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Disciplining The Not So Angelic, Angel Tax

If you are an entrepreneur, investor, or simply interested in the start-up sector, then you already know that Angel Tax is the buzzword right now.

Based on a law that was introduced in the 2012 budget by Mr Pranab Mukherjee, the rule aimed to target money laundering through high share premium. But unfortunately, the same provision is today attacking startups for their “high” share premiums and treating the difference between book value and DCF (Discounted Cash Flow) projections as income taxable at 30%. (For those interested in a more in-depth study of the provision and associated rulings can check out this article.

Thus, a law to penalize shell corporations and sham transactions are now being used against startups employing tens of people and generating value for the community.  Valuations are usually based on a startup’s future potential for growth and revenue and using book value, a method that’s better suited to asset-heavy manufacturing industries, is like measuring time in light years – it sounds right but is blatantly inappropriate

Hence the problem. This section hasn’t kept pace with the other anti-laundering and anti-abuse measures instituted by law and has become a blanket provision with little opportunity for a Startup to distinguish itself from a fake business. It also specifically discriminates against domestic investments thereby discouraging both investors and startups from accepting investments from Indian residents.

Latest changes, notified just yesterday, provide some way out for certain startups. However, this is a partial solution to a much larger problem, the CBDT needs to solve for the basic reason behind the cause of Angel Tax to be able to give a complete long-term solution to Indian Startups.

While the share capital and share premium limit after the proposed issue of share is till 10 crores and helps startups for their initial fundraising, which is usually in the range of Rs 5-10 Cr. Around 80-85% of the money raised on LetsVenture, AngelList and other platforms by startups is within this range, but the government needs to solve for the remaining 15-20% as startups who are raising further rounds of capital, which is the sign of a growing business, are still exposed to this “angel tax”. Instead, the circular should be amended to state that section 56(2)(viib) will not apply to capital raises up to Rs 10 Cr every financial year provided that the startups submit the PAN of the investors.

The notification also introduces the concept of an “accredited investor” into the startup ecosystem, which is an acknowledgement of the role that domestic investors play. Globally, an accredited investor tag is given to sophisticated investors investing in risky asset classes to denote that they acknowledge the risks associated with such investments and that they have the financial ability to do so. But instead of fulfilling both criteria of income and net worth, they should follow the global model of fulfilling either criteria and lowering the threshold to 25 lakhs of income or a net worth of Rs 1 crore. Their investment into startups should be excluded from the scope of section 56(2)(viiib). As a process mechanism if the CBDT could put in place a simple once a year mechanism for the Investor to submit his returns and giving him a reference number valid for the financial year, this will enable him to invest in more startups in the year without the need to get permissions every time the investor invests his funds.

Most importantly, any startup who has received an assessment order under this section should also be able to for the prescribed remedies and submit this during their appeal. They should not be excluded from this circular since its stated scope is both past and future investments. The CBDT should also state that the tax officers should accept these submissions during the appeals process and take it into consideration during their deliberation.

So, to summarise:

  • The angel tax should not apply to any investment below Rs 10 crore received by a startup per year, from Indian investors provided that the startup has the PAN of the investors
  • The angel tax should not apply to investors who have registered themselves with DIPP as accredited investors, regardless of the quantum of investment
  • The threshold stated should be either a minimum income of Rs 25 lakhs or a net worth of at least Rs 1 crore
  • Any startup who has received an assessment order should be able to seek recourse under this circular during their appeal

Through this circular, DIPP has reaffirmed its commitment to promoting entrepreneurship and startups in India. With these suggestions, the spectre of the “angel tax” will end up as a footnote in the history of the Indian startup ecosystem. We look forward to these pending matters

Start up India, Stand up India.

The post is authored by our policy experts, Nakul Saxena and Siddarth Pai.

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White Paper On The Analysis Of High Share Premium Amongst Startups In India

“High share premium is not the basis of a high valuation but the outcome of valid business decisions. This new whitepaper by our iSPIRT policy experts highlights how share premia is a consequence of valid business decisions, why 56(2)(viib) is only for unaccounted funds and measures to prevent valid companies from being aggrieved by it”

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Action Plan for increasing M&A opportunities for Indian product startups

Indian product companies punch below their weight. Despite huge innovation and rising entrepreneurship, most Indian product companies are invisible on the global map. The reasons are many, but a big one is the lack of meaningful exits for companies that actually create value in their product markets. This paper focuses on a plan to address this gap.

The iSPIRT position paper of March 2013 identified several issues that need to be addressed to improve M&A activity in the US-India corridor. While discussions with the Product Nation community members strengthened the propositions made, we needed to get a buyer’s perspective before formulating an action plan. This led to an Executive Brainstorming Session with several prolific technology leaders and acquirers from Silicon Valley.

The brainstorming session at Palo Alto, CA on May 21, 2013 had broad participation from across the tech industry and was attended by M&A professionals and senior executives from Autodesk, Cadence, IBM, Intel, NTT Docomo, Facebook, Paypal/Ebay, VMware, and Walmart Labs. The iSPIRT team also had a private meeting with the head of M&A at Oracle. Representatives from Cisco and BMC could not be present due to last-minute issues.

On May 22, the iSPIRT team met with the CEOs of about 20 Indian startups, most with some presence in Silicon Valley to gain better access to their markets and customers. This meeting further stressed the need for improving M&A exits for startups, particularly for those that lack strong US VC backing. There was unanimous agreement within this CEO group that improving company readiness, visibility and access to potential acquirers would go a long way in planning successful exits. Inputs from this meeting have been included below.

iSPIRT M&A Connect Action Plan 2013 Version 2

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May 2013 be the year for Systematic Innovation in India

If 2012 saw a lot of buzz in India about Jugaad thanks to the Radjou/Prabhu/Ahuja bestseller, I am really hoping that 2013 will restore the balance towards systematic innovation. Indian companies need systematic innovation more than they realize because their challenges are different from the ones that multinationals face.

Why are Indian Companies afraid of Systematic Innovation?

Among Indian entrepreneurs, even in large business houses, the fear of systematic innovation is that it will hamper them from being opportunistic, and prevent them from being agile and quick. They point to multinationals who lose out to nimble local competitors, such as a Nokia being eclipsed by a Samsung.

But I wonder whether it’s fair to attribute the travails of large multinationals to their systematic innovation processes. It’s well known that as companies become large, they tend to become more focused on predictability and efficiency than on disruption or innovation. They tend to get more obsessed with “what analysts will say” than what is right for their company. And, they tend to get more bogged down by the “dominant logic” of what made them successful in the past rather than what will help them succeed in the future.

There are several recent examples that corroborate these observations: Nokia had developed touch screen phones well before the Apple iPad made them the “next big thing.” Kodak, which recently filed for bankruptcy, was one of the pioneers of digital photography technology but allowed other companies to take over that space. These examples suggest that risk aversion and “prediction disability” (and not systematic innovation processes!) prevented these otherwise iconic companies from capitalizing on their innovations.

Once you go even slightly higher up the technology ladder, systematic innovation becomes inevitable for success. Consider any of the companies that I wrote about in the last year – 3M, possibly the most innovative company of all times; IBM, still a powerhouse of innovation with more than 6,500 US patents granted in calendar 2012; or Cisco, one of the first multinationals to create a world class product end-to-end from India. Or Indian companies like Titan, whose disciplined efforts to build innovation capabilities ground up from the shopfloor have resulted in huge savings of time and precious metals; and Eureka Forbes, whose efforts to commercialize the best technologies in water purification have resulted in Amrit, a process that tackles even bio-organisms. None of these companies could have achieved even a fraction of these results without following systematic approaches to innovation.

I believe that systematic innovation has got a bad press because it has been confused with the dynamics of decision-making in large organizations. A clearer understanding of what systematic innovation is, and what it’s not, should establish why embracing systematic innovation will help rather than hinder innovation.

What Systematic Innovation Is…

An approach to innovation that enhances the number of ideas being generated and considered so as to improve the odds of innovation success. [Research shows that it often takes more than 300 ideas to result in one successful product.]

Greater, structured connections with users/customers and other stakeholders to help align innovation with market needs. [Remember my article on why the Tata Ace was much more successful than the Tata Nano?]

A focus on experimentation and testing to check out assumptions, refine and reinforce ideas, and make innovations more robust and scalable.[Remember the motto of IDEO, the leading design firm: “Enlightened trial & error succeeds over the planning of the lone genius.” With enhanced user aspirations, the “integrity” of any innovation as reflected in the experience of the user is essential to innovation success. Innovation is much more than ideation, it is about execution to provide sustained benefits to users/customers. When a company like Apple puts an inadequately tested map utility on its latest iPhone, or Tata Motors fails to address safety issues adequately in pre-launch testing as appeared to happen with the Nano, an otherwise high potential innovation loses its sheen. As does an e-commerce site when it doesn’t support all browsers!]

Leveraging the power of many rather than depending on the intelligence of the few. [Open source software development has demonstrated the power of harnessing the wider community in product development. Open source methods are now being extended to challenging domains such as drug development. And companies like P&G and Eureka Forbes have shown that open innovation can be a source of unusual ideas.]

And What its not…

Systematic innovation does not necessarily mean huge investments in R&D. In fact, studies have repeatedly shown that the most effective innovators are not those who spend the most on R&D. As consulting firm Booz showed in their 2006 innovation report, effective innovators excel at processes like ideation, project selection, and commercialization, all part of the systematic innovation process!

Systematic innovation does not mean doing basic research or trying to pioneer new technologies. Firms like Titan Industries have shown that systematic innovation works very effectively even with improvements in traditional jewellery manufacturing processes.

Systematic innovation does not necessarily mean long drawn innovation cycles. Effective innovators find low-cost and quick ways of experimenting that help them test ideas and assumptions rapidly. They try to do what A.G. Lafley calls “Doing the last experiment first” – test the assumptions that will have a critical bearing on innovation success or failure early so as to avoid going down tracks that lead to nowhere.

2013: The Year of Systematic Innovation?

Indian companies need to embrace systematic innovation so as to capitalize on their innate abilities of intuition and market sensing. Vinay Dabholkar and I hope that 2013 will be the year for systematic innovation in India. May systematic innovation go viral! Our own contribution towards this will be released soon – watch this space for more details!