How to register as a foreign venture capital investor in india

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  • 1. SECURITIES AND EXCHANGE BOARD OF INDIA INVESTMENT MANAGEMENT DEPARTMENT Division of Funds – Venture Capital----------------------------------------------------------------------------------------------------------HOW TO GET REGISTERED AS A FOREIGN VENTURE CAPITAL INVESTOR1. The Applicant is advised to go through the SEBI (Foreign Venture Capital Investors) Regulations, 2000 for checking the eligibility criteria (Reg 4) and such other information while submitting the application to SEBI. The application in Form A as specified in First Schedule to SEBI (Foreign Venture Capital Investors) Regulations, 2000 and other documents should be filed along with requisite fees (Application fees of US $ 2500) as prescribed under Second Schedule to the Regulations.2. The application in Form A along with other documents as enumerated below should be submitted in duplicate. One set of Application along with all the documents is forwarded by SEBI to Reserve Bank of India (RBI) for its approval from FEMA angle.Procedure to be Followed :3. The Applicant should follow the procedure given below so as to expedite the registration process. Normally, all replies are sent within 21working days from the date of getting each communication from the applicant during the process of registration. Thus, the total time period for registration depends on how fast the requirements are complied with by the applicant.4. The following are the main requirements under SEBI (Foreign Venture Capital Investors) Regulations, 2000: 1. While filling the Form A please ensure the following. a) Details about the sponsor/group to which the applicant belongs. In Form A under pt 3 (c), the applicant should disclose the details pertaining to the sponsor or the group to which it belongs. Also disclose the experience, approximate funds being managed by the sponsor/group, the registration particulars with any regulatory agency abroad, along with website details, if
  • 2. any, etc. b) Details about designated bank branch and Custodian. Please ensure that the applicant appoints a designated bank and a SEBI registered Custodian. Also enclose a copy of Letter from the Custodian in support of Reg. 8(b). c) Other Documents as prescribed in Form A: i. Copy of certificate of registration with home regulator; or ii. Copy of income tax return filed in the home country; or iii. Copy of bankers certificate fair track record of the applicant2. Apart from the above, the applicant has to submit the following documents/ details/declarations in support of registration. a) Contact Person details along with name, address, contact no. and email ID. b) Details of all the directors along with name, address, proof of identity, proof of address, contact no and email ID. c) Copy of Memorandum and Articles of Association/Constitution Document of the applicant. Please ensure that the main objects permit the applicant to carry on the activity of venture capital. d) Structure Diagram of the Applicant. e) State whether the applicant or any of its directors has not been refused a certificate by the SEBI Board. f) State whether the applicant is registered with SEBI or any other regulatory authority in any capacity in India or has filed for registration with SEBI in any other capacity. g) Write up on Directors/Key personnel of the FVCI. The write up should include the educational qualifications, the past experiences etc. h) Disclose the investment strategy as required under Regulation 11(a) of the SEBI (Foreign Venture Capital Investors) Regulations, 2000. The Investment strategy should disclose the sectors for investment and the approximate amount proposed to be invested in India along with the Life cycle of the Fund. i) Declaration that the foreign venture capital investor will not make investment in any area listed under Third Schedule to SEBI (Foreign Venture Capital
  • 3. Investors) Regulations, 2000. j) Declaration in respect of “Fit and Proper Person” criteria as per regulation 4 A of the SEBI (Foreign Venture Capital Investors) Regulation, 2000 and as specified under Schedule II of the Securities and Exchange Board of India (Intermediaries) Regulation, 2008. 5. Grant of Certificate of Registration Once all above requirements have been complied with including the Fit and Proper Person Regulations, 2004 and necessary approvals have been granted by RBI, SEBI will issue a letter stating the same and on payment of requisite fees (registration fees of US $ 20,000) as per Second Schedule to Regulations, SEBI will grant a certification of registration as a Foreign Venture Capital Investor.Please note the following:• Application (in 2 sets) which is incomplete or without the necessary documents/ information/declarations would not be accepted and they would be treated as not filed. However, an intimation to this effect will be addressed to the applicant within reasonable period of time.• Applications involving policy decisions or other considerations, might get delayed in processing and in getting registration approvals.• Documents/annexures submitted along with the application need to be numbered and duly signed.• In case of an Authorized signatory, please submit an authorization letter from the Directors of the Fund.• The application in Form A along with all the necessary information as enumerated above will be addressed to The DGM, Division of Funds-Venture Capital, Investment Management Department, and forwarded to our T&A Division, SEBI, Plot No. C4-A, “G’ Block, Bandra Kurla Complex, Bandra (East), Mumbai – 400051. Such applications will be submitted along with the demand draft of US $ 5000 towards application fees paid in favour of SEBI, Mumbai.
  • 4. FIRST SCHEDULE FORM A SECURITIES AND EXCHANGE BOARD OF INDIA (FOREIGN VENTURE CAPITAL INVESTORS) REGULATIONS, 2000 (REGULATION 3) APPLICATION FORM FOR GRANT OF CERTIFICATE OF REGISTRATION AS FOREIGN VENTURE CAPITAL INVESTOR WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA SECURITIES AND EXCHANGE BOARD OF INDIA Plot No. C4-A, “G’ BLOCK, BANDRA KURLA COMPLEX, BANDRA (EAST), MUMBAI – 400051 INDIA1. Name, address, telephone no., telex no. and fax no. of the applicant. In case the applicant has a representative office in India, the particulars may also be given for that office.2. Please indicate whether the applicant belongs to any one or more of the following categories: Pension Fund, Mutual Fund, Investment Trust, Investment company, Investment trust, Investment partnership, Asset Management Company, Investment manager, Investment Management Company, Endowment fund, University fund, Charitable institutions or any other investment vehicle incorporated and established outside India3. a) The date and place of incorporation of the applicant. (Details of statute under which incorporated). b) Brief description of the principal activities of the applicant and the year of commencement of such activities. c) Brief description of the group, if any, to which the applicant belongs.4. Whether any of the following documents are submitted? i. Copy of certificate of registration with home regulator; or ii. Copy of income tax return filed in the home country; or iii. Copy of bankers certificate fair track record of the applicant5. Please also state whether there has been any instance of violation or non-adherence to the securities laws, code of ethics/conduct, code of business rules, for which the applicant, or its parent/ holding company or affiliate may have been subjected to economic, or criminal liability or suspended from carrying out its operations, or the
  • 5. registration has been revoked, temporarily or permanently. If no, submit an undertaking.6. Please indicate the names of the clients on whose behalf you propose to invest in India.7. Please indicate the manner in which you propose to conduct your investments in India i.e. whether through an establishment in India or through any other office outside India. Please give details, and also the name of the contact person/compliance officer.8. Name and address of the designated bank branch in India through whom investment is proposed to be made.9. a) Name, address, telephone no., telex no., and fax no. of the domestic custodian. Please also present the background information on the custodian, including volume of business handled, organisational infrastructure and the number of investment companies for which the domestic custodian is acting, or has acted, as custodian. b) Particulars of the agreement entered into with the domestic custodian.We hereby agree and declare that the information supplied in the application, including theattachment sheets, is complete and true.AND we further agree that we will immediately notify the Securities and Exchange Board ofIndia of any change in the information provided in the application.We further agree that we shall comply with the provisions of the Act, and regulations issuedthereunder and all other relevant laws.We further agree that as a condition of grant of certificate of registration, we shall abide bysuch operational instructions/ directives as may be issued by Securities and ExchangeBoard of India under the provisions of the Act from time to time.For and on behalf of_____________________________________ (Name of the applicant)Authorised Signatory ___________________ ___________________ (Name) (Signature)Date:Place:
  • 6. Note:1. Securities and Exchange Board of India (SEBI) reserves the right to call for any furtherinformation from the applicant regarding his application.2. Applications, superscribed "Application for Registration of Foreign Venture CapitalInvestors ", should be submitted in duplicate, in sealed envelopes, at Securities andExchange Board of Indias office.Documents to be enclosed with the application:a. Documents to support registration or regulation by a Securities Commission and / or Self Regulatory Organisation, or any other appropriate regulatory/registering authority orb. Copy of income tax return filed in the home country; orc. Copy of bankers certificate for fair track record of the applicant 
  • 7. SMOOTH RIDE TOSMOOTH RIDE TO VENTURE CAPITALVENTURE CAPITAL How to Get VC Funding for Your BusinessPANKAJ SAHAI PANKAJ SAHAI
  • 8. How to Get VC Funding for Your Business SMOOTH RIDE TOHave you got a great business idea but not enough money to translate into a reality?Have you got a small ongoing venture that can grow truly big if only you had themoney? Is your venture at too early a stage such that banks won’t fund you? Inall such cases, you can grow your venture, create immense wealth and realise allyour entrepreneurial dreams by using venture capital to fund your business.This is the first comprehensive handbook of venture capital funding for Indianentrepreneurs. It deals with the whole gamut of issues related to the complex,multi-dimensional subject of venture capital in a simple and engaging manner.Using first person narrative, it explains lucidly all the concepts and intricacies VENTURE CAPITALof the venture capital raising process and guides the entrepreneur step-by-step,revealing the secrets of success at every stage of the process: How is venture capital different from other sources of financing? How does the VC make money by investing in my business? How should I create my business plan to present to the VC? How will the VC value my business? How should I negotiate with the VC? How can I protect my interests once a VC funds my business? What legal agreements will I have to sign with the VC? How and when will the VC exit from my business? Would I have to pay him to do so?This authoritative handbook is a must for ambitious entrepreneurs, businessmanagers, management consultants, business advisers and finance professionalsalike. PANKAJ SAHAI is a New Delhi based management consultant, entrepreneur PANKAJ SAHAI coach, mentor and adviser. He is the founder of VentureAhead.com, an entrepreneur support and coaching portal, an enabling marketplace for ventures in need of strategic capital and partners. Previously, he worked, in responsible positions in India and overseas, with multinationals like Price Waterhouse, Ernst & Young, Schlumberger and Citibank, before becomingpart of the core entrepreneurial team of shareholder-directors at IIS Infotech Ltd, a softwareservices start-up, which was subsequently sold to FI Group Plc. (now Steria–Xansa).Pankaj Sahai is a Chartered Accountant (India) and a Chartered Management Accountant(United Kingdom). Rs. 495 INVESTMENT www.visionbooksindia.com
  • 9. PANKAJ SAHAI is a management consultant, entrepreneurcoach, mentor and adviser. He is an entrepreneurial manage-ment professional possessing the repertoire of skills to start,grow and exit business ventures. He works through a networkof professional relationships, and uses his hands-on entrepre-neurial experience of start-ups, financial and legal expertise,abiding interest in HR and psychology, knowledge of venturemechanics and understanding of the sweat and tears of entre-preneurship, to provide professional advisory services to ven-tures at various stages of growth. Previously, he worked in responsible positions, in India andoverseas with multinationals like Price Waterhouse, Ernst &Young, Schlumberger and Citibank before moving into the en-trepreneurship domain by joining the core management team ofshareholder-directors at IIS Infotech Ltd., a software servicesstart-up which was subsequently sold to FI Group Plc (nowSteria-Xansa). After exiting, he founded VentureAhead.com, anentrepreneur support and coach portal, an enabling marketplacefor ventures in need of strategic capital and partners. He is alsothe founder of VentureFeedback.com, an online surveys andtests portal which enables small businesses and others to con-duct market and HR surveys and tests conveniently and eco-nomically. He is a Chartered Accountant (India) and a Chartered Man-agement Accountant (United Kingdom). Before earning hisprofessional qualifications, he did his schooling from St.Columba’s High School and then studied at Shri Ram Collegeof Commerce and obtained the Bachelor of Commerce (Hon’s.)degree from Delhi University. He lives in New Delhi. He maybe contacted at pankajsahai@gmail.com or +91 98110 21090.
  • 10. www.visionbooksindia.com DisclaimerThis book contains the author’s subjective opinion and views about thesubject matter under consideration. It is not intended to be a substitute forprofessional advice. The readers are advised to seek definitive professionaladvice suitable for their specific needs before acting on the views ex-pressed in this book. The author and publisher cannot be held responsiblefor any loss incurred as a result of specific investment or planning or otherdecisions made by the reader as a result of reliance placed on the viewsand opinions expressed in this book. ISBN 10: 81-7094-748-0 ISBN 13: 978-81-7094- 748-6 © Pankaj Sahai, 2010 ALL RIGHTS RESERVED. No part of this publication may be reproduced, stored in a retrieval system, or transmitted by any means, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of the publisher and the copyright holder. First Published in 2010 by Vision Books Pvt. Ltd. (Incorporating Orient Paperbacks and CARING Imprints) 24 Feroze Gandhi Road, Lajpat Nagar-III New Delhi-110024, India. Phone: (+91-11) 2983 6470 Fax: (+91-11) 2983 6490 e-mail: visionbk@vsnl.com Cover Design by hutchdesign.org Cover @ Vision Book Pvt. Ltd. Printed at Rashtra Rachna Printers C-88, Ganesh Nagar, Pandav Nagar Complex Delhi 110092, India.
  • 11. How to Get VC Funding for Your Business PANKAJ SAHAI
  • 12. This book is dedicated to my parents, Late B. M. Sahai, “the wise one” and Shakuntla Sahai, “the super mom”For teaching me by example to how to navigate life happily,carrying family and friends alongside.
  • 13. Contents 5 ContentsPreface 7 Ground ZeroVenture Capital Raising Plan 11 Part I How the Venture Capital Industry Works1. What is Venture Capital? 192. How the Venture Capital Industry Operates 273. How VCs Make Money 334. Are All VCs the Same? 425. The VC Investment Process 51 Part II Assessing Your Readiness for Venture Capital6. Do I Need Venture Capital? 597. Getting Over the Fear of the VC 648. To What Kind of Business do VCs Provide Money? 709. The Process of Raising Venture Capital 74 Part III Preparing Preparing for the VC10. Hiring Advisers 8311. Doing an Internal Review of Your Business 92 }
  • 14. 6 Smooth Ride to Venture Capital12. Doing a Growth Audit 10513. Determining the Strategic Direction of Your Business 11114. Building Your Board of Directors and Advisory Board 13015. Understanding Ownership, Dilution and Rounds of Financing 13916. Determining the Valuation of Your Business for VC Funding 15517. Creating Your Funding Plan 17118. Creating Your Business Plan 17519. Creating the Elevator Pitch and the VC Presentation 210 Part IV Negotiating and Structuring the Deal20. Selecting and Meeting the VC 21921. Preparing to Negotiate with the VC 22822. Negotiating the Term Sheet 23523. Managing the Due Diligence 26324. Closing the Deal 270 Part V Managing the VC Relationship25. Getting Along with the VC 27926. Exiting Profitably 291 Part Vi AppendicesAppendix 1: History of Venture Capital in the US 301Appendix 2: Venture Capital Industry in India 305Appendix 3: Corporate Venture Capital 310Appendix 4: Glossary of VC Terminology and Slang 314Appendix 5: Recommended Reading 330Index 334