Valuation Procedure. Upon the provisions of this Schedule becoming applicable (but subject to paragraph (b)), the non-defaulting party/ selling party (if not a Defaulting Party)/ Government (in case of insolvency of Strategic Partner or Principal(s)) shall, unless otherwise agreed to between the Parties, appoint an independent valuer of international repute from among the entities mentioned in Paragraph (c) of this Schedule II to determine the Fair Value of the relevant Equity Shares as of the Valuation Date. The appointment of the independent valuer shall be made within 5 (five) days of the Valuation Date. In determining the Fair Value of the relevant Equity Shares of the Company, the independent valuer shall take into account various factors, including but not limited to the following: (i) Discounted cash flow principles; (ii) Commonly used valuation multiples; (iii) If the Company is listed, the current price of the Equity Shares of the Company as quoted on the stock exchange(s) where they are primarily traded; (iv) The Securities and Exchange Board of India's guidelines and principles of valuation, if applicable (v) Whether such Equity Shares of the Company which are subject to the transaction of purchase and sale constitute a minority block or a majority block of all the issued and outstanding Equity Shares; (vi) Whether such Equity Shares have any contractual rights with respect to the Company attached to them and appropriate discount or premium shall be applied to its valuation on the basis thereof; (vii) Discounting principles if the selling party is insolvent for assuming any restriction and obligations attached to the shares. (viii) Asset valuation. (ix) Value of entities in business similar to or associated with the business of the Company. The valuation arrived at by the independent valuer is made in his capacity as an expert and not as an umpire or arbitrator, and shall be final and binding on the Parties and no appeal shall lie from such valuation.
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