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Part 1- Due Diligence



          QNO     Due diligence v/s Audit                                                  Old Course-- (SM21)
          621.500  TITANIUM CNO – DD.020                                                  New Course-- (SM23)
                  “Due diligence is different from audit” – Explain the difference between due diligence and audit.
                   ➢  It needs be underlined that due diligence is different from audit.
                   ➢  Audit
                      Audit is an independent examination and evaluation of the financial statements on an organization
                      with a view to express an opinion thereon.

                   ➢  Due Diligence
                      Whereas due diligence refers to an examination of a potential investment to confirms all material facts
                      of the prospective business opportunity. It involves review of financial and non-financial records as
                      deemed  relevant  and  material.  Simply  put,  due  diligence  aims  to  take  the  care  that  a  reasonable
                      person should take before entering into an agreement or a transaction with another party.


          QNO     DD (Areas)                                             Old Course-- (M08E, M13M, M15E, PM17)
          622.000  TITANIUM CNO – DD.040                                                  New Course-- (SM23)

                  Areas in which due diligence can take place.
          Answer      ➢  Areas in which Due Diligence can take place–

                              Legal due diligence: This may be required where legal aspects of functioning of the entity are
                             reviewed. For example, the legal aspects of property owned by the entity or compliance with
                             various statutory requirements under various laws.
                              Commercial/operational  due  diligence: It is generally performed by the concerned acquire
                             enterprise involving an evaluation from commercial, strategic and operational perspectives.
                             For example, whether proposed merger would create operational synergies.
                              Environmental due diligence: It is carried out in order to study the entity’s environment, its
                             flexibility and adaptiveness to the acquirer entity.
                              Personnel due diligence: It is carried out to ascertain that the entity’s personnel policies are
                             in line or can be changed to suit the requirements of the restructuring.
                              Financial Due Diligence: It involves analysis of the books of accounts and other information
                             pertaining  to  financial  matters  of  the  entity.  It  should  be  performed  after  completion  of
                             commercial due diligence.
                              Tax Due diligence: It is a separate due diligence exercise but since it is an integral component
                             of the financial status of a company, it is generally included in the financial due diligence. The
                             accountant has to look at the tax effect of the merger or acquisition.
                              Information systems due diligence: It pertains to all computer systems and related matter
                             of the entity.

                 Financial Due Diligence Old Course--(M11R, N12R, N12M, N14R, M16R, SM17,PM17, N17E, SM21, M21M)
          QNO    TITANIUM CNO –                                                            New Course-- (SM23)
          623.000
                 DD.060
                 Mr. Q is the proprietor of a very profitable business dealing in speciality chemicals. Due to his old age, Mr.
                 Q wants to sell his business and has approached XYZ Pvt. Ltd., a competitor, for the same. As an advisor
                 to XYZ Pvt. Ltd., you are appointed to do a 'Due Diligence' of the business. Enumerate the points which
                 you would look into as part of the Due diligence exercise.
                                                              OR
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