Private & Confidential

Country Manager
2013.
XYZ Ltd.
Colloid Center, Level-1, 206/A,
Tejgaon Industrial Area
Dhaka-1208

Date:

27 June,

Dear Sir,
Engagement for professional services
We are pleased to provide tax compliance services as aforesaid to XYZ
Ltd.
and are writing to confirm the terms of our engagement.
You enter into this agreement with M/S Syful Shamsul Alam & Co,
Chartered Accountants [SSAC] on behalf of XYZ Ltd.
A) Scope of engagement
1. Corporate tax (2011 & 2012)
1.1 Collection of required documents
1.2 Computation of total income and tax liability
1.3 Calculation of withholding tax under chapter VII section 50-56
1.4 Verification of TDS u/s 58
1.5 Adjustment of withholding tax and TDS and determination of net tax
payable considering final settlement u/s 82C
1.6 Verification of advance tax u/s 64 and 65
1.7 Settlement of outstanding tax liabilities in respect of AIT for 2011 and
2012 to avoid penalties u/s 69 & 70
1.8 Adjustment of advance tax payments u/s 64
1.9 Computation of tax credit u/s 71 to determine net tax liability
1.10
Computation of amount to be paid with return u/s 74
1.11
Preparation of income tax return u/s 75
1.12
Hearing:
a. 1st Assessment:
- DCT Level
- Commissioner level (for approval)

b.

2nd Assessment approval (if we are not satisfied for 1st

assessment on any legal ground)
c. 3rd Assessment
- Appellate Tribunal (if we are not satisfied for 2nd assessment
on any legal
ground)
2.
3.

Retainer Services
Filing and submission of withholding tax returns (Quarterly)
Details review of VAT related transaction for one month

4. Remittances, Transfer pricing & Dividend distribution

4.1 Design policies and procedures in relation to Transfer pricing,
inward/outward remittances, dividend distribution
4.2 Design procedure for declaring & repatriating dividend to the Parent /
Associate Company.
4.3 Designing procedures in accordance with compliance requirements
for infusing/ remitting back paid up Capital/ Unsecured loan to the
promoter/ associates.
5.

Payroll and personal tax

Personal tax planning, assessment for employees who are under tax
burden and collection of tax clearance certificate (Expatriate).

6.
Value added services
6.1 To advise on tax enquiries and other ad-hoc tax advice as required
by the business
6.2 Providing time-to-time updates on recent changes in Income tax
ordinance 1984, Income Tax Rules, VAT Act 1991 and ETC.
B) Description of deliverables
The engagement deliverables are as follows:

Through letter, we will provide our recommendation on review

of income tax return of the company, if any.
Report on issues and recommendation regarding VAT.
We will forward the following documents, whenever required:
o Copy of acknowledgement receipt of income tax return by
the tax office
o Copy of acknowledgement receipt of withholding tax
return by the tax office
o Copy of income tax return
o Copy of forwarding letter to the tax office

o Assessment order as soon as its is collected.

o Tax clearnce as per due date.
We will indicate within our deliverables the sources of information
presented. We will not seek to establish the reliability of those
sources by reference to evidence independent of the companies. We
will, however, satisfy ourselves, so far as possible, that the
information presented is consistent with other information that is
made available to us in the course of our work in accordance with
the terms of this engagement contract.
C) Changes in the law and interpretation of law
Our advice will be provided on the basis of the Income Tax Ordinance
& Rules 1984. And VAT Act 1991. You will appreciate that the tax law
is frequently changed. Unless special arrangements are made, advice
provided will not be updated to take account of subsequent changes
to the tax legislation, case laws and rulings and clarifications given by
the National Board of Revenue.
We are, of course, unable to give any guarantee that our
interpretation of the law will ultimately be sustained in the event it is
challenged.
D) Time table
We will provide the above services to your companies from time to
time on need basis or on the basis of compliance dates given in the
Ordinance.
In order to enable us to perfom the services, you shall supply
promptly all information and assistance and all access to
documentation in your possession, custody or under your control and
to personnel under your control where required by us. You shall use
your best endeavors to procure these supplies where not in your
possession or custody or under your control. You shall inform us of any
information or developments which may come to your notice and
which might have a bearing on the services.
E) Responsibilities of the Company
The specific responsibilities of the companies
services we have agreed to deliver are as follows:

in relation to the

Provide information promptly as and when requested or within an

adequate time frame;
Give SSAC, access to its locations and personnel;
Provide adequate resources, for carrying out the work;
Make representations as required by SSAC;
Warrants that the SSACs use of equipment or other property
belonging to the companies does not infringe on intellectual
property rights of any third party.
F) Description of fee arrangements

1. Fee
Our fees for rendering services mentioned in the scope paragraph
which is as follows:
Scope of Work/ Service
1. Corporate Tax (2011 & 2012)
2. Filing and submission of withholding tax
returns
3. Review of VAT related all transaction for
one
month
4.Remittances, Transfer pricing & Dividend
distribution
5. Payroll and personal tax
6. Value added services

Amount in USD
$ 5,000.00
$ 1,000.00 (per
annum)
$ 1,000.00
$ 50.00 (per hour)
$ 3,000.00
Free of charge

VAT @ 15% will be added to our fees. Our invoices are due and
payable upon receipt.
2.

Out of pocket expenses

Out of pocket expenses, which may inter alia include communication

costs, travelling, etc. if required, shall be recovered at actual and will
be in addition to the fee for professional services.
G) Engagement team
The key contacts for various areas of services of our firm shall be the
following:
Name: Md.Syful Islam, FCA
Engagement Partner

-Designation:

 Name: Md. Salahuddin Chowdhury

Consultant
Name: Imdadul Haque, ITP
Supervisor

-Designation:
-Designation:

Mr. Chowdhury will be the primary contact for all taxation services. We
shall use reasonable endeavour to ensure that individuals identified in
this engagement contract are being involved in the services so
involved. However, we may substitute those identified for others of
equal or similar skills and experience.
H) Limitation of liability provisions
In connection with this engagement, you agree that the liability to the
companies of SSAC, its partners, directors, employees, and agents for
any loss or damage suffered by you arising out of or in connection with
this engagement, however the loss or damage is caused, including our
negligence but not our willful default, shall be limited to the amount of
fee charged for the engagement.
You agree that M/S Syful Shamsul Alam & Co, Chartered Accountants,
will not be responsible or liable if information material to our task is
withheld or concealed from us or wrongly represented to us.
I) Indemnity
You agree to indemnify and hold harmless SSAC, its partners, and
employees from, and against, any and all costs, expenses, losses,
claims, demands, actions, suits, or proceedings paid, incurred, or
suffered or made or initiated against it by any third party arising out of,
or in connection with, this engagement regardless of whether the loss
or damage is caused other than through, fraud or wilful default or
negligence.
J) Confidentiality
We agree that we will treat as such all confidential proprietary
information obtained from you and will not disclose such information to
others, except to those persons engaged in providing services to you,
or use such information except in connection with the performance of
the services agreed to in this letter. This undertaking shall not apply to
any of the information that we are required by law or by the
requirements of any regulators or by specific professional standards to
disclose or that is in or hereafter enters the public domain.

K) Governing law and jurisdiction

This agreement is made under and shall be governed by Bangladesh
laws and all disputes arising from or under this agreement shall be
subject to the exclusive jurisdiction of the Bangladesh courts.
L)

Statement of entire
modifications to contract

agreement

and

provision

for

This letter, together with its appendices, forms the entire agreement
and understanding between us with respect to the subject matter
hereof.. This letter supersedes all previous arrangements and
understandings between the parties with respect to the subject of this
letter, which shall cease to have any further force or effect.Any
variation of the terms of this letter shall be made in writing and will not
be effective unless signed by a partner of SSAC and by a duly
authorized representative of liaison office.
M)Standard Terms and Conditions
Our Standard Terms and Conditions are attached as Annexure to this
letter which forms an integral part of this letter.
N)

Signature of contracting parties

If you are in agreement with the terms of this Engagement Letter (and
all appendices and/or attachments), please sign the enclosed letter
and return one copy to us. We remain available should you need to
further discuss the terms of this letter or if you require further
information or assistance.
Yours truly,

I have read and understood the terms and conditions of this

Engagement Letter (including any appendices and attachments)
and I agree to and accept them.
Signed.
Date.
Name ..
Designation
[Director/Authorized signatory for and on behalf XYZ Ltd.]

Annexure
STANDARD TERMS AND CONDITIONS
1. Introduction
M/S Syful Shamsul Alam & Co, Chartered Accountants (a Member
Firm of UHY) [hereinafter referred to as UHY or firm] have set
out in this document our basic terms and conditions of business
(the Terms), which, together with our Engagement Letter
(together called this Agreement), will apply to all work UHY
undertakes for you with respect of this engagement. If there is any
conflict between these Terms and our Engagement Letter, then the
Engagement Letter shall prevail.
For the purposes of clauses 2-16 UHY includes its partners,
employees and "client" includes XYZ Ltd. and its employees.
2. Services
It is understood and agreed that services of firm may include
advice and recommendations; but all decisions in connection with
the implementation of such advice and recommendations shall be
the responsibility of, and made by, Client. In the event of a claim
by a third party relating to services under the Proposal or
Engagement Letter to which these Standard Terms and Conditions
are attached, Client will indemnify firm and its personnel from all
such claims, liabilities, cost and expenses, except to the extent
determined to have resulted from the intentional or deliberate
misconduct of firm personnel.
3. Payment of invoices
Without limiting its rights or remedies, firm shall have the right to
halt or terminate entirely its services until payment is received on
past due invoices.
4. Term
This engagement may be terminated by either party at any time
by giving written notice to the other party not less than 30
calendar days before the effective date of termination.

5. Ownership
5.1. Firm Technology: Firm has created, acquired or otherwise has
rights in, and may, in connection with the performance of services
hereunder, employ, provide, modify, create, acquire or otherwise
obtain rights in, various concepts, ideas, methods, methodologies,
procedures, processes, know-how, and techniques; models
(including, without limitation, function, process, system and data
models); templates; the generalized features of the structure,
sequence and organisation of software, user interfaces and screen
designs; general purpose consulting and software tools, utilities
and routines; and logic, coherence and methods of operation of
systems (collectively, the firm Technology).
5.2. Ownership of Deliverables: Except as provided below, upon full
and final payment to firm hereunder, the tangible items specified
as deliverables or work product in the engagement letter or
proposal to which these terms are attached (the Deliverables)
will become the property of Client. To the extent that any firm
Technology is contained in any of the Deliverables, firm hereby
grants Client, upon full and final payment to firm hereunder, a
royalty-free paid-up, worldwide, non-exclusive license to use such
firm Technology in connection with the Deliverables.
5.3. Ownership of firm Property: To the extent that firm utilizes any
of its property (including, without limitation, the firm Technology or
any hardware or software of firm) in connection with the
performance of services hereunder, such property shall remain the
property of firm and, except for the license expressly granted in
the preceding paragraph, Client shall acquire no right or interest in
such property. Nothing in this Agreement shall be construed as
precluding or limiting in any way the right of firm to provide
consulting or other services of any kind or nature whatsoever to
any person or entity as firm in its sole discretion deems
ppropriate. In addition, and notwithstanding anything in this
Agreement to the contrary, the parties acknowledge and agree
that (a) firm will own all rights, title, and interest, including,
without limitation, all rights under all copyright, patent and other
intellectual property laws, in and to the firm Technology and (b)
firm may employ, modify, disclose, and otherwise exploit the firm

Technology (including, without limitation, providing services or

creating programming or materials for its other clients).

6. Limitation on warranties
This is a services engagement. Firm warranties that it will perform
services hereunder in good faith. Firm disclaims all other
warranties, either express or implied, including, without limitation,
warranties of merchantability and fitness for a particular purpose.
7. Limitation on damages
Client agrees that firm, its partners, principals, and employees
shall not be liable to Client for any actions, damages, claims,
liabilities, costs expenses, or losses in any way arising out of or
relating to the services performed hereunder for an aggregate
amount in excess of the fees paid by Client to firm under this
engagement. In no event shall firm, its partners, principals, or
employees be liable for consequential, special, indirect, incidental,
punitive or exemplary damages, costs, expenses, or losses
(including, without limitation, lost profits and opportunity costs). In
furtherance and not in limitation of the foregoing, firm will not be
liable in respect of any decisions made by Client or its parent or
associated liaison office as a result of the performance by firm of
its services hereunder. The provisions of this Paragraph shall apply
regardless of the form of action, damage, claim, liability, cost,
expense, or loss, whether in contract, statute, tort (including,
without limitation, negligence), or otherwise.

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8. Electronic mail
If you ask us to transmit any document to you electronically, you
agree to release us from any claim you may have as a result of any
unauthorised copying, recording, reading or interference with that
document after transmission, for any delay or non-delivery of any
document and for any damage caused to your system or any files
by the transmission (including by any computer virus).
You may only rely on electronically transmitted advice or opinion if
it is subsequently confirmed by fax or letter signed by a partner or
authorised signatory of UHY.
9. Cooperation
Client shall cooperate with firm in the performance by firm of its
services hereunder, including, without limitation, providing firm
with reasonable facilities and timely access to data, information
and personnel of Client. Client shall be responsible for the
performance of its employees and agents and for the accuracy and
completeness of all data and information provided to firm for
purposes of the performance by firm of its services.
10. Problem resolution
If at any time you would like to discuss with us how the Services
can be improved or if you have a complaint about them, you are
invited to telephone the partner or director, as the case may be,
identified in the Engagement Letter. We will investigate any
complaint promptly and do what we can to resolve the difficulties.
In the event of a dispute, or where fees remain unpaid beyond the
due date, we reserve the right to suspend provision of the Services
until such time as the dispute is resolved or the fees are paid.
Suspension of the Services will not affect your obligation to pay us
for Services rendered to the date of suspension.
11. Force Majeure
Neither Client nor firm shall be liable for any delays resulting from
circumstances or causes beyond its reasonable control, including,
without limitation, fire or other casualty, act of God, strike or

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labour dispute, war or other violence, or any law, order or

requirement of any governmental agency or authority.
12. Limitation on actions
No action, regardless of form, arising under or relating to this
engagement, may be brought by either party more than one year
after the cause of action has accrued, except that an action for
non-payment may be brought by a party not later than one year
following the date of the last payment due to such party
hereunder.
13. Confidentiality
Client and firm acknowledge and agree that all information
communicated to either Client or firm by the other party in
connection with the performance by a party under this Agreement
shall be received in confidence, shall be used only for purposes of
this Agreement, and no such confidential information shall be
disclosed by the respective parties or their agents or personnel
without the prior written consent of the other party. Except to the
extent otherwise required by applicable law or professional
standards, the parties obligations under this section do not apply
to information that: (a) is or becomes generally available to the
public other than as a result of disclosure by Client or firm, (b) was
known to either Client or firm or had been previously possessed by
Client or firm without restriction against disclosure at the time of
receipt thereof by Client or firm, (c) was independently developed
by Client or firm without violation of this Agreement or (d) Client
and firm agree from time to time to disclose. Each party shall be
deemed to have met its nondisclosure obligations under this
Paragraph as long as it exercises the same level of care to protect
the others information as it exercises to protect its own
confidential information, except to the extent that applicable law
or professional standards impose a higher requirement. Firm may
retain, subject to the terms of this Paragraph, copies of Clients
confidential information required for compliance with applicable
professional standards or internal policies. If either party receives a
subpoena or other validly issued administrative or judicial demand
requiring it to disclose the other partys confidential information,
such party shall provide prompt written notice to the other party of
such demand in order to permit such party to seek a protective
order. So long as the notifying party gives notice as provided

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herein, the notifying party shall thereafter be entitled to comply

with such demand to the extent permitted by law, subject to any
protective order or the like that may have been entered in the
matter.
14. Survival
The provisions of paragraphs (1), (3), (5), (6), (7), (12), (13), (15)
and (16) of these Standard Terms and Conditions shall survive the
expiration
or
termination
of
the
engagement.
15. Assignment
Except as provided below, neither party may assign, transfer or
delegate any of the rights or obligations hereunder without the
prior written consent of the other party. Firm may assign its rights
and obligations hereunder to any affiliate that is a successor in
interest to all or substantially all of the assets or business of firm
practice, without the consent of Client.
16. Severability
In the event that any term or provision of this Agreement shall be
held to be invalid, void or unenforceable, then the remainder of
this Agreement shall not be affected, impaired or invalidated, and
each such term and provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by law.

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