In short: A registered valuer is a professional registered with the Insolvency and Bankruptcy Board of India (IBBI) under Section 247 of the Companies Act, 2013 and the Companies (Registered Valuers and Valuation) Rules, 2017. Registration is granted for one of three asset classes, and share and business valuation falls in the class Securities or Financial Assets. For a Kolkata company, what makes the valuation work distinctive is not the law, which is national, but the shareholding: an unusually large share of West Bengal’s substantial private companies are still closely held across two, three or four generations of the same family, so a valuation is as likely to be supporting a family settlement or an internal restructuring as a fundraising round.
CA Murli Chandak is an IBBI-Registered Valuer for the asset class Securities or Financial Assets, registration number IBBI/RV/07/2021/14408, and has completed more than 300 valuation assignments across more than 7 countries. This page sets out which certificate a Kolkata or Eastern India transaction actually needs, how family business succession is valued and structured, what changed in West Bengal’s regulatory map in 2026, and what a defensible report must contain. The full range of work is set out under company valuation services.
1. Contents
- Kolkata and Eastern India’s valuation landscape
- Asset classes and what a Registered Valuer can sign
- When a Registered Valuer’s report is required
- Family business succession and internal restructuring: Kolkata’s dominant trigger
- Which professional certifies what
- Kolkata and Eastern India’s regulatory map: what changed in 2026
- Documents required
- What Rule 8(3) requires in the report
- How the engagement runs
- Common mistakes to avoid
- Why Choose CA Murli Chandak
- Frequently asked questions
2. Kolkata and Eastern India’s valuation landscape
Kolkata’s company base carries more commercial history than most Indian cities of its size, and that history shapes the valuation work that recurs here. The city grew as the trading and managing-agency hub of colonial India, and a substantial share of its private companies today are still promoter-family businesses built over jute, tea, engineering, iron and steel, and general trading, many now three or four generations removed from the founder. West Bengal remains home to the large majority of India’s jute mills, concentrated along the Hooghly in North 24 Parganas, Howrah and Hooghly districts, alongside long-established tea estate holding companies serving the Darjeeling, Dooars and Terai gardens, and engineering and foundry businesses clustered around Howrah and Liluah.
Layered on top of that legacy base is a genuinely different economy: the Salt Lake Sector V and New Town IT and ITeS corridor, which between them carry the largest concentration of Grade A office space in the Kolkata Metropolitan Area and host delivery centres for TCS, Wipro, Cognizant, IBM and others, alongside a growing base of homegrown technology and fintech startups.
These two economies generate different valuation triggers. The legacy, family-promoter base drives succession planning, internal restructuring, slump sales and, where a unit has fallen into distress, insolvency valuation. The Sector V and New Town base drives preferential allotments, ESOP plans and the valuation work that accompanies external fundraising. A Kolkata valuer who only prepares one type of report is not equipped for the other.
3. Asset classes and what a Registered Valuer can sign
The Companies (Registered Valuers and Valuation) Rules, 2017 recognise three separate asset classes for registration: Land and Building; Plant and Machinery; and Securities or Financial Assets. A valuer’s registration is asset-class specific, and a report signed outside a valuer’s registered class is not a valid Registered Valuer’s report.
CA Murli Chandak is registered with the IBBI for Securities or Financial Assets only (IBBI/RV/07/2021/14408). That covers share valuations, business valuations, ESOP fair value reports, and financial-asset valuations for Companies Act, income-tax and IBC purposes. Where a Kolkata transaction also needs a Land and Building report — a jute mill’s riverfront land holding, a tea estate, a foundry’s plant and machinery — that report is coordinated with a separately registered valuer in the relevant asset class within the same engagement.
4. When a Registered Valuer’s report is required
| Trigger | Governing provision | Professional required |
|---|---|---|
| Preferential allotment of shares | Section 62(1)(c) read with Rule 13, Companies (Share Capital and Debentures) Rules, 2014 | Registered Valuer (Securities or Financial Assets) |
| Private placement of securities | Section 42 read with Rule 14, Companies (Prospectus and Allotment of Securities) Rules, 2014 | Registered Valuer, with basis justified in the offer letter |
| Scheme of arrangement, merger, demerger or family arrangement | Sections 230 to 232, Companies Act, 2013 | Registered Valuer, as the expert report accompanying the scheme |
| Purchase of minority shareholding (90%+ acquirer) | Section 236, Companies Act, 2013 | Registered Valuer |
| Reduction of share capital | Not statutorily required — Supreme Court, 10 March 2026 | Not a Registered Valuer requirement as a matter of law |
| ESOP perquisite FMV on exercise, unlisted shares | Section 17(1)(d), Income-tax Act, 2025, read with Rule 15(6), Income-tax Rules, 2026 | Category I SEBI-registered Merchant Banker — not a Registered Valuer |
| Transfer or issue of unquoted equity shares below fair value | Rule 57, Income-tax Rules, 2026 | NAV formula prescribed by Rule 57; feeds the accountant or Merchant Banker certification |
| Issue or transfer involving a non-resident (FEMA) | Rule 21, FEMA (Non-Debt Instruments) Rules, 2019 | Chartered Accountant, SEBI Merchant Banker, or practising Cost Accountant — not a Registered Valuer |
| CIRP and liquidation asset and enterprise valuation | Regulations 27 and 35, CIRP Regulations, 2016 (as amended 2026) | Registered Valuer(s), asset-class matched, two sets subject to the MSME exception |
One correction is worth stating plainly, since it is widely misunderstood: a reduction of share capital under Section 66 does not require a Registered Valuer’s report. The Supreme Court held on 10 March 2026 that Parliament expressly mandated valuation in Sections 62, 230, 232 and 236, and conspicuously did not do so in Section 66. A valuation nevertheless remains commercially advisable wherever a reduction pays out some shareholders and not others — a scenario that comes up often in Kolkata’s family-holding restructurings.
Planning a family settlement, an internal restructuring or a funding round for a Kolkata company? A short call is usually enough to confirm which certificate the transaction needs and who is required to sign it. A consultation of up to 30 minutes is offered at no charge.
5. Family business succession and internal restructuring: Kolkata’s dominant trigger
5.1 Why succession drives so much Kolkata valuation work
Many of Kolkata’s substantial private companies remain undivided across an extended family, often held partly through individual shareholdings and partly through a Hindu Undivided Family or a family trust, spanning a group of companies rather than a single entity. As families grow across generations, the businesses are commonly divided among branches rather than sold outside the family, and how that division is structured has direct valuation consequences.
5.2 The family arrangement route: a scheme under Sections 230 to 232
Where a family divides a company or a group between branches by mutual consent, that division is frequently formalised as a “family arrangement” structured as a scheme of arrangement or demerger under Sections 230 to 232 of the Companies Act, requiring member and creditor approval and sanction by the NCLT, rather than through litigation or an informal, undocumented partition. Indian courts have long recognised a family arrangement as a settlement made for the benefit of the family as a whole, and appellate tribunals have generally shown deference to a scheme that carries unanimous shareholder consent and is backed by a properly conducted expert valuation, even where the valuation methodology itself is challenged. The valuation underpinning such a scheme has to withstand exactly the same Rule 8(3) scrutiny as a commercial merger — family consent shortens the path to sanction, but it does not relax what the report itself must contain.
5.3 Where no scheme is used: the tax exposure on a plain internal transfer
Not every family reorganisation goes through the NCLT. Shares are just as often moved directly — between siblings, into the next generation, or into a family trust or holding company — without a Companies Act trigger. The Companies Act does not require a valuation for a plain transfer between residents, which is precisely why these transfers are frequently under-documented. The exposure sits on the income-tax side: both transferor and transferee are tested against the floor computed under Rule 57 of the Income-tax Rules, 2026 for unquoted equity shares, and the shortfall between consideration and the deemed value is taxable. A contemporaneous valuation working, prepared at the time of transfer rather than reconstructed later, is what protects the transaction if it is examined afterwards.
5.4 Legacy industry: valuation alongside distress
A meaningful share of West Bengal’s older jute, engineering and foundry companies operate under continuing cost and raw-material pressure, and some have moved into CIRP or liquidation in recent years. Where a Kolkata or Eastern India company reaches that stage, the two-set registered-valuer framework, the MSME single-set exception from 20 May 2026, and the 23-item report format under Circular IBBI/RV/103/2026 all apply in full — the mechanics of that framework are set out in detail in the Registered Valuer in Chennai guide rather than repeated here, since the framework itself does not vary by city.
5.5 The newer economy: fundraising and ESOPs in Sector V and New Town
Kolkata’s technology and fintech companies generate the more familiar fundraising cycle: a Registered Valuer’s report for each preferential allotment under Rule 13, and an ESOP programme that in turn generates two separate valuations at two separate points, commonly conflated. Both sit within ESOP advisory.
- At grant. The fair value of the option supports the accounting charge under Ind AS 102, and the share value supports the exercise price.
- At exercise. The taxable perquisite is governed by Section 17(1)(d) of the Income-tax Act, 2025, computed under Section 17(5)(h) and read with Rule 15(6) of the Income-tax Rules, 2026. For an unlisted share, the fair market value must come from a Category I SEBI-registered Merchant Banker, on the exercise date or a date not more than 180 days earlier — a Registered Valuer’s report does not satisfy this specific requirement.
Where a Kolkata company’s fundraising round involves a non-resident investor, the FEMA pricing floor under Rule 21 of the NDI Rules, 2019 applies in addition, certified by a Chartered Accountant, a SEBI-registered Merchant Banker or a practising Cost Accountant rather than a Registered Valuer.
6. Which professional certifies what
| Certificate needed | Right professional |
|---|---|
| Family arrangement scheme, preferential allotment, private placement or minority buyout | IBBI Registered Valuer (Securities or Financial Assets) |
| ESOP unlisted-share FMV on exercise, for perquisite tax | Category I SEBI Merchant Banker |
| NAV floor for an internal or family share transfer (Rule 57) | Chartered Accountant or Merchant Banker applying the prescribed formula |
| FEMA-compliant valuation for a cross-border transfer or swap | Chartered Accountant, practising Cost Accountant, or SEBI Merchant Banker |
| Asset or enterprise valuation in CIRP or liquidation | IBBI Registered Valuer (asset-class specific, in coordinated sets) |
7. Kolkata and Eastern India’s regulatory map: what changed in 2026
Three separate offices govern a West Bengal company’s filings, and confusing their jurisdictions is a genuine and current risk, because two of the three were restructured in the same 12-month window.
| Office | Current position |
|---|---|
| Registrar of Companies, Kolkata-I | Effective 16 February 2026, ROC Kolkata was split in two. ROC Kolkata-I, headquartered at Kolkata, covers the district of Kolkata and the State of Sikkim. |
| Registrar of Companies, Kolkata-II | Also headquartered at Kolkata, covering the State of West Bengal excluding the district of Kolkata. |
| Regional Director, Eastern Region | Headquartered at Kolkata, covering the states of West Bengal, Bihar and Jharkhand. |
| NCLT Kolkata Bench | Covers West Bengal, Bihar, Jharkhand and the Union Territory of Andaman and Nicobar Islands. |
Two points repay attention, because both are commonly assumed incorrectly.
Odisha is not currently under NCLT Kolkata. Kolkata Bench’s jurisdiction on its original 2016 constitution included Odisha, and older reference material still states this. It has not applied since the NCLT Cuttack Bench became operational on 15 July 2018, which took over Odisha’s company law and insolvency matters. A resolution professional or company secretary relying on an outdated jurisdiction list for an Odisha corporate debtor will file in the wrong forum.
Sikkim’s ROC and NCLT jurisdictions no longer align. Since the February 2026 restructuring, a Sikkim company’s annual filings and ROC matters go to ROC Kolkata-I. Its NCLT matters — a scheme of arrangement, an insolvency petition — do not follow the same path: Sikkim continues to sit under the NCLT Guwahati Bench, alongside the northeastern states. A group with a Sikkim subsidiary planning both a filing and a scheme should expect to deal with two different tribunals in two different cities, not one.
Bench allocations and field office jurisdictions are re-notified from time to time. The current position for a specific registered office should always be confirmed against the MCA’s own directories of Registrars of Companies and Regional Directors, and the NCLT’s own list of benches, before filing.
8. Documents required
- Audited financial statements for the last 3 to 5 years, and the latest provisional or management accounts
- Certificate of incorporation, memorandum and articles, and the current shareholding pattern
- Details of any Hindu Undivided Family, family trust or holding-company structure through which shares are held
- Capitalisation table and details of all instruments in issue
- Business plan or financial projections, where a discounted cash flow approach applies
- The specific transaction documents — draft scheme, family settlement terms, allotment terms, or transfer agreement as relevant
- For asset-heavy legacy businesses: title documents, fixed asset registers and prior valuation reports for land, buildings and plant, where a coordinated multi-asset-class engagement is needed
9. What Rule 8(3) requires in the report
Rule 8(3) of the Companies (Registered Valuers and Valuation) Rules, 2017 lists twelve mandatory contents of a valuation report. A family arrangement scheme is tested against every one of these twelve items just as closely as a commercial transaction — unanimous family consent narrows what a Tribunal has to decide, but it does not narrow what the report has to state.
| Rule 8(3) | Requirement |
|---|---|
| (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 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 that were taken into account during the valuation |
| (k) | Conclusion |
| (l) | Caveats, limitations and disclaimers, not to be used to limit the valuer’s own responsibility |
The duty not to disclaim liability for one’s own expertise comes from clause 9 of the Model Code of Conduct in Annexure-I to the Rules, read with Rule 8(3)(l), and not from a separate sub-rule of Rule 8. Valuation standards under Rule 18 have not been notified by the Central Government; until they are, the proviso to Rule 8(1) governs — internationally accepted valuation standards, or standards adopted by a Registered Valuers Organisation. For any valuation under the Insolvency and Bankruptcy Code, International Valuation Standards became mandatory under Circular IBBI/RV/93/2026 dated 1 April 2026.
10. How the engagement runs
| Step | What happens |
|---|---|
| 1 | Scoping call to confirm the transaction, the family or commercial context, and which certificate and signatory are required |
| 2 | Engagement letter recording scope, valuation date, standard applied, fee and restrictions on use — the fee is never contingent on the conclusion |
| 3 | A single consolidated information request, including the shareholding and family-holding structure where relevant |
| 4 | Method selection: DCF for going-concern earning capacity; NAV weighted in where the balance sheet carries material property, plant or inventory, as is common in Kolkata’s legacy manufacturing base; comparable multiples where genuine comparables exist |
| 5 | Draft report shared for verification of facts; the conclusion itself is not negotiated |
| 6 | Signed report issued with the full Rule 8(3) content set and every material input traceable to its source |
| 7 | Support through NCLT, Regional Director or Assessing Officer queries, drawing on the retained working papers |
Securities and financial asset engagements run remotely as a matter of course. Where a Kolkata company also needs the corporate filings around a scheme handled, that sits under secretarial services, and structuring a broader transaction sits under advisory services.
11. Common mistakes to avoid
| Mistake | Consequence |
|---|---|
| Treating a family share transfer as an informal matter needing no valuation | Can trigger unplanned income-tax exposure under the Rule 57 floor, with no contemporaneous file to support the price if examined later |
| Assuming a unanimous family arrangement scheme will be sanctioned regardless of report quality | The Tribunal still tests the report against Rule 8(3); consent narrows the dispute, it does not replace the report |
| Filing an Odisha corporate debtor’s matter at NCLT Kolkata | Odisha has sat under the NCLT Cuttack Bench since 15 July 2018; an outdated jurisdiction list leads to a filing in the wrong forum |
| Assuming a Sikkim company’s scheme or insolvency matter follows its ROC to Kolkata | ROC filings for Sikkim now route to ROC Kolkata-I, but NCLT matters for Sikkim remain with the NCLT Guwahati Bench |
| Using a Registered Valuer’s report for the ESOP exercise-date perquisite FMV | Rule 15(6) requires a Category I Merchant Banker for that specific certificate |
| Assuming a Section 66 capital reduction needs a Registered Valuer’s report | Not a statutory requirement since the Supreme Court’s 10 March 2026 ruling, though still commercially advisable in a selective reduction |
12. Why Choose CA Murli Chandak
- Registration checks out. IBBI/RV/07/2021/14408, Securities or Financial Assets, since 25 October 2021 — searchable directly on the IBBI register.
- Experience with closely-held, multi-generational shareholding. Family arrangement schemes and internal transfers depend on the valuer understanding how value sits across a group of related entities, not only inside a single company’s balance sheet.
- An audit background. Formerly Partner at a chartered accountancy firm, with experience in statutory, concurrent and stock audits, due diligence and forensic work.
- A track record against scrutiny. 300+ valuations across 7+ countries; 15+ purchase price allocations under Ind AS 103 (1 under ASC 805); 30+ impairment tests under Ind AS 36 (1 under ASC 350); assignments defended before Big Four audit teams.
- Coordinated, not fragmented. Debt and equity valuation for 10+ Indian funds; where a Kolkata transaction also needs a Merchant Banker’s certificate or a Land and Building valuer, that is arranged within the same engagement.
13. Frequently asked questions
Q1. How do I verify that a Registered Valuer for a Kolkata company is genuinely IBBI-registered?
A: Search the IBBI registered valuer directory by name. CA Murli Chandak’s registration is IBBI/RV/07/2021/14408, for the Securities or Financial Assets class.
Q2. Does NCLT Kolkata still cover Odisha?
A: No. This was true under the Bench’s original 2016 constitution, but the NCLT Cuttack Bench has handled Odisha’s company law and insolvency matters since it became operational on 15 July 2018.
Q3. Which ROC does a West Bengal company now file with?
A: Effective 16 February 2026, ROC Kolkata was split into ROC Kolkata-I (the district of Kolkata, plus the State of Sikkim) and ROC Kolkata-II (the rest of West Bengal).
Q4. If a Sikkim company’s ROC filings go to Kolkata, does its NCLT scheme also go to Kolkata?
A: No. Sikkim’s ROC filings route to ROC Kolkata-I, but Sikkim’s NCLT matters remain with the NCLT Guwahati Bench, which covers the northeastern states.
Q5. Do we need a Registered Valuer for a family settlement between shareholders?
A: It depends on how the settlement is structured. Where it is formalised as a scheme of arrangement under Sections 230 to 232, a Registered Valuer’s report is required as the expert valuation accompanying the scheme. A plain transfer between family members outside any scheme has no Companies Act trigger, but is tested against the Rule 57 income-tax floor.
Q6. Does unanimous family consent make the valuation report easier to get approved?
A: It narrows what the Tribunal has to decide on the merits of the scheme, and appellate tribunals have generally deferred to consented family arrangements. It does not reduce what Rule 8(3) requires the report itself to contain.
Q7. Is a Registered Valuer’s report enough for an ESOP grant?
A: Not for every stage. The grant-date fair value is commonly supported by a Registered Valuer or independent valuer. The exercise-date perquisite FMV for unlisted shares, under Rule 15(6) of the Income-tax Rules, 2026, must come from a Category I SEBI Merchant Banker instead.
Q8. Does a reduction of share capital under Section 66 need a valuation report?
A: Not as a statutory requirement. The Supreme Court held on 10 March 2026 that Section 66 does not carry the valuation mandate Parliament wrote into Sections 62, 230, 232 and 236.
Q9. What happens if a West Bengal jute or engineering company goes into insolvency?
A: The 2026 IBC valuation framework applies in full — two sets of registered valuers by default, one set where the corporate debtor qualifies as an MSME, and the 23-item report format under Circular IBBI/RV/103/2026. The mechanics are covered in full in the Registered Valuer in Chennai guide.
Q10. What documents does a family business need to start a succession-related valuation?
A: Audited financials for the last 3 to 5 years, the current shareholding pattern including any HUF or trust holding, the group’s corporate structure, and the proposed terms of the family settlement or transfer.
Q11. How long does a valuation for a family arrangement typically take?
A: This depends on how many group entities and asset classes are involved; a single-entity securities valuation with complete data is realistic within 1 to 2 weeks, while a multi-entity family arrangement with land or plant components takes longer to coordinate.
Q12. Can the valuation be done remotely for a Kolkata company?
A: Yes. The engagement runs remotely from scoping call to signed report; a physical meeting in Kolkata is not required.
Q13. Which valuation standards apply?
A: Standards under Rule 18 have not been notified by the Central Government, so the proviso to Rule 8(1) applies — internationally accepted valuation standards, or those adopted by a Registered Valuers Organisation. For IBC valuations, International Valuation Standards are mandatory since 1 April 2026.
14. Speak to CA Murli Chandak
Whether the transaction is a family settlement, an internal restructuring, a Sector V fundraising round, or a matter before NCLT Kolkata, a preliminary discussion covering the purpose, the applicable law and the data available is offered 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
Statutory positions referred to above were verified against primary sources on 10 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.
Related reading: Registered Valuer in Ahmedabad | Registered Valuer in Chennai | Registered Valuer in Mumbai | Company Valuation Services | ESOP Advisory Services
