A due diligence checklist from MCA records for a private limited company

MCA records are not a complete due diligence. They are self-reported by the company, sometimes late, and silent on litigation, tax and most contracts. They are, however, public, dated and filed under the signature of directors and professionals, which makes them the right place to start and a good test of what the company tells you.

This checklist is for a private limited company under the Companies Act, 2013. Adapt it for public companies and LLPs.

Step 1: Fix the identity

• Confirm the CIN and the exact registered name. Ask the company for its certificate of incorporation and any fresh certificates on change of name.
• Note the date of incorporation, the ROC, and the class and category from the master data.
• Check the registered office against the address on the company's letterhead and agreements. A change of registered office is filed in INC-22; a mismatch may mean the form is not on file.

Step 2: Read the status

The status field on the master data comes first because it can end the enquiry.

• Active: proceed, but this says nothing about compliance.
• Under Process of Striking Off: the ROC has started proceedings under s.248. Find out whether it is the ROC acting on its own motion under s.248(1), or the company's own application under s.248(2), and why.
• Strike Off: the company has been removed from the register and dissolved under s.248(5). It may be restored only by the Tribunal under s.252: on appeal within three years of the Registrar's order (s.252(1)), or on an application by the company, a member, creditor or workman within twenty years of the notice in the Official Gazette (s.252(3)).
• Under Liquidation, Amalgamated, Converted to LLP or Dormant (s.455): each changes the nature of the review entirely.
• ACTIVE compliance flag: if the company has not complied with the INC-22A requirement under rule 25A of the Companies (Incorporation) Rules, 2014, it may be marked "ACTIVE non-compliant", which restricts certain filings CHECK: current list of restricted forms and whether the flag still operates on V3.

CHECK: exact status labels used on V3.

Step 3: Pull the documents

Through View Public Documents, pull at least the following.

Incorporation and constitution

• Incorporation forms (SPICe+ or its predecessors) with the memorandum and articles.
• INC-20A, declaration of commencement of business under s.10A, for companies incorporated after November 2018 CHECK: applicability date.
• Every MGT-14 filing that records an alteration of the articles or memorandum.

Capital and ownership

• PAS-3 returns of allotment for every allotment.
• SH-7 for any increase of authorised capital.
• MGT-7 or MGT-7A annual returns for at least the last three years, with shareholder lists.
• BEN-2 returns on significant beneficial ownership under s.90.

Management

• DIR-12 for every appointment and cessation of directors and KMP.
• DIR-11 where a director has resigned and filed directly.
• MGT-14 for board and member resolutions that must be filed. Note that private companies are exempt from filing certain board resolutions under s.179(3) CHECK: scope of the exemption notification of 5 June 2015 as amended.

Accounts and audit

• AOC-4 (and AOC-4 CFS or XBRL where applicable) for at least the last three years, with financial statements, board's report and auditor's report.
• ADT-1 for auditor appointments under s.139, and ADT-3 for any auditor resignation.

Security and borrowings

• The index of charges and every CHG-1, CHG-9 and CHG-4 with attached instruments.
• DPT-3 returns of deposits and outstanding receipts of money not treated as deposits, under rule 16 of the Companies (Acceptance of Deposits) Rules, 2014 CHECK: current applicability and due date.

Step 4: Check the directors

For each current director, and each director who left in the last few years:

• Open the DIN record and note its status. Look for statuses such as deactivated for non-compliance with director KYC under rule 12A of the Companies (Appointment and Qualification of Directors) Rules, 2014, or disqualified CHECK: current DIN status labels on V3. Note that rule 12A was substituted with effect from 31 March 2026, moving director KYC to a three-year cycle CHECK: G.S.R. 943(E) dated 31 December 2025.
• List the other companies the director is associated with. A director of companies that are struck off or long non-compliant is a lead to investigate.
• Check for disqualification under s.164(2). A person who is a director of a company that has failed to file financial statements or annual returns for any continuous period of three financial years, or has failed to repay deposits or redeem debentures, becomes ineligible to be appointed or reappointed in any company for five years. Under the proviso to s.167(1)(a), such a director vacates office in other companies but not in the defaulting company. Courts have read these provisions in different ways, including on whether they apply to periods before 7 May 2018 CHECK: current position in the relevant High Court.
• Compare the board shown in master data with the DIR-12 history and the annual return. Directors who appear in one and not the other suggest a form that is not on file.

Step 5: Read for red flags

Filings not on file

• Annual filings missing for one or more years. The date of balance sheet in master data is the first clue; the document list confirms it.
• Allotments mentioned in the financial statements or annual return with no PAS-3 on file.
• Changes in directors visible in the annual return with no DIR-12 on file.
• An auditor change with no ADT-1 or ADT-3 on file.

Record each as not on file with the date you checked. Absence from the portal is a finding to put to the company, not a conclusion that the company never acted.

Inconsistencies

• Paid-up capital in master data, AOC-4 and MGT-7 that do not agree.
• Borrowings in the financial statements far larger than the open charges, or open charges with no matching borrowing.
• Shareholding that changes between annual returns with no explanation.
• Registered office in filings different from the address in your transaction documents.

Content warnings in the filings

• Qualified audit opinions, emphasis of matter paragraphs and adverse CARO remarks CHECK: CARO 2020 exemptions for small private companies.
• Going concern doubts.
• Large related party transactions in AOC-2 or the notes.
• Penalties, punishment or compounding disclosed in the annual return.
• Frequent changes of auditor, director or registered office.

Late filing

Filings made well after their due dates, often visible from the filing date on the document, show weak compliance even if the record is now complete. Late filing attracts additional fees under s.403 and may lead to penalties under s.92(5) and s.137(3).

Step 6: Go beyond MCA

MCA records do not cover these, and a proper review should:

• insolvency: NCLT cause lists and the IBBI public announcements;
• litigation: court records in the relevant jurisdictions;
• security: CERSAI and the sub-registrar for immovable property;
• tax and regulatory: GST registration status, and sector regulators where relevant.

Write it up with sources

For each finding, note the form, its SRN or filing date where shown, and the date you checked the portal. Records change, and a finding without a source is hard to defend later.

NyayAssist MCA downloads all the public documents for a company, reads them into a profile where each value names the filing it came from, and flags new filings when they appear, which supports this checklist but does not replace the reading.