1. Announcements
2. You Ask, We Answer
3. Parallel Universes
4. Calsavers
5. Events
6. Prabha’s Office Location

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Dear Clients,

We know it’s late in the year to be talking as if it begun, but we have had the kind of steady, fast-paced, high-frequency rhythm that sounds like a hum. A lot has been going on.

In keeping with all the fresh changed we’ve wanted to incorporate post Covid, we’ve changed our existing offices and opened two more.

Our Chennai office is in the same building, but we renovated another floor and we have entirely moved in there.

Our new address is:

• 1st Floor, Meridian House
• 121/3 Manickam Avenue,
• Off TTK Road,
• Alwarpet
• Chennai 600018

Our Los Angeles office has also moved (a big change from the previous space that we used as a long-lasting Covid stop gap, that also doubled as the living space for our CEO when she traveled to the US)! We’ve enjoyed decorating the space to make it feel like ours.
Our new office is located at

• Ventura Pranas/ Nadadur Vardhan Inc.
• 2116 Wilshire Boulevard,
• Suite #241, Santa Monica,
• CA 90403, USA

Our Bangalore office reopens!
We have also reopened our office on MG Road and we encourage you to meet with our team there in person, because it will facilitate a smoother process for your case and it would really be nice for our team to meet you, and possibly learn more about your financial situation. To meet with your contact at Ventura Pranas for a consultation, just send us an email us at ea@venturapranas.com and we will schedule it. Mention what topics you’d like to cover so we can be prepared for the meeting.

Our Bangalore office address is:

• Ventura Pranas
• Regus – Bangalore CBD
• Level 9, Raheja Towers
• MG Road, Bangalore 560001

Our (new) Singapore office
We are now officially in Singapore and are able to assist our clients with their Singapore needs. We have a CPA there who can meet with clients on prior notice, and our office is located at:

• Ventura Pranas
• 8 Eu Tong Sen Street
• #14-94 The Central
• Singapore, 059818

Tax-season-pertinent announcements:
Here are some deadlines you should be aware of.

• 1. India tax deadline this year ended on July 31st with no extensions.
• 2. It is almost time now for the September 15th Indian and US estimates, so please do send us your information as soon as possible. We typically use last year’s data as a reference point, but if your situation has changed, please keep us posted.
• 3. Corporate quarterly tax estimated payments for 2022 are also due on September 15th.
• 4. The 2021 extended corporate deadline is September 15th. We will continue processing returns until then, so if you haven’t already, please send us these:
•       a. State allocations
•       b. Apportionments
•       c. FATCA filings
•       d. Disclosures
• 5. There was a business survey that the US government does on any companies that have interests in another country or companies that are holding subsidiaries in other countries. We did some research and found out that you only need to submit the form for this (Form BE 605) once in three years. The last time they asked for information as 2019, so you still have a while before you need to send it in. To qualify for Form BE 605, your company must be:
•       a) A directly-owned U.S. affiliate for which total assets; annual sales or gross operating revenues, excluding sales taxes; or annual net income after provision for U.S. income taxes was greater than $60 million at any time during the affiliate’s fiscal reporting year
•       b) Each indirectly-owned U.S. affiliate that met the $60 million threshold and had an intercompany debt balance with the affiliated foreign group.

Below are the list of due dates for various taxes for you to keep in mind.

Also, for Corporations incorporated in California, make sure to pay the minimum of $800 towards California State Tax

If you still have questions on how much should you pay in estimated taxes, do get in touch with us and we will be happy to assist you. Email us at ea@venturapranas.com and give us a brief background on what you wish to speak about during the appointment.

Announcement to clients who get department notice emails:

We’d like to think we’re always on the ball, but we’re a service firm and highly client oriented so sometimes emails that are urgent get overlooked because we are getting work done amidst responding to emails. There are some matters, however, that are urgent, and acting on or responding to Notices from a government department is one of them. We’d hate for these to go unattended simply because we missed looking at them in time. Going forward if you receive a Notice, please do send a copy to notice@venturapranas.com We are trying to make this systematic and a part of our process, so receiving it at this email allows our top management to keep an eye on these Notices while your manager attends to it.

Taxes on the sale of interest in a closely held company in India have changed (financial year 2021/22 versus 2022/23). The change in surcharge rates on income tax is applicable in respect of the long term capital gains from sale of unlisted and listed shares of an Indian company.

Here are some questions on that topic along with others from our clients.

Q: Carried interest by GPs in a Ventura Fund is usually taxed at Long term capital gains rates. If I am a GP, a US citizen but who is resident in India, I find that the rate of tax in India with the 37% surcharge results in a 28.5% tax vs the US which is 23.92% tax. Is there any way around this punitive 5% when all the gains are accruing out of a fund and K1 in the US?

A: Unfortunately until the FY ended March 31, 2022 there was nothing much you could do about this. It is in itself a relief that Indian will allow you to tax carry at long term rates. Outside of having made transfers to a foreign trust or smart estate planning, if you got all this income in your hands you would have to fork this extra 5%.

But there is good news. Effective April 1, 2022, the surcharge on capital gains transactions has been limited to 15%. This limits the capital gains tax in India to 23.92% in India vs the 23.8% in the USA (i.e. this disparity has shrunk).

Q: If am setting up a brand new fund in India and I am a US person residing in India, are there any tips you can offer me on how to structure my carry?

A: If you have earnings abroad from your NRI days, you should consider investing those funds by way of FDI in the Indian fund in Forex allowing you therefore to expatriate this investment. Further if there is a chance that you might be either living in India or abroad and want not to be constrained by the annual $250K limit on how much you can take out each year as an Indian resident or the $1MM applicable to NRIs, then consider making this ownership through an LLC in the USA. This will make it an institutional investor and allow for larger tranches of funds to be taken out, if your carry materializes into a good gain

Q: If I am establishing my carry in a fund, should I own it myself or through my living trust in the US?

A: consider doing it in the living trust. The interest will be probate-protected.

Q: How can I do some effective estate planning for my carry?

A: If you have children who are US citizens and in the US, consider setting up an irrevocable trust in a non-taxable state in the US, and transfer some of the carry to the trust when the valuations are low. This will ensure:

• a. When the proceeds come through that it is taxed in the US alone not in India
• b. It will ensure you pay federal and not state tax
• c. It will be paid in the hands of the trust and not your hands, so you need not worry about Indian tax on this gain

Q: I have $500k in stocks in my cousin’s trading account. My cousin is an Indian citizen and resident. I am a US citizen and resident, and I need the funds transferring to me. What’s the best way to do this?

A: You could open an NRI stock account with an Indian bank and your cousin, as a family member, can transfer the shares as a “gift” to this new account. Once this is done, you are free to sell the shares which were gifted to you (this will be in Indian currency) and then transfer the money from the proceeds to your US bank account.

Q: If I’m a US citizen and resident with an Indian bank account, and I sell shares that are in this bank account, will I have to pay capital gains tax to the Indian government upon the sale?

A: Yes, this is correct. The US uses historic cost as a measure of what capital gains tax to pay, and India uses FMV (Fair Market Value) on January 31, 2018. These might yield very different gains for US (possibly much higher) than in India. In addition, you could have a state tax depending on which State in the US you reside.

Q: What would be the tax implications related to the IRS in the US if I, as a US citizen and resident, sell shares in an Indian bank account and then transfer the proceeds to my US bank account?

A: In addition to capital gains tax, which you will be exposed to in India (based on FMV) and the US (based on historic cost), the US also imposes NIIT in addition at 3.8% not creditable. If the shares in your Indian bank account have been gifted to you by a family member, it might be better for them to sell the shares on your behalf and make the gift transfer to you after the shares are sold (i.e. transfer the proceeds from the sale). By doing this, you will be exposed only to India taxation. The only thing to bear in mind, due to FEMA regulations, is that your family member can only transfer $250k of sale proceeds (or the equivalent in INR) each financial year. If you sell the shares from your India account, you can take out up to $1million, but then you will be exposed to US tax. It’s a trade-off between lower taxes with lower thresholds for transfers versus higher taxes but higher expatriation limits, and you would have to do a calculation to see which option suits you.

Q: How is the buyback of Indian company shares taxed in India vs the US for a US citizen /resident?

A: In India buyback of shares are taxed at the company, not in the hands of the individual shareholder. The buyback is taxed at 23.296% on the net distribution to the shareholder. There is no tax pay out for the individual shareholder.

In the US, buy back is treated as regular sale /transfer of shares and taxed as capital gains. Based on the period of holding, it will be determined whether the gain is long term or short term.

Q: What is the surcharge applicable on the capital gains and dividend for FY 2021-22 & 2022-23?

A: With the recent amendment, surcharge is capped at 15% for the capital gains from the sale of shares on which STT taxes are paid and dividend from the shares where STT is applicable. All other income including capital gains & dividends attract surcharge as high as 37% for FY 2021-22.

For FY 2022-23, the surcharge is capped at 15% on all capital gains & dividend.

Q: An Indian citizen, resident and employee received stock option which is listed in US stock market. If the employee passes away, how would his /her legal heirs who are also Indian citizens and residents, get their assets from their parent’s stock options?

A: When an Indian citizen/resident passes away, leaving some assets in USA worth more than $60,000, the legal heir could file form 706NA to IRS and get the “Transfer Certificate” from IRS. Submit the share certificate to the financial institution and get the US assets transferred to Indian legal heir’s name.

The timeline to file form 706NA is 9 months from the date of death.

Q: I am a “Person of Indian Origin” and US Citizen. For FY 2021-22, I was in India for 179 days. I was a resident of India for the past 5 years all 365 days. What would be my residential status in India for FY 2021-22. My income from Indian source is Rs. 17 lakhs. Would my residential status be any different if my Indian source income is Rs. 14 lakhs?

A: You are a person of Indian origin who lived in India for less than 182 days. So, you are not Resident, by technical definition. However, as your income is more than Rs.15 lakhs and your Days in India is more than 120 days, you will be considered as Resident but Not Ordinary Resident (RNOR).

If your income is less than Rs. 15 lakhs, you will be considered as Non-Resident. Or if your income is more than Rs. 15 lakhs but number of days in India is less than 120 days, you will be considered as Non-Resident.

Stories and scenarios you can relate to, for families in the US and in India, to help you understand the complexity (and humour) involved in financial planning. Please note that the following is simply a case study. Any references to names and situations are entirely coincidental.

This issue’s parallel universes story is centered around Carried Interest (The capital gains from funds), and we look at how taxes are dramatically different for a Venture Capitalist sitting in India vs one who sits in the US.

First, let’s understand a thing or two about funds and carried interest. Generally, VCs get funding from other sources and they get compensated based on what return the fund makes. This return is called carried interest. And typically, rather than being paid as ordinary compensation, the fund managers will own another stock (class B stock) while the investors own class A stock. So in an example where the fund makes 300% and the VC is entitled to 20%, they’ll peg it as if it’s a payout of class B shares. This is their carried interest and it is their capital gains. From a taxation standpoint, Carried Interest is considered long term capital gains as long as the 3 year holding period is met.

Now let’s look at Chandrima: a US resident from Boston, a VC fund operator, basketball enthusiast, and mother of one. Chandrima is about to start a fund in India and she will own Carry in the Indian fund.

As a US citizen and resident with a fund in India, paying worldwide taxes is inevitable, but we can still mitigate the burden and make it easier for her to take her capital gains outside India. If she passes the holding period of 3 years, the gains are considered long term and for US tax purposes, she will be taxed at 23.8%.

Chandrima consulted with us before she started the fund, and here’s what we advised her:

First thing she has to remember is that she needs to bring her funds from the US to buy her class B shares. She shouldn’t transfer money from her NRO account from India because the moment she does that, the transferred money becomes non-repatriable. For example, if she puts in Rs 1 lac of her own money and that becomes 30 Million, then that money will be stuck in India (FEMA rules make it hard to get the money out all in one go, and Chandrima would be entitled to take out only 1 Million every year). Addressing FEMA, it’s best to bring funds from outside India to invest in the fund.

Secondly, if she makes this investment, it’s better than she doesn’t do it in her own hands but rather through an LLC that she sets up in the US. This is so that the LLC owns the carried interest rather than Chandrima, the advantage being that the LLC can access the gains, but Chandrima as an individual and as an NRI, would not be able to take out the money out of India (FEMA, again) except at the $1MM per year. In the form of an LLC, the investment is considered an institutional investor so different rules apply and there are no limits to how much can be taken out of the country.

The actual taxation from the gains: it’s considered an Indian gain so there’s no escaping the India tax of 28.5% (versus the 23.8% in the US), but the good thing is that any tax paid in India can be declared in the US for credit. These credits will come through in the form of a K1 form which she can show in her personal tax returns in the US. In the US, Chandrima’s tax rate would have been only 20% (had the fund been in the US) and so she will pay in India (28.5%) is a lot higher but her US taxes get offset by the credits in India. Over and above this, she will have to pay 3.8% in the US. Note that this ratew of 28.5% has now dropped to 23.92% following the rules laid out in the Finance Act 2022 effective all transactions after April 1, 2022

Chandrima may also have a state tax burden in the US so she should really consider where she wants to set up the LLC. She’s from Boston (state of Massachusetts), so her total worldwide taxes could easily be north of 30%.

Chandrima talked about started a local basketball league for under-privileged children, so we advised her that if she is inclined towards doing some charity work, then creating a charity could also serve as a vehicle to transfer money or save on taxes.

The last thing Chandrima can do to reduce tax exposure, if she has relatives in India she trusts, is that she can create a trust where her relatives are holding the interest on her behalf rather than her holding the carry. In this case, the tax gets confined to India. These can later be gifted to Chandrima.

Contrast Chandrima’s situation with Geeta’s. Geeta is also going to start a fund, but hers will be in the US and Geeta is from Bangalore. Geeta is a seasoned VC in India, but this will be her first fund in the US.

Geeta will also paying taxes on worldwide income because she’s a resident of India and her fund will be in the US.

Carried Interest (which are capital gains) in India up until March 31st 2022 was taxed at 28.5%. After April 1st 2022, one is eligible for a tax at 23.92% tax.

So Geeta, as compared to Chandrima, pays 5% extra in tax because she lives in India (despite the fact that the fund she owns is in the US). The way this could have been structured is that when the carry itself was invested in the US, Geeta could have made sure that the carry was funded out of funds in the US (to avoid the gains coming back to India under FEMA rules). If Geeta were to send funds from India towards this US fund, and the gain happens (i.e. the fund does exceedingly well) and it’s worth many millions, she would be forced to bring that currency back into India. Ideally, most people want the ability to keep that currency anywhere in the world, so for this reason Geeta should think about where the funds for her US-based fund come from. Geeta has two children who are in their early twenties, and it’s likely that they might end up living abroad.

To reduce her tax burden on carried interest, she can create a charitable trust, before or right when she starts her fund (when the value is low), to give any portion of her carry towards this trust. Or, she can create an irrevocable trust with her kids as the beneficiaries. More often than not, many VCs from the US with funds in India have children who will want to go to the US at some point and so having the children as beneficiaries is a good option. One can even choose a distribution of carry between a charitable trust and an irrevocable trust. For example, instead of owning all 100 shares of class B stock, Geeta could choose to own 50 and give 25 to the charitable trust and 25 invested in an irrevocable trust. If she does do this, and her fund does really well, then both the charitable trust as well as the irrevocable trust will be exempt from any kind of India tax exposure. Only the gains of Geeta’s 50 shares will be exposed to India taxes.

CalSavers was created by legislation passed in 2016 requiring California employers that do not sponsor a retirement plan to participate in CalSavers – an automatic enrolment individual retirement account (IRA) with no employer fees or fiduciary liability.

Essentially, until recently companies did not have to offer their employees any kind of retirement plan. Now, however, employers of California (with more than five employees) must give all employees above the age of 18 an option to contribute to their own retirement. The way you do it as an employer is by registering with the State of California providing them with all the information. You will receive a link that makes it viable for these employees to register. Any kind of gain that the employees receive from this investment that is a deduction from their paycheck is completely tax-shielded (like a Roth Ira).

Operating at no taxpayer expense, CalSavers is professionally managed by private sector financial firms with oversight from a public board chaired by the State Treasurer. Eligible employers can register for CalSavers at any time and will be required to comply by the deadlines listed below.

     1. Eligible employers with more than 100 employees – September 20, 2020
     2. Eligible employers with more than 50 employees – June 30, 2021
     3. Eligible employers with 5 or more employees – June 30, 2022

The mission behind CalSavers is that all Californians should have a path to financial security in their retirement age through a simple, portable, low-cost way for workers to invest in their futures. Bearing this in mind, remember that the following employees are eligible for CalSavers:

• Anyone 18 years of age or older
• Have Employee status under Unemployment Insurance Code Section 621
• Receive a Form W-2, Wage and Tax Statement with California wages from an eligible employer
• Are a sole proprietor or partner in a partnership that is an eligible employer

Individuals may also participate in CalSavers independent of their employer, in which case they need to:

• Meet the age requirement of 18 years of age
• Have a source of income and a bank account
• Provide all personal information required to administer the program
• Make an initial contribution as low as $10 (recurring contribution options available)

What Type of Retirement Plans are available?

• Roth Individual Retirement Account – This means that employees contribute to the program via payroll deductions on a post-tax basis, but when retired they may remove all the money tax free

What Investment options are available

Employees can contribute to the CalSavers Money Market for 30 days following their enrollment, after which, they have two options. They can either let their initial savings and all future investments automatically transition to a Target Retirement Fund based on their age. Or they may customize their investments and choose from one of the following:

• Sustainable Balanced Fund
• Core Bound Fund
• Global Equity Fund
• Money Market Fund

Employees who work for eligible employers are automatically enrolled into CalSavers at a default contribution rate of 5%, which increases 1% each year to a maximum of 8%. An Employee can change their contribution level at any time and or may out of the program at any time

If you have a business entity in California, you absolutely must know everything there is to know about CalSavers. It’s not complicated, but there are penalties for non-compliance.

California will serve failure to comply notices to any eligible employer who doesn’t join CalSavers by the appointed deadline

• After 90 days from receiving the letter if the employer does not comply the state will fine $250 per employee
• After 180 days, penalty increases to $500 per employee
• For a total of $750 per employee

As an employer, the following are your responsibilities under CalSavers

• Register and add all participant data for eligible employees
• Provide program information to all current and new employees (optional)
• Manually enroll participants and make annual auto increase deferral adjustments
• Submit and track payroll contributions
• Track and honor opt out requests

Are there any restriction for employers?

Employer may not match employee investments or make non-elective contributions. The state also prohibits them from:

• Providing advice to employees about investment options
• Managing employee investments or account information on their behalf
• Persuading employees to opt out of CalSavers
• Deducting contributions from nonparticipating employees

What are the pros and cons of CalSavers for employers?

• Pros
  • Easy and Convenient for Employers

• Cons
  • Not many investments options
  • There is a maximum amount an employee can contribute
  • May be charged between 0.825 to 0.95% in investment fees and state and administrative fees

Music Circle Concert

Music Circle is a Los Angeles based non-profit that promotes a lot of Indian artists who come to the US and perform there. They have a big concert on September 17th, presenting ATMA, a musical group with Carnatic and jazz musicians. We thought our clients in Los Angeles might enjoy this event. Here are more details: https://www.atmaensemble.com

And if you’d like to contribute to Music Circle (and support the arts), here is their fund raiser: https://www.indiegogo.com/projects/bring-300-students-to-a-world-music-concert#/

Mehta Jewellery comes to our office!

We know how challenging (as well as exciting) it can be to expand your business from India to the US. The owners of Mehta Jewellery, a highly reputed jewellery line in India, are clients and friends of ours who are making a road trip to the US to have a few pop-up exhibitions. Well, we wanted to be in on the excitement and help with the challenge, so we are hosting them at our Santa Monica office!

If you want an appointment with them, do RSVP (details below). At this stage of our business, we would really like to help our clients through our network, and we’ve always moved by entrepreneurial efforts across continents.

Mehta Jewellery will be showcasing (and selling) their exquisite diamond and gold jewellery at our office on Saturday, 1st October 2022, from 11 am – 7pm

Details:

• Location:  2116 Wilshire Blvd Suite 241, Santa Monica 90403
• Date:   October 1, 2022 (Saturday)
• Time:   11AM - 7PM
• RSVP:  Abhay Mehta +91 98842 66649 (send your name and preferred time to ensure you get privacy and service. Eg. “Geeta Patil, 11 am”).

Our director, Prabha Srinivasan will be in the US this fall, from September 9th to October 18th 2022. Other times Prabha and team will be available for meetings in Chennai, Bangalore or any other place with some advance notice.

To book an appointment, send in an email to ea@venturapranas.com , along with details of what you would like to discuss and your time zone. Alternatively, email Prabha directly at psrinivasan@venturapranas.com