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Due Diligence Process in India – Complete Legal & Financial Review Guide

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Expert Legal Compliance
Scope assessment
Document collection
Financial & compliance review
Legal record check
Risk observations
Due diligence report
Email & WhatsApp updates

Who Needs Due Diligence

Investors & Venture Capitalists
Before funding or acquiring a company.
Mergers & Acquisitions Teams
To evaluate the target company’s legal and financial soundness.
Corporate Buyers or Promoters
Before taking over or restructuring a business.
Banks & Financial Institutions
Prior to extending large credit facilities or loans.

Due Diligence

Due diligence is the process of thoroughly examining a company’s financial, legal, and operational records before making an important business decision such as investment, merger, acquisition, or partnership. It ensures transparency, identifies risks, and validates the true value of the business.

Types of Due Diligence

  1. Financial Due Diligence: Reviews financial statements, tax filings, cash flow, and debt structure to assess the company’s financial health.
  2. Legal Due Diligence:  Examines compliance with corporate laws, contracts, litigation, and intellectual property rights to identify potential liabilities.

  3. Tax Due Diligence: Verifies tax returns, assessments, and ongoing disputes to ensure there are no hidden obligations.

  4. Operational Due Diligence: Evaluates internal processes, technology, and supply chain efficiency to measure business sustainability.

  5. Commercial Due Diligence: Studies market position, competitors, and customer data to assess the company’s commercial viability.

  6. HR Due Diligence: Reviews employee contracts, benefits, and key management roles to assess workforce stability.

Purpose of Due Diligence

  • To assess the true value of a business before investment or acquisition.
  • To uncover hidden risks such as pending litigations or undisclosed debts.
  • To ensure legal and regulatory compliance with applicable laws.
  • To provide investors with informed decision-making insights.

Benefits of Conducting Due Diligence

  • Ensures informed business decisions
  • Builds investor confidence
  • Prevents legal or financial surprises
  • Enhances negotiation strength
  • Confirms regulatory and statutory compliance
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Documents Required for Due Diligence

Applicant Type
Documents Required
Company Documents

Certificate of Incorporation, MoA & AoA, and latest MCA filings.

Financial Records

Audited financial statements, tax returns, and bank statements.

Legal & Compliance

Board resolutions, contracts, licenses, and litigation details.

Ownership & Shareholding

Share register, director details, and capital structure.

Operational Information

Business contracts, property or lease documents.

PROCEDURE FOR DUE DILIGENCE

Planning & Scoping

Define the purpose, scope, and key focus areas financial, legal, or operational based on the transaction type.

Information Collection

Gather company documents, financial records, contracts, and regulatory filings for detailed examination.

Verification & Analysis

Review and cross-check the accuracy of data, assess compliance status, and identify potential risks or liabilities.

Risk Evaluation

Highlight red flags, irregularities, or areas needing clarification to ensure transparency and informed decisions.

Reporting & Recommendations

Compile findings into a comprehensive Due Diligence Report, outlining strengths, risks, and suggested actions.

To verify the financial, legal, and operational health of a business before making major decisions.

Usually conducted by legal, financial, and compliance professionals or external consultants specializing in M&A or investment reviews.

Not legally mandatory, but it’s a best practice strongly recommended before mergers, acquisitions, or funding deals.

A report is submitted highlighting risks, irregularities, and key findings, which helps stakeholders decide whether to proceed, renegotiate, or withdraw.

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