Annexure III explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Annexure III is the blueprint for a registered valuers organisation (RVO). Part I fixes the governance structure and board composition; Part II is a set of model bye-laws, numbered 1 to 30 under eleven heads, that every RVO's bye-laws must be consistent with. It is referred to in rule 12(1)(i) and (3) and rule 14(f) and (g). This article reads it as amended up to 1 June 2026 (IBBI consolidated text to 22 November 2022 read with G.S.R. 432(E)); later amendments should be checked.
An RVO must be a section 8 company with share capital, with the sole object of carrying on RVO functions, not controlled by persons resident outside India and with not more than forty-nine per cent of its share capital held by such persons. More than half the directors must be independent and resident in India, not more than one fourth may be registered valuers, and an independent director is Chairperson. The model bye-laws cover membership, monitoring, grievances, discipline, appeal and expulsion.
Part I: governance structure
Paragraph 1: who can be an RVO
No person is eligible to be recognised as an RVO unless it is a company registered under section 8 of the Companies Act, 2013 with share capital, and:
- (a) its sole object is to carry on the functions of an RVO under the Act;
- (b) it is not under the control of persons resident outside India;
- (c) not more than forty-nine per cent of its share capital is held, directly or indirectly, by persons resident outside India;
- (d) it is not a subsidiary of a body corporate through more than one layer (a "layer" means a subsidiary); and
- (e) itself, its promoters, its directors and persons holding more than ten per cent of its share capital are fit and proper persons.
Since 1 June 2026, rule 12(1)(i) also requires a minimum paid-up share capital of twenty-five lakh rupees; our article on rules 12 to 14A sets out that clause and the date by which existing RVOs must comply.
An organisation checking whether it meets these five tests can take compliance advisory support before it applies.
Paragraphs 2 and 3: bye-laws and their amendment
- Paragraph 2. The RVO submits its bye-laws with its application; they must provide for all matters in the Part II model bye-laws and be consistent with them at all times; and the RVO publishes its bye-laws, the composition of all committees and all policies on its website.
- Paragraph 3. The Governing Board may amend the bye-laws by a resolution with votes in favour not less than three times the votes cast against, by the directors. The resolution is filed with the authority within seven days of passing for its approval. The amendment takes effect on the seventh day of receipt of approval, unless the authority specifies otherwise, and a printed copy of the amended bye-laws is filed within fifteen days from when the amendment is made effective.
Paragraph 4: the Governing Board
| Point | Requirement |
|---|---|
| Size | A minimum number of directors, left blank in the model for the RVO to fill |
| Residence | More than half the directors resident in India at appointment and at all times during tenure |
| Registered valuers | Not more than one fourth of the directors |
| Independent directors | More than half, at appointment and at all times; no board meeting without at least one independent director present |
| Who is independent | An individual with expertise in finance, law, management or valuation, who is not a registered valuer, not a shareholder of the RVO, and who meets section 149(6) of the Act |
| Chairperson | Elected by the directors from the independent directors |
| Rounding | "More than half" is rounded to the next higher number; "not more than one fourth" is rounded down |
Part II: the model bye-laws
| Head | Bye-laws | Gist |
|---|---|---|
| I. General | 1 to 3 | Name, section 8 status and registered office; no amendment except under Annexure III |
| II. Definitions | 4 | "Governing Board" as in section 2(10); "relative" as in section 2(77) |
| III. Objectives | 5 | Carry on RVO functions under the Rules and nothing inconsistent with them |
| IV. Duties of the organisation | 6 | Ethical standards, compliance, fair practices and accountability to the authority |
| V. Committees | 7 and 8 | Optional Advisory Committee (which may advise on development of the profession, standards of conduct and good practice in valuation); mandatory Membership, Monitoring, Grievance Redressal (at least three members) and Disciplinary Committees (with at least one nominee of the authority); each chaired by an independent director |
| VI. Membership | 9 to 12 | Eligibility, enrolment process, fee, register of members |
| VII. Duties of members | 13 and 14 | Good faith, integrity, independence, competence, confidentiality; a code of conduct consistent with Annexure I |
| VIII. Monitoring | 15 to 20 | Monitoring policy; twice-yearly information from members; report to the authority |
| IX. Grievance redressal | 21 and 22 | Policy, committee powers and contents |
| X. Disciplinary proceedings | 23 to 25 | Show-cause notice, orders, expulsion grounds, Appellate Panel |
| XI. Surrender and expulsion | 26 to 30 | Temporary surrender, surrender, expulsion |
Membership (bye-laws 9 to 12)
No individual is enrolled if he is not eligible to be registered as a valuer; the Governing Board may add requirements, which cannot discriminate on grounds of religion, race, caste, gender, place of birth or professional affiliation. The RVO may reject an application for reasons recorded in writing, communicated within thirty days of receipt, excluding time given to remove deficiencies. An aggrieved applicant may appeal to the Membership Committee within thirty days, and the Committee disposes of the appeal within thirty days. The RVO keeps a register of members, open to inspection by the authority and by any person with the member's consent.
Monitoring (bye-laws 15 to 20)
The RVO has a Monitoring Policy, which must respect privacy, keep information confidential except where the authority or law requires disclosure, and be non-discriminatory. Members submit information on ongoing and concluded engagements at least twice a year. The Monitoring Committee reviews it, and the RVO reports to the authority on the appointments made, the transactions and the outcome of each appointment.
Grievances and discipline (bye-laws 21 to 25)
The Grievance Redressal Committee may dismiss a grievance as devoid of merit, initiate mediation, or refer it to the Disciplinary Committee. The Disciplinary Policy covers fact-finding, show-cause notices and reasoned orders under natural justice. Orders may include expulsion, suspension, admonishment, monetary penalty, reference to the authority and directions on costs. Expulsion is open if the member committed an offence punishable with imprisonment exceeding six months or involving moral turpitude, or a gross violation that makes him not fit and proper. Orders go on the website within seven days. An Appellate Panel of one independent director, one member each with experience in law and in valuation, and one nominee of the authority hears appeals filed within thirty days of the final order, and disposes of them within thirty days.
Surrender and expulsion (bye-laws 26 to 30)
A member applies at least thirty days before he becomes a person not resident in India, takes up employment or starts business other than as the code permits. The 2022 Explanation to clause 26(1)(b) says that a member functioning as a whole-time director in the company registered as valuer is not treated as taking up employment for this purpose. A temporary surrender is refused if a grievance or proceeding is pending without an undertaking to cooperate, or the member is appointed for a process under the Act where another appointment could harm that process. A permanent surrender takes effect thirty days after acceptance, once dues are cleared. A member is expelled on ineligibility under bye-law 9, thirty days after the Disciplinary Committee's order unless set aside or stayed, non-payment despite two notices, cancellation of registration by the authority, or an order of a court.
For the authority's own cancellation procedure, see our article on rules 15 to 17.
Example
Crestline Valuers Foundation, a section 8 company, drafts its bye-laws. It plans a board of nine directors. At least five must be independent and resident in India; at most two (nine divided by four, rounded down) may be registered valuers; an independent director is elected Chairperson; and no meeting may go ahead without at least one independent director. Its Governing Board later amends a bye-law by a resolution passed by fourteen votes to five. Three times five is fifteen, so the resolution fails. A vote of fifteen to five would pass.
Need help with RVO bye-laws or governance?
Drafting bye-laws that match the model, and keeping board composition and committees in line, needs care. Our team can assist through compliance advisory.
Key takeaways
- An RVO is a section 8 company with share capital and a sole object of carrying on RVO functions.
- Foreign control is barred and foreign holding is capped at forty-nine per cent.
- More than half the directors are independent and resident in India; at most one fourth are registered valuers.
- Bye-law amendments need a three-to-one majority and the authority's approval, filed within seven days.
- Committees: Membership, Monitoring, Grievance Redressal and Disciplinary, each chaired by an independent director, plus an Appellate Panel.
- Expulsion follows ineligibility, a Disciplinary Committee order, non-payment, cancellation of registration or a court order.
Read next
- Rules 12 to 14A: registered valuers organisations
- Annexures I, II, IV and V: code of conduct, forms, qualifications and fees
- Section 247: registered valuers
- Section 149: the section that builds the board
Disclaimer: Based on the Companies (Registered Valuers and Valuation) Rules, 2017 as consolidated by the Insolvency and Bankruptcy Board of India up to 22 November 2022, read with G.S.R. 432(E) of 1 June 2026 (consulted on 3 October 2026). Later amendments, fees, forms and the Companies Act, 2013 provisions referred to should be checked. This article is general information, not legal advice; check the official text before acting.