alongside the FMV report.
We are NCLT-bound on a scheme. How tight is the timeline?
Allow 6-8 weeks for the valuation engagement plus 2-3 weeks for legal counsel review from target filing date. Compressed timelines compress sensitivity analysis – we flag the trade-off upfront.
We have a foreign acquirer. What additional layer applies?
FEMA NDI Rules 2019 Rule 21 – pricing for cross-border transactions. CCI approval may apply if asset / turnover thresholds crossed.
Can you do asset valuation (land, building, plant)?
Asset valuations require specialist IBBI Valuers in the relevant class – L&B, P&M, or SFA. We are SFA. For L&B and P&M, we coordinate partner valuers and consolidate.