Introduction
Whether entering a joint venture, acquiring a target entity, securing institutional bank financing, or preparing for private equity/venture capital investment, secretarial due diligence is essential. Undisclosed non-compliances, defective title to shares, unrecorded charges, or procedural irregularities can jeopardize transaction valuation and expose buyers to severe statutory liabilities.
H N Malpure & Associates provides exhaustive secretarial and corporate legal due diligence services, delivering structured, evidence-backed reports that uncover hidden risks and provide pragmatic mitigation strategies.
Our Approach
We review physical and electronic records across MCA, ROC, SEBI, RBI, and judicial registries. Our due diligence reports categorize findings into Deal Breakers, High-Risk Items, and Operational Lapses, paired with actionable condition-precedent (CP) and condition-subsequent (CS) remedies.
Transaction Principle: Deep due diligence executed before deal closure gives investors complete negotiation leverage and ensures flawless post-merger integration.
How We Help
Our Due Diligence practice supports diverse commercial transactions:
- M&A and Joint Venture Diligence: Comprehensive scrutiny of target company legal structure, shareholding validity, regulatory licenses, and litigation risks.
- Private Equity & VC Diligence: Reviewing capitalization tables, previous funding rounds, investor rights, and statutory compliance history.
- Banking & Institutional Search Reports: Preparing 13-year or 30-year charge search reports for commercial banks and NBFCs verifying property and asset encumbrances.
- Vendor & Pre-IPO Due Diligence: Conducting sell-side due diligence to clean up statutory records and resolve legacy non-compliances before market launch.
Why It Matters
Rigorous due diligence safeguards investor capital, prevents costly post-acquisition litigation, validates company valuation, and ensures smooth regulatory approvals from CCI, NCLT, and RD.
Let's Work Together
Engage H N Malpure & Associates to perform exhaustive Due Diligence for your next corporate transaction.
Practice Scope & Key Execution Areas
Corporate Structure & Shareholding Due Diligence
- Verification of incorporation documents, MOA/AOA validity, and registered office records
- Exhaustive audit of historical share allotments (PAS-3), share transfers, and SH-4 stamp duty compliance
- Verification of Beneficial Ownership (SBO under Section 90) and promoter holding genealogy
- Inspection of Employee Stock Option Plans (ESOP), convertible instruments, and debenture trust deeds
ROC Charges & Bank Encumbrance Search
- Detailed examination of ROC Index of Charges (Form CHG-1, CHG-4, and CHG-9)
- Verification of active, modified, and satisfied bank charges against corporate assets
- Preparation of Comprehensive Bank Search Reports for credit facilities and consortium lending
- Title verification of corporate immovable properties, guarantees, and pledge of shares
Regulatory & Statutory Compliance Review
- Scrutiny of Board and General Meeting proceedings, quorums, and special resolution filings
- Review of Related Party Transactions (RPT) approvals, inter-corporate loans, and guarantees
- Audit of cross-border investments (FDI, ODI, ECB) and RBI/FEMA compliance filings
- Verification of labor, environmental, factory, and municipal statutory operational approvals
Litigation & Transaction Risk Profiling
- Litigation search across High Courts, NCLT, NCLAT, Supreme Court, and regulatory tribunals
- Assessment of show-cause notices from ROC, RD, SEBI, Income Tax, and Enforcement Directorate
- Classification of findings into Conditions Precedent (CP) and Conditions Subsequent (CS)
- Delivery of Executive Red-Flag Summary and Final Due Diligence Report