Corporate Advisory & Governance

Due Diligence

Due diligence is a critical risk assessment exercise undertaken before investments, acquisitions, mergers, restructuring transactions and strategic business decisions. A properly executed due diligence process helps identify compliance gaps, legal exposures, governance weaknesses, regulatory risks and transaction-specific concerns before they become liabilities. Our due diligence services provide stakeholders, investors, acquirers and management teams with a clear understanding of corporate, legal and regulatory risk exposure.

Suitable for

Strategic investors

Regulatory coverage

Companies Act, 2013 / Foreign Exchange Management Act, 1999 / SEBI Regulations, where applicable / Industry-specific regulatory framework / Corporate governance requirements / Contractual and commercial compliance framework

Engagement type

Transaction advisory and execution support

Typical deliverables

Comprehensive due diligence report; Executive summary report

Service Overview

How this mandate is understood in practice.

Due diligence helps evaluate the legal, regulatory and governance health of an organisation before a significant transaction or investment.

A structured due diligence process identifies risks, validates representations and improves transaction decision-making.

The objective is not only to identify issues but also to recommend practical remediation measures and transaction safeguards.

Why It Matters

Compliance discipline protects governance credibility.

Undiscovered compliance failures can significantly affect transaction value and post-closing integration.

Investors and acquirers rely on due diligence findings to assess risk, negotiate protections and validate investment assumptions.

Strong due diligence reduces uncertainty and enhances transaction confidence for all stakeholders.

Who needs this

Strategic investors

Private equity funds

Venture capital investors

Companies evaluating acquisitions

Promoters considering business restructuring

Businesses preparing for fundraising

Joint venture participants

Companies preparing for IPO or strategic investment

Initial work areas

Corporate due diligence

Secretarial due diligence

Regulatory due diligence

FEMA and foreign investment review

Contractual due diligence

Litigation review

Employment compliance review

Transaction readiness assessment

Risk identification and reporting

Detailed Scope

What this service typically covers.

Corporate Review

Incorporation and constitutional document review

Capital structure verification

Shareholding pattern analysis

Review of group entities and subsidiaries

Corporate records assessment

Secretarial Compliance Review

Companies Act compliance review

Board meeting compliance assessment

General meeting compliance assessment

Review of statutory registers

ROC filing verification

Regulatory and Licensing Review

Licenses and registrations review

Regulatory approval assessment

Industry-specific compliance review

Government approval verification

Regulatory exposure analysis

Contractual Review

Material contracts review

Customer agreement assessment

Vendor agreement assessment

Financing arrangement review

Commercial obligation analysis

Employment and HR Review

Key employment agreements review

Employment law compliance assessment

ESOP framework review

Employee benefit obligations review

Workforce risk assessment

Litigation and Dispute Review

Pending litigation review

Regulatory proceedings assessment

Show cause notice review

Contingent liability assessment

Dispute exposure analysis

FEMA and Foreign Investment Review

FDI compliance review

FEMA reporting assessment

FC-GPR compliance verification

FC-TRS compliance verification

Overseas investment review

Regulatory coverage

Companies Act, 2013

Foreign Exchange Management Act, 1999

SEBI Regulations, where applicable

Industry-specific regulatory framework

Corporate governance requirements

Contractual and commercial compliance framework

Regulatory Matrix

Coordinated touchpoints across governance frameworks.

MCA

SEBI

FEMA

CSR

NCLT

RBI

Applicable Framework

Laws, regulations, and governance touchpoints.

Companies Act, 2013

Corporate governance review

Secretarial compliance assessment

Statutory filing verification

Foreign Exchange Management Act, 1999

Foreign investment compliance review

Cross-border transaction assessment

Reporting compliance verification

SEBI Regulatory Framework

Listed entity compliance review where applicable

Governance and disclosure assessment

Common Challenges

Risk areas that usually create pressure for boards, management teams, and compliance owners.

Incomplete statutory records

Historic ROC non-compliances

Regulatory approval gaps

Contractual deficiencies

Undisclosed litigation exposure

FEMA reporting failures

Governance weaknesses

Inadequate documentation practices

Deliverables

Comprehensive due diligence report

Executive summary report

Red flag report

Risk matrix

Compliance gap report

Transaction readiness assessment

Remediation roadmap

Management recommendations

Engagement approach

A structured sequence from mandate framing to execution.

Step 1

Define transaction objectives and review scope.

Step 2

Collect and analyse corporate, legal and regulatory records.

Step 3

Identify compliance gaps, risks and transaction concerns.

Step 4

Prepare a structured due diligence report with risk categorisation.

Step 5

Provide remediation recommendations and transaction support inputs.

FAQs

What is due diligence?

Due diligence is a structured review of legal, corporate, financial and regulatory matters undertaken before an investment, acquisition or strategic transaction.

Why is due diligence important before an acquisition?

It helps identify risks, compliance gaps, liabilities and governance concerns that may affect transaction value or post-acquisition outcomes.

Does due diligence cover FEMA compliance?

Yes. Where foreign investment or cross-border transactions are involved, FEMA compliance and reporting obligations are typically reviewed.

What is a red flag report?

A red flag report highlights significant legal, regulatory or commercial risks that may require immediate attention before proceeding with a transaction.

Can due diligence identify historic compliance failures?

Yes. One of the primary objectives of due diligence is to identify historic and ongoing compliance issues that may impact stakeholders or transactions.