Whether it is start-up investments, mergers or hedge funds, it’s good to go for due-diligence. Vakilsearch helps you in due diligence in 3 simple steps –
We help you review all corporate documents like Organization Charts, Articles of Association, Bylaws, and Minute Books.
We delegate an efficient and dynamic team from multiple business functions to complete your due diligence.
We share the result and if you have any further queries about the business, we help you with that.
Due diligence is generally conducted by investors to check for regulatory and process compliance by the company regularly. Due diligence of a company is generally performed before any private equity investment, business sale, bank loan funding, etc.
In this process, the legal, financial, and compliance aspects of the company are usually reviewed and documented. It is the process of examining all the material facts of a deal or a contract before a legal contract is signed by both parties. It is not just limited to the buyers; even the sellers can perform due diligence on the buyer. Due diligence consists of factual, background, legal, and accounting checks. This is done to ensure that there are no surprises after a deal is done.
Broadly speaking, there are 3 types of due diligence-
It looks into the quality and business prospects of an investment and the parties involved therein.
It looks into the legal issues/aspects and regulatory aspects involved in intra-corporate and inter-corporate transactions.
It validates financial, operational, and commercial assumptions taken by the company. This process also involves a complete review of audit practices, accounting policies, internal controls, and tax compliances of the target company.
The findings obtained from the process of due diligence are summarized in a report termed as the due diligence report.
Certain important aspects of a due diligence report are as follows-
The following documents are required for successful completion of the due diligence process in India-
The due diligence process of a company consists of the below-mentioned steps-
The due diligence process of a company begins at the Ministry of Corporate Affairs (MCA). On the website of the Ministry of Corporate Affairs, the master data about a company is made publicly available. Further, with the payment of a small fee, all documents filed with the Registrar of Companies are made available to everyone. This information from the MCA website is generally verified first. The information and documents gathered in this step include:
In addition to the above, the financial information of the company and other filings with the MCA about various aspects of the company can be downloaded and reviewed. The review of MCA documents of the company would provide a good overview of the company to the person performing the due diligence.
It is imperative to review the articles of association of a company during the due diligence process to establish the different classes of equity shares and their voting rights. The articles of association of a company can restrict/limit the transfer of shares of a company. Therefore, the articles of association should be studied judiciously to ascertain the procedure for transfer of shares.
Under Companies Act, 2013, a private limited company is required to maintain various statutory registers relating to the share transfer, share allotment, board meetings, the board of directors, etc., Therefore, the statutory registers of a company must be reviewed to obtain and validate the information about the directorship and the shareholding.
Companies are required to maintain the book of accounts along with detailed transaction information by the Companies Act, 2013. The detailed financial transaction information must be audited and verified against the financial statements that are prepared by the company. Some of the matters relevant during the preparation of the due diligence report are:
The taxation aspects of a company must be thoroughly checked during the due diligence process. This helps to ensure that no unforeseen/unexpected tax liabilities are created on the company on a future date. The following aspects relating to the taxation aspect of a company must be checked while preparing the due diligence report :
A complete legal audit of the company has to be performed by a certified legal practitioner to establish if there are any pending/incomplete legal actions, suits by or against the company, and the liability in each of these. Further, the following aspects must be checked during the legal due diligence:
It is important to acquire a thorough understanding of the business operations, business model, and operational information during the process. The review of the operational aspects must be all-encompassing including the site visits and employee interviews. Following are the points that must be covered and documented in the review of the operational aspects:
Is it mandatory to conduct due diligence before the investment?
Yes, it is appropriate to know if the legal compliances made by the Company are up to date, before entering into a shareholder’s agreement with the Company.
How to handle the non-compliance, if any?
No worries! We will provide the solutions on case to case basis.
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