Following topics are covered under Frequently Asked Questions:-

1. What is Venture Capital ?
2. What are the advantages of Venture Capital ?
3. How Does the Professional Venture Capital Industry Work ?
4. What do VC look in an entrepreneur ?
5. What does a Venture Capital look for ?
6. What does the Investment Process entail ?
7. How should one select the Venture Capitalist Investor ?
8. What are essential areas to be covered in your business plan ?
9. What Do You Need to Grow ?
10. Knowing Whether to Sell or not ?

What is Venture Capital?

Venture capital is a means of financing fast-growing private companies. Finance may be required for the startup, development/expansion or purchase of a company via a mechanism such as in a management buyout. Growing businesses always require capital. There are a number of different ways to fund growth. These include the owner's own capital, arranging debt finance or seeking an equity partner, as is the case with venture capital.

With venture capital, the venture capitalist acquires an agreed proportion of the equity of the company in return for the requisite funding. Equity finance offers the significant advantage of having no interest charges. It is patient capital that seeks a return through long-term capital gain rather than immediate and regular interest payments.

Venture capital investors are exposed, therefore, to the risk of the company failing. As a result the venture capitalist must look to invest in companies that have the ability to grow very successfully and give higher-than-average returns to compensate for the risk.

When venture capitalists invest in a business they become part-owners and typically require a seat on the company's board of directors. They tend to take a minority share in the company and usually do not take day-to-day control. Rather, professional venture capitalists act as mentors and aim to provide support and advice on a range of management and technical issues to assist the company to develop its full potential.

Surveys in the US consistently rate the management support as the most important contribution of a venture capital firm. There are many sources of capital, but only a venture capitalist can provide experienced management input gained by helping many other companies successfully conquer the inevitable problems and growing pains.

2. What are the advantages of Venture Capital ?

Venture capital has a number of advantages over other forms of finance, such as :

• Finance - The venture capitalist injects long-term equity finance, which provides a solid capital base for future growth. The venture capitalist may also be capable of providing additional rounds of funding should it be required to finance growth.
• Business Partner - The venture capitalist is a business partner, sharing the risks and rewards. Venture capitalists are rewarded by business success and the capital gain.
• Mentoring - The venture capitalist is able to provide strategic, operational and financial advice to the company based on past experience with other companies in similar situations.
• Alliances - The venture capitalist also has a network of contacts in many areas that can add value to the company, such as in recruiting key personnel, providing contacts in international markets, introductions to strategic partners and, if needed, co-investments with other venture capital firms when additional rounds of financing are required.
• Facilitation of Exit - The venture capitalist is experienced in the process of preparing a company for an initial public offering (IPO) and facilitating in trade sales.

3. How Does the Professional Venture Capital Industry Work?

Venture capital firms typically source most of their funding from large investment institutions such as superannuation funds and banks. These institutions invest in a venture capital fund for a period of up to ten years. To compensate for the long-term commitment and lack of security and liquidity, investment institutions expect to receive very high returns on their investment. Therefore, venture capitalists invest in companies with high growth potential or in companies which have the ability to quickly repay a high level of debt - as in the case of a leveraged management buyout.

Venture capitalists typically exit the investment through the company listing on the stock exchange, selling to a trade buyer or through a management buyout. Although the venture capitalist may receive some return through dividends, their primary return on investment comes from capital gain when they eventually sell their shares in the company, typically three to seven years after the investment.

Venture capitalists are therefore in the business of promoting growth in the companies they invest in and managing the associated risk to protect and enhance their investors' capital.

4. What do VC's look in an entrepreneur ?

'(Venture capital) certainly isn't about quick trading profits in the stock market. At its best, it is about helping entrepreneurs grow really great companies.'Bill Ferris Executive Chairman, Castle Harlan Australian Mezzanine Partners Here's what member funds are likely to look for when they talk to entrepreneurs with fresh idea :

• strong, motivated management teams
• clear strategies
• large but carefully defined target markets
• proven abilities to outperform the competition
• innovation

5. What does a VC look for?

Venture capitalists are higher risk investors and, in accepting these higher risks, they desire a higher return on their investment. The venture capitalist manages the risk/reward ratio by only investing in businesses that fit their investment criteria and after having completed extensive due diligence.

Venture capitalists have differing operating approaches. These differences may relate to the location of the business, the size of the investment, the stage of the company, industry specialization, structure of the investment and involvement of the venture capitalists in the company's activities. The entrepreneur should not be discouraged if one venture capitalist does not wish to proceed with an investment in the company. The rejection may not be a reflection of the quality of the business, but rather a matter of the business not fitting with the venture capitalist's particular investment criteria. Venture capital is not suitable for all businesses, as a venture capitalist typically seeks :

Superior Businesses

Venture capitalists look for companies with superior products or services targeted at fast-growing or untapped markets with a defensible strategic position. Alternatively, for leveraged management buyouts, they are seeking companies with high borrowing capacity, stability of earnings and an ability to generate surplus cash to quickly repay debt.

Quality and Depth of Management

Venture capitalists must be confident that the firm has the quality and depth in the management team to achieve its aspirations. Venture capitalists seldom seek managerial control; rather, they want to add value to the investment where they have particular skills including fundraising, mergers and acquisitions, international marketing and networks.

Corporate Governance and Structure

In many ways the introduction of a venture capitalist is preparatory to a public listing. The venture capitalist will want to ensure that the investee company has the willingness to adopt modern corporate governance standards, such as non-executive directors, including a representative of the venture capitalist. Venture capitalists are put off by complex corporate structures without a clear ownership and where personal and business assets are merged.

Appropriate Investment Structure

As well as the requirement of being an attractive business opportunity, the venture capitalist will also be seeking to structure a satisfactory deal to produce the anticipated financial returns to investors.

An Exit Plan

Lastly, venture capitalists look for clear exit routes for their investment such as public listing or a third-party acquisition of the investee company.

6. What does the Investment Process entail ?

The investment process begins with the venture capitalist conducting an initial review of the proposal to determine if it fits with the firm's investment criteria. If so, a meeting will be arranged with the entrepreneur/management team to discuss the business plan.

Preliminary Screening

The initial meeting provides an opportunity for the venture capitalist to meet the entrepreneur and key members of the management team to review the business plan and conduct initial due diligence on the project. It is an important time for the management team to demonstrate their understanding of their business and ability to achieve the strategies outlined in the plan. The venture capitalist will look carefully at the team's skills and backgrounds.

Negotiating Investment

This involves an agreement between the venture capitalist and management of the terms of the memorandum of understanding. The venture capitalist will then study the viability of the market to estimate its potential. Often they use market forecasts that have been independently prepared by industry experts who specialize in estimating the size and growth rates of markets and market segments.

The venture capitalist also studies the industry carefully to obtain information about competitors, entry barriers, the potential to exploit substantial niches, product life cycles, distribution channels and possible export potential. The due diligence continues with reports from accountants and other consultants.

Approvals and Investment Completed

The process involves exhaustive due diligence and disclosure of all relevant business information. Final terms can then be negotiated and an investment proposal submitted to the board of directors. If approved, legal documents are prepared.

A shareholders' agreement is prepared containing the rights and obligations of each party. This could include, for example, veto rights by the investor on remuneration and loans to executives, acquisition or sale of assets, audit, listing of the company, rights of co-sale and warranties relating to the accuracy of information enclosed.

The investment process can take up to three months, and sometimes longer. It is important, therefore, not to expect a speedy response. It is advisable to plan the business financial needs early on to allow appropriate time to secure the required funding.

What are the various Legal Terms used while drafting an Agreement ?

It is likely that a shareholders' agreement would be prepared containing the rights and obligations of each party. This could include :

• Amount and terms of investment.
• Dividend policy.
• Composition of the board of directors.
• Reporting - management reports, monthly accounts, annual budgets.
• Liquidity (exit) plans.
• Rights of CO-sale
• Warranties.
• Matters requiring venture capitalist approval (such as auditors, employment contracts, major asset purchases, major debt obligations and significant variations of plans).

7. How should one select the Venture Capitalist Investor ?

Before selecting a venture capitalist, the entrepreneur should study the particular investment preferences set down by the venture capital firm. Often venture capitalists have preferences for particular stages of investment, amount of investment, industry sectors and geographical location. Once a short list of potential venture capitalists has been drawn up, it is often a good idea to contact the venture capital firm and request a copy of their publications, which will clarify the type of investments they favor.An investment in an unlisted company has a long-term horizon, typically four to six years. It is important to select venture capitalists with whom it is possible to have a good working relationship.

Often businesses do not meet their cash flow forecasts and require additional funds, so an investor's ability to invest further funds if required is also important. Finally, when choosing a venture capitalist, the entrepreneur should consider not just the amount and terms of investment, but also the additional value that the venture capitalist can bring to the company. These skills may include industry knowledge, fundraising, financial and strategic planning, recruitment of key personnel, mergers and acquisitions, and access to international markets and technology.

8. What are essential areas to be covered in your business plan?

I. Executive Summary

This is the most important section and is often best written last. It summarises your business plan and is placed at the front of the document. It is vital to give this summary significant thought and time, as it may well determine the amount of consideration the venture capital investor will give to your detailed proposal.

It should be clearly written and powerfully persuasive, yet balance "sales talk" with realism in order to be convincing. It should be limited to no more than two pages and include the key elements of the business plan.

II. Background on the company

Provide a summary of the fundamental nature of the company and its activities, a brief history of the company and an outline of the company's objectives.

III. The product or service

• Explain the company's product or service in plain English. This is especially important if the product or service is technically orientated. A non-specialist must be able to understand the plan.
• Emphasis the product, or service's competitive edge or unique selling point.
• Describe the stage of development of the product's or service (seed, early stage, expansion)
• If relevant, explain what legal protection you have on the product, such as patents obtained, pending or required. Assess the impact of legal protection on the marketability of the product.

IV. Market analysis

• You need to convince the venture capital firm that there is a real commercial opportunity for the business and its products and services. Offer the reader a combination of clear description and analysis, including a realistic "SWOT" (strengths, weaknesses, opportunities and threats) analysis.
• Define your market and explain in what industry sector your company operates. What is the size of the whole market? What are the prospects for this market? How developed is the market as a whole, ie. developing, growing, mature, declining?
• How does your company fit within this market? Who are your competitors? For what proportion of the market do they account? What is their strategic positioning? What are their strengths and weaknesses? What are the barriers to new entrants?
• Describe the distribution channels. Who are your customers? Comment on the price sensitivity of the market.
• Explain the historic problems faced by the business and its products or services in the market. Have these problems been overcome, and if so, how? Address the current issues, concerns and risks affecting your business and the industry in which it operates. What are your projections for the company and the market? Assess future potential problems and how they will be tackled, minimized or avoided.

V. Marketing

Having defined the relevant market and its opportunities, it is necessary to address how the prospective business will exploit these opportunities.

• Outline your sales and distribution strategy. What is your planned sales force? What are your strategies for different markets? What distribution channels are you planning to use and how do these compare with your competitors'? Identify overseas market access issues and how these will be resolved.
• What is your pricing strategy? How does this compare with your competitors'?
• What are your advertising, public relations and promotion plans?

VI. Business operations

Explain how your business operates :

• Explain how you make the products or provide the service, first in brief and then in more detail. What are the sources of raw materials? Who are your suppliers?
• What are the labour requirements? What is the company's approach to industrial relations?
• Outline your company's approach to research and development.

VII. The management team

Demonstrate that the company has the quality of management to be able to turn the business plan into reality.

• The senior management team ideally should be experienced in complementary areas, such as management strategy, finance and marketing, and their roles should be specified. The special abilities each member brings to the venture should be explained. A concise curriculum vitae should be included for each team member, highlighting the individual's previous track record in running, or being involved with, successful businesses.
• Identify the current and potential skills gaps and explain how you aim to fill them. Venture capital firms will sometimes assist in locating experienced managers where an important post is unfilled, provided they are convinced about the other aspects of your plan.
• Explain your controls, performance measures and remuneration for management, employees and others.
• List your auditors and other advisers.
• Include organization chart.

VIII. Financial projections

Consider using an external accountant to verify and act as "devil's advocate" for this part of the plan.

• Realistically assess sales, costs (fixed and variable), cash flow and working capital. Produce a pro-forma profit and loss statement and balance sheet. Ensure these are easy to update and adjust. Assess your present and prospective future margins in detail, bearing in mind the potential impact of competition.
• Explain the research undertaken to support these assumptions.
• Demonstrate the company's growth prospects over, for example, a three to five year period.
• What is the value attributed to the company's net tangible assets?
• What is the level of gearing (i.e. debt to shareholders' funds ratio)? How much debt is secured on what assets and what is the current value of those assets?
• What are the costs associated with the business? Remember to split sales costs (e.g. communications to potential and current customers) and marketing costs (e.g. research into potential sales areas). What are the sale prices or fee charging structures?
• What are your budgets for each area of your company's activities? What are you doing to ensure that you and your management keep within these or improve on these budgets?
• Present different scenarios for the financial projections of sales, costs and cash flow for the short and long term.
• Ask "what if?" questions to ensure that key factors and their impact on the financings required are carefully and realistically assessed. For example, what if sales decline by 20 per cent, or supplier costs increase by 30 per cent, or both? How does this affect the profit and cash flow projections?
• Keep the plan feasible. Avoid being overly optimistic. Highlight challenges and show how they will be met.
• Relevant historical financial performance should also be presented. The company's historical achievements can help give meaning, context and credibility to future projections.

IX. Amount and use of finance required and exit opportunities

• State how much finance is required by your business and from what sources (i.e. management, venture capital, banks and others) and explain the purpose for which it will be applied. Outline the capital structure and ownership before and after financing.
• Consider how the venture capital investors will exit the investment and make a return. Possible exit strategies for the investors may include floating the company on a stock exchange or selling the company to a trade buyer.

9. What Do You Need to Grow?

'The way to wealth, if you desire it, is as plain as the way to market. It depends chiefly on two words: industry and frugality - that is, waste neither time nor money, but make the best use of both.'

Benjamin Franklin

You might already have a strong company with a history of steady growth. Or you might be a startup with ideas but no track record. Whatever your background, you may find yourself with the prospect of rapid growth - but also the risk that your opportunities may outweigh your current resources. Now you must choose how to manage your growth without endangering your company. Because either you grow, or someone else takes your business from you.

You need a solid financial strategy. Before now, you have probably been using the support of a bank or other financial partner to achieve your initial goals. But this might only give you short-term support, which comes with the added restriction of interest payments that drag on your cash flow.

Serious growth will require additional capital that you can rely upon over the long term. This equity finance or venture capital could give your company a stable capital structure to be able to act upon your business plans. By finding a new source of finance, you can limit your dependence on a bank and gain more flexibility. Choosing the right venture capital partner could give you the freedom to achieve your goals

10. Knowing Whether to Sell or not ?

'These opportunities are like the thickness of a hair. They are barely definable. Throughout life there are moments like this when crucial decisions are made or missed.'

Frank Lowy
Chairman, Westfield Holdings

As soon as you start, you need to have some idea of where you would like to finish. That is what venture capitalists mean when they talk about 'exit strategies' - the plans you put in place to turn your company into an asset. You might decide to sell your company in a trade sale to a competitor or a complementary partner. Or you might set your sights on an initial public offering on the share market. In either case, you put a financial value on your company and can finally receive a monetary reward for your hard work. Some venture capitalists say it's unhealthy for entrepreneurs to focus too early on their exit strategy. After all, the most important thing is to create real value. Sooner or later, though, you and your investors will come to a point where it makes sense to consider going to the share market or selling part or all of your company to another player.

The chances are that your company will not be a candidate for the share market. Only a small proportion of startup companies ever go public. The overwhelming majority of successful companies realize their value through some form of trade sale, merger or strategic alliance.

If you reach the stage where you consider selling your business, you need to be prepared. This will be the most important financial transaction of your life. It needs careful work to build the relationship that can lead to a successful sale.

Deciding the terms

One of the most common problems at this stage of the business could be your fear of losing control. Remember, though, that you decide the terms of any deal.

You can decide, for instance, to sell on terms that leave you to run the company. Most merger and acquisition agreements involve 'earn-out' agreements under which some of a company's owners have to stay with their company after they sell.

If you choose, you may remain in control of your company's day-to-day operations. If you are worried about the acquirer moving your office or reducing your staff, you should consider ways to maintain your say in the business.

You never know who may be a likely buyer for your company. Chances are that the first company to approach you probably won't be the eventual buyer. One merger specialist, the Corum Group of the US, puts it this way: 'In roughly 75 per cent of cases, in a professionally managed merger process, there is almost always someone willing to pay more and give you a better structure.'

When it comes time to consider an exit, remember that a successful deal is the result of a careful process to find the best possible partner on the best possible terms. This is a process that you must control. If you take the right approach, you will create significant wealth.

Source : Indian Venture Capital Association