FEMA share valuation
Fair value under the Non-Debt Instruments Rules for share issues and transfers involving non-residents, using an internationally accepted pricing method.
T K Chandy & Associates provides business valuation services in Kochi for share issues and transfers under FEMA, income-tax fair market value, Companies Act transactions, mergers, ESOPs and start-up fundraising, using DCF, net asset value and market multiples. Where the law requires an IBBI registered valuer, that report is issued by an IBBI-registered valuer.

At a glance
A valuation answers a simple question, what is this business or share worth, but the answer depends on why you are asking. A Kochi start-up raising money from a US investor needs a value that satisfies FEMA. A family company buying out one shareholder needs a value that stands up to income tax. A merger of two group companies needs a share exchange ratio backed by a registered valuer's report.
Our business valuation services in Kochi start by identifying every law that applies to the transaction, so one engagement covers FEMA, income tax and the Companies Act together and the numbers do not contradict each other. The chartered accountants at T K Chandy & Associates prepare the financial analysis, projections review and valuation reports. Where the law requires a valuation by an IBBI registered valuer, such as under section 247 of the Companies Act, the report is issued by an IBBI-registered valuer for securities or financial assets, and we coordinate the work with them so you deal with one team.

When you need a valuation
We prepare valuations for businesses across Ernakulam and Kerala, including:
What the engagement covers
Fair value under the Non-Debt Instruments Rules for share issues and transfers involving non-residents, using an internationally accepted pricing method.
Valuation under the income-tax rules (Rule 57 of the Income-tax Rules, 2026, which replaced Rule 11UA) for share transfers and receipts below fair market value.
Preferential allotments, private placements, buy-backs and schemes, with the registered valuer's report arranged where section 247 requires it.
Share exchange ratios and fairness analysis for amalgamations, demergers and group restructuring.
Fair value of shares for perquisite tax and of options for accounting, using option pricing models where required.
Valuation support for priced rounds, SAFEs and convertible notes, and a defensible basis for negotiating with investors.
Valuations for buy-outs, family settlements and disputes between partners or shareholders.
Testing the business plan behind a DCF valuation, so revenue growth and margins are realistic and documented.
Independent review of a seller's valuation or an investor's offer before you sign.
Who can sign
The same shares can need more than one report. Here is who can sign under each law:
| Purpose | Law | Can a chartered accountant sign? |
|---|---|---|
| Issue or transfer of unlisted shares involving a non-resident | FEMA (Non-Debt Instruments) Rules, 2019 | Yes |
| Fair market value for income tax on transfer or receipt of shares | Income-tax Act, 2025 and Income-tax Rules, 2026 | Yes, for most methods |
| Preferential allotment or private placement by an unlisted company | Companies Act, 2013 (section 62 and 42 with section 247) | No, IBBI registered valuer |
| Merger, demerger or scheme of arrangement | Companies Act, 2013 (sections 230–232) | No, IBBI registered valuer |
| Insolvency resolution and liquidation | Insolvency and Bankruptcy Code, 2016 | No, IBBI registered valuer |
| ESOP perquisite value of unlisted shares | Income-tax rules | No, prescribed valuer (merchant banker under the 1962 Rules) |
| Fundraising, negotiation and internal decisions | No statutory requirement | Yes |
Where a registered valuer or merchant banker must sign, the report is issued by them; we prepare the financial information and coordinate so the reports under different laws are consistent.
Valuation methods
We usually apply more than one method and explain why one is given more weight.
Our process
Step01
We confirm the purpose, the valuation date, the laws that apply and who must sign, and agree the scope in an engagement letter.
Step02
We collect financial statements, projections and business details, and meet management to understand the drivers of value.
Step03
We test projections, select the methods, find comparables and compute values, then reconcile the results.
Step04
We share a draft with our key assumptions, discuss sensitivities with you and correct factual errors.
Step05
We issue the final report, or arrange the registered valuer's report where the law requires one, ready for the bank, RBI filing, ROC or tax records.

Be ready
To start a share or business valuation, please share:
Worked example
A Kakkanad health-tech start-up agreed to issue preference shares to a Singapore-based investor and equity shares to two resident angel investors in the same round.
The investor's due diligence accepted the reports without changes, and the company had one consistent valuation file for FEMA, the ROC and its auditors.
Fees and timing
The fee depends on the purpose and the laws involved, the number of reports needed (FEMA, income tax, Companies Act), the size and complexity of the business, the number of subsidiaries, the quality of projections, and whether a registered valuer or merchant banker must sign. We agree a fixed fee in writing after understanding the transaction. A straightforward share valuation with organised information usually takes one to two weeks; mergers and multi-entity valuations take longer.
Why T K Chandy & Associates
Every valuation reviewed by an experienced chartered accountant who understands accounts, tax and audit.
FEMA, income tax and Companies Act valuations prepared together so the reports agree.
Where the law requires an IBBI registered valuer or merchant banker, we say so and arrange it, rather than issuing a report that will not be accepted.
Projections challenged and documented, so the value stands up to investors, auditors and the tax department.
Experience with foreign investors and support from associate firms in the UAE and the UK through SGA World International.
Business plans and deal terms handled under ICAI ethics and kept secure.
Related services
FC-GPR, FC-TRS and pricing compliance after a valuation.
Financial and tax due diligence before an investment or acquisition.
PAS-3, MGT-14 and other filings for share issues and schemes.
Pricing of cross-border share and group transactions.
Projections, investor reporting and financial planning for growing companies.
Get a quote
Tell us the purpose of the valuation, the valuation date and whether foreign investors are involved. We will reply with the reports needed and a fixed fee.
Prefer to talk now? Call +91 484 354 1530 or email [email protected].
Who prepared this page
This page is prepared by the audit and tax team at our Kakkanad, Kochi office and checked against the Companies Act, the Income-tax Act, GST law and ICAI standards. It is reviewed whenever the rules change.
Have a question about your business?
Tell us your entity type, what you need and any deadline. A chartered accountant will reply.
Ask an expertFrequently asked questions
Short answers to the questions clients in Kochi ask us most. Still unsure?
Talk to our teamIt depends on the law. A chartered accountant, SEBI-registered merchant banker or practising cost accountant can value shares for FEMA. Valuations required under the Companies Act must be done by an IBBI registered valuer. For income tax, the rules specify who may value for each purpose.
Section 247 of the Companies Act, 2013 requires valuations under the Act, such as for preferential allotments and schemes of arrangement, to be done by a person registered with the Insolvency and Bankruptcy Board of India (IBBI) as a registered valuer in the relevant asset class.
Where the law requires a registered valuer's report, the report is issued by an IBBI-registered valuer for securities or financial assets. We prepare the financial analysis and coordinate the engagement so you work with one team.
Shares issued to a non-resident must be priced at not less than their fair value, worked out by an internationally accepted pricing method and certified by a chartered accountant, SEBI-registered merchant banker or practising cost accountant.
No. The tax on share premium received by closely held companies above fair market value was abolished from assessment year 2025-26. Fair market value rules still apply to transfers and receipts of shares below value.
Under the Income-tax Rules, 2026, which apply from 1 April 2026, the fair market value rules for shares and securities are in Rule 57, which replaced Rules 11UA, 11UAA and 11UAB of the 1962 Rules.
Discounted cash flow values a business by projecting the free cash flows it will generate and discounting them to today at a rate that reflects the risk of the business. It suits growing companies with reliable projections.
Net asset value takes the company's assets less its liabilities, at book value or adjusted to market values, and divides by the number of shares. It suits holding companies and asset-heavy or loss-making businesses.
Usually with DCF on the business plan, cross-checked with revenue multiples of comparable companies and the price of recent funding rounds. The projections must be realistic and documented, because investors and tax officers will test them.
There is no fixed validity period in most laws, but a valuation is made as at a specific date. Banks and investors usually expect a report dated close to the transaction, and a material change in the business needs a fresh valuation.
For income tax, transfers of unquoted shares below fair market value can create tax for both parties, although gifts from relatives are exempt for the recipient. A valuation helps fix a price that avoids unexpected tax.
For income tax, the fair market value of the shares on the exercise date is taxed as a perquisite; for unlisted companies the rules prescribe who must value the shares (a SEBI-registered merchant banker under the 1962 Rules). For accounting, the options are fair-valued using an option pricing model such as Black-Scholes.
A scheme of merger or demerger under sections 230 to 232 of the Companies Act needs a valuation report from an IBBI registered valuer to support the share exchange ratio, which is placed before the shareholders, creditors and the tribunal.
There is no fixed rate. The fee depends on the purpose, the number of reports and laws involved, the size of the business and whether a registered valuer or merchant banker must sign. We give a fixed fee in writing after understanding the transaction.
Usually not. Each law has its own method rules and signatory. The underlying analysis can be shared, but separate reports or certificates are often needed, and we prepare them so the values are consistent.
References:Insolvency and Bankruptcy Board of India – registered valuers · RBI – FEMA notifications · Income Tax Department · Ministry of Corporate Affairs — reviewed 29 October 2026