Every entrepreneur looks for opportunities to increase its market reach and generate higher revenues in a short amount of time. While some may consider options such as acquiring a competitive business or business mergers as permanent solutions. Although, businesses looking for temporary solutions for business growth, may also consider entering into a joint venture in Shimla, Himachal Pradesh.
A joint venture (JV) is a commercial arrangement entered between two or more business enterprises with an objective to combine their resources to gain a tactical and strategic edge in the market for a shorter period to pursue specific projects. In the Joint venture (JV), each party is accountable for the costs incurred and profits/losses earned due to the arrangement. However, the joint venture is a separate entity from the other business interests of its participants.
A joint venture has been a common phenomenon across the Indian business Industry for ages in India. They are used across business sectors whereby Indian parties agree to cooperate with other Indian parties/ies to form a domestic joint venture or where one party is an Indian and the other one is a foreign entity and a cross-border joint venture is formed. Joint ventures in Shimla, Himachal Pradesh have brought tremendous success and growth in pursuance of such collaborations.
Some of the popular joint ventures in the country include names like Hindustan Aeronautics Ltd. (HAL), which has entered into various joint ventures with foreign companies like Rosoboronexport, Aviazapchast and Mikoyan-Gurevich (MiG) of Russia, British Aerospace and Rolls Royce Holdings Ltd of UK, Merlin-Hawk and Edgewood Ventures of the USA, Elbit Systems, Israel and Snecma of France. Similarly, the airline Vistara is a joint venture between India’s corporate giant Tata Sons and Singapore Airlines (SIA).
Joint Ventures in Shimla, Himachal Pradesh- Meaning & Definition
Basically, a joint venture happens when two or more businesses agree to work with each other to combine their strengths and limit their shortcomings to fulfill any objective or complete any project, which is in the form of a mutual understanding between two or more participants established on commercial terms & conditions. Joint ventures are usually formed by two businesses with complementary strengths. For example, a technology company may enter into a partnership with a marketing company to bring an innovative business product into the market or a foreign company may enter a joint venture with a domestic company to enter a new market and sell their products in such domestic markets.
While each start-up continues to maintain a separate business structure and legal status, creating a new joint venture is a collectively owned entity that is at the arm’s reach of the parent companies. Any number of companies or individuals may collaborate to create a joint venture that could include all types of business structures including self-employed individuals, Limited Liability Partnerships (LLPs), and Limited companies.
Generally, Joint ventures are created with a limited time frame or a definite outcome, they could also be created for a continuing purpose that ideally benefits all the parties, helps business to expand and grow or provide an additional stream of revenue that had not been possible otherwise. They could combine larger and smaller companies to take on either one or several bigger, or smaller projects and deals.
But, joint ventures should not be confused with the merger as there are several fundamental differences between the two. Firstly, where there is the transfer of ownership effectuated between the partners in a merger, no ownership is transferred in a joint venture. Further, in case a merger deal happens, both the parties continue to carry out business operations as one single firm rather than two separate firms. On the other hand, a joint venture happens when two firms continue to carry out their business operations but form a separate entity.
Therefore, a joint venture could dramatically increase the scale of operations and reach of the business while reducing business risks at the same time. However, without proper knowledge, it could be riskier for start-ups and could cause harm to both the parties involved. Therefore, the article below provides all about joint ventures in Shimla, Himachal Pradesh, the process of entering a JV, and its pros and cons for a business.
Himachal Pradesh is a state in Northern India that has snow-laden mountains. The state is characterized by an extreme landscape featuring several peaks and river systems. Himachal Pradesh borders Punjab, Haryana, Ladakh, and Jammu Kashmir. It also shares an international border with the Tibet autonomous region in China. 90% of the state’s population resides in rural areas. Major sectors contributing to the economy of Himachal Pradesh are agriculture, hydropower, horticulture, and tourism. As per the Indian corruption study 2017, Himachal Pradesh is the least corrupt state in India.
Himachal Pradesh is ranked as the second-best performing state after Kerela in India on Human Development indicators. Agriculture is the main source of income and employment in Himachal Pradesh, and 90% of the total population residing in Himachal Pradesh depends directly or indirectly upon agriculture. Agriculture employs around 62% of the total workers in Himachal Pradesh. The main cereals grown in Himachal Pradesh are barley, maize, and rice, and apple is the principal cash crop grown in Shimla, Kullu, Chamba, Mandi, and Kinnaurdistricts.
After agriculture, hydropower is one of the primary sources contributing to Himachal Pradesh’s economy. The state has vast hydropower resources because of various perennial rivers flowing there. The high-capacity hydropower plants in Himachal Pradesh produce surplus electricity for its neighboring states like Delhi, Punjab, and West Bengal. Tourism is also one of the significant contributors to the economy of Himachal Pradesh. The state has breathtaking views that attract a lot of tourists all around the world, and Himachal Pradesh is preferred for adventure tourism by many tourists.
Capital- Shimla (Summer) and Dharamshala (Winter)
The startup ecosystem in Himachal Pradesh
The state has performed very well in the state startup ranking exercise 2018, and Himachal Pradesh has taken some major reforms to develop a robust startup ecosystem. According to the state startup ranking 2018, Himachal Pradesh has been acknowledged as an aspiring leader. In November 2016, the state government of Himachal Pradesh launched its startup policy called ‘Chief Minister Startup or Innovation Projects or New Industries Scheme.’ The vision of the Chief Minister’s startup policy is to turn the educated youth into entrepreneurs and job creators.
To develop entrepreneurial spirits in the young generation, the government of Himachal Pradesh is trying to build a strong and supportive startup ecosystem. Department responsible for building a strong startup ecosystem in Himachal Pradesh is the department of industries, and the Nodal Officer responsible for this task is the principal secretary (industries). To build a robust startup ecosystem, the state government has appointed a nodal team called startup and incentive cell with five members. The team’s task is to support the development of the startup ecosystem in the state.
Top business ideas in Himachal Pradesh
Floriculture
Himachal Pradesh has a group of climatic conditions which offer opportunities for the development of floriculture. You can set up a floriculture business and develop many floriculture products like flower seeds, live plants, etc. Himachal Pradesh has an agro-climatic condition that provides an ideal environment for the development of flowers and doesn’t need any additional planting material like expensive heating and cooling systems in the greenhouses. The floriculture business requires a considerable amount of investment and energy.
Fruit farming
Agriculture is the primary source of employment in Himachal Pradesh, and the fruit cultivation business is one of the best options for the startup. The vast tracts of land available in Himachal are perfectly suitable for growing fruits. Fruits farming is profitable and good for the environment as it helps prevent soil erosion and provides employment to the people. To set up a fruit farming business, you need a reasonable investment.
Photography
Shimla has beautiful views, and the natural beauty of Shimla attracts a lot of tourists. You can set up a photo studio in Himachal Pradesh. Many people prefer Himachal Pradesh for their pre-wedding photoshoot or destination wedding so by setting up a photo studio in Himachal Pradesh there are more chances of getting hired by them. Besides this, photographers work as freelancers, so if you are someone who likes to be their boss, then the photography business is undoubtedly meant for you.
Restaurant
If you have any idea about traditional Himachali food, you should open a restaurant in Himachal Pradesh. The traditional cuisine of Himachal Pradesh is very famous among tourists, so by opening a restaurant in Himachal, you will be able to express the Himachali culture to other people. For setting up a restaurant, you need a lot of capital for investment, and you should be able to run the business for at least six months without any profits.
Transport
Being a famous tourist site Himachal Pradesh attracts a lot of tourists. You can start a transport business in Himachal Pradesh and rent a two-wheeler or four-wheeler to tourists for exploring the state. Generally, the tourist prefers to explore the state in two-wheelers to enjoy the natural beauty of Himachal Pradesh to its fullest. For setting up transport businesses in Himachal Pradesh, you need reasonable investment, and you can start this business with two or three vehicles.
Hotel
Tourism is among the main sources of income and employment in Himachal Pradesh, so opening a hotel business for tourists is a good idea. People visit Himachal Pradesh for tourism, religious tourism, Heritage tourism, Eco tourism, and adventure tourism. So, opening a hotel in Shimla will help you in making huge profits. For setting up a hotel in Himachal Pradesh, you need a lot of investment, but once the business is established, it will be profitable. The government of Himachal Pradesh is also promoting tourism in the state which means that more tourists will come to Himachal Pradesh in search of hotels. Besides this, the state government exempts you from luxury tax if you open a hotel in the tribal area of Himachal Pradesh.
Types of Joint Ventures in Shimla, Himachal Pradesh
i. Equity-based Joint Ventures in Shimla, Himachal Pradesh-Under an Equity-Based Joint Venture the parties to the JV create an independent legal entity following the mutual understanding between two or more parties. These parties or partners agree to provide investment or other resources by way of their contribution to the capital or assets of the corporate entity. This structure is an ideal choice for long-term, broad-based joint ventures, and includes joint venture companies and joint venture limited liability partnerships (LLPs).
ii. Contractual-based Joint Venture in Shimla, Himachal Pradesh–Contractual-based Joint Venture (JV) does not require the creation of a new and independent legal entity to work on a specific project or for a special purpose. This type of agreement is favored in situations involving a temporary task or for a limited activity or where a joint venture needs to be established for a limited term or a franchisee enters into a Joint Venture agreement for just this one project, while both the businesses shall continue to carry on their work.
iii. Incorporated & Unincorporated JVs in Shimla, Himachal Pradesh-Further, JVs in Shimla, Himachal Pradesh could also be incorporated or unincorporated. In case a joint venture is incorporated in nature, it is recognized as a separate entity in the eyes of law in the form of any limited company (private /public) under the Companies Act, 2013 or a limited liability partnership under the Limited Liability Partnership Act, 2008, which could be established by way of setting up a new entity or investing in an existing entity.
However, in case the joint venture is unincorporated, they are more contractual and used by parties to meet their mutual business interests and enter into collaboration with one another for a common goal but prefer to remain loosely associated with the other parties. Unincorporated joint ventures in Shimla, Himachal Pradesh could take the form of unregistered partnerships, strategic alliances, contractual joint ventures, and consortiums in general.
While the benefits of an incorporated joint venture over an unincorporated joint venture include separate legal status, limited liability for parties to the joint venture, perpetual succession, clear structure for accounting and governance, etc. the same benefits are not available in the case of unincorporated JV.
Key Considerations for entering into a Joint Venture in Shimla, Himachal Pradesh
The key factors to determine the structure of a joint venture in Shimla, Himachal Pradesh include a mixture of commercial considerations and regulatory requirements. The most common of them being-
i. The proposed business activities of the joint venture company in Shimla, Himachal Pradesh (i.e. Manufacturing, project execution, services, or trading).
ii. The period for the proposed period of collaboration;
iii. Limitation of Liability exposure to the parties concerned subject to the nature of the business of the joint venture entities and the degree of risk associated with them;
iv. the proposed structure of management and the involvement of the parties to the
v. joint venture in the management of the JV;
vi. Proposed requirement of capital and flexibility for accessing financing options;
vii. Proposed exit mechanisms from the joint venture and ease of exit for the joint venture parties;
viii. Tax implications; and
ix. Regulatory compliances to be followed;
How to enter a Joint Venture in Shimla, Himachal Pradesh?
i. The first step towards entering into a joint venture is through choosing the right partner that suits your business requirements which is a crucial tool of success for any JV.
ii. After one or more partners have been selected and agreed to enter into the venture, a memorandum of understanding (MoU) or a letter of intent is to be signed by the parties emphasizing the foundation of the future joint venture agreement.
iii. Then, an MoU must be entered by the concerned parties after consulting a CA firm in practice, who shall be versed in all applicable rules & regulations such as the Foreign Exchange Management Act 2000, the Companies Act, 2013, Income-Tax Act 1961, and all other rules, regulations, and procedures.
iv. A joint venture agreement must be acknowledged and signed by all the parties to the joint venture agreement that must include the following clauses-
- Applicable laws & regulations;
- Shareholding pattern;
- Composition of board of directors;
- Management Committee;
- Board Meeting, its venue & frequency
- General meeting, its venue & frequency
- The quorum for the validity of key decisions at board meetings;
- Transfer of shares;
- Dividend policy;
- Change of control & buy-out rights
- Restriction/prohibition on assignment;
- Non-compete restrictions;
- Confidentiality;
- Indemnity;
- Non-Disclosure of Information
- Jurisdiction for dispute resolutions;
- Termination criteria and notice.
- The exit of a Partner
- Dissolution of JV
v. Each party must carefully assess all the terms and conditions before signing the contract for which the cultural and legal background of the parties must be studied for negotiations.
vi. The JV union must obtain all the government and regulatory approvals and permissions within the specified period and then form a legal business entity under MCA guidelines which could be grouped into two classes – companies owned or controlled by foreign investors, and companies owned and controlled by Indian residents.
What are the pros & cons of entering into a Joint venture in Shimla, Himachal Pradesh?
Joint ventures in Shimla, Himachal Pradesh can be complicated arrangements, but they offer strong advantages to businesses, some of which include-
Pros of Entering Joint Venture in Shimla, Himachal Pradesh
i. Combined strengths & expertise in Shimla, Himachal Pradesh– An effectively established joint venture leverages both the parties to the joint venture by combining their collective strengths and diluting their weaknesses, helping them to get the best of both worlds.
ii. Temporary in nature in Shimla, Himachal Pradesh – Joint ventures are usually created for a limited period, which means that they enjoy the flexibility to work for the period temporarily and could simply tie up and exit the joint venture if things do not work out.
iii. Diversification and scale in Shimla, Himachal Pradesh– Joint ventures allow the partners to operate at larger scales than their possibilities, which means that they have access to better resources, technical knowledge, more effective distribution networks, and the ability to enter a new market without actually having to develop new products and services from scratch and expensing costs & time to the market.
iv. Pooled risk in Shimla, Himachal Pradesh– Each business involved in the joint venture shares an equal proportion of risk with each party working towards a mutual goal. Thus, creating a joint venture could dilute the risks of losses that otherwise have to be sustained by a party alone for business failures.
v. New sources of revenue in Shimla, Himachal Pradesh– Usually, smaller businesses often face difficulties due to limited resources and limited access to projects as compared to their competitors. Entering into a joint venture with a comparatively larger company could enhance its financial resources to help it grow dynamically over a short period. Also, the more extensive streams of revenue could provide the smaller firm with larger &diversified revenue streams.
vi. Intellectual property advantages in Shimla, Himachal Pradesh– It is difficult for businesses to create advanced innovative technologies in-house always. Thus, entering into a JV with tech-efficient firms could help a business to get access to the IPRs without having to incur additional time or costs in the development of such assets or purchase licenses for use. Thus, a smaller innovative business with advanced technologies but limited funds and a large firm with access to financing could benefit each other through a joint venture for the development of
vii. Synergy benefits in Shimla, Himachal Pradesh– Joint ventures could offer synergy benefits similar to those provided under mergers & acquisition deals, which may include either financial synergy causing a reduction in costs of capital or operational efficiency due to the two businesses working with each other. Similarly, parties to a joint venture could also enjoy economies of scale for their business.
viii. Improved credibility in Shimla, Himachal Pradesh– Typically, it may take a long period for a business to grow its business and earn market credibility and a consumer base organically. However, entering into a joint venture with a business brand that has already established its goodwill in the market could help them to attain boosted market presence and credibility more quickly.
ix. Creating Barriers to competition in Shimla, Himachal Pradesh– Finally, one of the key reasons for businesses to consider entering into a joint venture is through avoidance of competition and pricing pressure in the market. Creating collaboration with other start-ups could help them to set rigid barriers for competitors making it even more difficult to penetrate the marketplace.
Cons of Joint Ventures in Shimla, Himachal Pradesh
However, some JVs in Shimla, Himachal Pradesh may prove to be disadvantageous for the business causing a drain on resources and harming operations for both parent companies. Others may include-
i. Differences due to Culture clash in Shimla, Himachal Pradesh- While it is common for a domestic company to enter a JV with a foreign business, some of them may struggle to reach an agreement due to cultural differences, processes, and approaches when two companies work together. Accordingly, differences in management skills and abilities, conflicting HR processes, and workplace cultures may make it harder for a JV to give fruitful results.
ii. Poor Decision Making in Shimla, Himachal Pradesh- Trust is vital for any business relationship and any lack of trust could make decision-making more difficult if both parties need to sign off decisions ultimately leading to the failure of the business.
iii. Risk of dissemination of sensitive information in Shimla, Himachal Pradesh- Since, there are high chances of the partners having access to sensitive business information that may include intellectual property or trade secrets, etc. Thus, this information lies at risk of being disclosed to any third party which may lead the other party to suffer heavy losses.
iv. Restriction in Flexibility in Shimla, Himachal Pradesh- For every business to flourish in the area of its expertise, there is required of flexibility in its working structure. However, due to the higher risks of costs and expenses involved, the involved partner businesses lose the flexibility of work in their course of forming a new business entity.
v. Restricts other opportunities in Shimla, Himachal Pradesh- Generally, a Joint venture agreement restricts the outside similar business activities of the companies involved, while the project is in progress, it limits the parties to look for other business opportunities.
vi. No Limited Liability in Shimla, Himachal Pradesh- One of the biggest shortcomings of a joint venture is that an unincorporated structure has no means to offer protection of limited liability to the businesses involved.
vii. Uneven Involvement in Shimla, Himachal Pradesh- Usually, it is seen that the parties to a Joint-venture share the same level of involvement in the project concerned. For instance, where one company in the JV is responsible for the production of goods while the other is accountable for sales & promotional activities, the responsibilities of each company differ from each other, thus it may create discontent among parties sometimes.
Joint Venture Compliance Requirements in Shimla, Himachal Pradesh
Every joint venture in Shimla, Himachal Pradesh must disclose and submit a report of its ultimate beneficial ownership under various applicable laws and regulations, especially under the provisions of the Companies Act, 2013 (the Companies Act) and the Prevention of Money Laundering Act, 2002 (PMLA), as applicable. Companies (Significant Beneficial Owners) Rules, 2018, envisages concepts of ‘beneficial interest’, ‘significant beneficial owner’, and ‘significant influence’ in the context of companies which is dependent upon factors degree of shareholding, voting rights, dividend entitlement, and power to participate in the financial and operating policy decisions of the company.
Further, joint ventures in Shimla, Himachal Pradesh involving inflow & outflow of foreign exchange shall be subject to strict rules & regulations prescribed under the provisions of the Foreign Exchange Management Act, 1999 (FEMA) under the provisions of the Reserve Bank of India (RBI).
Exiting a joint venture in Shimla, Himachal Pradesh
While some joint ventures in Shimla, Himachal Pradesh are of continuing nature, most of them are for a defined period and come to an end once the objective of the agreement comes to an end. But, for a Joint venture to come to end smoothly, each one must have an effective exit strategy in place.
Exit Strategies are a key part of the JV agreement that includes the manner of sale of assets, buy-out strategies & rights by one partner from the other. It also includes the details of the notice period one party is required to give to the other if desired, resolution of disputes, and offering either party right of first refusal to buy the other partner out. Typically, there may be one or more reasons leading to the exit of a partner, including-
- On committing a serious breach of the agreement.
- Serious differences due to conflicts
- .Fulfilment of the purpose for which the JV was entered.
- Insolvency of the exiting partner
Thus, Joint Venture Agreements are an effective means to achieve business growth and enjoy business profits long term. The reasons behind forming a joint venture may be improving business operations, developing new products or services, entering new markets or access to greater capacity and resources, or better marketing & development channels. But, above all, provide companies with a platform to come together and pool their finances, ideas, and resources to develop a specific project one may have strong potential for growth and you may have innovative ideas and products while the other may have better finances or any other required resource.
However, the parties to Joint Venture in Shimla, Himachal Pradesh must consider creating and signing a well-drafted agreement that governs the parties involved in the agreement including provisions for termination for default and making good the losses sustained by one party due to the other.
