Due Diligence & Legal
Health Checks Practice

A well-reasoned and meticulously carried out due diligence is the cornerstone of any successful transaction. Whether for mergers, acquisitions, investments, real estate related transactions or compliance-driven evaluations, we assist clients in identifying legal, operational, and financial risks, enabling informed decisions, with a view to ensure smooth execution of transactions.

We go beyond checklists. Our goal is to deliver actionable insights, reduce deal uncertainty, and protect our client’s interest, whether on the buy-side, sell-side, or as part of internal corporate health checks. Our team adopts a detail-oriented and commercially pragmatic approach to uncover potential red flags, validate representations and disclosures, and optimise deal structuring whether concerning a commercial transaction, between corporates or even real estate related transactions.

Our indicative Service offerings include:

  • Review of corporate records, statutory filings, statutory registers, and compliances undertaken with the governing applicable laws, such as the Companies Act, 2013, the Limited Liability Partnership Act, 2008 etc;

  • Review of the shareholding structure, including details of foreign investments and the ensuing compliances undertaken;

  • Review of previous share transfers/ share allotments/ employee share options grant, including the terms thereof;

  • Assessment of whether any of the shares are subject to any pledge, lien, restriction on transfer or other encumbrance;

  • Review of the Charter Documents of the target entity, including the Memorandum of Association as well as the Articles of Association, in case of a private limited company and the Limited Liability Partnership Agreement, in case of an LLP;

  • Review of the terms of Shareholders’ Agreements, Share Subscription Agreements, Debenture Agreements etc, identifying material terms thereof as well as any pre-emptive rights that may impact the proposed transaction.

  • Review of the contractual agreements, including Offer Letters, Appointment Letters, Employment Agreements, Non-Disclosure and Invention Assignment Agreements etc. that are executed with employees, and assessment of the material terms of appointment such as notice period in case of resignation, probation period, hours of work, leaves and holidays etc. as well as compliance with applicable statutes governing employment terms;

  • Review of manner of salary structuring as well as employee benefits, both statutory as well as contractual that are being offered to employees. Assessment of whether the statutory benefits meet the requirements of applicable laws;

  • Review of Employee Benefits schemes/ plans/ policies, including whether any shares have been promised as grant to any employees and the terms thereof;

  • Assessing details of options granted, vested, exercised, details of convertible instruments issued or to be issued, if any, on the proposed transaction;

  • Review of internal policies, governing employment matters such as absenteeism and tardiness, leave and holiday, prevention, prohibition and redressal of sexual harassment, anti-harassment, handling performance issues, code of conduct at workplace etc.;

  • Assessing employment contracts and internal policies and procedure adequately deal with matters pertaining to safeguarding the confidential information, the intellectual property of the target as well as the overall safety and security data within the organisation;

  • Adequacy of the statutory registrations sought, under both central as well as state specific labour and employment laws, and the level of compliance undertaken, by review of registration certificates, statutory records as well as filings/reporting carried out, under the relevant Shops and Establishments Act, Employees' Provident Funds and Miscellaneous Provident Act, 1952, Employees' State Insurance Act, 1948, Contract Labour (Regulation and Abolition) Act, 1970, the Payment of Gratuity Act, 1972, the Maternity Benefits Act, 1961 read with the Maternity Benefit (Amendment) Act, 2017, the Payment of Bonus Act, 1975, the Equal Remuneration Act, 1976, the Minimum Wages Act, 1948, the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Rights of Persons with Disabilities Act, 2016. etc.

  • Understanding the nature of ongoing issues and disputes with employees, if any.
  • Review of the list of all technology, know-how and/or processes used in or necessary for the conduct of the business of the target.

  • Review of the various intellectual property rights, (including trademark, logos, domain names etc) including registration(s) or application(s) seeking registration of trademark, class(es) in which the mark is registered, details of filing and first use dates of application, status of pending applications, prior owner, if any, and how the trademark was acquired by the target.

  • Assessing whether any assignments have been recorded and if yes, whether an accurate chain of title exists,

  • Assessing whether there is presence of any security interests including grant of license(s) as well as the terms of the grant.

  • Assessing details of the copyrights as well as patents, whether registered or unregistered.

  • Review of all intellectual property rights licensed from third parties along with relevant documents, including copies of software licenses, authorizations, consents or permits etc.

  • Gathering details of any known or suspected infringement or misappropriation of any intellectual property rights by a third party of intellectual property rights owned by or licensed to the target or by the target, of the intellectual property rights owned by or licensed to any third party.

  • Review of the list of open source software used in the target including the manner in which such open source software is used, whether the open source software has been modified, whether the open source software was/is distributed by the target, how such open source software is integrated with or interacts with the target’s products or any portion thereof.

  • Review of the IT procedures as well as internal policies pertaining to Data Security and Privacy, Safety and Usage of Information Technology Assets, maintained and adopted by the target and analysis of whether the same meets the requirements of applicable laws as well as the contractual obligations to which the target is bound.

  • Review of Terms of Use, Data Privacy Policy as well as grievance officer related notice requirements, for the website, under the Information Technology Act, 2000.
  • Registration as well as ongoing compliances under the Factories Act, 1948, read with the Industrial Disputes Act, 1947, in case of factory or manufacturing or industrial plant,

  • Registration as well as ongoing compliances under the Special Economic Zones Act, 2005, in case of export units operating in special economic zones,

  • Filings with the Reserve Bank of India, through the Authorized Dealer banks, in compliance with the Foreign Exchange Management Act, 1999, including in case of receipt of advance / foreign income against export of goods/ services, or lodging of export invoices,

  • Registration as well as routine compliances with SEBI regulations, in case of carrying out the business of an Investment Advisor or Research Analyst etc.

  • In case of an e-commerce marketplace, with Foreign Direct Investment, review of compliances undertaken with the provisions of FEM (Transfer or Issue of Security by A Person Resident Outside India) Regulations, 2017, as applicable on marketplace model of e-commerce.

  • Review of details of credit facilities availed from financial institutions (domestic and international), commercial banks and other third parties, including copies of agreements, along with all the documents filed with the Registrar of Companies, while availing /satisfying the facility.

  • Review of details of all loans obtained from or by any funding arrangements.

  • Review of any debentures, debenture stock issued by the target entity as well the terms governing the same.

  • Assessment loans or mortgage, charge or any other lien or pledge, encumbrances on any of the assets and terms of such mortgages/charges over the property in relation to indebtedness incurred.

  • Review of security documents, including but not limited to documents relating to pledge of shares, negative pledge of shares / non disposal undertakings / lock-in, etc.

  • Review of third party material contracts such as vendor, supplier, client, service contracts, joint venture / collaboration agreements etc. with a view to identify potential liabilities, risks, restrictions on the business as well as the procedural implications thereof, on the proposed transaction;

  • Analysis of related party transactions inter-se between the target entity and its parent entity/ promoters/directors/other related parties so to assess whether same have been carried out on an arm’s length basis, in compliance with applicable laws as well as their potential implications on the transaction.

  • Review of internal policies on procurement, code of ethics, whistle-blower, anti-bribery, anti-gifting etc.

  • Examination of immovable assets owned by the target, including title verification and review of conveyance deeds;

  • Review of any General Power of Attorneys or Special Power of Attorneys issued with regards to any immovable properties as well as material action taken pursuant to such authorizations;

  • Review of Lease and Licensing Agreements as well as material terms thereof, including whether ant prior approvals are required to be sought for the proposed transaction, restrictions of assignment or termination rights etc.
  • Reviewing the approvals/ No Objection Certifications, sought under the Air Pollution Control Act as Water Pollution Control Act, if applicable as well as the terms of the same;

  • Reviewing the adequacy of the annual/ routine compliances undertaken and whether the same meet the statutory requirements;

  • Assessing of compliances undertaken under the e-waste Management Rules. 2016.

  • Identification of pending, threatened, or historical disputes, including regulatory and quasi-judicial proceedings and analysing the potential implications thereof.

  • Review of judgments or decisions rendered by courts, authorities and/or arbitration tribunals in relation to or having implications on the business.

  • Reviewing whether there are any out-of-court settlements in relation to or having implications on target.

  • Review of any demand notices, enquiries or show causes notices issued by any authority.

Our Post-Diligence Services

We also offer post due diligence services, so as to assist our clients in assessing the due diligence findings, taking informed decisions, including making structural as well as commercial changes to the transaction, and executing definitive documents which duly addressing the due diligence findings.

Why Choose Us:

New Delhi

A-177 and A-380,
Defence Colony,
New Delhi - 110024


New Delhi

Chamber Number 388,
Block II, Delhi High Court,
Sher Shah Road,
New Delhi - 110503
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Bangalore
  • No. GF 3, Embassy Square,
    No. 148, Infantry Road,
    Opp Commissioner of Police Office, Bengaluru - 560001
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