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Taking over a Private Limited Company

virendra kolekar (3 Points)

03 January 2025

I am interested in existing private limited company for purchase/takeover.

The Company I wish to take over is registered in ROC Delhi

I am from Mumbai/Maharashtra

The Company I wish to takeover is 3 years old having 2 Directors, till date the company has filed the 3 years Audit Report, Income Tax - GST Details are yet to be shown.

What are the due deligience to be followed as per the Company Law.

We will be 2 Directors with Active DIN taking over the existing Company having ROC from Delhi.

My Question is how to make Valuation of the Company I wish to Takeover.

My further query is:

Can I change the Name of the Company
Can the Primary and Ancillary Objectives be Changed.
Trasfer - ROC from Delhi to ROC Mumbai
Any Other due digilence to be followed.

Kindly Advise.

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3 Replies

Rama chary Rachakonda (Master in Accounts & high court Advocate) (8497 Points)
Replied 03 January 2025

Congratulations on considering acquiring an existing private limited company. Here's a comprehensive checklist of due diligence and steps to follow: Due Diligence 1. *Review Company Records*: Obtain and review the company's incorporation documents, Memorandum of Association (MOA), Articles of Association (AOA), and all filings with the Registrar of Companies (ROC). 2. *Financial Statements*: Obtain and analyze the company's financial statements, including balance sheets, profit and loss accounts, and tax returns for the past three years. 3. *Tax Compliance*: Verify the company's tax compliance, including GST, income tax, and other applicable taxes. 4. *Litigation and Disputes*: Check for any ongoing or pending litigation, disputes, or regulatory issues. 5. *Employee and Labor Matters*: Review employee contracts, labor laws compliance, and any pending employee-related issues. 6. *Intellectual Property*: Verify ownership and validity of intellectual property rights, including trademarks, patents, and copyrights. 7. *Assets and Liabilities*: Verify the company's assets, including property, equipment, and inventory, and liabilities, including debts and obligations. Valuation of the Company 1. *Asset-Based Valuation*: Calculate the company's net asset value by subtracting liabilities from assets. 2. *Earnings-Based Valuation*: Calculate the company's value based on its earnings, using methods like the price-to-earnings (P/E) ratio. 3. *Market-Based Valuation*: Research the market value of similar companies in the industry. 4. *Discounted Cash Flow (DCF) Valuation*: Estimate the company's future cash flows and discount them to their present value. Post-Acquisition Changes 1. *Change of Name*: Yes, you can change the company's name by passing a special resolution, obtaining approval from the ROC, and updating the MOA and AOA. 2. *Change of Objectives*: Yes, you can change the company's primary and ancillary objectives by passing a special resolution, obtaining approval from the ROC, and updating the MOA and AOA. 3. *Transfer of ROC*: Yes, you can transfer the company's ROC from Delhi to Mumbai by filing the necessary forms and documents with the ROC. Other Due Diligence 1. *Verify DIN and KYC*: Verify the DIN (Director Identification Number) and KYC (Know Your Customer) compliance of the existing directors. 2. *Check for Any Charges*: Verify if there are any charges on the company's assets or properties. 3. *Review Insurance and Risk Management*: Review the company's insurance policies and risk management practices. 4. *Verify Compliance with Labor Laws*: Verify the company's compliance with labor laws, including provident fund, employee state insurance, and labor welfare fund. Please consult with a professional advisor, such as a chartered accountant or a lawyer, to ensure you comply with all the necessary regulations and laws.

1 Like

virendra kolekar (3 Points)
Replied 03 January 2025

Thanks for the immediate reply Sir

ROHIT KUMAR (CA) (23 Points)
Replied 13 May 2025

Hi pls connect on smaheshwari1818 @ gmail.com

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