You are partner in CPA & Co (Company Secretarial Firm). Firm has got assignment from MNP Bank regarding the due diligence of ABC Ltd. Your senior partner has guided you that "While the RBI Notification has opened up

The Bank conduct due diligence whenever the company intends to borrow the money from the bank. The Practicing Company Secretary (PCS) are authorized to certify compliance in respect of matters specified in the RBI Circular on the subject matter. Company Secretaries must take adequate care while issuing Diligence Report. Any failure or lapse on the part of a Practising Company Secretary (PCS) in issuing a Diligence Report may not only attract penalty for false reporting and disciplinary action for professional or other misconduct under the provisions of the Company Secretaries Act, 1980 but also make him liable for any injury caused to any person due to negligence in issuing the Diligence Report. Therefore, it becomes imperative for the PCS to exercises great care and caution while issuing the Diligence Report and also adheres to the highest standards of professional ethics and excellence in providing services. Methodology for Diligence Reporting: To enable the PCS to issue the Diligence Report, the Company (borrower) should provide the PCS access at all times to the books, papers, minutes books, forms and returns filed under various statutes, documents and records of the company, whether kept in pursuance of the applicable laws or otherwise and whether kept at the registered office of the company or elsewhere which he considers essential for the purposes of Diligence Reporting. The PCS shall be entitled to require from the officers or agents of the company, such information and explanations as the PCS may think necessary for the purpose of such Reporting. However, depending on the facts and circumstances, PCS may obtain a letter of representation from the company in respect of matters where verification may not be practicable for example matters such as (i) show cause notices received; (ii) persons and concerns in which directors are interested, etc. If the scope of work required to be performed- is restricted on account of limitations imposed by the company or on account of circumstantial limitations (like certain books or papers being in custody of another person or Government Authority) the Report shall indicate such limitation. PCS shall have due regard to the circulars and/or clarifications issued by the Reserve Bank of India from time to time. It is recommended that a specific reference of such circulars at the relevant places in the Report shall be made, wherever possible. The qualification, reservation or adverse remarks, if any, may be stated by the PCS at the relevant places. It is recommended that the qualifications, reservations or adverse remarks of PCS, if any, should be stated in thick type or in italics in the Diligence Report. If the PCS is unable to form any opinion with regard to any specific matter, the PCS shall state clearly the fact that he is unable to form an opinion with regard to that matter and the reasons thereof.