FMR Project
FMR Project
ABSTRACT
Venture capital funding and private equity investment in India are increasing rapidly, allowing
non-quoted companies to attract both domestic and non-domestic venture capitalists. This rapid
growth in the Indian market has increased the importance of venture capital in the financial
markets. In order to analyse the effects of such growth on Indian markets, the authors’ attempted
to write this research paper, which is divided into three parts: the first part of the paper proposes
the research question with a brief statement of the problem and then proves the same with the
hypothesis. The second section discusses the risks that venture capitalists frequently face, as well
as the measures that can be taken to control or mitigate such risks. The third section of this paper
discusses the statutory framework of the VCF and PEI in India, followed by an analysis of
current legal challenges. At last, the authors’ will be concluded this research paper with
recommendations for furthering the research.
1.1. Introduction
Often used together, Private Equity (PE) and Venture Capital (VC) are different concepts
pertaining to infusion of capital through equity purchase by investors. Thought to be similar
concepts, PE and VC differ from each other in their basics.
In India, IFCO was the first institution to initiate the idea of Venture Capital when it established
the Risk Capital Foundation in 1975. It provided the seed capital to all small and risky projects.
However, the concept of Venture Capital got its recognition for the first time in the budget for
the year 1986-87.
Venture Capital(VC), on the other hand, are funds invested by investors or companies at start-up
businesses or businesses that are at an early stage, where the enterprise is still unsettled and the
investment, in turn, entails a degree of risk, in exchange for equity or an ownership stake. VC
investments generally aim to make investments in ideas and innovations, with the potential for
growth. Venture capitalists take risk of investing in start-up companies, with the hope that they
will earn significant returns when the company becomes a success. VC investments provide
- Equity
- participating debentures
- conditional loan.
So, Venture capital (VC) refers to a firm that invest in start-ups or small companies that have the
potential to become billion-dollar businesses. There are many unique characteristics of venture
capital, including that the firms gather investors, known as Limited Partners (LPs), and collect
the capital raised into a collective fund. This fund is then dispersed amongst a diverse range of
early-stage companies chosen by the firm’s leadership, which use that capital to grow. The LPs
enjoy a share of the profits from the portfolio companies proportional to their own investment.
Early-growth companies largely depend on venture capital firms for financing.
Whereas India is a developed country, the role of various sectors and their growth has greatly
increased, as has innovation, capital, and funding raising technology. Because the market has
progressed from one stage to the next, it is expected to provide people with a relaxed and free
market. In contrast to this situation, the authors of this paper have attempted to analyse such
2) To analyse and understand Risk associated with Private Equity and its Management.
4) To analyse and put forth an overview of Regulatory framework governing Venture Capital
and Private Equity.
Private equity funds are considered "alternative" investing opportunities compared to buying
stocks or real estate properties and other assets that have long-term growth potential. Some major
types are discussed as follows:
A leveraged buyout fund strategy combines investment funds with borrowed money. The
purpose of the fund is to buy companies and make them profitable. By combining the borrowed
money with the investor's money, the fund manager has more capital to buy larger companies. In
these types of deals, companies are either purchased outright or the buying company takes a
majority stake in the business to control its strategies and direction.
It's called leveraged buyout because the buying company leverages creditors' and investors'
money to afford larger buyouts. In return, the larger buyouts could mean larger returns for
investors if the strategies pay off.
Venture capital is a subset of private equity. Venture capital is a form of private equity and
financing that deals with funding early-stage startups and new businesses.
Unlike leveraged buyout funds, venture capital funds generally take a minority stake. This leaves
the control of the business in the hands of company management. In a way, venture capital
investing is a riskier strategy because the companies are new and have no track record of making
money.
Venture capital firms generally create and manage this type of funding. The investment typically
comes from well-off investors, investment banks, angel investors, and other financial
institutions. Sometimes, investors don't always contribute money. Offers of technical or
managerial expertise are also accepted.
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https://ivca.in/wp-content/uploads/2021/03/bain_report_india_venture_capital_2021.pdf
Growth capital invests in mature companies looking to grow their business by entering new
markets or buying other companies. This type of funding still allows investors to make high
returns but with medium risk.
4) Fund of Funds:
A private equity fund of funds raises capital from investors but doesn't invest in private
companies or assets. Instead, it acts as an investor and buys into a portfolio of other private
equity funds. For example, a fund of funds firm will invest in a real estate private equity firm, a
venture capital company, or a leveraged buyout fund. Professional investors manage the fund
and charge a management fee.
With this type of fund, investors achieve the benefit of diversification. It also provides access to
funds individual investors might not otherwise have been able to invest in. Since fund of funds
moves in all private equity circles, it also affords its investors entry to niche funds that offer
higher returns. Generally, fund of funds investors are pension funds, accredited investors,
endowments, and high-net-worth individuals.
5) Mezzanine Capital:
The mezzanine floor of a building is halfway between one floor and another. Hence, this type of
fund is aptly named because mezzanine capital is halfway between debt financing and raising
equity capital. Companies typically use it to raise funds for specific projects.
Mezzanine capital is issued to investors in the form of preferred stocks or subordinated notes. A
subordinated note is an unsecured debt security that earns higher interest rates. In the order of
who gets paid first, it sits above preferred and common stock but below creditors. This type of
private equity is a hybrid form of financing that aims to earn a higher rate of return than debt and
carry a lower risk than equity financing.
Funding risk, also known as default risk in the private equity sector, is the risk that an investor
may be unable to meet their capital obligations to a private equity fund according to the terms of
their agreement. Funding risk is linked to liquidity risk because when investors run out of funds
or face a funding shortfall, they may be forced to sell illiquid assets to meet their obligations.
How can funding risk be measured and which solutions are possible?
Funding risk can be measured through a “funding test” or through cash flow models which take
extreme cases into account. The funding test places the undrawn commitments in relation to the
resources available for commitments. Alternatively, a cash flow model provides the investor with
a simulation of the expected capital calls and distributions in the future. It is very important that
extreme scenarios are also considered in which capital calls are much higher than distributions
and, hence, large amounts of outside capital are necessary.
Investors can reduce the risk by assessing their future commitment plan with cash flow
simulations and cautious planning. Investors who have limited external capital available or large
allocations to illiquid assets should be more cautious on the over-commitment and self-funding
strategy. However, when deciding on such a strategy, investors should be aware of possible
extreme scenarios and how much cash would be necessary and how this could be obtained from
other sources. A strategic plan for these extreme cases as well as the portfolio construction plan
is the key element.
2) Liquidity Risk:
Liquidity Risk is the risk that an investor is unable to redeem their investment at the time of their
choosing. PE investors are ‘locked-in’ for between five and ten years, or more, and are unable to
redeem their committed capital on request during that period. Additionally, given the lack of an
active market for the underlying investments, it is difficult to estimate when the investment can
be realized and at what valuation. Consequently, liquidity risk may also be regarded as the risk
that an investor wants to sell their private equity investment (in the form of a fund commitment)
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How can liquidity risk be measured and which solutions are possible?
Liquidity risk in private equity is difficult to measure. While the secondary market can be very
active in a normal market environment and during boom phases, this level of activity is far from
what one would see in even the most illiquid of listed markets. Moreover, the secondary market
was shut down during the financial crisis in 2009 with very low trading volumes. As such, the
liquidity risk for investors in private equity seems to be high due to inefficient secondary
markets.
3) Market Risk:
There are many forms of market risk affecting PE investments, such as broad equity market
exposure, geographical/sector exposure, foreign exchange, commodity prices, and interest rates.
Unlike in public markets where prices fluctuate constantly and are marked-to-market, PE
investments are subject to infrequent valuations and are typically valued quarterly and with some
element of subjectivity inherent in the assessment. However, the market prices of publicly listed
equities at the time of sale of a portfolio company will ultimately impact realization value.
Market risk as the quarterly change of the net asset value is a short-term risk measure and,
therefore, also depends on the short-term movement of public and FX risks. As such, if the
portfolio is largely diversified over various geographies, markets and industries, this volatility
can be minimized.
4) Capital Risk:
Closely related to market risk is capital risk for the investor. Capital risk for the investor is
defined as the probability of losing capital with a private equity portfolio over its entire lifetime.
There are two main ways that capital risk brings itself to bear - through the failure of underlying
companies within the PE portfolio and suppressed equity prices which make exits less attractive.
The former is impacted by the quality of the fund manager, i.e., their ability to select portfolio
companies with good growth prospects and to create value, hence why fund manager selection is
key for investors. The condition, method, and timing of the exit are all factors that can affect how
value can be created for investors.
Studies have shown that, over the long-term, internal factors are critical when building a
successful private equity portfolio. Investors are able to minimize their capital risk significantly
when diversifying over a large number of funds in many geographies, industries, and over many
years and with different fund managers. In general, the best results have been achieved when
funds have equal weighting with the same investment strategy. Apart from investing in direct
funds, doing so in co-investments and secondary funds further increases diversification.
The process of raising funds has many parallels to the capital-raising process for startup
companies; general partners of the venture capital company develop an investment strategy,
compelling story and a pitch deck, which are then presented to targeted institutional investors for
the purpose of raising capital. The fund-raising process can last as long as 18 months, depending
Most venture capital funds have a fund-raising process that includes two different fund closings:
the first close and final close. The process of first close typically occurs when approximately 40-
70 percent of the total size of the fund has been committed by investors. In terms of risk
management, the first close is a crucial milestone that greatly reduces the risk of failure. Even if
the fund does not reach the target amount and conduct the final close, in most cases it will
continue operating and investing with the capital it has raised in the first close. As the size of the
fund grows, so do the risks related to the capital-raise process. The different stages of
investment, seed, early and growth, require different amounts of capital and provide varying risk
return profiles. Typically, late-stage and growth-stage funds raise more capital than funds that
focus on seed-stage and early-stage investments, but that does not necessarily mean that late-
stage and growth-stage funds are exposed to higher fund-raising failure risk compared to seed-
stage and early-stage funds. Funds that target late-stage and growth-stage investments are most
often started by venture capital companies with strong track records and experienced general
partners, which, as previously stated, significantly reduce the risk of unsuccessful capital raise.
When a venture capital company has conducted the first close of a new fund, it shifts to an
investment period and commences the investment process. The investment period typically lasts
from three years to five years, during which the venture capital fund actively seeks to make
investments according to its investment strategy and generate target returns.
The majority of risks inherent in the investment period and investment process can be divided
into two distinct categories:
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Specific risks are risks that affect a venture capital company indirectly through its portfolio
companies.
- Agency risk:
Agency risk can be described as the degree of uncertainty that a portfolio company’s founders
will withhold relevant information from investors and pursue their own interests instead of
complying with the terms of the investment agreement. It emerges when the interaction between
founders and investors includes high amounts of investment uncertainty, behavioral incentive
problems, information asymmetry and difficulty to monitor the actions and motivations of the
founders.
The risks in both of these categories are mostly driven by incomplete information and the future
uncertainty of innumerable external factors. The amount and potential impact of portfolio
company specific risks and agency risks emerging during the investment period are strongly
correlated to a venture capital
The stage of the investment is another important factor in the investment process. The risks
involved with a venture capital company's investing process are usually directly proportional to
the venture's stage of development. Early-stage enterprises, which have not yet developed a
marketable product or service, are more uncertain and riskier than second-stage or late-stage
companies, which have established business strategies and are profitable. In most cases, as a
company proceeds through these stages, agency risks and unique hazards surrounding the
organization begin to lessen.
The final stage of a venture capital company’s operational cycle is a process that includes
liquidating the fund’s remaining investments, calculating the fund’s total return on investment
and returning the remaining capital, deducted by the venture capital company’s cut, to the fund’s
limited partners and finally dissolving the fund. The liquidation stage of a venture capital fund
commences when the fund’s investment term comes to an end, typically after ten to twelve years
from the fund’s initial call of capital. Unless the fund’s limited partners agree to extend the term
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The two primary investment liquidation options for venture capital companies, often called
investment exits, are acquisition and initial public offering. Liquidation through acquisition
occurs when a portfolio company, or majority of its ownership, is sold to another company.
When the transaction is completed the portfolio company ceases to exist in a legal meaning and
becomes part of the acquirer’s organization. The other main option for liquidating an ownership
stake in a portfolio company is to conduct an initial public offering. Through this process a
privately-held portfolio company initiates a public offering in which shares of the company are
sold on a public stock exchange to institutional and retail investors. After the initial public
offering has been completed, shares of the portfolio company are freely traded on the open
market and the previously privately-held company has transformed into a public company.
other alternative liquidation methods for a venture capital company include selling the shares
owned by its fund on secondary markets, entrepreneur buying back the shares from the fund,
venture capital company forcing the portfolio company to repurchase the shares by exercising
redemption rights and the portfolio company filing for bankruptcy in order for the venture capital
fund to write off the investment. These alternative liquidation strategies are rarely used by
venture capital companies to monetize a profitable investment; rather, they are used to dispose of
unsuccessful investments.
the liquidation process of venture capital portfolio investments inherently involves several
significant risks that are related to agency issues, market conditions, timing of liquidation and
method of liquidation. As with agency risk during the investment period and investment term,
differing objectives between a venture capital investor and an entrepreneur regarding the timing
and method of liquidation can lead to an agency conflict between the two parties. These agency
conflicts are likely to create additional barriers that may hinder or prevent optimal exit for the
venture capital company.
For both shareholders and entrepreneurs, the initial public offering is widely recognised as the
most successful and profitable means of liquidation method. An initial public offering, out of all
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A lock-up period or lock-in period is another significant risk factor for venture capital companies
and other investors who have made their investment before the initial public offering. As a result,
the owners subject to the lock-up period are exposed to changes in business and market
conditions and to the risk of decline in share price, which, if occurred, results in a reduced
internal rate of return for the pre-initial public offering investors.
While the returns on venture capital funds can be lucrative, there is a significant amount of risk
involved in each investment. Most startups fail and can result in substantial losses to the fund –
potentially, a total loss. The earlier the investment stage, the more risk is involved, as less
mature, unproven businesses or technologies are more prone to failure.
Diversification is the major key to managing the overall risk of venture capital investments.
Rather than concentrate on one or two investments, venture capital firms often invest in multiple
businesses to spread their risk.
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Reg. 2(b)4 “Alternative Investment Fund” means any fund established or incorporated in India in
the form of a trust or a company or a limited liability partnership or a body corporate which
i. Is a privately pooled investment vehicle which collects funds from investors, whether
Indian or foreign, for investing it in accordance with a defined investment policy for the
benefit of its investors; and
ii. Is not covered under the Securities and Exchange Board of India (Mutual Funds)
Regulations, 1996, Securities and Exchange Board of India (Collective Investment
Schemes) Regulations, 1999 or any other regulations of the Board to regulate fund
management activities
To channel the various incentives, the AIF regulation was given a unified structure. However,
this incentive can only be channeled if the VCF is given the option to invest in more units and
diversify their funds, thereby hedging their risk and exposure in the market.
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SEBI (Venture Capital Funds) Regulations, 1996 repealed by SEBI (AIF) Regulations, 2012.
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SEBI (AIF) Regulations, 2012- A comprehensive regulatory framework providing a unified structure for regulating
privately pooled funds and AIFs
4
SEBI (AIF) Regulations, 2012, available at https://www.sebi.gov.in/legal/regulations/jun-2018/, <accessed on
27.04.22.
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The AIF Regulations, as mentioned previously were introduced with the goal of effectively
channeling incentives and defining a single code. The AIF Regulations define different
categories of funds for this purpose, with the intent of distinguishing the investment criteria and
relevant regulatory concessions that may be granted to them.
The following is a summary of the various categories of AIFs, as well as the investment
conditions and restrictions applicable to each category:
Category I AIF- Category I AIFs are funds with strategies to invest in start-up or early stage ventures,
social ventures, SMEs, infrastructure, or other sectors or areas deemed socially or economically desirable
by the government or regulators. Like venture capital.
Category II AIF- Category II AIFs are funds that are neither Category I AIFs nor Category III AIFs.
Other than to meet day-to-day operational requirements and as permitted by the AIF Regulations, these
funds do not engage in leverage or borrowing. Like Private equity or debt fund
5
Reg 13, of SEBI (AIF) Regulation, 2012.
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Reg 16, of SEBI (AIF) Regulation, 2012.
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i. The tenure provided to category I and II AIFs is relatively short. This category primarily
deals with venture capital funding and private equity investment. The nature of this
transaction is such that there is a possibility that the fund will take time to grow in order to
provide adequate RRR to investors while making the investment.
ii. Another issue with these regulations is that the predetermined percentage of the investable
fund is a short of restriction on investors' rights to diversify and compare all possible
measures to hedge the risk while making investment.
iii. SEBI should eliminate predetermined limits on investable funds and replace them with a
calculation of investable funds based on market prices. The amendment will ensure high
growth from the standpoint of both venture capitalists and investors. Venture capital and
private equity are regarded as the primary sources of long-term capital. If implemented, these
reforms will help to accelerate the flow of domestic and offshore long-term capital to AIFs,
which will then be invested in Indian start-ups and growth companies across a wide range of
sectors critical to the Indian economy's development.
iv. Given India's size and the rapid growth of startups, more VCPE funds must be established
where high-caliber VCFs can provide funding and add value to aspiring entrepreneurs. To
alleviate such hardship and to attract larger investors, the minimum investment value of Rs. 1
Crore8 will be eliminated. While AIFs have the ability to provide complex and differentiated
investment strategies to investors, they do have some drawbacks. AIFs are clearly out of
reach for most retail investors due to a high Rs. 1cr minimum investment.
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Investee Company could be any SPV, LLP or body corporate in which AIF makes an investment.
8
Reg. 10(c) of SEBI (AIF) Regulation, 2012.
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Statue:
Reports
i. SEBI (AIPAC), The Alternative Investment Policy Advisory Committee, 2nd Report, 55-155
(2016), available at https://www.sebi.gov.in/sebi_data/attachdocs/1480591844782.pdf.
E-Book
i. ICSI, Executive Programme; Capital Market & Securities Laws, 206-220, (2017)
Articles
i. Nishith Desai Associates, Fund structuring & operations, 01, 15-26 (2017).
ii. Sabitha Godasu, A Study on Challenges in Venture Capital Investment in India, 6 SSRG-
IJEMS, 219, 221-223 (2019).
iii. G. Sabarinathan, Venture Capital and Private Equity Investing in India – An Exploratory
Study, IIMB NO. 542 (2017)
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