Disclosure Categories 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.
The rules say what a valuation report must contain. Whether it can be defended depends on what it contains beyond that.
Where the floor sits
Rule 8(3) of the Companies (Registered Valuers and Valuation) Rules, 2017 requires disclosures relating to:
- the valuer;
- the purpose of the valuation;
- the approach adopted;
- the basis of conclusions; and
- the certifications and declarations accompanying the report.
Regulation 35 of the CIRP Regulations further requires determination of both Fair Value and Liquidation Value.
Compliance is essential. But a defensible report ordinarily requires disclosures that go beyond the regulatory minimum.
The twelve disclosure categories in a defensible report
| Category | Content and purpose |
|---|---|
| Purpose, basis of value and valuation date | Explicit statement of whether Fair Value, Liquidation Value or both were determined; the applicable regulatory basis; the valuation date and the conceptual basis of value adopted |
| Scope of work and intended users | Assignment scope, assets or interests covered, the intended user chain and limitations on reliance by unintended users |
| Methodology selection rationale | Approaches and methods adopted; reasons for selection; approaches considered but not adopted; cross-checks and reconciliation procedures performed |
| Information sources and extent of verification | Key documents, financial information, management representations and market data relied upon; verification procedures performed; limitations encountered |
| Key assumptions and valuation inputs | Material assumptions, key inputs, source of information, rationale for adoption and sensitivity to changes |
| Reconciliation of conclusions | Weighting or reliance placed on different approaches where more than one was applied, and the analytical basis for the final conclusion |
| Limitations, extraordinary assumptions and material valuation uncertainty | Scope limitations, extraordinary assumptions, information constraints and their potential impact on the conclusion |
| Sensitivity and scenario testing | Key value-driver sensitivities, scenario testing where appropriate, and interpretation of results |
| Independence and conflict disclosures | Assignment-specific independence confirmation, conflict assessment and safeguards adopted |
| Subsequent events | Material events between the valuation date and the report date, and assessment of their impact |
| Fair Value and Liquidation Value conclusions | Separate disclosure, together with an explanation of material differences between the two |
| Certification and compliance declarations | Compliance with applicable valuation standards, professional qualifications, registration details and other required declarations |
Reconciliation of valuation conclusions and the explanation of material differences between Fair Value and Liquidation Value are not on the Rule 8(3) list, and both are routinely missing.
Reconciliation matters because applying two approaches and reporting a single number leaves the reader unable to see how the conclusion was reached — and arbitrary averaging or weighting between methods is itself a recognised inconsistency risk. Disclosing the weighting and the analytical basis for it is what turns two indications of value into one defensible conclusion.
Explaining the gap between the two statutory conclusions matters more still. That gap is what the CoC evaluates a resolution plan against. A report that produces both figures and never explains why they differ has satisfied Regulation 35 while leaving its most important output unexplained — a failure that reduces the usefulness of the report for stakeholders evaluating alternative outcomes.
What good disclosure architecture achieves
Disclosure architecture is the manner in which material information, assumptions, limitations, analytical reasoning and professional judgement are organised and presented — the sequencing of disclosures, their placement relative to the analysis they support, and the balance between narrative and structured presentation.
A well-structured report guides the reader logically from the valuation objective and scope, through the information considered, assumptions adopted, methodology applied and analysis performed, to the final conclusion.
What poor architecture does
- material assumptions disclosed without explanation;
- limitations buried in appendices or generic boilerplate sections;
- conclusions presented without supporting analytical discussion;
- excessive narrative that obscures key messages; and
- important disclosures appearing too late in the report to provide meaningful context.
The test the disclosure categories are meant to satisfy
The objective is not merely to satisfy regulatory requirements but to enable a knowledgeable reader to understand:
- how the valuation conclusion was reached;
- the assumptions on which it depends; and
- the limitations that may affect its interpretation.
Common mistakes
- Treating the Rule 8(3) list as the complete disclosure specification.
- Applying two approaches and never disclosing the reconciliation between them.
- Reporting both statutory conclusions without explaining the gap.
- Placing important disclosure categories where the reader reaches them last.