About Business Valuation
Business valuation for M&A transfer pricing fundraising buy-back DCF NAV market multiple methods. Forms handled: Valuation Report, Section 56(2)(viib), Rule 11UA. Legal basis: Income Tax Rules 11UA Section 56(2) and Companies (Share Capital) Rules 2014.
Plain-English glossary for this service
Comparable Companies Analysis — relative-valuation approach using trading multiples (EV/EBITDA, EV/Sales, P/E) of listed peer companies. Requires careful screening for size, growth, profitability, and geography to ensure functional comparability.
DPIIT-recognised startup angel-tax exemption — Notification GSR 127(E) read with Section 56(2)(viib) proviso exempts DPIIT-recognised startups from angel tax provided paid-up capital plus share premium does not exceed ₹25 crore and the investor satisfies specified criteria.
Section 50CA — treats stamp-duty value as full value of consideration for transfer of unquoted shares where the actual consideration is less than the FMV computed under Rule 11UAA. Plugs the undervaluation route between related parties.
Rule 11UA(2) — prescribes the methods for determining FMV of unquoted equity shares for Section 56(2)(viib) purposes: either NAV method under sub-rule (1)(c)(b) or DCF method by a Category-1 SEBI-registered merchant banker. The DCF report is valid for 90 days from the date of the report for share-issuance purposes.
Discounted Cash Flow Method — projects future free cash flows of a business over an explicit forecast period (typically 5 years) plus a terminal value, and discounts them to present value using a risk-adjusted discount rate. Prescribed under Rule 11UA(2)(b) for unlisted equity-share valuation by a Category-1 merchant banker.
Discount for Lack of Marketability (DLOM) — reduction applied to the value of unlisted-company shares to reflect the absence of a ready market for sale. Indian valuation practice typically applies 20%-30% DLOM; ICAI Valuation Standard 103 governs.
Weighted Average Cost of Capital — blended cost of equity and after-tax cost of debt weighted by their respective market-value proportions in the capital structure. Indian listed-company WACC typically ranges 11%-14%; unlisted-startup WACC 18%-25%.
Price-to-Book ratio — equity-value multiple computed as market price per share divided by book value per share. Useful for banks and capital-intensive sectors where book value is meaningful.
Enterprise Value to EBITDA multiple — relative-valuation multiple commonly applied in Comparable Companies Analysis. Indian listed mid-cap median trades at 10x-14x; high-growth sectors like SaaS at 20x-30x.
Net Asset Value — book-based valuation method where equity value equals total assets minus total liabilities. Rule 11UA(1)(c)(b) prescribes book-NAV for unquoted equity in non-DCF contexts. Conservative floor for distress and holding-company valuations.
Free Cash Flow to Firm — cash flow available to all capital providers (equity and debt) before financing costs. Computed as EBIT(1-tax) + Depreciation - Capex - change in working capital. Discounted at WACC to arrive at enterprise value.
Risk-Free Rate — yield on a default-free instrument used as the base in CAPM. In India the 10-year G-Sec yield is the conventional proxy, typically 6.8%-7.4% as on recent valuation dates.
Operative provisions cited on this page
Every claim on this page can be traced back to a section or rule below.
Income Tax Rules 11UA Section 56(2) and Companies (Share Capital) Rules 2014 is the operative provision for business valuation in this engagement. Business valuation for M&A transfer pricing fundraising buy-back DCF NAV market multiple methods The taxpayer should ensure the procedural conditions under this section are met before any filing or submission. Failure to comply attracts the consequences separately prescribed under the penalty and interest provisions of the same Act.
Forms used in this engagement
Primary deliverable - establishes Fair Market Value of equity for Income Tax (Rule 11UA), Companies Act (Section 247), FEMA NDI, and Ind AS 113 reporting purposes; underpins board, shareholder and statutory filings.
Standalone FMV certificate evidencing that the issue price of shares to residents (and post-2023 to non-residents) does not exceed the prescribed FMV, neutralising angel-tax exposure under Section 56(2)(viib) and Section 56(2)(x).
IBBI-Registered Valuer (SFA asset class) report supporting preferential allotment under Section 62(1)(c), buy-back under Section 68, share-swap under Sections 230-232, FEMA NDI pricing, and ESOP fair value under Ind AS 102.
Compliance deadlines that matter
Miss any of these and the next consequence kicks in automatically.
DCF vs NAV/Market
Three named tax practitioners — not a faceless outsourcer
B.Com, CA Inter, GST Practitioner. 15+ years and 500+ Chennai engagements. Leads the notice-reply and CMA project-report practice.
B.Com. 15+ years in statutory and ROC compliance, partnership-firm matters, and audit-support engagements.
B.Com, M.Com. 5+ years on monthly GST returns, GSTR-2B reconciliation, and ASMT-10 first-touch responses.