Due diligence checklist for buying a company in India
Ungated. The left column is what a seller prepares; the right is what a buyer's own adviser investigates. The register on a listing shows which of these were checked, when, and what was found.
Ownership and authority
Seller prepares
Cap table, transfer restrictions in the articles, board and shareholder approvals for the sale
Buyer investigates
Trace every allotment and transfer to the register; confirm who can sign
Liabilities and disputes
Seller prepares
Loans, guarantees, charges, notices, litigation — listed, not summarised
Buyer investigates
Charges register, court and tribunal searches, statutory dues certificates
Financials
Seller prepares
Audited statements, management accounts, revenue by customer, related-party dealings
Buyer investigates
Normalise earnings; reconcile books to filings and to bank
Tax
Seller prepares
ITR, GST returns, TDS filings, assessment orders, pending demands
Buyer investigates
Reconcile returns to books; confirm the consideration-to-tax-value position before pricing
Contracts and people
Seller prepares
Customer and supplier contracts, change-of-control clauses, employment terms, PF/ESI
Buyer investigates
Assignment and consent requirements; key-person dependence
Funds and closing
Seller prepares
Bank mandates, escrow readiness
Buyer investigates
Source of funds evidence; escrow with an independent provider — the firm never holds money