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What is Venture Capital?

Venture capital is financing that investors provide to startup companies and small
businesses that are believed to have long-term growth potential. Venture capital
generally comes from well-off investors, investment banks and any other financial
institutions. However, it does not always take a monetary form; it can also be
provided in the form of technical or managerial expertise.

Though it can be risky for investors who put up funds, the potential for above-
average returns is an attractive payoff. For new companies or ventures that have
a limited operating history (under two years), venture capital funding is
increasingly becoming a popular – even essential – source for raising capital,
especially if they lack access to capital markets, bank loans or other debt
instruments. The main downside is that the investors usually get equity in the
company, and, thus, a say in company decisions.

Basics of Venture Capital

In a venture capital deal, large ownership chunks of a company are created and
sold to a few investors through independent limited partnerships that are
established by venture capital firms. Sometimes these partnerships consist of a
pool of several similar enterprises. One important difference between venture
capital and other private equity deals, however, is that venture capital tends to
focus on emerging companies seeking substantial funds for the first time, while
private equity tends to fund larger, more established companies that are seeking
an equity infusion or a chance for company founders to transfer some of their
ownership stake.

History of Venture Capital

Venture capital is a subset of private equity (PE). While the roots of PE can be
traced back to the 19th century, venture capital only developed as an industry
after the Second World War. Harvard Business School professor Georges Doriot
is generally considered the "Father of Venture Capital". He started the American
Research and Development Corporation (ARDC) in 1946 and raised a $3.5
million fund to invest in companies that commercialized technologies developed
during WWII. ARDC's first investment was in a company that had ambitions to
use x-ray technology for cancer treatment. The $200,000 that Doriot invested
turned into $1.8 million when the company went public in 1955.

Although it was mainly funded by banks located in the Northeast, venture capital
became concentrated on the West Coast after growth of the tech ecosystem.
Fairchild Semiconductor, which was started by the traitorous eight from William
Shockley's lab, is generally considered the first technology company to receive
VC funding. It was funded by east coast industrialist Sherman Fairchild of
Fairchild Camera & Instrument Corp.
Arthur Rock, investment banker at Hayden, Stone & Co. in New York City,
helped facilitate that deal and subsequently started one of the first VC firms in
Silicon Valley. Davis & Rock funded some of the most influential technology
companies, including Intel and Apple. By 1992, 48% of all investment dollars
were on the West Coast and the Northeast coast accounted for just 20%.
According to the latest data from Pitchbook and National Venture Capital
Association (NVCA), the situation has not changed much. During the third
quarter of 2018, west coast companies accounted for 38.3% of all deals (and a
massive 54.7% of deal value) while the Mid-Atlantic region had 20.4% of all deals
(or approximately 20.1% of all deal value).

A series of regulatory innovations further helped popularize venture capital as a

funding avenue. The first one was a change in the Small Business Investment
Act (SBIC) in 1958. It boosted the venture capital industry by providing tax
breaks to investors. In 1978, the Revenue Act was amended to reduce the
capital gains tax from 49.5% to 28%. Then, in 1979, a change in the Employee
Retirement Income Security Act (ERISA) allowed pension funds to invest up to
10% of their total funds in the industry. Called the Prudent Man Rule, it is hailed
as the single most important development in venture capital because it led to a
flood of capital from rich pension funds. Then the capital gains tax was further
reduced to 20% in 1981. Those three developments catalyzed growth in venture
capital and the 1980s turned into a boom period for venture capital, with funding
levels reaching $4.9 billion in 1987. The dot com boom also brought the industry
into sharp focus as venture capitalists chased quick returns from highly-valued
Internet companies.

According to some estimates, funding levels during that period peaked at $119.6
billion. But the promised returns did not materialize as several publicly-listed
Internet companies with high valuations crashed and burned their way to

Angel Investors
For small businesses, or for up-and-coming businesses in emerging industries,
venture capital is generally provided by high net worth individuals (HNWIs) – also
often known as ‘angel investors’ – and venture capital firms. The National
Venture Capital Association (NVCA) is an organization composed of hundreds of
venture capital firms that offer funding to innovative enterprises.

Angel investors are typically a diverse group of individuals who have amassed
their wealth through a variety of sources. However, they tend to
be entrepreneursthemselves, or executives recently retired from the business
empires they've built.
Self-made investors providing venture capital typically share several key
characteristics. The majority look to invest in companies that are well-managed,
have a fully-developed business plan and are poised for substantial growth.
These investors are also likely to offer funding to ventures that are involved in the
same or similar industries or business sectors with which they are familiar. If they
haven't actually worked in that field, they might have had academic training in it.
Another common occurrence among angel investors is co-investing, where one
angel investor funds a venture alongside a trusted friend or associate, often
another angel investor.

The Venture Capital Process

The first step for any business looking for venture capital is to submit a business
plan, either to a venture capital firm or to an angel investor. If interested in the
proposal, the firm or the investor must then perform due diligence, which includes
a thorough investigation of the company's business model, products,
management and operating history, among other things.

Since venture capital tends to invest larger dollar amounts in fewer companies,
this background research is very important. Many venture capital professionals
have had prior investment experience, often as equity research analysts; others
have a Master in Business Administration (MBA) degrees. Venture capital
professionals also tend to concentrate in a particular industry. A venture capitalist
that specializes in healthcare, for example, may have had prior experience as a
healthcare industry analyst.

Once due diligence has been completed, the firm or the investor will pledge an
investment of capital in exchange for equity in the company. These funds may be
provided all at once, but more typically the capital is provided in rounds. The firm
or investor then takes an active role in the funded company, advising and
monitoring its progress before releasing additional funds.

The investor exits the company after a period of time, typically four to six years
after the initial investment, by initiating a merger, acquisition or initial public
offering (IPO).

Features of Venture Capital investments

 High Risk
 Lack of Liquidity
 Long term horizon
 Equity participation and capital gains
 Venture capital investments are made in innovative projects
 Suppliers of venture capital participate in the management of
the company

Methods of Venture capital financing

 Equity
 participating debentures
 conditional loan


Venture Capital for funding as a Company
The venture capital funding process typically involves four phases
in the company’s development:

 Idea generation
 Start-up
 Ramp up
 Exit

Step 1: Idea generation and submission of the

Business Plan
The initial step in approaching a Venture Capital is to submit a
business plan. The plan should include the below points:

 There should be an executive summary of the business

 Description of the opportunity and the market potential and
 Review on the existing and expected competitive scenario
 Detailed financial projections
 Details of the management of the company
There is detailed analysis done of the submitted plan, by the
Venture Capital to decide whether to take up the project or no.

Step 2: Introductory Meeting

Once the preliminary study is done by the VC and they find the
project as per their preferences, there is a one-to-one meeting
that is called for discussing the project in detail. After the meeting
the VC finally decides whether or not to move forward to the due
diligence stage of the process.

Step 3: Due Diligence

The due diligence phase varies depending upon the nature of the
business proposal. This process involves solving of queries
related to customer references, product and business strategy
evaluations, management interviews, and other such exchanges
of information during this time period.

Step 4: Term Sheets and Funding

If the due diligence phase is satisfactory, the VC offers a term
sheet, which is a non-binding document explaining the basic
terms and conditions of the investment agreement. The term
sheet is generally negotiable and must be agreed upon by all
parties, after which on completion of legal documents and legal
due diligence, funds are made available.

Types of Venture Capital funding

The various types of venture capital are classified as per their
applications at various stages of a business. The three principal
types of venture capital are early stage financing, expansion
financing and acquisition/buyout financing.
The venture capital funding procedure gets complete in six stages
of financing corresponding to the periods of a company’s

 Seed money: Low level financing for proving and fructifying a

new idea
 Start-up: New firms needing funds for expenses related with
marketingand product development
 First-Round: Manufacturing and early sales funding
 Second-Round: Operational capital given for early stage
companies which are selling products, but not returning a
 Third-Round: Also known as Mezzanine financing, this is the
money for expanding a newly beneficial company
 Fourth-Round: Also calledbridge financing, 4th round is
proposed for financing the "going public" process

A) Early Stage Financing:

Early stage financing has three sub divisions seed financing, start
up financing and first stage financing.

 Seed financing is defined as a small amount that an

entrepreneur receives for the purpose of being eligible for a
start up loan.
 Start up financing is given to companies for the purpose of
finishing the development of products and services.
 First Stage financing: Companies that have spent all their
starting capital and need finance for beginning business
activities at the full-scale are the major beneficiaries of the
First Stage Financing.
B) Expansion Financing:
Expansion financing may be categorized into second-stage
financing, bridge financing and third stage financing or mezzanine
Second-stage financing is provided to companies for the purpose
of beginning their expansion. It is also known as mezzanine
financing. It is provided for the purpose of assisting a particular
company to expand in a major way. Bridge financing may be
provided as a short term interest only finance option as well as a
form of monetary assistance to companies that employ the Initial
Public Offers as a major business strategy.

C) Acquisition or Buyout Financing:

Acquisition or buyout financing is categorized into acquisition
finance and management or leveraged buyout financing.
Acquisition financing assists a company to acquire certain parts or
an entire company. Management or leveraged buyout financing
helps a particular management group to obtain a particular
product of another company.

Advantages of Venture Capital

 They bring wealth and expertise to the company
 Large sum of equity finance can be provided
 The business does not stand the obligation to repay the
 In addition to capital, it provides valuable information,
resources, technical assistance to make a business
Disadvantages of Venture Capital
 As the investors become part owners, the autonomy and
control of the founder is lost
 It is a lengthy and complex process
 It is an uncertain form of financing
 Benefit from such financing can be realized in long run only

Exit route
There are various exit options for Venture Capital to cash out their

 Promoter buyback
 Mergers and Acquisitions
 Sale to other strategic investor

Examples of venture capital funding

 Kohlberg Kravis & Roberts (KKR), one of the top-tier
alternative investment asset managers in the world, has
entered into a definitive agreement to invest USD150 million
(Rs 962crore) in Mumbai-based listed polyester maker JBF
Industries Ltd. The firm will acquire 20% stake in JBF
Industries and will also invest in zero-coupon compulsorily
convertible preference shares with 14.5% voting rights in its
Singapore-based wholly owned subsidiary JBF Global Pte
Ltd. The fundingprovided by KKR will help JBF complete the
ongoing projects.

, India’s largest furniture e-marketplace, has

raised USD100 million in a fresh round of funding led by
Goldman Sachs and Zodius Technology Fund. Pepperfry will
use the fundsto expand its footprint in Tier III and Tier IV
cities by adding to its growing fleet of delivery vehicles. It will
also open new distribution centres and expand its carpenter
and assembly service network. This is the largest quantum
of investmentraised by a sector focused e-commerce player
in India.

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SEBI Regulations on Venture Capital

The main reason for the lack of development of venture capital industry in our country pertains
to restrictive legal and financial framework. The recommendations made by SEBI
(Chandrasekaran Committee) in the year 2000 are as follows:-

Regularizing various conditions into uniform measures:

At present, we have various conditions imposed on venture capital
investments. Instead of such measures, we can make venture capital as
a single window clearance. The Income Tax Act under Section 10
(23FA) must provide automatic tax exemptions to venture capital
Structure of Venture Capital Fund:
Limited partnership firms and limited liability companies can also be
created by amending the existing Partnership Act and Companies Act.
Foreign venture capital investor, registered with SEBI should not have
any ceiling for investment in India and there is no need for approval
from Foreign Investment Promotion Board and Reserve Bank of India.
Resource Mobilization:
Mutual funds, Banks and Insurance companies should be allowed to
invest in venture capital funds.

Investments by Venture capital institutions:

There should not be any restrictions with regard to investment by
venture capital institutions

Investments can be allowed even in real estates and other finance

companies. At present, there is a ceiling of 40% in the paid up capital
of the borrowing company. This should be removed.

The Venture capital institutions must be allowed freely to invest in

equity or equity related investments and also subscribe in Initial
Public Offer (IPO).

Domestic Venture Capital institutions must be allowed to invest in

securities of companies registered outside India. There may be a
ceiling for such investments.

Under the Companies Act, buy back of securities needs amendment to
the Act. There is a prohibition of fresh issue of capital for a period of 2
years which can be reduced to 6 months for unregistered companies.
The venture capital institutions should also be exempted from SEBI
takeover code.

SEBI Regulations:
The present SEBI guidelines on Initial Public Offer (IPO), applicable
to companies earning profits for 3 years should be reduced.

Transfer of securities: The practice of obtaining no objection certificate

should be dispensed with.
The definition of SEBI with regard to venture capital institutions
should undergo a change. It should include funds set-up and other
legal entities. Venture capital institutions must be permitted to invest
in equity related instruments or in IPO. Investment in listed securities
of sick companies may be given up. Financial assistance to companies
obtaining Venture Capital Funds needs relaxation.
Company Law:
Suitable amendments should be made for buy back facility.

Other issues:
Other related issues consist of employees stock option plans,
investment in foreign companies and tax issues.

The above recommendations of Chandrasekaran Committee have been

accepted by the Government.

Venture Capital Funds: SEBI Regulations

Venture Capital Funds
Another means of joint investment are Venture Capital Funds (hereinafter referred to as "VCF")
which are funds established in the form of a trust or a company including a body corporate
having a dedicated pool of capital. SEBI controls such transactions in accordance with the aid of
the SEBI (Venture Capital Funds) Regulations, 1996.

The SEBI circular also mandated the disclosure of the below stated details, by AIF/ VCF, in
order to monitor the utilization of overseas investment limits-

1. Reporting the utilization of the overseas limits within 5 working days of such utilization on
SEBI intermediary portal at
2. Reporting of the following information through SEBI intermediary portal:

a. In case an AIF / VCF has not utilized the overseas limit granted to them within a
period of 6 months from the date of SEBI approval (hereinafter referred to as
'validity period'), the same shall be reported within 2 working days after expiry of
the validity period;
b. In case an AIF / VCF has not utilized as a part of the overseas limit within the
validity period, the same shall be reported within 2 working days after expiry of
the validity period;
c. In case an AIF/ VCF wishes to surrender the overseas limit at any point of time
within the validity period, the same shall be reported within 2 working days from
the date of decision to surrender the limit.
By Vinod Kumar Raina, Company Secretary, New Delhi


The object of the venture capital financing is to invest in high-risk projects with the anticipation
of high returns. The funds are invested in such growing enterprises, where the ideas are there but
the conventional funding from banks, financial institutions are not available. This is because that
these enterprises do not have collateral to offer. These type of enterprises are usually first
generation enterprises.

Venture capitalists generally:

 Finance new and rapidly growing companies

 Purchase equity securities
 Assist in the development of new products or services
 Add value to the company through active participation
 Take higher risks with the expectation of higher rewards
 Have a long-term orientation

Investment in India by Venture capitalists.

Given hereunder is the list of sectors where the investment is usually made by the venture capital

1. IT and IT-enabled services

2. Software Products (Mainly Enterprise-focused)
3. Wireless/Telecom/Semiconductor
4. Banking
5. PSU Disinvestments
6. Media/Entertainment
7. Bio Technology/Bio Informatics
8. Pharmaceuticals
9. Electronic Manufacturing
10. Retail


Venture capital fund is a fund formed as a trust or a company under the regulations which

- Has dedicated pool of capital

- raised in the specified manner and
- invested in venture capital undertaking
Venture Capital undertaking is domestic company,

- whose shares are not listed

- which is in the business for providing services, production or manufacturing of articles which are
not in the negative list.
- Each scheme launched or fund set up by a venture capital fund shall have firm commitment from
the investors for contribution or an amount or at least Rupees five crores before the start of
operations by the venture capital fund
Negative list covers following activities:

- Non-banking financial services [excluding those Non – Banking Financial companies

which are registered with Reserve Bank of India and have been categorized as Equipment
Leasing or Hire Purchase companies.
- Gold financing [excluding those companies, which are engaged in gold financing for
- Activities not permitted under the Industrial Policy of Government of India
- Any other activity which may be specified by the SEBI.


Venture capital includes the business of carrying

- Investing in, advising on investments which are, venture capital investment

- managing investments which are, arranging transaction in, venture capital investments.
- Advising on investments or managing investments in relation to portfolios or establishing,
operating or winding up collective investment schemes invests only in venture capital investments
- Any custody activities as related to above.
Venture Capital Investment is investment which at the time of investment is made, is,

- in a new and developing company

- in a management buy out or buy-in or
- Made as means of financing the invitee Company or venture and accompanied by a right of

With the introduction of the SEBI circular SEBI not only aims to protect the interests of investors
in securities market but also to promote the development and regulation of the securities market
in India.

In India earlier the venture capital funding was not allowed in the Real Estate and the
Gold Financing.
To redress these issues and the other operational issues Securities and Exchange Board of India (SEBI)
set up an Advisory Committee on Venture Capital under the Chairmanship of Dr. Ashok Lahiri, Chief
Economic Advisor, Ministry of Finance, Government of India for advising SEBI in matters relating to the
development and regulation of venture capital funds industry in the country.

Terms of Reference for Advisory Committee on Venture Capital were -

1. To advise SEBI on issues related to development of Venture Capital Fund industry.

2. To advise SEBI on matters relating to regulation of Venture Capital Funds and Foreign Venture
Capital Investors.
3. To advise SEBI on measures required to be taken for changes in legal framework / amendments.

The major recommendations of the committee were:


1. Lock-in of shares after listing:

The requirement of lock-in of shares after listing may be removed.

2. Investment in listed companies:

The minimum limit of investment in unlisted companies may be reduced from 75 per cent, as
present, to 66.67 per cent. The remaining portion of 33.33 per cent or less may be permitted to be
invested in listed securities. The aforesaid limit of investment shall be achieved by the end of the
life cycle of a fund. A life cycle of more than 10 years will
have to be justified by the fund and subject to careful examination by SEBI. Wherever such investments
trigger the takeover code, all requirements of the code will have to be fulfilled by the VCF/FVCI and no
exemption from the clauses may be provided. However, where as a result of investments made under
mandatory requirement of takeover code, investment restrictions are breached, the same may not be
considered as a violation of SEBI (VCF/FVCI) Regulations.

3. Type of instruments of investment:

Some kind of hybrid instruments which are optionally convertible into equity may be permitted as a
class of investment instruments under the 66.67 per cent (now recommended) portion of the investible
4. Special Purpose Vehicles (SPV):

SPVs which are mandated for promotion/investment of a Venture Capital Undertaking (VCU) may be
permitted up to a maximum of 33.33 per cent portion of investible funds.

5. Investment in Non Banking Financial Services:

VCFs/FVCIs may be permitted to invest in NBFC in equipment leasing and hire purchase.

6. Investment in Real Estate:

VCFs/FVCIs may be permitted to invest in real estate.

7. Investment in Gold Financing:

Gold financing may be removed from negative list for VCF/FVCI. However, such financing should be
restricted to gold financing for jewelry alone and not pure trade and speculation in gold.


1. Investment in offshore VCUs:

VCF may be permitted to invest in offshore VCUs. RBI may be requested to periodically announce the
overall limit for investment by the VCFs and inform SEBI accordingly.

2. Flexibility to distribute in-specie:

The in-specie distribution of assets may be permitted at any time, as per the preference of investor(s).


1. Appointment of custodians:
The appointment of custodian by FVCI may be continued to facilitate the maintenance of records and a
smooth transition when the VCU’s shares get listed.

2. Investment Limits:

The restriction of not investing more than 25 per cent of the investible funds of a FVCI in a single VCU
may be removed.


1. Section 10(23 FB):

If clause (c) of Explanation I of Section 10(23FB) is deleted, no further amendments to this Section will
be required whenever SEBI changes the definition of ‘Venture Capital Undertaking’. After deletion of
this clause, all VCFs which are formed as trust/company duly registered with SEBI would be eligible for
exemption under Section 10(23FB).

Alternatively, the definition of ‘Venture Capital Undertaking’ under clause (c) of Explanation I of Section
10(23FB) may be aligned with definition of ‘Venture Capital Undertaking’ as defined under SEBI

2. Exits:

For the sake of clarity and for the removal of ambiguity, a suitable clarification may be issued through a
Central Board of Direct Taxes (CBDT) circular. Alternatively, in line with Explanation 2 under section
10(23FB), Explanation 3 may be added providing that VCFs would continue to enjoy tax exemption even
after they receive foreign securities in lieu of domestic securities held by them in a ‘Venture Capital

3. Section 115U:

For the sake of clarity and uniformity, a suitable illustration may be issued through a CBDT circular.


Wholly owned Indian subsidiaries of FVCIs registered with SEBI may be exempted from the minimum
capitalization requirement of an Indian company.

Majority of these recommendations have been accepted by SEBI and others have been send to Reserve
Bank of India for their recommendations.


The changes in the venture capital regulation will have a positive impact on investment by venture
capitalists. In 2003 India was ranked fifth in the Asia pacific region with investment of $774.01 million in
42 companies. Japan topped the list with investment of $7297.71 millions in 77 companies.

Venture capital investments in India has been increasing over the period.

Private equity and venture capital firms invested about $1.5 bln in 125 Indian companies during 2005.
The 2005 Indian VC activity represented a slight decrease from 2004 when 129 companies raised $1.6
bln. A total of 63 out of the 125 companies closed rounds of over $10 mln. The Venture capital
investment will definitely get the boost as the investment has now been allowed in Real Estate and Gold
Financing and certain other restrictions have been eased with.

SEBI doubles investment limit of angel funds to ₹10 crore

Looking to provide an impetus to early-stage start-ups, markets

regulator Securities and Exchange Board of India (SEBI) on
Wednesday decided to double the investment limit by angel funds in
venture capital undertakings to ₹10 crore.
In this fast changing ecosystem, where angels are investing much
higher amounts, the increase is expected provide more opportunities to
angel funds.
The SEBI board has approved amendments to Alternative Investment
Funds (AIF) regulations with respect to ‘Angel Funds.’
The decision is based on the recommendations of its working group,
SEBI said in a statement.
The markets regulator had formed a working group comprising of
various angel networks, consultants and start-ups, to look at
simplifying certain provisions of AIFs to provide ease of doing
business for angel funds.
Angel funds, a sub-category AIFs, encourage entrepreneurship by
financing small start-ups at a stage when they find it difficult to obtain
capital from traditional sources of finance such as banks and financial
Under the amendment, SEBI will increase the maximum investment
by angel funds in venture capital undertakings to ₹10 crore from the
current ₹5 crore.
However, the minimum investment by an angel investor will continue
to be ₹25 lakh.
Further, SEBI would halve the minimum corpus size required for an
angel fund to register with it
to ₹5 crore.
Besides, the regulator would raise the maximum period of accepting
funds from an angel investor to five years, from three years. The move
will provide angel funds more time to identify opportunities and invest
in venture capital firms.
The requirement of filing of scheme memorandum to SEBI by angel
funds will be replaced with the requirement of filing term sheet
containing material information, as specified by the regulator within
10 days of launching the scheme.
The SEBI said the provisions of the Companies Act will apply to the
Angel fund, if it is formed as a company.
Share buyback reforms
In addition, the regulator has decided to put in place a consultation
paper for reviewing norms pertaining to buyback and SAST
(Substantial Acquisition of Shares and Takeovers) regulations with an
objective of simplifying the language, removing redundant provisions
and inconsistencies, updating the references to the Companies Act and
other SEBI rules.
An important amendment proposed in Takeover Regulations is
granting of additional time for upward revision of open offer price, the
regulator noted.
Moreover, the board has revised the provisions relating to transfer of
listed securities.
It has decided that requests for effecting transfer of listed securities
will not be processed unless the securities are held in the
dematerialized form with a depository. The measure is aimed at
curbing fraud and manipulation risk in physical transfer of securities
by unscrupulous entities.
According to SEBI, transfer of securities only in demat form will
improve ease, convenience and safety of transactions for investors.
The SEBI board has also decided to include the option of distribution
of cash benefits like dividends through depositories, in addition to the
present system of distribution directly by the listed companies or
through their Registrar to an issue and Share Transfer Agents.
The option will widen the choice for investors with its benefits such as
shorter turnaround time for receiving benefits, ability to get
consolidated statements of all such benefits and to receive alerts (SMS
or e-mails).1

The changes in the venture capital regulation will have a positive impact on investment by venture
capitalists. In 2003 India was ranked fifth in the Asia pacific region with investment of $774.01 million in
42 companies. Japan topped the list with investment of $7297.71 millions in 77 companies.

1 Published on March 28, 2018