(1) Where a valuation is required to be made in respect of any property, stocks, shares, debentures, securities or goodwill or any other assets (herein referred to as the assets) or net worth of a company or its liabilities under the provision of this Act, it shall be valued by ¹[a person having such qualifications and experience, registered as a valuer and being a member of an organisation recognised, in such manner, on such terms and conditions as may be prescribed] and appointed by the audit committee or in its absence by the Board of Directors of that company.

---

(2) The valuer appointed under sub-section (1) shall,--

---

(a) make an impartial, true and fair valuation of any assets which may be required to be valued;

---

(b) exercise due diligence while performing the functions as valuer;

---

(c) make the valuation in accordance with such rules as may be prescribed; and

---

(d) not undertake valuation of any assets in which he has a direct or indirect interest or becomes so interested at any time ²[during a period of three years prior to his appointments as valuer or three years after the valuation of assets was conducted by him].

---

(3) If a valuer contravenes the provisions of this section or the rules made thereunder, the valuer shall be punishable with fine which shall not be less than twenty-five thousand rupees but which may extend to one lakh rupees:

---

---

Provided that if the valuer has contravened such provisions with the intention to defraud the company or its members, he shall be punishable with imprisonment for a term which may extend to one year and with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees.

---

---

(4) Where a valuer has been convicted under sub-section (3), he shall be liable to--

---

(i) refund the remuneration received by him to the company; and

---

(ii) pay for damages to the company or to any other person for loss arising out of incorrect or misleading statements of particulars made in his report.

---

(1) The Central Government may, by notification, and subject to such conditions, limitations and restrictions as may be specified therein, delegate any of its powers or functions under this Act other than the power to make rules to such authority or officer as may be specified in the notification:

---

¹* * * * *

---

(2) A copy of every notification issued under sub-section (1) shall, as soon as may be after it is issued, be laid before each House of Parliament.

---

(1) Where the Central Government or the Tribunal is required or authorised by any provision of this Act--

---

(a) to accord approval, sanction, consent, confirmation or recognition to, or in relation to, any matter; or

---

(b) to give any direction in relation to any matter; or

---

(c) to grant any exemption in relation to any matter,

---

then, the Central Government or the Tribunal may in the absence of anything to the contrary contained in that provision or any other provision of this Act, accord, give or grant such approval, sanction, consent, confirmation, recognition, direction or exemption, subject to such conditions, limitations or restrictions as it may think fit to impose and may, in the case of a contravention of any such condition, limitation or restriction, rescind or withdraw such approval, sanction, consent, confirmation, recognition, direction or exemption.

---

(2) Save as otherwise provided in this Act, every application which may be, or is required to be, made to the Central Government or the Tribunal under any provision of this Act--

---

(a) in respect of any approval, sanction, consent, confirmation or recognition to be accorded by that Government or the Tribunal to, or in relation to, any matter; or

---

(b) in respect of any direction or exemption to be given or granted by that Government or the Tribunal in relation to any matter; or

---

(c) in respect of any other matter,

---

shall be accompanied by such fees as may be prescribed:

---

---

Provided that different fees may be prescribed for applications in respect of different matters or in case of applications by different classes of companies.

---

---

(1) The Central Government may, by notification, make rules for carrying out the provisions of this Act.

---

(2) Without prejudice to the generality of the provisions of sub-section (1), the Central Government may make rules for all or any of the matters which by this Act are required to be, or may be, prescribed or in respect of which provision is to be or may be made by rules.

---

(3) Any rule made under sub-section (1) may provide that a contravention thereof shall be punishable with fine which may extend to five thousand rupees and where the contravention is a continuing one, with a further fine which may extend to five hundred rupees for every day after the first during which such contravention continues.

---

(4) Every rule made under this section and every regulation made by Securities and Exchange Board under this Act, shall be laid, as soon as may be after it is made, before each House of Parliament, while it is in session, for a total period of thirty days which may be comprised in one session or in two or more successive sessions, and if, before the expiry of the session immediately following the session or the successive sessions aforesaid, both Houses agree in making any modification in the rule or regulation or both Houses agree that the rule or regulation should not be made, the rule or regulation shall thereafter have effect only in such modified form or be of no effect, as the case may be; so, however, that any such modification or annulment shall be without prejudice to the validity of anything previously done under that rule or regulation.

---