What we inspect, and the red flag it usually turns up
| Area | What we read | Common red flag |
|---|---|---|
| Constitution | MoA, AoA, all alterations, MGT-14 filings | Articles that never took in the last investor's rights, or an object clause that does not cover the business |
| Share capital | Register of members, PAS-3 allotments, SH-4 transfers, share certificates, stamping | A cap table that does not match the register; transfers with unstamped SH-4s; options promised but never granted |
| Charges | Charge index on the MCA record, CHG-1 filings, satisfaction in CHG-4 | A repaid loan whose charge was never closed, which blocks conversions and scares lenders |
| Governance | Board and general meeting minutes, attendance, notices, resolutions | Resolutions passed for acts that needed members' approval; minutes signed years late |
| Filings | AOC-4, MGT-7 or MGT-7A, ADT-1, DPT-3, MSME-1, BEN-2 history | Overdue annual filings carrying an additional fee of ₹100 a day per form |
| Directors | DIN status, DIR-12 history, DIR-3 KYC position, disqualification checks | A director whose DIN is deactivated for missed KYC, so filings stall mid-deal |
| Foreign investment | FC-GPR filings within 30 days of allotment, FC-TRS, FLA return | Allotment to a non-resident never reported, attracting a late submission fee |
| Contracts | Customer, vendor, lease, loan and founder agreements | Change-of-control and assignment clauses that need consent before the deal closes |
| People and IP | Appointment letters, POSH policy and committee, trademark and copyright ownership | Trademarks registered in a founder's name, not the company's |
| Litigation and dues | Case searches, notices, statutory dues status | A notice or demand the management calls "closed" with nothing in writing |
Each finding lands in the report with a rating, the document it came from, the exposure, and what closing it involves. Many of them we also fix: see annual ROC filing, director KYC, FC-GPR filing and share transfer.
Related work: charge search and CHG-1 filings, statutory audit reports, the founders agreement and shareholders agreement behind the cap table, and patent registration for the IP schedule. Due diligence is a one-off review before a transaction; internal audit is a continuing one.
Legal and secretarial DD or financial DD?
Two different questions, usually asked at the same time.
| Legal and secretarial DD (this page) | Financial DD | |
|---|---|---|
| Asks | Does the company own what it says it owns, and is it compliant? | Are the numbers real and what will they be after the deal? |
| Reads | Registers, minutes, filings, charges, contracts, litigation | Ledgers, revenue, margins, working capital, debt, tax positions |
| Typical finding | Unclosed charge, unreported allotment, IP in the wrong name | Quality of earnings adjustment, working capital gap, tax exposure |
| Led by | A company secretary, with a CA on statutory dues | A chartered accountant |
| Page | This page | Financial due diligence |
Most transactions need both, run off one document request list so the target is asked once. Where valuation is in question, see valuation report and valuation under Rule 11UA.
What you get, and what it costs
The deliverable. A red-flag report with an executive summary of deal-critical items, a rated issue list with evidence references, a compliance status table, and a schedule of suggested conditions precedent, indemnities and disclosures. Where you want it, we also give the target a clean-up list so the fixes can run in parallel with the deal.
The fee. Fee on quote. Diligence effort is set by the company's age, the number of allotments and transfers, the number of registered charges, the contract volume and the number of group entities, so we scope first and quote a fixed fee for that scope.
| Item | Amount |
|---|---|
| Professional fee | Fee on quote, after scoping |
| Government fee | No government fee for a due diligence review. Charges for inspecting public documents or obtaining certified copies, and any court or registry search charges, are paid at actuals and shown separately |
Professional fees exclude GST at 18%. Government fees, where they apply, are paid at actuals to the department and are shown separately. Fees verified on 22 September 2026.
If you are on the other side of the table
Founders and sellers get the same report before the investor's advisers do. It is cheaper to close an unsatisfied charge, a missing FC-GPR or a trademark held personally before a term sheet than to renegotiate around it afterwards. We run the same checklist, hand you the fix list, and then do the fixing where you want us to: MCA and ROC compliance, ROC compliance retainer, trademark registration and POSH compliance.