Last updated: 14 Oct 2026

Virtual Auditor

Cap Table Management Service India

Last updated: 14 Oct 2026

Quick answer: Virtual Auditor provides practitioner-grade cap table management services for Indian startups, covering everything from incorporation to exits. Led by CA V. Viswanathan, the firm delivers due diligence, financial model reviews, regulatory compliance assessments, and transaction support, including ESOP design and FEMA compliance, tailored to the specific growth stage of the startup.

Looking for expert cap table management service india? Virtual Auditor provides practitioner-grade startup advisory services in India, led by CA V. Viswanathan — IBBI Registered Valuer (IBBI/RV/03/2019/12333) | Fellow Chartered Accountant (FCA) | Associate Company Secretary (ACS) | Certified Fraud Examiner (CFE). We combine deep regulatory expertise with hands-on execution to deliver results within your timeline.

What is Cap Table Management Service India?

What We Deliver

Due diligence report / advisory deliverable tailored to your transaction stage. Financial model review or cap table analysis with scenario modelling. Regulatory compliance assessment and structuring recommendations. Transaction support — term sheet review, SHA drafting support, closing checklist. Post-transaction compliance setup and ongoing advisory.

Our Process

Step 1: Scoping call — transaction stage, investor requirements, regulatory needs. Step 2: Data room review and due diligence / analysis. Step 3: Deliverable preparation — report, model, or advisory note. Step 4: Review call with founders and iteration. Step 5: Final delivery with compliance recommendations.

We have worked with startups across stages — from bootstrapped companies needing their first DPIIT registration to Series C companies managing complex multi-jurisdictional compliance. Our advisory scales with your growth, adding FEMA compliance when you raise foreign capital, transfer pricing when you expand internationally, and forensic controls when your team grows beyond founder oversight.

Get Started Today

Ready to engage Virtual Auditor for cap table management service india? Contact us for a free initial consultation:

Call/WhatsApp: +91-99622 60333

Email: support@virtualauditor.in

Offices: Chennai | Bangalore | Mumbai

No obligation. We will assess your requirements and provide a clear scope, timeline, and fixed-fee quote within 24 hours.

What has changed in the law — reviewed October 2026

  • Angel tax: section 56(2)(viib) of the Income-tax Act, 1961 does not apply from assessment year 2025-26 (Finance (No. 2) Act, 2024), so share premium received from any investor is no longer taxed under that clause. Valuations are still required under separate regimes, each with its own law and signing professional: fair market value under Rule 11UA(1)(c) of the Income-tax Rules, 1962 for section 56(2)(x) in the recipient's hands (net-asset basis for unquoted equity shares); FEMA pricing for a non-resident investor under the FEM (Non-debt Instruments) Rules, 2019, certified by a Chartered Accountant, SEBI-registered merchant banker or practising cost accountant; a registered valuer's report under section 247 of the Companies Act, 2013 and Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014 for preferential allotments under section 62(1)(c); and grant-date fair value of the option under Ind AS 102 for ESOP accounting (reviewed 25 October 2026).

Frequently Asked Questions

How can I engage Virtual Auditor for cap table management service india?
Contact us at +91-99622 60333 (call/WhatsApp) or email support@virtualauditor.in. The initial consultation is free with no obligation. We will assess your requirements and provide a clear scope, timeline, and fee quote.
What are Virtual Auditor's credentials?
Virtual Auditor is led by CA V. Viswanathan — Fellow Chartered Accountant (FCA), Associate Company Secretary (ACS), Certified Fraud Examiner (CFE), and IBBI Registered Valuer (IBBI/RV/03/2019/12333). This multi-credential profile enables integrated advisory across valuation, tax, corporate law, and forensic accounting.
Does Virtual Auditor serve clients outside India?
Yes. With offices in Chennai, Bangalore, and Mumbai, we serve clients across India. Most engagements are handled digitally, with in-person meetings available at any of our three offices.
What needs review before I agree to these investment, sale or shareholder terms?
Review the economics: the price, the pre- and post-money valuation, the ESOP pool, adjustments for debt and working capital, and any earn-out. Review the rights: liquidation preference, anti-dilution, board seats and reserved matters, drag-along and tag-along, rights of first refusal, and founder vesting and non-compete terms. Review the regulatory steps: FEMA pricing and reporting for foreign investors, Companies Act approvals and valuation, stamp duty and the tax on any sale. Finally, check the diligence findings against the warranties and indemnities you are asked to give or receive. We review the numbers and compliance and explain the consequences; your advocate drafts and negotiates the legal documents.

Watch: How Virtual Auditor Works

Subscribe to our YouTube channel for expert guides on cap table management service india, compliance tips, and more.

Ready to Get Started?

Free 30-minute consultation with CA V. Viswanathan, FCA, ACS, CFE, IBBI RV. No obligation.

What has changed in the law — reviewed October 2026

  • Angel tax: section 56(2)(viib) of the Income-tax Act, 1961 does not apply from assessment year 2025-26 (Finance (No. 2) Act, 2024), so share premium received from any investor is no longer taxed under that clause. Valuations are still required under separate regimes, each with its own law and signing professional: fair market value under Rule 11UA(1)(c) of the Income-tax Rules, 1962 for section 56(2)(x) in the recipient's hands (net-asset basis for unquoted equity shares); FEMA pricing for a non-resident investor under the FEM (Non-debt Instruments) Rules, 2019, certified by a Chartered Accountant, SEBI-registered merchant banker or practising cost accountant; a registered valuer's report under section 247 of the Companies Act, 2013 and Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014 for preferential allotments under section 62(1)(c); and grant-date fair value of the option under Ind AS 102 for ESOP accounting (reviewed 25 October 2026).

What the law says — Companies Act 2013 ss.42, 62, 88; Companies (Share Capital and Debentures) Rules 2014

A cap table is only as reliable as the filings behind it: every allotment needs a PAS-3, every ESOP pool a special resolution, and every convertible a defined conversion ratio. The register of members under s.88 is the legal record, and the cap table must reconcile to it on a fully diluted basis.

How does the procedure work?

  1. Reconstruct the share history from PAS-3 and SH-4 filings
  2. Build the fully diluted table with ESOPs, CCPS and CCDs
  3. Model dilution for the next round
  4. Reconcile with the register of members and MGT-7
  5. Maintain the table after every corporate action
Time limitPAS-3 within 30 days of allotment (15 days for private placement)
FormsPAS-3; register of members (MGT-1); MGT-7
Consequence of defaultAllotments not filed attract additional fees and, for private placements, the s.42(10) penalty

Source: Companies Act, 2013. Last reviewed 2026-10-14.

Which laws govern this service? — Company law

The statutory provisions this service is delivered under, linked to the official text:

Strategic Business & Compliance Insights