THE COMPANIES (REGISTERED VALUERS AND VALUATION RULES, 20171

1 · Short title and commencement: __ (1) These rules may be called the Companies (Registered Valuers and Valuation) Rules, 2017.

4 · Qualifications and experience _ An individual shall have the following qualifications and experience to be eligible for registration under rule 3, namely:

5 · Valuation Examination ~ (1) The authority shall, either o its own or through a designated agency, conduct valuation examination for one O more asset classes, for individuals, who possess the qualifications and experience as specified in rule 4, and have completed their educational courses as member of a registered valuers organisation, to test their professional knowledge, skills, values and ethics in respect of valuation:

5 · An individual may appear for the valuation examination any number of times.

6 · Application for certificate of registration.~ (1) An individual eligible for registration as registered valuer under rule 3 may make an application to the authority in Form-A of Annexure- along- with a non-refundable application fee of five thousand rupees in favour of the authority.

8 · The applicant shall submit an explanation as to why hislits application should be accepted within fifteen days of the receipt of the communication under sub- rule (7), to enable the authority to form a final opinion:

7 · Conditions of Registration: The registration granted under rule 6 shall be subject to the conditions that the valuer shall

10 · Functions of a Valuer: A valuer shall conduct valuation required under the Act as per these rules and he may conduct valuation as per these rules if required under any other law or by any other regulatory authority.

12 · Eligibility for registered valuers organisations.-(1) An organisation that meets requirements under sub-rule (2) may be recognised as registered valuers organisation for valuation of a specific asset class or asset classes if _

13 · Application for recognition _ (1) An eligible organisation which meets the conditions specified in rule 12 may make an application for recognition as a registered valuers organisation for asset class or classes to the authority in Form-D of the Annexure-II along with a non- refundable application fee of rupees one lakh in favour of the authority.

14 · Conditions of Recognition ~ The recognition granted under rule 13 shall be subject to the conditions that the registered valuers organisation shall-

15 · Cancellation or suspension Of certificate of registration Or recognition - The authority may cancel or suspend the registration of a valuer O recognition of a registered valuers organisation for violation of the provisions of the Act; any other law allowing him to perform valuation, these rules Or any condition of registration O recognition, as the case may be in the manner specified in rule 17.

16 · Complaint against a registered valuer Or registered valuers organisation - A complaint may be filed against a registered valuer or registered valuers organisation before the authority in person or by post or courier along with a non-refundable fees of rupees one thousand in favour of the authority and the authority shall examine the complaint and take such necessary action as it deems fit:

17 · Procedure to be followed for cancellation or suspension of registration or recognition certificate. ~ (1) Based on the findings of an inspection O investigation, O complaint received Or 0n material otherwise available on record, if the authorised officer is of the prima facie opinion that sufficient cause exists to cancel or suspend the registration of a valuer Or cancel O suspend the recognition of a registered valuers organisation, it shall issue a show-cause notice to the valuer or registered valuers organisation:

18 · Valuation Standards: The Central Government shall notify and may modify (from time to time) the valuation standards on the recommendations of the Committee set up under rule 19.

19 · Committee to advise on valuation matters: (1) The Central Government may constitute a Committee to be known as * Committee to advise on valuation matters"' to make recommendations on formulation and laying down of valuation standards and policies for compliance by companies and registered valuers.

20 · Punishment for contravention - Without prejudice to any other liabilities where a person contravenes any of the provision of these rules he shall be punishable in accordance with sub- section (3) of section 469 of the Act:

21 · Punishment for false statement: _ If in any report, certificate Or other document required by, Or for, the purposes of any of the provisions of the Act o the rules made thereunder Or these rules; any person makes a statement; (a)which is false in any material particulars, knowing it to be false; Or (b)which omits any material fact, knowing it to be material, he shall be liable under section 448 of the Act:

1 · A valuer shall, in the conduct of hislits business, follow high standards of integrity and fairness in all hislits dealings with hislits clients and other valuers.

2 · A valuer shall maintain integrity by being honest, straightforward, and forthright in all professional relationships

3 · A valuer shall endeavour to ensure that helit provides true and adequate information and shall not misrepresent any facts Or Situations. 4 valuer shall refrain from being involved in any action that would bring disrepute to the profession: 5.A valuer shall keep public interest foremost while delivering his services.

6 · A valuer shall render at all times high standards of service, exercise due diligence, ensure proper care and exercise independent professional judgment:

7 · A valuer shall carry out professional services in accordance with the relevant technical and professional standards that may be specified from time to time

8 · A valuer shall continuously maintain professional knowledge and skill to provide competent professional service based on up-to-date developments in practice, prevailing regulations/guidelines and techniques

9 · In the preparation of a valuation report, the valuer shall not disclaim liability for hislits expertise or deny hislits duty of care, except to the extent that the assumptions are based on statements of fact provided by the company Or its auditors O consultants O information available in public domain and not generated by the valuer:

10 · A valuer shall not carry out any instruction of the client insofar as they are incompatible with the requirements of integrity, objectivity and independence.

11 · A valuer shall clearly state to his client the services that he would be competent to provide and the services for which he would be relying on other valuers o professionals o for which the client can have a separate arrangement with other valuers_

12 · A valuer shall act with objectivity in hislits professional dealings by ensuring that hislits decisions are made without the presence f any bias, conflict of interest, coercion, O undue influence of any party, whether directly connected to the valuation assignment O not:

13 · A valuer shall not take up an assignment if helit o any of hislits relatives or associates is not independent in terms of association to the company.

14 · A valuer shall maintain complete independence in hislits professional relationships and shall conduct the valuation independent of external influences

15 · A valuer shall wherever necessary disclose to the clients, possible sources of conflicts of duties and interests, while providing unbiased services

16 · A valuer shall not deal in securities of any subject company after any time when helit first becomes aware of the possibility of hislits association with the valuation, and in accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 or till the time the valuation report becomes public, whichever is earlier.

17 · A valuer shall not indulge in "mandate snatching" or offering "convenience valuations' in order to cater to a company or client'$ needs.

18 · As an independent valuer, the valuer shall not charge success fee.

19 · In any fairness opinion or independent expert opinion submitted by a valuer; if there has been prior engagement in an unconnected transaction, the valuer shall declare the association with the company during the last five years_ Confidentiality

20 · A valuer shall not use or divulge to other clients or any other party any confidential information about the subject company, which has come to hislits knowledge without proper and specific authority O unless there is a legal Or professional right or duty to disclose.

21 · A valuer shall ensure that hel it maintains written contemporaneous records for any decision taken, the reasons for taking the decision, and the information and evidence in support of such decision: This shall be maintained so as to sufficiently enable a reasonable person to take a view on the appropriateness of hislits decisions and actions.

22 · A valuer shall appear, co-operate and be available for inspections and investigations carried out by the authority, any person authorised by the authority, the registered valuers organisation with which helit is registered or any other statutory regulatory body.

23 · A valuer shall provide all information and records aS may be required by the authority, the Tribunal, Appellate Tribunal, the registered valuers organisation with which helit is registered, or any other statutory regulatory body.

24 · A valuer while respecting the confidentiality of information acquired during the course of performing professional services, shall maintain proper working papers for & period of three years or such longer period as required in its contract for a specific valuation, for production before a regulatory authority o for peer review. In the event of a pending case before the Tribunal or Appellate Tribunal, the record shall be maintained till the disposal of the case

25 · A valuer or hislits relative shall not accept gifts or hospitality which undermines or affects his independence as a valuer:

26 · A valuer shall not offer gifts or hospitality Or financial Or any other advantage to a public servant O any other person with a view to obtain O retain work for himselfl itself, or to obtain or retain an advantage in the conduct of profession for himselfl itself:

27 · A valuer shall provide services for remuneration which is charged in a transparent manner; is reasonable reflection of the work necessarily and properly undertaken, and is not inconsistent with the applicable rules.

28 · A valuer shall not accept any fees O charges other than those which are disclosed in a written contract with the person to whom he would be rendering service.

29 · A valuer shall refrain from accepting too many assignments, if helit is unlikely to be able to devote adequate time to each of his/ its assignments.

30 · A valuer shall not conduct business which in the opinion of the authority or the registered valuer organisation discredits the profession:

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1 · Educational Qualifications [Please provide educational qualifications from Bachelor's degree onwards]

2 · Professional Qualifications [excluding valuation specific courses]

1 · Are you presently in practice _ employment? ( Yes or No)

2 · Number of years in practice or of work experience in the relevant profession Or in

3 · If in practice, address for professional correspondence:

4 · Number of years in employment (in years and months)

5 · Experience Details

1 · Please give details of the registered valuers organisation of which you are a member: 2. Please state your membership number. E: ADDITIONAL INFORMATION

1 · Have you ever been convicted for an offence? Yes or No If yes, please give details. 2. Are any criminal proceedings pending against you? (Yes or No) If yes, please give details. 3. Have you ever been declared as an undischarged bankrupt, Or applied to be adjudged as Bankrupt? ( Yes or No)

1 · Copy of proof of residence.

2 · Copies of documents in support of educational qualifications, professional qualifications and Registered Valuation Examination qualifications.

3 · Copies of documents demonstrating practice Or work experience for the relevant period.

4 · Copies of certificate of employment by the relevant employer(s), specifying the period of such employment:

5 · Income Tax Returns for the last three years_

7 · Passport-size photo.

8 · Evidence of depositl payment of five thousand rupees.

4 · The applicable fee has been paid.

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1 · Educational Qualifications [Please provide educational qualifications from Bachelor's degree onwards for each partnerl/director] Remarks, if Educational Year of Marks (per Gradel Class University/College any Qualification Passing cent:)

2 · Professional Qualifications for each partner/director

1 · Please give me details of the registered valuers organisation of which you are a member: Please state your membership number:

2 · Please give details of the registered valuers organisations of which your partners are members. Please state your membership number:

1 · Have yoU Or any of your partners/directors ever been convicted for an offence? (Yes o No) If yes, please give details.

2 · Are any criminal proceedings pending against you Or your partners/directors? (Yes or No) If yes, please give details.

3 · Are you any of your partners/directors undischarged bankrupt, or have applied to be adjudged as bankrupt? ( Yes or No) If yes, please give details.

4 · Please provide any additional information that may be relevant for your application:

1 · Copy of proof of residence of itself and its partners/directors

2 · Copies of documents in support of educational qualifications, professional qualifications and valuation qualifications of partners/directors 3. Financial statements/Income Tax Returns for the last three years_

5 · Passport-size photo.

6 · Evidence of deposit/payment of ten thousand rupees.

1 · hereby undertake that the partnership entitylcompany and its partners/directors shall comply with the requirements of the Companies Act; 2013,the rules made thereunder, the directions given by the authority, and the bye-laws, directions and guidelines issued or the resolutions passed in accordance with the bye-laws by the registered valuers organisation with which I am enrolled.

5 · The applicable fee has been paid.

1 · In exercise of the powers conferred by Section 247 of the Companies Act, 2013 read with sub-rule (6) of rule 6 of the Companies (Registered Valuers and Valuation) Rules, 2017 the Authority hereby grants certificate of registration to [insert name], to act as a valuer in respect of [insert asset class] in accordance with these rules_

2 · This certificate shall be valid from [insert start date].

2 · Copies of the articles of association, memorandum of association, trust-deed, bye-laws and code of conduct; as applicable, of the applicant are enclosed.

3 · I, on behalf of [insert name], affirm that the applicant is eligible to be recognised as a registered valuers organisation for the abovementioned class(es) of assets.

4 · I, on behalf of[insert name], hereby affirm that-

1 · Name of the applicant

2 · Address of registered office and principal place of business of the applicant

3 · Corporate Identification Number (CIN) PAN/ Other Identification Number:

4 · Name, designation and contact details of the person authorised to make this application and correspond with the authority in this respect.

1 · Please provide details mechanisms employed by the applicant to monitor its members 2. Please provide details of mechanisms employed by the applicant to redress grievances against its members and itself.

3 · Please provide details of disciplinary mechanisms employed by the applicant 4. Please provide any other details you consider relevant in support of the application

1 · In exercise of the powers conferred by sub-rule (5) of rule 13 of the Companies (Registered Valuers and Valuation) Rules, 2017 the Registration hereby grants a certificate recognising [insert name], as registered valuers organisation for the valuation of [insert class(es) of assets]

1 · Governance Structure No person shall be eligible to be recognised as an registered valuers organisation unless it is a company registered under section & of the Companies Act; 2013 with share capital, and (a) its sole object is to carry on the functions of a registered valuers organisation under the Companies Act; 2013; b) it is not under the control of person(s resident outside India, not more than forty-nine per cent: of its share capital is held, directly or indirectly, by persons resident outside India; and (d) it is not a subsidiary of a body corporate through more than one layer: Explanation: " 'layer ' in relation to body corporate means its subsidiary; (e) itself, its promoters, its directors and persons holding more than ten percent. of its share capital are fit and proper persons_

2 · REGISTERED VALUERS ORGANISATION TO HAVE BYE-LAWS (1) The registered valuers organisation shall submit to the authority its bye-laws along with the application for its registration as registered valuers organisation. 2) The bye-laws shall provide for all matters specified in the model bye-laws in Part II: 3 The bye-laws shall at all times be consistent with the model bye-laws. The registered valuers organisation shall publish its bye-laws, the composition of all committees formed, and all policies created under the bye-laws on its website.

3 · AMENDMENT OF BYE-LAWS

4 · Composition of the Governing Board: 1. The Governing Board shall have a minimum of

2 · More than half of the directors shall be persons resident in India at the time of their appointment, and at all times during their tenure as directors. 3. Not more than one fourth of the directors shall be registered valuers_ 4_ More than half of the directors shall be independent directors at the time of their appointment, and at all times during their tenure as directors: Provided that no meeting of the Governing Board shall be held without the presence of at least one independent director.

5 · An independent director shall be an individual a who has expertise in the field of finance, law, management or valuation;

1 · The name of the registered valuers organisation is (hereinafter referred to as the Organisation ) _ 2 The *Organisation is registered as a company under section 8 of the Companies Act, 2013 (18 of 2013) with its registered office situated at [provide full address].

3 · These bye-laws may not be amended, except in accordance with this Annexure_

4 · (1) In these bye-laws, unless the context otherwise requires (a) "certificate of membership' means the certificate of membership of the Organisation granted under bye-law 10;

5 · (1) The Organisation shall carry on the functions of the registered valuers organisation under the Companies (Registered Valuers and Valuation) Rules, 2017, and functions incidental thereto. (2) The Organisation shall not carry on any function other than those specified in sub-clause (1), Or which is inconsistent with the discharge of its functions as registered valuers organisation IV. DUTIES OF THE ORGANISATION 6. (1) The Organisation shall maintain high ethical and professional standards in the regulation of its members.

10 · (1) An individual may apply for enrolment as a member by submitting an application in such form; in such manner and with such fees as may be specified by the Organisation. (2 The Organisation shall examine the application in accordance with the applicable provisions of the rules, regulations and guidelines thereunder: (3) On examination of the application, the Organisation shall give an opportunity to the applicant to remove the deficiencies, if any, in the application. The Organisation may require an applicant to submit additional documents, information Or clarification that it deems fit, within reasonable time_

5 · The Organisation may reject an application if the applicant does not satisfy the criteria for enrolment or does not remove the deficiencies or submit additional documents Or information to its satisfaction; for reasons recorded in writing: The rejection of the application shall be communicated to the applicant stating the reasons for such rejection, within thirty days of the receipt of the application, excluding the time given

11 · The Organisation may require the members to pay fixed sum of money as its annual membership fee.

13 · (1) In the performance of his functions, a member shall-

15 · The Organisation shall have Monitoring Policy to monitor the professional activities and conduct of members for their adherence to the provisions of the Act; rules, regulations and guidelines issued thereunder, these bye-laws, the Code of Conduct and directions given by the Governing Board.

16 · A member shall submit information about ongoing and concluded engagements as registered valuer, in the manner and format specified by the Organisation, at least twice a year stating inter alia, the date of assignment; date of completion and reference number of valuation assignment and valuation report:

17 · The Monitoring Committee shall review the information and records submitted by the members in accordance with the Monitoring Policy:

18 · The Monitoring Policy shall provide for the following

19 · The Monitoring Policy shall

20 · The Organisation shall submit a report to the authority in the manner specified by the authority with information collected during monitoring; including information pertaining to

21 · (1) The Organisation shall have a Grievance Redressal Policy providing the procedure for receiving, processing, redressing and disclosing grievances against the Organisation O any member of the Organisation by- any member of the Organisation; b any person who has engaged the services of the concerned members of the Organisation; O any other person O class of persons as may be provided by the Governing Board.

22 · The Grievance Redressal Policy shall provide for-

23 · The Organisation may initiate disciplinary proceedings by issuing a show-cause notice against members-

24 · (1) The Organisation shall have a Disciplinary Policy, which shall provide for the following

25 · (1) The Governing Board shall constitute an Appellate Panel consisting of one independent director of the Organisation, one member each from amongst the persons of eminence having experience in the field of law and field of valuation, and one member nominated by the authority.

26 · (1) A member shall make an application for temporary surrender of his membership of the Organisation at least thirty days before he-

2 · No application for temporarily surrender of membership of the Organisation shall be accepted if

27 · (1) A member who wishes to surrender his membership of the Organisation may do so by submitting an application for surrender of his membership.

28 · Any fee that is due to the Organisation from a member surrendering his membership shall be cleared prior to his name being struck from the registers of the Organisation:

29 · The Organisation may refuse to accept the surrender of membership by any member if-

30 · A member shall be expelled by the Organisation-