Due Diligence Report Format by a Company Secretary for Bank
DUE DILIGENCE REPORT
Issued by Practising Company Secretary
(Under Section 2(45) of the Companies Act, 2013)
To:
The Manager – Credit & Risk
[Name of Financing Bank]
[Bank Address]
Subject: Legal and Secretarial Due Diligence Report on [XYZ PRIVATE LIMITED]
- Introduction
This Due Diligence Report is prepared at the request of [Bank Name], in relation to the assessment of creditworthiness and statutory compliance of [XYZ PRIVATE LIMITED], a company incorporated under the provisions of the Companies Act, 2013 (formerly Companies Act, 1956), with a view to evaluating its eligibility for availing financial facilities.
I, [Your Full Name], Fellow Member of the Institute of Company Secretaries of India (FCS No. [XXXX]), Practising Company Secretary, have carried out the legal and secretarial due diligence of the Company as per the scope described herein.
- Scope of the Report
This report covers the following areas:
- Corporate & Secretarial Compliance
- Financial, Statutory & Regulatory Filings
- Charges and Encumbrances
- Shareholding and Management
- Regulatory Licenses & Approvals
- Litigation & Disputes
- Internal Controls, if disclosed
- Borrowings and Related Party Transactions
- Environmental and Labor Law compliance (if applicable)
- Other material observations relevant to lenders
This report is based on:
- Physical inspection of secretarial records and registers
- Review of ROC records and filings
- Verification of statutory registers and minutes
- Examination of tax filings and licenses
- Management certifications and representations
- Company Profile
Particulars | Details |
Name of the Company | [XYZ PRIVATE LIMITED] |
CIN | UXXXXXXYYYYPTCZZZZZ |
Date of Incorporation | [DD/MM/YYYY] |
Registered Office Address | [Full Address] |
Corporate Office Address | [If different] |
PAN | [AAACX1234L] |
TAN | [DELX12345B] |
GSTIN | [XXAAACX1234L1ZP] |
Nature of Business | [e.g., Manufacturing of Plastic Goods / IT Services / Trading in Chemicals] |
Main Objects | As per MOA, Clause III(A) |
Number of Employees | [Number] |
Banker(s) | [Bank Name(s) & Branches] |
Statutory Auditors | [Name, Firm Name, FRN, Period of Appointment] |
Internal Auditors | [If applicable] |
Secretarial Auditor | [If applicable] |
- Capital Structure
Authorized Share Capital: ₹ [●]
Paid-up Share Capital: ₹ [●]
Shareholding Pattern (as on [Date]):
Shareholder Name | No. of Shares | Face Value | % Holding |
[Name 1] | [●] | ₹10 | [●]% |
[Name 2] | [●] | ₹10 | [●]% |
No preference shares or convertible instruments are currently outstanding.
Share capital is fully paid up. No buyback or bonus issue in last 3 years.
- Management & Directors
Name | DIN | Designation | Date of Appointment | Residential Address | KYC Status |
[Name 1] | [DIN] | Managing Director | [DD/MM/YYYY] | [Address] | Verified |
[Name 2] | [DIN] | Director | [DD/MM/YYYY] | [Address] | Verified |
All Directors have valid DINs and have filed DIR‑3 KYC as required.
The Company is not classified as a Small Company or a Start-up (unless applicable).
- Statutory Registers & Records
All mandatory statutory registers under the Companies Act, 2013 have been duly maintained:
- Register of Members
- Register of Directors and KMP
- Register of Charges
- Register of Related Party Transactions
- Minutes of Board Meetings and General Meetings
- Share Certificates issued and recorded
Registers were inspected and found in order. Minutes are properly signed and indexed.
- Annual Filings and MCA Compliance
Financial Year | AOC‑4 Filing Date | MGT‑7 Filing Date | Status |
[FY 2022–23] | [DD/MM/YYYY] | [DD/MM/YYYY] | Compliant |
[FY 2021–22] | [DD/MM/YYYY] | [DD/MM/YYYY] | Compliant |
No overdue filings as on report date.
The Company is in active status as per MCA records.
- Financial Statements Summary (Extracted from audited financials)
Particulars | FY [2022–23] | FY [2021–22] |
Turnover | ₹ [●] | ₹ [●] |
Net Profit/(Loss) | ₹ [●] | ₹ [●] |
Net Worth | ₹ [●] | ₹ [●] |
Reserves & Surplus | ₹ [●] | ₹ [●] |
Secured Loans | ₹ [●] | ₹ [●] |
Unsecured Loans | ₹ [●] | ₹ [●] |
Auditors have issued an unqualified opinion in their latest audit report. No adverse remark noted.
- Charges & Borrowings
Charge ID | Lender | Amount (₹) | Type | Date of Creation | Status |
[CHG1234] | [Bank Name] | 1.50 Cr | Term Loan | 01-06-2021 | Active |
All charges are registered with ROC as per Section 77.
No satisfaction or modification pending as per MCA records.
Company has provided personal guarantees by directors (if applicable).
- Licenses and Registrations
License | Authority | No. | Validity |
GST | CBIC | [GSTIN] | Active |
Factory License | Local Authority | [No.] | [Valid till] |
Shops & Establishment | [State Authority] | [No.] | [Valid till] |
Other Licenses | [e.g., Pollution NOC, FSSAI, IEC] | [Details] | [Valid till] |
- Tax Compliance
Return Type | Authority | Status |
Income Tax Returns | Income Tax Dept. | Filed till AY [Year] |
TDS Returns | Income Tax Dept. | Up-to-date |
GST | CBIC | GSTR‑1 and GSTR-3B filed regularly |
PT, PF, ESI (if applicable) | State/EPFO/ESIC | Compliant |
- Related Party Transactions
Details of transactions with related parties are disclosed in financial statements and have Board approval as per Section 188.
No material or unapproved RPTs were found.
- Litigation / Legal Matters
As per MCA, judicial databases, and management certification:
- No pending civil or criminal proceedings against the Company or its Directors.
- No notices under FEMA, SEBI, ESI, PF, Labour Laws, or other regulators.
- Compliance with Other Laws
- Labour laws (PF, ESI, Gratuity) – Compliant
- Environmental laws (if applicable) – NOC obtained and renewed
- Factory Act/Industrial laws – Compliant
- MSME registration – [If applicable, mention status]
- FEMA/FDI – No foreign investment reported
- Observations & Recommendations
- Company is in good legal standing and compliant with the Companies Act, 2013.
- No encumbrances or legal restrictions found that would hinder lending.
- The management is professionally run and all governance mechanisms appear in place.
- No adverse remarks in audit reports or regulatory findings.
- Disclaimer
This Report is issued based on the examination of documents and information provided by the Company and its management. It should not be construed as a certificate of authenticity of documents or as a financial audit. The report is intended solely for the use of [Bank Name] for credit assessment purposes.
- Conclusion
In my professional opinion and to the best of my knowledge and belief, the Company appears to be compliant with applicable statutory and legal requirements. No material irregularities or defaults have been observed as on date of this report that would impact its eligibility for bank finance.
For [Your Name]
Practising Company Secretary
FCS No.: [●] | CP No.: [●]
UDIN: [●] (if applicable)
Date: [●]
Place: [●]
Seal & Signature
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