In short: A Bangalore company allotting shares in a funding round, granting ESOPs, restructuring ahead of an IPO or going through an NCLT scheme usually needs a valuation report from a professional holding the specific statutory credential for that transaction — not simply “a valuer.” That matters more in Bangalore than in most cities, because Bangalore’s startups raise, grant and restructure more often than companies almost anywhere else in India, and because the city’s own regulatory map changed on 16 February 2026, when it got a dedicated MCA Regional Directorate for the first time. CA Murli Chandak is registered with the IBBI as a Registered Valuer for Securities or Financial Assets (Registration No. IBBI/RV/07/2021/14408), and works with Bangalore companies, founders and investors on share, business and ESOP valuations within this framework.
Contents
- 1. The Registered Valuer Framework
- 2. Why Bangalore’s Startup and Tech Economy Runs on Valuation
- 3. Bangalore’s New Regulatory Map: The February 2026 Regional Directorate
- 4. CA Murli Chandak’s Registration Profile
- 5. Can a Bangalore Company Engage CA Murli Chandak?
- 6. When a Bangalore Business Needs a Valuation, and From Whom
- 7. Who Certifies What: Registered Valuer, Merchant Banker or CA
- 8. Verifying a Registered Valuer Before You Engage One
- 9. Documents to Keep Ready
- 10. Valuation Methods
- 11. What a Valuation Report Must Contain
- 12. A Fresh 2026 Change Worth Knowing
- 13. Common Mistakes to Avoid in Bangalore
- 14. Why Choose CA Murli Chandak
- 15. Frequently Asked Questions
- Speak to CA Murli Chandak
1. The Registered Valuer Framework
Section 247 of the Companies Act, 2013 created the Registered Valuer (RV) framework; the Companies (Registered Valuers and Valuation) Rules, 2017 fill in the operating detail. Since 1 February 2019, a valuation required under the Companies Act or the Insolvency and Bankruptcy Code, 2016 must carry the signature of someone actually registered with the Insolvency and Bankruptcy Board of India (IBBI) as a Registered Valuer — a general professional opinion from an otherwise qualified accountant or banker does not substitute for it.
The Rules recognise three asset classes, and registration in one does not authorise work in another:
- Securities or Financial Assets — shares, business interests and financial instruments
- Land and Building — residential, commercial and industrial property, and land
- Plant and Machinery — industrial equipment, production facilities and technical installations
A professional described generally as a “registered valuer” is not, by that description alone, qualified to value every kind of asset. The starting question for any Bangalore company, founder or investor should be: what exactly needs to be valued, and does the professional’s IBBI registration cover that specific asset class?
2. Why Bangalore’s Startup and Tech Economy Runs on Valuation
Bangalore allots shares, grants options and restructures capital more often, and more consequentially, than companies in most other Indian cities. The city carries more venture-backed unicorns than any other in India — 55 as of Inc42’s Indian Unicorn Tracker in July 2026, on some industry estimates around 40% of the country’s startup funding — alongside one of the largest concentrations of Global Capability Centres (GCCs) of any Indian city, with 800-plus GCC units employing well over a third of India’s GCC workforce. Between them, these two populations drive a steady stream of valuation-triggering events: a Series A or B preferential allotment, an ESOP pool top-up ahead of a funding round, a secondary share transfer, a scheme of arrangement ahead of an SME or mainboard listing, or a cross-border share issue to a foreign parent or investor.
Each of these is a distinct legal event with its own statutory trigger and, in several cases, its own prescribed professional — a Registered Valuer’s report is not always the answer, and a report obtained for one purpose does not automatically satisfy another. Section 6 below sets out the trigger tables in full. Companies with an active ESOP programme — scheme design, the two-stage tax framework and the December 2025 SEBI valuer change — are covered in more depth in our companion guide, ESOP Consultant in Bengaluru; this page focuses on the Registered Valuer’s report itself and the broader Companies Act and IBC triggers around it.
3. Bangalore’s New Regulatory Map: The February 2026 Regional Directorate
Until 16 February 2026, Karnataka and Kerala fell within the reach of the Regional Director, Southern Region, headquartered in Chennai. That changed with the Ministry of Corporate Affairs’ reorganisation of its Regional Directorates, notified on 23 October 2025 and brought into force on 16 February 2026 (an initially notified 1 January 2026 start was pushed back): a new Regional Directorate for the South-Western Region, headquartered in Bangalore for the first time, now has jurisdiction over Karnataka, Kerala and the Union Territory of Lakshadweep, carved out of Chennai’s former reach.
The change is administrative rather than substantive — it does not alter who may value a Bangalore company’s shares, or which law applies — but Bangalore companies and their advisers now route certain Regional-Director-level matters, such as compounding applications and confirmation of specified special resolutions, through a Bangalore-based office rather than Chennai’s.
One point worth flagging for anyone assuming the Regional Directorate map and the NCLT map now line up: they don’t. The NCLT Bengaluru Bench’s territorial jurisdiction is, and remains, the State of Karnataka alone. Kerala and Lakshadweep fall under the separate NCLT Kochi Bench, carved out of Chennai’s NCLT jurisdiction back in 2018 and unaffected by the 2026 Regional Directorate change. So a Kerala company now administratively grouped with Karnataka under the same Bangalore-headquartered Regional Directorate still files its scheme petitions and insolvency matters in Kochi, not Bengaluru — the two maps diverge above the level of company incorporation and filings.
It is also worth noting what did not change: unlike Delhi, Mumbai and Kolkata, whose Registrars of Companies were each split into two (or more) offices in the same February 2026 reorganisation, Karnataka’s Registrar of Companies was not split. Bangalore continues to have a single ROC for the state, even as it gains its own dedicated Regional Directorate for the first time.
4. CA Murli Chandak’s Registration Profile
CA Murli Chandak is listed on the IBBI Registered Valuers directory under registration number IBBI/RV/07/2021/14408, registered on 25 October 2021 with PVAI Valuation Professional Organisation, for the Securities or Financial Assets asset class. His registered address on the IBBI directory is in Ahmedabad, Gujarat; his practice serves clients across India, including Bangalore.
This distinction matters for accuracy: his registration is for Securities or Financial Assets, not Land and Building. A Bangalore company, founder or investor requiring a share, business or financial-asset valuation is within the scope of his registration. A Bangalore business requiring a valuation of office space, a warehouse, or plant and machinery needs a professional separately registered for that specific asset class — a different registration entirely, and one CA Murli Chandak does not hold.
5. Can a Bangalore Company Engage CA Murli Chandak?
Location and IBBI registration are two different considerations. A Bangalore company does not need to appoint a valuer whose registered address is in Bangalore — what matters is whether the assignment falls within the valuer’s registered asset class, and whether the appointing authority accepts the valuer and the report for the intended purpose.
A Bangalore company can reasonably consider an out-of-city Registered Valuer when:
- The assignment falls within the valuer’s registered asset class (Securities or Financial Assets, in this case)
- The purpose of the valuation is clearly established before the engagement begins
- The relevant appointing authority — the company itself, an investor, a lender, or the NCLT registry — will accept the professional and the report
- Required documents can be shared electronically, and management discussions or verification steps can be completed remotely or on a scheduled visit
- The final report satisfies the applicable legal, regulatory or institutional format
On this basis, CA Murli Chandak may be relevant to Bangalore-based founders, companies and investors for eligible assignments such as company and business valuation, share valuation for a funding round or transfer, valuation connected with a scheme of arrangement, merger or pre-IPO restructuring, and ESOP fair value working. For scheme design and tax compliance detail beyond the Registered Valuer’s report itself, see: ESOP Consultant in Bengaluru. A Bangalore client needing property or plant-and-machinery valuation should separately verify a professional registered for that asset class.
6. When a Bangalore Business Needs a Valuation, and From Whom
The situations below fall into three groups: Companies Act events where a Registered Valuer’s report is the required document, the separate insolvency framework, and situations where a Registered Valuer is not the prescribed professional at all. Bangalore companies most often trip on the boundary between the second and third groups.
6.1 Companies Act events requiring a Registered Valuer’s report
| Situation | Governing Law | Certifying Professional |
|---|---|---|
| Preferential allotment of shares (funding round) | Section 62(1)(c) read with Rule 13, Companies Act | Registered Valuer (SFA) |
| Private placement of securities | Section 42 read with Rule 14, Companies (Prospectus and Allotment of Securities) Rules, 2014 | Registered Valuer (SFA) |
| Setting the ESOP exercise price | Section 62(1)(b) read with Rule 12, Companies Act | Independent fair value; an RV report is standard practice |
| Internal or related-party share transfer not at arm’s length | Section 56, Income-tax Act (mandatory where also structured as a Section 62(1)(c) allotment) | Registered Valuer (SFA) |
| Scheme of arrangement, merger, demerger or pre-IPO restructuring | Sections 230 and 232, Companies Act | Registered Valuer (SFA), alongside the secretarial filing the scheme requires |
| Purchase of minority shareholding (90%+ acquirer) | Section 236, Companies Act | Registered Valuer (SFA) |
One correction worth stating directly: a capital reduction under Section 66 does not require a Registered Valuer’s report. The Supreme Court held on 10 March 2026 that a Section 66 reduction can proceed by special resolution and Tribunal confirmation without a valuer’s report, since Parliament expressly mandated valuation in Sections 62, 230, 232 and 236, and conspicuously not in Section 66.
6.2 Insolvency: a separate framework, and the one place Bangalore’s regulatory split actually bites
IBC valuations run on their own rules, not the Companies Act ones above. Under Regulations 27 and 35 of the IBBI (CIRP) Regulations, 2016, as amended in 2026, the resolution professional appoints two full sets of Registered Valuers, one per asset class in each set, unless the corporate debtor qualifies for the MSME exception introduced from 20 May 2026, in which case one set can suffice. Every report must now follow International Valuation Standards and the 23-item format under Circular IBBI/RV/103/2026. This is also where Section 3’s regulatory-map point matters in practice: a Karnataka corporate debtor’s case is heard at NCLT Bengaluru, but a Kerala group company in the same insolvency is a separate NCLT Kochi filing, even though both now sit under the same Bangalore-headquartered Regional Directorate. For the fuller mechanics of the two-set framework, the MSME exception and the report standard, see our companion guide: Registered Valuer in Chennai: CIRP, Liquidation and Insolvency Valuation.
6.3 Where a Registered Valuer is not the certifying professional
These three situations are the ones Bangalore companies most often get wrong, because the analysis looks similar to a Companies Act valuation but the credential required is different. For a full breakdown of which professional signs which certificate, see: Registered Valuer in Mumbai: When a Valuation Report Is Legally Required.
| Situation | Governing Law | Certifying Professional |
|---|---|---|
| Issue of shares to a non-resident investor (FDI) — routine for Bangalore’s foreign-funded startups and GCC-linked entities | Rule 21, FEMA (Non-Debt Instruments) Rules, 2019 | Chartered Accountant, SEBI-registered Merchant Banker, or practising Cost Accountant (not a Registered Valuer) |
| ESOP perquisite fair market value on exercise | Rule 15(6), Income-tax Rules, 2026, read with Section 17(1)(d), Income-tax Act, 2025 | SEBI-registered Category-I Merchant Banker (not a Registered Valuer) |
| FMV of unquoted equity shares (below-value transfer) | Rule 57, Income-tax Rules, 2026 | NAV formula prescribed by Rule 57; feeds the Merchant Banker or accountant certification for the transaction |
7. Who Certifies What: Registered Valuer, Merchant Banker or CA
A Registered Valuer’s report and a Merchant Banker’s certificate serve different statutory purposes and are not interchangeable, even when the underlying analysis overlaps. CA Murli Chandak issues the Registered Valuer certifications below directly, and coordinates a Merchant Banker or Chartered Accountant within the same engagement wherever a Bangalore transaction needs one.
| Certificate Needed | Who Issues It | Governs |
|---|---|---|
| Companies Act share allotment or scheme | Registered Valuer (SFA) | Sections 62, 230, 232, 236 |
| IBC fair value / liquidation value | Registered Valuer(s), asset-class matched | CIRP Regulations 27 and 35 |
| Income-tax perquisite FMV on ESOP exercise | Category-I Merchant Banker | Rule 15(6), Income-tax Rules, 2026 |
| FEMA share pricing (FDI / ODI) | Chartered Accountant, SEBI Merchant Banker, or practising Cost Accountant | Rule 21, FEMA (NDI) Rules, 2019 |
| Option fair value for accounting purposes | Independent valuer using an option-pricing model | Ind AS 102 |
If your Bangalore company needs a Companies Act valuation, an ESOP fair value working, or help confirming which certificate a funding round or restructuring actually requires, a short call with CA Murli Chandak is the most efficient way to confirm scope before any engagement begins.
8. Verifying a Registered Valuer Before You Engage One
Given how often Bangalore founders are pointed toward a valuer by an investor, law firm or fellow founder, verification is worth doing directly rather than taking a referral at face value:
- Pull up the IBBI register yourself. The IBBI registered valuer directory is public, searchable by name, and returns the registration number, asset class, registration date and current status for anyone genuinely on it. CA Murli Chandak’s listing — IBBI/RV/07/2021/14408, Securities or Financial Assets, registered 25 October 2021 — comes up there directly.
- Match the asset class to your actual requirement. Property valuation needs Land and Building; machinery valuation needs Plant and Machinery; share, business or financial-instrument valuation needs Securities or Financial Assets.
- Confirm Registered Valuers Organisation (RVO) membership — every Registered Valuer must belong to exactly one RVO, which maintains its own disciplinary record.
- Check independence. Under the Model Code of Conduct at Annexure-I to the 2017 Rules, a valuer with a personal or associate connection to your company, or one offering a success-linked fee, is not permitted to take the assignment.
- Get the scope in writing before work begins — an engagement letter setting out the purpose, asset class, fee and standard to be followed.
For a fuller step-by-step walkthrough of this verification process and how an engagement is structured from first call to delivery, see our companion guide: Registered Valuer in Jaipur.
9. Documents to Keep Ready
CA Murli Chandak typically requests the following before starting a Bangalore engagement:
- Audited financial statements for the last 3 to 5 years, and the latest provisional financials
- Management projections and business plan
- Current capitalisation table, including outstanding CCPS, convertible notes, SAFEs and the ESOP pool
- Memorandum and Articles of Association
- PAN and other applicable registration details
- Related-party transaction disclosures, litigation and contingent liability details
- Any prior valuation report on the same company
- Details of subsidiaries, foreign holding structures or GCC-parent arrangements, where relevant
10. Valuation Methods
No single method fits every business. A Registered Valuer selects an approach, or a combination, based on the asset, the purpose and the information available, and explains that choice in the report.
- Income Approach — values the business on its expected future economic benefit; Discounted Cash Flow (DCF) is the commonly used technique where reliable projections exist.
- Market Approach — benchmarks the company against comparable listed companies or comparable transactions, where genuine comparables are available.
- Asset Approach — values the underlying assets and liabilities; relevant for asset-heavy businesses and companies without stable profits.
For pre-revenue and early-stage companies — common among Bangalore’s deep-tech and first-time-founder businesses — a conventional DCF is often difficult to apply on its own. In these cases a Registered Valuer typically documents a milestone- or risk-adjusted approach, or triangulates against a scorecard of recently funded comparable companies, and explains clearly why the chosen method departs from a standard income-approach DCF.
11. What a Valuation Report Must Contain
Rule 8(3) of the 2017 Rules sets out twelve items every valuation report must state. Each one exists because a reviewer — an auditor, an Assessing Officer, an investor’s diligence team, or an NCLT registry — will specifically test for it. CA Murli Chandak checks every report against this list before it goes out in draft.
| Rule 8(3) Clause | What It Requires |
|---|---|
| (a) | Background information of the asset being valued |
| (b) | Purpose of valuation and appointing authority |
| (c) | Identity of the valuer and any other experts involved |
| (d) | Disclosure of valuer interest or conflict, if any |
| (e) | Date of appointment, valuation date and date of report |
| (f) | Inspections and/or investigations undertaken |
| (g) | Nature and sources of information used or relied upon |
| (h) | Procedures adopted and valuation standards followed |
| (i) | Restrictions on use of the report, if any |
| (j) | Major factors taken into account during the valuation |
| (k) | Conclusion |
| (l) | Caveats, limitations and disclaimers — not for the purpose of limiting the valuer’s own responsibility |
The Central Government has not yet notified valuation standards under Rule 18; until it does, the proviso to Rule 8(1) governs — internationally accepted valuation standards, or standards adopted by the valuer’s RVO. For any valuation under the Insolvency and Bankruptcy Code specifically, International Valuation Standards became mandatory under Circular IBBI/RV/93/2026 dated 1 April 2026, and Circular IBBI/RV/103/2026 dated 15 June 2026 layers on 23 further mandatory report items and a Valuation Report Identification Number (VRIN) on every page for IBC assignments. Records of every assignment must be kept for at least three years under Rule 7(f).
12. A Fresh 2026 Change Worth Knowing
Separately from anything specific to Bangalore, the Registered Valuer framework itself was updated mid-year: the Companies (Registered Valuers and Valuation) Amendment Rules, 2026 (Notification G.S.R. 432(E), dated 1 June 2026) amended Rule 12(1)(i) to require that a Registered Valuer Organisation — the body an individual RV must belong to, not the RV personally — be a Section 8 company with a minimum paid-up share capital of Rs 25,00,000, a sole object of regulating valuers, and bye-laws matching Annexure III of the 2017 Rules. Existing RVOs that don’t yet meet the capital threshold have until 31 March 2028 to comply. It doesn’t change an individual valuer’s registration or reporting obligations, but it is a useful marker of how actively this framework continues to evolve.
13. Common Mistakes to Avoid in Bangalore
| Mistake | Consequence |
|---|---|
| Reusing last round’s valuation report for a new allotment or ESOP exercise | A valuation is tied to a specific date; a fast-moving Bangalore startup’s fair value can move materially between rounds or exercise windows |
| Assuming a Registered Valuer’s report also satisfies the ESOP perquisite tax computation | Rule 15(6) requires a separate Category-I Merchant Banker certification for that specific purpose |
| Treating every valuer as interchangeable regardless of asset class | A Securities or Financial Assets registration does not cover Land and Building or Plant and Machinery |
| Leaving the valuation to the week before a funding round closes or an NCLT filing is due | Complete data and a defensible methodology both take time; rushed reports invite investor or Tribunal pushback |
| Assuming location determines eligibility | IBBI registration is national; a Bangalore company is not restricted to a Bangalore-based valuer, and vice versa |
| Overlooking cross-border layers in foreign-parent or GCC structures | A Companies Act valuation at the Indian entity level does not itself satisfy FEMA pricing or transfer-pricing requirements — these need to be coordinated, not assumed away |
14. Why Choose CA Murli Chandak
Given the pace at which Bangalore’s funding rounds, ESOP cycles and pre-IPO transactions move, here is what is built to keep up with it:
- Registration checks out on the IBBI register itself. IBBI/RV/07/2021/14408, Securities or Financial Assets, since 25 October 2021 — verifiable directly, not just asserted.
- An audit background behind the valuation practice. Formerly Partner at a chartered accountancy firm, with statutory, concurrent and asset audit experience, due diligence and forensic assignments. That background sits behind 300+ completed valuations across 7+ countries, spanning 15+ purchase price allocations under Ind AS 103 (1 under ASC 805) and 30+ impairment tests under Ind AS 36 (1 under ASC 350) — relevant to Bangalore’s GCC and foreign-parent companies as much as its startups.
- An investor’s-eye view. Debt and equity valuation for 10+ Indian funds, relevant to Bangalore’s concentration of VC and PE-backed companies.
- Coordinated, not fragmented. Where a Bangalore transaction also needs a Merchant Banker or Chartered Accountant certificate, that is arranged within the same engagement rather than a separate referral.
15. Frequently Asked Questions
Q1. Is CA Murli Chandak registered in Bangalore?
A: His registered address on the IBBI directory is in Ahmedabad, Gujarat, not Bangalore. His IBBI registration is for the Securities or Financial Assets asset class, and his practice serves clients across India, including Bangalore.
Q2. Can Bangalore companies engage CA Murli Chandak?
A: Yes, for assignments falling within his registered asset class, subject to the requirements of the specific transaction and acceptance by the relevant appointing authority. His location does not by itself prevent a Bangalore client from engaging him.
Q3. Can he value office space, a warehouse or plant and machinery in Bangalore?
A: No. His registration is for Securities or Financial Assets, not Land and Building or Plant and Machinery. A Bangalore client needing those valuations should separately verify a professional registered for the relevant asset class.
Q4. What actually changed for Karnataka companies in February 2026?
A: A new MCA Regional Directorate for the South-Western Region, headquartered in Bangalore, took over jurisdiction for Karnataka, Kerala and Lakshadweep from the Chennai-based Southern Region, effective 16 February 2026. It is an administrative change to which Regional Director’s office certain matters route through — it does not change who may value a Karnataka company’s shares or which laws apply.
Q5. Does the NCLT Bengaluru Bench now also cover Kerala?
A: No. The NCLT Bengaluru Bench’s jurisdiction remains Karnataka only. Kerala and Lakshadweep continue to fall under the separate NCLT Kochi Bench, which is unaffected by the February 2026 Regional Directorate change — the two regulatory maps do not align.
Q6. How do I verify that a Registered Valuer is genuinely IBBI-registered?
A: Search the IBBI registered valuer directory by name. It shows the registration number, asset class, date of registration and current status.
Q7. Is a Registered Valuer’s report enough for an ESOP grant?
A: Setting the exercise price is usually supported by an independent fair value, commonly a Registered Valuer’s report. But the fair market value used to compute the income-tax perquisite on exercise, under Rule 15(6) of the Income-tax Rules, 2026, must come from a Category-I Merchant Banker — a Registered Valuer’s report does not satisfy that specific requirement.
Q8. Does a Section 66 capital reduction require a Registered Valuer’s report?
A: No. The Supreme Court held on 10 March 2026 that a Section 66 reduction can proceed by special resolution and Tribunal confirmation without a valuer’s report, since valuation is expressly mandated elsewhere in the Act (Sections 62, 230, 232 and 236) and conspicuously not in Section 66.
Q9. Can one valuation report cover both a funding round and the ESOP tax computation?
A: No. These serve different statutory purposes with different prescribed professionals — a Registered Valuer for the Companies Act allotment, a Category-I Merchant Banker for the income-tax perquisite FMV on exercise. The two can be coordinated within a single engagement but remain separate documents.
Q10. How long does a share valuation take?
A: CA Murli Chandak typically delivers within 5 to 10 working days of receiving complete data — audited financials, projections, the cap table and the Memorandum and Articles of Association.
Q11. What is the difference between an IBBI-registered valuer and a Merchant Banker?
A: They are not interchangeable. A Registered Valuer’s report satisfies Companies Act and IBC requirements. A SEBI-registered Category-I Merchant Banker’s certificate is separately required for the ESOP perquisite FMV on exercise and certain FEMA pricing situations. The two can be coordinated within a single engagement but remain separate documents.
Speak to CA Murli Chandak
Whether you need a Companies Act share valuation ahead of your next round, an ESOP fair value working, or help confirming which certificate your transaction actually requires, a preliminary discussion covering the purpose, the applicable law, the timeline and the data available is available at no charge and typically takes 30 minutes.
CA Murli Chandak — FCA | IBBI-Registered Valuer (Securities or Financial Assets), IBBI/RV/07/2021/14408
Website: murlichandak.com
Phone: +91 99985 39902
Email: murlichandak@murlichandak.com
More on CA Murli Chandak’s background is available on the About page.
Statutory positions referred to above were verified against primary sources, including the live IBBI register, on 19 August 2026. This article is general information, not advice on any specific transaction; specialist legal or tax advice should be taken before acting on any of it.
