Download file - DUE DILIGENCE CHECKLIST

GENERAL CORPORATE MATERIALS Remarks

  1. Copy of Memorandum and Articles of Association
  2. Minutes of shareholders meetings, AGM and EGM
  3. Minutes of board of directors meetings
  4. Minutes of audit, compensation and any other committees of the board
  5. Brief of current business of the Company
  6. Details of registered office and other places of business of the Company
  7. Filings / other correspondence with the Registrar of Companies since incorporation
  8. Statutory books and registers
  9. Names and addresses of Directors.
  10. Stamp duty payment on share certificates

EMPLOYEE RELATED

  1. List of all current employees or consultants or contract employees based in India providing services to the Company.
  2. Provident Fund ,Pension Plan documents and any other Superannuation Plans including trust Instruments, plan summaries, financial statements, plan evaluations and actuarial valuation reports as applicable to employees
  3. Compensation [including deferred compensation] and Benefits package
  4. Severance pay plans applicable to the employees.
  5. Equity participation or equity plans applicable to the employees and directors [ESOP}
  6. Specimen of Appointment Letter issued by the Company to its employees including NDA and other documents.
  7. Authorization Manuals, Responsibility Matrices
  8. Employee handbooks, Business Conduct Codes, Employee Policies, etc.
  9. Confidentiality, proprietary rights, non-competition, non-solicit and non-hire agreements (i) between the Company and any current or former employee, or Company’s supplier or customer or (ii) to which any employees are parties with their previous employers


LITIGATION

  1. Description of litigation and claims including those involving employees and directors, remedies sought and nature of action relating to the company.
  2. Notices received from any central or state or municipal or other government agencies in respect of PF, ESI, Shops & Establishments, Gratuity, etc.


STATUTORY REGISTRATIONS

  1. Service Tax/VAT Registration
  2. Shops and Establishments Act
    1. Renewals
    2. Eligible Leave for employee
    3. Holidays
    4. Maternity Benefit and other Complianc
  3. PF
    1. Compliances
  4. ESI
    1. Compliances
  5. Gratuity
    1. Compliances
  6. Import Export Code / Customs / STPI
    1. Compliances
  7. Other Statutory Registrations like PAN, TAN, etc.


INTELLECTUAL PROPERTY

  1. Ownership of IP
  2. Details of IP registered / in pipeline [Trademark, Copyright, Patents]
  3. Details of agreements with shareholders, directors, officers, employees, external personnel and with any other parties pertaining to non-disclosure and use of IP and the development and assignment of inventions.
  4. Domain related information [Registration documents, Validity, Restrictions, Use]


AGREEMENTS

  1. Agreements with Shareholders
  2. Agreement with Key Employees being senior managerial personnel reporting directly to Board like Directors/CEO/CFO etc.
  3. Agreements between Promoters
  4. Leases, rental agreements and facility arrangements pertaining to all locations and immovable properties of the Company including Sale Deeds if the properties are owned by the Company
  5. Lien, pledge, security interest, mortgage, charge or other encumbrances created over all or any of the properties belonging to the Company.
  6. Details of insurance policies
  7. Marketing / Business agreements
  8. Non-competition agreements and any other restrictive covenants
  9. Information Security
  10. Commercial contracts/vendor contracts/agreements entered into by the Company with third parties for supply of any products, services and others.
  11. Any other agreement having impact on the Company

OTHER INFORMATION

  1. Authorised share capital
  2. Paid-up capital
  3. Shareholding pattern
    …..% Resident shareholding and Non-Resident share holding
  4. Promoters
  5. Statutory Auditors

FOREIGN EXCHANGE MANAGEMENT ACT

  1. Non-resident shareholding – FIRC’s – Intimations - FCGPR – RBI recordings
  2. Foreign Operations of the Company (if any)
  3. Details of Borrowings from foreign nationals (if any)
  4. Issues with RBI / Banks.