RBI allows convertible notes for Startups from foreign sources

As part of policy hacks, we covered the issue of Convertible notes being recognized by Ministry of Company affairs (MCA) in our earlier blog here.

For benefit of users to start, the convertible note has been explained below.

What is a convertible note?

Convertible notes are debt instruments that converts in to equity, at a later date. The lender initially gives a loan with an understanding that he can convert these in to equity. In most cases, this later date is the date of next valuation of the company. If there is no next round of valuation, the company should return the debt back to lender in a fixed time interval.

Convertible notes are quite popular in startup ecosystems like Silicon Valley in USA.

Earlier Ministry of corporate affairs has announced acceptance of the convertible note as a concept for startups through a circular no. G.S.R. 639(E) New Delhi, dated 29th June, 2016.

The announcement by RBI is a development further to the above given MCA circular.

How does new RBI provision help startups?

Foreign investors were allowed, foreign direct investment (FDI) by way of equity and other instruments that were at par with equity e.g. compulsorily convertible preference shares/debentures. Convertibles notes were not allowed till now.

Reserve Bank of India (RBI) notification of 10 January 2017 has amended the Foreign Exchange (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000, to allow ‘Startups’ to issue convertible notes to foreign investors.

This opens new avenues for ‘Startups’ to raise funding.

iSPIRT volunteer Sanjay Khan Nagra, covers the RBI announcement on Convertible Notes here in the video below.

The complete circular is given here  on RBI website.

Other provisions in the new RBI notification explained

Convertible note has been defined in the notification

‘Convertible note’ means an instrument issued by a startup company evidencing receipt of money initially as debt, which is repayable at the option of the holder, or which is convertible into such number of equity shares of such startup company, within a period not exceeding five years from the date of issue of the convertible note, upon occurrence of specified events as per the other terms and conditions agreed to and indicated in the instrument.

Who can invest and how much?

A person resident outside India (other than an individual who is citizen of Pakistan or Bangladesh or an entity which is registered / incorporated in Pakistan or Bangladesh), may purchase convertible notes issued by an Indian startup company for an amount of twenty-five lakh rupees or more in a single tranche.

NRIs may acquire convertible notes on non-repatriation basis in accordance with Schedule 4 of the Principal Regulations.

What is a Startup?

For the purpose of this Regulation, a ‘startup company’ means a private company incorporated under the Companies Act, 2013 or Companies Act, 1956 and recognised as such in accordance with notification number G.S.R. 180(E) dated February 17, 2016 issued by the Department of Industrial Policy and Promotion (DIPP) , Ministry of Commerce and Industry.

Govt. approval required for some sectors?

A startup company engaged in a sector where foreign investment requires Government approval may issue convertible notes to a non-resident only with approval of the Government.

Inwards remittance of amount?

A startup company issuing convertible notes to a person resident outside India shall receive the amount of consideration by inward remittance through banking channels or by debit to the NRE / FCNR (B) / Escrow account maintained by the person concerned in accordance with the Foreign Exchange Management (Deposit) Regulations, 2016, as amended from time to time.

Provided that an escrow account for the above purpose shall be closed immediately after the requirements are completed or within a period of six months, whichever is earlier. However, in no case continuance of such escrow account shall be permitted beyond a period of six months.

Convertible notes are transferable

A person resident outside India may acquire or transfer, by way of sale, convertible notes, from or to, a person resident in or outside India, provided the transfer takes place in accordance with the pricing guidelines as prescribed by RBI. Prior approval from the Government shall be obtained for such transfers in case the startup company is engaged in a sector which requires Government approval.

Compliance and reporting

The startup company issuing convertible notes shall be required to furnish reports as prescribed by Reserve Bank.

Protect your Enterprise Network from infected BYODs – A disruptive product from i7 Networks

Manjunath Gowda (Manju), CEO if i7 Networks, shares his experiences of starting up a products based company, ground up from India. In this freewheeling chat, he discusses on various topics ranging from branding the products, managing investor relationships to seeking IP protection for products offered in a niche, evolving marketplace. Read on…

What was the motivation for you to start i7, a product based company?

The decision to start i7 actually was spurred due to a comment from a CEO of a multinational company. While in discussion with him in the valley, he seemed to indicate we folks from India would never be able to run a product company successfully out of India specifically in networking. While his comment pricked me instantly, I took time to objectively reflect on his observations. After analysis, it occurred to me that I could prove him wrong – since I figured out that we had all ingredients to build one and sustain it too. Besides this, I had just then successfully sold off my previous venture. I was looking at doing something more exciting. All of these converged, and so i7 Networks came to be.

You have chosen to build products in the Internet security space, and specifically addressing the BYOD challenges. Can you explain the reasons behind choosing this segment?

First, the Internet security space is the most volatile and evolving area that businesses need to deal with. Hence there is lot of opportunity to offer disruptive products and services, to meet diverse security needs of enterprise customers. The emerging challenge these days is due to change in the nature of threats. Earlier, most products and solutions were geared towards dealing with threats emanating from sources external to the enterprise. Now, enterprises are grappling with the damage that could be potentially caused due to the internal threats – ones that emerge from within the organization. BYOD is an easy entry point that could cause this. So, we chose to focus on providing products and solutions addressing this area.

How do you differentiate your offering with other players in your field? What are your strategies to achieve competitive advantage?

Our product is disruptive in the segment. Traditional vendors and competition is focused on deploying an agent on to every device that needs to connect to the network in order to discover and manage security threats. We have completely inverted this proposition – and are offering a purely agent-less and zero latency based solution. This means that users won’t in any way be disturbed as they connect their devices to the network and work. The IT policies in enterprises are increasingly being influenced by end users in the company these days. We plan to effectively leverage this shift in the decision making patterns of the IT companies and use it to our advantage.

Since you are offering an unconventional product, what steps are you taking to market your product, so that it is viewed favorably by prospective customers?

The folks in the line of business readily can see the benefits and advantages that our product brings to the table. However, to ensure that we have buy-in from all stakeholders in the enterprise, it is important to make them aware of our product and our strengths. Hence, brand building has become an important activity for us. We do it by positioning ourselves as the thought leaders in the BYOD security space. We are active on all the related forums on BYOD security; we publish and provide insights on BYOD security regularly in leading worldwide magazines, blogs. We are present in all leading conferences on this topic. These have helped us to gain visibility to a large extent. We are seeing some early successes. You should note also that we have not spent much by taking this course to market our product.

Second, recent developments in the world, especially the programs like PRISM from the US government have actually helped us open up new markets and opportunities. A lot of developing countries are now seriously considering evaluating indigenous security solutions rather than depending on MNC based vendors. This is one development which we plan to leverage effectively. In this regard, we are coming up with an alliance of likeminded security solution providers from the developing economies. We intend to form a common forum and through it, we want to engage with governments of emerging countries.

I would imagine that channels are an important aspect of you reaching out to the market. What has been your key learning, working with them?

Dealing with channel partners who operate in services space is entirely different on how one would work with channel partners in the products space. Having come out fresh from selling my services venture, I had a lot to unlearn in this aspect, and learn new ways of dealing with products selling channel partners. In the products space, the channel partners will listen to you only if you can help them solve today’s problems, or if you can solve a real need in the market that has not yet yielded satisfactory outcomes. As always, relationship and transparency builds in trust – and so, we have been able to rope in credible channel partners in East Asia, Europe and US.

I notice that you have repeat investors, even when the nature of your current company is vastly different from your earlier one. In this context, I would like to know what it takes for one to build sustainable relationships with your investors.

I guess being honest and being punctual with my investors helped me a lot. I respect human relationship without expecting anything from them.So, when I need anything it becomes easy to ask something. This is what I think has led to sustained faith being imposed by my investors on my ventures and plans.

You have taken steps to protect your IP by filing patents. Tell us your experiences as you filed your first patent?

I was completely naïve on the aspect of IP for my product. However, when I visited my friends in the Bay Area and discussed my product and its features with them, all of them educated me on the value of protecting my IP, especially given the disruptive nature of the offering. They forced me to file for a patent ASAP. Having done that, and after spending more time with them understanding the nuances and benefits of filing patents, I realize the merits of doing so. I would urge all product entrepreneurs to consider this seriously, especially when your product idea is in a niche, underdeveloped marketplace.

You have used media/PR effectively in both of your ventures. What tips do you have for product entrepreneurs in India regarding these activities?

In India, we tend to focus a lot on engineering/product development aspects, at the expense of other key and important aspects such as positioning and selling your products. One should realize that marketing your product is of paramount importance. Media and other online mechanisms such as blogs, online magazines etc are a great way to reach a wider set of audience. The key thing is to not do these activities in spurts, but as a regular habit. Results from these activities cannot be achieved overnight – it takes time, and a lot of hard work, patience and perseverance. You need to establish yourself as the go to person in the area of the product / offering. You also have to be honest and genuine in your views and opinions. This is how you can build credibility. In summary, never take your foot off the marketing pedal is what I would say.

Q&A with Startup ArrayShield’s CEO

Editor’s note: Two brothers co-founded ArrayShield Technologies in Chennai, India, in 2010 to provide a two-factor authentication product for secure access to corporate data. We interviewed co-founder and CEO Pavan Thatha about lessons learned thus far as a startup in the security space. This article is brought to SandHill readers in partnership with ProductNation.

SandHill.com: Please describe your product and how it provides business value for your customers. 

Pavan Thatha: ArrayShield’s flagship offering is an innovative pattern-based, two-factor authentication (2FA) product for enterprises to protect against Identity theft and other hacking attacks. ArrayShield’s patent-pending technology is backed by extensive research done by my brother Rakesh, who is the co-founder and CTO of ArrayShield. 

Password is one of the most outdated forms of basic security. Relying on mere password strength to grant access to an organization’s customer, business, prospect and financial data in an environment of high competition is very risky for businesses.

Our 2FA solution leverages visual patterns that users can remember and a card that can be carried in a user’s pocket. Our innovative solution ensures only authorized users are allowed to access key applications and IT resources, thus offering productivity and flexibility along with security to our customers. Our product easily integrates with most of the applications and technologies such as VPN to ensure connectivity and access along with security. And it’s affordable, easy to deploy, use and manage. 

SandHill.com: How did your company originate? 

Pavan Thatha: I always wanted to be an entrepreneur. I spent a few years early in my career getting an understanding of how the software industry operates. Once I got a good understanding of various aspects of the technology business, I decided to start. My brother Rakesh meanwhile had been spending a lot of time researching the information security space, which is his passion. He hit upon a very simple but effective idea of replacing obsolete password-based authentication with an alternative pattern-based authentication that provides a very high level of security against modern hacking attacks. We decided to take the plunge of starting up ArrayShield to commercialize his innovative 2FA idea. 

SandHill.com: Please describe an aspect of your company’s business that has been frustrating and how you worked through the challenge. 

Pavan Thatha: Our major challenge in the initial days was to convert the interest from prospects to get an order and get them to use our product. Being in a sensitive area of authentication and security, very few were ready to experiment with a new product.

To address this challenge, instead of building a full-feature product, we developed the product with minimal features that are highly stable and secure. We worked very closely with our initial prospects and took a consultative approach in building their confidence that our product is highly stable and secure. Once they got the confidence on our product, they implemented to a limited number of users followed by rollout to a larger user base.

Read the complete post at Sandhill.com