India — Pvt Ltd Startups

CA Services for Indian Startups — Angel Tax, ESOP, DPIIT & FEMA

ICAI-registered CA firm providing specialist compliance for Pvt Ltd startups — angel tax valuation under Rule 11UA, DPIIT recognition, ESOP design, FEMA filings, ROC compliance, and Virtual CFO services.

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Sharma Jyoti and Co is an ICAI-registered CA firm providing compliance services to Indian Pvt Ltd startups — angel tax valuation under Rule 11UA, DPIIT recognition and Section 80-IAC tax exemption, ESOP design and FMV valuation, FEMA and FC-GPR filings, ROC annual compliance, and Virtual CFO services for investor-ready reporting. We work exclusively with Pvt Ltd companies, not individual filings.

Most startup founders already have a CA who handles basic GST and ITR. But the moment your startup raises its first angel round, hires its tenth employee, or receives a foreign investment — the compliance requirements become specialist work that a generalist CA has rarely done before.

Angel tax valuation requires a DCF report signed by a CA under Rule 11UA. FEMA FC-GPR filing must reach the RBI within 30 days of share allotment. ESOP design requires a board resolution, pool sizing, FMV determination, and Form PAS-3. These are not routine filings — they require a CA who has done them before.

What We Handle for Indian Pvt Ltd Startups

Six specialist services covering every major compliance requirement from incorporation through to Series A and beyond.

1

Angel Tax Valuation — Rule 11UA

Every startup raising money from a resident Indian angel investor needs a CA-certified DCF valuation report before shares are allotted. Without it, the Income Tax Department can treat the excess over FMV as income — taxed at 30%. We prepare the complete Rule 11UA valuation report, document the assumptions, and give you a defensible position if the Assessment Officer ever questions the deal.

  • →DCF valuation report signed by CA
  • →Rule 11UA and Rule 11UAA compliance
  • →Angel tax notice response support
  • →DPIIT exemption assessment

Fee: Rs 40,000 – Rs 1,50,000 depending on round size and complexity

2

DPIIT Recognition & Section 80-IAC

DPIIT recognition under the Startup India programme gives your company three concrete benefits — a three-year income tax holiday under Section 80-IAC, exemption from angel tax for qualifying investments, and relaxed loss carry-forward rules. Most founders do not apply because the process looks complicated. We handle the complete application, documentation, and DIPP communication on your behalf.

  • →DPIIT certificate application
  • →Section 80-IAC exemption filing
  • →Angel tax exemption structuring
  • →Eligibility assessment before filing

Fee: Rs 15,000 – Rs 25,000

3

ESOP Design & Compliance

Employee Stock Options in an Indian Pvt Ltd are governed by Section 62(1)(b) of the Companies Act 2013. Designing an ESOP scheme requires pool sizing, vesting schedule drafting, FMV determination at grant date (required by the Income Tax Act for perquisite calculation), board and shareholder resolutions, and Form PAS-3 filing after exercise. We design the full scheme and handle every filing.

  • →ESOP pool design and scheme documentation
  • →FMV valuation at grant date
  • →Board and shareholder resolutions
  • →Form PAS-3 ROC filing on exercise

Fee: Rs 30,000 – Rs 80,000

4

FEMA Compliance & FC-GPR Filing

Any Indian Pvt Ltd company receiving foreign investment — from an NRI, a US angel, or a foreign VC — must file Form FC-GPR with the Reserve Bank of India within 30 days of share allotment. Additionally, the FLA Annual Return must be filed by 15 July every year. Missing these deadlines attracts compounding penalties. We manage the complete FEMA compliance process from documentation to RBI submission.

  • →Form FC-GPR filing within 30-day deadline
  • →FLA Annual Return (RBI)
  • →NRI / ESOP FEMA reporting
  • →Compounding application if deadline missed

Fee: Rs 20,000 – Rs 40,000 per filing

5

ROC Annual Compliance

Every Pvt Ltd company must file AOC-4 (financial statements) and MGT-7 (annual return) with the MCA each year, hold a minimum of four Board Meetings with maintained minutes, and file Director KYC annually. Late filing attracts additional fees of Rs 100 per day per form — which compounds quickly. We manage the full annual compliance calendar so no deadline is missed.

  • →AOC-4 and MGT-7 annual filings
  • →Board meeting minutes and resolutions
  • →Director KYC (DIR-3) annually
  • →Compliance calendar and deadline alerts

Fee: Rs 25,000 – Rs 40,000 per year

6

Virtual CFO for Startups

Once your startup has investor reporting requirements, a monthly MIS report is not optional — it is expected. We provide Virtual CFO services to startups that need investor-ready financial reporting, cash flow forecasting, and board deck financials without the cost of a full-time CFO. Includes monthly MIS, budget vs actuals, and runway analysis.

  • →Monthly MIS report for investors
  • →Cash flow forecasting and runway analysis
  • →Budget vs actuals tracking
  • →Board deck financial support

Fee: Rs 20,000 – Rs 50,000 per month

Why Startups Need a Specialist CA — Not a Generalist

Situation Generalist CA Sharma Jyoti and Co
Angel investor is coming in "I'll look into it" Rule 11UA DCF report ready before allotment
Foreign investor (NRI or overseas) "I don't handle FEMA" FC-GPR filed within 30-day RBI deadline
Want to give ESOPs to team Generic scheme, wrong FMV method Full scheme + FMV + PAS-3, Companies Act compliant
Missed ROC filing deadline Files late, penalty accumulates Compliance calendar prevents it from happening
VC asking for MIS report Not in scope Investor-ready MIS delivered monthly

Which Service Do You Need at Each Stage?

1
Day 0

Incorporation

Pvt Ltd registration on MCA + DPIIT recognition application + first Board Meeting minutes.

2
Pre-Seed / Seed

Angel Round

Rule 11UA valuation report before allotment + 80-IAC tax exemption filing + ROC annual compliance.

3
Growing Team

ESOP Pool

ESOP scheme design, FMV valuation, board resolutions, and Form PAS-3 after exercise.

4
Foreign Capital

FEMA / FC-GPR

FC-GPR within 30 days of allotment + FLA Annual Return + NRI ESOP FEMA reporting.

5
Series A Ready

Virtual CFO

Monthly MIS, cash flow forecasting, runway analysis, and board deck financials for investor reporting.

About Sharma Jyoti and Co

Sharma Jyoti and Co is an ICAI-registered Chartered Accountant firm. We provide specialist CA services to Indian Pvt Ltd startups and outsourced bookkeeping and accounting services to businesses in Australia, the US, the UK, and Canada.

Our India practice focuses exclusively on Pvt Ltd company work — startup compliance, valuation, ESOP, and FEMA. We do not handle individual ITR filings or personal tax. This focus means every client gets a CA who has done their specific filing type before, not someone learning on the job.

Founder: Sharma Jyoti, CA (ICAI) — ICAI-registered Chartered Accountant with experience across startup compliance, international accounting, and CFO-level advisory.

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Frequently Asked Questions

Angel tax under Section 56(2)(viib) applies when a Pvt Ltd company receives investment from a resident Indian investor at a price above the company's fair market value. The Income Tax Department treats the excess as income and taxes it at 30%. A CA-certified DCF valuation report under Rule 11UA must be prepared before shares are allotted. Without it, your startup is exposed to a tax demand on the entire excess amount.
Three concrete benefits: a three-year income tax exemption under Section 80-IAC, exemption from angel tax for investments up to the notified limit, and the ability to carry forward losses without the shareholding continuity test. The application is made online through the Startup India portal and requires your company to be incorporated as a Pvt Ltd within the last 10 years with annual turnover below Rs 100 crore.
A CA is required at three points — when designing the ESOP scheme (pool sizing, vesting, exercise price under Section 62(1)(b)); when valuing shares for FMV determination at grant date; and when filing Form PAS-3 with the ROC after ESOPs are exercised. Most startups first need this when they reach 10 or more employees or before a Series A.
Form FC-GPR must be filed with the RBI within 30 days of allotting shares to the foreign investor. The FLA Annual Return must be filed by 15 July every year as long as the company has foreign investment on its books. If NRI employees hold ESOPs, separate FEMA reporting applies. Missing deadlines attracts compounding penalties from the RBI.
Our annual ROC compliance package — covering AOC-4, MGT-7, Board Meeting minutes, and Director KYC — is priced at Rs 25,000 to Rs 40,000 per year depending on company size and transaction volume. We also maintain a compliance calendar and send you deadline alerts so no filing is ever missed.

Book a Free 30-Minute Discovery Call

Tell us where your startup is — incorporation, fundraising, ESOP, or FEMA — and we will tell you exactly what needs to be done, in what order, and at what cost. No obligation.

Book a Free Discovery Call