Who it’s for
| You are | Typical question | Usual scope |
|---|---|---|
| VC / PE fund investing in an Indian startup | Are the numbers real and are past share issues clean? | Financial + tax + FEMA + cap table |
| Foreign company acquiring an Indian business | What liabilities come with it, and what should the SPA cover? | Full financial, tax, FEMA, corporate and payroll |
| JV partner or distributor | Is this company what it says it is? | Company verification + financial review |
| Lender or procurement team | Can this supplier perform and pay? | Verification + filed financials + GST filing record |
What we check
- Financial: quality of earnings, revenue recognition, cash vs book profit, working capital, related-party transactions, debt and off-balance-sheet items, and how the Indian accounts map to your GAAP.
- Tax: income-tax assessments and open demands, TDS defaults, GST reconciliations (sales returns vs tax paid vs input credit), transfer pricing and pending litigation.
- FEMA / RBI: every past foreign investment reported (FC-GPR, FC-TRS), pricing-guideline compliance, ODI, ECB, the FLA return, sectoral caps and the beneficial-ownership position under Press Note 3.
- Corporate records: share-capital history, MCA filings, charges on assets, director KYC and board approvals — matched to the cap table.
- Payroll and labour: PF, ESI, gratuity and contractor arrangements.
- SPA input: findings turned into specific indemnities, conditions precedent and price adjustments for your lawyers. Checklist: due diligence checklist for Indian companies.
Red flags we find most often in Indian targets
- Share allotments to foreign investors reported late — or not at all — and no valuation certificate on file.
- GST input credit claimed that suppliers never reported, and sales in the books that don’t match GST returns.
- Cash-heavy revenue or expenses routed through related parties.
- Income-tax demands sitting unanswered on the e-filing portal.
- Assets pledged to lenders (charges on MCA) that the management deck doesn’t mention.
- Key staff engaged as “consultants” to avoid PF and payroll tax.
How it works
Scope & NDA
We agree the questions that matter for your deal and a fixed scope, then send a focused document request list.
Review
Data-room review, public-record checks and management calls. Material issues are flagged to you as soon as we find them.
Report
A red-flag report with quantified exposures, and drafting points for the SPA and closing conditions.
How we work with clients abroad
- Fully remote: engagement letter and NDA by e-signature, data through your virtual data room or a shared drive, calls on your time zone (US mornings, Europe and Gulf afternoons, Japan and Singapore mornings IST).
- In English, in writing: every finding is referenced to a document or a public record, so your board, lawyers or auditors can rely on it.
- On the ground when needed: offices in Ahmedabad, Mumbai, Bengaluru, Rajkot and Dubai for site visits, bank meetings and management interviews.
- Clear scope: CA work — accounting, tax, FEMA and corporate filings. Legal opinions come from your lawyers; we work alongside them.