India: Financing Options Available For Startup Companies In India

Finance is the life blood of any business. In case the venture is self-funded there can be no better option than that. However, a Startup is mostly the result of a novel idea that is the brainchild of its founder(s) and often than not funds are always a challenge.

For a first time business man the world of funding seems complex and challenging. Financing is generally of  two types i.e. (a) equity financing; or (b) debt-financing;

A. Equity Financing

Startups are usually equity financed/funded by way of angel investors and/or venture capital/ private equity investors.

  1. Venture Capitalist/Private Equity

    Venture capital ("VC") / Private Equity ("PE") is often the first large investment a startup can expect to receive. Convertible instruments are usually the preferred option and most commonly used securities for VC/PE investment which includes compulsory convertible preference shares and compulsory convertible debentures. The investor and startup will normally enter into a non-binding offer based on the preliminary valuation of the startup usually followed with a financial, legal and technical due diligence on the startup as required by the investors. Upon completion of due-diligence to the satisfaction of investor such investments involve execution of essentially following transaction documents between the investors and startups:

    1. Term Sheet / Letter of Intent /Memorandum of understanding; Set out the following:

      • basic commercial understanding between the VC and the startup; and
      • legal terms for the agreements to follow the due-diligence;
    2. Share Subscription Agreement/ Debenture Subscription Agreement; Usually captures the followings:

      • the issuance of shares in the share capital or debentures at subscription amount determined based on the valuation of the startup;
      • condition precedents to completion of transaction or conditions subsequent to be completed within the agreed time frame after the completion date;
      • sets of representation and warranties and indemnification resulting from due-diligence exercise or otherwise, etc. 
    3. Shareholders' Agreement; Usually provides for the following:

      • Nomination/representation rights on the board of investee;
      • Information and reporting right and disclosure obligation of investee to the investors;
      • Redemption rights on debenture or preference shares;
      • Pre-emption rights, Right of First Refusal or Right of First Offer, Tag Along Right, Drag Along Rights, Lock-in-period for the investor or promoter's holding, put and call options, affirmative vote rights on  certain reserved matters, anti-dilution provisions;
      • Exit options to investors after the lock-in-period; etc.
    Due-diligence will help the investors to finalize the representation and warranties and also to identify conditions precedents to the completion of investments and conditions subsequent in the aforesaid transaction documents.
  2. Angel Investors

    Angel investors are usually individuals or a group of industry professionals who are willing to fund your venture in return for an equity stake. Under the SEBI (Alternative Investment Funds) Regulations, 2012 which was subsequently amended in 2013, SEBI has made the following restrictions applicable to angel funds investing in an Indian company:

    1. An investee company has to be within 3 years of its incorporation, not listed on the floor of a stock exchange, and should have a turnover of less than INR 250 million and not be promoted by or related to an industrial group (with group turnover exceeding INR 3 billion).
    2. The deal size is required to be between INR 5 million and INR 50 million. Separately, it is required that an investment shall be held for a period of at least 3 years.

B. Debt Financing

  1. Loan from Banks & NBFCs

    Loans from banks and NBFCs help finance the purchase of inventory and equipment, besides securing operating capital and funds for expansion. More importantly, unlike a VC or angels, which have an equity stake, banks do not seek ownership in your venture. However, there are several drawbacks of such funding option. Not only do you pay interest on loan but it also has to be done on time irrespective of how your business is faring. They require substantial collateral and a good track record, besides the fulfilment of other terms and conditions and a lot of documentation as follows:

    1. Application for loan sanction by borrowers;
    2. Issue of sanction letter by the Bank;
    3. Agreement of Loan;
    4. Security/collateral documentation, such as (i) Deed of Mortgage; (ii) Deed of Hypothecation; (iii) Deed of guarantee; (iv) Share pledge agreement; (v) Memorandum of Entry; etc. 
  2. External Commercial Borrowings

    External Commercial Borrowings (ECB) in form of bank loans, buyers' credit, suppliers' credit, securitized instruments (e.g. non-convertible, optionally convertible or partially convertible preference shares, floating rate notes and fixed rate bonds) can also be availed from non-resident lenders to fund the business requirement of a company. ECB can be accessed under two routes, viz., (i) Automatic Route; and (ii) Approval Route depending upon the category of eligible borrower and recognized lender, amount of ECB availed, average maturity period and other applicable factor.

    ECB raised has also certain end use restrictions such as that it cannot be used for (a) on lending or investment in capital market; (b) acquiring a company in India; (c) real estate sector etc. Under ECB also the borrower needs to create certain charge on immovable assets, movable assets, financial securities and issue of corporate and / or personal guarantees in favour of overseas lender / security trustee, to secure the ECB raised by the borrower, subject to compliance of certain conditions as prescribed under ECB guidelines framed by Reserve Bank of India. The documentation on similar lines as mentioned under bank loan section above will need to be executed. 
  3. CGTMSE Loans

    Under the Credit Guarantee Trust for Micro and Small Enterprises scheme launched by Ministry of Micro, Small & Medium Enterprises (MSME), Government of India to encourage entrepreneurs, one can get loans of up to 1 crore without collateral or surety. Any new and existing micro and small enterprise can take the loan under the scheme from all scheduled commercial banks and specified Regional Rural Banks, NSIC, NEDFi, and SIDBI, which have signed an agreement with the Credit Guarantee Trust.

C. Once the startups achieve stable operations and revenue flows, it may consider the following option to raise the funds or increase the magnitude of the business operations:

  1. Initial Public Offering

    During the IPO, the Company raises funds by offering and issuing equity shares to the public. An IPO allows a company to tap a wide pool of stock market investors to provide it with large volumes of capital for future growth. The existing shareholding will get diluted as a proportion of the company's shares. However, existing capital investment will make the existing shareholdings more valuable in absolute terms. Companies can also issue of American Depository Receipts ("ADRs") or Global Depository Receipts ("GDRs") to raise funds from international stock investors. The promoter has certain obligations such as (a) meeting minimum contribution requirements; and (b) is generally subject to a 3 year lock-in once the IPO is concluded.

    Various parties such as investment bankers, underwriters and lawyers need to be engaged as part of procedure of IPO.

D. Unconventional Modes Of Financing Options Which Are Now Becoming Popular In India:

  1. Crowd Funding

    This is recent phenomena being practiced for getting seed funding through small amounts collected from a large number of people (crowd), usually through the Internet. Now we have companies existing in India which are specializing in "Crowd Funding". 

    The entrepreneur can get money for his venture by showcasing his idea before a large group of people and trying to convince people of its utility and success.

    Wishberry.in and Catapooolt are a few among many such forums operating / present in India. The entrepreneur needs to put up on a portal his profile and presentation, which should include the business idea, its impact, and the rewards and returns for investors. It should be supported by suitable images and videos of the project.

    SEBI in 2014, even rolled out a 'Consultation Paper on Crowdfunding in India' proposing a framework in the form of Crowdfunding to allow startups and SMEs to raise early stage capital in relatively small sums from a broad investor base. The Consultation Paper defined Crowdfunding as solicitation of funds (small amount) from multiple investors through a web-based platform or social networking site for a specific project, business venture or social cause. However SEBI till now has not issued any further regulations in this regard.
  2. Incubators

    These set-ups precede the seed funding stage and help the entrepreneur develop a business idea or make a prototype by providing resources and services in exchange for an equity stake ranging from 2-10%. Incubators offer office space, administrative support, legal compliances, management training, mentoring and access to industry experts as well as to funding through angel investors or VCs.

    These are usually government-supported institutes like the IIMs or IITs, technical institutes or private business incubators run by industry veterans or companies. The incubation period can be 2-3 years and admission is rigorous. Some of the top options in India include IIM-Bangalore NSRCEL, Microsoft Accelerator and IIT-Kanpur SIIC and the famous Sriram College of Commerce (SRCC).

© 2015, Vaish Associates, Advocates,
All rights reserved with Vaish Associates, Advocates, 10, Hailey Road, Flat No. 5-7, New Delhi-110001, India.

The content of this article is intended to provide a general guide to the subject matter. Specialist professional advice should be sought about your specific circumstances. The views expressed in this article are solely of the authors of this article.

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Authors
Vinay Vaish, Partner, Vaish Associates Advocates
 
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