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Venture capital is the investment of long term equity finance where the venture capitalist
earns his return primarily in the form of capital gains.
It is a commitment of capital for the formation and setting up of small scale enterprises
specializing in new ideas or new technology.
Although the development of venture capital started in US in the middle fifties, Venture
Capital Institutions are of fairly recent origin in India.
Features of Venture Capital: The main attributes of venture capital can be summarized
as follows:
a. Venture Capital fund promoted by National Level Financial Institutions like IDBI, ICICI
and IFCI. For Example TDICI promoted by ICICI
b. Venture Capital funds promoted by state level financial institutions like Andhra Pradesh
Venture Capital Limited and Gujarat Venture Finance Company limited
c. Venture Capital funds promoted by Commercial Banks , for example Canbank Venture
Capital fund or State Bank Venture Capital Fund etc. Can bank venture capital Fund
(Promoted by Canfina and Canara Bank)SBI Venture Capital Fund (promoted by SBI
caps )Indian Investment Fund (promoted by Grind lays Bank)Infrastructure Leasing
(promoted by Central Bank of India
d. Venture Capital fund promoted by private sector for example Indus Venture Capital
Fund (Promoted by Mafatlal and Hindustan Lever )Credit Capital Venture Fund (India)
Ltd., 20th century Venture Capital Corporation Ltd., Venture Capital Fund promoted by
V.B. Desai & Co.A brief account of major ingredients of Indian venture capital industry
is presents here.
Early stage
Expansion financing
Expansion financing:
Superior business: Venture Capitalists looks for companies with superior products or
services targeted at fast growing or untapped markets with defensible strategic positions
Quality and depth of management: Venture Capitalists must be confident that the firm
has quality and depth in the management team to achieve its aspirations
Corporate governance and structure: The Venture Capitalists would want to ensure that
Investee Company has the willingness to adopt modern corporate governance standards,
such as non executive directors inclueding a representative of the venture capitalists.
They ar put off by complex corporate structures without a clear ownership and where
personal and business assets are merged.
Exit plan : Lastly a venture capitalists looks for a clear exit route for their investments
such as public listing or a third party acquisition of the investee company.
Venture capital activity is a sequential process involving the following six steps:
1. Deal Origination
2. Screening
3. Evaluation( due diligence)
4. Deal structuring
5. Post investment activity
6. Exit plan
Deal origination: A continues flow of deal is necessary for the venture capital
business: Deal may originate in various ways:
a. Referral System: Deal may be referred to VCFs by their parent organizations,
trade partners, industry associations, friends etc
b. Active Search: Another important source is active search through networks, Trade
fair, conferences, seminars, foreign visits etc
c. Intermediaries: Third sources used especially in developed countries like US is
certain intermediaries who match VCFs and potential entrepreneurs
Screening; Initial screening is carried out on the basis of some criterion for
examples technology, or product or market scope. The size of investment,
geographical location and stage of financing could also be used as a broad
screening criterion.
Product risk: In case of new or untried ideas there is a risk whether the
product can be produced or commercialized. Technically sound products
may fail on commercial basis
Market risk:
Market risk may result from several factors such as unexpected
competition, problem of marketing channels, non acceptance by
customers, quality, price etc
Deal Structuring: Once the deal has been evaluated as viable , the venture capitalist
and the venture capital company negotiates the terms of the deal. Ie. The amount ,
form and price of the investment. This process is termed as deal structuring. The
agreement also includes the protective covenants and earn out arrangements.
Covenants includes the venture capitalist’s rights to control the venture company and
to change its management if needed, buyback arrangements, acquisitions, making
IPOs etc. Earned out arrangements specify the entrepreneurs equity share and the
objective to be achieved.
Venture Capitalists and venture companies both like to negotiate the deal in the
manner that their interest is protected.
Exit Plans:
Keeping in mind their aim of making a medium to long term capital gains, venture
capitalists want to cash out their gain in five to ten years after initial investment. He
may exit in one of the following ways:
1. IPO
2. Acquisition by another company
3. Purchase of venture capitalist share by promoters
4. Purchase of venture capitalist share by an outsider.
a. Equity
b. Conditional loans
c. Income note.
In addition to these there are certain other innovative forms also.
Equity:
All VCFs in India provide equity. Their contribution generally does not exceeds
49%. VCFs buys shares with the intention to ultimately sell them off to make capital
gains. The advantage of equity financing for the company is that it has to pay
dividend only if there are cahs flows. The advantage to the VCF is that it can share in
the high value of the venture and make capital gain if the venture succeeds. But the
flip side is that the VCF will lose if the venture is unsuccessful
Conditional loan: A conditional loan is repayable in the form of loyalty after the
venture is able to generate sales. No interst is paid on such loans. In india VCF
charged royalty ranging from 2 to 15%. Depending upon factors such as gestation
period, cost flow pattern,risk and other factors of enterprise. Some VCFs also give
choice to the enterprise of paying higher rate of interst ( which could be well above
20 percent) instead of royalty on sales once it becomes commercially sound.
Income Rate: It’s a unique form of financing . It’s a hybrid security combining the
features of both conditional loan and conventional loan. The enterprise has to pay
both interst and royalty on sales but at substantially low rates.
Other modes of financing: A few venture capitalists especially in private sector have
introduced innovative financial securities. For example:
a. Participating dedenture: this security carries charges in three phases:
In start up phase: no interst is charged, after this a low interest is charged upto a
particular level of operation. Once the venture starts operating on full commercial
basis, a high rate of interst is required to be paid
b. Partially or fully convertible debenture
c. Cumulative convertible preference shares: CPP could be particularly attractive in
Indian context as CPP shareholders do not have right to vote until and unless they
have not received dividends for two consecutive years.
In the Indian context both VCFs and Entrepreneurs earlier favored a financial
package which has a higher component of loan. This was because of the
promoter’s fear of loss of ownership and control to the financiers and because of
traditional reluctance and conservatism of financiers to share in the risk inherent
in the use of equity.
In developed countries, like the USA and the UK, the venture capital firms are accustomed to
using a wide range of financial instruments. They include.
1. Deferred shares: – where ordinary share rights are deferred for a certain number of years.
2. Convertible loan stock: – which is unsecured long-term loan convertible into ordinary shares
and subordinated to all creditors.
3. Special ordinary shares: – with voting rights bit without a commitment towards dividends.
4. Preferred ordinary shares: – with voting rights and a modest fixed dividend right and a right to
share in profits.
Venture capital funds abroad also provide conventional loans, hire-purchase finance, lease
finance and even overdraft finance, but the overall financial package is always tilted in favour of
equity component.
At present, several venture capital firms are incorporated in India and they are promoted
either by all India Financial Institutions like IDBI, ICICI, IFCI, State level financial
institutions, public sector banks, or promoted by foreign banks/private sector or financial
institutions like Indus venture capital fund.
Disinvestment Mechanisms( Exit options): An important aspect of venture capital
investing is the exit strategies. Venture capital funds primarily invest with an exit in mind after a
few years. After successfully funding at seed, pre-production, production and expansion stages, a
venture capitalist will start assessing exit strategies. The exit in the form of disinvestment or
liquidation is the last and final stage of the venture capital funding. The disinvestments options
available developed countries are :
1. Promoter’s buy back.
2.Public issue
3. Sale to other venture capital Funds.
4. Sale in OTC market and
5. Management buy outs.
Some of these are feasible options in India. In India the OTC stock exchange has not been very
successful.
a. Buy Back by promoters: The most popular disinvestment route in India is share buy back by
promoters. This route is suited to Indian condition because it keeps the ownership and
control of the promoters intact. The Risk capital and Technology Finance Corporation,
CAN-VCF etc. in India allow promoters to buy back equity of their enterprises. The obvious
limitation of this method is that in a majority of cases the market value of the shares of the
venture form would have appreciated so much that the promoter would not be in a financial
position to buy them back.
In India the promoters are invariably given the first option to buy back equity of their
enterprises. If the promoters fails to buy back the shares within a stipulate period , the VCF
reserves the discretion to divest them in any manner deemed appropriate.
b. Initial Public Offerings( IPOs): The benefits of disinvestment Via IPOs route are improved
marketability and liquidity, better prospects for capital gains . But this option has certain
limitations in Indian scenario. The public issue would be difficult and expensive since first
generation entrepreneurs are not know in the capital market. The option involves high
transaction cost and also less feasible for small ventures on account of high listing
requirements of the stock exchange.
c. Secondary Stock market: an active secondary market provides the necessary impetus to the
success of venture capital. VCFs should be able to sell their holdings and investors should be
able to trade shares conveniently and freely.
The OTC exchange in India ( OTCEI ) was established in June 1992. It opened a new avenue
for disinvestments for small and medium size companies.
d. Management Buy outs: The promoter of a new venture which has taken off may sell to its
managers. The managers will generally raise venture capital to buy out the venture. This
transaction is called management buyouts. When the buyers( managers or outsiders) incur
heavy debt to buy the venture, the deal is called leveraged buy out. Management Buy outs
are not very popular in India yet.
Venture capital as a source of the launch capital either of the American type or the
slightly variant (in scope) British type is, by and large, conspicuous by its absence in
India. There are, of course, some institutional venture capital funds/ schemes in
operation in India. For instance, Industrial Finance Corporation of India set up the
Risk Capital Foundation in 1975 with a view to providing special assistance to new
entrepreneurs, particularly technologists and professionals for promoting medium-
sized industrial projects. Further, with a view to assisting entrepreneurs who have
skills but lack finance to bring in the requisite promoter’s contribution, Industrial
Development Bank of India (IDBI) introduced two seed capital schemes, viz.,
State financial corporations’ special share capital schemes under which SFCs extend
special share capital assistance to projects in the small-scale sector from their special
class of share capital contributed jointly by the concerned state Government and IDBI
and
IDBI’s own scheme for such assistance (operated mainly through State Industrial
Development Corporation / State Financial corporation)_ in respect of medium-sized
projects costing upto Rs.2 crores. In 1985 the IDBI introduced venture capital fund
scheme to assist industry’s efforts for technological advancements. Most of the
ventures assisted by the Bank have been sponsored by professionally qualified
entrepreneurs and the process/technology involved a wide range of new and
indigenously developed ones.
In 1986, Industrial Credit and Investment Corporation of India (ICICI) also launched
a venture capital scheme to encourage new techno crafts in the private sector in new
fields of high technology with inherent risk. Under this scheme ICICI assists projects,
with initial investment not exceeding Rs.2 crores, in the form of equity or conditional
loan with flexible charges and repayment period or conventional loan. Two new fund
were launched recently.
The first one called India fund – floated by the International Division of Merrill
Lynch with subscription by non-resident Indians living mainly in the UK and
Western Europe is managed by the UTI.
The second one is the venture capital fund with an initial capital of Rs.10 crores
established in December 1986 by IDBI to provide equity capital for pilot plants
attempting commercial applications of indigenous technology and to adapt previously
imported technology to wider domestic application.
To undertake the task on a continuous and systematic basis, the Industrial Credit and
Investment Corporation set up with the UTI ‘The Technology Development and
Information Company of India Ltd.’ (TDICI) in 1989. TDICT has started providing
venture capital, R & D funds and technical and managerial services including
Technology and Information. The ICICI also established in 1988 with UTI ‘venture
capital fund’ with Rs.20 crores, subscribed equally by ICICI and UTI. The fund is
being used for providing assistance mainly in the form of equity, conditional loans
and convertible debenture, to set up technological ventures which have potential for
fast growth.
In January, 1990 ICICI and UTI have jointly launched their second venture fund for
Rs.100 crores. It is interesting to note that the commonwealth Development
Corporation of the U.K. will also be participating in this fund. Among commercial
banks, State Bank of India, Canara Bank and Grind lay’s Bank have shown interest in
this area. SBI’s merchant banking subsidiary, ‘SBI capital markets invests in the
equity shares of new and unknown companies. Canara Bank has also set up a venture
capital fund through its subsidiary, viz., (as bank financial Services) Grind lay’s Bank
launched India investment fund to provide venture capital assistance to high risk
projects.
In July, 1990 The Gujarat Industrial Corporation Ltd., launched a venture capital
finance scheme’ through a newly registered subsidiary with the help of the Capital
Trust Fund worth Rs.24 crores to cater to projects which will enhance the growth of
the national economy. The new subsidiary – Gujarat Venture Finance Ltd. – would
financially support the entrepreneur having both indigenous and imported
technologies not tried before in the country. This organization would finance venture
capital entirely through equity participation.
In private sector a few venture capital funds have been established. One such fund is
Indus Venture Capital Fund (IVCF). This venture capital has been set up with a
capital of Rs. 21 crore contributed by several Indian and international institutions.
The fund provides both equity capital as well as managerial support to entrepreneurs.
The other private venture capital firms set up in India are Credit Capital Venture
Fund, Twentieth Century Finance Company and Infrastructure Leasing and Financial
Services Ltd.
The above venture capital funds / schemes are essential in the nature of equity
assistance funds/schemes. There are no full- fledged individual corporate or
institutional venture capitalist in India offering a broad spectrum of multi-faced
specialist services like the venture capitalist in the U.S. or U.K. Further, having
regards to the mammoth task to be performed by venture capital finance in India, the
size of the fund would appear to be too small.
FUTURE OF VENTURE CAPITAL IN INDIA
With rapid international march of technology, demand for newer technology and
products in India has gone up tremendously. the pace of development of new and
indigenous technology in the country has been slack in view of the fact that several
process developed in laboratories are not commercialized because of unwillingness of
people to take entrepreneurial risks, i.e. risk their funds as also undergo the ordeal of
marketing the products and process. In such a situation, venture financing assumes
more significance. It can act not only act as a financial catalyst but also provide
strong impetus for entrepreneurs to develop products involving newer technologies
and commercialize them. This will give a fillip to the development of new technology
and would go a long way in broadening the industrial base, creation of jobs, provide a
thrust to exports and help in the overall enrichment of the economy.
In addition, venture capital will be needed urgently to solve the serious problems of
sickness which has plagued many Indian Industries. There are large number o sick
companies which offer opportunities for turn-around, either through a change in the
product line or use of existing facilities in a different way or in any other manner.
What is needed is the supply of equity to persons who have fertile ideas, necessary
expertise and competence and who can bring about improvements in some units.
Another type of situation commonly found in our country is where the local group
and a multi-national company may be ready to enter into a joint venture but the
former does not have sufficient funds to put up its share of the equity and the latter is
restricted to a certain percentage. For the personal reasons or because of competition,
the local group may not be keen to invite any one in its industry or any major private
investor to contribute equity and may prefer a venture capital company, as a less
intimately involved and temporary shareholder. Venture capitalists can also lend their
expertise and standing to the entrepreneurs.
A large number of smaller units serving as ancillaries to major industrial groups need
capital, expertise and contacts of venture capitalist for upgradation of their
technology in tune with the demands from the major industrial units. It is generally
found that small suppliers are faced with a choice of going out of business, losing
their major client, being acquired by the client or obtaining at an exorbitant rate from
a source outside the industry. Venture capitalist can help these units and save them
from the crisis.
In service sector, which has Immense growth prospects in India, venture capitalists
can play significant role in tapping its potentiality to the full. For instance, venture
capitalists can provide capital and expertise to organizations selling antique,
remodeled jewellery, builders of resort hotels, baby and health care market,
retirement homes and small houses.
An entrepreneurial tradition must be more broad based and less family based.
Attractive customer opportunities of high-technology type should be created. Tax
policies need to be carefully scrutinized to eliminate those provisions which work
heavily against the emergence of risk capital.
These has to be some institutional changes which offer the venture capitalist the
opportunity to off load the investment. Disinvestments avenue have to be positively
encouraged and in this both the government and the securities markets have to play a
positive role. The association of venture capital with high technological and
investment opportunities must be declined. There is need for venture capital for
development of many products and services which are relevant to our country and
which can be produced with less domestic technological innovation and smaller
domestic markets.
Importance of venture capital
Venture capital is of great practical value to every corporate enterprises in modern
times.
a. Advantages to Investing Public: It reduces the risk for investing people. Venture
capital institutes involvement reduces chances of malpractices. It also meads to more
accurate evaluation of proposal. There is also a continuous feedback about the
performance.
b. Advantages to Promoters
1. The entrepreneur for the success of public issue is required to convince tens of
underwriters , brokers and thousand of investors but to obtain venture capital assistance. he
will be required to sell his idea to justify the officials of the venture fund.
2. Public issue of equity shares has to be proceeded by a lot of efforts viz. necessary statutory
sanctions, underwriting and broker arrangement, publicity of issue etc. The new
entrepreneurs find it very difficult to make underwriting arrangements require a great deal of
effort. Venture fund assistance would eliminate those efforts by leaving entrepreneurs to
concentrate upon bread and butter activities of business.
3. Cost of public issues of equity share often between 10 percent to 15 percent of nominal
value of issue of moderate size, which are often even higher for small issues. The company is
required, in addition to above, to incur recurring costs for maintenance of share registry cell,
stock exchange listing fee, expenditure on printing and posting of annual reports etc. These
items of expenditure can be ill afforded by the business when it is new. assistance from
venture fund does not require such expenditure.
c. General:
1. A developed venture capital institutional set-up reduces the time between a technological
innovation and its commercial exploitation.
3. Venture capital acts as a cushion to support business borrowings, bankers and investors
will not lend money with inadequate margin of equity capital.
4. Once venture capital funds start earning profits , it will very easy for them to raise
resources from primary capital market in the form of equity and debts. Therefore, the
investors would be able to invest in new business through venture funds and, at the same
time,, they can directly invest in existing business when venture funds dispose its own
holding,. This mechanism will help to channelise investment in new high=tech business of
the existing sick business. these business will take-off with the help of finance from venture
funds and this would help in increasing productivity, better capacity utilisation.
5. The economy with well developed venture capital networks, induces the entry of large
number of technocrafts in industry, help in stablising industries and in creating a new set of
trained technocrafts to build and manage medium and large industries, resulting in faster
industrial development.
6. A venture capital firm serves as an intermediary between investor looking for high returns
for their and entrepreneurs in search needed capital for their start ups.
7. It also paves the way for private sector to share the responsibility with public sector.
INITIATIVE IN INDIA
Indian tradition for VC for industry goes back more than 150 years when many of the
managing agency houses acted as venture capitalist providing both finance and management
skill to risky projects. It was the managing agency system through which Tata Iron and
Steels and era press mills were able to raise equity capital from the investing public. The
Tata also initiated a managing agency house, named Investment Corporation of India in 1937
which by acting as venture capitalist, successfully promoted bi-tech enterprises such as
enterprises such as CEAT Tyres .
Associated Bearings National Rayon' the early form of venture capital enables the
entrepreneurs to raise large amount of funds and yet retain management control. After the
mobilizing of managing agency system, the public sector term lending institutions s meet a
part of venture capital requirements through seed capital and risk capital for hi-tech
industries which were not able to meet promoters contribution. However all these institutions
supported only proven and sound technology while technology development remanded
largely confirmed to government labs and academic institutions . Many hi-tech industries,
thus found it impossible to obtain financial assistance from banks and other financial
institutions due to unproven technology conservative attitude, risk awareness and rigid
security parameters.
Venture capital's growth in India passed through various stages. In 2973m R.S. Bhatt
Committee recommended formation of Rs. 100 crore venture capital fund, the Seventh Five
Year Plan emphasis need for developing a system of funding venture capita. The Research
and Development Cess Act was enacted in May 1986 which introduced a cess of 5% on all
payments made for purchase of technology from abroad. The levy provided the source for
the venture capital fund,
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taizoondean Re: VENTURE CAPITAL - January 29th, 2007
thanks for ur project u have done good work it is very helpful keep
it up
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hi if u have any more info
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