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SECURITIES AND EXCHANGE BOARD OF INDIA

                       INVESTMENT MANAGEMENT DEPARTMENT

                             Division of Funds – Venture Capital

----------------------------------------------------------------------------------------------------------

HOW TO GET REGISTERED AS A FOREIGN VENTURE CAPITAL INVESTOR

1.    The Applicant is advised to go through the SEBI (Foreign Venture Capital
     Investors) Regulations, 2000 for checking the eligibility criteria (Reg 4) and such
     other information while submitting the application to SEBI. The application in
     Form A as specified in First Schedule to SEBI (Foreign Venture Capital
     Investors) Regulations, 2000 and other documents should be filed along with
     requisite fees (Application fees of US $ 2500) as prescribed under Second
     Schedule to the Regulations.


2. The application in Form A along with other documents as enumerated below
   should be submitted in duplicate. One set of Application along with all the
   documents is forwarded by SEBI to Reserve Bank of India (RBI) for its approval
   from FEMA angle.

Procedure to be Followed :

3.    The Applicant should follow the procedure given below so as to expedite the
     registration process. Normally, all replies are sent within 21working days from
     the date of getting each communication from the applicant during the process of
     registration. Thus, the total time period for registration depends on how fast the
     requirements are complied with by the applicant.

4. The following are the main requirements under SEBI (Foreign Venture Capital
   Investors) Regulations, 2000:

 1. While filling the Form A please ensure the following.

     a) Details about the sponsor/group to which the applicant belongs.

        In Form A under pt 3 (c), the applicant should disclose the details pertaining
        to the sponsor or the group to which it belongs. Also disclose the experience,
        approximate funds being managed by the sponsor/group, the registration
        particulars with any regulatory agency abroad, along with website details, if
any, etc.

   b) Details about designated bank branch and Custodian.

      Please ensure that the applicant appoints a designated bank and a SEBI
      registered Custodian. Also enclose a copy of Letter from the Custodian in
      support of Reg. 8(b).

   c) Other Documents as prescribed in Form A:

      i. Copy of certificate of registration with home regulator; or
      ii. Copy of income tax return filed in the home country; or
      iii. Copy of bankers certificate fair track record of the applicant

2. Apart from the above, the applicant has to submit the following documents/
   details/declarations in support of registration.

   a) Contact Person details along with name, address, contact no. and email ID.

   b) Details of all the directors along with name, address, proof of identity, proof
      of address, contact no and email ID.

   c) Copy of Memorandum and Articles of Association/Constitution Document
      of the applicant. Please ensure that the main objects permit the applicant to
      carry on the activity of venture capital.

   d) Structure Diagram of the Applicant.

   e) State whether the applicant or any of its directors has not been refused a
      certificate by the SEBI Board.

   f) State whether the applicant is registered with SEBI or any other regulatory
      authority in any capacity in India or has filed for registration with SEBI in any
      other capacity.

   g) Write up on Directors/Key personnel of the FVCI. The write up should include
      the educational qualifications, the past experiences etc.

   h) Disclose the investment strategy as required under Regulation 11(a) of the
      SEBI (Foreign Venture Capital Investors) Regulations, 2000. The Investment
      strategy should disclose the sectors for investment and the approximate
      amount proposed to be invested in India along with the Life cycle of the
      Fund.

   i) Declaration that the foreign venture capital investor will not make investment
      in any area listed under Third Schedule to SEBI (Foreign Venture Capital
Investors) Regulations, 2000.

    j) Declaration in respect of “Fit and Proper Person” criteria as per regulation
       4 A of the SEBI (Foreign Venture Capital Investors) Regulation, 2000 and as
       specified under Schedule II of the Securities and Exchange Board of India
       (Intermediaries) Regulation, 2008.

    5. Grant of Certificate of Registration

       Once all above requirements have been complied with including the Fit and
       Proper Person Regulations, 2004 and necessary approvals have been
       granted by RBI, SEBI will issue a letter stating the same and on payment of
       requisite fees (registration fees of US $ 20,000) as per Second Schedule to
       Regulations, SEBI will grant a certification of registration as a Foreign
       Venture Capital Investor.

Please note the following:

•     Application (in 2 sets) which is incomplete or without the necessary documents/
    information/declarations would not be accepted and they would be treated as not filed.
    However, an intimation to this effect will be addressed to the applicant within
    reasonable period of time.

•    Applications involving policy decisions or other considerations, might get delayed in
    processing and in getting registration approvals.

•    Documents/annexures submitted along with the application need to be numbered and
    duly signed.

•    In case of an Authorized signatory, please submit an authorization letter from the
    Directors of the Fund.

•    The application in Form A along with all the necessary information as enumerated
    above will be addressed to The DGM, Division of Funds-Venture Capital, Investment
    Management Department, and forwarded to our T&A Division, SEBI, Plot No. C4-A, “G’
    Block, Bandra Kurla Complex, Bandra (East), Mumbai – 400051. Such applications will
    be submitted along with the demand draft of US $ 5000 towards application fees paid in
    favour of SEBI, Mumbai.
FIRST SCHEDULE
                                          FORM A

                 SECURITIES AND EXCHANGE BOARD OF INDIA
          (FOREIGN VENTURE CAPITAL INVESTORS) REGULATIONS, 2000
                              (REGULATION 3)

               APPLICATION FORM FOR GRANT OF CERTIFICATE OF
             REGISTRATION AS FOREIGN VENTURE CAPITAL INVESTOR
              WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA

                    SECURITIES AND EXCHANGE BOARD OF INDIA
                Plot No. C4-A, “G’ BLOCK, BANDRA KURLA COMPLEX,
                          BANDRA (EAST), MUMBAI – 400051
                                       INDIA

1. Name, address, telephone no., telex no. and fax no. of the applicant. In case the
  applicant has a representative office in India, the particulars may also be given for that
  office.

2. Please indicate whether the applicant belongs to any one or more of the following
   categories:

   Pension Fund, Mutual Fund, Investment Trust, Investment company, Investment trust,
   Investment partnership, Asset Management Company, Investment manager,
   Investment Management Company, Endowment fund, University fund, Charitable
   institutions or any other investment vehicle incorporated and established outside India

3. a) The date and place of incorporation of the applicant. (Details of statute under which
   incorporated).

   b) Brief description of the principal activities of the applicant and the year of
   commencement of such activities.

   c) Brief description of the group, if any, to which the applicant belongs.

4. Whether any of the following documents are submitted?

   i. Copy of certificate of registration with home regulator; or
   ii. Copy of income tax return filed in the home country; or
   iii. Copy of bankers certificate fair track record of the applicant

5. Please also state whether there has been any instance of violation or non-adherence to
   the securities laws, code of ethics/conduct, code of business rules, for which the
   applicant, or its parent/ holding company or affiliate may have been subjected to
   economic, or criminal liability or suspended from carrying out its operations, or the
registration has been revoked, temporarily or permanently. If no, submit an undertaking.

6. Please indicate the names of the clients on whose behalf you propose to invest in India.

7. Please indicate the manner in which you propose to conduct your investments in India
   i.e. whether through an establishment in India or through any other office outside India.
   Please give details, and also the name of the contact person/compliance officer.

8. Name and address of the designated bank branch in India through whom investment is
   proposed to be made.

9. a) Name, address, telephone no., telex no., and fax no. of the domestic custodian.
     Please also present the background information on the custodian, including volume of
     business handled, organisational infrastructure and the number of investment
     companies for which the domestic custodian is acting, or has acted, as custodian.

  b) Particulars of the agreement entered into with the domestic custodian.

We hereby agree and declare that the information supplied in the application, including the
attachment sheets, is complete and true.

AND we further agree that we will immediately notify the Securities and Exchange Board of
India of any change in the information provided in the application.

We further agree that we shall comply with the provisions of the Act, and regulations issued
thereunder and all other relevant laws.

We further agree that as a condition of grant of certificate of registration, we shall abide by
such operational instructions/ directives as may be issued by Securities and Exchange
Board of India under the provisions of the Act from time to time.


For and on behalf of_____________________________________
                        (Name of the applicant)


Authorised Signatory ___________________            ___________________
                        (Name)                           (Signature)

Date:


Place:
Note:

1. Securities and Exchange Board of India (SEBI) reserves the right to call for any further
information from the applicant regarding his application.

2. Applications, superscribed "Application for Registration of Foreign Venture Capital
Investors ", should be submitted in duplicate, in sealed envelopes, at Securities and
Exchange Board of India's office.

Documents to be enclosed with the application:

a. Documents to support registration or regulation by a Securities Commission and / or
   Self Regulatory Organisation, or any other appropriate regulatory/registering authority
   or

b. Copy of income tax return filed in the home country; or

c. Copy of bankers certificate for fair track record of the applicant




 
SMOOTH     RIDE    TO
SMOOTH RIDE TO




                  VENTURE
                  CAPITAL
VENTURE CAPITAL




                  How to Get VC Funding
                     for Your Business
PANKAJ SAHAI




                      PANKAJ SAHAI
How to Get VC Funding for Your Business




                                                                                                 SMOOTH RIDE TO
Have you got a great business idea but not enough money to translate into a reality?
Have you got a small ongoing venture that can grow truly big if only you had the
money? Is your venture at too early a stage such that banks won’t fund you? In
all such cases, you can grow your venture, create immense wealth and realise all
your entrepreneurial dreams by using venture capital to fund your business.
This is the first comprehensive handbook of venture capital funding for Indian
entrepreneurs. It deals with the whole gamut of issues related to the complex,
multi-dimensional subject of venture capital in a simple and engaging manner.
Using first person narrative, it explains lucidly all the concepts and intricacies




                                                                                                 VENTURE CAPITAL
of the venture capital raising process and guides the entrepreneur step-by-step,
revealing the secrets of success at every stage of the process:
   How is venture capital different from other sources of financing?
   How does the VC make money by investing in my business?
   How should I create my business plan to present to the VC?
   How will the VC value my business?
   How should I negotiate with the VC?
   How can I protect my interests once a VC funds my business?
   What legal agreements will I have to sign with the VC?
   How and when will the VC exit from my business? Would I have
   to pay him to do so?
This authoritative handbook is a must for ambitious entrepreneurs, business
managers, management consultants, business advisers and finance professionals
alike.

                 PANKAJ SAHAI is a New Delhi based management consultant, entrepreneur




                                                                                                 PANKAJ SAHAI
                 coach, mentor and adviser. He is the founder of VentureAhead.com, an
                 entrepreneur support and coaching portal, an enabling marketplace for
                 ventures in need of strategic capital and partners. Previously, he worked, in
                 responsible positions in India and overseas, with multinationals like Price
                 Waterhouse, Ernst & Young, Schlumberger and Citibank, before becoming
part of the core entrepreneurial team of shareholder-directors at IIS Infotech Ltd, a software
services start-up, which was subsequently sold to FI Group Plc. (now Steria–Xansa).
Pankaj Sahai is a Chartered Accountant (India) and a Chartered Management Accountant
(United Kingdom).




 Rs. 495
                                          INVESTMENT
 www.visionbooksindia.com
PANKAJ SAHAI is a management consultant, entrepreneur
coach, mentor and adviser. He is an entrepreneurial manage-
ment professional possessing the repertoire of skills to start,
grow and exit business ventures. He works through a network
of professional relationships, and uses his hands-on entrepre-
neurial experience of start-ups, financial and legal expertise,
abiding interest in HR and psychology, knowledge of venture
mechanics and understanding of the sweat and tears of entre-
preneurship, to provide professional advisory services to ven-
tures at various stages of growth.
   Previously, he worked in responsible positions, in India and
overseas with multinationals like Price Waterhouse, Ernst &
Young, Schlumberger and Citibank before moving into the en-
trepreneurship domain by joining the core management team of
shareholder-directors at IIS Infotech Ltd., a software services
start-up which was subsequently sold to FI Group Plc (now
Steria-Xansa). After exiting, he founded VentureAhead.com, an
entrepreneur support and coach portal, an enabling marketplace
for ventures in need of strategic capital and partners. He is also
the founder of VentureFeedback.com, an online surveys and
tests portal which enables small businesses and others to con-
duct market and HR surveys and tests conveniently and eco-
nomically.
   He is a Chartered Accountant (India) and a Chartered Man-
agement Accountant (United Kingdom). Before earning his
professional qualifications, he did his schooling from St.
Columba’s High School and then studied at Shri Ram College
of Commerce and obtained the Bachelor of Commerce (Hon’s.)
degree from Delhi University. He lives in New Delhi. He may
be contacted at pankajsahai@gmail.com or +91 98110 21090.
How to register as a foreign venture capital investor in india
www.visionbooksindia.com




                                Disclaimer
This book contains the author’s subjective opinion and views about the
subject matter under consideration. It is not intended to be a substitute for
professional advice. The readers are advised to seek definitive professional
advice suitable for their specific needs before acting on the views ex-
pressed in this book. The author and publisher cannot be held responsible
for any loss incurred as a result of specific investment or planning or other
decisions made by the reader as a result of reliance placed on the views
and opinions expressed in this book.




                        ISBN 10: 81-7094-748-0
                      ISBN 13: 978-81-7094- 748-6


                           © Pankaj Sahai, 2010


   ALL RIGHTS RESERVED. No     part of this publication may be reproduced,
    stored in a retrieval system, or transmitted by any means, electronic,
    mechanical, photocopying, recording, or otherwise, without the prior
        written permission of the publisher and the copyright holder.


                       First Published in 2010 by
                         Vision Books Pvt. Ltd.
         (Incorporating Orient Paperbacks and CARING Imprints)
                24 Feroze Gandhi Road, Lajpat Nagar-III
                       New Delhi-110024, India.
                      Phone: (+91-11) 2983 6470
                       Fax: (+91-11) 2983 6490
                      e-mail: visionbk@vsnl.com


                     Cover Design by hutchdesign.org
                      Cover @ Vision Book Pvt. Ltd.


                               Printed at
                        Rashtra Rachna Printers
               C-88, Ganesh Nagar, Pandav Nagar Complex
                          Delhi 110092, India.
How to Get VC Funding for Your Business




           PANKAJ SAHAI
This book is dedicated to my parents,

  Late B. M. Sahai, “the wise one”
               and
 Shakuntla Sahai, “the super mom”

For teaching me by example to how to
        navigate life happily,
carrying family and friends alongside.
Contents   5




                         Contents
Preface                                                               7

                               Ground Zero

Venture Capital Raising Plan                                          11

                                  Part I


              How the Venture Capital Industry Works

1. What is Venture Capital?                                           19
2. How the Venture Capital Industry Operates                          27
3. How VCs Make Money                                                 33
4. Are All VCs the Same?                                              42
5. The VC Investment Process                                          51

                                 Part II


            Assessing Your Readiness for Venture Capital

6. Do I Need Venture Capital?                                         59
7. Getting Over the Fear of the VC                                    64
8. To What Kind of Business do VCs Provide Money?                     70
9. The Process of Raising Venture Capital                             74

                                 Part III

                        Preparing
                        Preparing for the VC

10. Hiring Advisers                                                   83
11. Doing an Internal Review of Your Business                         92




                                    }
6   Smooth Ride to Venture Capital

12. Doing a Growth Audit                                        105
13. Determining the Strategic Direction of Your Business        111
14. Building Your Board of Directors and Advisory Board         130
15. Understanding Ownership, Dilution and Rounds of Financing   139
16. Determining the Valuation of Your Business for VC Funding   155
17. Creating Your Funding Plan                                  171
18. Creating Your Business Plan                                 175
19. Creating the Elevator Pitch and the VC Presentation         210

                                 Part IV


                 Negotiating and Structuring the Deal

20. Selecting and Meeting the VC                                219
21. Preparing to Negotiate with the VC                          228
22. Negotiating the Term Sheet                                  235
23. Managing the Due Diligence                                  263
24. Closing the Deal                                            270

                                     Part V


                     Managing the VC Relationship

25. Getting Along with the VC                                   279
26. Exiting Profitably                                          291

                                  Part Vi


                               Appendices

Appendix 1: History of Venture Capital in the US                301
Appendix 2: Venture Capital Industry in India                   305
Appendix 3: Corporate Venture Capital                           310
Appendix 4: Glossary of VC Terminology and Slang                314
Appendix 5: Recommended Reading                                 330
Index                                                           334

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How to register as a foreign venture capital investor in india

  • 1. SECURITIES AND EXCHANGE BOARD OF INDIA INVESTMENT MANAGEMENT DEPARTMENT Division of Funds – Venture Capital ---------------------------------------------------------------------------------------------------------- HOW TO GET REGISTERED AS A FOREIGN VENTURE CAPITAL INVESTOR 1. The Applicant is advised to go through the SEBI (Foreign Venture Capital Investors) Regulations, 2000 for checking the eligibility criteria (Reg 4) and such other information while submitting the application to SEBI. The application in Form A as specified in First Schedule to SEBI (Foreign Venture Capital Investors) Regulations, 2000 and other documents should be filed along with requisite fees (Application fees of US $ 2500) as prescribed under Second Schedule to the Regulations. 2. The application in Form A along with other documents as enumerated below should be submitted in duplicate. One set of Application along with all the documents is forwarded by SEBI to Reserve Bank of India (RBI) for its approval from FEMA angle. Procedure to be Followed : 3. The Applicant should follow the procedure given below so as to expedite the registration process. Normally, all replies are sent within 21working days from the date of getting each communication from the applicant during the process of registration. Thus, the total time period for registration depends on how fast the requirements are complied with by the applicant. 4. The following are the main requirements under SEBI (Foreign Venture Capital Investors) Regulations, 2000: 1. While filling the Form A please ensure the following. a) Details about the sponsor/group to which the applicant belongs. In Form A under pt 3 (c), the applicant should disclose the details pertaining to the sponsor or the group to which it belongs. Also disclose the experience, approximate funds being managed by the sponsor/group, the registration particulars with any regulatory agency abroad, along with website details, if
  • 2. any, etc. b) Details about designated bank branch and Custodian. Please ensure that the applicant appoints a designated bank and a SEBI registered Custodian. Also enclose a copy of Letter from the Custodian in support of Reg. 8(b). c) Other Documents as prescribed in Form A: i. Copy of certificate of registration with home regulator; or ii. Copy of income tax return filed in the home country; or iii. Copy of bankers certificate fair track record of the applicant 2. Apart from the above, the applicant has to submit the following documents/ details/declarations in support of registration. a) Contact Person details along with name, address, contact no. and email ID. b) Details of all the directors along with name, address, proof of identity, proof of address, contact no and email ID. c) Copy of Memorandum and Articles of Association/Constitution Document of the applicant. Please ensure that the main objects permit the applicant to carry on the activity of venture capital. d) Structure Diagram of the Applicant. e) State whether the applicant or any of its directors has not been refused a certificate by the SEBI Board. f) State whether the applicant is registered with SEBI or any other regulatory authority in any capacity in India or has filed for registration with SEBI in any other capacity. g) Write up on Directors/Key personnel of the FVCI. The write up should include the educational qualifications, the past experiences etc. h) Disclose the investment strategy as required under Regulation 11(a) of the SEBI (Foreign Venture Capital Investors) Regulations, 2000. The Investment strategy should disclose the sectors for investment and the approximate amount proposed to be invested in India along with the Life cycle of the Fund. i) Declaration that the foreign venture capital investor will not make investment in any area listed under Third Schedule to SEBI (Foreign Venture Capital
  • 3. Investors) Regulations, 2000. j) Declaration in respect of “Fit and Proper Person” criteria as per regulation 4 A of the SEBI (Foreign Venture Capital Investors) Regulation, 2000 and as specified under Schedule II of the Securities and Exchange Board of India (Intermediaries) Regulation, 2008. 5. Grant of Certificate of Registration Once all above requirements have been complied with including the Fit and Proper Person Regulations, 2004 and necessary approvals have been granted by RBI, SEBI will issue a letter stating the same and on payment of requisite fees (registration fees of US $ 20,000) as per Second Schedule to Regulations, SEBI will grant a certification of registration as a Foreign Venture Capital Investor. Please note the following: • Application (in 2 sets) which is incomplete or without the necessary documents/ information/declarations would not be accepted and they would be treated as not filed. However, an intimation to this effect will be addressed to the applicant within reasonable period of time. • Applications involving policy decisions or other considerations, might get delayed in processing and in getting registration approvals. • Documents/annexures submitted along with the application need to be numbered and duly signed. • In case of an Authorized signatory, please submit an authorization letter from the Directors of the Fund. • The application in Form A along with all the necessary information as enumerated above will be addressed to The DGM, Division of Funds-Venture Capital, Investment Management Department, and forwarded to our T&A Division, SEBI, Plot No. C4-A, “G’ Block, Bandra Kurla Complex, Bandra (East), Mumbai – 400051. Such applications will be submitted along with the demand draft of US $ 5000 towards application fees paid in favour of SEBI, Mumbai.
  • 4. FIRST SCHEDULE FORM A SECURITIES AND EXCHANGE BOARD OF INDIA (FOREIGN VENTURE CAPITAL INVESTORS) REGULATIONS, 2000 (REGULATION 3) APPLICATION FORM FOR GRANT OF CERTIFICATE OF REGISTRATION AS FOREIGN VENTURE CAPITAL INVESTOR WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA SECURITIES AND EXCHANGE BOARD OF INDIA Plot No. C4-A, “G’ BLOCK, BANDRA KURLA COMPLEX, BANDRA (EAST), MUMBAI – 400051 INDIA 1. Name, address, telephone no., telex no. and fax no. of the applicant. In case the applicant has a representative office in India, the particulars may also be given for that office. 2. Please indicate whether the applicant belongs to any one or more of the following categories: Pension Fund, Mutual Fund, Investment Trust, Investment company, Investment trust, Investment partnership, Asset Management Company, Investment manager, Investment Management Company, Endowment fund, University fund, Charitable institutions or any other investment vehicle incorporated and established outside India 3. a) The date and place of incorporation of the applicant. (Details of statute under which incorporated). b) Brief description of the principal activities of the applicant and the year of commencement of such activities. c) Brief description of the group, if any, to which the applicant belongs. 4. Whether any of the following documents are submitted? i. Copy of certificate of registration with home regulator; or ii. Copy of income tax return filed in the home country; or iii. Copy of bankers certificate fair track record of the applicant 5. Please also state whether there has been any instance of violation or non-adherence to the securities laws, code of ethics/conduct, code of business rules, for which the applicant, or its parent/ holding company or affiliate may have been subjected to economic, or criminal liability or suspended from carrying out its operations, or the
  • 5. registration has been revoked, temporarily or permanently. If no, submit an undertaking. 6. Please indicate the names of the clients on whose behalf you propose to invest in India. 7. Please indicate the manner in which you propose to conduct your investments in India i.e. whether through an establishment in India or through any other office outside India. Please give details, and also the name of the contact person/compliance officer. 8. Name and address of the designated bank branch in India through whom investment is proposed to be made. 9. a) Name, address, telephone no., telex no., and fax no. of the domestic custodian. Please also present the background information on the custodian, including volume of business handled, organisational infrastructure and the number of investment companies for which the domestic custodian is acting, or has acted, as custodian. b) Particulars of the agreement entered into with the domestic custodian. We hereby agree and declare that the information supplied in the application, including the attachment sheets, is complete and true. AND we further agree that we will immediately notify the Securities and Exchange Board of India of any change in the information provided in the application. We further agree that we shall comply with the provisions of the Act, and regulations issued thereunder and all other relevant laws. We further agree that as a condition of grant of certificate of registration, we shall abide by such operational instructions/ directives as may be issued by Securities and Exchange Board of India under the provisions of the Act from time to time. For and on behalf of_____________________________________ (Name of the applicant) Authorised Signatory ___________________ ___________________ (Name) (Signature) Date: Place:
  • 6. Note: 1. Securities and Exchange Board of India (SEBI) reserves the right to call for any further information from the applicant regarding his application. 2. Applications, superscribed "Application for Registration of Foreign Venture Capital Investors ", should be submitted in duplicate, in sealed envelopes, at Securities and Exchange Board of India's office. Documents to be enclosed with the application: a. Documents to support registration or regulation by a Securities Commission and / or Self Regulatory Organisation, or any other appropriate regulatory/registering authority or b. Copy of income tax return filed in the home country; or c. Copy of bankers certificate for fair track record of the applicant  
  • 7. SMOOTH RIDE TO SMOOTH RIDE TO VENTURE CAPITAL VENTURE CAPITAL How to Get VC Funding for Your Business PANKAJ SAHAI PANKAJ SAHAI
  • 8. How to Get VC Funding for Your Business SMOOTH RIDE TO Have you got a great business idea but not enough money to translate into a reality? Have you got a small ongoing venture that can grow truly big if only you had the money? Is your venture at too early a stage such that banks won’t fund you? In all such cases, you can grow your venture, create immense wealth and realise all your entrepreneurial dreams by using venture capital to fund your business. This is the first comprehensive handbook of venture capital funding for Indian entrepreneurs. It deals with the whole gamut of issues related to the complex, multi-dimensional subject of venture capital in a simple and engaging manner. Using first person narrative, it explains lucidly all the concepts and intricacies VENTURE CAPITAL of the venture capital raising process and guides the entrepreneur step-by-step, revealing the secrets of success at every stage of the process: How is venture capital different from other sources of financing? How does the VC make money by investing in my business? How should I create my business plan to present to the VC? How will the VC value my business? How should I negotiate with the VC? How can I protect my interests once a VC funds my business? What legal agreements will I have to sign with the VC? How and when will the VC exit from my business? Would I have to pay him to do so? This authoritative handbook is a must for ambitious entrepreneurs, business managers, management consultants, business advisers and finance professionals alike. PANKAJ SAHAI is a New Delhi based management consultant, entrepreneur PANKAJ SAHAI coach, mentor and adviser. He is the founder of VentureAhead.com, an entrepreneur support and coaching portal, an enabling marketplace for ventures in need of strategic capital and partners. Previously, he worked, in responsible positions in India and overseas, with multinationals like Price Waterhouse, Ernst & Young, Schlumberger and Citibank, before becoming part of the core entrepreneurial team of shareholder-directors at IIS Infotech Ltd, a software services start-up, which was subsequently sold to FI Group Plc. (now Steria–Xansa). Pankaj Sahai is a Chartered Accountant (India) and a Chartered Management Accountant (United Kingdom). Rs. 495 INVESTMENT www.visionbooksindia.com
  • 9. PANKAJ SAHAI is a management consultant, entrepreneur coach, mentor and adviser. He is an entrepreneurial manage- ment professional possessing the repertoire of skills to start, grow and exit business ventures. He works through a network of professional relationships, and uses his hands-on entrepre- neurial experience of start-ups, financial and legal expertise, abiding interest in HR and psychology, knowledge of venture mechanics and understanding of the sweat and tears of entre- preneurship, to provide professional advisory services to ven- tures at various stages of growth. Previously, he worked in responsible positions, in India and overseas with multinationals like Price Waterhouse, Ernst & Young, Schlumberger and Citibank before moving into the en- trepreneurship domain by joining the core management team of shareholder-directors at IIS Infotech Ltd., a software services start-up which was subsequently sold to FI Group Plc (now Steria-Xansa). After exiting, he founded VentureAhead.com, an entrepreneur support and coach portal, an enabling marketplace for ventures in need of strategic capital and partners. He is also the founder of VentureFeedback.com, an online surveys and tests portal which enables small businesses and others to con- duct market and HR surveys and tests conveniently and eco- nomically. He is a Chartered Accountant (India) and a Chartered Man- agement Accountant (United Kingdom). Before earning his professional qualifications, he did his schooling from St. Columba’s High School and then studied at Shri Ram College of Commerce and obtained the Bachelor of Commerce (Hon’s.) degree from Delhi University. He lives in New Delhi. He may be contacted at pankajsahai@gmail.com or +91 98110 21090.
  • 11. www.visionbooksindia.com Disclaimer This book contains the author’s subjective opinion and views about the subject matter under consideration. It is not intended to be a substitute for professional advice. The readers are advised to seek definitive professional advice suitable for their specific needs before acting on the views ex- pressed in this book. The author and publisher cannot be held responsible for any loss incurred as a result of specific investment or planning or other decisions made by the reader as a result of reliance placed on the views and opinions expressed in this book. ISBN 10: 81-7094-748-0 ISBN 13: 978-81-7094- 748-6 © Pankaj Sahai, 2010 ALL RIGHTS RESERVED. No part of this publication may be reproduced, stored in a retrieval system, or transmitted by any means, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of the publisher and the copyright holder. First Published in 2010 by Vision Books Pvt. Ltd. (Incorporating Orient Paperbacks and CARING Imprints) 24 Feroze Gandhi Road, Lajpat Nagar-III New Delhi-110024, India. Phone: (+91-11) 2983 6470 Fax: (+91-11) 2983 6490 e-mail: visionbk@vsnl.com Cover Design by hutchdesign.org Cover @ Vision Book Pvt. Ltd. Printed at Rashtra Rachna Printers C-88, Ganesh Nagar, Pandav Nagar Complex Delhi 110092, India.
  • 12. How to Get VC Funding for Your Business PANKAJ SAHAI
  • 13. This book is dedicated to my parents, Late B. M. Sahai, “the wise one” and Shakuntla Sahai, “the super mom” For teaching me by example to how to navigate life happily, carrying family and friends alongside.
  • 14. Contents 5 Contents Preface 7 Ground Zero Venture Capital Raising Plan 11 Part I How the Venture Capital Industry Works 1. What is Venture Capital? 19 2. How the Venture Capital Industry Operates 27 3. How VCs Make Money 33 4. Are All VCs the Same? 42 5. The VC Investment Process 51 Part II Assessing Your Readiness for Venture Capital 6. Do I Need Venture Capital? 59 7. Getting Over the Fear of the VC 64 8. To What Kind of Business do VCs Provide Money? 70 9. The Process of Raising Venture Capital 74 Part III Preparing Preparing for the VC 10. Hiring Advisers 83 11. Doing an Internal Review of Your Business 92 }
  • 15. 6 Smooth Ride to Venture Capital 12. Doing a Growth Audit 105 13. Determining the Strategic Direction of Your Business 111 14. Building Your Board of Directors and Advisory Board 130 15. Understanding Ownership, Dilution and Rounds of Financing 139 16. Determining the Valuation of Your Business for VC Funding 155 17. Creating Your Funding Plan 171 18. Creating Your Business Plan 175 19. Creating the Elevator Pitch and the VC Presentation 210 Part IV Negotiating and Structuring the Deal 20. Selecting and Meeting the VC 219 21. Preparing to Negotiate with the VC 228 22. Negotiating the Term Sheet 235 23. Managing the Due Diligence 263 24. Closing the Deal 270 Part V Managing the VC Relationship 25. Getting Along with the VC 279 26. Exiting Profitably 291 Part Vi Appendices Appendix 1: History of Venture Capital in the US 301 Appendix 2: Venture Capital Industry in India 305 Appendix 3: Corporate Venture Capital 310 Appendix 4: Glossary of VC Terminology and Slang 314 Appendix 5: Recommended Reading 330 Index 334