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HR Solutions – Payroll Service Company

Due Diligence Consulting Services

Due diligence is an investigation or audit of a potential investment to confirm all facts, such as reviewing all financial records, plus anything else deemed material. Due diligence refers to the care a reasonable person should take before entering into an agreement or a financial transaction with another party.

Financial Due Diligence Services

Financial Due Diligence (FDD) is a process that analyzes the key financial metrics of a business such as the quality of income, cash flow, profits, and contingent liabilities and risks. Performing financial due diligence helps to decide if a deal has synergistic viability and a viable business case to pursue. Buyers, lenders, and sellers involved in mergers or acquisitions must identify the risks and the opportunities associated with a business under consideration. Conducting effective financial and tax due diligence can help buyers and lenders structure strategic transactions and avoid costly mistakes. It can also help sellers better understand the strengths and weaknesses of their positions pursuant to a deal.

Our FDD is helpful to evaluate the risks and worth of a deal and arrive at a reasonable price and also help to justify and validate the transaction with the stakeholders.

PayrollBd’s aim to provide clients with clear insights into the viability and reliability of potential investments, acquisition, merger or joint venture projects. We also offer practical solutions to issues identified during the due diligence that may impact the investments in the future but should be considered during the investment negotiation stage.

Our due diligence process typically includes an in-depth analysis of historical performance, cash flows, a critique of management’s forecasts, including the working capital requirements; and a review of the underlying financial systems and controls.

Through methods such as trend analysis, performance analysis, and structural analysis any anomalies and issues would be spotted.  Additionally, executives and members of the management and functional heads would be interviewed. If need be, intermediary agencies and institutions would also be interviewed.

PayrollBD offers financial due diligence and transaction support services to buyers, lender, and sellers involved in merger and acquisitions.

We service includes:

  • To evaluate the financial and tax risks of a firm.
  • To investigate the past profitability and cash flow, forecast the potential business prospects of the firm.
  • To evaluate the firm’s assets and liabilities, assess the contingent liabilities that may adversely affect the financial position of the company.
  • To evaluate the accounting policies, procedures, internal control and identify potential integration issues that may arise post deal.
  • To identify issues to be negotiated, warranties and representations to be included, and to determine a suitable price and post-deal business plan.
  • To determine if the deal is aligned to the acquiring party’s principles and business and to validate synergies.

Human Resources

Our team has extensive experience identifying potential HR related risks and opportunities within HR operations, compensation & benefits, and management.  Our assessment helps acquirers better understand the cultural fit of the target for add-on investments and provides for a seamless transition through deal close and integration.

Financial & Accounting

Protiviti’s defined, yet flexible approach to financial due diligence is comprehensive and designed to uncover key transaction issues.  Financial Due Diligence typically includes: Quality of Earnings, Quality of Assets, Evaluation of Finance/Accounting policies and controls, potential tax exposures, and an assessment of financial projections.

Our key Transaction Services include:

  • Valuations

  • Acquisition and vendor due diligence

  • Independent accountant report and forecast reviews

  • Independent pre-lending reviews

  • Capital raisings

  • Debt advisory

  • Tax strategy and structuring.

SELL-SIDE DUE DILIGENCE

SELL-SIDE DUE DILIGENCE

  • Identifying and ranking value-generating factors
  • Preparing pro forma financials, especially for carve-out situations
  • Analysing historical performance
  • Drafting and challenging the business plan
  • Delivering a vendor due diligence report to be used by potential buyers

The requirements for financial and tax due diligence may vary considerably depending on the size and complexity of the target, the knowledge of the target’s vendor or its industry sector, and on the size of the transaction in terms of value. Importantly, financial and tax due diligence does not constitute an audit and the extent of verification of information will depend on the requirements of the vendor and the scope of the engagement.

BUY-SIDE DUE DILIGENCE

BUY-SIDE DUE DILIGENCE

  • Defining the scope relevant to a specific transaction
  • Understanding the key drivers of the financial performance
  • Identifying and analysing the key elements affecting the transaction price
  • Assessing the quality of earnings, working capital, and net debt
  • Comprehensively identifying risks for which warranties are required
  • Assisting with the drafting of the mechanisms of price adjusting clauses
  • Determining the optimal acquisition structure from a financial and tax standpoint
  • Carrying out a post-acquisition review and preparing the opening balance sheet
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