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 ROLE OF CHARTERED ACCOUNTANS IN VENTURE CAPITAL AND ANGEL INVESTING FUNCTION Prepared By: Anuj Shah.

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Presentation on theme: " ROLE OF CHARTERED ACCOUNTANS IN VENTURE CAPITAL AND ANGEL INVESTING FUNCTION Prepared By: Anuj Shah."— Presentation transcript:

1  ROLE OF CHARTERED ACCOUNTANS IN VENTURE CAPITAL AND ANGEL INVESTING FUNCTION
Prepared By: Anuj Shah

2 Brief detail about Content of Presentation
Brief about PPT Brief detail about Content of Presentation Brief About Venture Capital Investment stages in Venture Capital Investment Process Under Venture Capital Finance Development of Venture Capital In India Drafting of Business Plan Drafting of Term Sheet Few Question Usually asked by VC or Investors Think Big, Think Fast, Ideas are no one’ Monopoly- Lt. Dhirbubhai Ambani

3 “Necessity is mother of Invention”
"if someone really needs to do something, they will find a way of doing it."

4 (Electronic and Communication Engineer)
Mr Farhad (Electronic and Communication Engineer) Has went to remote Place for his Project Work Could not able to get regular frequancy of mobile network Thus facing problem catering the clients Thus started thinking to solve the problem on his own "if someone really needs to do something, they will find a way of doing it."

5 After doing research for a long time
He found out a chip which can capture remote signal and thus can enhance mobile network connectivity This Just an idea For implementing this idea Mr Farhad needs to manufacture the chip For manufacturing chip he requires fund, which he don’t have "if someone really needs to do something, they will find a way of doing it."

6 So he approached Banker
Bankers has asked for past trend, credit record, collateral security, and Explanation w.r.t. Repayment of funds Mr Farhad Could not justify thus banker rejected the proposal Then he approch Mr Jain local Chartered Accountant Mr Jain Guided him to prepare business plan and project report "if someone really needs to do something, they will find a way of doing it."

7 ABC Venture Capital Fund shown interest to fund the venture
These papers were presented before Mr Thakkar and ABC Venture Capital Fund ABC Venture Capital Fund shown interest to fund the venture With condition of 60% equity and more than 50% directors on Board Mr Farhad Got money to manufacture and has sold chips to mobile companies Now Mr farhad’s Company is making profit and going for IPO where ABC Venture Capital Ltd will sale entire stake at 30 times of what they have invested "if someone really needs to do something, they will find a way of doing it."

8 What is Venture Capital
Venture capital is Capital/Money provided by investors to the boost up the Venture/ concept/idea of the entrepreneur which is a startup firms and small businesses with perceived long-term growth potential but not having any asset to get bank finance or not having past track record or having limited operating history to justify the venture revenue. High risk – High return IDEA PEOPLE MONEY Venture capiral – Capital/money which is invested by investor in the venture Which is Having a great concept/product But promotors/enterprenures are not having enough capital to invest in the same Where bakers don’t invest as they are not having any asset to mortgage -like snapdeal, housing.com, smeam- But don’t have asset to mortgage- fails to convence CGTMSE- Idea Peaople and money Think Big, Think Fast,- Ideas are no one’s Monopoly- Lt Dhirubhai Ambani STRARAGIC INVESTMENT

9 Role of Venture Capitalist
Venture Capitalists generally: Finance new and rapidly growing companies for longer time horizon Purchase equity/securities Assist in the development of new products or services Deploy professional for giving proper inputs to venture Add value to the company through active participation

10 What is Venture Capital
Venture capiral – Capital/money which is invested by investor in the venture Which is Having a great concept/product But promotors/enterprenures are not having enough capital to invest in the same Where bakers don’t invest as they are not having any asset to mortgage -like snapdeal, housing.com, smeam- But don’t have asset to mortgage- fails to convence CGTMSE- Think Big, Think Fast,- Ideas are no one’s Monopoly- Lt Dhirubhai Ambani

11 How Venture Capital Fund Functions
The SEBI has defined Venture Capital Fund in its Regulation 1996 as ‘a fund established in the form of a company or trust which raises money through loans, donations, issue of securities or units as the case may be and makes or proposes to make investments in accordance with the regulations’. You must be wondering why I am explaining this

12 What is Angle Investor Engel Investor are the investor who invest their own fund to the venture Usually Low amount of investment compared to VCF Usually do not prefers to be on the board May introduce to some VCs to dilute investment or expand business Very active on investment and working very hard for venture Expects high returns as they invest at the conception stage SUPER ANGELS

13 Benefits of VC to Entrepreneur
It injects long term equity finance which provides a solid capital base for future growth. The venture capitalist is a business partner, sharing both the risks and rewards. The venture capitalist is able to provide practical advice and assistance to the company based on past experience with other companies which were in similar situations The venture capitalist also has a network of contacts in many areas that can add value to the company.

14 Benefits of VC to Entrepreneur
The venture capitalist may be capable of providing additional rounds of funding should it be required to finance growth. They can help in defining proper marketing , operational and financial strategy for success of the company. Venture capitalists are experienced in the process of preparing a company for an initial public offering (IPO) of its shares onto the stock exchanges or overseas stock exchanges. They can also facilitate a trade sale.

15 Investment Stages

16 Investment stages 1. Seed Money:
Low level financing needed to prove a new idea. 2. Early stage investment/start up investment/Angel Investment: Idea needs to be developed into product and needs to be marketed to get commercial orders. 3. First-Round: Product and Marketing chain has establish but funds required for manufacturing of first commercial deal 4. Second-Round: Working capital for early stage companies that are selling product, but not yet turning a profit .

17 Investment stages 1. . Third-Round:
Also called Mezzanine financing, this is expansion money for a newly profitable company 6. Fourth-Round/mazzanine: Also called bridge financing, it is intended to finance the "going public" process

18 Period (Funds locked in years) Activity to be financed
Investment stages Financial Stage Period (Funds locked in years) Risk Perception Activity to be financed Seed Money 7-10 Extreme For supporting a concept or idea or R&D for product development Start Up 5-9 Very High Initializing operations or developing prototypes First Stage 3-7 High Start commercials production and marketing 1. Seed Money: Low level financing needed to prove a new idea. 2. Early stage investment/start up investment/Angel Investment: Idea needs to be developed into product and needs to be marketed to get commercial orders. To f 3. First-Round: Product and Marketing chain has establish but funds required for manufacturing of first commercial deal

19 Period (Funds locked in years) Activity to be financed
Investment stages Financial Stage Period (Funds locked in years) Risk Perception Activity to be financed Second Stage 3-5 Sufficiently high Expand market and growing working capital need Third Stage 1-3 Medium Market expansion, acquisition & product development for profit making company Fourth Stage/mazanine Low Facilitating public issue 1. Seed Money: Low level financing needed to prove a new idea. 2. Early stage investment/start up investment/Angel Investment: Idea needs to be developed into product and needs to be marketed to get commercial orders. To f 3. First-Round: Product and Marketing chain has establish but funds required for manufacturing of first commercial deal

20 Investment stages 1. Seed Money:
Low level financing needed to prove a new idea. 2. Early stage investment/start up investment/Angel Investment: Idea needs to be developed into product and needs to be marketed to get commercial orders. To f 3. First-Round: Product and Marketing chain has establish but funds required for manufacturing of first commercial deal Gestation Inception Prototype Roll out Growth Expansion Maturity Product Stage Idea Concept Launch Scaling up Diversification Continuous innovation Funding Stage Pre-seed Seed First stage Second stage Third stage,  Bridge financing Asset-based financing

21 VC Investment Process Pitching/Origination of Deal Screening
Due diligence (Evaluation) Deal structuring 1. Seed Money: Low level financing needed to prove a new idea. 2. Early stage investment/start up investment/Angel Investment: Idea needs to be developed into product and needs to be marketed to get commercial orders. To f 3. First-Round: Product and Marketing chain has establish but funds required for manufacturing of first commercial deal Post investment activity Exit plan

22 Opportunity introduction/ Pitching
To get the opportunity of getting funds the entrepreneur has to pitch/ approach the investor and introduce the concept/idea of the venture. He has to make a presentation with the team before the intended angels or VCs. Present business plan Concept/idea of Venture Executive summary Product Mile stones Cash flow Brief about management, production, finance, marketing strategy (only 5% business plans are read beyond executive summary, 10% passes initial screening, out of this 10% proposal goes for due diligence and funding)( success ration is 0.05%) Don’t get depressed if your idea is rejected at the time of pitching (keep exploring apportunitities) 1. Seed Money: Low level financing needed to prove a new idea. 2. Early stage investment/start up investment/Angel Investment: Idea needs to be developed into product and needs to be marketed to get commercial orders. To f 3. First-Round: Product and Marketing chain has establish but funds required for manufacturing of first commercial deal

23 Screening and due diligence
Who are the person behind the company? Founding Members, Key Management, Board members, Advisors What is the Vision of Company About Concept/ Product/ Technology based on which Entrepreneur will do business Competitiveness of Product/ services What is customer need and how the product is satisfying that need? Why your solution is better then the competitors? Or why people will approach for your product? Whether technology is having long term competitive advantage? Business Plan or marketing, operational plans are implementable? What is strategy to pitch the product into the market Through what channel or vertical will be used to sell the product Modalities to built momentum and building capacity to cater the momentum What is revenue model of the company? Pricing of Product- test affordability of product Financial Projection – Test achievable or not? (Cost as well as revenue) (break even) Assumptions driving financials – Test proper or not?

24 Mode of Venture Financing
The financing pattern of the deal is the most important element. Following are the various methods of venture financing: Issue of Shares Equity shares( Round – satisfaction of condition – additional funding) Preference shares- Convertible preference shares – Restriction Preference shares – Non Convertible, Redeemable, irredeemable preference shares Generally do not exceed 49% of total equity Overall control remains with entrepreneur Beneficail to both- For Entreprenure- No burden of payment of interest or other charges For VC- Can get High return for taking risk VC earns CG at the time of disposal of shares Conditional loan Payout to VC will start once conditions are satisfied Payment generally begins once firm started making sales or started making operating profits Roayalty charges / management fees once sales starts- 2 to 15% of sales High Interest rate post sales or other conditions satisfaction- 20 to 25% PA

25 Mode of Venture Financing
Debenture or Quasi Equity or Debt Instrument (fixed interest rate irrespective of operations of company) Secured debentures, Unsecured Debentures(Companies Act restriction post ) Convertible & Non convertible debentures- Debt equity swap Convertible-Debentures Redeemable at a Premium: Put Option- entitle to sell bond to issuer(buy back or sale to promoter) at premium after certain lock in period Participating debentures No interest at specified Lower Rate of interest when sales and profit generates High rate of interest at growth stage Quasi Equity- Is loan without interest or lower rate of interest with no condition attached to it

26 Mode of Venture Financing
Income note Combination between conventional loan and conditional loan To pay both interest and royalty but at comparatively lower rate Other Mode of finance Cumulative convertible preference shares( Restriction Companies act) Shares with differential voting right Equity shares, Preference shares, Debentures with call & put option Call Option to Holder- VC (Conversion by holder, buying additional shares or sale shares) and put options to entrepreneur (buy back at certain price, Early redemption with premium)

27 Post Investment activities-Monitoring
Appoint a person/ persons to Monitor- day to day activity Reporting and analyzing the progress that venture is doing Will examine whether venture is doing well if not then what should be the steps to be taken to come to the desired growth in the company Hire skilled manpower or professionals to Suggest operational and stratagic decisions for the success of the venture Renegotiate the term if requried with the enterprenure Infuse further equity if required Make decision for exit

28 Time of exit from the firm’s capital is almost never predetermined, but depends on the development of the company. In successful cases, divestments take place when the company has reached the level of expected development and the value of the company. Initial public offer(IPOs) Trade sale- Sale of stake to strategic or financial investors Promoters buy back   Pre-determined price or independent valuation of shares as on the date of buyback Acquisition by another company (M&A)

29 DEVELPOMENT OF VENTURE CAPITAL IN INDIA

30 Venture Capital Funds in India
In early 70's when Govt of India appointed a committee laid by Late Shri R. S.Bhatt to find out the ways to meet financing for funding start-up companies based on absolutely new innovative technologies. Such companies either did not get any financial support or the funding was inadequate which resulted into their early mortality. The committee recommended starting of Venture Capital industry in India. In mid 80's three all India financial institutions viz IDBI, ICICI, IFCI started investing into the equity of small technological companies.

31 Venture Capital Funds in India
In Nov 1988, Govt of India decided to institutionalize Venture Capital Industry and announce guidelines in the parliament. Controller of Capital issues(CCI) implemented these guidelines known as CCI for VC. These guidelines were very restrictive and following a very narrow definition of VC. They required Venture Capital to be invested in companies based on innovative technologies started by first generation entrepreneur. This made VC investment highly risky and unattractive. Nonetheless many private initiatives were taken. At the same time World Bank selected 6 institutions to start VC investment in India. This included TDICICI (ICICI), GVFL, Canbank Venture Capital Fund, APIDC, RCTC (now known as IFCI Venture Capital Funds Ltd.) and ILF (now known as Pathfinder).

32 Venture Capital Funds in India
In 1995, Govt of India permitted Foreign Finance companies to make investments in India and many foreign VC private equity firms entered India. In 1996, government announced guidelines to regulate the VC industry. Though there were many shortcomings these guidelines were the starting point. In 1997, IT boom in India made VC industry more significant. Due to symbiotic relationship between VC and IT industry, VC got more prominence as a major source of funding for the rapidly growing IT industry. Indian VC's which were so far investing in all the sectors changed their focus to IT and telecom industry. The recession during took the wind out of VC industry. Most of the VC either closed down or wound-up their operations. Almost all of them changed their focus to existing successful firms for their growth and expansion. VC firms also got engaged into funding buyouts, privatisation and restructuring. Post recession 2011 onward online retail boom has made the sector once again hot. Flipkart, snapdeal, Ola, Hosing.com is example of the same.

33 Venture Capital Funds in India
VCFs in India can be categorized into following five groups: 1) Those promoted by the Central Government controlled development finance institutions. For example: - ICICI Venture Funds Ltd. - IFCI Venture Capital Funds Ltd (IVCF) - SIDBI Venture Capital Ltd (SVCL) 2) Those promoted by State Government controlled development finance institutions. For example: - Punjab Infotech Venture Fund - Gujarat Venture Finance Ltd (GVFL) - Kerala Venture Capital Fund Pvt Ltd.

34 Venture Capital Funds in India
3) Those promoted by public banks. For example: - Canbank Venture Capital Fund - SBI Capital Market Ltd ( now into PE) 4)Those promoted by private sector companies. - IL&FS Trust Company Ltd - Aditya Birla Venture Capital 5)Those established as an overseas venture capital fund. -Sequoia Capital - Blume Ventures - Helion Venture Partners - Accel Partners - Nexus Venture Partners

35 Brief about some VC firms and funds managed by them
SIDBI VENTURE AS MAINLY FOUR FUNDS WHICH ARE OPERATING TODAY Samridhi Fund (SF)  Focus on Environment, Social and Governance matters. Corpus: 450 crore Target sectors is MSME Water & Sanitation, Affordable Healthcare ,Agriculture &Allied services Clean Energy, Financial Inclusion (Includeing MFI’s), Education ,Skill Building, etc. In the area of 8 defined states India Opportunities Fund (IOF) IOF is a sector agnostic fund focused mainly on growth capital needs of India’s growing and unlisted MSMEs operating in emerging sectors such as light engineering, clean-tech, agro- based industries, logistics, infrastructure, educational services, IT/ITES etc. IOF will also invest in early as well as late stage companies selectively. 

36 Sidbi VC fund details SME Growth Fund Object is same as mentioned in Indian Opportunity fund-fucused on SME-High growth business. Initial Corpus : 500 Cr But all investments are freesed and now looking to the divestment. However opportunities will be raised once portfolio will be divested and reinvested in new businesses/ventures. National Venture Fund For Software and IT Industry (NFSIT) SIDBI has contributed 500 million.,Ministry of Information Technology, Government of India 300 million. And 200 million by IDBI. launched in 1999 by Shri Atal Behari Vajpayee The fund is almost fully divested.

37 IFCI VC Fund Green India Venture Fund
IFCI VENTURE AS MAINLY FOUR FUNDS WHICH ARE OPERATING TODAY Green India Venture Fund India Enterprise Development Fund Venture Capital Fund For Scheduled Caste India Automotive Components Manufacturers Fund

38 Rajastan Venture Capital Fund
RAJASTHAN VENTURE CAPITAL FUND (RVCF) a professionally managed and privately held company supported by 15 investors including Rajasthan State Industrial Development and Investment Corporation (RIICO) and Small Industries Development Bank of India (SIDBI) as lead investors. RVCF FUND-1 (MADE EXIT IN 9 OUT OF 10 INVESTMENTS) RVCF II SME Tech Fund ( INVESTMENTS ARE GETTING MATURED) PLANNING TO LAUNCH NEW FUND WHICH IS HAVING CORPUS OF 150 CRORE Investing for growth capital for new and existing non listed companies in the Information Technology, Bio-Technology, Retail, Auto, Agri-Tech, Health Care, Tourism, Entertainment, Logistics, Packaging and other Technology driven projects.  Also invest in second round

39 Recent Development On 23rd Jan mint reported that - Telegana Govt begun constuction of Technology Incubator for start up in the capital Hydrabad - Planning to invest in the infrastructure for start up – 200 crores sq ft construction with hi tech infrastructure - also tied up with IIIT-H and Nalsar univercity to IPR and other training - Planning to create fund of 600 cores with other VC funds Revolution has been started- Other state will also launch the same scheme later on

40 VC deals 2014 Sequoia Capital – 25 deals in 2014
Most active amongst all VC Sequoia invested in firms like: In the tech space Fashionandyou, Zomato, Olacabs, Knowlarity, Capillary, ZoomCar, Druva Software, Octro, Tinyowl, Grofers and Akosha in the tech space. In the non-tech field it backed names like Koye Pharma and Indigo Paints part-exited from local business classifieds firm JustDial. It scored over 30x on its original investment in 2009.

41 VC deals 2014 Blume Ventures - 19 deals Size of investment is relatively smaller compared to other fund The companies it invested last year include TaxiForSure, VoxPopClothing, Zopper, HashCube, Instamojo, Railyatri and Covacsis. Other follow-on investments Exit in Spunk Media Pvt Ltd sold to San Fransisco-based mobile payments company Boku

42 VC deals 2014 Helion Venture Partners – 19 deals Very aggressive in the year 2014 The companies it invested last year include TaxiForSure, Housing, Yepme, BigBasket, Indiahomes, Pubmatic and Jivox In Non Tach Industry Shubham Housing Finance, ID Fresh Foods and Dentys (A dental chain ).

43 Role of Chartered Accountant
Chartered Accountant can provide their services in following areas Act as mediator for angel financing function/ VC – Help in coming to the amicable deal for benefit of both the parties Helps in preparation of Business Plan Cash Flow forcast Giving financial presentation and explaining revenue model at the time of pitching the proposal before VC and Engle Investors Suggesting suitable structure for finance in accordance with prevailing law in India( FEMA, SEBI, Company Law etc) Negotiation with VC – for valuation Drafting of term sheet For VC- they can do Due diligence and valuation

44 Preparation of Business Plan
Business plan is the most important document which VC or Angel investor will focus thus care should be taken at the time of drafting of business plan. Chartered Accountant has major role in defining and preparing business plan on behalf of the client. What should be there in the business Plan? - Those conceret information about the venture based on what the investor will invest in the venture. - Should answer WHAT, WHY AND HOW of investors - Each and every information is important and can generate discussion further

45 Preparation of Business Plan
Cover Sheet Executive Summary Table of Contents Statement of Purpose Company History/ Details about Venture Business Description Products and Services

46 Preparation of Business Plan
Market Analysis Customers Competition Marketing Strategy Management Operations Financial Plan Appendices

47 Preparation of Business Plan
Cover Page Identity information The words “Business Plan” business name Company logo Address Telephone number Fax Number Address Web Address (URL) Submission date Purpose Should look attractive First impression is the last impression

48 Preparation of Business Plan
Executive Summary Most important part of Business Plan 30-second test Concise explanation Venture objectives Market prospects Financial forecasts Sources and uses SHOULD BE WRITTEN LAST TO AVOID MISMATCH

49 Preparation of Business Plan
Table of Contents Include page numbers List of headings Major Subsections Same font!

50 Preparation of Business Plan
Statement of Purpose The business plan’s objectives - purpose of taking fund or approaching VC DESCRIBE WHAT VENTURE WHANTS TO CREATE AND HOW THE FUNDS WILL BE UTILISED TO ATTAIN THE PURPOSE Should outline purpose of financing arrangement requested How much fund is actually needed How the fund will be utilized What asset will be generated in the Venture How investment will be beneficial to business What returns are expected out of it Tenure for which company will be under growth phase How financing will be structured

51 Preparation of Business Plan
Company History Basic product currently dealing into Names of principals and brief background on each Legalities: business type, Venture legal format Company location Number of employees as on date Probable or existing Customer highlights Your niche and unique qualities/ technology which will drive growth Strategic alliances ( for product or services or technology)

52 Preparation of Business Plan
Business Description Mission Statement – Operational and financial Basic product or service description (present and future) New, takeover, expansion, franchise General strategy plan to drive business Business Modal Planned strategic alliances Company milestones as on date and after 3 years (business formation, opening date, hiring employees, launching product, begin Operation ,Achieving revenue levels/ growth)

53 Preparation of Business Plan
Products and Services Detailed description of products or services Current stage of development of product: in-process, prototypes, samples Patents or trademarks, legal contracts, licensing agreements, regulations, certifications Uniqueness - How product is different then other product Competitive advantage of product “The Brochure Section”- Attahchment

54 Preparation of Business Plan
Market Analysis Industry analysis Customers: individual, business entity Competition Marketing Strategy Cite Sources from where information is taken or trend details is taken Industry Analysis Industry in India- information, trends Local industry information, trends Social, economic, legal, technological issues in Industry Justify Opportunity for the product

55 Preparation of Business Plan
Market Analysis Customer Analysis Individual customer demographics Location, age, gender, occupation Ethnic group, lifestyle, education, income Business customer demographics Sector, location, structure Sales level, distribution classification, number of employees

56 Preparation of Business Plan
Market Analysis Competition Who are the competitors – If you say no competition then be ready for grilling Why your company/product/services are superior Similar and dissimilar SWOT (strengths, weaknesses, opportunities, threats) Advertising- as a tool to reduce competition- Eye on the future ( Currently no competitor, but can be competitor at future date) Competitive grid and explanation (Pricing comparison, product comparison, customer comparison)

57 Preparation of Business Plan
Market Analysis Marketing Strategy How Venture will Obtain a good share of the entire marketplace Product: sellable aspects (uniqueness, Age factor, Location factor, brand image, Utility) Pricing: Initial phase low pricing- creation of habit- then increase Placement – timing – right market Promotion – Mouth publicity- paper- media- Internet- road show- event

58 Preparation of Business Plan
Market Analysis Marketing Strategy How Venture will Obtain a good share of the entire marketplace Product: sellable aspects (uniqueness, Age factor, Location factor, brand image, Utility) Pricing: Initial phase low pricing- creation of habit- then increase Placement – timing – right market Promotion – Mouth publicity- paper- media- Internet- road show- event

59 Preparation of Business Plan
Management Job descriptions of the decision makers “I do everything!”- Never tell the same Compensation, benefits – ESOPS- Dilution of Equity Contribution and background as leverage to perform Advisory board

60 Preparation of Business Plan
Production/ Operations Location of Plant or Operational store or website Facilities needs for Production – Water, electricity, server, security system etc. Space planning for operation considering further expansion Manpower needed for Production or sub contracting (Stagewise) Logistics arrangement Environmental and other issues Licenses availed and to be applied for doing business Purchasing policy, quality control program, inventory control system, production cost breakdown

61 Preparation of Business Plan
Financial Plan Should define initial start up cost What is Cost Post start up and when the funds are required Estimate of capital expenses with supporting Estimate of working capital requirement under the phase manner Fund Required at what point of time Way of funding- Equity, debt or Income note or Subsidy or Govt. Grant Factoring way of funding and it’s cost during working out estimated financial pojection Expected Cash flow Break Even years ROI working

62 Preparation of Business Plan
Appendices Supplemental materials Resumes of management team Past financials if available Interim income statement and balance sheet Copies of potential contracts Financial Projections Brochure of the product Prototype description details Details about technology with more specification Schedule of implementation Letters of reference

63 Preparation of Business Plan
Appendices Supplemental materials Resumes of management team Past financials if available Interim income statement and balance sheet Copies of potential contracts Financial Projections Brochure of the product Prototype description details Details about technology with more specification Schedule of implementation Letters of reference

64 Summary planning

65 Term Sheet Term sheet plays important role in venture capital finance
Term sheet is a major document which describes broader terms and conditions which are finalised at the end of negotiation Term sheet can be called as MOU or Letter of Intent Term should not be non binding to creat relevence TS gives clarity of terms and operation and intention of both Formal Agreements executed post term sheet depending up on method of funding ( for equity- share holders agreement, share purchase agreement etc ) Should keep it confidencial before formal agreement executed

66 Term Sheet Points to be considered while drafting term sheet
Purpose of term sheet Amount and Type of Investment Amount of Investment Amount of investment based on period Amount of investment based on condition Type of security issue against investment Equity shares – should classify class of shares if differential voting rights are given Preference shares Share warrant Debenture Or combination of above Security mechanisms- Guarantee, pledge of shares mortgage of asset Milestones- on whose achiement VC will fund further or right to call and put excercises

67 Term Sheet Investors rights
Conversion Right – for mandatory conversion –trigger of event descr. Anti dilution Right- Clause is added to secure that company will not issue new shares at price lower then price at which share issued to investors. If issuing at discount then current investor should be approached first. Redemption/ Repurchase Right- Term sheet should indicate at what time redemption or repurchase can be exercise. Right upon Liquidation and dividend Right of voting and Board representation- differential voting right- 1 share holder has 2 vote in AGM- event when differential voting right will be effective? Right of first refusal/co-sale- Right to acquire new shares Right to get information

68 Term Sheet Other General Points to be covered
Right of IPR- who will hold in case venture not materialised Non Competition agreement Agreement for taking over employees Representation and Warranties Default- whether grace period should allow or not ? Consequences of default Conditions to closing – conditions to be fulfilled before closing final agreement ( like statutory approval, financial audit, due- diligence report by expert , pre clinical report in Parma company etc) Signature and parties

69 Thank You


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