Free tool · 3 minutes
Diligence checklist builder
Choose the kind of deal and the areas you want covered. The builder puts together a starting diligence checklist for that deal.
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- Only what you enter
- Result
- Indicative, straight away
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Send the result to an adviser if you want to talk it through
The tool
Synerger · Diligence checklist builder
A starting list. Your CA and lawyer should adjust it to the business.
33 items · Share purchase
Financial · 8
- Audited financial statements for the last three years, with auditor's reports
- Monthly management accounts for the last 24 months and the current year to date
- Reconciliation of books to GST returns and bank statements, by month
- Schedule of borrowings, guarantees, charges and contingent liabilities
- Working capital by month: receivables ageing, inventory ageing, payables
- Schedule of one time items and owner related costs, with evidence
- Fixed asset register with locations and last valuation
- Budget for the current year and projections with assumptions
Tax · 5
- Income tax returns and assessment orders for the last three to five years
- GST registrations, returns and any notices or audits
- TDS returns and certificates, with any defaults
- Open tax demands, appeals and their status
- Transfer pricing documentation, where there are cross border related party dealings
Legal and corporate · 8
- Certificate of incorporation, memorandum and articles, as amended
- Statutory registers, board and shareholder minutes, and ROC filings
- Share capital history: every allotment and transfer, with filings and valuations
- Existing shareholders' agreements and any rights of first refusal
- Material contracts, with change of control and assignment clauses marked
- Title documents, leases and encumbrances for land and buildings
- Licences, consents and registrations, with expiry dates and the entity named
- Litigation, notices and claims, with an estimate of exposure
Commercial · 6
- Revenue by customer, product and region for three years
- Top twenty customer contracts and terms
- Customer concentration and churn, with reasons for lost customers
- Key supplier contracts and any single source dependencies
- Pricing, discounts and schemes given to distributors or channels
- Order book or pipeline as at the latest month end
HR and people · 6
- Headcount by department, location and grade, with contracts
- Provident fund, ESI and gratuity reconciliations and payment proof
- Contract labour arrangements and the agencies supplying them
- Key people, their terms, notice periods and non compete clauses
- ESOPs, bonus and incentive schemes, with obligations outstanding
- Disputes, union agreements and grievances
How it works
What is behind the result.
Where the items come from
The items are the standard requests we see in Indian mid sized deals, grouped by area. Some items only appear for certain deal types, for example share history for an investment or a transfer schedule for an asset purchase.
How to use it
Treat it as a first draft. Remove what does not apply, add what is specific to your industry, and give every item an owner and a due date. In Synerger, the same list becomes the request tracker.
What it cannot do
It is not legal or tax advice and it is not complete for every business. Regulated sectors such as healthcare, finance and education need extra items.
Next step
Tell us what you are planning. We will tell you how we would run it.
A thirty minute confidential call with an adviser. You leave with the steps, the documents you will need and where the risks usually sit.