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R. A. Dhoot & Co.
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Practice Brief • Corporate Advisory & Virtual CFO

Due Diligence & Business Restructuring Services

Financial, tax, and accounting due diligence, Quality of Earnings (QoE), and deal structuring.

Turnaround: 2 to 4 weeks for full diligence report
Practice Lead: CA. R.A. Dhoot & Due Diligence Desk

Practice Methodology & Regulatory Scope

Deals succeed or fail on the accuracy of diligence. We evaluate adjusted EBITDA, unrecorded liabilities, customer concentration risks, and historical tax contingencies to help acquirers negotiate purchase price adjustments and indemnity protections.

Governing Statutory Acts & Guidelines

Companies Act 2013 (Section 230-240)
Income Tax Act (Slump Sale & Demerger Provisions)
Competition Act

Tangible Client Deliverables

1
Red Flag Diligence Report highlighting key deal breakers
2
Quality of Earnings (QoE) Analysis with EBITDA adjustments
3
Net Debt & Target Working Capital Peg Formulation
4
Tax Structuring Note (Share Sale vs Asset Sale vs Slump Sale vs Scheme)
5
Drafting Representation & Warranty (R&W) and Indemnity clauses

Measurable Enterprise Safeguards

Substantial purchase price renegotiation leverage based on verified findings
Prevention of post-closing liabilities and unexpected tax claims
Smooth transition and integration of acquired business units

Statutory Practice FAQs

Q: What is the difference between an asset purchase and a slump sale under Indian tax law?
A: An asset purchase involves individual itemized valuation of assets with potential GST and capital gains liabilities on each item. A slump sale transfers an entire business undertaking as a going concern for a lump-sum price without values being assigned to individual assets, taxed under Section 50B.
Partner Consultation

Engage Practice Partner

Schedule an in-person chambers discussion or encrypted virtual conference with our senior practice leader.

Designated Partner Lead:
CA. R.A. Dhoot & Due Diligence Desk
ICAI Fellow Chartered Accountant
Strict client confidentiality maintained under ICAI Code of Ethics.