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Deal or no deal: Venture capital and its prospects in India

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The venture capital in India has come of age in the last decade. India has emerged as the third-largest startup ecosystem—both in terms of volume of transactions and number of investments—with 114 unicorns. While the last two years have been very tough for startups, the overall investment climate in India has remained vibrant and promising despite a chilling funding winter.

The funding winter has had a profound impact on the way the deals are being closed in India. It changed everything in the life cycle of a transaction, be it the deal flow, deal structures, complexity, and timelines.

In the aftermath of the crash in valuations, investors have become very cautious, which has impacted each stage of a VC transaction—from valuations to diligence, management rights for supervision of the business, and post-closing oversight of operations. All these factors led to the transactions becoming more complex and closure more time-consuming.

 

With the drop in valuations, there was a huge gap in the expectations of the founders regarding valuation and the VC’s assessments of the valuations of the startups.

A deal cannot be made unless the gap in valuations is bridged. Accordingly, the parties started to negotiate complex methods to determine the valuations and such methods will sometimes mean that the transaction will be closed without fixing the exact valuation and will depend on conditions to be fulfilled in the future. Investors used innovative methods to fix valuations with a significant focus on actual performance and achievement of projected revenues or earnings. Sometimes, the valuations are not only linked to earnings but also to the diversification of markets or customers or the development/registration of intellectual property rights to secure future growth.

It is not easy in India to fill the valuation gaps just by issuing convertible instruments to investors and may involve the issuance of additional ESOPs/MSOPs to founders with complex vesting schedules and conditions. 

 

Sometimes, even if the valuations are low, startups may raise funding as a matter of survival in tough times. A down-round financing (ie, raising funding at a lower valuation than the previous round) may trigger anti-dilution rights of the existing investors. The anti-dilution provisions provide existing investors an adjustment to their entry price so that they are not impacted by the down-round financing. This requires the shareholding of the existing investors to be realigned before the new funding round. Accordingly, a transaction would not only involve heavy commercial negotiations with new investors, but a commercial agreement with the existing investors as well to align their effective shareholding.

Investor

In an uncertain environment, it is not uncommon for investors to push creative and innovative liquidation preference terms. Instead of the conventional provisions, which usually guarantee a return equivalent to their investment or a pro-rata share of liquidation proceeds based on ownership stakes, the investors are now suggesting more complex formulae and conditions for the distribution of liquidation proceeds.

Further, investors are seeking investor protection matters or veto matters that will necessarily require their consent, especially around the protection of the value of the company at the time of exit by the investors. In critical times, investors have been very careful with the information and inspection rights. They are also more focused on compliance and data privacy, and paying closer attention to the fulfillment of conditions that have come to light during diligence. The due diligence process and approach have also become more stringent.   

Despite the funding winter, the financial markets in India have done significantly better than their peers the world over, with Nifty and Sensex soaring to unprecedented heights. This has led to some large and successful IPOs that have provided exit to investors.

The scramble to list in India is so immense that some of the startups that had been held from abroad are trying to reverse their holding structures in India to get listed. While reverse flip involves heavy costs and tax leakages, the Indian markets are offering significant valuation premiums and brand recalls in comparison to other jurisdictions and startups are willing to pay the price. Apart from the costs and taxes, the reverse flip may involve navigating stringent regulatory restrictions. For example, for participation in an offer for sale as part of an IPO, the offering shareholder must hold the shares for a minimum period of one year before the IPO. Any reverse merger through a court with its offshore holding company is a time-consuming process that will require the approval of the Reserve Bank of India.  

Nevertheless, India is expected to continue to provide an excellent ground to the VC ecosystem. India, with its demographic advantage of a young population, provides a vast market that no one can afford to ignore. Also, India is expected to grow rapidly with a stable government and consistent policies. India also hasn’t suffered significantly from the post-pandemic economic and monetary instability and even from the ongoing geo-political tensions. While these issues have impacted economies across the globe, India is expected to benefit from supply-chain disruptions.

Accordingly, investors are cautiously optimistic, focusing on identifying and backing startups that have the potential to navigate the challenging environment and emerge as market leaders. As we look ahead, the venture capital landscape in India is likely to reach even greater heights.

(Manvinder Singh is Partner at JSA Advocates & Solicitors.)

(Disclaimer: The views and opinions expressed in this article are those of the author and do not necessarily reflect the views of YourStory.)





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ED searches 19 premises of Amazon, Flipkart vendors in FEMA probe

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The Enforcement Directorate Thursday conducted searches against some of the “main vendors” operating on platforms of ecommerce giants Amazon and Flipkart as part of a foreign investment “violation” investigation, official sources said.

A total of 19 premises of these “preferred” vendors located in Delhi, Gurugram and Panchkula (Haryana), Hyderabad (Telangana), and Bengaluru (Karnataka) were covered as part of the action, the sources said.

It is learnt that the ED inspected documents and took copies of some from the premises of about six such vendors who were not named.

The sources said a probe has been initiated by the federal agency under the provisions of the Foreign Exchange Management Act (FEMA) after it received several complaints against the two large ecommerce companies, where it is alleged that they were “violating India’s FDI (foreign direct investment) rules by directly or indirectly influencing the sale price of goods or services and not providing level playing field for all the vendors”.

There was no immediate response from the two ecommerce companies.

Meanwhile, the Confederation of All India Traders (CAIT) welcomed the ED action.

“The CAIT, along with several other trade bodies, has been raising these issues for the past few years. I welcome the Enforcement Directorate’s actions as a step in the right direction,” CAIT Secretary General Praveen Khandelwal said in a statement.

He claimed that the Competition Commission of India (CCI) had also issued “penalty notices” to Amazon and Flipkart, and their “preferred” sellers, for “engaging” in anti-competitive practices that have adversely affected small traders and ‘kirana’ (grocery) stores.

It has been reported in the past that the CCI, which works to ensure fair business practices across sectors in the marketplace, is already looking into alleged anti-competitive ways of ecommerce companies.

The CAIT and mainline mobile retailers’ association AIMRA had also petitioned the CCI sometime back seeking immediate suspension of operations of Flipkart and Amazon as they alleged that the companies engaged in predatory pricing and were burning cash to offer heavy discounts on products.

These practices, in turn, are creating a grey market of mobile phones, causing losses to the exchequer “as players in the grey market evade taxes”, they had said.

Commerce and Industry Minister Piyush Goyal had recently flagged the same concerns as he had questioned Amazon’s announcement of a $1 billion investment in India, saying the US retailer was not doing any great service to the Indian economy but filling up for the losses it had suffered in the country.

He had said in August that their huge losses in India “smells of predatory pricing”, which is not good for the country as it impacts crores of small retailers.

Goyal said e-commerce companies were eating into the small retailers’ high-value, high-margin products that are the only items through which the mom-and-pop stores survive.

The minister had said that with the fast-growing online retailing in the country, “are we going to cause huge social disruption with this massive growth of ecommerce”.

Khandelwal said that the CAIT has urged the CCI and the ED to protect the businesses of small traders.

“In the new Bharat, led by Prime Minister Narendra Modi Ji, no one is above the law. I am hopeful that now the law will take its rightful course and protect the livelihoods of small shopkeepers.

“This government is committed to ensuring that no entity can harm the trading community. In response to multiple complaints filed by the trading community regarding FDI violations and the anti-competitive practices of quick-commerce companies such as Blinkit, Swiggy, and Zepto, we urge both the CCI and the ED to take swift action and prevent any further, irreparable damage to the businesses of small traders,” he said in the statement.





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Irdai proposes to amend regulatory sandbox norms

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Regulator Irdai has proposed to amend the norms related to ‘regulatory sandbox’ by incorporating principle-based approach and further facilitating the adoption of innovative ideas and new concepts across the insurance value chain.

Regulatory sandbox usually refers to live testing of new products or services in a controlled/test regulatory environment for which regulators may or may not permit certain relaxations.

The Insurance Regulatory and Development Authority of India (Irdai) constituted an internal committee to review the Irdai (Regulatory Sandbox) Regulations.

Based on the recommendations of the committee, it has proposed amendments to the regulatory sandbox regulations and seeks comments from the public at large on the proposed amendments.

Issuing an exposure draft on regulatory sandbox regulations, Irdai said the amendment seeks adoption of principle based approach over rule based approach.

The changes to the norms are also aimed to facilitate the introduction of innovative ideas/new concepts across the insurance value chain, Irdai said.

Irdai has invited comments from the stakeholders on ‘Exposure draft – Irdai (Regulatory Sandbox) (Amendment) Regulations, 2024’ by November 25.





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Prodigy Finance secures $310M financing from DFC

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Prodigy Finance, a global higher education finance company, has secured financing of up to $310 million with a funding commitment from the US International Development Finance Corporation (DFC).

This latest financing, building on the previous partnership with DFC, prioritises social impact with a minimum financing threshold of 30% for women and 50% for individuals from low- and lower-middle-income countries, it said in a statement.

“Together, we are empowering a new generation of global leaders to unlock opportunities that shape a brighter future,” said Prodigy Finance Chief Financial Officer Neha Sethi.

The higher education finance company’s borderless lending model allows students to apply for loans based on their future earning potential rather than their current circumstances or credit history.

Since its founding in 2007, the international student lender has enabled over 43,000 postgraduate master’s students to attend top universities, disbursing over $2.3 billion in funding to students from more than 150 countries.

Sonal Kapoor, Global Chief Commercial Officer of Prodigy Finance, told YourStory that India is its core market and has the largest share of its funding.

According to the Prodigy Finance 2022 Impact Report, students reported that the company’s loan helped them to pursue their dream career (91%), achieve success in their personal life (83%), and at least double their salary (74%).

In September, Prodigy Finance launched a $30 million blended finance programme in collaboration with The Standard Bank of South Africa Limited and Allan & Gill Gray Philanthropies.





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