Category: Startups

  • Selecting the right form of entity to do business in India

    Selecting the right form of entity to do business in India

    India of the 21st century is a dream for any aspiring business owner.

    There are many different ways and forms of entity to do business in India, because of which people who are interested to start their own business may get confused regarding which type of entity to choose. Hence, to remove the confusion regarding the types of entity to choose, let us discuss the tax and legal compliances that different type of entities have to follow, giving the intended user the proper view, by which he will be able to decide which form of entity will suit best for him.

    First let us see the types,

    The types of entities generally used to start a business are:-

    1. Sole proprietorship

    2. Partnership firm

    3. Limited Liability Partnership (LLP)

    4. Private limited company

    Sole proprietary concern:-

    Sole proprietary concern is a business organization which is owned, controlled and managed by a single person.

    It is a business which is operated at a small scale and hence the rules and regulations relating to sole proprietorship are minimal as compared to other forms of businesses.

    To start a sole proprietary firm, the incorporation expenses are very low and less time consuming.

    The liability of the proprietor is unlimited (means liability can go up to personal assets).

    There is no requirement of initial capital in this case, being a sole owner results into very low scalability.

    Proprietary firm is eligible to get registration for ESIC (Employee State Insurance Corporation), EPF (Employee Provident Fund), shops and establishment registration, but on the other hand he is not eligible for benefits under the startup scheme. Sole proprietary firm is eligible to be registered under MSME development Act 2006 (Micro, Small and Medium enterprises).

    There is no prescribed limit as to registration of sole proprietorship under GST but registration will be required as per the basic limits of GST (for e.g. when sales of goods exceeds ₹40lakhs or interstate supply and such other rules).

    The proprietor is under no obligation for statutory audit, but he will be required to do tax audit if turnover exceeds 1 crore in the previous year, in case transactions is > 95% are non-cash (online) than the limit is increased to 10 crores.

    The entity can get registered under presumptive taxation i.e. tax payable at lower rates (i.e. 8%/6%) if the turnover is within the prescribed limit, if not covered under this, than tax payable as per slab rates for the business as well as the owner of the entity.

    A proprietor will not be willing to withdraw salary for himself as he can reinvest the same to grow the business, however, drawings are allowed.

    Hence, sole proprietorship is good in terms of compliance, low cost and time for incorporation but in this growth is the constraint.

    Partnership firm –

    A partnership firm is governed by Indian Partnership Act 1932, where two or more people come together to start a partnership firm, and these people are known as partners.

    Partnership can be of 2 types-

    1. Registered partnership firm; and

    2. Unregistered partnership firm.

    It is easy to form a partnership firm as the legal compliances are less as compared to company. The growth of the firm is very limited. Every partner shall bring capital into the firm for the initial capital requirement.

    The liability of the partners in the partnership firm is unlimited (means it can extend to their personal assets). Same as sole proprietary, partnership firm can also get registration under ESIC, EPFO, and shop and establishment, Micro, Small and Medium enterprise (MSME) Act 2006 and will also be eligible for benefits of startup scheme if it is an eligible startup as prescribed.

    GST registration is not mandatory to partnership firm but it is decided upon the limits on turnover as per the GST Act 2017. There is no requirement of audit to a partnership firm but tax audit will be applicable if turnover exceeds 1 crore in previous year but, if the aggregate turnover >95% is non cash than the limit will be 10 crores. It can apply for presumptive taxation if the amount is lower than the prescribed limit.

    The tax rate applicable to a firm is 30% and if Turnover greater than 1 crore than surcharge of 12% and health and education cess of 4 %, the total of which comes to 34.944%

    Remuneration to the partners in the firm is subject to a limit as per the Income-tax Act 1961 and the same will be allowed as deduction to the partnership firm and some more benefits on tax deduction are allowed to the registered firm. The remuneration and such other incomes received (except for profit) from the firm will be the taxable in the hands of partners.

    Limited liability partnership –

    Limited liability partnership is a kind of corporate version of a partnership firm.

    The big change is, the liability of the partner is limited to the extent of contribution and cannot extend to their personal assets. The LLP is a separate legal entity different from its members.

    The firm requires initial funds for incorporation and various other activities which is bought by the partners. LLP has great potential and as a result the growth in this type of firm is higher than the previous two types, though the incorporation expenses are relatively higher.

    LLP can get benefits of startup scheme as it is eligible to be one. It can get registration under ESIC, EPFO, Professional tax, shops and establishment also it can get registered under MSME ACT by fulfilling the necessary condition. There is no specific law for LLP under GST hence, no compulsory registration, but if it crosses the prescribed limit than registration is necessary.

    The expense for compliance of law, annually is a bit higher than the other two mentioned above, it shall have to conduct statutory audit if its turnover is greater than ₹ 40 lakhs in a year. Tax audit will be applicable similarly as above (will be applicable if turnover exceeds 1 crore in previous year but, if the aggregate turnover >95% is non cash than the limit will be 10 crores.). LLP cannot opt for taxation under presumptive basis as it is specifically removed from the sectionand has tax at a rate similar to that of a partnership firm i.e. 34.944%.

    Hence, LLP is a firm where the expenses for incorporation and such other for compliance are higher than the two previously mentioned but it is also better than those two in many terms.

    Private limited company –

    A private limited company is an entity incorporated for the purpose of doing business. The process of incorporating a company is comparatively expensive as well, that is why to pay the expenses it requires initial capital. It is one of the most popular type of entity to do business in India and every year thousands of companies get incorporated. The liability of members of a private limited company is limited to the extent of shares held by them. Being a company it enjoys perpetual succession and can raise funds through various kind as a result of which it can expand its business very well.

    In private limited company there is one type i.e. One Person Company (OPC), so OPC is again a kind of sole proprietorship but in the form of company and has a nominee. This type of company is suitable for small business, lack of management skill as one person cannot be good at all part of business all these acts as growth constraint. The compliance of an OPC is minimal as compared to a private limited company

    A company can get registered in EPFO, ESIC, Shops and establishment, professional tax and such other things as it will employee people, it becomes necessary to get registered under such funds, have its own bank account, GSTIN if required. A private company can get registered under MSME act and can also avail benefits under Startup scheme.

    A company has to comply with various rules such as appointment of auditor, annual ROC filling, Board meeting, annual general meeting if applicable, tax audit, maintenance of records for the period prescribed. It cannot opt for presumptive taxation, as the LLP and a Company are specifically removed from the section. Income tax rate applicable for a company is 25.168% as per sec 115BAA and 17.16% as per sec 115BAB. There is no restriction on amounts of remuneration to owners and at the same time it is deductible to the company, but it will be taxable to the owner (salary, dividend received and such other amounts as prescribed)

    To conclude, there is no one-size-fits-all approach. The right type of entity depends on the type of business, scalability, capital etc!

    It is best to seek professional advise on structuring the entity before incorporating the business.

    ***

    Should you require any further information or clarification, please get in touch with us at contact@vprpca.com

  • IPO pricing by loss making companies – Reactive policymaking 101

    IPO pricing by loss making companies – Reactive policymaking 101

    Ever wondered how the shares of loss-making companies are priced?

    Well yes, seems like SEBI has started wondering too.

    But not before these huge IPOs have caused massive losses to the public.

    Zomato is near its issue price, Paytm has eroded 2/3rds of investor wealth, so on and so forth.

    Last Friday, the securities market regulator has come out with a consultation paper to tackle the issue of pricing of such IPOs.

    First – what is currently being done?

    At present, only few ratios like Earnings Per Share (EPS), price to earnings, return on net worth etc are required to be disclosed.

    What is the problem identified by SEBI?

    They say that these parameters are typically descriptive of companies which are profit making and do not relate to a loss-making firm.

    What does the consultation paper propose?

    In addition to the current ratios, additional disclosures of Key Performance Indicators (KPIs) to be made-

    – relevant KPIs during the three years prior to the IPO and an explanation of how these KPIs contribute to pricing

    – KPIs to be audited/ certified

    – disclose all material KPIs that have been shared with any pre-IPO investor at any point of time during the three years prior to the IPO.

    – Details of “immaterial” KPIs and their justification

    – Comparison of KPIs with national/ global listed peers

    It is far from being a law yet and is only open for the public comments.

    Apart from KPIs, an issuer firm has been proposed to make disclosure of valuation of issuer company based on secondary and primary sale, in the 18 months prior to the date of filing of the DRHP/RHP.

    This is subject to conditions where either acquisition or sale is equal to or more than 5 per cent of the fully diluted paid-up share capital of the issue firm in a single transaction or a group of transactions in a short period of time.

    With reference to valuation of an issuer company based on secondary sale or acquisition of shares and primary or new issue of shares, Sebi has suggested disclosure of floor price and cap price being times the Weighted Average Cost of Acquisition (WACA) based on primary/ secondary transaction(s) should be disclosed in a tabular form.

    SEBI also said that an issuer firm should offer a detailed explanation for offer price along with comparison of the issuer ‘s KPIs and financials ratios such as EPS, return on net worth and net asset value for the last two full financial years and the interim period, if any, included in the offer document.

    This will enable the investors to have a comparative view of the KPIs and other financial ratios for the same period, as per SEBI.

    This is another instance where the regulator has woken up after the public has been fooled.

    Having said that, this is definitely a step in the right direction.

    For any comments or queries, please reach out to us at contact@vprpca.com

  • The Budget and its tryst with startups

    The Budget and its tryst with startups

    a person stacking coins on top of a table

    Does Budget 2022 do enough for startups?

    The short answer is – No.

    We saw the rise of 44 unicorns in India during the last calendar year itself. Studies have shown that raising funds for a startup in India has never been easier.

    The Hon’ble Finance Minister used the words “digital”, “startups” and “technology” in historic proportions in Budget 2022. In one of the many firsts, the Speech also acknowledged that there are various on-ground challenges plaguing the startups and new businesses in India.

    It was indicated that the Government will form an expert panel to look into the same and resolve those issues. This is a laudable move. Yet it gets us nowhere.

    The tax and regulatory environment is not geared to handle the booming venture capital and private equity investment in Indian start-ups. It definitely helps to be officially recognized as a start-up which provides tax breaks, angel tax exemptions etc. under Income tax laws.

    The official start-up recognition scheme is not completely inclusive as it requires the start-ups to be doing something “innovative” in order to qualify as a start-up. This has led to merely 54,000 registrations under the start-up scheme since past 6 years.

    Mind you, over 1.5 lakh companies are incorporated each year alone in India. With a booming funding environment, investors are not selectively investing in “innovative” companies anymore.

    Over the years, various round table discussions have been held with bureaucrats and even the Prime Minister and various industry representations have been submitted as well – all of which ask for widening the definition of a start-up.

    The Budget 2022 was historic for start-ups but in many ways, it has actually done close to nothing.

  • How to value startups

    How to value startups

    three men laughing while looking in the laptop inside room

    On the occasion of the first National Startup Day, let us take a look at how startups are valued.

    Background

    By its very nature, valuation is highly subjective. For instance, let us consider the world-famous painting of Mona Lisa. The painting is worth billions for some whereas others may consider it as an average piece of work. Therein lies the beauty of valuation; it is in the eyes of the beholder.

    The three most common globally accepted methods of valuing a business are tabulated below for ease of understanding:

    1. Income approach

    Popularly known as the Discounted Cash Flow (DCF) method. In this approach, estimated cash flows for the foreseeable future are discounted to present value and business is valued accordingly.

    2. Asset approach

    This approach is generally used when the business is not a going concern viz. during liquidation, untimely losses etc. The assets and liabilities are valued based on their current realisable value and that is considered as value of the business

    3. Market approach

    This approach assigns the value of a business based on the value of comparable companies in same/ similar industries, adjusted for their specific parameters.

    These methods have been used in valuation of businesses since decades and have been accepted by businessmen, lawmakers, Courts and investors alike.

    However, one common feature in the above approaches is that it pre-supposes a business which is established and generating cash flows using its assets.

    Start-ups, by their very definition, are disruptors. They disrupt industries, products, processes using innovative means. It is difficult to call them “established” in any sense or assume that their cash flows (if not already spent on marketing) will remain constant. Profitability seems to be a cursed word in the start-up investor circles.

    As we will explore later in this article, the traditional methods find themselves inadequate to arrive at the value of a new age start-up.

    With the dawn of the 21stcentury, new methods have emerged which attempt to find the true value of a start-up. But a good valuer understands that the actual value lies less in the numbers and more in the story of the start-up.

    In this article, we look at the basics of valuing any business and how to go about valuing a new age start-up.

    Valuation of start-ups

    The valuation of start-ups is often required for bringing in investments either by way of equity or debt. The biggest differentiating factor in valuation of a start-up is that there is no historical data available on the basis of which future projections can be drawn.

    The value rests entirely on its future growth potential, which, in many cases is based on an untested idea and may not have been based on adequate sampling of consumer behaviour or anticipated consumer behaviour. The estimates of future growth are also often based upon assessments of the competence, drive, and self-belief of, at times, very highly qualified and intelligent managers and their capacity to convert a promising idea into commercial success.

    The major roadblock with start-up valuation is the absence of past performance indicators. There is no ‘past’ track record, only a future whose narrative is controlled based on the skills of the founders. It can be equated as founders walking in the dark and making the investors believe that they are wearing night vision goggles. While this is exciting and fun for the founders, this is risky for the investors.

    This is why valuation of start-ups becomes critical and the role of a professional comes in – it is a way of definitively helping investors navigate the dark using facts, rather than fairy tales.

    Why traditional methods cannot be applied?

    Each of the commonly used methods discussed above pre-suppose an established business – which is profitable, has established competitors and generates cash using its assets.

    However, this is missing in new age start-ups whose value can lie majorly in the concept and potential, rather than numbers with a track record.

    The failure of each of the traditional methods in case of new age start-ups is tabulated below:

    1. Income approach

    A vast majority of start-ups operate under the assumption of not generating positive cash flows in the foreseeable future. Off late, this business model has been accepted and normalised by the investor community as well. Since there are no or minimal positive cash flows, it is difficult to correctly value the business.

    2. Asset approach

    There are two reasons why this approach does not work for new age start-ups:

    – Start-ups have negligible assets – a large chunk of their assets are in form of intellectual property and other intangible assets. Valuing them correctly is a challenge and arriving at a consensus with investors is even more difficult.

    – Start-ups are new but they normally operate under the going concern assumption; hence their value should not be limited to the realisable value of assets today.

    3. Market approach

    New age start-ups are disruptors. They generally function in a market without established competitors. Their competition is from other start-ups functioning in the same genre. Lack of established competitors indicates that their numbers may be skewed and not be comparable enough to form a base. However, out of the three traditional approaches, we have seen few elements of the market approach being used for valuing new age start-ups as well, especially during advanced funding rounds.

    As we have discussed above, the traditional methods fall short in recognising true value to new age start-ups. The inherent question that arises is what methods should we use for valuing new age start-ups. To understand that, we have to see what factors drive their value (no prizes for guessing – profitability is not one of them).

    Value Drivers for start-ups

    While every start-up can be vastly different, we now take a look at few key value drivers and their impact on the valuation of a start-up.

    Product

    The uniqueness and readiness of the product or service offered by the start-up creates a large impact on the valuation of the company. A company which is ready with a fully functional product (or prototype) or service offering will attract higher value than one whose offering is still an ‘idea’. Further, market testing and customer response are key sub-drivers to gauge how good the product is.

    Management

    More than half of Indian unicorn start-ups have founders from IIT or IIM. While it may seem unfair prima facie, it is a fact that if the founders are educated from elite schools and colleges, the start-up is looked upon more favourably by the investors and stakeholders alike. Accordingly, it is imperative to consider the credentials and balance of the management. For instance, a team with engineers is not as well balanced as a team comprising of engineers, finance professionals, MBA graduates. Keeping aside the obvious subjectivity in evaluating the management, the profile of the owners plays a key role in valuing the start-up.

    Traction

    Traction is quantifiable evidence that the product or service works and there is a demand for it. The better the traction, the more valuable will be the start-up.

    Revenue

    The more the revenue streams, the more valuable the company. While revenues are not mandatory, their existence is a better indicator than merely demonstrating traction and makes the start-up more valuable.

    Industry attractiveness

    The industry attractiveness plays a key role in the value of a company. As good as the idea may be, in order to sustainably scale, various factors like logistics, distribution channels, customer base have a significant impact on the value of the start-up.

    For example, a new age start-up in the tourism industry will be less valuable, as innovative or unique their offering is, if significant lockdowns are expected in the future.

    Demand – supply

    If the industry is attractive, there will be more demand from investors which make the individual companies in the industry much more valuable.

    Competitiveness

    The lesser the competitors, the more valuable the start-up will be. There is no escaping the first mover advantage in any industry. While it is easier to convince the investors about a business which already exists (for example, it must have been easier for an Ola to convince investors when Uber was already running successfully), it also casts an additional burden on the start-up to differentiate itself from competition.

    Methods for valuing start-ups

    One key observation would be that most value drivers described above are highly subjective. Hence, there is a need for providing standard methods using value drivers above in order to value the start-up in a manner comparable to others.

    There are many innovative methods for valuing start-ups which try to reduce the subjectivity in valuation of start-ups which have come in the recent times.

    Let us take a look at the most common methods of valuing start-ups:

    1. Berkus Approach

    The Berkus Approach, created by American venture capitalist and angel investor Dave Berkus, looks at valuing a start-up enterprise based on a detailed assessment of five key success factors:

    (1) Basic value,

    (2) Technology,

    (3) Execution,

    (4) Strategic relationships in its core market, and

    (5) Production and consequent sales.

    A detailed assessment is carried out evaluating how much value the five key success factors in quantitative measure add up to the total value of the enterprise. Based on these numbers, the start-up is valued.

    This method caps pre-revenue valuations at $2 million and post-revenue valuations at $2.5 million. Although it doesn’t take other market factors into account, the limited scope is useful for businesses looking for an uncomplicated tool.

    2. Cost-to-Duplicate Approach

    The Cost-to-Duplicate Approach involves taking into account all costs and expenses associated with the start-up and the development of its product, including the purchase of its physical assets. All such expenses are taken into account in order to determine the start-up’s fair market value based on all the expenses. This approach is often criticised for not focusing on the future revenue projections or the assets of the start-up.

    3. Comparable Transactions Method

    Coming close to the traditional market approach, this approach is lucrative for investors because it is built on precedent. The question being answered is, “How much were similar start-ups valued at?”

    For instance, imagine that XYZ Ltd, a logistics start-up, was acquired for Rs 560 crores. It had 24 crore active users. That’s roughly Rs 23 per user.

    Suppose you are valuing ABC Ltd which is another logistics start-up with 1.75 crore users. That gives ABC Ltd a valuation of about Rs 40 crores under this method.

    With any comparison model, one needs to factor in ratios or multipliers for anything that is a differentiating factor. Examples would be proprietary technologies, intangibles, industry penetration, locational advantages etc. Depending on the same, the multiplier may be adjusted.

    4. Scorecard Valuation Method

    The Scorecard Method is another option for pre-revenue businesses. It also works by comparing the start-up to others that are already funded but with added criteria.

    First, we find the average pre-money valuation of comparable companies. Then, we consider how the business stacks up according to the following qualities.

    · Strength of the team: 0-30%

    · Size of the opportunity: 0-25%

    · Product or service: 0-15%

    · Competitive environment: 0-10%

    · Marketing, sales channels, and partnerships: 0-10%

    · Need for additional investment: 0-5%

    · Others: 0-5%

    Then we assign each quality a comparison percentage. Essentially, it can be on par (100%), below average (<100%), or above average (>100%) for each quality compared to competitors/ industry. For example, the marketing team a 150% score because it is fully trained and has tested a customer base which has positively responded. You’d multiply 10% by 150% to get a factor of .15.

    This exercise is undertaken for each start-up quality and the sum of all factors is computed. Finally, that sum is multiplied by the average valuation in the business sector to get pre-revenue valuation.

    5. First Chicago Method

    This method combines a Discounted Cash Flow approach and market approach to give a fair estimate of start-up value. It works out

    • Worst-case scenario

    • Normal case scenario

    • Best-case scenario

    Valuation is done for each of these situations and finally multiplied with a probability factor to arrive at a weighted average value.

    6. Venture Capital Method

    As the name suggests, this method has been made famous by venture capital firms. Such investors seek a return equal to some multiple of their initial investment or will seek to achieve a specific internal rate of return based upon the level of risk they perceive in the venture.

    The method incorporates this understanding and uses the relevant time frame in discounting a future value attributable to the firm.

    The post-money value is calculated by discounting the rate that represents an investor’s expected or required rate of return.

    The investor seeks a return based on some multiple of their initial investment. For example, the investor may seek a return of 10x, 20x, 30x, etc., their original investment at the time of exit.

    Rising above numbers – The Story

    An article about valuation about start-ups cannot be complete without understanding the importance of storytelling in valuation journey.

    Professor Aswath Damodaran, widely regarded as the Dean of valuation, puts forth “If all you have are numbers on a spreadsheet, you don’t have valuation, you just have a collection of numbers.”

    Let us attempt to understand the importance of stories in valuation by way of an example of valuing the shares of Rolex. We will attempt to value Rolex in three scenarios and the reader may assume the role of an investor on the verge of making an investment decision.

    Scenario 1 – The earnings of Rolex are slated to grow at 9.5% for the next 8 years before dropping down to the GDP growth rate; the Operating Profit Margin will be 43%, the Net Profit Margin will be 16% and it will be able to generate Rs 2.54 for every rupee invested in the business.

    Scenario 2 – Rolex is a manufacturer of luxury watches that can charge astronomically high prices for its watches, earn huge profit margins due to scarcity of luxury watches available to an exclusive club of wealthy individuals.

    Scenario 3 – Due to the need to maintain its exclusivity, the revenues of Rolex will grow at a low rate of 9.5% for the next 5 years. The same need for exclusivity also allows Rolex to earn an above-average operating margin and maintain stable earnings over time because the client base of Rolex is relatively unaffected by the highs and lows of the economy.

    As the reader would notice, Scenario 1 deals exclusively with the numbers whereas scenario 2 deals with the story. Scenario 1 will not inspire an investor but scenario 2 will not help the investor reach a conclusion either.

    It is only in scenario 3 where the value of the business is derived by tying the numbers to the story of the company. Here, the numbers get a backing and are easier to understand for the potential investor. Merging story-telling with the numbers is the real hallmark of a good valuation.

    Prof. Aswath Damodaran has laid down a brief five-step process for integrating story into numbers. The same is explained below:

    Valuation of start-ups – A cocktail

    Nobody knows what the future holds and valuers are not astrologers, though their success is largely measured by how well they can predict the future.

    It is said that valuation by itself is a combination of science and art. The author has a unique take – valuation is a scientific art. It is an art constructed by the valuer yet there is a definite method in the madness. The sanctity of a valuation is preserved by being able to back up the numbers using logical numbers, narratives and assumptions.

    New age start-ups are disruptors in their own right and a necessary tool for global innovation and progress. By their very nature, start-ups disrupt set processes and industries in order to add value. In that process, they transcend traditional indicators of success like revenues, profitability, asset size etc. Accordingly, it is no lean feat to uncover the true value of a start-up.

    While the traditional methods fall short, there is no dearth of new innovative methods used to value start-ups based on their value drivers. However, valuation of a start-up is much more than application of methods – it is about understanding the story of the future trajectory and being able to communicate that narrative using tangible numbers.

    A good valuation of a start-up is a cocktail of the story and the numbers which can help the investors make informed decisions to navigate the uncertainty of the future.

    We would love to hear from you. Do reach out to us at contact@vprpca.com