A due diligence review examines what the company's statutory record actually shows — not what management represents. MCA filings, statutory registers, board and general meeting minutes, share capital history, charges, and litigation disclosures are all primary sources that a skilled reviewer can interrogate independently of the company.
We conduct due diligence from both sides of a transaction: advising investee companies on addressing gaps before investor counsel arrives, and advising acquirers or investors on the compliance risk profile of a target company.
What a Secretarial Due Diligence Covers
Incorporation & Constitutional Documents
Certificate of Incorporation, MoA, AoA — verification of objects, authorised capital, and any amendments. Checks for validity of business activities against stated objects.
Share Capital History
Tracing every allotment, transfer, and conversion from incorporation to date. PAS-3 filings, board resolutions, and share certificates verified. Cap table reconstruction.
Statutory Filings
MGT-7 and AOC-4 filing status for all years from incorporation. DIR-3 KYC status for all directors. SRN verification on MCA21.
Board and General Meeting Records
Minutes, notices, attendance, and quorum compliance for all board and general meetings. Identification of resolutions passed without proper procedure.
Charges and Borrowings
Register of Charges verified against RoC records. Satisfaction filings and existing charge holders identified. Cross-border borrowings assessed for FEMA compliance.
Director Compliance
DIN status, KYC compliance, interest disclosures (MBP-1), and disqualification declarations (DIR-8) reviewed for all current and past directors.
FEMA and Cross-Border Compliance
FC-GPR, FLA returns, and any other RBI filings verified for companies with foreign investment. FEMA contraventions and compounding history assessed.
Litigation and Disputes
Disclosed pending litigation, regulatory notices from MCA or SEBI, and any show-cause notices reviewed and mapped to risk level.
Vendor Due Diligence
Companies preparing for a fundraise, acquisition, or strategic partnership engage us to conduct a vendor-side due diligence review — identifying and addressing the gaps that investor counsel will find, before the process begins. Remediating a gap during due diligence is significantly harder and more expensive than fixing it before the process opens.
The most common issues uncovered in due diligence — missing annual returns, unissued share certificates, undocumented allotments, unsigned minutes — are entirely preventable. A pre-transaction compliance review converts a due diligence risk into a resolved item.
Our Reporting Approach
We produce a structured due diligence report that distinguishes between critical risks (issues that could block or materially affect the transaction), significant findings (issues requiring remediation), and observations (lower-priority items for ongoing attention). Each finding is referenced to the specific document, form, or regulation, and accompanied by a recommended action.
What You Get
- Structured due diligence report with risk-tiered findings and specific references
- Cap table verification and share capital history reconstruction
- FEMA compliance assessment for companies with foreign investment
- Pre-transaction vendor diligence — gaps addressed before investor counsel arrives
- Actionable remediation plan for each identified finding