What is Venture Capital?The term Venture Capital is understood in many ways. In a narrow sense it refers to, investment in new and tried enterprises that are lacking a stable record of growth. In a broader sense, venture capital refers to the commitment of capital as shareholding for the formulation and setting up of small firms specializing in new ideas or new technologies. The emerging scenario of global competitiveness has put an immense pressure on the industrial sector to improve the quality level with minimization of cost of products by making use of latest technological skills. The implication is to obtain adequate financing along with the necessary hi-tech equipments to produce an innovative product which can succeed and grow in the present market condition. Venture Capital is money provided by professionals who invest and manage young rapidly growing companies that have the potential to develop into significant economic contributors. According to SEBI regulations, venture capital fund means a fund established in the form of a company or trust, which raises money through loans, donations, issue of securities or units and makes or proposes, to make investments in accordance with these regulations. The funds so collected are available for investment in potentially highly profitable enterprises at a high risk of loss. A Venture Capitalist is an individual or a company who provides, Investment Capital, Management Expertise, Networking & marketing support while funding and running highly innovative & prospective areas of products as well as services. Thus, the investments made by Venture Capitalists generally involves Financing new and rapidly growing companies, purchasing equity securities, taking higher risk in expectation of higher reward,Having a long frame of time period, generally of more than 5 - 6 years. Actively working with management to devise strategies pertaining for overall functioning of project. Networking and marketing of the product /service being offered.Venture Capital Financing:It generally involves start up financing to help technically sound, globally competitive and potential projects to compete in the international markets with the high quality and reasonable cost aspects. The growth of South East Asian economies especially Hong Kong, Singapore, South Korea, Malaysia along with India has been due to the large pool of Venture Capital funds from domestic / offshore arenas.- Venture Capitalists draw their investment funds from a pool of money raised from public and private investors. These funds aredeployed generally as equity capital (ordinary and preference shares) and some times as subordinated debt which is a semi secured investment in the company (through debenture) ranking below the secured lenders that often requires periodic repayment. Today, a VC deal can involve common equity, convertible preferred equity and subordinated debt in different proportions.- The Venture Capital funding varies across the different stages of growth of a firm. The various stages are 1. Pre seed Stage: Here, a relatively small amount of capital is provided to an entrepreneur to conceive and market a potential idea having good future prospects. The funded work also involves product development to some extent- . 2. Seed Stage: Financing is provided to complete product development and commence initial marketing formalities. 3. Early Stage / First Stage: Finance is provided to companies to initiate commercial manufacturing and sales. 4. Second Stage: In the Second Stage of Financing working capital is provided for the expansion of the company in terms of growing accounts receivable and inventory.- 5. Third Stage: Funds provided for major expansion of a company having increasing sales volume. This stage is met when the firm crosses the break even point.- 6. Bridge / Mezzanine financing or Later Stage Financing: Bridge / Mezzanine Financing or Later Stage Financing is financing a company just before its IPO (Initial Public Offer). Often, bridge finance is structured so that it can be repaid, from the proceeds of a public offering.- There are basically four key elements in financing of ventures which are studied in depth by the venture capitalists. These are :1. Management: The strength, expertise & unity of the key people on the board bring significant credibility to the company. The members are to be mature, experienced possessing working knowledge of business and capable of taking potentially high risks.2. Potential for Capital Gain: An above average rate of return of about 30 - 40% is required by venture capitalists. The rate of return also depends upon the stage of the business cycle where funds are being deployed. Earlier the stage, higher is the risk and hence the return.3. Realistic Financial Requirement and Projections: The venture capitalist requires a realistic view about the present health of the organization as well as future projections regarding scope, nature and performance of the company in terms of scale of operations, operating profit and further costs related to product development through Research & Development.4. Owner's Financial Stake: The financial resources owned & committed by the entrepreneur/ owner in the business including the funds invested by family, friends and relatives play a very important role in increasing the viability of the business. It is an

important avenue where the venture capitalist keeps an open eye.

Problems of Venture Capital Financing:VCF is in its nascent stages in India. The emerging scenario of global competitiveness has put an immense pressure on the industrial sector to improve the quality level with minimization of cost of products by making use of latest technological skills. The implication is to obtain adequate financing along with the necessary hi-tech equipments to produce an innovative product which can succeed and grow in the present market condition. Unfortunately, our country lacks on both fronts. The necessary capital can be obtained from the venture capital firms who expect an above average rate of return on the investment. The financing firms expect a sound, experienced, mature and capable management team of the company being financed. Since the innovative project involves a higher risk, there is an expectation of higher returns from the project. The payback period is also generally high (5 - 7 years). The various problems/ queries can be outlined as follows:(i) Requirement of an experienced management team.(ii) Requirement of an above average rate of return on investment.(iii) Longer payback period.(iv) Uncertainty regarding the success of the product in the market.(v) Questions regarding the infrastructure details of production like plant location, accessibility, relationship with the suppliers and creditors, transportation facilities, labour availability etc.(vi) The category of potential customers and hence the packaging and pricing details of the product.(vii) The size of the market.(viii) Major competitors and their market share.(ix) Skills and Training required and the cost of training.(x) Financial considerations like return on capital employed (ROCE), cost of the project, the Internal Rate of Return (IRR) of the project, total amount of funds required, ratio of owners investment (personnel funds of the entrepreneur), borrowed capital, mortgage loans etc. in the capital employed.THE Indian venture capital (VC) industry has witnessed considerable turmoil in the last two years. Consider this: At least seven VC funds (VCFs) shut shop. Many others simply ran out of funds. A few set up high-cost Indian operations, with no funds raised or allocated for investment. The rest of the industry appears to be busy, `restructuring' their investment focus, making very few new investments.After a period of hectic investing, from 1998 to 2000, the Indian VC industry appears to be going through difficult times. This is a time for the industry to engage in some serious reflection. Managers in the industry may possibly disagree with me. They might argue that the developments in the Indian industry are a mere reflection of a larger global phenomenon. After all, have the American and European VC industries not slowed down? That comparison though, is inappropriate. The slow down and the poor performance of many funds in the Western world are part of a cyclical phenomenon. The Indian industry, on the contrary, faces issues of a fundamental nature. Let us examine four issues of concern.First, there is a serious mismatch between the kind of venture capital available in India and what the market demands. Almost all VCFs in India have been targeting their capital at companies in the information technology, pharmaceuticals and some services industries, looking for expansion financing of Rs 15 crores or more. Now, this is a limited market segment. Most of the industries mentioned above are relatively young. There are very few firms in these sectors, seeking large amounts of capital for expansion financing. At the same time, a large number of aspiring entrepreneurs, start-ups, early- stage companies and Old Economy firms, which are fundamentally sound businesses, are unable to attract the VC financing that they badly need in order to grow. Apart from the relatively smaller amounts of funding that they seek, on average start-ups require considerable post-funding support from the investor to grow their businesses. That is painstaking work, for which Indian VCF managers have demonstrated neither experience nor training nor temperament. Old Economy firms do not provide the quick or glamorous exits that VCFs often desire.Second, most VCFs in India are an extended arm or a division of global investment institutions. International funds represent more than 95 per cent of the VC invested in India. Two consequences follow from this near-total dependence on foreign capital. One, the investment mandates of these VCFs are often driven by the parent institutions' global world view, which often ignores local market needs. The homogenous investment preferences of VCFs outlined earlier follow from the parent institutions' global investment strategies. Two, at a portfolio level, every international VC investor in India has been a victim of the depreciation of the rupee against the dollar. The returns produced by Indian VCFs, measured in US dollars or other Western currencies, turn out to be considerably less attractive than that measured in Indian currency. Many nations such as the Netherlands, Portugal, Finland, Norway and Israel recognized the limitations of depending on foreign funds at the time of evolving a policy for developing a local VC industry. Their first step was to kick start VCFs in the private sector with funds from domestic institutions. Over a decade, or even less, they succeeded in creating a local VC industry that depended less and less on government support and international investors.The third issue is the poor quality of corporate governance and lack of sensitivity among entrepreneurs and investors, to each other's legitimate business aspirations. This is a universal problem and not unique to India. What is however unique to India is the hopeless system of legal redress of grievances when partners renege on contractual obligations. Often,aggrieved parties in India agree to settlements that are unfair to them, apprehending that litigation in Indian courts could be dysfunctional. This situation may not change in the foreseeable future. The alternative to litigation and unfair bad investments would be to invest more effort in better identification and selection of investments and supervision of the portfolio. Indian VCF managers need to ask themselves if they are prepared to put in that extra effort to minimize prospects for litigation in the first place.Last, but not the least, the industry lacks a broad-based and effective trade association. The Indian Venture Capital Association (IVCA) does not represent a large proportion of the VCFs who are active in India. I am not sure of the IVCA's contributions to the VC industry either, in the ten years since it was formed. For some years initially, the IVCA used to produce a delightfully uninformative annual report, many months after the end of the year. For the past four years even those reports do not appear to have been published! Venture capital has been a remarkable catalyst of entrepreneurial activity, after the Second World War, in many developed countries. It has led to significant growth in industry and innovation. The prospects for the Indian VC industry are no less humongous. It is up to the industry to reflect on its current predicament and evolve a strategy to seize the opportunity.Prospects of Venture Capital Financing:With the advent of liberalization, India has been showing remarkable growth in the economy in the past 10 - 12 years. The government is promoting growth in capacity utilization of available and acquired resources and hence entrepreneurship development capital. While only eight domestic venture capital funds were registered with SEBI during 1996-1998, 14 funds have already been registered in 1999-2000. Institutional interest is growing and foreign venture investments are also on the rise. Many state governments have also set up venture capital funds for the IT sector in partnership with the local state financial institutions and SIDBI. These include Andhra Pradesh, Karnataka, Delhi, Kerala and Tamil Nadu. The other states are to follow soon.In the year 2000, the finance ministry announced the liberalization of tax treatment for venture capital funds to promote them & to increase job creation. This is expected to give a strong boost to the non resident Indians located in the Silicon Valley and elsewhere to invest some of their capital, knowledge and enterprise in these ventures. A Bangalore based media company, Graycell Ltd., has recently obtained VC investment totaling about $ 1.7 mn. The company would be creating and marketing branded web based consumer products in the near future.The following points can be considered as the harbingers of VC financing in India:-(i) Existence of a globally competitive high technology.(ii) Globally competitive human resource capital.(iii) Second Largest English speaking, scientific & technical manpower in the world.(iv) Vast pool of existing and ongoing scientific and technical research carried by large number of research laboratories.(v) Initiatives taken by the Government in formulating policies to encourage investors and entrepreneurs.(vi) Initiatives of the SEBI to develop a strong and vibrant capital market giving the adequate liquidity and flexibility for investors for entry and exit.In a recent survey it has been shown that the VC investments in India's I.T. - Software and services sector (including dot com companies) - have grown from US $ 150 million in 1998 to over US $ 1200 million in 2002. The credit can be given to setting up of a National Venture Capital Fund for the Software and I.T. Industry (NFSIT) in association with various financial institutions of Small Industries and Development Bank of India (SIDBI). The facts reveal that VC disbursements as on September 30, 2002 made by NFSIT totalled Rs 254.36 mn.Whopping investments of over USD 8.5 billion is expected in Indian from Venture Capitalists (VCs) and Private Equities (PEs) in next five years in at least five identified areas such as Biotechnology and Life Sciences, Logistics, Clean technology, Film Production and Education,Quoting the findings of the ASSOCHAM & Deloitte paper, president ASSOCHAM, Sajjan Jindal said that India has large opportunities in Biotechnology and Life Sciences on lines of retail and Real Estate. The Life Sciences sector in India has been attracting specialists Venture Capitalists from global and local funds. According to information received by the ASSOCHAM, US based Life Sciences Fund has recently invested approximately USD 20 million in a Hyderabad based pharmaceutical company. Devices and diagnostics are other areas where investors are active. It is anticipated that the Biotechnology and Life Sciences will alone attract about USD 1.5 billion investments from VCs and PEs by 2012.Jindal said that logistics is another area in which VCs are expected to invest in excess of USD 2 billion in Indias maritime infrastructure and logistics as it strengthens cargo handling facilities to meet rising demand for exports and imports. The paper mentions that National Maritime Development Programme envisages huge investment to upgrade Indias maritime sector of which 64% is expected to come from VCs and PEs firms. These funds are also looking at possibilities in ancillary business that supports maritime trade such as warehousing and container freight stations.Clean technology is still another area where VCs and PEs would grow more and more active. In 2007, investors committed USD 290 million in 11 cleantech investment deals compared to USD 140 million in 9 deals in 2006. The momentum is expected to continue over the coming years given the government initiatives and policy focus on cleantech. It is expected that PEs and VCs would be able to jointly garner an investment of USD 3.5 billion in cleantech areas in next few years, pointed out Jindal.The other prospective areas in which VCs and PEs would make huge investments include Indian film production and education. The Indian film industry currently is worth 1.8 billion and is expected to grow @of over 25% and would reach a level of USD over 5 billion by 2011. With the newly accorded status of industry and professionalism on film industry, it will emerge as new venue for VCs. The ASSOCHAM expects USD 0.25 billion VCs investments in this industry in next five years.With a booming economy and concurrent talent shortage, denying for services from the domestic education sector is slated to create a lucrative opportunities for VCs. A global private equity firm with USD 36 billion in assets is planning approximatelyUSD 200 million investments in the Indian education sector by taking up strategic positions in companies offering e-learning, distant learning, vocational training and the like.The paper further points out that venture capital investment is undergoing some interesting transitions. Developing economies like India and China continue to attract investments; early stage finance is becoming increasingly globalize. Investors are backing consumer and retail firms that benefit from the rise of the Indian middle class, as well as business services that cater to the nations growing economic sector. The other transition is that the capital flowing to India is designed to expand existing companies. By contrast, venture capital in the United States, Europe and Israel is usually dedicated to backing new technologies or services.In Asia, venture capitalists are still in the process of developing common evaluation criteria for investment, unlike in mature markets, where a common criterion is the level of attention paid to the entrepreneurs personality and experience. In Asia, different classes of stocks with different voting rights are relatively uncommon. Asian investors thus have to rely mostly on common stocks and other means to manage their portfolio risk. Traditional venture capitalists are expected to actively assist their portfolio companies in what are termed value-added activities. Most of the Asian venture capitalists assistance remains restricted to providing advice on financial matters.The dynamics in emerging venture capital markets differ from those in developed venture capital markets. The emerging private equity markets focus primarily on growth capital investments through minority equity participation. Emerging venture capital markets, although not without challenges, present a host of opportunitiesIndia story still attracts venture capital fundsVenture capitalists raising new funds dedicated to the Indian market are not finding the going tough despite a global slowdown impacting availability of capital.For instance, Clearstone Venture Advisors, a global venture capital fund with over $650 million of committed capital for investment globally, plans to close its fourth fund soon. The fund, which could be over $200 million, will also have a larger share of investments in India. The company had raised $210 million for its third fund, of which 20 to 25 per cent was dedicated for investments in India.Similarly, Seed Fund, which invests in early start-ups, is in the process of raising its second fund. The fund, which will be in the range of $50-60 million, will be closed by the end of this year. It all depends on who is raising the funds. Firms like us who invest in early- stage companies will be least impacted as we are not looking at immediate gains," said Pravin Gandhi, Partner, Seed Fund.The strong India story is probably the reason why several funds are strengthening their India focus. These include names such as Walden International and Accel India Venture Fund. Walden International recently announced its plans to raise a $500 million global fund early next year to step up its investment in China and India. Over the next 12-18 months, the global VC fund will invest close to $150 million (around Rs 650 crore) in India.Mohit Bhatnagar, operating partner at Sequoia Capital, said the firm has not seen any major drop in either the investments or the pipeline of deals they examine. A lot of good companies get started globally during economic downturns and India should be no different. Of course, deals might take longer to close accounting for valuation corrections, different exit strategies, etc., says Bhatnagar. Not everyone is bullish on the future as some VCs said the subsequent rounds of funding will get impacted.VCs raising follow-on funds are not facing the problem as much as those raising funds for the first time, points out Arun Natarajan, founder and CEO, Venture Intelligence. According to Venture Intelligence data, during the first six months of 2008, VCs invested $380 million across 60 deals.This compares with $379 million spread across 59 investments during corresponding period in 2007. VCs invested $760 million across 125 investments during whole of 2007.Seed Fund's Gandhi said most investors are cautious, hence the appetite for investment will slow down. Many also feel that India as a market was too hyped-up for investment and many went overboard with regard to valuations. Avnish Bajaj [ Images ], co-founder and MD, Matrix India, said some of the global funds coming to India will be impacted, especially where the fund did not have an India-dedicated team who could bring in local expertise

CHAPTER 1: INTRODUCTION1.1 VENTURE CAPITAL FINANCINGBusiness requires capital, and getting it at the right time is very important. There are several alternativesto fund the business. A brief heading to name a few would be : Owner or proprietors capital Equity partner Debt FinanceThese can be further be branched to many options giving entrepreneur several options to choose among.In this study the focus would be more on venture capital which comes under equity partner as well asunder debt financing.Venture capital is a risk financing in the form of equity or quasi-euity. It gives the business funds basedon their potential and their interest as perceived by the investor. Funds might be required for seed stagefunding, expansion/development funding or for acquisition financing. Venture capital is establishedamong developed countries and is developing in third world countries because of its impact onencouraging entrepreneurial activities within a nation. Venture Capital firms invest funds on anybusiness with a professional outlook, they focus on their primary segment which vary among differentspecializations (eg. e-commerece, Oil & Gas, Healthcare, Manufacturing, Health/life sciences, etc.)Venture capital in India today has three forms Equity Conditional loans Income notesThe number of venture capital firms are raising in India due to the well-developed avenues for buyingand selling of shares within SMEs, huge tax benefits for the venture capitalist and support fromgovernment policies. Venture capital plays a strategic role to build potential business/enterprises toreach a level where they can reap their capital gains and can cash out these gains by leading directingtheir financed venture to any of the following exit routes: Initial public offerings (IPO) Acquisition by other company Purchase of venture capitalists share by other investors or promotersThis is done when the Venture capitalist realizes the required return of return on his primary capitalinvested on the business to take the exit route. Venture capital financing helps both the entrepreneurs aswell as the venture capitalist to realize their goals.With venture capital financing, the venture capitalist acquires an agreed proportion of the equity of thecompany in return for the funding that he offers.

This could be summarized as follows : Equity participation Long term investment Participation in management The rate of return on this capital lies within the success of the business venture. Venture capital Equityfinance thereby offers the advantage of having no interest charges. It is "patient" capital that seeks areturn through long-term capital gain rather than immediate and regular interest payments, as in the caseof debt financing. Given the nature of equity financing, venture capital investors are therefore exposedto the risk of the company failing. As a result the venture capitalist must look to invest in companieswhich have the ability to grow very successfully and provide higher than average returns to compensatefor the risk.2 Venture capitalists management approach differ to that of a lender or a bank. The bank does notparticipate with the management and keeps its ties away from the ventures management, operations andother decision making. When venture capitalists invest in a business they typically direct and guide theventure so as to lead it towards capital gains. They are a crucial part of the company's decision makingand occupy a place in board of directors. These professional venture capitalists act as mentors and aim toprovide support and advice on a range of management, sales and technical issues to assist the companyto develop its full potential.1.2 BACKGROUND OF THE STUDY:Today due to the economic crisis and the change in job market. Entrepreneurship has gained market. Anumber of technocrats in India today plan to setup their own shops and capitalize this opportunities. Intodays highly dynamic economic climate with regular technological inventions, few traditional businessmodels may survive but margin lies more towards more innovative business ideas. Today it is not theconglomerates that fuel economic growth but are the new SMEs and other innovative businesses.The bright reason for global economic growth today lies in the hand of the small and mediumenterprises. For example, in India SMEs alone contribute to almost 40% of the gross industrial valueadded in the Indian economy.Whereas in the United States 55% of their global exports are supported by very SMEs with not morethan 50 employees and 10% exports are generated by companies with 800 or more employees.There is a paradigm shift from the earlier physical production and economies of scale model to newventures with technological advancements providing services and under process industry.However, staring an enterprise has its own risk and is never easy. There are number of parameters thatcontribute to its success or downfall. That is why entrepreneurs find it difficult to find the right venturecapitalist and miss the right way to approach them. However, there are methods and a right protocol forany entrepreneur to reach out his investor in a right way and thereby get the funding and that is our topicof study here.

2.2 INTRODUCTION TO THE VENTURE CAPITAL INDUSTRY

Initiative in India:Indian tradition of venture capital for industry starts with a history of more than 150 years. Back thenmany of the managing agency houses acted as venture capitalists providing both finance andmanagement skill to risky projects. It was the managing agency system through which Tata iron andSteel and Empress Mills were able to raise equity from the investing public. The Tatas also initiated amanaging agency system, named Investment Corporation of India in 1937, which by acting as venturecapitalists, successfully provided hi-tech enterprises such as CEAT tyres, associated bearings, nationalrayon etc. The early form of venture capital enabled the entrepreneurs to raise large amount of funds andyet retain management control. After the abolition of managing agency system, public sector termlending institutions met a part of venture capital requirements through seed capital and risk capital forhi-tech industries which were not able to meet promoters contribution. However all these institutionssupported only proven and sound technology while technology development remained largely confidentto government labs and academic institutions.Many hi-tech industries, thus found it impossible to obtain financial assistance from banks and otherfinancial institutions due to unproven technology, conservative attitude, risk awareness and rigidsecurity parameters. Venture capitals growth in India passed through various stages. In 1973, R.S. Bhattcommittee recommended formation of Rs. 100 crore venture capital funds. The seventh five year planemphasized the need for developing a system of funding venture capital. The Research andDevelopment Cess Act was enacted in May 1986, which introduced a cess of 5 percent on all paymentsmade for purchases of technology from abroad. The levy provides the source for the venture capitalfund. Formalized venture capital took roots when comptroller of capital issues venture capital guidelinesin Nov 1988.

2.3 GROWTH OF VENTURE CAPITAL INDUSTRYUp to 1996: The Early Years: Funds that were mobilized for venture investment were small in value. The venture capitalists in those times were mostly from a banking background. Banks approached the subject of venture funding much likely they approached debt financing of a project. The accent was on the asset-side of the balance sheet. And the focus on innovation and businessbuilding was low. Value creation as a focus had not yet been fully discovered, and exit strategies were beingthought more around the life-term of the fund. Valuations were low. No competition between VCs. Indian entrepreneurs had not yet discovered the venture capital route to funding and growth andit reflected in the small amounts that were invested. There was little or no active participation of venture capitalists in entrepreneurial activities suchas financial structuring, business strategy.

Business enhancement through networks.1997 to 2000: The Rock n Roll Years: The SEBI guidelines of 1996 acted as huge incentive for institutionalacked MNC venture capital companies to focus their attention on India. The range of venture capitalists now spanned incubators, ingents, classic venture capitalists andeven private equity players. And the lines between them had begun to blur. Venture capitalists were instrumental in introducing risk taking too many, members of theprofessional class. Innovation was the key, and idea flows equaled doer flows at a frantic pace never before seen.

2001 Onwards: The Reality Years:The number of people who had got in to venture capital game was truly impressive. In addition to the seasoned players, there were finance and noon finance professionals of different hues entering the industry and people with little or no experience running thecompanies. Venture capital community is finally recognizing that the evolution and business is an on-goingprocess. This added to the return of the business maturation cycle of five to seven years, portendsa less frenetic and more sustained pace of venture activity.

2.11 CONTRIBUTORS TO THE VENTURE FUND: Foreign Institutional Investors. All India Financial Institutions. Multilateral Dev Agencies. Other Banks. Other Public. Private Sector. Public Sector. Nationalized Banks. State Financial Institutions. Insurance Companies. Mutual Funds. Conclusion: The world is becoming increasingly competitive. Companies are required to be super efficient with respect to cost, productivity, labour efficiency, technical back up, flexibility to consumer demand, adaptability and foresightedness.There is an impending demand for highly cost effective, quality products and hence the need for right access to valuable human expertise to guide and monitor along with the necessary funds for financing the new projects.The Government of India in an attempt to bring the nation at par and above the developed nations has been promoting venturecapital financing to new, innovative concepts & ideas, liberalizing taxation norms providing tax incentives to venture firms, giving a Philip to the creation of local pools of capital and holding training sessions for the emerging VC investors.There are large sectors of the economy that are ripe for VC investors, like, I.T, Pharmacy, Manufacturing. Telecom, Retail franchises, food processing and many more. The nation awaits for the burgeoning VC business in India in spite of the existing shortcomings in the Indian infrastructure. Looking ahead for a bright future for India Inc.

VCFs are regulated by SEBI (Venture Capital Fund) Regulations, 2000Definitions:Venture capital fund means a fund established in the form of a trust or a company including a body corporate and registered under these regulation which(i) has a dedicated pool of capital;(ii) raised in a manner specified in the regulations; and(iii) invests in accordance with the regulations; [Section 2 (m)]Venture capital undertaking means a domestic company(i) whose shares are not listed on a recognized stock exchange in India;(ii) which is engaged in the business for providing services, production or manufacture of article or things or does not include such activities or sectors which are specified in the negative list by the Board with the approval of the Central Government by notification in the Official Gazette in this behalf.t-on-Study-of-Venture-Capital-in-India#RegistrationAny existing VC on the date of Regulations to make an application for registration within 3months from the date of RegulationsApplication to be made in Form A accompanies with non-refundable fee as prescribed in the Schedule in manner specified in Part BApplication fees- Rs. 100000Registration fees- Rs. 10,00,000

ELIGILBILITY CRITERIASCompany:-Main object as business of VC in MoA-prohibition to make invitation for public subscription-director/principal officer/employee not to be involved in any litigation in securities market-as the same will have a bearing on the applicant- director/principal officer/employee not being convicted of any offence-if it is a fit and proper person-To check the criterias specified in Schedule II of SEBI (Intermediaries) Regulations, 2008Trust:-the trust deed duly registered under the Registration Act, 1908-main object to carry on the business of VC-the directors of trustee company or its trustee not to be involved in any litigation in securities market-the directors of trustee company or its trustee not being convicted of any offence-if it is a fit and proper person-To check the criterias specified in Schedule II of SEBI (Intermediaries) Regulations, 2008Body Corporate:-set up or established under laws of Central or State Legislature-applicant permitted to carry on the business of VC-Same as in case of company/trustMinimum Investment in VCF [Reg 11]VCF raises money from investorsIndianForeignNon-ResidentsIn form of unitsDefined under Reg 2(l) as-unit means beneficial interest of the investors in the scheme or fund floated by trust or shares issued by a company including a body corporate;No VCF in form of company/trust to accept any investment below Rs. 5lacProviso applicable to employees/directors/principal officer of the VCF/fund manager/asset management companyEach fund set up by VCF to have firm commitment from the investors of atleast Rs. 5 crore before start up of operationsVCF- Trust vs CompanyTrust form is more tax advantageousHowever, securities that a Trust form can acquire are limited to equity securities under Indian Trust Act, thus venture capital trust firm investing in pref share can lose its tax benefit statusIt is easy to form and has minimal compliances requirement;Liquidation of the funds in case of company structure would be a long drawn process, whereas in case of a trust it would be simpler to dilute the trust;Distribution of the returns on maturity or at the end of the tenure of the fund will be simpler in case of trust form than in case of company structure;Repatriation of the capital in the event of losses would be difficult in company form of structure as company cannot redeem equity or preference shares unless out of profits or fresh issue of shares.In case of trust since there are beneficiaries it is hard to say who owns a Venture Capital Trust in case of Non-Resident beneficiariesFDI Policy for VCF in IndiaDomestic VCF set-up as a Trusta person resident outside India (non-resident entity/individual including an NRI) cannot invest in such domestic VCF under the automatic route of the FDI scheme and would be allowed subject to approval of the FIPB.Domestic VCF set up as a Companya person resident outside India (non-resident entity/individual including an NRI) can invest in such domestic VCF under the automatic route of FDI Scheme, subject tothe pricing guidelines,reporting requirements,mode of payment,minimum capitalization norms, etc.Offshore VCFs allowed to invest in domestic venture capital undertakings through automatic routes.A bit of TaxationPrior to Finance Act, 2007 registered VCFs enjoyed pass through status on income from all their investmentsFinance Act 2007 changed the definition of VCU under which benefit of pass through status is restricted to 9 sectors onlySection 10(23 FB) of the Income Tax Act, 1961Income earned by a domestic SEBI registered VCF (whether a trust or a company) from an investment in a venture capital undertaking is exempt from tax.Section 115U of the Income Tax ActSuch VCFs have been accorded a pass through status, i.e., the investors in the VCF are directly taxed on any income distributed by the VCFs as though the investors have made direct investments in the portfolio companies.Therefore they are only allocating the funds for which they receive management feesto avail this pass through status, the VCFs investments must be made in domestic companies whose shares are not listed on any recognized stock exchange in India

Table of Contents of Project Report: CHAPTER 1: PrefaceCHAPTER 2: Executive SummaryCHAPTER 3: Introduction3.1 What Is Venture Capital?3.2 Investment PhilosophyCHAPTER 4: Objectives of the StudyCHAPTER 5: Research MethodologyCHAPTER 6: Venture Capital in India6.1 A Brief History6.2 Venture Capital in IndiaCHAPTER 7: Constraints in Venture Capital in India7.1 Problems with Venture Capital in the Indian Context7.2 Venture Capital Financing ProcessCHAPTER 8: Classification of Venture CapitalCHAPTER 9: Findings & Analysis9.1 Indian Scenario - A Statistical Snapshot9.1.1 Contributors of Funds9.1.2 Methods of Financing9.1.3 Financing by Investment Stage9.1.4 Financing by Industry9.1.5 Financing by States9.2 Financing Options In General9.3 Structure of Venture Capital industry9.4 Corporate Venturing9.5 Generating A Deal Flow9.6 Due Diligence9.7 New Financing9.8 Inter-Company Transactions9.9 Investment Valuation9.10 Structuring A Deal9.11 Promoter Shares9.12 Handling Director's and Shareholder's Leans9.13 Monitoring and Follow Up9.14 Exit9.15 Accessing Venture CapitalCHAPTER 10: FindingsCHAPTER 11: Limitations of the StudyCHAPTER 12: Suggestions CHAPTER 13: ConclusionsCHAPTER 14: ANNEXURES14.1 SEBI Guidelines14.2 Venture Capitalist Addresses