Introduction
Due diligence assistance is a critical requirement for companies undergoing mergers and acquisitions in India, particularly in regulated and compliance-intensive sectors such as EdTech. Acquirers today expect complete transparency across statutory filings, secretarial records, and regulatory compliance before proceeding with transaction closure.
This case study highlights how structured due diligence assistance, supported by financial advisor compliance services, enabled an EdTech company based in Kerala to successfully prepare for acquisition. The engagement ensured statutory readiness, mitigated transaction risk, and strengthened confidence for both the client and the acquiring entity.
Secretarial Due Diligence for an EdTech Company Undergoing Acquisition — Ensuring Full Statutory Compliance Prior to Transaction Closure
Executive Summary
What was the challenge?
The company, an EdTech platform based in Kerala, was undergoing an acquisition and required a comprehensive assessment of its statutory compliance position. Multiple historical filings, statutory registers, and secretarial records needed verification to identify lapses and ensure readiness for the acquisition process.
What service did the firm provide?
A full Secretarial Due Diligence was conducted, including MCA filing reviews, statutory register verification, digital record assessment, compliance checklists, and detailed documentation of non-compliances along with corrective actions.
What was the result?
All statutory discrepancies, delayed filings, and documentation gaps were identified and rectification measures were implemented. A detailed Due Diligence report was prepared and shared with both the client and the acquirer, supporting smooth acquisition negotiations and compliance regularisation.
Client Overview
Business Type: Online Learning / EdTech Platform
Location: Kerala, India
Industry: Education Technology
Engagement Context: Company undergoing an acquisition requiring a complete statutory compliance review
Problem Summary: Needed a comprehensive Secretarial Due Diligence exercise to evaluate historical filings, statutory records, and regulatory compliance prior to acquisition.
The Challenge
The company had undergone various corporate actions and maintained extensive operational and digital records through its online learning platform. Before the acquisition, the acquirer required clarity on the company’s statutory compliance status. Several years of filings, statutory registers, share certificates, and secretarial documentation needed to be reviewed for completeness, accuracy, and adherence to the Companies Act, 2013. Any non-compliance posed potential transaction risks, which needed to be identified and addressed.
Our Approach
We conducted a structured and comprehensive Secretarial Due Diligence, including:
- Held detailed discussions with the client to understand their business model, operational structure, and historical corporate actions.
- Prepared a year-wise filing checklist and an event-based compliance checklist based on statutory requirements.
- Analysed all filings made on the MCA portal, including timelines, accuracy of attachments, and completeness of documentation.
- Verified filing dates against statutory due dates to identify delays, omissions, or inconsistencies.
- Reviewed board minutes, resolutions, digital records, and secretarial documentation.
- Examined statutory registers, share certificates, and other mandatory records under the Companies Act, 2013.
- Identified gaps, discrepancies, and non-compliances and compiled them for corrective action.
- Completed and presented a detailed Due Diligence report highlighting risks and recommending remedial steps.
Key Strategies Implemented
- Comprehensive MCA Filing Review
Evaluated all historical MCA submissions, ensuring form-wise correctness, adherence to due dates, and documentary completeness. - Year-wise & Event-based Compliance Mapping
Created structured checklists aligned with incorporation timelines and corporate events to ensure no statutory requirement was overlooked. - Statutory Registers & Records Verification
Compared physical and digital records with statutory requirements to assess maintenance, accuracy, and completeness. - Identification of Non-Compliances & Rectification Planning
Flagged delayed filings, documentation gaps, and discrepancies, and prepared a rectification roadmap for the client. - Due Diligence Reporting for Acquisition
Consolidated findings into a comprehensive Secretarial Due Diligence report shared with both the client and the acquirer to facilitate negotiation and transaction closure.
What Was Our Outcome?
- Complete visibility into the company’s statutory compliance status prior to acquisition
- Identification of all non-compliant areas and clear documentation for corrective action
- Strengthened the confidence of both the client and the acquirer during negotiations
- Ensured statutory records and filings were aligned with regulatory expectations
- Delivered a detailed DD report that supported the acquisition's smooth progression and closing conditions
Conclusion
This engagement demonstrates the importance of due diligence assistance as a core component of acquisition readiness. By combining secretarial due diligence with strong financial advisor compliance services, the client was able to identify and rectify statutory gaps before transaction closure.
The structured review of MCA filings, statutory registers, and secretarial records ensured regulatory alignment, reduced acquisition risk, and supported informed decision-making by the acquirer. This approach not only facilitated a smoother acquisition process but also strengthened the company’s long-term compliance and governance framework.
Frequently Asked Questions
1. What is due diligence assistance in acquisitions?
Due diligence assistance involves reviewing statutory, financial, and regulatory compliance to identify risks before a merger or acquisition.
2. Why is secretarial due diligence important for acquisitions in India?
It ensures compliance with the Companies Act, 2013 and protects acquirers from hidden statutory liabilities.
3. How does financial advisor compliance support due diligence?
Financial advisor compliance services ensure filings, records, and disclosures are accurate and aligned with regulatory expectations.
4. Is due diligence assistance required for EdTech companies?
Yes. EdTech platforms handle digital operations, regulatory filings, and investor scrutiny, making due diligence assistance critical.
5. Does secretarial due diligence cover corporate tax planning in India?
While primarily statutory, findings often impact corporate tax planning in India and post-acquisition restructuring.
6. Can due diligence identify delayed MCA filings?
Yes. MCA filing reviews are a core part of due diligence assistance.
7. How does due diligence help during acquisition negotiations?
It provides transparency, reduces uncertainty, and supports informed valuation and deal structuring.
8. Is due diligence relevant for ecommerce businesses?
Yes. Ecommerce businesses often require support from an ecommerce tax accountant near me along with statutory reviews.
9. Can due diligence help businesses file tax India compliantly post-acquisition?
Yes. It ensures compliance continuity and accurate tax filings after ownership transition.
10. What is the final output of due diligence assistance?
A comprehensive Due Diligence report highlighting risks, compliance gaps, and corrective actions.