§ 01 — What It Is
The valuation that decides whether your filing goes through.
Whenever shares of an Indian company move between a resident and a non-resident — a foreign investor subscribing to a round, an NRI shareholder exiting, a gift or transfer across the border, or an Indian company investing overseas — FEMA's pricing guidelines set a floor or ceiling on the price. A valuation certificate from an eligible valuer, following an internationally accepted pricing methodology, is what evidences compliance to the AD bank processing the remittance and the filing.
This is a category where regulatory fluency matters as much as valuation technique. The same transaction can sit at the intersection of FEMA and the RBI's master directions, the Companies Act and the Income Tax Act — each with its own valuation trigger, and they do not always point the same way. We prepare the certificate so the number works under every framework that applies, signed by a senior valuer — a Chartered Accountant and IBBI Registered Valuer for Securities or Financial Assets — who stands behind it through the filing.
§ 02 — Who Needs It
Common triggers
- FDI round closing — a foreign investor is subscribing to shares or convertibles and the issue price must be supported before allotment and the FC-GPR filing.
- Non-resident exit or entry — a transfer of shares between a resident and a non-resident, in either direction, needs a pricing-guideline valuation before the FC-TRS window closes.
- RBI or FEMA filing deadline — the AD bank has asked for a valuation certificate and the reporting clock is already running.
- Gift or family transfer across the border — a resident gifting shares to a non-resident relative, or vice versa, where FEMA and income-tax valuation rules interact.
- ODI transactions — an Indian company or resident acquiring or divesting equity in a foreign entity, where overseas investment rules require a valuation.
§ 03 — Our Approach
Built for first-pass acceptance
An AD bank's compliance desk is not looking for the most elegant model — it is looking for a certificate that maps cleanly onto the regulation. We build for exactly that:
- Regulation first — we identify every framework the transaction touches (FEMA pricing guidelines, RBI master directions, Companies Act, Income Tax Rules) and confirm which direction the pricing constraint runs before any modelling begins.
- Internationally accepted methodology — the valuation itself follows a recognised pricing methodology, applied properly and documented, not a boilerplate DCF stapled to a certificate.
- Certificate drafted for the reviewer — the regulatory basis, methodology, valuation date and conclusion are stated the way AD banks and statutory auditors expect to read them, reducing query cycles.
- Cross-check against tax rules — where Rule 11UA or Section 56(2) valuations also apply, we flag conflicts early so one certificate does not create a problem under another statute.
Alongside the certificate you get a 1-page plain-English value narrative and a post-delivery advisory note — so your CS, banker and counterparty all understand the number, not just receive it.
§ 04 — FAQ
Questions we hear before every mandate
Which transactions actually need a FEMA valuation?
Broadly: issue of shares or convertibles by an Indian company to a non-resident, transfer of shares between a resident and a non-resident in either direction, and overseas direct investment by Indian parties. Listed-company transactions follow market-price rules instead. If you describe the transaction on a scoping call, we will tell you plainly whether a valuation is required — and under which regulations — before quoting.
Who is eligible to issue the valuation certificate?
Depending on the transaction, FEMA and the RBI's directions accept certificates from a Chartered Accountant, a SEBI-registered merchant banker or, in certain cases, a practising professional applying an internationally accepted pricing methodology. As a CA and IBBI Registered Valuer for Securities or Financial Assets, the signing valuer here satisfies the eligibility AD banks look for across the common transaction types.
What happens if the pricing guidelines are breached?
A transaction priced outside the guideline range is a FEMA contravention — the AD bank can refuse to process the filing, and regularisation typically means compounding proceedings with the RBI, which cost time, money and disclosure. It is far cheaper to get the pricing evidenced correctly before the transaction than to unwind it afterwards. That is precisely what the certificate exists to prevent.
We have a filing deadline. How fast can you deliver?
For standard mandates, an indicative valuation range within 5–7 business days and the signed certificate and report within 10–15. If an FC-GPR or FC-TRS window is closing sooner, say so at scoping — we will tell you honestly whether the deadline is achievable with the information available, and commit a timeline in writing if it is.
How is the fee structured?
Fixed fee, agreed against a written scope before work begins — the transaction type, entity complexity and deadline determine the quote, not an hourly meter. If the scope genuinely changes mid-engagement, we re-quote before proceeding.