(Published in the March 2012 of Images Retail, this is a compilation of Devangshu Dutta’s responses to questions put to him by the magazine’s editor on the subject of funding in the retail sector in India.)

India is one of the largest markets that promises a sustained consumer-led growth in the foreseeable future, due to the shift from a fragmented retail ecosystem to a more modern and consolidated industry.

Modernisation and consolidation will happen not only in front-end (retail) operations, but also in the supply chain of both products as well as tertiary suppliers such as equipment and service providers. Well-informed investors are looking at the entire ecosystem rather than only funding the front-end of the retail business.

The biggest challenge for private equity and venture funds looking to invest in the Indian retail sector is finding business models that are logically scalable within a four-to-five years time frame and allow the investor a decent exit. Due to the nature of the most funds and how they are structured, a seven-to-eight year term is the maximum time a fund would be involved with an investee company and it is difficult to find an investor with a longer-term horizon.

On the other side, this can also prove to be a challenge for the investee company: some of them may feel unduly pressured to grow faster than the natural pace of their business and could make strategic and operational decisions that are destructive to the business. As consumer incomes move up and the environment becomes more conducive, the life cycle to building a retail business becomes shorter. For instance, 20 years ago it would have taken over 10 years for a business to cross Rs. 100 crore (INR 1 billion). Today, with the right mix, it would take much less time. However, building a business that is both large and profitable (hence sustainable) still takes a significant amount of time.

Venture equity is suitable for businesses that can grow and add value inorganically, either in intellectual property-driven businesses such as technology companies and brands that can provide higher margin returns on a given equity base, or by selling the business further to investors who think they can derive even more value from it in future.

Retailing, on the other hand, is inherently an organic growth business, and the most suitable sources of funding for organically grown business are internal accruals and debt. However, the rapid economic growth in the last 15 years has created an opportunity for large businesses to emerge inorganically. Good examples of this are the large corporate groups that have entered retailing. Looking at them, one could be seduced into thinking that the environment and the business have changed significantly such that other professionally created businesses could be easily launched, venture-funded, and grown to exit. My take on this: If you can create a fund whose life is 20 years or more rather than the typical 10 years, there is a better likelihood of making it work.

Of course, bank debt is not easy for an entrepreneur either – Indian banks have become more progressive, but the norms are still relatively stringent. Unless the space is bought, the retail business has few significant-value fixed assets, and bank loans are limited for businesses that cannot offer much collateral.

Each stage of the retailer’s growth needs a judicious mix between own capital, supplier credit, bank loans and external investors’ equity. The last one evolves from friends and family at the inception, to angel and venture investment during growth to, eventually, public equity, if all goes well. Each of these sources of funding come with their own expectations on returns and disclosure, so an entrepreneur needs to balance these based on his own comfort levels. One of the most important characteristics for most institutional investors is that the business seeking funding should have a broad and deep management and executive team, rather than being over-dependent on the founder-entrepreneurs. There needs to be a demonstrated track record of growth that has been delivered by this team, and a clear future direction to sustain and grow the business.

It is a curious cycle: structured, process-oriented and systematic businesses that are not dependent on one person (the founder) are more likely to attract outside money, and outside money coming in puts more pressure to create transparency and broadening responsibility with which many entrepreneurs are uncomfortable. Most of them start their own businesses so that they do not have to report to someone else, but the moment there is external money involved, you realise that you are answerable to someone else. This is often a tough call for an entrepreneur – not just in India, but worldwide – a traditional, patriarchal and feudal mind set will just not work with external investors involved, especially in today’s environment where information and opinions flow more freely than ever before.

One of the most common mistakes Indian retailers make while trying to get funding is over-estimating the market demand. The second is underestimating the complexity (and costs) involved in starting and growing the business to profitability. Once you have put a business plan out there, it not only becomes a hook for your prestige, but valuation norms are also driven by the figures that have been agreed upon. This can cause business decisions that look productive in the short term – such as adding stores to grow sales immediately – but are harmful in the long run, such as adding stores in locations that are not sustainable. We have seen such decisions being made in the last five to six years, and investors as well as bankers are more wary today while evaluating businesses to fund.

A key thing to remember is: no matter how badly you want the money, it is not just about the money. From an entrepreneur’s perspective, who provides the money can be even more important than how much and how quickly the money comes in. For example, a particular investor could bring in a business perspective and relationships that are directly relevant to the entrepreneur’s business, which can add value well beyond the money that flows in. Commonality of objectives and a shared view of the time frames involved are also important, so that business decisions have the full support of the investor.

Timing is important: If you get an investor in too early, you may be losing on the valuation and selling out too much of the business to one investor. However, holding out for the ‘ideal’ benchmark valuation is possibly worse, because there is also a cost to the time and opportunity lost in getting the required funds. If I were to focus on one piece of advice to an entrepreneur looking to raise funding from a VC, it would be this: don’t try to extract what you think is your complete lifetime’s worth from the first investor deal that you sign. If the business is successful, and the first investors are happy with their returns, they and others are likely to come back to you in far greater numbers, offering much higher valuations.

Later-stage retailers still have avenues to raise debt and private and public equity, whereas start-ups and early stage businesses that can add significant entrepreneurial colour into the business are the ones that are struggling to get funded.

In many countries early stage seed, angel and venture investments are provided incentives in terms of tax structures – this is something that the venture community in India has been lobbying for with the government, and if provided, could improve the ‘investibility’ of early stage retail businesses.

[Readers may also find it useful to go through the brief presentation on Slideshare: “What does it take to create a fundable venture?”

Amazon has beta-launched a consumer-facing business in India with its comparison shopping site Junglee.com.
The company has been engaged with India as a support and development centre for several years now, and its traffic and business from India has also grown steadily ever since it started shipping products to the country.

Given the critical mass that is now becoming visible in the Indian e-commerce market, it is logical for Amazon to look at a more direct customer-facing presence here. Its recent moves to set up a fulfillment centre and now the Junglee.com launch certainly look like precursors to a retail launch, whenever the government allows foreign investment multi-brand retail businesses.

Junglee’s current business model is technically not a retail business since the actual transaction would happen on Amazon and websites of other retailers whose product listings it is aggregating.

In the short term, Junglee could be a beneficial partner to existing e-commerce retailers, since Amazon’s robust technology and know-how would become available as a platform, and it would also provide an additional channel for customer traffic. However, with time, Junglee could well become a sizeable competitor for primary traffic which otherwise would have landed directly on the retailers’ own websites. Smaller e-tailers who sign up with Junglee may also find it harder to break away into an independent presence.

The benefit to Amazon, of course, is developing the customer base for a future Amazon-India site, and achieving much deeper insights on customer shopping behavior in India than it possibly gets from the Indian customers transacting on Amazon’s non-Indian websites.

With time, and as Amazon takes a deeper plunge into the market, Indian customers who have enjoyed the Amazon experience remotely can certainly look forward to a wider choice of products at lower costs and with quicker deliveries.

As the debate over FDI (even for single brand retail) continues, over 250 international brands in the food service and fashion and lifestyle sectors alone continue to service the Indian consumers. Interestingly more than half of them are present in the Indian market through the franchising route.

Franchising has been a preferred entry strategy especially in case of the food service sector. Many of the international food brands have opted to give the master franchise to an Indian partner who can use the international brand’s name but is responsible for sourcing the ingredients and maintaining the international quality standards for food and service. One such example is Dominos, which incidentally is also the country’s largest international food service brand. Of course, as FDI liberalisation seems nearer the finish line, brands such as Starbucks are choosing to join hands with an Indian partner while others such as Denny’s Corp are planning to tie up with regional licensees.

In case of the fashion sector, in the early years of liberalisation few international companies chose franchising. Instead some chose licensing to gain a quick access to the Indian market at a minimal investment. Others set up wholly owned subsidiaries or entered into majority-owned joint ventures to have a greater control over their Indian business operations, product sourcing and supply chain and brand marketing.

However, at the turn of the last decade, many international fashion brands chose franchising owing to favourable business environment. An environment conducive for growth of franchising was created by reduction in import duties under WTO agreements, the absence of a wide network of multi-brand retail platforms, the need for using exclusive branded outlets as a marketing tool to create a full brand experience and the simultaneous growth of real estate investors who were potential master franchises ready to invest capital and real estate.

The question is how the liberalisation of FDI norms will impact the choice of market entry strategy for the international brands. Would franchising continue to remain the preferred entry mode as we set into the liberalised FDI regime? The change in foreign investment norms has already led to some brands (in particular those in the fashion and lifestyle sector) transitioning their existing licensing or franchise partnership into a joint venture or wholly owned subsidiary while the new entrants are actively considering ownership routes rather than franchising.

Certainly, the ideal scenario for an international brand would be to have complete ownership and control over the operations in a strategic market like India, but direct investment does also increase their risk and the investment is not financial alone. Amongst other choices licensing offers the least control, and while joint venture may be preferable for some brands, for many franchising still proves to be the practical choice for some time to come.

Franchising may potentially be quicker way to launch with higher chances of the retail business being successful. As it is an “entrepreneurship” model of business, the franchisee’s motivation to make the venture a success is high. The international brand has an assured income by way of royalty on the license agreement and could expand more rapidly in the market. Having a local partner with a closer understanding of the market and the ability to adapt to the changing needs of the consumers also helps to ensure that the international brand’s offering is tuned in to consumers’ demand.

Further, unlike more developed markets where brands have sizable networks of large-format store as a launch and growth platform, in India there are still limited choices to simply “plug-and-play” using department stores or any other large-format retail network. Partnering with a franchisee who has access to retail real estate can be a quick way to reach the target consumers. On his part the franchisor needs to ensure that the business model is well thought through in terms of the team and infrastructure required and is scalable.

For a successful relationship it is vital that the franchisee has an entrepreneurial mind-set. The essence of the brand needs be well understood, and the franchisee must have operational involvement rather than a “passive investment” approach.

If both partners understand their respective responsibilities, franchising can truly be a win-win business model.

Global quick-service restaurant brands are expanding their footprint in the quickly evolving Indian market. But some are also falling by the wayside.

Here are some perspectives from the industry (ET Now telecast video – about 6 minutes):

Click here

The transition between calendar years offers a pause. We can use it to evaluate what passed in the previous year, chalk out our journey for the next one.

The first response of most people to the question “What happened in the Indian retail sector in 2011” would be probably something like this: lots happened, and then – at the end – nothing did!

That is because one theme ran through the entire year, month after month, fuelled by tremendous interest in the mainstream media as well. This was about the change expected, hoped for, in the policy governing foreign direct investment (FDI) into the retail sector. Hearing the debate go back and forth, on one side it seemed as if FDI was going to cure every ill of the Indian economy, and on the other it seemed as if the country was being sold out to neo-colonists.

It’s worth remembering that not too long ago foreigners could invest in retail businesses in India freely. Benetton ran some of the key locations in the network through its joint-venture which subsequently became a 100 per cent owned subsidiary. Littlewoods (UK) set up a 100 per cent owned operation in India during the 1990s before its home market business collapsed, and its Indian operation was bought by the Tata Group to form Westside. And well before all these, one of the early multi-nationals, Bata, had already built a humongous network of stores across the length, breadth and depth of India.

The motivation for the decision to exclude foreigners from this sector may have been political, economic or mixed – that is not as important as the timing.

By the mid-90s India had just started to attract interest as private consumption was just about picking up steam. Several international apparel, sportswear and quick service brands entered the market during this time. Many of these brands started setting up processes and systems that changed the way the supply chain worked. They gained market share, and more importantly mindshare, with young consumers. In this process some of the domestic brands did suffer, some of them irrecoverably. However, with foreign investment suddenly blocked-off, many brands that wanted direct ownership in the business in India turned away. In their opinion the opportunity just wasn’t big enough to take on the hassle of a partner. Some did enter, but with wholesale distribution structures rather than in retail.

During this last decade, the Indian retail landscape has changed dramatically. During the 2000s the economic boom happened and India became “hot” again. So did retail and real estate, as large corporate houses pumped in significant amounts of capital into setting up modern chains to tap into the fattening consumer wallets. Clearly, FDI was going to come up on the agenda again, but not quite at once. Indian companies needed some headroom to grow; and grow they did, partly with indigenous business models and brands, and partly as partners to international brands.

By 2011, there was more of a clear consensus among the Indian businesses that retail could be opened to FDI and must be. Internationally, too, political and economic heavy-weights from the significant western economies pitched for opening up the retail sector in India to foreign investment. Here’s the small public glimpse of the hectic activity that happened internationally and domestically:

• January: UK pushes for FDI; Indian ministers say the decision would not be rushed but look forward to attracting $250 billion FDI between 2011 and 2015
• February: some ministers say that the government is close to a decision but the timing is not yet right
• March: a senior government official notes that FDI is not essential to bring down inflation, while the finance minister reiterates that there is no decision yet
• May: another senior government official says that FDI is needed to tame inflation
• July: the prime minister says that the government is working to build consensus; the Committee of Secretaries recommends relaxation in FDI norms
• August-October: pronouncements progressively indicate a relaxation, but without a definite time-line
• November: cabinet approves 100 per cent FDI in single brand retail and 51 per cent in multi-brand, but severe political backlash pushes government to reconsider
• December: murmurs emerge about the delinking of decisions on single brand and multi-brand retail, so that some progress can be made

Such an anticlimax! For many, 2011 was the year that could have been a turning point. Could have been! If you had slept through the year and woken up on New Year’s Eve, would you have found nothing had really changed?

Ah, that’s the thing! I think most people observing the retail business actually slept through the year, because they were just focused on the FDI dream. Those actually engaged in the retail business know that many other things did change, some of which create the foundation for further growth.

The government did push on with the GST (goods and services tax) agenda. While stuck in politics at the moment, we look forward to incremental changes in harmonizing the taxes and tariffs regime, vital for truly unifying the country in the economic sense. On the downside, excise being levied on the retail price of clothing was a blow to retailers.

Growth continued. Indian’s retail giant, Future Group, grew to around 15 million square feet. The other giant, Reliance, announced renewed vigour and focus on the retail business with additions to the management team partnerships with international brands such as Kenneth Cole, Quiksilver and Roxy. Other new partnerships were announced, including significant American food service brands Starbucks (with the Tata Group) and Dunkin’ Donuts (with Jubilant). The British footwear brand Clark’s announced that it was aiming to make India its second-largest source country and among its top-5 markets within 5 years. Marks & Spencer pushed to expand its chain by more than 50 per cent, adding 10 stores to 19, while Walmart said its focus was on building scale rather than trying to squeeze profitability from its US$ 40 million investment so far. For fashion brands, the Rs 500 crores (US$ 100 million) sales threshold seemed more achievable as they used the accelerated pace of growth.

Many in the retail business talk about “the people problem”. Fortunately, some decided to demonstrate positive leadership, reflected in RAI’s announcement of an ambitious skill development plan for 5 million people in next 4-5 years, and industry veteran BS Nagesh announcing the launch of a non-profit venture, TRRAIN.

There was some bad news on the issue of shrinkage: a sponsored study placed India at the top of the list of countries suffering from theft. But the level was reported to be lower than the previous study, so there seemed to be hope on the horizon. The study didn’t say whether consumers and employees had become more honest, better security systems were preventing theft, or whether retailers themselves had become better at counting and managing merchandise over time.

A significant highlight was the e-commerce sector, which has found its way to grow within the existing restrictions and regulations, even as the online population is estimated to have grown to 100 million. Flipkart delighted customers with its service and racked up Rs. 50 crores (US$ 10 million) in sales. Deal sites proliferated and media channels celebrated the advertising budgets. Even offline businesses, notable among them pizza-major Domino’s, found their online mojo; Domino’s reported 10 per cent of its total revenues from online bookings within a year of launching the service.

In all of this the biggest story remains untold, which is why I call it an Invisible Revolution. This revolution is made up of the changes that are happening in the supply chain in the entire country, including investment by private companies in massive, large and small facilities to store, move and process products more efficiently. And in spite of the high costs of capital, suppliers are continuing to look at investing in upgrading their production facilities as well as their systems and processes. While the companies at the front-end will no doubt get a lot of the credit for modernizing India’s retail sector, it would be impossible without the support of the foundation that is being built by their suppliers and service providers.

2011 seems to have ended with a whimper. 2012’s beginning will be tainted by large piles of leftover inventory that needs to be cleared. Inflation seems tamer, but consumers have already tightened their belts, anticipating difficult times. The policy flip-flops and the political debates are sustaining the air of uncertainty. So what does 2012 hold?

Remember, the ancient Mayan calendar stops in December 2012, and no doubt there are many predicting doomsday! However, there are several others that see this as a possibility of rejuvenation, renewal.

Hope and fear are both fuel for taking action. Investment cycles are caused by an imbalance of one over the other.

In 2012, we’ll probably continue to see a mix of both. I recommend that we don’t take an overdose of any one of them. Even if you think 2011 was “the year that could have been”, I suggest still treating 2012 as “the year that could be”.

Here’s wishing you a successful New Year!