Valuation of Equity Share of

Private Limited Companies

This project has been submitted to Prof. Ravinder Singh Sheokand for his kind
perusal and marks allocation.

NOVEMBER 6, 2016
Ankush Chattopadhyay (13LLB011) and Priya Ranjan (13llb051)
Students of Law, School of Law, The North Cap University, Sector-23A, Gurgaon, Haryana

Acknowledgement

This research was supported by the esteemed teachers of our institution as well as all the
students we study with. We are thankful to our colleagues who provided expertise that greatly
assisted in the research, although they may not agree with all of the interpretations provided in
this paper.
We are also grateful to Prof. Ravinder Singh Sheokand for his immeasurable assistance in
teaching the subjects and in clarifying all the doubts and questions we posed.
We have to express our appreciation to the Law Faculty of The North Cap University for
sharing their pearls of wisdom with us and for making and forging us not only into better human
beings but also into knowledgeable professionals.
We are also immensely grateful to all our peers and friends for their comments and their
continuous support without which it would have been a lot harder and nigh impossible to finish
this manuscript.
Although there were numerous people and entities helping and assisting us through this
journey, any errors that have been committed are our own and should not tarnish the reputations
of these esteemed professionals.

Valuation of Equity Shares

of a Private Limited Companies

Share ownership in a private company is usually quite difficult to value due to the absence of
a public market for the shares. Unlike public companies that have the price per share widely
available, shareholders of private companies have to use a variety of methods to determine the
approximate value of their shares. Some common methods of valuation include comparing
valuation ratios, Discounted Cash Flow analysis (DCF), Internal Rate of Return (IRR), Net
Asset Value (NAV) Method, Earning Capacity Method and many others.
The most common method and easiest to implement is to compare valuation ratios for the
private company versus ratios of a comparable public company. If you are able to find a
company or group of companies of relatively the same size and similar business operations,
then you can take the valuation multiples such as the price/earnings ratio and apply it to the
private company.
This is called the Comparable Company Market Multiple Methodology. Comparable Company
Market multiple uses the valuation ratios of a publicly traded company and applies that ratio to
the company being valued (after applying appropriate discount). The valuation ratio typically
expresses the valuation as a function of a measure of financial performance or Book Value (e.g.
Turnover, EBITDA, EBIT, EPS or Book Value). A key benefit of CCM analysis is that the
methodology is based on the current market stock price. The current stock price is generally
viewed as one of the best valuation metrics because markets are considered somewhat efficient.
The difficulty here is in the selection of a comparable company since it is rare to find two or
more companies with the same product portfolio, size, capital structure, business strategy, and
profitability and accounting practices. Whereas no publicly traded company provides an
identical match to the operations of a given company, important information can be drawn from
the way similar enterprises are valued by public markets. For analysis and results through this
method parameters such as Turnover, Business Model, Trade Volume etc. are compared.
For example, say your private company makes widgets and a similar-sized public company
also makes widgets. Being a public company, you have access to that company's financial
statements and valuation ratios. If the public company has a P/E ratio of 15, this means

investors are willing to pay $15 for every $1 of the company's earnings per share. In this
simplistic example, you may find it reasonable to apply that ratio to your own company. If your
company had earnings of $2/share, you would multiply it by 15 and would get a share price of
$30/share. If you own 10,000 shares, your equity stake would be worth approximately
$300,000. You can do this for many types of ratios: book value, revenue, operating income,
etc. Some methods use several types of ratios to calculate per-share values and an average of
all the values would be taken to approximate equity value.
DCF analysis is also a popular method for equity valuation. This method utilizes the financial
properties

of

the

time-value

of

money

by forecasting future free

cash

flow and discounting each cash flow by a certain discount rate to calculate its present value.
This is more complex than a comparative analysis and its implementation requires many more
assumptions and "educated guesses." Specifically, you have to forecast the future operating
cash flows, the future capital expenditures, future growth rates and an appropriate discount
rate.
According to Assets Based Method, the asset values reflected in book of accounts do not
usually include intangible assets enjoyed by the business and are generally not a true indicator
of the future distributable cash/profit generating ability of the business which is widely
regarded as the true determinant of value of assets for most of the industries. The asset values
recorded in books of accounts are also impacted by accounting policies which may be
discretionary at times. However in this valuation analysis, we have computed NAV of the
Company, to do sanity check for our CCM valuation and found that the value preposition under
CCM is less than NAV (proxy for replacement cost in many cases) so, we have given 100%
weight to NAV.
Valuation of private shares is often a common occurrence to settle shareholder disputes, when
shareholders are seeking to exit the business, for inheritance and many other reasons. There are
numerous businesses that specialize in equity valuations for private business and are frequently
used for a professional opinion regarding the equity value in order to resolve the issues listed.
Under NAV all assets are taken at book value (excluding fictitious assets and goodwill) and
reduced by Net liability, then value derived is divided by number of shares to get market Value
per share.

Earning Capacity Method: - Under this method average of past few years profit is taken and
adjustment is made for any abnormal transactions occurred in those years, and then considering
future growth prospect Future Maintainable Profit (FMP) is arrived. FMP (future maintainable
profit) arrived is divided by Number of shares to get Earning per Share (EPS).Then EPS is
multiplied with P/E Ratio (market price to earnings ratio). In absence of Market price of share
to get P/E ratio Use method 100/NRR (Normal rate of return). On multiplication of EPS with
P/E ratio we get value of market value per share.
Important points to be considered while valuing share of private limited companies:1. Valuation of private equity share is generally subject to private understanding between
parties
2. In valuation of Pvt. Co. Equity share, any provision related to Valuation or transfer of shares
as per AOA (Article of Association) must be followed.
3. In absence of any provision in AOA, permission from other members should be obtained,
and shares should be first offered to them for allotment.