S Shah Mehta & Associates

Statutory Audit: Every company registered in India has to get his accounts audited from a
chartered accountant every year. We have team of professionals to conduct
such audits.
Internal Audit For in depth checking of day-to-day
transactions, large business organizations require internal audit. We have
sufficient and capable staff strength to conduct these types of audits.

SOX Advisory


"The Sarbanes-Oxley Act of 2002
('SOX')" entrusts the management of SEC registrants with the
responsibility of annually reporting the effectiveness of their internal
control structure and procedures for financial reporting, and attesting the
financial statements. Senior management must provide assurance on the
existence, adequacy and effectiveness of internal controls - and SOX also
requires each firm's external auditor to attest and report on management's
assessment.

Our service offerings cover the entire SOX Compliance lifecycle, including
continuous monitoring and review:

Project Management
We can help your Project Management Office in executing a project charter,
building the project team and performing an enterprise risk assessment.
Documentation & Review
We can assist you in documenting controls, defining test cases and planning
any remediation activity that may be needed. Alternatively, we can provide
an independent review of existing documentation.
Control Testing:
We can carry out an independent evaluation of both the design and the
operational effectiveness of internal controls, helping you to identify
control gaps and assisting you in their remediation.

Ongoing SOX Compliance
Our flexible resource pool can also help you to cope with the fluctuating
resource demands of ongoing testing and certification - riding out the peaks
and troughs of SOX activity with minimal impact on your business.


Outsourcing facilities


Welcome to Business Process
Outsourcing. We believe that people make all the difference in building
shareholder value. That's what Business Process Outsourcing (BPO) is all
about. It's the story of how people can work together as a team to make
companies more competitive and profitable - and to bring about meaningful
changes that benefit customers, employees, and shareholders

At Mukesh Raj & Co.People, teamwork, and communications make it happen.
We really listen to our clients, and develop innovative ways to meet their
needs. Partnering is very important, and we work closely with management to
help them reach their goals. We care for the people we hire, providing them
with new and exciting career opportunities because people make all the
difference in building shareholder value.

Companies are governed in India by
companies act, 1956. Every company is required to register themselves with
the Registrar of Companies (ROC) and file the necessary documents for
various statutory requirements.

Types of companies: Normally companies are limited by liability and the
shareholders are liable upto the unpaid value of their shares. Indian
companies are mainly two types:

Private Limited Company - maximum numbers of members are 50 and prohibits
any invitation to the public to subscribe any shares or debenture, restrict
the right to transfer its shares.

Public Limited Company- Invite public to subscribe shares or debentures and
any number of members or other than private limited companies.

• Formation of Private/ Public Limited company.


• Drafting of memorandum and article of association of companies.


• Conversion of a private company into a public company and public
  ltd. into a private Ltd.


• Changing the name of company.


• Change of registered office.


• Alteration of main object of the company.


• Inclusion of new business in the memorandum of the company.


• Statutory meeting and statutory report


• Appointment of directors and their remuneration.


• Holding and subsidiary company


• Inter corporate investments


• Amalgamation, merger and acquisition of companies.


• Payment of dividend by companies


• Foreign companies


• Buy back of share.

How to setup a company in
India
Steps to be taken to get incorporated a private limited company:-

Ensure that the name does not resemble the name of any other company already registered. Apply to the concerned ROC to ascertain the availability of name in Form-1 A along with a fee of Rs.500/-. If proposed name is not available apply for a fresh name on the same application. Drafting of the Memorandum and Articles of Association, vetting of the same by ROC and printing of the same. Stamping of the Memorandum and Articles with the appropriate stamp duty. Get the Memorandum and Articles signed by atleast two subscribers in his own hand, his father's name, occupation, address and the number of shares subscribed for and witnessed by atleast one person. Get the following forms duly filled up and signed:- Declaration of compliance - Form-1 Notice of situation of registered office of the company - Form-18. Particulars of Director, Manager or Secretary - Form-32. Present the following documents with ROC with filing fee and registration fee:- Declaration of compliance - Form-1 Form-1, 18 & 32 in duplicate. Name availability letter issued by ROC. Power of Attorney from the subscribers in favour of any person for making corrections on their behalf in the documents and papers filed for registration. Obtain Certificate of Incorporation from ROC.

Additional Steps to be taken for formation of a Public Limited Company
Consent of Directors to act as such in Form No.29.

Arrange for payment of application and allotment money by Directors on shares taken or agreed to be taken. File the statement in lieu of prospectus with ROC in schedule-iv of the Companies Act. File a declaration in Form-20 duly signed by one of the Director. Obtain the Certificate of Commencement of Business.

Other Requirements of the private limited company:

• There should be at least to directors of the company.


• The two directors will be the subscriber of the memorandum and
  they subscribe the minimum capital.


• Minimum capital for a private company is INR 1,00,000/-


• Registration fee is depending upon the authorized capital of the
  company. It should be equal or more than the subscribed capital of
  the company.


• Regarding non-resident interest in the company Foreign Exchange
  management Act is controlled all the issue. You can invest up to
  100% depending upon the type of industry.

Direct Tax

Indian taxation overview:
Sense of duty.

India has embarked on a series of tax reforms since early 1990s. The
focus of reforms has been on rationalization of the tax rates and
simplification of procedures.

In India tax is levied by central, state and local government bodies.
Principal taxes including corporate tax, custom duties, central excise duty
and services tax are levied by the central government. On the other hand
states levy principal taxes like state excise duties, sales tax and stamp
duties. Local government bodies levy octroi duties and other taxes of local
nature like water tax and property taxes. .


Income Tax


Income earned in a financial year is liable to tax as per the rates
prescribed for that year. A financial year runs from 1 April to 31 March of
the following year. India follows a residence based taxation system.
Broadly, taxpayers may be classified as residents or non-residents.
Individual taxpayers may also be classified as 'residents but not ordinary
residents'.

An Indian company is always an Indian resident. Additionally, any other
company whose affairs are wholly controlled and managed from India is also a
resident. Any other company would be a non-resident.


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We provide Fema / RBI Related
Services :

Compliance of the procedure including chartered Accountants Certification for repatriation of income / assets from India Making applications to Reserve Bank of India for purchase / sale of shares, debentures & securities and directly to and from Residents and Non Residents in India and outside India. Making application to Reserve Bank of India for purchase / sale of residential and commercial property including renting out of property. Any specific advice required in relation to FEMA / RBI matters

Procedure:
You need to inform us your requirement on Email and we shall ask you to
provide us necessary information to complete the procedure. We shall
complete the relevant application forms and send it to you on Email. You
shall download the application form, sign and post/courier it to us to take
care of rest of the formalities.

The Ministry of Finance (Department of Revenue) through the Central Board of Excise and Customs (CBEC), an apex indirect tax authority, implements and administers excise (central excise), customs and service tax laws. Circulars, notifications and clarifications issued by the CBEC supplement these indirect tax laws. Issues involving interpretation of tax laws are decided by the judiciary, which is independent of the legislature.


Value-Added Tax / Sales Tax

India does not have a classic Value-Added Tax (VAT) structure. Instead, separate tax on sale of goods and on rendering of services is imposed under different legislations. Sale and purchase of goods is subjected to charge of sales tax. Sales tax is levied under Central and State Sales Tax legislations depending upon the movement of goods in pursuance of a sale transaction. If the transaction involves movement of goods from one state to another (inter-state), the tax is levied under Central Sales Tax Act (CSTA), 1956.

This Act also covers transactions of import of goods into or export of goods out of India. Sales tax is not imposed on import of goods into the country or export of goods out of the country. The Central Sales Tax (CST) Act is administered by the state governments and the tax is levied at the origination of transaction (origin based levy). The revenue collected under Central Sales Tax Act is retained by the state governments. The rates of tax under Central Sales Tax Act vary from state to state and product to product. The standard rate of CST is 4 per cent or the lower rate applicable in the state of seller if the purchaser is purchasing the same for resale or for use in manufacture of goods for sale or for specified purposes and both the seller and buyer are registered dealers. Otherwise, the rate is higher of 10 per cent or the rate applicable in the state of sale.

The transactions of sales or purchases involving movement of goods within a state (intra-state) are governed by respective State Sales Tax Acts. States also levy tax on transactions which are "deemed sales" like works contracts and leases. A works contract essentially is a contract for carrying out work involving supply of labor and material where the property in the materials passes during the course of execution of the contract. Lease is a transaction involving transfer of right to use goods.

From 1 April 2005, 21 states of India have replaced local sales tax with VAT. The rest of the states are still continuing to impose sales tax. The VAT, as introduced by 21 states, is not much different from local sales tax regime except that it captures value addition at each level of distribution network. The State VAT, as introduced by the states, continues to be a tax on sale of goods and does not include taxation of services. The standard rate of VAT is 12.5 per cent and there is reduced rate of 4 per cent. Besides that, there are exemptions and rate of 1 per cent and 20 percent for specified products.

In addition to sales tax, some states also levy additional tax / surcharge, turnover tax or entry tax.

Sales tax / state VAT is payable by the seller to the government. Ordinarily, sales tax / state VAT is recovered from the buyer as a part of consideration for sale of goods.

A Non Governmental Organization is
perceived to be an association of persons or a body of individuals. An
association of persons with non-profit motive may be registered under any of
the following Indian Acts:

As a Charitable Trust As a Society registered under the Societies Registration Act As a Company licensed under section 25 of the Companies Act

Procedures of Formation:
Trust: "Trust" is defined as an obligation annexed to the
ownership of property, and arising out of a confidence reposed in and
accepted by the owner or declared and accepted by him for the benefit of
another, or of another and the owner.

A Trust may be created by any language sufficient to know the intention and
no technical words are necessary. A trust deed, generally, incorporates the
following:

i. The name(s) of the author(s)/settlor(s) of the trust;
ii. The name(s) of the trustee(s);
iii. The name(s) if any, of the beneficiary/ies or whether it shall
be the public at large;
iv. The name by which the trust shall be known;
v. The name where its principal and/or other offices shall be
situate;
vi. The property that shall devolve upon the trustee(s) under the
trust for the benefit of the beneficiary/ies;
vii. An intention to divest the trust property upon the trustee(s);
viii. The objects of the trust;
ix. The procedure for appointment, removal or replacement of a
trustee. Their rights, duties and powers etc;
x. The rights and duties of the beneficiary/ies;
xi. The mode and method of determination of the trust.

A charitable trust is not required to obtain registration under the Indian
Registration Act.

Society: A society may be defined as a company or an association of
persons united together by mutual consent to deliberate, determine and act
jointly for same common purpose. Minimum seven persons, eligible to enter
into a contract, can form society. When an NGO is constituted as a society,
it is required to be registered under the Societies Registration Act, 1860.

The chief advantage of forming a society are that it gives a corporate
appearance to the organization, and provides greater flexibility as it is
easier to amend the memorandum and bye laws of the society than in case of
trust, terms of which are strictly manifested in the trust deed. However,
formation of a society requires more procedural formalities than in case of
a trust.

A Society for its inception requires:-

I. Memorandum of Association, and
II. Rules and Regulations.

National Securities Depository Limited
(NSDL) dispenses PAN services through a chain of TIN-Facilitation Centres
(TIN-FCs) established by NSDL across the country.

National Securities Depository Limited (NSDL) dispenses PAN services
through a chain of TIN-Facilitation Centres (TIN-FCs) established by NSDL
across the country.

Applicants can obtain the application form for PAN (Form 49A) and 'Request
for New PAN Card or/and Changes or Correction in PAN data' in the format
prescribed by Income Tax Department (ITD) from TIN-FCs.Applicants may go
through the instructions and guidelines mentioned along with the forms before
filling and submit the duly filled and signed form to any TIN-FC. NSDL will
upload the digitised PAN application data to ITD. ITD will allot PANs for
which NSDL will make PAN cards and dispatch the same along with PAN
allotment letter to the respective applicants. Applicants specifying their
valid e-mail ID in the application form will receive their PAN through
e-mail in addition to the PAN allotment letter sent by NSDL. Applicants may
track the status of their PAN application on www.tin.nsdl.com based on the
Acknowledgment Number after three days of application.

The fee for processing of PAN application and Request for New PAN Card
or/and Changes or Correction in PAN data will be Rs.66/- (Rs.60/- plus
service tax as applicable, which currently @10.20%).

There is a 100% tax exemption U/S 10A of the Income tax
Act, 1961 with respect to profits earned by 100% Export Oriented Unit upto
31-03-2009 registered with the software technology parks of India (STPI)

Application to Software Technology Parks of India (STPI) to set up a 100%
Export Oriented Unit (EOU).

Documents to include:

Application Form in the prescribed form. Memorandum and Article of Association. Board Resolution for setting up STP Unit and persons authorized to sign and submit the application form. Resume of person heading the operation/CEO. Detailed project report/ Business plan consist of: Company profile. Promoters background. Units Area of expertise/Services offered. Marketing Strategy / marketing Arrangements. Manpower plan. Future plans. Brief write up on the parent Company and the activities proposed to be carried out by the Indian entity. (In case foreign equity participation) List of Capital goods proposed to be procured from abroad and within India. Details of foreign collaborator (whether financial or technical) Copy of floor plan of the Unit certified by an architect. Copy of the rent agreement if any. Copy of invoice of the Internet service provider. Financials statement like. Cost of project & Means of finance. Projected P&L A?C. Projected Balance Sheet. Projected Cash flow/fund flow statement. Export workings- (As per Transfer Pricing guidelines where ever applicable) Financials for a 5 year period projecting income from operations, Capital expenditure & cash Flows. Detail for aggregate foreign exchange comings & outgo for first 5 years. Detail for estimated numbers of employees and wage bill for first 5 years. Other documents like Copy of service agreement signed with parent company / clients/ PO with clients/ Master service Agreement. Initial application processing fee of INR 2,500 Advances services charges of INR 50,000 at the time of executing the legal agreement. Service to be paid annually as per the following slabs.

1.	Exports upto Rs.50.00 lacs per annum	Rs 15,000/ per annum
2.	Exports above Rs.50.00 lacs per annum but upto Rs.300.00 lacs	Rs.50,000/ per annum
3.	Exports above Rs.300.00 lacs per annum	Rs.1,00,000/ per annum

Annual charges for 3 years are payable in advance. At the time of signing
the Legal undertaking, the unit is required to pay additional fees as per
the turnover achieved if achieved if achieved turnover in more than the
projected turnover. Note: Once the legal agreement has been executed then a
request letter has to be sent to ht STPI for issue of the Green Card.

A policy for setting up of Special Economic Zones (SEZs) in the country with a view to provide an internationally competitive and hassle free environment for exports was introduced on April 1, 2000. Units may be set up in SEZ for manufacturing of goods and/or rendering of Services. All the import/export operation of the SEZ units will be on self-certification basis. The units in the Zone have to be a net foreign exchange earner but they shall not be subject to any predetermined value addition or minimum export performance requirements. Sales in the Domestic Tariff area by SEZ units shall be subject to payment of full custom duty and import policy in force. Further offshore banking unit may be set up in the SEZs.

Special Economic Zone Act has been introduced in the year 2005. It is an act to provide for the establishment, development and management of the Special Economic Zones for the promotion of exports and for matters connected therewith or incidental thereto.

The policy provides for setting of SEZ's in the public, private joint sector or by State Govts. It was also envisaged that some of the existing Export Processing Zones would be converted into SEZs. Accordingly, Government has converted the Export Processing Zones located at Kandla and Surat (Gujrat), Cochin (Kerala), Santa Cruz ( Mumbai-Maharashtra), Falta ( West Bengal) , Madras( Tamil Nadu), Vishakhapatnam (Andhra Pradesh) and Noida (Uttar Pradesh) into a Special Economic Zones.

In addition, approval has been given for setting up of 42 SEZs in various parts of the country in private/joint sectors or by the State Govt. Besides these, 3 new additional SEZs approved for establishment at Indore (Madhya Pradesh) , Manikanchan- Salt Lake (Kolkata) and Jaipur have since commended operations.


Distinguishing Features

Indian SEZ act has following distinguishing features:

• As proposed in the policy the zones can be either be setup by private sector or by State Govt. or State Government in association with Private sector. Private sector is also invited to develop infrastructure facility in the existing SEZs.


• State Govt. plays a vital role in the setting up of SEZ.


• A framework is being developed by creating special by creating special windows under existing rules and regulations of the central Govt.and state Govt. for SEZ

Windows under existing rules and regulations of the central Govt.and state Govt.for SEZ.


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