CORAA

Certificate for Rights Issue Pricing Compliance (CA Issued, Word)

A CA-issued certificate confirming a rights issue's pricing basis is consistent with the company's valuation and board resolution, supporting the rights issue letter of offer.

Free · CORAA original — SA-aligned
Updated 28 Jul 2026
Type
Certificate (not an audit opinion)
Confirms
Issue price consistent with disclosed basis + board resolution
Governing section
Sec 62(1)(a), Companies Act 2013
UDIN
Required on every CA certificate
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Your firm — letterhead
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Engagement details
The client and period this document is for.
What’s inside

An excerpt from the template.

CERTIFICATE FOR RIGHTS ISSUE PRICING COMPLIANCE

This is to certify, in connection with the rights issue of ___ (PAN: ___) offered in the ratio of ___ vide letter of offer dated ___, the pricing basis, based on the valuation report, board resolution and books of account produced before us and the information and explanations given to us.

We certify that, to the best of our knowledge and belief, the issue price stated above is consistent with the basis of pricing disclosed to shareholders in the letter of offer and with the board resolution approving the rights issue under Section 62(1)(a) of the Companies Act, 2013.

Section 62 does not itself prescribe a pricing formula for a private/unlisted company's rights issue — the board has discretion, subject to it being fair to shareholders and properly disclosed. This certificate confirms consistency between the disclosed basis and the actual issue price; it does not itself opine on whether the price is fair value, which is a matter for the valuation report and the board's own judgement. This certificate does not constitute an audit opinion within the meaning of the Standards on Auditing.

↑ Excerpt only — the full template is what you download as Word
About this template

What you’re downloading, and when to use it.

This template follows the format published by the Institute of Chartered Accountants of India (ICAI) in the AASB Audit Working Paper Templates (June 2023), the authoritative reference for Indian statutory-audit documentation. Fill in your firm’s letterhead and the engagement details on the form above, click Download Word file, and you’ll get a fully formatted .docx ready to use.

Everything is generated in your browser and on a stateless API endpoint — no account, nothing stored on our servers. We’ll ask for a work email once before your first download so we can send you the file and the occasional relevant update; after that, downloads on this device are instant. Edit freely in Word, Google Docs or Pages before sending to your client.

Common questions

FAQs.

Does Section 62 require a specific pricing methodology for rights issues?
No, not for a private/unlisted company — unlike a preferential allotment (which has SEBI ICDR or Rule 13 valuation requirements) or a listed-company rights issue (which follows SEBI ICDR pricing norms), a private company's rights issue price is largely a board decision, provided it is properly disclosed in the letter of offer and not oppressive to minority shareholders.
Is this certificate needed if all shareholders are related parties and no dissent is expected?
It's still good governance practice even then — a documented, independently reviewed pricing basis protects the company and its directors if the pricing is ever questioned later (e.g. by a new investor, a tax authority testing Section 56(2)(viib)-adjacent provisions, or an oppression-and-mismanagement claim), regardless of whether any shareholder objects at the time.
Does this certificate address the tax angle on rights issue pricing?
No — if shares are issued at a premium significantly above fair value determined per the Income-tax Rules, that can trigger consideration under Section 56(2)(viib)-adjacent provisions for the recipient in some fact patterns; that is a separate tax analysis, not addressed by this Companies Act pricing-consistency certificate.
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