How To Empower 1.3 Billion Citizens With Their Data

2018 has been a significant year in our relationship with Data. Globally, the Cambridge Analytica incident made people realise that democracy itself can be vulnerable to data.  Closer to home, we got a first glimpse at the draft bill for Privacy by the Justice Sri Krishna Committee.

The writing on the wall is obvious. We cannot continue the way we have. This is a problem at every level – Individuals need to be more careful with whom they share their data and data controllers need to show more transparency and responsibility in handling user data. But one cannot expect that we will just organically shift to a more responsible, transparent, privacy-protecting regime without the intervention of the state. The draft bill, if it becomes law, will be a great win as it finally prescribes meaningful penalties for transgressions by controllers.

But we must not forget that the flip side of the coin is that data can also help empower people. India has much more socio-economic diversity than other countries where a data protection law has been enacted. Our concerns are more than just limiting the exploitation of user data by data controllers. We must look at data as an opportunity and ask how can we help users generate wealth out of their own data. Thus we propose, that we should design an India-specific Data Protection & Empowerment Architecture (DEPA). Empowerment & Protection are neither opposite nor orthogonal but co-dependent activities. We must think of them together else we will miss the forest for the trees.

In my talk linked below which took place at IDFC Dialogues Goa, I expand more on these ideas. I also talk about the exciting new technology tools that actually help us realise a future where Data can empower.

I hope you take away something of value from the talk. The larger message though, is that it is still early days for the internet. We can participate in shaping its culture, maybe even lead the way, instead of being passive observers. The Indian approach is finding deep resonance globally, and many countries, developing as well as developed, are looking to us for inspiration on how to deal with their own data problem. But it is going to take a lot more collaboration and co-creation before we get there. I hope you will join us on this mission to create a Data Democracy.

AI/ML Shift for SaaS Companies: Insights from SaaSx Fifth Edition

Early stage SaaS startups typically struggle with one of two things. When you are just starting out, the first struggle is all about mere survival. Will we find customers willing to use and pay for our product ? Good teams typically manage to find ways to negotiate that first challenge. The playbook has been sufficiently commoditized that if you execute well enough, you can actually succeed in getting those early customers. Its a challenge for sure, but is getting easier and cheaper to overcome — which takes me to the second challenge. Once you survive that initial phase, how do you continue to stay relevant and grow? For if you don’t grow, you’ve only prolonged the inevitable and will likely get disrupted into irrelevance by the next upstart that comes along. When you play in a commodity market, that’s the sad reality.

If you find yourself gaining customer adoption, you can be fairly certain that competition isn’t far behind. Unless you find a way to establish sustainable differentiation while you have that head start, you will ultimately die. And that differentiation now increasingly comes down to the value of the data flowing through your platform and how you are able to leverage it better than your competition. In other words, if you are not thinking about constantly learning from the data that you are gathering and enabling implicit intelligence via your products, the odds of survival are going to be stacked against you. Given the significance this topic carries for us at Swym, I was really excited to have the chance to sit in on Ashwini Asokan and Anand Chandrasekaran’s session on AI/ML for SaaS at SaaSx5. And they most certainly didn’t disappoint. With a lucidly laid out argument, their talk served as a strong wake-up call for the SaaS founders in the room that weren’t sufficiently worrying about this topic.

SaaS growth is slowing

Ashwini started out by underscoring the fact that SaaS growth was slowing in general. There’s no denying that most solutions are rapidly becoming commoditized — building a good product has gotten fairly prescriptive, costs have come down and barriers to customer adoption are a lot lower than they used to be. That inevitably leads to markets getting very crowded, making survival increasingly difficult. If you don’t stand out in very defensible ways, you will perish. To make matters worse, AI is slowly but surely causing entire categories of work to disappear — Customer Support, SDRs, Financial/Market Analysts, to name just a few examples. If those workers were your market and you were helping them be more efficient, you are in trouble because your market is disappearing with them. You better be evolving from being software that’s serving those people that in turn serve a function, to actually serving the function itself. Of course you do this with human assistance, but in a progressively intelligent fashion that makes you indispensable.

Embrace the platform mindset

In order to stay relevant, you really need to create a viable roadmap for yourself to graduate from being a simple feature that’s part of a larger platform (No one likes being told they are nothing but a feature, but this really is where most early stage SaaS products sit today) to becoming the platform itself over time. It can most certainly be done because the opportunity exists, and the access you have to your data and how you are able to leverage it is likely to be the most effective weapon to get you there. Think really hard about new use cases you can light up, automations you can now enable, important solutions that hitherto weren’t possible or practical — enabling those capabilities is what will give you stickiness. And you can in turn leverage that stickiness to allow others to build on the data platform you’ve created to expand your moat. Easier said than done of course, but it is the only path to staying relevant. Alexa, Salesforce, Adobe, Hubspot, and most recently Stripe with their just announced app store, all come to mind as stellar examples of execution on this strategy.

How should I be thinking about Data Science?

Anand followed that up with some really good advice on how to go about this, especially touching on what not to do, and it was clearly resonating with the audience. For instance, when he highlighted the fact that most AI initiatives that start with “Here’s the data I have…what can I do with it?” are doomed from the get go, a lot of heads in the room were nodding in agreement — seemed like a pretty common trap that folks had fallen into. Instead, his advice was to identify the end goal that mattered first, with the caution that this could be deceptively challenging. Once that goal is well understood, then focus on the data you have and the gaps that exist — and your challenge basically boils down to filling those gaps and cleansing/validating your data. Those are your most critical, time-consuming steps in the process for once you get the data quality you want, it becomes much simpler to build and iterate your model around that and figure out how to engineer this into a repeatable part of your workflow. The sub par data quality is one of the most common causes for AI projects “failing” and no amount of modeling proficiency will save you from bad data or a poorly understood problem statement.

Get on the train, but don’t lose sight of what got you here

I’m really glad to have had the benefit of listening to their talk in person, and now that I’ve let the arguments sink in over the past couple of weeks, a few truths have become indisputably clear in my head. The AI shift is not one you can ignore as a SaaS founder. If you don’t get on the train, you’ll likely end up under it. And no, getting on the train doesn’t mean simply attaching a “.ai” to your domain name and claiming success. It really comes down to internalizing your vision for why you exist, identifying in very clear terms how your roadmap to making that vision a reality will need to evolve given the AI shift. How do you see your problem space changing in the the next 2–5 years thanks to AI, and what does that mean for you? And given your existing strengths, what can you do to make the most of that shift?

Its important to remember that a lot of the fundamentals of a good SaaS story still don’t change. For instance, a sound distribution strategy is still very much necessary, for without sustainable access to customers, the rest of it is moot. Likewise, you want to be able to protect the access you have to your most valuable asset, your data) and lower the barriers enough for adjacent players to be able to work seamlessly with your offering. All those advantages you have still very much matter. Really, the biggest mental shift you need to make is thinking very deliberately about how the world around you is changing because of AI, and how you leverage those strengths so you continue to have proprietary access to the data you need and become an integral part of that change.

The article is authored by our volunteer Arvind Krishnan, CEO & Founder – Swym Technologies.

Deeper Strategic Partnerships – Pitching for Significant Scale and Co-Creating the Value

David Vs. Goliath had a happy ending, but the odds of beating Goliath as a startup are slim and most startups do not have a fairytale ending, unless…

At SaaSx5, I had the opportunity to hear Vijay Rayapati share his story of Minjar. This was a fairy tale with all the right ingredients that kept you engrossed till the end. With angels (investors) on their side, along with Minjar and Vijay’s prior experience, Minjar could have faced many Goliaths in their journey. Instead of going the distance alone, Vijay followed the Potential Strategic Partner (PSP) playbook (Magic Box Paradigm) and identified one in AWS. His reasons were clear, one of the biggest challenges a startup faces is distribution. And, a PSP can open several doors instantly, making distribution easier, revenue growth faster and gives the startup multiple options. As a startup, you need to think about a PSP early in the game at the “Flop” and not at the “Turn”. You need time to develop a PSP and you need to start early.

Identifying a PSP in your vertical maybe easy, but building a relationship with them is the hardest. It requires continuous investment of time to build the bond with the PSP such that they become the biggest evangelist of your product. This involves building relationships with multiple people at the PSP -from Business, Product & Tech- to make sure you have the full support from the company to scale this relationship without roadblocks. In the case of Minjar, with AWS as their PSP, it opened roads to customers, built their brand and also increased the value of the company. One of the highlights of the Minjar story was about the CTO of AWS, evangelizing the product at their conference. As Vijay ascertained “Invest time in people who can bring visibility and credibility to your company”. Focusing on these people is a sales channel by itself, and a Founder has to be involved in building that channel when it shows glimmers of hope. The Minjar story had a happy ending, because they invested more time in building their PSP relationship and limiting other marketing activities: they did not spread themselves too thin. This involved multiple operational changes like training, presenting thought leadership & co-selling at conferences, and making sure the end users at the PSP are successful in using your product.  It is also important to note that a partnership is not a reseller or transactional relationship. A partnership is a relationship of strengths, in which each entity brings unique skills and together provides exponential value to the end customer. Partnerships work when you have champions leading on both sides of the table and one of the best outcomes a PSP can provide to a startup is a strategic acquisition. A PSP is one of the best ways for a startup to exit, especially if you have not raised a lot of capital.

At Tagalys we have tried to develop relationships with PSPs; twice, and we seem to be making good progress today after one failed attempt. My learnings resonate with Vijays’ and some of them are

Persona: Not every large enterprise, who might also serve your target customer, is a valid PSP. An enterprise is an ideal PSP if the value you provide as a startup is something that can be incorporated into the product or process of the Enterprise, and without which the end value of the enterprise depreciates. If your startup is not important to the customers of the PSP, then they are not a match for your startup.

Timing: In your early days, a startup needs to focus on customers, customers and more customers. A PSP is likely to work with you only if you are part of the affordable loss for them. Very early in your stage the risk is too high for the PSP to consider the relationship an affordable loss. Remember, you are adding value to the PSP, hence any risk in the value proposition you bring to the table, is a risk to the end customer. Only after having proven your value to your own customers, will a PSP be willing to take you to their customer.

Credibility: Today, Tagalys works with many recognizable customers in the country and that makes the process of gaining credibility & trust easier. Your product is only as good as what your customer says it is. For a PSP to work, you need buy in from stake holders like the CEO, CTO & Product Managers and they are going to put their neck on the line if they can trust you. Customer references are the best channels to gain trust.

Lifecycle: As CEO, I have time to invest in meeting with various stakeholders at the PSP because our product is in steady state. This steady state of the product is theright time to speak with a PSP because your team can take on this additional responsibility. We also have a clear understanding of our expected outcomes, risks and upside in working with the PSP, hence our conversations are well guided and makes the discussion very productive.

Bill of Materials: While Tagalys is a line item in what the PSP provides to the market, we are an important line item who can potentially extrapolate the end value provided to the customer.

Not every startup can find a strategic partner, but one thing is for certain, as Vijay said, “You miss 100% of the shots you do not take”.

Antony Kattukaran is the Founder & CEO of Tagalys. Tagalys is a merchandising engine for online retailers, dynamically predicting what products to display across search & listing pages to increase conversion.

Public Procurement (Preference to Make in India) Order 2018 for Cyber Security Products

‘Digital India’ is one of the flagship programmes of the Government of India (GoI) with an aim to transform the country into a digitally empowered economy. Given the massive push that the government is giving to this programme, some radical changes have taken place across the country at both the public as well as at the government level in terms of digitization. However, it is also a reality that the growing digitization has increased vulnerability to data breaches and cyber security threats.

According to the Indian Computer Emergency Response Team (CERT-In), more than 22,000 Indian websites, including 114 government portals were hacked between April 2017 and January 2018, including the Aadhaar data leak in May 2017. These incidents clearly emphasized a strong need for cyber security products to tackle the threat to India’s digital landscape. In fact, last year, the Union Ministry of Electronics & Information Technology (MeitY) had directed all ministries to spend 10% of their IT budgets on cyber security and strengthen the Government’s IT structure in the wake of cyber threats.

Now, in order to be prepared for cyber breaches, the government entities need sophisticated security products and solutions. Currently, there is a heavy reliance on the foreign manufacturers to source these products as there are a handful of domestic players operating in this space. MeitY had issued a draft notification in June 2017 stating its preference to procure domestic cyber security products and give further impetus to the government’s flagship programme ‘Make in India’, thereby also boosting income and employment in the country.

The good news is that now the government has mandated ‘Public Procurement (Preference to Make in India) Order 2018 for Cyber Security Products’ policy which was released on July 2, 2018. With this policy in place, the local manufacturers will get the much required clarity and support to produce cyber security products. As the participation of domestic players increases in the cyber security industry, it will not only make the digital economy stronger and safer for the nation, but also enhance the ability of the suppliers to compete at a global business level. At the same time, it will also give an opportunity to foreign players to invest in the Indian cyber security product manufacturers which in turn will enable India to channel more FDI into the economy.

Let’s take a look at the key highlights of this policy are:

What is the objective?

Cyber Security being a strategic sector, preference shall be provided by all procuring entities to domestically manufactured/produced cyber security products to encourage ‘Make in India’ and to promote manufacturing and production of goods and services in India with a view to enhancing income and employment

Who are the procuring entities?

Ministry or department or attached or subordinate office of, or autonomous body controlled by the Government of India (GoI) which includes government companies.

Who qualifies to be a ‘local supplier’ of domestically manufactured/produced cyber security products?

A company incorporated and registered in India as governed by the applicable Act (Companies Act, LLP Act, Partnership Act etc.) or startup that meets the definition as prescribed by DIPP, Ministry of Commerce and Industry Government of India under the notification G.S.R. 364 (E) dated 11th April 2018 and recognized under Startup India initiative of DIPP.

 AND

Revenue from the product(s) in India and revenue from Intellectual Property (IP) licensing should accrue to the aforesaid company/startup in India.

How big is the government opportunity?

There is a huge government opportunity waiting to be leveraged, especially because MeitY had asked all ministries to spend 10% of their IT budgets on cyber security.

What are the key benefits of the policy to the local supplier?

The main benefits of the policy that local suppliers can avail are:

  • Procurement of goods from the local supplier if the order value is Rs.50 lacs or less.
  • For goods that are divisible in nature and the order value being more than Rs.50 lacs, procurement of full quantity of goods from the ‘local’ supplier if it is L1 (refer the note below). If not, at least 50% procurement from the local supplier subject to the local suppliers’ quoted price falling within the margin of purchase preference.
  • For goods that are not divisible in nature and the order value being more than Rs50 lacs, the procurement of the full quantity of goods from the local supplier if it is L1. If not, then the local supplier will be invited to match the L1 bid and the contract will be awarded to the local supplier on matching the L1 price.
  • The cyber security products notification shall also be applicable to the domestically manufactured/produced cyber security products covered in turnkey/system integration projects. In such cases the preference to domestically manufactured/produced cyber security products would be applicable only for the value of cyber security product forming part of the turnkey/ system-integration projects and not on the value of the whole project.

Note: L1 means the lowest tender or lowest bid or lowest quotation received in a tender, bidding process or other procurement solicitation as adjudged in the evaluation process as per the tender or other procurement solicitation.

How do I get my cyber security product listed to start getting the benefits of this policy?

You need to get your product evaluated and approved by the empowered committee of the government.

The ‘Public Procurement (Preference to Make in India) Order 2018 for Cyber Security Products’ policy is a commendable step in the direction of providing a robust leap to ‘Digital India’ and ‘Make in India’ programmes.

Get complete details about the policy here. You can also reach the author for more details @ [email protected]

About Author:

Ashish Tandon, Founder & CEO – Indusface

Ashish Tandon a first-generation entrepreneur with a rare combination of strong technology understanding and business expertise has successfully lead and exited several ventures in the areas of security, internet services and cloud based mobile and video communication solutions. Under his leadership as founder & CEO, Indusface a bootstrapped, fast growing and profitable company, has been recognized as an award-winning Application Security company with over 1000+ global customers and a multi-million $ ARR. He is also closely associated with the government and industry bodies of India in drafting of the various Software Product & Security related acts, regulations & policies. Connect with him on LinkedIn or Twitter.

Scaling Sales: A Deep Dive At SaaSx Fifth Edition

As a first time attendee of iSPIRT‘s annual SaaSx conference, I didn’t know what to expect as we drove along the western coast of India towards Mahabalipuram – the venue for SaaSx5. From all the chatter around the event on Twitter, it looked like the who’s who of SaaS leaders in India were attending. Upon arrival, I took my seat with my colleague and looked around. There were only about 100 people in the room, very different from most conferences I’d attended in the past – a lot more exclusive, and a melting pot of SaaS founders building a diverse set of products. It had all the markings of an inspiring day, and it did not disappoint.

Starting with a keynote from the estimable founder of Zoho, Sridhar Vembu, the day was packed with talks and discussions focused on growing one’s SaaS company in the current technology landscape, primarily led by founders of notable SaaS companies of the country. One such event was an unconference on “Setting up and Scaling Sales across Segments and Geographies”, led by Ashwin Ramasamy from PipeCandy.

Picture this: about 80 founders seated in a room, circled around Ashwin who was leading the conversation about setting up and scaling your sales team. Since the flat organizational hierarchy at SignEasy, and the culture of openness at the company provide me with a wonderful vantage point of all functions across our company, including sales, I was eager to listen to the different perspectives that the founders brought to the table. At the start of the discussion, Ashwin graciously asked the audience for talking points they’d like covered, and the discussion began. A plethora of topics were discussed, starting from the very definition of inside sales, leading up to when and why to deploy an inside-sales team. Hiring and putting together the right sales team, including whether it should be in-house or outsourced, was another hot topic of debate with many founders offering their own experiences and perceptions.

The conversation then steered towards outbound sales and the mechanics and economics of that, which contributed to some of the biggest takeaways for me – things that cannot be found in a book and are only learned through experience.

The success rate of outbound sales peaks at 2%, as opposed to the 40-50% success rate you come to expect with inbound sales. This was an interesting insight, as it’s easy to assume your outbound effort is underperforming when it could actually be doing quite well. Also, you should use the interest you’re receiving through the inbound channel to refine your outbound strategy – your inbound interests are a goldmine of information on the kind of industries, company sizes, and job functions your potential customers represent. At SignEasy, we are constantly honing our outbound target by capturing as much information as possible from our inbound requests.


Further, the efficacy of your outbound sales effort is a direct function of the maturity of the market you’re in – for a saturated market with tens of other competitors, outbound usually fails to make a mark because it’s difficult to grab a potential customer’s attention. This is a great rule of thumb to decide if outbound is for you, depending on the market your product serves.

Outbound sales also requires dedicated effort rather than a ‘spray and pray approach’ – a minimum 6-month commitment is crucial to the success of your outbound strategy. Founders should be deeply involved in this initial effort, sending out 500 emails a day for at least 3 months, and tweaking and iterating through them as they get to the most effective email. It’s also important to dedicate yourself to a channel when experimenting, but also experiment and exhaust numerous channels over time to zero in on the most effective ones.


The value of this discussion, and indeed the day, was best expressed by the ferocity with which my colleague and I took notes and wrote down every piece of advice that was being dropped around the room. Being product leads of the SMB business and mobile products respectively, Phalgun and I were amazed at how much we could relate to each point being discussed, having been through and living the journey first-hand ourselves at SignEasy.

SaaSx5 was nothing short of inspiring, and we emerged from it feeling uber-optimistic about SaaS in India, and what the future holds

This blog is authored by Apoorva Tyagi, Product at SignEasy

Data Privacy and Empowerment in Healthcare

Technology has been a boon to healthcare. Minimally-invasive procedures have significantly increased safety and recovery time of surgeries. Global collaboration between doctors has improved diagnosis and treatment. Rise in awareness of patients has increased the demand for good quality healthcare services. These improvements, coupled with the growing penetration of IT infrastructure, are generating huge volumes of digital health data in the country.

However, healthcare in India is diverse and fragmented. During an entire life cycle, an individual is served by numerous healthcare providers, of different sizes, geographies, and constitutions. The IT systems of different providers are often developed independently of each other, without adherence to common standards. This fragmentation has the undesirable consequence of the systems communicating poorly, fostering redundant data collection across systems, inadequate patient identification, and, in many cases, privacy violations.

We believe that this can be addressed through two major steps. Firstly, open standards have to be established for health data collection, storage, sharing and aggregation in a safe and standardised manner to keep the privacy of patients intact. Secondly, patients should be given complete control over their data. This places them at the centre of their healthcare and empowers them to use their data for value-based services of their choice. As the next wave of services is built atop digital health data, data protection and empowerment will be key to transforming healthcare.

Numerous primary health care services are already shifting to smartphones and other electronic devices. There are apps and websites for diagnosing various common illnesses. This not only increases coverage but also takes the burden away from existing infrastructures which can then cater to secondary and tertiary services. Data shared from devices that track steps, measure heartbeats, count calories or analyse sleeping patterns can be used to monitor behavioural and lifestyle changes – a key enabler for digital therapeutic services. Moreover, this data can not only be used for monitoring but also for predicting the onset of diseases! For example, an irregular heartbeat pattern can be flagged by such a device, prompting immediate corrective measures. Thus, we see that as more and more people generate digital health data, control it and utilise it for their own care, we will gradually transition to a better, broader and preventive healthcare delivery system.

In this context, we welcome the proposed DISHA Act that seeks to Protect and Empower individuals in regards to their electronic health data. We have provided our feedback on the DISHA Act and have also proposed technological approaches in our response. This blog post lays out a broad overview of our response.

As our previous blog post articulates the principles underlying our Data Empowerment and Protection Architecture, we have framed our response keeping these core principles in mind. We believe that individuals should have complete control of their data and should be able to use it for their empowerment. This requires laying out clear definitions for use of data, strict laws to ensure accountability and agile regulators; thus, enabling a framework that addresses privacy, security and confidentiality while simultaneously improving transparency and interoperability.

While the proposed DISHA Act aligns broadly with our core principles, we have offered recommendations to expand certain aspects of the proposal. These include a comprehensive definition of consent (open standards, revocable, granular, auditable, notifiable, secure), distinction between different forms of health data (anonymization, deidentification, pseudonymous), commercial use of data (allowed for benefit but restricted for harm) and types and penalties in cases of breach (evaluation based on extent of compliance).

Additionally, we have outlined the technological aspects for implementation of the Act. We have used learnings from the Digital Locker Framework and Electronic Consent Framework (adopted by RBI’s Account Aggregator), previously published by MeitY. This involves the role of Data Fiduciaries – entities that not only manage consent but also ensure that it aligns with the interests of the user (and not with those of the data consumer or data provider). Data Fiduciaries only act as messengers of encrypted data without having access to the data – thus their prime task remains managing the Electronic Data Consent. Furthermore, we have highlighted the need to use open and set standards for accessing and maintaining health records (open APIs), consented sharing (consent framework) and maintaining accountability and traceability through digitally verified documents. We have also underscored the need for standardisation of data through health data dictionaries, which will open up the data for further use cases. Lastly, we have alluded to the need to create aggregated anonymised datasets to enable advanced analytics which would drive data-driven policy making.

We look forward to the announcement and implementation of the DISHA Act. As we move towards a future with an exponential rise in digital health data, it is critical that we build the right set of protections and empowerments for users, thus enabling them to become engaged participants and better managers of their health care.

We have submitted our response. You can find the detailed document of our response to DISHA Act below

The History and Future of Angel Tax

“I propose a series of measures to deter the generation and use of unaccounted money. To this end, I propose:

Increasing the onus of proof on closely held companies for funds received from shareholders as well as taxing share premium in excess of fair market value.”

When ex-Finance Minister Pranab Mukherjee introduced angel tax in 2012, it created an uproar in the fledgeling startup and angel investor community. While the purpose of this section was to reduce money laundering by imposing the hefty tax rate of 30.9 percent, it had several inadvertent consequences.

There were several cases of money laundering by Jaganmohan Reddy that were caught by the Enforcement Directorate, who revealed that people had “paid bribes to Reddy in the form of investments at exorbitant premiums in his various companies to the tune of Rs 779.50 crores apart from making payment of Rs 57 crores to him in the guise of secondary purchase of shares and donation of Rs 7 crores to the YSR Foundation”.

To prevent such abuses of the law, the government clamped down and stated that any unjustified share premium given by a private company would be taxed as income in their hands. But to catch one culprit, they threw the book at many innocents. The relevant law known as section 56(2)(viib) of the Income Tax Act came to be known as the angel tax section. Many startups which are private companies and had issued shares at a premium to angel investors ended up facing notices from the tax authorities under this section. This premium is treated as income in their hands, classified as “income from other sources” and taxed at the maximum marginal rate of tax.

The ‘Startup India’ initiative changed all that. Under the stewardship of the Honourable Prime Minister, startups became a focus area. As per the ten points in the Action Plan, if a startup was registered post- April 1, 2016, then the angel tax was not applicable to the startups. The move had helped startups operating in that area, but a problem still existed for startups that were incorporated before 2016. In fact, in December 2017, many startups received notices and orders for the Financial Year 2013-14. A few entrepreneurs who faced income tax notice hassles launched an e-petition called Change.org in January 2018 so that the government could take some concrete action in Budget 2018.

iSPIRT has taken up the matter with MoF and DIPP on the same. We had made some representations to MoF specifically before the budget. In the budget, the Finance Minister made a statement on continued assistance to the Angel Ecosystem. Due to rigorous efforts that went into sharing of information by these startups, we have recently seen MoF making the welcome announcement.

As per the latest announcement, angel tax would not be applicable on startups which are incorporated before 2016, fulfil the criteria under Startup India Policy and have been granted angel funding up to Rs10 crores. It is believed that at least 300 startups will get a breather from angel tax. The government is also likely to establish a separate committee for the recognition of startups that meet these criteria.

In a further relief to startups, the Finance Secretary Hasmukh Adhia also announced that income tax officers would not take precipitate action and will proceed only after the first set of appeals decided in appellate cases. The exact phrase they used was “no coercive action”, which helped many startups heave a collective sigh of relief. All pending appeals by March 31, 2018, will be quickly addressed.

If you are a startup and need further guidance on angel tax, you should follow the steps below:

  1. Register at DIPP for a startup even if you were incorporated before 2016 and currently are still a startup as defined by DIPP by logging onto this site and filling up the form at https://www.startupindia.gov.in/registration.php.
  2. If you are a startup as per DIPP definition, then get your DIPP certification. All startups which may have raised funding post-April 2016 and are registered with DIPP will not have angel tax applicable to them.
  3. If you are a startup which has received income tax notices for years before 2016 and is still eligible to register as a startup, then please register yourself with DIPP. You can share the registration certificate and relevant notifications with the assessing income tax officer to get an exemption from angel tax.
  4. If you are a startup which has received income tax notices for years after 2016, then please repeat step 2 mentioned above and then appeal against the order. It is important that due process is followed so that the redressal measures taken by the tax authorities can come into effect.

These startups do not have to pay 20% of the tax order at the time of appeal as this has been a one-time exception granted till 31st March 2018 to avoid hurting the sentiments of the startup ecosystem. You can share the order with iSPIRT.

Also, pursuant to our meeting with MoF, we have been assured that the income tax officers in the various jurisdictions have been directed to exercise leniency on this till the new taxation regime for angel and venture capital investors comes into place, as announced by the Finance minister in his budget speech. The officers are aware of the hardships that startups now face and are doing their best to mitigate this within the ambit of the current law.

DIPP and MoF are also in the process of allowing a waiver to the earlier startups facing the angel tax issue, provided the investment made is under Rs 10 crores and subject to an Inter-Ministry board approving the same. This should happen in the next 5-10 days.

We will encourage all startups which have received notices and orders under Section 56 to follow the above steps to chart their way across the new announcements.  

Please forward your orders to [email protected] enabling us to use these orders to take a strategic view to policy to help with this issue in the long term.

Start up India.

Stand up India.

This post is co-authored by Nakul Saxena and Siddarth Pai, Policy Expert Council Members, iSPIRT Foundation

A Look Back At How Startup India Has Eased The Journey Of Startup And Investors

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It’s been two years since the fateful 2016 budget which recognised “Startups” as a separate breed of companies unto themselves, demanding bespoke treatment from the government and authorities. The clarity brought forth helped quell the nerves of both companies and investors, who had to otherwise resort to exotic exercises, supplementary structures, and platoons of professionals to keep their entrepreneurial dreams alive.

As we all await with bated breath for the slew of reforms expected of the Finance Minister, it behoves us to see how far we’ve come and how much further we need to proceed so that a billion dreams may become a reality.

This article is the first part of a two-part series which explores how Startup India has eased the friction in the Startup ecosystem so far, from an investor’s perspective with the second part talking about the next step of reforms which would have a multiplier effect on the ecosystem.

Flywheel of Funding

More often than not, any coverage about fundraising covers the journey of startups and entrepreneurs and the travails of raising their multimillion dollar rounds. But there exists another dimension to this story, that of fund managers raising their own funds. A large section of the investor community was elated that the government recognised this oft-ignored story and created the Rs 10,000 Cr (USD 1.5 billion) Fund of Funds managed by SIDBI which invests into SEBI registered AIFs and Venture Capital Funds.

This approach seeks to galvanise an ecosystem through a flywheel effect, instead of gardening it via direct intervention. The 10,000 Cr corpus can help seed AIFs worth Rs 60,000 Cr in India, which when fully deployed, is estimated to foment 18 lakh jobs and fund thousands of Indian startups. By contributing a maximum of 20% of the corpus of a fund, many fund managers can hasten they fundraise and concentrate more on helping their portfolio companies raise, instead of competing with them.

The Fund of Funds has invested into 88 AIFs so far, thus galvanising more than 5,600 Cr (USD 873 million) worth of investments into 472 Startups.

Bringing back tax breaks, not a back-breaking Tax

The Government’s support of Indian investors found its way into the Income Tax Act, with several measures to incentivise investments into the Indian Startup ecosystem, such as:

  • Insertion of Section 54 EE, which exempts Long-Term Capital Gains up to Rs 50 lakhs provided it has been invested in the units of a SEBI registered AIF
  • Insertion of section 54GB, which exempts Long-Term Capital Gains of up to Rs 50 lakhs provided it been invested into the shares of a Startup which qualifies for section 80IAC
  • Clarifying that the conversion of debentures or preference shares to equity shares will not be considered as a transfer and thus subject to capital gains at the point of conversion (the entire Venture Capital industry is based on convertible debentures and preference shares and this move has settled long-standing disputes regarding the instruments of investments)
  • Issuing a notification that the dreaded angel tax will not apply to shares issued at a premium to domestic investors by those startups who qualify under the DIPP scheme (although the scope of this needs to be extended to rid the spectre of angel tax that haunts various investors and entrepreneurs)
  • Clarifying that the stance of the assessee in categorising the sale of listed securities held for more than 1 year as Capital Gains or Income from Business can’t be questioned by the taxman
  • Changing the definition of a capital asset to include any securities held by a Foreign Portfolio Investor, thus removing the friction arising from asset classification (a similar provision is sorely needed for domestic hedge funds and Category III AIFs)

Capital without Borders

The Startup India scheme over the past few years has rolled out the red carpet to foreign investors while rolling back the red tape. The success of this is evidenced by the percentage of funding foreign capital represents in the Indian startup ecosystem, which is 9 times higher than domestic capital investment.

Some of the initiatives include:

  • Liberalising Foreign Direct Investment into most sectors including financial services, single brand retail, pharma, media and a host of other sectors up to 100% in most areas
  • Abolishment of the Foreign Investment Promotion Board
  • Relaxation of External Commercial Borrowings (ECBs) for Startups for up to USD 3 million
  • Allowing for issue of shares for non-cash consideration to non-residents under the automatic route
  • Marshalling foreign investment into Indian entities primarily for the purpose of investing in other Indian entities has been brought under the automatic route as opposed to the previous government approval route
  • Dismantling the approval mechanism for the transfer of securities by a Foreign Venture Capital fund to an Indian resident
  • Moving most of the filings (FCGPR, FCTRS, etc) to an online window managed by the RBI (ebiz.gov.in)

Well begun is half done

The government’s efforts to improve life for Startups in investors have begun to bear fruit in tangible ways as evidenced by the reduction in the number of companies seeking to have a Delaware entity with Indian operations. The recent leapfrog in the “Ease of Business” rankings also stands testament to this.

The Government must now seek to consolidate all these gains and clarify its stance and the stance of the tax department on long pending issues which have been a bane to all startups. While we have miles to go before we sleep, we must look back and take note of what we’ve achieved before we seek to scale greater heights.

This post has been authored by Siddarth Pai of 3one4 Capital

Build On IndiaStack – Venture Pitch Competition

Announcing ‘Venture Pitch Competition: #BuildOnIndiaStack’

Dalberg and iSPIRT invite applications from early-stage ventures that are tech-
based solutions leveraging the India Stack platform at the core of their business
model to bring financial or transactional services to the underserved in India.
Pitch to some of the leading investors and thinkers in the Indian start-up ecosystem,
including the Bharat Innovations Fund, Omidyar Network and Unitus Seed Fund.
Winners will spend an hour of 'Think Time' – a mentorship session with
technology evangelist Nandan Nilekani.

Who are we looking for?

We are open to all innovations that use the India Stack to unlock new business
models or reach previously underserved new customer segments across sectors
such as financial services, education, healthcare and others. Some core focus areas
for the competition may include digital lending and supporting activities, such as
alternative credit scoring; sector specific affordable digital finance services such as
health insurance or education loans; sector specific digital services such as skilling
and certification, property registration agreements, patient-centric healthcare
management; and SaaS platforms “as a service” that support the development of
other India Stack based innovations such as Digi-locker or e-sign providers.

 

Who is eligible?
All applicants should:
1. Meet the 3-point criteria: tech enabled, leveraging India Stack Platform and
serving the underservedBe

2. Be a part of two (minimum) to four (maximum) members team including the
founder of the companyBe early stage start-ups that have received only seed (or limited angel)

3. Be early stage start-ups that have received only seed (or limited angel)
funding, if at all

 
What is in it for you?
The investor group, comprising of Bharat Innovations Fund, Omidyar Network and
Unitus Seed Fund, is a network of investors and operators, entrepreneurs and
technologists, designers and engineers, academicians and policy makers, with the
singular mission to solve some of India’s toughest problems.

Through this event you have an opportunity to receive:

-Exclusive focus on tech innovations that leverage the India Stack platform
and have the potential to address the underservedFlexible

-Flexible, insight driven, funding of up to Rs. 8 lakhs for early stage, innovative
modelsStrategic

-Strategic business support, through their specialists to support investees in
their strategy and growthA chance to be a part of the India Stack ecosystem through partnerships,

-A chance to be a part of the India Stack ecosystem through partnerships,
pilots, workshops, conferences and network building exercises

Visit www.buildonindiastack.in and send your pitch now.

Innofest to Innonation

Evolving from a festival of innovation to a platform helping innovators to succeed…

Over the past 3 years, while volunteering for Innofest – the platform for hardware entrepreneurs – I realized two things:

  • Doing a hardware product in India is much tougher ….
  • … but there are several resources available across the country that can make it easier for hardware companies to succeed

What was needed is a way to connect those who need the assistance and advice to those who can help and are willing to help.

The goal of this group of 10-12 individuals who selflessly give their time in organising various initiatives and events under the Innofest umbrella is to make it easier for first-time entrepreneurs and to assist them in their journey. We deliberately chose to focus on startups and individuals who were using hardware and technology to solve meaningful problems. Because that is the most underserved section of the entrepreneurial eco-system.

The initial 2 years were invested in reaching out to hardware entrepreneurs and enablers who can assist them – maker spaces, companies, mentors, investors, etc., and bringing them together to interact with each other. As with many other sectors, in hardware led innovation too, resources were concentrated in 3-4 cities, while innovators were spread across the country. These innovators usually worked on their own, often spending time and energy and money on aspects that had already been solved by someone else. Getting together problem solvers and innovation enablers was a critical first step. And the community responded enthusiastically. Over 1800 innovators turned up at the inaugural in Bangalore. Since then we have taken the initiative to Hyderabad, Jaipur, Nagpur and other cities. In fact, Prathibha Sastry, the key volunteer driving Innofest took two ‘yatras’ – once driving from Bangalore to Delhi and once Bangalore to Assam – to find innovators in small towns and tier 2 cities across India.

What she unearthed was awe-inspiring – folks who were solving local problems with their frugal innovations. However, many of these enterprising folks did not consider themselves as entrepreneurs. For them, they were just using their ingenuity and creativity in addressing a problem that they or someone in their family or community faced. They were solving for Bharat. And that we feel is the real opportunity. To encourage these inspired, enterprising and creative problem solvers to get their innovations to solve problems at a much larger scale than they have currently envisaged. To help spread their innovations to places that can benefit from these innovations. I.e. find innovators and help them in their entrepreneurial journey.

To do that, it was important that we shift gears. And at Innofest, we have.

We now have extended the goals to not just curate and connect innovators and enablers, but to also undertake programs and initiatives that will increase the chances of success of these innovations. These include providing better access to resources like maker spaces, working with large corporates in helping drive their innovation programs, creating better access to capital and markets, creating a pool of mentors, etc.

Indeed, from being a festival or celebration of innovation, Innofest is now a platform for innovators to succeed in solving problems and making our country a better place. And hence, we have also taken the bold step to change our name from Innofest to Innonation, which means using innovation to improve the nation.

Whether you are an innovator, or want to volunteer, or a company that wants to support innovation or a co-working space or maker space, do connect with us at Innonation. We need a lot more people in making this volunteer-driven platform successful.

To get a ringside view of the innovation happening across India, join us at the flagship event in Bangalore on 26th August. If you are into solving a problem for Bharat, check the agenda to see what workshops and events are most relevant for you.

See you at Innonation. The country needs you to be there.

Prajakt Raut

Founder –  Applyifi

 

 

On Organizations and Lessons from the Industrial Revolution

The Industrial Revolution was possible because organizations could be built and managed effectively. Today too, problem #1 in business is creating the organization in the right way.

changing landscape, in the 19th century (photo credit: thomasgenweb.com)

The first time I saw this chart below, a light bulb went off in my head.

It shows the world’s average GDP per capita over the past thousand years. It is basically represents an average human’s economic productivity over time. Note: this is on a log scale.

source: http://www.j-bradford-delong.net/TCEH/1998_Draft/World_GDP/Estimating_World_GDP.html

I mainly want to talk about the last couple of hundred years in this chart, but let’s get a couple of things out of the way upfront. Firstly, the GDP estimates go back a million years, but most of human history is rather uneventful from an economic perspective. Secondly, the dip around 1300 AD is due to the “Black Death” plague that killed nearly a third of the world’s population, most devastatingly in Europe.

After the plague, productivity recovered with the population, and started improving as we kept getting a little better at what we did. But what made the line shoot up so drastically in the 19th century?

The Industrial Revolution happened.

Firstly, technology.

There were newer, more sophisticated machines that made large scale manufacturing possible, and there was power available to run these machines.

The textile industry is everyone’s favorite example. Historically, production of cloth used to be largely a domestic enterprise and sometimes a cottage industry. Farmers’ wives would spin the cotton at home, and the men would then weave it into cloth. It would take four to eight spinners to supply one handloom weaver. Enter the Industrial Revolution: at the time the textile industry was inventing the Flying Shuttle and the Power Loom, the steam engine was also being invented. And very quickly, the two came together to enable large factories where steam-powered machines would do the work of hundreds of people.

Secondly, people formed organizations.

The most important part (in my mind) of the Industrial Revolution was the rise of the business organization and of management as a function.

While the initial spurts of technological advancement led to the creation of many businesses, they were still run by one or a few owners or partners trying to do everything, and that could not scale. You could draw an analogy with startups today, but it wouldn’t be accurate as we do have access to management tools. Back then, it just didn’t exist. The railroad companies spearheaded the science and practice of management, being one of the largest organizations and requiring large numbers of people across different aspects of the entire operation to act as one unit. They realized they could organize into departments and appoint managers who planned tasks and supervised the workers that carried out those tasks.

Organizations of an unprecedented size and scale could exist because of this, kicking off many self-fueling virtuous cycles, and not just enabling co-ordination across a large enterprise but also dramatically improving processes and workforce utilization. This is what made the right side of the chart possible.

While it seems like a blip in history, this took time: nearly two hundred years. It completely elevated what we as a species are capable of, but also came at a great societal cost (large scale unemployment and severe exploitation of those that were employed).

And it hasn’t ended: that line is only going up (and perhaps with different kinds of costs).


Now, based on all this, I’m going to posit:

Now, based on all this, I’m going to posit:

The key to all progress lies in creating scalable organizations.

Misallocating Entrepreneurship

There is an interesting example that elucidates this point. This article — India is a much more Entrepreneurial Society than the United States (and that’s a problem) — talks about the problems when a society cannot scale its organizations:

India is a much more entrepreneurial society than the United States. That may seem surprising since India is poor and we typically associate entrepreneurship with being rich but it’s clearly true. Only ~15% of Indians work for a firm compared to approximately 90% of US workers.

It digs into why it can be a problem.

Entrepreneurship in India isn’t a choice, it’s a requirement. Indian entrepreneurship is a consequence of India’s failed economy. The problem with developing countries is not that they lack entrepreneurs but that entrepreneurs cannot grow their firms large enough to become major employers.

Entrepreneurship, like other factors of production, can be misallocated. India has great entrepreneurs but their hard work, creativity, and risk taking is being wasted building tiny, stunted firms.

Entrepreneurship, like other factors of production, can be misallocated.

But our culture is becoming more individualistic, in all aspects of society. In business, everyone wants to be the entrepreneur, and is looking for “non-entrepreneurs” to recruit to their cause. And it has never been easier to start a company — limited liability and easy access to capital, distribution and technology have made sure of that.

Perhaps the optimal size of the firm will change in response to these forces, but I don’t see evidence of that yet — quite the opposite, if anything. Perhaps this chart above will sober up for a bit, or perhaps technology (general AI?) will render people irrelevant in the scheme of things. Until then, building high-functioning, scalable organizations that fit into the cultural mood will have to be the foremost problem company-builders need to solve.

(Huge thanks to Michael Dearing for showing me this chart for the first time, and opening up the first principles of management for me. I highly recommend his General Management course.)

Diversity with Collaboration Unlocks Innovation and Drives Business Growth

“Diversity is an intellect multiplier, especially when the diverse groups can collaborate well” – Mark Sareff

This year the International Women’s day was a different experience for me, no panels stating gender diversity facts most people are painfully aware of. Instead I had the proud privilege of being invited to do a fireside chat and explore new dimensions of diversity and its impact on innovation and business growth.

We are familiar with dimensions of diversity we are born with — gender, age, race etc. but less familiar with the dimensions we acquire in our lifetime — culture, life experiences, domains worked in, education background etc. These interesting dimensions set your thinking patterns, beliefs and problem-solving approaches.

Diversity is an intellect multiplier but, only when diverse groups can collaborate. We need a common language that helps diverse groups come together and collaborate. We need an inclusive environment that fosters diverse perspectives without judgment… here’s where design thinking comes in!

Design thinking in its application celebrates diversity, when done well allows you to go broad try many, diverse approaches before narrowing down to one solution. It can also change how people work together for the better, introducing a deeper level of collaboration, appreciation of diversity and creativity.

Sharing a few key tools to help you create an inclusive environment that fosters diverse perspectives and hence innovative solutions:

1.   Don’t brainstorm; think Independently, together While we are not against brainstorming, we believe brainstorming can lead to HiPPO decisions (Highest Paid Person’s Opinion) and can exclude out-of-the-box thinking because the facilitator or the group naturally judges all ideas being generated. Instead have everyone think independently and write down their ideas individually and review every single idea. Similar ideas get grouped together, no idea gets left behind or judged right away. Instead we build on existing ideas to make them more diverse and disruptive. It is a powerful process that celebrates diversity and creates an inclusive environment for disruptive ideas to form and persist.

2.   Narrow ideas using clear criteria – The 2×2 tool is a narrowing tool, allows you to choose ideas that the team will filter down to. The team identifies 2 key criteria to narrow ideas (ideally, customer benefits) that would make massive impact on the business. Ideas are then plotted against those dimensions relative to the benefits it brings to the organization versus making Caesar-like decisions. Again allowing diverse teams and ideas to collaborate well hence leading to innovation and business growth.

3.   Facilitating large group dialogues – The World Café is a structured tool intended to facilitate collaboration, initially in small groups and then linking ideas within a larger group to access the collaborative and collective wisdom in the group. Each person interprets the world differently, based on his/her perception. Sharing the viewpoints of others is essential for understanding alternatives and adapting strategies to deal with environments. Environments that recognize the contribution of all will foster a strong commitment to achieve common goals.

Diversity offers different experiences and novel perspectives, leading to better decision making and problem solving. It opens up new conversations pushing the boundaries on unrestrained thinking which enables breakthrough innovations.

At Pensaar, one of the things we celebrate is the differences we all bring to the table. Each of us comes with unique experiences having worked in varied industries and lived very different lives. It allows us to recognize each other’s strengths and learn from each other while also being sympathetic to each other’s weaknesses. Our different experiences and perspectives help us foster innovation to beat and not just meet the needs of our increasingly diverse customer base.

So much has already been written about this amazing topic, go here to read more:

·   To Make Diversity Work You Need Design Thinking

·   HBR’s How Diversity Can Drive Innovation

·   10 Companies Around the World That Are Embracing Diversity in a BIG Way

·   Why diversity matters

 

Dear founder, have you got your contracts right?

Most probably a bad contract is at the heart of the Stayzilla (SZ) and Jigsaw Advertising (Jigsaw) dispute that’s a hot topic of discussion for the members of India’s fast growing startup ecosystem. Jigsaw supplied advertising related services, SZ did not pay. SZ announced intention to “reboot” and Jigsaw used its might to register cheating case against SZ. Cheating is a criminal offence as opposed to a payment dispute that routinely falls under civil law. I have raised several ethical dilemmas in this situation in my last post. Here I wish to focus on contracts and enforcing contracts.

Indeed “enforcing contracts” in India is an uphill fruitless endeavor. In the 2017 World Bank report on “Ease of Doing Business”, India ranks 172 out of 191 countries on “enforcing contracts”. A quick comparison with China (a frequent object of our obsession) on “enforcing contracts”, put things in stark contrast.

Dispute resolution time: India (47.3 months) vs. China (13.5 months)

Dispute resolution cost: India (40% of claim amt.) vs. China (15% of claim amt.) – though the amount varies by states in India

Quality of judicial processes index: India (9) vs. China (14.5) – higher number is better

Evidently, we are far from the frontier on this measure of doing business. India also ranks such low on other important measures like (number in bracket is India’s rank out of 191 countries reported) – paying taxes (172), trading across borders (143), and resolving insolvency (136).

Small startups in the initial stage of testing market to entering growth phase have little wherewithal to divert precious little resources to fight legal cases that proceed at snail’s pace and hog bulk of managerial and financial resources of a startup. While overhauling the justice delivery system is very long term project, the minimum startups can do is to create and govern contracts in a more deterministic manner.

Common problems with contracts

A mistake in a contract can undermine its legality and affect your ability to enforce it. The party more adversely affected by the mistake would almost always seek to repeal or cancel the contract. Overall, a problematic contract results in poor outcomes like – business delays and waste of resources.

Relying on an oral contract

Promises are part of the business life. But promises can be easily broken, such is the human nature. You put in superhuman effort to build your business so you would want to be assured that your business is protected against failed promises of your co-founders, employees, suppliers and partners. Only a written contract is enforceable under law. Writing a contract also forces you to think through issues that would instinctively not come to your mind.

Another side effect of not having a contract is the risk of losing whatever IP your company possess. Probably only valuable thing startup has in early stage is some form of IP. Consider the scenario – a few part-time founders without any written contract are burning mid-night oil to get a product on the market. Soon one of the founder changes mind about entrepreneurship or gets interested in some other idea. He or she decides to walk away – without assigning the rights to his work. You are stuck without the IP and literally without your company. I have seen this happen a few times and those startups just shut shop without even going to market. Without a contract, there is no negotiating ground or legal recourse.

Not capturing the negotiated terms in final contract

Negotiation is usually an iterative process with multiple revised proposals and discussions. So, when the final contract is in sight three things happen: One, even if there is lack of clarity on some point, that is allowed to linger hoping it will somehow go away. Two, in case of a missing term or incorrect data in last proposal, it is not corrected or rewritten and signed with the contract. Three, even when somethings are orally agreed they do find a place in final written contract. These “minor” indiscretions cause major pain when a contract dispute goes before a judge. One it is almost impossible to prove oral agreements in absence of concrete evidence. Two, in case of an essential missing term, the judge is likely to impose some “reasonable” terms that might be far from what one party had envisaged in the original contract.

Unclear contracts: contracts that do not spell out clearly –

what constitutes performance failure or a breach of contract?

what are the ways to terminate the contract for both the parties?

what will be the dispute resolution mechanisms (before you decide to file a legal suit)?

what happens if a startup is taken over or gets merged with another. Do the contracts get assigned to the new entity?

Creating a legal enforceable contract

What is a contract:

a contract is an agreement between at least two parties, each of which promises to do or not to do something.  Contracts can take the form of either written agreements or oral contracts, although some types of contracts must be in writing to be legally enforceable.  Additionally, parties often have trouble proving aspects of oral contracts, which makes them difficult to enforce. 

What a contract is NOT:
A handshake or verbal deal, non-binding Letter of Intent (LOI), non-binding Memorandum of Agreement (MOA) or Memorandum of Understanding (MOU), Terms and Conditions on the back of invoices without reference / incorporation, RFP’s or RFQ’s, Proposals, Schedules or Orders with no terms and conditions.

What is a basic enforceable contract:

At the most basic level, a contract requires a seller to make an offer to a buyer, acceptance of the terms by the seller, and consideration where each party gives up something of value. E.g., a seller usually gives up a good or a service and in return, a buyer usually gives up money. In addition to these elements, courts will also look at several other considerations when determining the enforceability of contracts, for example, mutual assent, capacity and consent and legality.

Mutual assent: Often called the “meeting of the minds,” mutual assent requires that both parties understand what the contract covers. The goods and / or services being contracted must be described unambiguously so there can be only one understanding in the minds of the two contracting parties.

Capacity and consent: Capacity requires that the parties in the contract be legally capable and competent enough to enter into the agreement.  For example, a mentally disabled individual cannot contract, and while minors can agree to a contract, in most cases they can void the contract before reaching the majority age. Consent means that both parties entered the contract freely and without duress or undue influence.

Legality: To be enforceable, a contract must cover legal activities and not violate public policy.  In other words, two parties cannot form a contract requiring one party to complete an illegal act nor can either party recover damages for breach of such a contract.

Other basic clauses in a contract:

Price, quantity, and delivery date

Payment terms, interest, and penalties for late payments

Warranties, remedies for defects, and returns

Indemnification, liability, and disclaimers

Lead-times and changes in orders

Governing law

Waivers

Know the Indian Contract Act of 1872

This act governs the enforcement of contracts in India.  If either party fails to perform their part of the contract, these laws provide the basis for enforcing contracts and providing damages to wronged parties. The act was passed by British Indian government in 1872. This law is based on British common law. It determines the circumstances in which promises made by the parties to a contract shall be legally binding and the enforcement of these rights and duties.

Or Consult a lawyer

If you are not well versed with the legal issues, drafting your business contract can be risky leading to much grief later. For most tech founders, law is like Greek and Latin – difficult to learn or understand. The law is made of multiple statues enacted by the legislature and is layered by the “case law” developed by the judicial system. It is complex. Therefore, it makes sense to get a lawyer to create legally enforceable templates for the different types of contracts.

Startups – new problems of governance and ethics

On March 14,2017, Chennai police arrested an Indian startup founder and CEO on charges of defrauding a supplier of Rs.17.2 million. The available information revealed that the startup had not paid one of its suppliers for its advertising services for over 1-1/2 years. When the startup announced plans to shut down (CEO called it “rebooting”), the supplier filed a “criminal complaint” against the founder CEO as well as co-founder with Chennai Police. The police was still on the look out for the co-founder who appeared to have gone underground.

The news of arrest fueled by electronic media news and blogs spread like wildfire in the startup ecosystem. Most of the opinion and claims based on half-truths, blamed the supplier for the overkill. It was believed that supplier used its political and police connections to escalate the dispute from “civil” to “criminal” in nature thereby resulting in the immediate arrest of the startup CEO. The doubts were also raised on the legality of the arrest process in view of the person arrested being CEO of a “limited liability” business. The supplier’s camp had pointed out the startup was well funded having raised its “C” round of $13.5 million only in May 2016. It was believed the startup had money but was not paying its dues – amounting to intention to cheat.

More than a hundred Indian startup CEOs across India, including the biggest startup poster boys and unicorns petitioned India’s Home Minister. They submitted a jointly signed statement pointing to the impact of such arrests and asking for fair and speedy trial. They specially talked about the dampening effect on the morale of majority of startups who anyway operated in a “not very conducive” business environment – almost bordering on being hostile. A website (help-yogi.com) was setup where the well-wishers can show some love for the CEO.

Meanwhile, the arrested CEO had been twice denied bail while his co-founder is still missing. It appeared a long haul for the CEO as the law in India took its own sweet time to dispense justice, if at all. Meanwhile a few questions arise that we must find good answers to.

One, what was wrong with the startup actions if any? There was no documentary evidence suggesting the startup disputed payment because of any performance deficiency on part of supplier. The startup CEO had only three weeks before acknowledged availability of funds and his intention to use it in new avatar after current operations were shut down (referred to as “rebooting”). Were investor VCs aware of the problem (thru their periodic reviews) and advised the CEO on it? Do VCs have a role at all in guiding the investee on corporate governance or business ethics?

Two, was the police action beyond reproach? What guided them to register a “criminal case” where most of the times payment disputes fall under “civil law”. Was there undue influence on police to take such action?

Three, were supplier’s actions proper? Was it fair to use the contacts in government machinery (as alleged) to escalate the matter and get the CEO arrested? What can frustrated small suppliers do when payments are not made to them in time as agreed or are delayed forever? Does the lax justice delivery system in India justify supplier’s unconstitutional actions – like using local politician to mediate or indulge in laughable activity of sending across voodoo dolls (as alleged)?

Finally how can we create a better business environment within the startup ecosystem despite the business and legal environment that we know exists in India? Some suggestions have been made recently such as – a credit rating agency for startups, mandatory external supervisory boards for every startup (of certain size? Only the funded ones?) and more transparency and standardization in startup operations (employment conditions, shutting down ops, sexual harassment at workplace etc.)

If you have still not got it, the situation mentioned in this blog relates to Stayzilla and Jigsaw Advertising.

Inadequate liquidity for Indian Startups

Recently was having a conversation with a Private Equity friend and was trying to explain the challenge that has captured my imagination and full attention, ie exits for software product startups in India. He felt that the data about the exit structural deficit that I was trying to point out felt too bearish to be true. My counter argument was that my intent is not to sound bearish but instead be a realist, after all acknowledgement of a problem is first step to solving one.  Post that conversation I thought should put this data out publicly so that through crowdsourcing can at the very least improve my understanding if it is off by wide margins.

2012-2016 VC vs M&A

India VC vs Exits 

India VC vs M&A


India Software Products VC  (in $m)

2012 2013 2014 2015 2016*
$801.00 $1,021.00 $4,883.00 $6,526.00 $2,419.00 $15,650.00
147 123 173 330 223 996

India Software Product M&A  (in $m)

2012 2013 2014 2015 2016*
$205.00 $308.00 $799.00 $1,350.00 $1,339.00 $4,001.00
43 39 59 137 113 391

Source iSPIRT M&A Report https://www.slideshare.net/ProductNation/india-technology-product-ma-industry-monitor-an-ispirt-signalhill-report?ref=http://startupbridgeindia.com/

Israel VC vs Exits 


Israel Software Product VC  (in $m)

2012 2013 2014 2015 2016*
$1,878.00 $2,404.00 $3,422.00 $4,307.00 $4,775.00 $16,786.00
567 667 684 706 659 3283

Israel Software Product M&A (in $m)

2012 2013 2014 2015 2016*
$8,149.00 $3,704.00 $4,493.00 $6,462.00 $6,782.00 $29,590.00
74 81 109 98 86 448

Source IVC Report, http://www.ivc-online.com/Portals/0/RC/Survey/IVC_Q4-16%20Capital%20Raising_Survey-Final.pdf

Above data indicates that Israel was able to generate 1.8X of the money that went in while in India in the same period it was 0.2X. The right comparison is exits from 2012-2016 with VC investments from 2005-2009, iSPIRT report does that comparison but results are even less encouraging.

Exits follow a power law distribution, however in India it seems like a power law’s power law.

Not only is the volume of exit a challenge but also the structure, any ecosystem exits follow a typical power law. For every $1 bn exit, there are ten $100m deal, for every $100m there are hundred $10m deals.

Top 7 deals in India account for ~$2.5b of the $4b in exit. About 250 of 391 deals total a deal volume of $97m which means the size of an acqui hire i.e in long tail is about 0.5m, which is inadequate even for an angel investor (in other ecosystem long tail is >$10 m, hence being referred to as power’s law power law). Lack of many $10-100m deal means there is a missing middle of the long tail.

Source iSPIRT M&A Report https://www.slideshare.net/ProductNation/india-technology-product-ma-industry-monitor-an-ispirt-signalhill-report?ref=http://startupbridgeindia.com/

Anything in the data above that does not feel kosher  ?

 

iSPIRT M&A Connect program takes a multiyear view to design interventions that can address the middle and long tail of the market coordination challenge.