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Due Diligence Report Template for India

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Due Diligence Report

I need a due diligence report for a potential acquisition of a mid-sized manufacturing company in India, focusing on financial health, compliance with local regulations, and potential environmental liabilities. The report should include an executive summary, detailed analysis of financial statements, assessment of legal risks, and recommendations for risk mitigation.

What is a Due Diligence Report?

A Due Diligence Report acts as your comprehensive investigation checklist when buying a business or entering major deals in India. It details everything from financial health and legal compliance to potential risks, giving you a clear picture before making big decisions. Think of it as a thorough health check-up that covers SEBI regulations, Companies Act requirements, and other crucial Indian business laws.

This document helps investors and companies spot red flags early, verify claims, and negotiate better terms. It typically examines tax records, pending litigation, intellectual property rights, and regulatory permissions - especially important given India's complex regulatory landscape. Most Indian M&A transactions and significant investments now require these reports to protect stakeholder interests and ensure regulatory compliance.

When should you use a Due Diligence Report?

Get a Due Diligence Report before making any major business investment or acquisition in India. This is crucial when buying shares in a company, purchasing business assets, or entering joint ventures - especially since Indian regulations require thorough verification of company records, tax compliance, and regulatory approvals.

Use it during merger negotiations, private equity investments, or when taking over management control. The report becomes essential for SEBI-registered transactions, foreign investments under FEMA guidelines, and deals requiring RBI approval. It helps catch potential issues early - from undisclosed liabilities and pending litigation to compliance gaps under the Companies Act - saving time and money during negotiations.

What are the different types of Due Diligence Report?

  • Due Diligence Audit Report: Focuses on detailed financial and operational auditing, ideal for mergers and acquisitions in India. Key sections cover financial statements, tax compliance, corporate governance, and regulatory adherence to Companies Act requirements.
  • Legal Due Diligence Report: Examines legal risks, pending litigation, contract reviews, and intellectual property rights under Indian law.
  • Financial Due Diligence Report: Analyzes financial health, market position, and business valuations following RBI and SEBI guidelines.
  • Environmental Due Diligence Report: Assesses environmental compliance, permits, and risks under Indian environmental regulations.
  • Technical Due Diligence Report: Evaluates operational systems, IT infrastructure, and technical assets for technology-focused transactions.

Who should typically use a Due Diligence Report?

  • Investment Banks and Private Equity Firms: Commission Due Diligence Reports when evaluating potential acquisitions or investments in Indian companies
  • Corporate Legal Teams: Draft and review reports to ensure compliance with Companies Act and SEBI regulations
  • Chartered Accountants: Conduct financial analysis and verify tax compliance aspects
  • Business Owners: Request reports before selling their companies or entering major partnerships
  • External Consultants: Specialist firms that conduct comprehensive due diligence across legal, financial, and operational aspects
  • Company Directors: Review findings to make informed decisions about major transactions and manage corporate risks

How do you write a Due Diligence Report?

  • Company Documents: Gather incorporation certificate, MOA, AOA, board resolutions, and shareholder agreements
  • Financial Records: Collect past 3 years' audited statements, tax returns, and GST compliance records
  • Legal Status: List all pending litigation, regulatory notices, and intellectual property rights
  • Business Operations: Document major contracts, licenses, permits, and employee agreements
  • Scope Definition: Outline specific areas for investigation based on transaction type and industry
  • Compliance Check: Verify adherence to Companies Act, SEBI guidelines, and sector-specific regulations
  • Report Structure: Use our platform's templates to ensure comprehensive coverage and legal compliance

What should be included in a Due Diligence Report?

  • Executive Summary: Overview of investigation scope, key findings, and material risks identified
  • Corporate Structure: Analysis of shareholding pattern, group companies, and organizational hierarchy
  • Legal Compliance: Status of statutory approvals, licenses, and regulatory permissions under Indian law
  • Financial Analysis: Assessment of financial statements, tax compliance, and material liabilities
  • Asset Verification: Details of tangible and intangible assets, including property titles and IP rights
  • Risk Assessment: Evaluation of potential legal, operational, and compliance risks
  • Methodology Section: Documentation of research process, sources consulted, and limitations
  • Recommendations: Specific action items to address identified risks and concerns

What's the difference between a Due Diligence Report and a Due Diligence Checklist?

A Due Diligence Report differs significantly from a Due Diligence Checklist in both scope and purpose. While both documents support the investigation process, they serve distinct functions in Indian business transactions.

  • Depth of Analysis: The Report provides detailed findings, interpretations, and risk assessments, while the Checklist simply lists items to be verified
  • Legal Weight: Reports carry more legal significance under Indian corporate law, often used as supporting documentation in SEBI filings and merger applications
  • Timeline Focus: Checklists are preliminary tools used to guide the investigation process, while Reports present final conclusions and recommendations
  • Professional Input: Reports require expert analysis and interpretation from qualified professionals, whereas Checklists can be used by internal teams for initial screening
  • Liability Implications: Reports can create professional liability for their authors under Indian law, while Checklists primarily serve as operational tools

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Due Diligence Audit Report

A detailed assessment report under Indian law examining a company's operations, compliance, and risks for business transactions or regulatory purposes.

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