TIIR

Policy of Incubation at TIIR

In order to secure the status of an incubated firm at TIC / BIC one needs to fill a formal application form. Once the application form is received it will be vetted by members from business development group and technical experts group. On the completion of initial processing the applicant shall be contacted by a representative of our team to let the applicant know whether the application has qualified for the second stage or not. If our team perceives the proposed business idea to be viable and believes that we can assist in setting up the business venture and making it successful then we shall request a formal meeting to discuss in detail about business idea and type of support the applicants are seeking. We expect to bring detailed feasibility study/major milestones along with a formal presentation on what and how one wishes to proceed with business. After the completion of this step the business idea is once again deliberated and is presented to senior management for their approval. This is followed up by a formal letter from our team informing the applicant about the outcome of the application.

On successful completion of selection process we present the applicant with an agreement which normally accompanies afore-mentioned offer letter. This agreement outlines terms and modalities of our relationship with the firm for the period of stay at our facility. Signing of agreement must be made before occupancy of the office space.

For the initial period of six months the firm will be considered in the pre-incubation phase and its status is probationary. During this time we help the incubatee establish a fully function business unit and observe how the idea/business evolves. At the end of pre-incubation period, if the firm shows signs of maturity in its promised potential then the status of the firm will be converted to a regular incubating firm. We expect a firm to reach full maturity level by the end of third year (inclusive of pre-incubation period) and facilitate its move in the open market or to the next level of facilitation in TIIR. The milestone of the firm moving out of incubation facility after successful completion of its incubation period is called 'Graduation' of the firm.

Incubation Policy and Policy Objectives

The goal of TIIR at NITR is to promote technology based entrepreneurship and thereby facilitate practical application of knowledge for public use. TIIR-NITR wishes to facilitate the creation of ideas and inventions that benefit society. To this end, TIIR-NITR has adopted this Incubation Policy to provide guidance and management structure to facilitate development of entrepreneurship.

The scope of this document is to define the policies and procedures for the operational matters related to the TIIRNITR. It covers the following processes:

The policy is subject to periodical review and amendments. It will be the responsibility of the companies admitted to TIIR to update themselves from time to time on amendments in Incubation policy and procedures. NITR reserves the rights to make an exception of all or any of the terms of policy for a particular company or a promoter on a case to case basis

The admission to TIIR can be in any one of the following categories:

CATEGORY I:
Faculty, academic staff and students of NITR having the intent of trying out a novel technological idea for up-gradation to a commercial proposition, scaling up a laboratory proven concept, and setting up a technology business enterprise qualify for a pre-incubation project. It is expected that the innovator would like to commercialize the technology and would graduate to Category II within 1 year from beginning the pre-incubation.

CATEGORY II:
Technology based Start-up Company promoted by a first generation entrepreneur desirous of R&D partnership with the institute or a company, with the objective of commercializing a novel technological idea, scaling up a laboratory proven concept and setting up a technology business enterprise. Following are the eligibility criteria for admission to TIIR for Category II:

  • • TIIR is open to the faculty, staff, alumni and students of NITR. TIIR would also welcome outside promoters.
  • • A company has to be registered with RoC (Registrar of Companies) to be incubated in TIIR (except Category I). A company not registered with RoC (Proprietorship or Partnership) would have to do so within 6 months of admission to TIIR or before the disbursal of seed fund, whichever is earlier. A company can exist as a private limited company, proprietorship or partnership before it is admitted.
  • • TIIR would admit only technology based companies in any engineering discipline. Acceptable business would involve innovative, technology-based product, idea or service.
  • • Realistic financials demonstrating significant revenues within the first five to seven years. The business plan has to be submitted during the application phase.

CATEGORY III:
Technology/ R&D unit of an existing small/ medium size enterprise, industry association or an R&D company who desires to have a close technology interface with NITR. The subsequent details of this policy are applicable to Category II incubation projects. Category III projects would be governed by individual contract with the specific company.

Following admission procedure would be followed:

STAGE 1: SUBMIT EXECUTIVE SUMMARY OR BUSINESS PLAN
As a first step in the admissions process, the prospective company should submit an executive summary. TIIR will submit the executive summary to an internal review committee. TIIR does not require the submission of a final business plan for category I, but the incubator must receive a written indication that the company's founders have thought through the entire business process and, to some extent, have addressed the essential issues which will affect the company's success. Category II and III companies must submit the business plan along with the application.

STAGE 2: PRESENTATION TO TIIR
If the initial evaluation of the business plan / executive summary is positive, TIIR will arrange a meeting at TIIR with the company founders, during which the company will be expected to make a PowerPoint presentation describing critical aspects of the business plan to an evaluation committee. The presentation will be followed by questions. After the presentation, a final determination will be made regarding the company's entry into the incubator. The company will be informed of final decision within a week after the presentation.

RESEARCH & DUE DILIGENCE:
Throughout the application process, on an as-needed basis, TIIR will perform research and due diligence of the company, the management team, the industry, and current and future competitive elements facing the business. TIIR may require further information from the applicant, and may ask the applicant to revise the executive summary and/or presentation.

NON-DISCLOSURE:
TIIR-NITR adheres to strict confidentiality throughout the application process. However, TIIR-NITR will not sign any "non-disclosure" agreements.

TIME:
The approval process can take as long as Eight weeks. The length of the approval process is largely dependent on the preparedness of the prospective company. After successful completion of the admission process, the time between approval and the actual move-in date is flexible, due to varying conditions such as space requirements, paper work, etc.

DOCUMENTS TO BE SUBMITTED:
A company or a team of founders desirous of being incubated in TIIR should submit the following documents:

  • 1. Business Plan/ Executive Summary
  • 2. Intellectual Property declaration worksheet
  • 3. Application for seed fund (if required)
  • 4. Statement of infrastructure requirements
  • 5. The details expected are – office space (in sq meter), number of PCs (maximum of 5), any special lab facility needed, if the proposed company wants to be closely coupled to any lab in the institute, furniture requirements, telephone, connectivity and alike. R&D Support required from NITR, if any.
  • 6. Statement of Purpose (what benefits and values do the promoters see from getting incubated in TIIR)
  • 7. Schedule – proposed date of moving in and anticipated duration of stay
  • 8. Memorandum of Association and Articles of Association (if the company has already been formed, otherwise this would have to be submitted within 30 days from the date of incubation)

EVALUATION CRITERIA:
Some representative criteria to be applied for evaluation (not limited to these)

  • 1. Strength of the product idea in terms of its technology content, innovation, timeliness and market potential
  • 2. Profile of the core team/ promoters
  • 3. Intellectual Property generated and the potential of the idea for IP creation
  • 4. Financial/ Commercial Viability and 5 year projections of P&L, Balance Sheet and Cash Flows
  • 5. Funds requirement and viability of raising finance
  • 6. Time to market
  • 7. Break-even period

Upon admission to TIIR, the following facilities will be offered to the incubatee companies on an individual basis:

  • • Office space: Company dependent
  • • Internet connection
  • • Phone lines (Intercom) – Each company will pay the rentals and bills
  • • Furniture

COMMON INFRASTRUCTURE:
TIIR provides a common pool of hard and soft infrastructure to be shared by all incubatee companies. Following resources are provided:

  • • Fax machine — Photocopying machine
  • • Document Scanner
  • • Library: Management Books, Subscription to IT, Business, Management and Trade journals and newspapers
  • • Meeting/Conference room with projection equipment
  • • Teleconferencing facilities

INSTITUTE INFRASTRUCTURE:
TIIR will facilitate access to institute infrastructure as per norms of NITR.

SERVICES:
TIIR will associate with professionals for accounting, IP, legal and management expertise on a part-time basis. Incubating companies can avail of their services. Any direct services provided to an incubatee would have to be paid for by the incubatee to the service provider.

TIIR will also provide soft infrastructure and business services to the incubating companies. Possible services and support items are listed as follows:

  • • Training in business management: structured short courses
  • • Training in business communication: written as well as verbal
  • • Accounting tools/ software
  • • Common secretarial pool/staff
  • • Experiences of successful companies – a knowledge/ information site would be created where management concepts, intellectual property evaluations, deal making, negotiations, networking, VC funding, company registrations etc. are provided
  • • Networking events/ showcases
  • • Tie-ups with chartered accountants and other professional organizations as required

MENTORING AND ADVISORY SERVICES:
Strategic Checkups: The TIIR Head will meet with company CEOs at least once per month for strategy reviews and discussion of operational issues.

  • • Each incoming company is offered a "Mentor." This is a person with extensive business experience or specific industry insight who will advise the company on a limited basis regarding matters of particular importance to the company.
  • • A faculty advisor is also associated with the incubatee as a mentor on technology issues.
  • • Specialized mentors will also be available to the companies to assist with particular strategic areas or to provide project-oriented consultation.
  • • All companies would be provided access to consulting by professionals.

MARKET RESEARCH AND CONSULTING:
TIIR partner organizations provide consulting and market research services to incubatees. Services may include:

  • • Market research and opportunity identification
  • • Valuation of Businesses
  • • Competitor Research
  • • Market analysis and sizing
  • • Customer Search
  • • Electronic Research
  • • Marketing plan formulation
  • • Consulting on strategies at various stages: Launch, Growth and Harvest of businesses.

Any specialized consultancy work for a specific company has to be paid for by the incubatee directly. However, TIIR may provide certain services to all incubatees, which it may choose to bear the complete cost. However, it would be sole prerogative of TIIR to choose who would pay for these specialized services.

Companies will be permitted to stay in the incubator for a period of three years. Two extensions may be granted for 6 months each at a time at the sole discretion of the Advisory Committee of TIIR.

EXIT:
An Incubatee company will leave the incubator under the following circumstances:

  • • Completion of three years' stay (if no extension granted)
  • • Underperformance or unviability of business proposition as decided by TIIR on case to case basis
  • • Irresolvable promoters' disputes as decided by TIIR on a case to case basis
  • • Violation of any NITR policy
  • • Raising substantial investment
  • • Number of employees of the incubatee exceeds
  • • When the annual revenues of the incubatee or the Profit After Tax exceed a certain value as decided by the TIIR committee.
  • • When the company enters in an acquisition, merger or amalgamation deal or reorganization deal resulting in a substantial change in the profile of the company, its promoters, directors, shareholders, products or business plan
  • • Incubatee plans for a public issue
  • • Change in promoters'/ founders' team without concurrence of TIIR.
  • • Any change of more than 50% of equity ownership would require a prior approval of TIIR
  • • Any other reason for which TIIR may find it necessary for an incubatee company to leave

Not with standing anything written elsewhere, TIIR's decision in connection with the exit of an incubatee company shall be final and shall not be disputed by any incubatee company.

Promoters should fill an IP declaration worksheet at the time of admission. If some NITR IP is being used, the worksheet should contain the following details.

  • 1. Intellectual Property that is being transferred from NITR to the company. This can be a patent, software code, copyright, design registration, developed product, and alike.
  • 2. If any NITR seed grants have been used in developing the technology which will go into the product(s) of the proposed company.
  • 3. If any students have worked on the technology and if their work will be incorporated in the product(s).
  • 4. If funds from Government agencies (DST, MIT, BNRS, DBT ……) have been used in the development of technology. If yes, what was the understanding with the funding agency in terms of sharing the IP.
  • 5. If collaborative work with faculty members (who are not promoters) is being incorporated into the product(s).
  • 6. If any NITR infrastructure (hardware, testing setup, instrumentation, computing resources, processes) has been used in developing the technology that will go into the product(s).
  • 7. If any consultancy projects were executed in the proposed area.
  • 8. An agreement with NITR that the IP has been assigned to the company for commercialization.

The entrepreneur would have option of first purchasing the rights of IP from NITR and then being incubated or assigning equity to NITR in lieu of direct payments to NITR.

The incubatee would maintain a register with the details of any IP (patents, licenses, copyrights etc.) that has been brought into the company prior or during their stay at TIIR. Also, any IP developed during the stay would be maintained in the register.

Not with standing anything written above, Intellectual Property Rights will be governed by the Intellectual Property Policy of NITR.

TIIR-NITR may provide seed loan subject to the availability of funds/ grants/ schemes meant for this purpose. Seed loan will be sanctioned only to the registered companies and shall be based on merits of each company. Promoters/ founders whose companies are not registered at the time of application shall not be eligible to apply for seed loan. Further, admission to TIIR shall not automatically entitle the companies to seed loan.

A company desirous of getting seed loan may submit an application for seed fund simultaneously with submission of the application for admission in TIIR. Sanction of seed loan will be decided based on the eligibility criteria as decided by TIIR. It would be also subject to the terms stipulated under specific grant or scheme as the case may be.

One of the criteria for approval of the seed loan will be the contribution brought in by the promoters to the capital of their companies. Preference will be given to companies who already have some sources of revenue or some customer order booking. TIIR will have sole discretion to sanction or reject an application for seed loan and the decision of TIIR in this regard shall be final. TIIR is not bound to give any reason in case an application for seed loan is rejected.

Though seed loan may be sanctioned at the time of approval of the proposal for admission, disbursement shall be subject to satisfaction of TIIR Head that suitable progress has been made.
The seed fund will be treated as a soft loan. The following terms apply for seed fund provision:

  • A. A seed money as decided by the TIIR committee will be provided to the incubatee depending on the merit of the proposal and availability of resources.
  • B. The release of funds would be company specific.
  • C. The loan will carry an interest rate of three percent per annum and is repayable at the end of three years from disbursal. The company may choose to repay the loan in cash or to convert half the loan amount into equity as outlined in the in the specific agreement to be decided and signed by TIIR and the incubatee.
  • D. Company will submit its current balance sheet, profit and loss statement and any other material to substantiate its loan application. The application should be substantiated by providing the outstanding client orders, Letters of Intent, Strategic Alliance agreements, invoices for services rendered, and alike.
  • E. Company will submit projected Balance Sheet, Profit and Loss Account and calculation of working capital requirements
  • F. Every 12 months or at the end of financial year (whichever is earlier), a balance confirmation certificate and a Promissory Note for the balance outstanding shall be taken by NITR

In case the incubatee company defaults in repayment of the loan within the due period, the Steering Committee will review the performance of the incubate company and advise/recommend for the extension of the time period of the loan repayment, or to take appropriate legal action, or of writing off the loans to the Advisory Committee of the TIIR. On the advice of the Advisory Committee of the TIIR, the competent authority of NITR will initiate appropriate action.

A committee set up by TIIR will evaluate the performance of incubatees every 3 months. The emphasis of evaluation will be on checking if the milestones specified in the business plan are met. For a company which has taken seed fund loan, additional checks will be done on the financial health of the company in terms of its order booking, expenses, profitability, utilization of seed money loan for the specified purposes and its ability to repay the loan. Further seed fund disbursal will be dependent on the progress shown in previous appraisal. Periodic assessment would vary depending on the stage of incubation the company is in. Some representative criteria for evaluation are:

A. IDEATION / INNOVATION STAGE
  • • Concept development / Opportunity spotting
  • • Product Development
  • • Market assessment / Competition analysis
  • • First level Business Planning / Business Modelling
  • • Founding Team
  • • Intellectual property protection
  • • Seed Funding
B. PRE-MARKET STAGE
  • • Proof of Concept/ Prototyping
  • • Product Development and enhancement
  • • Financial Assistance Required
  • • Test marketing
C. IMPLEMENTATION STAGE
  • • Full scale business planning including production, sales and sourcing
  • • Full scale Business Planning
  • • Pitching for Venture Funding
  • • Scaling up operations
  • • Large scale commercialization
  • • Mature Team Formation
D. EXIT STAGE
  • • Going National / Global
  • • Exit options for NITR
  • • Full scale business Graduation
  • • Post incubation Survival
The incubatee may be asked to provide more frequent updates to TIIR.
TIIR will charge the incubatees for infrastructure and services, seed loan and NITR Intellectual Property. This payment would be in the form of service charges and equity share as per following details.

CONSIDERATION FOR INFRASTRUCTURE AND SERVICES:
A company will be provided with office space and other basic infrastructure facilities as mentioned under Section 3 of this policy. The rentals and other fees, which may change from time to time, will be as per the decision of the TIIR committee. The incubatees would have option of deferring 50% of the rent till the time they exit from TIIR. For the deferred amount an interest rate of 3% would be charged to incubatee. However, the incubatee would need to provide a personal guarantee for the total sum deferred and interest (at 3% per annum) thereof. This amount would have to be paid back at the time of exit or converted to equity. The price for conversion would be as per the guidelines for seed fund. Additionally 3% equity would be assigned to NITR for providing infrastructure services in all cases.

CONSIDERATION FOR NITR INTELLECTUAL PROPERTY:
As per the Intellectual Property Policy of NITR.

CONSIDERATION FOR SEED FUND:
The seed fund is provided as a soft loan and the incubatee are expected to pay back the seed money at 3% per annum simple interest rate. The incubatee would need to provide a personal guarantee to the extent of seed loan and interest thereof. Half of the financial support given to the incubatee company would have to be returned and the remaining 50% would be converted into equity at the time of valuation. The entrepreneur would have the option of paying it back in cash also. 50% seed loan may be converted into equity as per following details:

  • • Based on the valuation of the company at the time of exit OR
  • • Cost contribution (in case no valuation of the company is conducted or agreement reached on valuation)
NITR and the promoters would share the equity of the company as per the investments made by them.

The repayment of the loan and the interest amount will start after three years of the disbursement of the first instalment and will be recovered/repaid within the next three financial years in quarterly instalments or as soon as the company makes operating profits and is in a position to service the loan, whichever is earlier. Other Considerations: Access to institute infrastructure (labs, library etc.) and faculty expertise would be charged as per the defined NITR rules and regulations. Any consultant that is hired directly by the incubatee would have to be paid for directly. NITR will have a right to put suitable number of Directors (negotiated with the incubate) on the Board of Company. NITR will nominate members on the board of company whose powers and duties would be the same as if he were a nominee director of a financial institution. However, the nominee director shall not stand as a guarantor either to NITR or any other party. The said director shall stand indemnified by the company at all times of any liability for any legislation or act for the time being in force.

EQUITY DISPOSAL BY NITR:
NITR would have the first right to sell-off its equity stake in the company. When the incubatee raises funds in any form (Angel Investment, VC fund, acquisition etc.) where equity transaction would take place, NITR would sell its equity to the buyer. In case, no such transaction takes place within five years of exit of the company from NITR, the promoters would undertake to buy-back the entire equity stake of NITR at a price which is highest of the following:

  • • Book Value of the shares
  • • Price that will give NITR a net return of 12% p.a. compounded annually (for the investments made in seed fund)
  • • Market Price of the shares as defined by independent valuation
In case the company closes down, NITR will initiate due process to recover the investment.