VENTURE

CAPITAL

RAHUL SHAH

Roll:135

MFM3-B

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 INDEX

1. Introduction to Venture Capital.

2. Critical factors for success of venture capital

industry.

3. Business Plans for startups.

4. Comparison with other source of investments.

5. The Venture Investment process.

6. History and evolution of venture capital.

7. Indian Scenario - A Statistical Snapshot.

8. Valuing.
9. Start From the future.

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 Introduction to Venture Capital.

Venture capital is money provided by professionals who invest

alongside management in young, rapidly growing companies that have
the potential to develop into significant economic contributors. Venture
capital is an important source of equity for start-up companies.

Professionally managed venture capital firms generally are private

partnerships or closely held corporations funded by private and public
pension funds, endowment funds, foundations, corporations, wealthy
individuals, foreign investors, and the venture capitalists themselves.

In India where the industry is still nascent, the Securities and

exchange board of India has laid down those activities that would
constitute eligible business activities qualifying for the concession
available to a recognized venture capital fund. Initially, SEBI defined
venture capital as an equity supported for the project launched by 1st
generation entrepreneurs using commercially untested but
sophisticated technologies. However, this definition has been
subsequently relaxed and the restrictive feature concerning
“technology financing “ were dispensed with. Venture capital is now
seen as encompassing all kinds of funding of a high technology
intensive undertaking at any stage of its life.

It would appear from the foregoing that venture capital investment

would have one or more of its follow characteristics.

1. Equity or equity featured instrument of investment.

2. Young companies that do have access to public sources of equity

or other forms of capital.

3. Industry, products or services that hold potential of better than

normal or average revenue growth rates.

4. Companies with better than normal or average profitability.

5. Product / Services in the early stages of there life cycle.

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 6. Higher than average risk levels that do not lend themselves to
systematic quantification through convention technique or tools.

7. Turnaround companies.

8. Long term (more than 3 years) and active involvement with

investee.

When considering an investment, venture capitalists carefully screen

the technical and business merits of the proposed company. Venture
capitalists only invest in a small percentage of the businesses they
review and have a long-term perspective. They also actively work with
the company's management, especially with contacts and strategy
formulation.

Venture capitalists mitigate the risk of investing by developing a

portfolio of young companies in a single venture fund. Many times they
co-invest with other professional venture capital firms. In addition,
many venture partnerships manage multiple funds simultaneously. For
decades, venture capitalists have nurtured the growth of America's
high technology and entrepreneurial communities resulting in
significant job creation, economic growth and international
competitiveness. Companies such as Digital Equipment Corporation,
Apple, Federal Express, Compaq, Sun Microsystems, Intel, Microsoft
and Genentech are famous examples of companies that received
venture capital early in their development. (Source: National Venture
Capital Association 1999 Yearbook).

In India, these funds are governed by the Securities and Exchange

Board of India (SEBI) guidelines. According to this, venture capital
fund means a fund established in the form of a company or trust,
which raises monies through loans, donations, issue of securities or
units as the case may be, and makes or proposes to make investments
in accordance with these regulations. (Source: SEBI (Venture Capital
Funds) Regulations, 1996).

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 Critical factors for success of venture capital industry:

The following factors are critical for the success of the VC industry in
India:

(A) The regulatory, tax and legal environment should play an

enabling role. Internationally, venture funds have evolved in an
atmosphere of structural flexibility, fiscal neutrality and operational
adaptability.

(B) Resource raising, investment, management and exit should be

as simple and flexible as needed and driven by global trends

(C) Venture capital should become an institutionalized industry that

protects investors and investee firms, operating in an environment
suitable for raising the large amounts of risk capital needed and for
spurring innovation through startup firms in a wide range of high
growth areas.

(D) In view of increasing global integration and mobility of capital it

is important that Indian venture capital funds as well as venture
finance enterprises are able to have global exposure and investment
opportunities.

(E) Infrastructure in the form of incubators and R&D need to be

promoted using Government support and private management as has
successfully been done by countries such as the US, Israel and Taiwan.
This is necessary for faster conversion of R & D and technological
innovation into commercial products.

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 Recommendations:

Multiplicity of regulations – need for harmonization and nodal

Regulator:

Presently there are three set of Regulations dealing with venture

capital activity i.e. SEBI (Venture Capital Regulations) 1996,
Guidelines for Overseas Venture Capital Investments issued by
Department of Economic Affairs in the MOF in the year 1995 and CBDT
Guidelines for Venture Capital Companies in 1995 which was modified
in 1999. The need is to consolidate and substitute all these with one
single regulation of SEBI to provide for uniformity, hassle free single
window clearance. There is already a pattern available in this regard;
the mutual funds have only one set of regulations and once a mutual
fund is registered with SEBI, the tax exemption by CBDT and inflow of
funds from abroad is available automatically. Similarly, in the case of
FIIs, tax benefits and foreign inflows/outflows are automatically
available once these entities are registered with SEBI. Therefore, SEBI
should be the nodal regulator for VCFs to provide uniform, hassle free,
single window regulatory framework. On the pattern of FIIs, Foreign
Venture Capital Investors (FVCIs) also need to be registered with
SEBI.

Tax pass through for Venture Capital Funds:

VCFs are a dedicated pool of capital and therefore operate in

fiscal neutrality and are treated as pass through vehicles. In any case,
the investors of VCFs are subjected to tax. Similarly, the investee
companies pay taxes on their earnings. There is a well-established
successful precedent in the case of Mutual Funds, which once
registered with SEBI are automatically entitled to tax exemption at
pool level. It is an established principle that taxation should be only at
one level and therefore taxation at the level of VCFs as well as

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investors amount to double taxation. Since like mutual funds VCF is
also a pool of capital of investors, it needs to be treated as a tax pass
through. Once registered with SEBI, it should be entitled to automatic
tax pass through at the pool level while maintaining taxation at the
investor level without any other requirement under Income Tax Act.

Mobilisation of Global and Domestic resources:

(A) Foreign Venture Capital Investors (FVCIs):

Presently, FIIs registered with SEBI can freely invest and disinvest
without taking FIPB/RBI approvals. This has brought positive
investments of more than US $10 billion. At present, foreign venture
capital investors can make direct investment in venture capital
undertakings or through a domestic venture capital fund by taking
FIPB / RBI approvals. This investment being long term and in the
nature of risk finance for start-up enterprises, needs to be encouraged.
Therefore, atleast on par with FIIs, FVCIs should be registered with
SEBI and having once registered, they should have the same facility of
hassle free investments and disinvestments without any requirement
for approval from FIPB / RBI. This is in line with the present policy of
automatic approvals followed by the Government. Further, generally
foreign investors invest through the Mauritius-route and do not pay tax
in India under a tax treaty. FVCIs therefore should be provided tax
exemption. This provision will put all FVCIs, whether investing through
the Mauritius route or not, on the same footing. This will help the
development of a vibrant India-based venture capital industry with the
advantage of best international practices, thus enabling a jump-
starting of the process of innovation.

The hassle free entry of such FVCIs on the pattern of FIIs is even more
necessary because of the following factors:

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Venture capital is a high-risk area. In out of 10 projects, 8 either fail or
yield negligible returns. It is therefore in the interest of the country
that FVCIs bear such a risk.

For venture capital activity, high capitalization of venture capital

companies is essential to withstand the losses in 80% of the projects.
In India, we do not have such strong companies.

The FVCIs are also more experienced in providing the needed

managerial expertise and other supports.

Augmenting the Domestic Pool of Resources:

The present pool of funds available for venture capital is very limited
and is predominantly contributed by foreign funds to the extent of 80
percent. The pool of domestic venture capital needs to be augmented
by increasing the list of sophisticated institutional investors permitted
to invest in venture capital funds. This should include banks, mutual
funds and insurance companies upto prudential limits. Later, as
expertise grows and the venture capital industry matures, other
institutional investors, such as pension funds, should also be
permitted. The venture capital funding is high-risk investment and
should be restricted to sophisticated investors. However, investing in
venture capital funds can be a valuable return-enhancing tool for such
investors while the increase in risk at the portfolio level would be
minimal. Internationally, over 50% of venture capital comes from
pension funds, banks, mutual funds, insurance funds and charitable
institutions.

Flexibility in Investment and Exit:

Allowing multiple flexible structures:

Eligibility for registration as venture capital funds should be neutral to

firm structure. The government should consider creating new
structures, such as limited partnerships, limited liability partnerships
and limited liability corporations. At present, venture capital funds can
be structured as trusts or companies in order to be eligible for
registration with SEBI. Internationally, limited partnerships, Limited

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Liability Partnership and limited liability corporations have provided the
necessary flexibility in risk-sharing, compensation arrangements
amongst investors and tax pass through. Therefore, these structures
are commonly used and widely accepted globally specially in USA.
Hence, it is necessary to provide for alternative eligible structures.

Flexibility in the matter of investment ceiling and sectoral restrictions:

70% of a venture capital fund’s investible funds must be invested in

unlisted equity or equity-linked instruments, while the rest may be
invested in other instruments. Though sectoral restrictions for
investment by VCFs are not consistent with the very concept of
venture funding, certain restrictions could be put by specifying a
negative list which could include areas such as finance companies, real
estate, gold-finance, activities not legally permitted and any other
sectors which could be notified by SEBI in consultation with the
Government. Investments by VCFs in associated companies should
also not be permitted. Further, not more than 25% of a fund’s corpus
may be invested in a single firm. The investment ceiling has been
recommended in order to increase focus on equity or equity-linked
instruments of unlisted startup companies. As the venture capital
industry matures, investors in venture capital funds will set their own
prudential restrictions.

Changes in buy back requirements for unlisted securities:

A venture capital fund incorporated as a company/ venture capital

undertaking should be allowed to buyback upto 100% of its paid up
capital out of the sale proceeds of investments and assets and not
necessarily out of its free reserves and share premium account or
proceeds of fresh issue. Such purchases will be exempt from the SEBI
takeover code. A venture-financed undertaking will be allowed to
make an issue of capital within 6 months of buying back its own shares
instead of 24 months as at present. Further, negotiated deals may be
permitted in unlisted securities where one of the parties to the
transaction is VCF.

Relaxation in IPO norms:

The IPO norms of 3-year track record or the project being

funded by the banks or financial institutions should be relaxed to

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include the companies funded by the registered VCFs also. The issuer
company may float IPO without having three years track record if the
project cost to the extent of 10% is funded by the registered VCF.
Venture capital holding however shall be subject to lock in period of
one year. Further, when shares are acquired by VCF in a preferential
allotment after listing or as part of firm allotment in an IPO, the same
shall be subject to lock in for a period of one year. Those companies,
which are funded, by Venture capitalists and their securities are listed
on the stock exchanges outside the country, these companies should
be permitted to list their shares on the Indian stock exchanges.

Relaxation in Takeover Code:

The venture capital fund while exercising its call or put option as per
the terms of agreement should be exempt from applicability of
takeover code and 1969 circular under section 16 of SC(R)A issued by
the Government of India.

Issue of Shares with Differential Right with regard to voting and

dividend:

In order to facilitate investment by VCF in new enterprises, the

Companies Act may be amended so as to permit issue of shares by
unlisted public companies with a differential right in regard to voting
and dividend. Such a flexibility already exists under the Indian
Companies Act in the case of private companies which are not
subsidiaries of public limited companies.

QIB Market for unlisted securities: A market for trading in unlisted

securities by QIBs be developed.

NOC Requirement : In the case of transfer of securities by FVCI to any

other person, the RBI requirement of obtaining NOC from joint venture
partner or other shareholders should be dispensed with.

RBI Pricing Norms: At present, investment/disinvestment by FVCI is

subject to approval of pricing by RBI which curtails operational
flexibility and needs to be dispensed with.

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 Global integration and opportunities:

(A) Incentives for Employees: The limits for overseas investment by

Indian Resident Employees under the Employee Stock Option Scheme
in a foreign company should be raised from present ceilings of
US$10,000 over 5 years, and US$50,000 over 5 years for employees
of software companies in their ADRs/GDRs, to a common ceiling of
US$100,000 over 5 years. Foreign employees of an Indian company
may invest in the Indian company to a ceiling of US$100,000 over 5
years.

(B) Incentives for Shareholders: The shareholders of an Indian

company that has venture capital funding and is desirous of swapping
its shares with that of a foreign company should be permitted to do so.
Similarly, if an Indian company having venture funding and is
desirous of issuing an ADR/GDR, venture capital shareholders (holding
saleable stock) of the domestic company and desirous of disinvesting
their shares through the ADR/GDR should be permitted to do so.
Internationally, 70% of successful startups are acquired through a
stock-swap transaction rather than being purchased for cash or going
public through an IPO. Such flexibility should be available for Indian
startups as well. Similarly, shareholders can take advantage of the
higher valuations in overseas markets while divesting their holdings.

(C) Global investment opportunity for Domestic Venture Capital

Funds (DVCF): DVCFs should be permitted to invest higher of 25% of
the fund’s corpus or US $10 million or to the extent of foreign
contribution in the fund’s corpus in unlisted equity or equity-linked
investments of a foreign company. Such investments will fall within
the overall ceiling of 70% of the fund’s corpus. This will allow DVCFs to
invest in synergistic startups offshore and also provide them with
global management exposure.

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Infrastructure and R&D :

Infrastructure development needs to be prioritized using government

support and private management of capital through programmes
similar to the Small Business Investment Companies in the United
States, promoting incubators and increasing university and research
laboratory linkages with venture-financed startup firms. This would
spur technological innovation and faster conversion of research into
commercial products.

Self Regulatory Organisation (SRO):

A strong SRO should be encouraged for evolution of standard

practices, code of conduct, creating awareness by dissemination of
information about the industry.

Implementation of these recommendations would lead to creation of

an enabling regulatory and institutional environment to facilitate faster
growth of venture capital industry in the country. Apart from
increasing the domestic pool of venture capital, around US$ 10 billion
are expected to be brought in by offshore investors over 3/5 years on
conservative estimates. This would in turn lead to increase in the value
of products and services adding upto US$100 billion to GDP by 2005.
Venture supported enterprises would convert into quality IPOs
providing over all benefit and protection to the investors. Additionally,
judging from the global experience, this will result into substantial and
sustainable employment generation of around 3 million jobs in skilled
sector alone over next five years. Spin off effect of such activity would
create other support services and further employment. This can put
India on a path of rapid economic growth and a position of strength in
global economy.

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 Business Plans for Startups

Who reads business plans? Very few people read them thoroughly,
including most investors. And even if you submit a well-written plan to
the right parties, you'll be lucky to hold a potential investor's attention
for even 60 seconds unless you have one very strategic piece in place
-- a referral or personal introduction. Marc Friend of U.S. Venture
Partners says: "If someone I know refers a business plan to me, it gets
much more thorough attention. I reason that if the idea is as good and
unique as the entrepreneurs say it is, that they should have a network
in place that can verify the validity and uniqueness of that value
proposition by providing a personal introduction." John L. Walecka of
Brentwood Venture Capital agrees: "We entertain a lot of plans, but
the ones that are best qualified come through referrals."

Assuming you clear this hurdle and your business plan actually lands
on someone's desk, you'll want your plan to be succinct and
compelling. A concise and well-written business plan can do much
more than give you something to show potential investors. It can also
be an important tool for attracting strategic partners, identifying
strengths and weaknesses, and "evangelizing" potential supporters. If
the idea behind your business is solid, and you have a personal
introduction from someone with credibility, you will still need the right
"calling card" to get the millions you're looking for. Even after
establishing a business relationship that begins with a simple
handshake, you'll need something neatly typed on plain paper and
presented in an attractive binder, with numbers that make sense.

Keep It Simple, Direct, and Affirmative

Most business plans are written because investors require them. But
they can also help you to clarify your thinking, measure your market,
analyze the competition, and think ahead. In short, the business plan
is your roadmap to success. Marc Friend approaches it like a
mathematician: For a business plan to be compelling, he says, "there
should be a logical progression to each of the steps. You want to get a
nod of approval at every step of the way so that by the end of the
plan, the investor says 'Let's invest!'" And although you may

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occasionally need to make minor adjustments to the plan en route, a
well thought out business plan will keep you focused on your ultimate
destination.

Many business plans are boring and nearly unreadable. Yours shouldn't
be. In business plans, as in so many other things, less is often more.
It can be an artfully expanded version of your elevator pitch. You can
create an exciting vision of your new company's future in less time
than it takes to read the sports page in your local newspaper.

Craft a Stellar Executive Summary

The executive summary of your plan is crucially important -- it must

capture and hold the attention of potential investors, because if you
lose readers at the outset, you'll never get them back . The executive
summary to your plan should be highly telegraphic -- two to three
pages at the most. And you should assume no one will read any
further than your executive summary, so everything that makes your
plan a winner should be here -- the details can come later. If you can't
write up your ideas in clear, compelling prose, hire someone who can.
The executive summary to the business plan you write can provide a
solid foundation for all future marketing, planning, and promotional
documents.

Set Yourself Apart

No matter how artfully executed, a business plan is only as good as

the opportunity it presents and the people behind it. It's the
entrepreneurs with vision, originality, and technical acumen who are
leading the way.

For starters, you'll need more than a good idea. You'll need an idea
that's big, bold, and innovative if you want to capture the attention of
investors. As the Internet grows in quantum leaps, investors are
looking for ideas that alter the game. John Walecka explains: "We look
for incredibly bright, experienced engineers and entrepreneurs who
have a unique insight on how to change the way people do business
today in some important, fundamental way. We're always on the
lookout for that sea change that creates opportunity."

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And a bold, innovative idea is only as good as its execution. If the
team behind the project lacks credibility and experience in establishing
their ideas in the marketplace early on to declare success for the long
term, they won't get far with investors. Marc Friend comments: "I'll
take a brief look at the executive summary to see what they're
proposing, and then I'll flip to the resumes to see who's talking. What
special expertise does this team have that convinces me they can
accomplish the goal they set out to accomplish?"

Play the Numbers

Let's be brutally honest -- numbers seem solid, but they are the most
suspect piece of a business plan. You must include them, but they
don't mean much -- and investors will challenge them every time.
Although you can and should make the numbers look promising, be
prepared to defend your startup's strategy for generating revenue.
Most plans include projections based on overly optimistic speculation,
and venture capitalists take this information with several grains of salt.
In your plan, be honest but mildly optimistic -- it may add to your
credibility in the long run. And always support your numbers and
assumptions.

Pitch a Long-Term Dream, Not a Fast-Buck Scheme

Most importantly, make sure you present your business as poised on

the threshold of a long -- or at least reasonably long -- future. The
world of high tech and Internet startups is already overpopulated with
companies created by biz school grad students or dropouts looking for
a fast buck. Going public with a profitless shell that will never be
economically viable was last year's idea. Even if you do plan to sell the
business at some future point, the most attractive businesses to
buyers will be the ones that have a decent shot at eventual long-term
profitability.

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 Comparison with other source of investments.

One of the important characteristics of venture capital from

conventional loan is the participation of VCC / VCF in the management
of VCU. The VCC / VCF intends to increase the value of the VCU by
helping the companies in its marketing and financial aspects, thereby
increasing the profitability of the company. VCF / VCC provides highly
professionalised and competent advises on the technical aspect of the
functioning of the company.

The following are the activities of the VCF / VCC concerning the VCU:

Assist in financing , marketing and strategic planning of the VCU.

Recruiting of key personnel in the initial stages.

Obtaining bank and other financing avenues for the VCU.

Introducing to strategic partners and vendours.

Comparison can be done on the investment patterns in bought out

deals and conventional financing with essentially high risk technology
intensive funding for first generation entrepreneurs.

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 Venture capital Bought out deal Convential
loan

financing

Participation High. As the Low. Though the Nil. The

In VCF/VCC has a equity in the lender

does

Management. Equity stake in the company is held by

not have the

VCU, it is generally the sponsor, there

expertise or

Bound to follow the would not any direct

interest in

Advice. Also interference in the

promoting the

considering the management except company as

expertise of in exceptional cases. Long

as the

VCC/VCF, payment

Participation is high schedule

is

In strategic planning. Followed.

Returns to Extremely high in High. Though the Moderate. As

Investor most of the cases company is not into the

payment

Considering thr high technologically schedule is

Risk in such intensive. Exit from finalized

before

Investment. The investment in the

investment,

Resonabaly certain. There is no

Uncertainty.

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Time period Very long. Exit from Not very long. Exit
May be set

Investment takes from investment is as per

choice

7-10 yrs on an normally done of

the investor/

average. Immediately after lender.

the expiry of lock-in

. period

Regulations Not high as the High. Bought out Moderate.

Venture capital is deals are reasonably Regulations

Considered well regulated as it cover the

Reasonably nacent concerns listing of safety

of such

For regulation to be security in the stock

investment/

In place. Also, with exchange where

lending.

High risk being small investors

Inherent in the interests have to be

Investment process, protected.

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Regulations only

Oversee the process

Of such investment

Not the safety.

The Venture Investment process.

Generating a Dealflow

Due Diligence

Investment Valuation

Pricing and structuring the deal

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 Value addition and Monitoring; and

Exit

The venture capital process has variances / features that are context
specific to countries / regions. However, activities in a venture capital
fund follow a typical sequence with a number of commonalties.

Generating a Dealflow

In generating a dealflow, the venture capital investor creates a

pipeline of deals or investment opportunities that he would consider
for investing in. This is achieved primary through plugging into an
appropriate network. The most popular network obviously is the
network of venture capital funds / investors. It is also common for
venture capital funds / investors to develop working relationship with
R & D institution, academia, etc. which could potentially lead to
business opportunities. Understandably, the composition of the
network would depend on the investment focus of the venture capital
fund / company. Thus venture capital funds focusing on early stage,
technology based deals would develop a network of R&D centers
working in those areas. The network is crucial to the success of the
venture capital investor. It is almost imperative for the venture capital

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investor to receive a large number of investment proposals from which
he can select a few good investment candidates finally. Successful
venture capital investors in the U.S.A examine hundreds of business
plans in order to make three or four investment in a year.

It is important to note the difference between the profile of investment

opportunities that a venture capital would examine and pursued by a
conventional credit oriented agency or an investment institution. By
definition, as mentioned earlier, the venture capital investor focuses
on the opportunities with a high degree of innovativeness.

The dealflow composition and the technique of generating a dealflow

can vary from country to country. In India, different venture capital
funds / companies have their own methods varying from promotional
seminar with R and D institution and industry associations to direct
advertising campaigns targeted at various segments. A clear pattern
between the investment focus of a fund and the constitution of the
deal generation network is discernible even in the India context.

DUE DILIGENCE

Due diligence is the industry jargon for all the activities that are
associated with evaluation an investment proposal. It includes carrying
out reference checks on the proposal. It includes carrying out
reference checks on the proposal related aspects such as management
team, products, technology and market. The important feature to note
is that venture capital due diligence focuses on the qualitative aspects
of the investment opportunity.

It is also not unusual for venture capital funds / companies to set up

an investment screen. The screen is a set of qualitative ( sometimes
quantitative criteria such as revenues are also used ) criteria that help
venture capital funds / companies to quickly decide on whether an
investment opportunity warrants further diligence. Screen can be

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sometime elaborate and rigorous and sometime specific and brief. The
nature of the screen criteria is also a function of the investment focus
of the firm at that point. Venture capital investors rely extensively on
the reference checks with leading lights in the specific area of concern
being addressed in the due diligence.

INVESTMENT VALUATION

The investment valuation process is an exercise aimed at arriving at

an acceptable price for the deal. Typically, in countries where free
pricing regimes exist the evaluation process goes through the following
sequence:

Evaluate future revenue and profitability.

Forecast likely future value of the firm based on expected market

capitalization or expected acquisition proceeds depending upon the
anticipation exit from the investment.

Target on ownership position in the investee firm so as to achieve

desired appreciation on the proposed investment. The appreciation
desired should yield a hurdle rate of return on a discounted cash flow
basis.

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Symbolically the valuation exercise may be represented as follows:
NPV = ( cash / post ) x ( patx ( pat ) x k;

Where

NPV = Net present value of the cash flows relationg to the investment
comprising outflow by way of investment and inflows by way of
interest / dividends and realization on exit. The rate of return used for
discounting is the hurdle rate of return set by venture capital investor.

Post = pre + cash

Cash represent the amount of cash being brought into the particular
round of financing by the venture capital investor.

Pre is the pre- money valuation of the firm estimated by the investor.
While technically it is measured by the intrinsic value of the firm at the
time of raising capital, it is more often a matter of negotiation driven
by the ownership of the company that the venture capital investor
desires and the ownership that the founders / management team is
prepared to give away for the required amount of capital.

( PAT ) is the forecast of profit after tax in a year and often agreed
upon by the founders and the investors.

( PER ) is the price earning multiply that could be expected of a

comparable firm in the industry. It is not always possible to fund such
a comparable fit in venture capital situations. That necessitates,
therefore, a significant degree of judgement on the part of the venture
capital to arrive at alternate PER scenarios.

( k ) is the present value interest factor ( corresponding to a discount

rate r ) for the investment horizon.

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 STRUCTURING THE DEAL

Venture capital investment require and permit innovativeness in

finance engineering. While venture capital investment follow no set
formula, they attempt to address the needs and concerns of the
investors and the investee.

The investor tries to ensure the following:

Reasonable reward for the given level of risk;

Sufficient influence on the management of the company through board

representation;

Minimization of taxes;

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Ease in achieving future liquidity on the investment.

The entrepreneur at the same tome seeks to enable:

The creation of the business that he has conceptualized

Financial rewards for creating the business;

Adequate resources needed to achieve their goal;

Voting control;

Common consideration for both sides includes;

Flexibility of structure that will allow room to enable additional

investment later, incentives for future management and retention of
stock if management leaves.

Balance sheet attractiveness to suppliers and debt financiers.

Retention of key employees through adequate equity participation.

In the Indian context, one of the primary considerations is retention of

majority shareholdings often, the promoters do not even wish to
encourage external equity participation. These cultural issues have a
significant influence on the structuring of a deal.

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 VALUE ADDITION AND MONOTORING

We have seen in our earlier defination of venture capital that

sustained, active involvement over an extended period of time is one
of the distinguishing characteristics of venture capital. This process of
the venture capital investors involvement in the portfolio company is
often referred to broadly as ”value addition“.

The value “that the venture capital brings to the portfolio company can
vary from one venture capital profession to another depending upon
the individuals background and approach to venture capital. There are
venture capital professional, especially those who invest in vary early
stage situations, whose involvement can go up to providing operating
management support. There are also other whose involvement may
not extent beyond leading and avid ear to the proceedings of quaterly
or monthly board meetings. The extent of involvement could also
depend upon the venture capital investors stake in the company and
his role in the consortium, when the investment has been syndicated
among number of investors. In a consortium, it is not an uncommon

26
practice for one of the investors to play the role of the lead investor
taking upon himself significant responsibilities with respect to the
portofolio company, on behalf of himself as well as the co-investor in
syndicate. Investment exposure and / or specific ability to add value
and / or geographic presence are some of the usual criteria for a
venture capital investor being designated lead investor.

EXIT

The process of exit from a venture capital is as important as in any

other process in the investment cycle.

The two exit option are:

1. Sale of the venture capital position either along with or

subsequent to a public offering;

2. Acquisition of a company.

27
 History and evolution of venture capital

Since its humble beginnings in 1946 through the American research

and development corporation of general doriot “ the institutionalization
of the venture investment process ” has made significant strides.

Observers of the industry trace the American industry as having

progressed through distinct phases of evolution in the seventies and
eighties. Soon however the concept of professional venture capital
attained popularity in Canada and a number of European countries
with the British industry in a pioneering role. Presently, Venture capital
in one form or the other come to stay in over thirty five countries. It
must be highlighted that Venture capital as obtains in some of this
countries is predominantly engaged in providing term finance for small
business in addition to equity and may therefore not confirm to the
defination of Venture capital spelt out elsewhere in paper.

The Second World War produced an abundance of technological

innovation, primarily with military applications. They include, for
example, some of the earliest work on micro circuitry. Indeed, J.H.
Whitney’s investment in Minute Maid was intended to commercialize an

28
orange juice concentrate that had been developed to provide
nourishment for troops in the field.

In the mid-1950s, the U.S. federal government wanted to speed the

development of advanced technologies. In 1957, the Federal Reserve
System conducted a study that concluded that a shortage of
entrepreneurial financing was a chief obstacle to the development of
what it called "entrepreneurial businesses." As a response this a
number of Small Business Investment Companies (SBIC) were
established to "leverage" their private capital by borrowing from the
federal government at below-market interest rates. Soon commercial
banks were allowed to form SBICs and within four years, nearly 600
SBICs were in operation.

At the same time a number of venture capital firms were forming

private partnerships outside the SBIC format. These partnerships
added to the venture capitalist’s toolkit, by offering a degree of
flexibility that SBICs lack. Within a decade, private venture capital
partnerships passed SBICs in total capital under management.

The 1960s saw a tremendous bull IPO market that allowed venture
capital firms to demonstrate their ability to create companies and
produce huge investment returns. For example, when Digital
Equipment went public in 1968 it provided ARD with 101% annualized
Return on Investment (ROI). The US$70,000 Digital invested to start
the company in 1959 had a market value of US$37mn. As a result,
venture capital became a hot market, particularly for wealthy
individuals and families. However, it was still considered too risky for
institutional investors.

In the 1970s, though, venture capital suffered a double-whammy.

First, a red-hot IPO market brought over 1,000 venture-backed
companies to market in 1968, the public markets went into a seven-
year slump. There were a lot of disappointed stock market investors
and a lot of disappointed venture capital investors too. Then in 1974,
after Congress legislation against the abuse of pension fund money, all
high-risk investment of these funds was halted. As a result of poor
public market and the pension fund legislation, venture capital fund
raising hit rock bottom in 1975.

Well, things could only get better from there. Beginning in 1978, a
series of legislative and regulatory changes gradually improved the
climate for venture investing. First Congress slashed the capital gains
tax rate to 28% from 49.5%. Then the Labor Department issued a
clarification that eliminated the pension funds act as an obstacle to

29
venture investing. At around the same time, there were a number of
high-profile IPOs by venture-backed companies. These included
Federal Express in 1978, and Apple Computer and Genetech Inc in
1981. This rekindled interest in venture capital on the part of wealthy
families and institutional investors. Indeed, in the 1980s, the venture
capital industry began its greatest period of growth. In 1980, venture
firms raised and invested less than US$600 million. That number
soared to nearly US$4bn by 1987. The decade also marked the
explosion in the buy-out business.

The late 1980s marked the transition of the primary source of venture
capital funds from wealthy individuals and families to endowment,
pension and other institutional funds. The surge in capital in the 1980s
had predictable results. Returns on venture capital investments
plunged. Many investors went into the funds anticipating returns of
30% or higher. That was probably an unrealistic expectation to begin
with. The consensus today is that private equity investments generally
should give the investor an internal rate of return something to the
order of 15% to 25%, depending upon the degree of risk the firm is
taking.

However, by 1990, the average long-term return on venture capital

funds fell below 8%, leading to yet another downturn in venture
funding. Disappointed families and institutions withdrew from venture
investing in droves in the 1989-91 period. The economic recovery and
the IPO boom of 1991-94 have gone a long way towards reversing the
trend in both private equity investment performance and partnership
commitments.

In 1998, the venture capital industry in the United States continued its
seventh straight year of growth. It raised US$25bn in committed
capital for investments by venture firms, who invested over US$16bn
into domestic growth companies in all sectors, but primarily focused on
information technology.

In India Venture capital Industry had its formal introduction in the

bugget speech of the finance minister in1988. Though extremely
focused in its technology development objective, the introduction
recognized the need for a source of patient capital with ability to
participate in high risk projects in return for high rewards.
Coincidentally around the same time, the Industrial credit and
Investment corporation or India Limited ( ICICI ) came forthwith
initiatives for addressing technology intensive projects. One such
initiative, the Venture capital division, was spun off into Technology
development and information company of India Limited ( TDICI )

30
which has since emerged as a significant player and a pioneer in the
industry.

Most of the success stories of the popular Indian entrepreneurs like the
Ambanis and Tatas had little to do with a professionally backed up
investment at an early stage. In fact, till very recently, for an
entrepreneur starting off on his own personal savings or loans raised
through personal contacts/financial institutions.

Traditionally, the role of venture capital was an extension of the

developmental financial institutions like IDBI, ICICI, SIDBI and State
Finance Corporations (SFCs). The first origins of modern Venture
Capital in India can be traced to the setting up of a Technology
Development Fund (TDF) in the year 1987-88, through the levy of a
cess on all technology import payments. TDF was meant to provide
financial assistance– to innovative and high-risk technological
programs through the Industrial Development Bank of India. This
measure was followed up in November 1988, by the issue of guidelines
by the (then) Controller of Capital Issues (CCI). These stipulated the
framework for the establishment and operation of funds/companies
that could avail of the fiscal benefits extended to them.

However, another form of (ad?)venture capital which was unique to

Indian conditions also existed. That was funding of green-field projects
by the small investor by subscribing to the Initial Public Offering (IPO)
of the companies. Companies like Jindal Vijaynagar Steel, which raised
money even before they started constructing their plants, were
established through this route.

The industry’s growth in India can be considered in two phases. The

first phase was spurred on soon after the liberalization process began
in 1991. According to former finance minister and harbinger of
economic reform in the country, Manmohan Singh, the government
had recognized the need for venture capital as early as 1988. That was
the year in which the Technical Development and Information
Corporation of India (TDICI, now ICICI ventures) was set up, soon
followed by Gujarat Venture Finance Limited (GVFL). Both these
organizations were promoted by financial institutions. Sources of these
funds were the financial institutions, foreign institutional investors or
pension funds and high net-worth individuals. Though an attempt was
also made to raise funds from the public and fund new ventures, the
venture capitalists had hardly any impact on the economic scenario for
the next eight years.

31
However, it was realized that the concept of venture capital funding
needed to be institutionalized and regulated. This funding requires
different skills in assessing the proposal and monitoring the progress
of the fledging enterprise. In 1996, the Securities and Exchange Board
of India (SEBI) came out with guidelines for venture capital funds has
to adhere to, in order to carry out activities in India. This was the
beginning of the second phase in the growth of venture capital in
India. The move liberated the industry from a number of bureaucratic
hassles and paved the path for the entry of a number of foreign funds
into India. Increased competition brought with it greater access to
capital and professional business practices from the most mature
markets.

There are a number of funds, which are currently operational in India

and involved in funding start-up ventures. Most of them are not true
venture funds, as they do not fund start-ups. What they do is provide
mezzanine or bridge funding and are better known as private equity
players. However, there is a strong optimistic undertone in the air.
With the Indian knowledge industry finally showing signs of readiness
towards competing globally and awareness of venture capitalists
among entrepreneurs higher than ever before, the stage seems all set
for an overdrive.

The Indian Venture Capital Association (IVCA), is the nodal center for
all venture activity in the country. The association was set up in 1992
and over the last few years, has built up an impressive database.
According to the IVCA, the pool of funds available for investment to its
20 members in 1997 was Rs25.6bn. Out of this, Rs10 bn had been
invested in 691 projects.

Certain venture capital funds are Industry specific(ie they fund

enterprises only in certain industries such as pharmaceuticals, infotech
or food processing) whereas others may have a much wider spectrum.
Again, certain funds may have a geographic focus – like Uttar Pradesh,
Maharashtra, Kerala, etc whereas others may fund across different
territories. The funds may be either close-endedschemes (with a fixed
period of maturity) or open-ended.

Classification

Venture funds in India can be classified on the basis of

Genesis

Financial Institutions Led By ICICI Ventures, RCTC, ILFS, etc.

32
Private venture funds like Indus, etc.

Regional funds like Warburg Pincus, JF Electra (mostly operating out of

Hong Kong).

Regional funds dedicated to India like Draper, Walden, etc.

Offshore funds like Barings, TCW, HSBC, etc.

Corporate ventures like Intel.

To this list we can add Angels like Sivan Securities, Atul Choksey (ex
Asian Paints) and others. Merchant bankers and NBFCs who specialized
in "bought out" deals also fund companies. Most merchant bankers led
by Enam Securities now invest in IT companies.

Investment Philosophy

Early stage funding is avoided by most funds apart from ICICI

ventures, Draper, SIDBI and Angels.

Funding growth or mezzanine funding till pre IPO is the segment

where most players operate. In this context, most funds in India are
private equity investors.

Size Of Investment

The size of investment is generally less than US$1mn, US$1-5mn,

US$5-10mn, and greater than US$10mn. As most funds are of a
private equity kind, size of investments has been increasing. IT
companies generally require funds of about Rs30-40mn in an early
stage which fall outside funding limits of most funds and that is why
the government is promoting schemes to fund start ups in general,
and in IT in particular.

Value Addition

The venture funds can have a totally "hands on" approach towards
their investment like Draper or "hands off" like Chase. ICICI Ventures
falls in the limited exposure category. In general, venture funds who
fund seed or start ups have a closer interaction with the companies
and advice on strategy, etc while the private equity funds treat their
exposure like any other listed investment. This is partially justified, as
they tend to invest in more mature stories.

33
A list of the members registered with the IVCA as of June 1999, has
been provided in the Annexure. However, in addition to the organized
sector, there are a number of players operating in India whose activity
is not monitored by the association. Add together the infusion of funds
by overseas funds, private individuals, ‘angel’ investors and a host of
financial intermediaries and the total pool of Indian Venture Capital
today, stands at Rs50bn, according to industry estimates!

The primary markets in the country have remained depressed for quite
some time now. In the last two years, there have been just 74 initial
public offerings (IPOs) at the stock exchanges, leading to an
investment of just Rs14.24bn. That’s less than 12% of the money
raised in the previous two years. That makes the conservative
estimate of Rs36bn invested in companies through the Venture
Capital/Private Equity route all the more significant.

Some of the companies that have received funding through this route
include:

Mastek, one of the oldest software houses in India

Geometric Software, a producer of software solutions for the CAD/CAM

market

Ruksun Software, Pune-based software consultancy

SQL Star, Hyderabad based training and software development

company

Microland, networking hardware and services company based in

Bangalore

Satyam Infoway, the first private ISP in India

Hinditron, makers of embedded software

PowerTel Boca, distributor of telecomputing products for the Indian

market

Rediff on the Net, Indian website featuring electronic shopping, news,

chat, etc

Entevo, security and enterprise resource management software

products

Planetasia.com, Microland’s subsidiary, one of India’s leading portals

34
Torrent Networking, pioneer of Gigabit-scaled IP routers for inter/intra
nets

Selectica, provider of interactive software selection

Yantra, ITLInfosys’ US subsidiary, solutions for supply chain

management

Though the infotech companies are among the most favored by

venture capitalists, companies from other sectors also feature equally
in their portfolios. The healthcare sector with pharmaceutical, medical
appliances and biotechnology industries also get much attention in
India. With the deregulation of the telecom sector, telecommunications
industries like Zip Telecom and media companies like UTV and
Television Eighteen have joined the list of favorites. So far, these
trends have been in keeping with the global course.

However, recent developments have shown that India is maturing into

a more developed marketplace, unconventional investments in a
gamut of industries have sprung up all over the country. This includes:

Indus League Clothing, a company set up by eight former employees

of readymade garments giant Madura, who set up shop on their own
to develop a unique virtual organization that will license global apparel
brands and sell them, without owning any manufacturing units. They
dream to build a network of 2,500 outlets in three years and to be
among the top three readymade brands.

Shoppers Stop, Mumbai’s premier departmental store innovates with

retailing and decides to go global. This deal is facing some problems in
getting regulatory approvals.

Airfreight, the courier-company which has been growing at a rapid

pace and needed funds for heavy investments in technology,
networking and aircrafts.

Pizza Corner, a Chennai based pizza delivery company that is set to

take on global giants like Pizza Hut and Dominos Pizza with its
innovative servicing strategy.

Car designer Dilip Chhabria, who plans to turn his studio, where he
remodels and overhauls cars into fancy designer pieces of automation,
into a company with a turnover of Rs1.5bn (up from Rs40mn today).

35
 Indian Scenario - A Statistical Snapshot

Contributors Of Funds

Contributors Rs mn Per cent

Foreign Institutional Investors 13,426.47 52.46%

All India Financial Institutions 6,252.90 24.43%

Multilateral Development Agencies 2,133.64 8.34%

Other Banks 1,541.00 6.02%

36
Foreign Investors 570 2.23%

Private Sector 412.53 1.61%

Public Sector 324.44 1.27%

Nationalized Banks 278.67 1.09%

Non Resident Indians 235.5 0.92%

State Financial Institutions 215 0.84%

Other Public 115.52 0.45%

Insurance Companies 85 0.33%

Mutual Funds 4.5 0.02%

Total 25,595.17 100.00%

37
 Methods Of Financing

Instruments Rs million Per cent

Equity Shares 6,318.12 63.18

Redeemable Preference Shares 2,154.46 21.54

Non Convertible Debt 873.01 8.73

Convertible Instruments 580.02 5.8

38
Other Instruments 75.85 0.75

Total 10,000.46 100

Financing By Investment Stage

Investment Stages Rs million Number

Start-up 3,813.00 297

Later stage 3,338.99 154

Other early stage 1,825.77 124

Seed stage 963.2 107

Turnaround financing 59.5 9

39
Total 10,000.46 691

Financing By Industry

Industry Rs million Number

Industrial products, machinery 2,599.32 208

Computer Software 1,832 87

Consumer Related 1,412.74 58

Medical 623.8 44

40
Food, food processing 500.06 50

Other electronics 436.54 41

Tel & Data Communications 385.09 16

Biotechnology 376.46 30

Energy related 249.56 19

Computer Hardware 203.36 25

Miscellaneous 1,380.85 113

Total 10,000.46 691

41
 Financing By States

Investment Rs million Number

Maharashtra 2,566 161

Tamil Nadu 1531 119

Andhra Pradesh 1372 89

Gujarat 1102 49

Karnataka 1046 93

West Bengal 312 22

Haryana 300 22

42
Delhi 294 21

Uttar Pradesh 283 29

Madhya Pradesh 231 2

Kerala 135 15

Goa 105 16

Rajasthan 87 11

Punjab 84 6

Orissa 35 5

Dadra & Nagar Haveli 32 1

Himachal Pradesh 28 3

Pondicherry 22 2

Bihar 16 3

Overseas 413 12

Total 9994 691

Source IVCA

43
 Problems With VCs In The Indian Context

One can ask why venture funding is so successful in USA and faced a
number of problems in India. The biggest problem was a mindset
change from "collateral funding" to high risk high return funding. Most
of the pioneers in the industry were people with credit background and
exposure to manufacturing industries. Exposure to fast growing
intellectual property business and services sector was almost zero. All
these combined to a slow start to the industry. The other issues that
led to such a situation include:

44
 Valuing

Valuation of any business has always been complicated. With the

growing prominence of service businesses, valuing businesses has
become all the trickier.
Consider the straightforward issue of valuation of any manufacturing
concern. The basic material required for such an exercise is readily
available. For example, the financial records of the company, its
product line the industry in which it operates its competitive position,
etc.
But even here, there are a number of thorny issues. For one, what
should be the discounting rate? Even experts find it difficult to come to
a conclusion on the most appropriate rate of discounting to be applied.
Or for that matter, the method of valuation. To twist the tale a little
further, what if a steel maker gets into the business of reselling
computer hardware?
On the other hand, service businesses are a different ball game all
together. The investment required to set up a service business is
generally far lesser than that required for a manufacturing business.
Moreover, predominant assets deployed by service business are
intangible. Human capital usually forms a very vital part of such
intangible assets.
And how do you value human capital? That is the question most
accounting bodies the world over are grappling with. The fact is that

45
most traditional parameters used to value companies simply cannot be
applied to these new age companies!
Most often, these companies operate in unknown markets and with
brand new technologies. There are no precedents to follow. There are
no established norms. There are only ideas and more ideas. Only a
very small percentage of the entrepreneurs diligently implement their
ideas and give birth to path breaking businesses. How do you value
companies that have had no past and only hold the promise of the
future?
It is in this context that valuation of software companies; Internet
companies and Dotcoms have come to pose formidable challenges to
both regulatory bodies and valuers. Regulators the world over have
tried to set some guidelines, which will help in the valuation of such
concerns.
But don't traditional valuation methods focus on these anyway? Don't
the existing statutory requirements necessitate the furnishing of such
information through annual reports and statement of results and other
declarations to various authorities?
The point is this: you cannot differentiate a Dotcom from any another
company. Ultimately, every business entity has to create and enhance
stakeholder value. Any business that does not do this does not deserve
to exist.
Hence, all normal disclosure norms and valuation methods should be
applied to Dotcom and Internet companies.
In fact, only the strict application of investment prudence and normal
business principles can safeguard the interests of all involved.
For example, the management team factor is said to be the most
important ingredient for the success of an Internet company or a
Dotcom. Or for that matter, for any business concern. Any business
venture will be on a sticky wicket if its management team is not up to
the mark. But, how will statutory norms ensure this?
Therefore, regulators need to ensure that all pertinent information that
is necessary for all companies disclose informed decision-making.
Policy framework, accounting policies to be followed and stringent
action plan against defaulters (that are implemented!) the other areas
regulatory bodies need to put in place.
As far as investors are concerned, one cardinal principle must never be
forgotten: caveat emptor!
After all, aren't valuation exercises a game of betting on the future?

46
In early 2000, Internet entrepreneurs had succeeded in quickly
transforming their business ideas into billion dollar valuations that
seemed to defy common wisdom about profits, multiples, and the
short tem focus on capital markets. Below mentioned is an attempt to
understand how Dotcoms are valued.
The most common critique one hears about the valuation of Internet
companies is that their values balloon as their loss balloon. This
relationship is driven by 2 factors: supernormal growth; and
investments running through the income statement. Many Internet
related start-ups experience annual growth rates exceeding 100
percent. This hyper-growth when fuelled by investments that have
been expensed rather than capitalized will create ever-increasing
losses until growth rates slow.
Internet companies typically do not require heavy investments of the
type that get capitalized, such as factories, plant and equipment, etc.
their investment is in customer acquisition, which has to be expensed
through the income statement. For e.g., if the acquisition cost per
customer, through advertisements and direct mails of CD- ROMs is $40
per customer and a company successfully builds its customer base
from 1 million in 1 year to 3 million in the second year, to 6 million in
the third year, its acquisition costs will rise from $40 million in the first
year to 120 million in the third year.
In a ‘bricks and mortar’ retailer case, much of the customer acquisition
costs will comprise of costs consist of securing a store location,
furniture fixtures etc. these expenses are largely capitalized and
expensed over their useful life. Hence the physical retailer will break
even years earlier than the virtual retailer with the same investment.
Provided that the virtual retailer will earn a positive net present value
on its customer acquisition investments, increasing losses because of
accelerating customer acquisition will raise the value of the company.
These conditions of super normal growth and investment through the
income statement render short hand valuation approaches including
price to earnings and revenue multiplies, meaningless. The best way of
valuing Internet companies is the DCF (Discounted Cash Flow)
approach, which makes the distinction between expensed and
capitalized investments unimportant because
Accounting treatments don’t affect cash flows. The absence of
meaningful historical data and positive earnings also don’t matter,
because the DCF approach relies solely on forecasts of performances
and can easily capture the worth of value creating businesses that
have had several years of initial losses.

47
A three-stage approach is used to make DCF more useful for valuing
Internet companies – starting from a fixed point in the future and
working back to the present using probability- weighted scenarios to
address high uncertainty in an explicit way, and exploiting classic
analytical techniques to understand the underlying economics of these
companies and to forecast their future performance.
The above approach is illustrated with a valuation of AMAZON.COM,
the archetypal Internet company, as of November 1999. From its
launch in 1995 it built a customer base of 10 million and expanded its
offerings from books to toys, CD’s, videos etc. it also invested in
branded Internet players like pet.com and Drugstore.com. This
company is a symbol of the new economy. It has a very high market
capitalization of 25 US$ as at November 1999 and yet the company
has never made profits and has lost $390 million in 1999. The
company has become a focus of debate whether Internet stocks were
greatly overvalued.

Start From The Future

Instead from starting from the present – the usual practice in DCF
valuations is to start from the future – what the company and the
industry could look like when they evolve from today’s very high
growth, unstable condition to a sustainable moderate growth state in
the future and extrapolate it back to current performance. The future
growth rate should be defined by metrics such as penetration rate,
average revenue per customer, and sustainable growth margins.
For the purpose of understanding this concept, let us create an
optimistic scenario. Let Amazon.com be the next Wal-Mart. Say by
2010, Amazon.com continues to be; and has established itself as the
leading on line retailer; in both online and off line markets. Assume
the company has a 13% share of the total U.S books and music
market; it would have revenues of appx. $60 billion (based on today’s
market share) by 2010. Let us assume that Amazon.com earns an
average operating margin of 11% since due to its size will have a
better purchasing power and also incur fewer associated costs. Also in
the optimistic scenario Amazon.com will require less working capital
and fewer fixed assets than traditional retailers do. We also assume
that Amazon.com’s capital turnover will be 3.4.
Hence based on the above we get the following financials forecasts for
Amazon.com for the year 2010.
1. Revenues - $60 billion.

48
 2. Operating profit - $7 billion.
3. Total capital – $ 18 billion.
To estimate Amazon.com’s current value we discount the projected
free cash flows back to the present. Its present value is $37 billion.

What went wrong? What happened to the multi million-dollar

valuations? Where did all the money go?

Let us try and first understand what the Internet stands for, what the
Internet was intended for. The Internet is intended to increase
efficiencies and effectiveness that would aid in business transactions.
It is a tool to build efficiencies. How can one build a business model
around it? It is like building a business model around a fax machine or
a telephone. Some may argue that Direct Marketing is a business
model built around the telephone. But Direct Marketing is a channel, a
means for marketing and not the end and be all of the business
functions. Direct Marketing is used to enhance current business. But
what happened with the Internet? An entire business model was built
around the Internet. The Internet was intended to take over all the
functions in the supply chain and do away the human aspect of
business. We must understand the Internet is intended to AID human
beings, reduce human interference and hence the inefficiencies
associated with it, NOT do away completely with them. No
communication medium can become the root foundation of a business
model besides that for a service provider of that communication
medium. What was the main foundation of the Dotcoms? If you have
an idea that can be converted into a web application that caters to
most of the business functions the business will succeed. It was
assumed that the people would prefer to buy online rather than off
line. But what they forgot is that people don’t buy a product because
of good technology or that what the need is available just one click
away. People need other people. They need the human aspect.

These days, whenever I think of Dotcom, I think of a ticket to an

overpriced experience race. More than 90 per cent of the Dotcom
startups announced in the last 1-2 years, only a handful has even
made it to the starting post - leave alone run the final race. Eventual
failure is nothing new for sunrise industries in any sector. Old Economy
or New. Most industries grow by kindling a hundred entrepreneurial

49
dreams; only handfuls survive in the end. Nature's law will thus take
care of the Dotcoms in the usual way. Most Indian Dotcoms have tried
to mimic the assumed early success in US and elsewhere instead of
asking series of fundamental questions:
 What is it that I am offering that is not already being offered by
others?
 What will be my revenue sources?
 If there are many players in the field what will be the
differentiating factor?

The answer, currently, is very little. Whether it is groceries, or textiles,

or anything I would require regularly, I don't see the net as a great
place to buy. Given cheap Indian labor, almost all such things can be
done more easily over the phone. I can order dinner - sometimes even
a small order like a plate of idlis - from any nearby restaurant at no
extra cost in most Indian cities. I can order groceries from shops in the
vicinity of my home with a mere phone call. I would not order a shirt
or jewellery over the net for fear of not getting what I want (who will I
chase in case of wrong delivery as the word customer service is alien
to most Indian companies). Would I buy a TV or PC on the net?
Maybe. But only if the price advantage over the conventional
showroom is very clear supported with a good customer service
agreement. Not otherwise.

Net business models, especially in the B2C area, will work best in
areas where there are no physical products to be moved. Meaning,
they should work well in areas like broking, banking and financial
trading-and not so well in grocery or garments. Reason: there is no
physical product that I need to cart from factory to consumer, from
Mumbai to Delhi. On the other hand, whether I am in Mumbai or Delhi,
in areas like share trading the net clearly facilitates transactions and
brings down costs. I can buy or sell a share more easily and at lower
cost on the net. I can also do most of my banking from home or the
office, or even through my cellphone.

A business will work on the net if its products are sufficiently

standardized. The reason why Dell sells a lot of PCs through the net is
because the things going into PCs are no more than glorified
commodities - the same Intel chips, the same Microsoft software, and
the same add-on hardware. You can also sell high quality branded
products through the net, but risk commoditisation in the process. The
reason: the net allows the consumer to see all similar products on the
same shelf. Thus it would put a Titan watch and a Piaget on the same
pedestal. Good for Titan. But for Piaget?

50
The once robust Dotcom sector has seen a stunning reversal of
fortunes in the past several months. And no one knows how many
more are quietly cutting expenses. Where has IndiaInfo gone now?
What is SatyamOnline doing? Whether a company shuts down
completely or simply cuts back, its advertising budget invariably
suffers. Marketing is the first thing to go. Dotcoms can't live by ads
alone.

Dot-com closures are accelerating, with Internet startups now closing

at the rate of about one a day, according to a new report. The figures
bring clarity to the endless announcements of young companies
shutting down -- some of which launched amid great fanfare only
earlier this year.

In the next five years, out of all the companies existing in the Indian
Internet space (estimated to be around 500), 90 per cent will die and
the rest 10 per cent will survive through consolidation. The
consolidation will be done primarily through mergers and acquisitions
activity between companies that are technology driven and those
having strong business models. Only 12 per cent of all the Indian
Internet companies have received a venture capital funding and these
are primarily the ones that will experience consolidation activity. The
reason why incubation of start-up companies has not taken off in India
is that most of the incubator companies and venture capital funds
themselves are less than one-year old. Primarily financial compulsions,
rather than being driven by complimentary synergies between various
companies drive the merger and acquisition activity in India. This is
because the Indian start-up ecosystem is not yet mature, and the
venture capitalists are themselves learning.

The valuations of Dotcom companies have dropped by 50 per cent as

compared to those six months back. In fact, the valuations have
become more realistic today. There is no parameter to measure
valuations, but the stock market. But this is also not real, as the stock
market is not applicable to a Dotcom company (because the presence
of a Dotcom company in the stock market is very far away, only when
it goes public Valuations of the Internet companies are more of a
perception and are driven by sentiment.

Then why was there a mad rush to invest in Dotcoms? Why

were million of dollars pumped into these ventures? Didn’t
people realize that this might not work?

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Over 80 percent of the 350 companies that have gone public under the
guise of the Internet are not showing profits. Because they don't have
profits, it’s hard to know how to value them. Amazon.com has been
valued like Microsoft on steroids. The reason that Microsoft has a high
valuation is that it has 37 percent to 40 percent operating profit
margins, whereas a company like Amazon, which is just a distribution
company, can never expect those kinds of margins. Microsoft is an
intellectual property company. An Amazon is just a distributor --
distribution companies typically generate 2 percent profit margins. But
since they weren't generating any profits, people didn't know what to
expect, so they thought -- oh, maybe they're going to be the next
Microsoft.

Now, people are starting to understand who are the real companies
and what are the real business models.

Clearly, the bubble has burst. Things will never be the same. What's
happened is a lot of people have lost a lot of money and is going to
scar them for a long time, and they're going to realize that it's now
back to fundamentals. It’s back to rationality.

The bottom line is that there was this game of musical chairs that was
being played. I think that intuitively people knew that the market was
artificially propped up, but everyone has been making so much money
in the market in the last two or three years, so no one wanted the
music to stop and it kind of took on a life of its own. E-tailing
companies plus the Web media companies got caught recently.

The e-tailing companies were caught with people realizing that they're
never going to make the kind of profits that a Microsoft or a
technology company would. As for the Web media companies: When
AOL merged with Time Warner, it was kind of like the smartest guy in
the Web media business, As Steve Case, said that in order to move
forward successfully I need old economy capability. So, a lot of these
pure-play Internet media companies, such as TheStreet.com and
iVillage, got kind of left hanging out there.

Bubble or boom, the dot still fascinates, and the rush to set up Dotcom
portals continues unabated. Evidently, the pot of gold at the end of a
venture capital rainbow is too strong a temptation to resist.

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