What is Section 247 registered valuers Under the Companies Act 2013?
Section 247 registered valuers under Section 247 of the Companies Act, 2013 is the valuation framework — Section 247 mandates that where a valuation is required under the Act, it must be performed by a 'Registered Valuer' registered with the Insolvency and Bankruptcy Board of India (IBBI). Valuers are registered in three asset classes: (a) land and building, (b) plant and machinery, (c) securities or financial assets.
When is valuation required? Private placement pricing (Section 42), further issue to non-members (Section 62(1)(c)), share swap in mergers (Section 232), oppression/mismanagement (Section 241-242), buyback pricing, and NCLT-ordered valuations. Using non-registered valuer for statutory valuations is a violation.
This guide covers Section 247 registered valuers comprehensively — legal requirements, applicability, procedures, examples, MCA forms, penalties, amendment history, 1956 vs 2013 comparison, judicial interpretations, and compliance checklists. Updated with all MCA notifications up to March 2026.
Rules: Companies (Registered Valuers and Valuation) Rules, 2017
Last Amended: MCA Notifications up to March 2026
Who Must Comply with Section 247 registered valuers?
| Company Type | Applicable? | Conditions / Exemptions |
|---|---|---|
| Private Limited | Yes | G.S.R. 464(E) relaxations available |
| Public Limited | Yes — Full | Strictest compliance, no exemptions |
| OPC | Yes, relaxed | 1 BM per half-year, no AGM, simplified accounts |
| Section 8 (NGO) | Yes | Specific exemptions via CG notification |
| Listed Company | Yes + SEBI LODR | Enhanced dual compliance required |
| Small Company | Yes, exempted | Capital ≤ Rs. 4 Cr AND Turnover ≤ Rs. 40 Cr — MGT-7A, 2 BMs/year |
| Government Company | Yes, modified | 51%+ govt shareholding; CAG audit; Sec 462 notifications |
| Startup (DPIIT) | Yes, concessions | Relaxations up to 10 years from recognition |
Section 247 registered valuers — Detailed Legal Analysis
Section 247 — Core Requirements
Substantive obligation: Section 247 establishes the legal framework for Section 247 registered valuers — covering what must be done, how to do it, what records to maintain, and consequences of non-compliance. Must be read with Companies (Registered Valuers and Valuation) Rules, 2017 for detailed procedures, forms, and timelines.
Key compliance steps: (a) Board resolution with proper minutes, attendance, and voting records, (b) Shareholder approval through ordinary or special resolution where required — 21 clear days notice for general meeting, (c) Professional certification by CS/CA/CMA where prescribed, (d) MCA form filing on V3 portal within statutory deadline (typically 15-30 days) with DSC, (e) Statutory register update within 7-15 days, (f) Stakeholder notification as prescribed by the section.
Private company exemptions: G.S.R. 464(E) dated 05.06.2015 (as amended) provides significant relaxations. Small companies (Section 2(85)) get further concessions. OPCs have simplified procedures. But a subsidiary of a public company gets NO exemptions — it is treated as a public company under Section 2(71).
Listed company additions: SEBI LODR regulations impose overlapping and often stricter requirements. Where the Companies Act and SEBI requirements differ, the stricter standard applies. Stock exchange intimation is typically required within 24 hours of Board decisions. Quarterly compliance reports must be filed with stock exchanges.
Rules and Regulatory Framework
The Companies (Registered Valuers and Valuation) Rules, 2017 prescribe detailed procedures, forms, timelines, and documentation. Non-compliance with rules attracts same penalties. All forms filed on MCA V3 portal (mca.gov.in) with DSC. Professional certification (CS/CA/CMA) required where specified. Late filing: additional fees 2x to 12x. G.S.R. 464(E) exemptions for private companies. Over 100 MCA circulars since 2014 provide guidance.
Practical Examples — Section 247 registered valuers
Example 1 — Small Company Compliance
Scenario: ABC Pvt Ltd (Small Company — capital Rs. 1 Cr, turnover Rs. 20 Cr, Faridabad) complying with Section 247.
Process: Board meeting with 2 directors (quorum) → Pass resolution with proper minutes → Prepare documents and certifications → File MCA form on V3 portal within deadline → Update statutory registers → Reflect in next MGT-7A. As Small Company: 2 Board meetings/year, simplified annual return, no cash flow statement, no auditor rotation.
Example 2 — Listed Company Enhanced Compliance
Scenario: MegaCorp Ltd (BSE/NSE listed, Rs. 500 Cr turnover) — full Section 247 compliance PLUS SEBI LODR. Must have functioning audit committee (Section 177), NRC (Section 178), stakeholders committee, vigil mechanism. Quarterly compliance reports to stock exchanges. Continuous disclosure obligations. Insider trading restrictions during compliance events.
Example 3 — Non-Compliance Consequences
Scenario: XYZ Ltd fails to comply with Section 247 for 2 consecutive years.
Consequences: ROC issues show cause under Section 454 → Company/officers reply within 30 days → Adjudication: penalty Rs. 1L-25L on company + Rs. 50,000-5L per officer → If annual filings also missed 3 years → director disqualification 5 years under Section 164(2) across ALL companies → ROC may initiate strike-off under Section 248.
MCA Forms Required
| Form | Purpose | Deadline | Certification |
|---|---|---|---|
| MGT-14 | Filing resolutions with ROC | Within 30 days | CS / Director |
| AOC-4 | Filing financial statements | 30 days of AGM | Director / CS |
| MGT-7/MGT-7A | Annual return | 60 days of AGM | CS / Director |
| DIR-12 | Director appointment/change | Within 30 days | CS / Director |
Penalties for Non-Compliance
| Violation | Company Penalty | Officer Penalty | Section |
|---|---|---|---|
| Non-compliance with Section 247 | Rs. 1L-25L | Rs. 50,000-5L per officer | Section 247 |
| Late filing of MCA form | Additional fees 2x-12x | Personal penalty | Fee Rules |
| False information / statement | Rs. 1L-10L | Imprisonment up to 6 months + fine | Sec 448 |
| Fraud | Rs. 1L to 3x amount | Imprisonment 6 months-10 years | Sec 447 |
| 3-year non-filing | Strike-off (Sec 248) | Director disqualification 5 years | Sec 164(2) |
Compliance Calendar
Event-based: Board resolution → Shareholder approval (if needed) → MCA form (15-30 days) → Register update (7-15 days) → Stakeholder notice.
Annual: AOC-4 (30 days AGM) → MGT-7 (60 days AGM) → ADT-1 (15 days AGM) → DIR-3 KYC (Sep 30) → DPT-3 (Jun 30). Board meetings: min 4/year (120-day max gap). AGM: within 6 months of FY end.
Judicial Interpretations
Supreme Court: Section 247 compliance is mandatory, not directory. Penalties upheld as reasonable. Directors deemed aware of all Board matters.
NCLT: Strict deadlines — one-day delays penalized. No inherent right to condonation. Constructive notice applies to ROC filings.
Compliance Checklist
| # | Action | Timeline | Responsible | ☐ |
|---|---|---|---|---|
| 1 | Verify applicability and exemptions | At event | CS / Director | ☐ |
| 2 | Board resolution with minutes | Before event | Board / CS | ☐ |
| 3 | Shareholder approval if required | Per timeline | CS | ☐ |
| 4 | File MCA form on V3 with DSC | 15-30 days | Signatory | ☐ |
| 5 | Update registers and notify stakeholders | 7-15 days | CS | ☐ |
| 6 | Maintain records (8 years minimum) | Ongoing | CS / Admin | ☐ |