Stocks, securities or net worth of co: SECP allows registered valuers to conduct valuation

ISLAMABAD: The Securities and Exchange Commission of Pakistan (SECP) has allowed registered valuers, ie, consulting engineers registered with the Pakistan Engineering Council (PEC) and chartered accountants for valuation of properties, stocks/shares, securities or any other assets or net worth of a company or its liabilities.

The SECP has issued SRO1461 (I)/2021, here on Wednesday to amend Companies (Further Issue of Shares) Regulations, 2020.

According to the revised regulations shared by the SECP officials at the SECP headquarters, where valuation is required in respect of any property, stocks, shares, debentures, securities or goodwill or any other assets or net worth of a company or its liabilities under the provisions of this Act, the following persons shall be eligible to conduct the requisite valuation:(I) Consulting engineers registered with the PEC; (II) Practicing chartered accountants having satisfactory Quality Control Review awarded by the Institute of Chartered Accountants of Pakistan (ICAP), and (III) any other person as may be notified by the commission.

The valuers eligible shall also be deemed to be registered with the commission and shall be entitled to conduct valuation as required subject to fulfillment of the requirements.

All such valuers shall continue to be regulated, administered and monitored by the entities in which they are originally registered, and shall comply with all relevant rules, regulations, instructions, etc, of such entities in addition to requirements of the Act.

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The new procedure shall not be applicable on valuers engaged in valuation of banking transactions and such valuers shall continue to be regulated under the applicable laws.

About the qualification and experience for valuation, the SECP-stated that the following valuers, who are independent shall be eligible to conduct valuation:

(a) In respect of movable property, ie, plant and machinery, immovable property, ie, land, building etc, and natural resources and exploration thereof, by a valuer registered with the PEC as a consulting engineer.

(b) In respect of stocks, shares, debentures, securities, net worth of a company or an undertaking, goodwill and other intangible assets, services, and liabilities, by a valuer, who is a practicing chartered accountant having satisfactory Quality Control Review awarded by the ICAP.

(c) In respect of value of all other assets, not covered in clauses (a) and (b), by a valuer registered with the PEC as a consulting engineer, having experience as a valuer of at least five years in the relevant field.

To maintain independence and impartiality and to ensure true and fair valuation, the valuer shall not undertake valuation of any assets in which he has a direct or indirect interest or becomes so interested at any time before submission of the report.

The valuation shall not be older than six months, or such other time period as may be notified by the Commission, from the date of submission to the registrar in case of a right issue.

The relevant entity or agency, on its own motion or on the reference by the commission, may initiate necessary action against the eligible valuers for any misconduct or failure to perform professional duties in accordance with its rules and regulations, and may cancel the registration of such a valuer.

Upon cancellation, such valuer shall be deemed as de-registered and shall not be eligible to conduct any valuation for the purposes of the Act.”.

Under the revised regulations, a company may convert its ordinary shares into preference shares or convert its shares (of a particular kind) from one class to another, on the basis of a special resolution: Provided that the rights of holders of such converted shares are provided for in the articles of association of a company.

A share that is not a redeemable preference share when issued cannot afterwards be converted into redeemable preference share, the SECP added.

Copyright Business Recorder, 2021