Due diligence in India- Meaning, Objectives and Types

Meaning of Due Diligence

Due diligence is the investigation that a business or a large company invests in before entering into an agreement with another party. It is a legal obligation as certain rules govern the provisions of the due diligence process but the most common manner in which it is undertaken is through voluntary investigations.

Businesses and corporates need to perform the process of Due Diligence in their respective companies if they want to take better decisions that will lead the company to earning profits. It is mainly performed by a company before making any significant financial decisions such as bank loan funding, private equity investment, and business sale etc.

Due diligence is an investigation or audit of an investment or product to confirm all the information that includes financial records. It refers to the research done before entering into an agreement or a financial transaction with another party.

After filling up the application form, the conditions dominant in a particular situation are evaluated by maintaining a standard to generate an accurate and transparent image of the situation. Thus, maintenance of a standard results in finding practical solutions which further leads to better decision making.

Under what situations is the process of Due Diligence considered?

1. Funding a Start-up
2. Merger
3. Acquisitions
4. Privatization
5. Investigation
6. Asset Tracking

Types of Due Diligence

• Financial
• Legal
• Human Resources
• Operational
• Environmental
• Business
• Strategic Fit
• Self-Assessment

Financial

Financial due diligence is one of the most significant and well-known due diligence type. In financial audit, firms inspect the accuracy of the financial records in the Information Memorandum (CIM). The purpose is to gain an understanding of financial performance and stability.

Some items that are audited includes:

Financial statements

Company’s forecasts and Projects

Inventory schedules.

Legal

Legal due diligence determines if the company is legally compliant or overloaded in issues.

Items assessed include:

Contracts

Corporate documents

Board meeting minutes

Compliance doctrine

Human Resources

Human Resources (HR) due diligence focuses on company’s most vital asset: their employees.

Human Resources’ investigation aims at:

Company’s organizational structure

Compensation

Operational

Operational due diligence comprises of an evaluation of all the elements of a company’s operations. All the business activities that happen on the day-to-day, weekly, monthly or annually basis, every single aspect comes under the evaluation process. The objective is to evaluate the current situations of the technology used, assets, and services and extract all hidden liabilities.

Environmental

Environmental due diligence verifies if the company’s equipment and services are in accordance with environmental regulations. The purpose is to remove all causes of penalties.

Business

Business due diligence identifies the company’s customers and determines its industry. It helps forecast the effect and related risks that the business deal may create on the acquiring firm’s current customers.

Strategic Fit

Strategic fit due diligence judges whether the target company will be suitable taking their goals and objectives into consideration.

Self-Assessment

Self-assessment due diligence is often disregarded by businesses. But, it is one of the most important aspects. It should be considered right after considering an investment.

Due Diligence Process

Due diligence process involves reviewing the mandatory due diligence checklist points of the following key areas-

• Preparation of a Non-Disclosure Agreement

Preparing a non-disclosure agreement (NDA) is the first step in the due diligence process that occurs between the two parties concerned in which the terms and conditions of the business due diligence are mentioned.

• Operational Due Diligence

This step consists of collecting important information regarding the situation. The team later studies the information and examines documents related to operations conducted in the business.

• Financial Due Diligence

The due diligent company, then places their questions and further reviews documents on subjects related to the target company’s last three years’ financial statements, and if the statements are audited or not,

whether the profit margins are growing or decreasing and at what rate, what are the company’s future projects, if the assumptions are reasonable, working capital requirements needed to continue the operations of the company, 

• Legal due diligence

The due diligent company reviews all relevant legal and regulatory documents of the target company and interviews important people. The purpose is to check all legal risks. Documents affecting to registrations, compliances, intellectual property rights, litigations are evaluated in details.

The last step comprises preparing the report or putting together the results of the business due diligence process which is later shared with both the parties.

What are the objectives of the Due Diligence Process?

1. With regards to purchasing a business, the first most important purpose of due diligence and certain aspects of the business agreement that are evaluated before signing the agreement are-
2. Financially stability of the business,
3. The business is legally sound,
4. The business has a firm and a consistent amount of stability,
5. All the significant facts of the company are transparent
6. It is mandatory to examine so that the buyer or acquirer can make a better decision that is effective and efficient
7. Minimizes the chances of acquiring liabilities or taking risks because proper investigation will bring out accurate results.
8. Identifies current issues or problems prevailing in the business that might grow into bigger issues which would give rise to huge liabilities at later stages of the business.
9. Determines the value of the business and negotiating the appropriate price.
10. A proper Due Diligence process is considered as a sign of good corporate governance.