Professional Documents
Culture Documents
4.1
www.sidbiventure.co.in.
162
the National Stock Exchange of India Limited and its ADRs on the New York
Stock Exchange (NYSE).
History
163
164
relationships built up over five decades, entry into new business segments, higher
market share in various business segments, particularly fee-based services, and
access to the vast talent pool of ICICI and its subsidiaries. In October 2001, the
Boards of Directors of ICICI and ICICI Bank approved the merger of ICICI and
two of its wholly-owned retail finance subsidiaries, ICICI Personal Finance
Services Limited and ICICI Capital Services Limited, with ICICI Bank. The
merger was approved by shareholders of ICICI and ICICI Bank in January 2002,
by the High Court of Gujarat at Ahmadabad in March 2002, and the High Court of
Judicature at Mumbai and the Reserve Bank of India in April 2002. Consequent
to the merger, the ICICI groups financing and banking operations, both
wholesale and retail, have been integrated in a single entity.
165
Financial year 2002-03 was a landmark year for ICICI Venture. ICICI
venture raised the largest Indian Private Equity Fund and also engineered
effective exists and enhanced the value of its existing portfolio. ICICI Venture
Funds launched four new domestic funds whereas six existing funds under
management were either liquidated or were in the process of liquidation. The
most significant achievement of ICICI Venture was the successful first closing of
the Rs.750 billion India Advantage Fund launched this year.
ICICI Venture is one of the largest and most successful private equity firms
in India with funds under management in excess of USD 2 billion. Its investment
focus areas span across private equity, buyouts, real estate and mezzanine
financing. It has several firsts to its credit in the Indian Private Equity industry.
ICICI Venture, over the years has built an enviable portfolio of companies across
sectors including pharmaceuticals, information technology, media, manufacturing,
logistics, textiles, real estates etc., thereby building sustainable value.
166
Investment Strategy
Deal Sourcing
Deal Evaluation
ICICI Venture engages in a rigorous and disciplined decision-making
process prior to making an investment. When considering a potential transaction,
ICICI Venture conducts a timely and thorough due diligence investigation. The
skills of the ICICI Venture investment professionals are important to the due
diligence process, as they are able to determine the optimal structure and
financing methods for a particular transaction, as well as negotiate favorable
acquisition terms. ICICI Venture has an in-house risk, legal and compliance team
which provides transactionary support
enhance the response time.
167
Investment Decision
The Investment
Committee may, if considered necessary, ask for further analysis, additional due
diligence or any other clarifications. The final decision is based on a majority
vote in the Investment Committee.
Post-Investment Process
168
Exit Strategy
ICICI Venture seeks to achieve a timely and appropriate exit to return cash
and profits for its investors. Such exit strategies may include;
Selling off the stake to strategic investors.
Initial public offering in India or overseas.
Sale to any other private equity fund or venture capital fund
Secondary sale on stock markets
Merger with an existing listed company
Management / Company buy-backs.
The holding period of each investment is generally between 3 to 5 years.
This however depends upon the stage of investment and the performance of the
sector and the company.
169
170
countries and of the World Bank. These endeavors ultimately culminated in the
founding of the Corporation.
Unlike the IDBI, the IFCI and the SFCs, which were set-up as governmentowned institutions, the ICICI was organized as a wholly- owned private
institution. In fact, it was one of the development banks which the World Bank
had sponsored in a number of under developed countries. The ownership of the
Corporation was entirely in private hands; but some safeguards were built into the
structure of the corporation against the taking cognizance of enormous risks
involved in project lending the Corporation has always been endeavoring to
formulate appropriate policies to minimize the risk and maintain a high level of
profitability. The appraisal techniques have constantly been improved taking into
account the lessons from previous failures.
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172
Reflecting its strategy of limiting its exposure in very large projects the
corporation has made it a policy to assist primarily medium-sized projects. It has
also laid down prudential exposure limits for individual companies and companies
under the same management groups. The corporation has decided to set its
exposure limit in any individual company and business group below the ceiling
stipulated by RBI of 25 per cent and 50 per cent, respectively, ICICI also ensures
that its exposure in specific industries is restricted to 15 per cent of the credit risk.
Right from its inception the corporation adopted the policy of offering
range of product and services which are in great demand. Earlier, it decided to
provide foreign currency loans and underwriting facilities to private sector
enterprises because of non-availability of these facilities. Subsequently, it
diversified its business into rupee loans to cater to the growing demands from the
industry sector. After sometimes, the Corporation decided to render financial
services including leasing and merchant banking.
173
Further, it has been the policy of the corporation to build up its investment
portfolio through direct subscription, underwriting and exercise of conversion
option.
In 1992-93 the Corporation added two new schemes to its activities. These
include Agricultural Commercialization and Enterprise (ACE) project and Trade
in Environmental Services and Technologies (TEST) programme. The ACE
programme has been formulated to specifically address the critical areas of
174
175
ICICI has, of late, adopted variable interest rate policy offering its select
customer a variable rate of interest. The variable interest rate is charged on the
basis of a certain percentage over the corporation advance rate. The ICICIs
advance rate is determined with reference to an anchor rate derived from a
combination of the let-off yield of the 364 days treasury-bill, the minimum
lending rate for institutions and cost of borrowing through 364 days certificate of
deposits and rated bonds.
176
The Corporation has adopted the policy of lending to its borrowers for
seven to eight years maturity while it used to borrow funds with 15 to 20 years
maturity, thus maintaining a favorable maturity match between its assets and
liability structure. Since 1985, ICICI has raised funds from the market on
medium- term maturities, thus lowering the maturity of incremental debt.
Like the IFCI, the ICICI grants loans with or without security. The
Corporation insists upon a legal mortgage of all the fixed assets. It also accepts a
charge on the moveables, subject to hypothecation in favor of the lone
companys banks for securing cash credit and overdraft facilities for working
capital. Regarding the margin requirements, the ICICI generally seeks a margin of
50 per cent, which may be relaxed for capital intensive projects, like those in
fertilizer and aluminum industries.
177
For this purpose, the Corporation has planned a comprehensive exercise in this
regard.
178
entire equity capital for their organization, and were not known in the market. The
ICICI continues to regard this as one of its functions. in its bid to counter the
problems if entrepreneurs in procuring funds from different services, the
corporation has, of late, started merchant banking activities, and has a separate
division to attend to this work. Through this Division, the corporation renders
expertise services to companies in respect of financial matters and help them to
raise funds from the market.
179
During 1987-88, the Merchant Banking Division explored new ideas like
assisting clients in floating overseas mutual fund and developing a package for
financing infrastructure facilities. The division also continued its active role in
developing suitable packages for undertaking rehabilitation and capital
restructuring proposals as well as for take over and merger bids.
For the first time in 1988-89 the Merchant Banking Division commenced
advisory services on foreign currency management and resources, overseas
company floatation and management/organizational restructuring. It also played a
key role in collaborating with other institutions for setting up the over-thecounter
market which has already started operating.
180
Investors Services
During 1993-94 the ICICI has started formally providing Project Advisory
Services (PAS) to assist the creation of better projects and improve the business
environment the Division provides assistance to the corporate sector in the preinvestment stages on government policies and procedures, feasibility studies
search for joint venture partners and entry strategies. In addition, it provides
assistance to central and state governments on policy related issues in specific
sectors.
During 1994-95, the Division intensified its business in the power and
telecommunications sectors and initiatives have been taken for suggesting
improvements in the export capability, restructuring and opening up of the
automotive, electronics and mining sectors, respectively.
181
Technology Development
ICICI has given highest priority to technology up gradation in Indian
Industry through indigenous effort. It has sought to assist industry in this area
182
As on March 31, 1993 total assistance of Rs.32 crores has been approved
under PACT for 41 projects. Cumulative assistance under PACER amounted to
Rs.21 crores. Under TSSP, ICICI has rendered aggregate assistance to Rs.43
crores to 23 projects.
ICICI launched its venture capital scheme in 1987. Under the Scheme,
long-term financial assistance is extended to projects involving development
and/or commercialization of new technologies, for which entrepreneurs, due to
inherent high risks, may not be able to raise funds through conventional lending
mechanisms. The assistance is provided in the form of participation in share
capital, conditional loans and normal loans.
183
The bank has been set up as a 100 per cent subsidiary. With the
enhancement of value to shareholders equity as one of its prime objectives.
184
Financing operations
In 2011 the country's largest private sector lender, ICICI Bank has set up a
USD 100 million (about Rs. 460 crores) dedicated venture capital fund for small
and medium enterprises (SMEs) and mid-market companies.
The merger would be through offering 25 shares of ICICI for every 118
shares of BOR. Following the merger, the total business of ICICI Bank will cross
Rs. 4 lakhs crores and its branch network will increase by 25 per cent. BOR has
185
463 branches and amalgamation would push up the number of ICICI Bank
branches to about 2,500.
4.2
PROFILE OF
PRACTICES88
IFCI
AND
OPERATIONAL
POLICES
AND
Profile of IFCI
IFCI Venture Capital Funds Ltd was originally set up by IFCI as a society
by the name of Risk Capital Foundation (RCF) in 1975 to provide institutional
support to first generation professionals and technocrats setting up their own
ventures in the medium scale sector, under the Risk Capital Scheme. In 1988,
RCF was converted into a company.
88
www.sidbiventure.co.in.
186
Mission
To act as catalyst in enlarging entrepreneurial base by funding/facilitating
funding to ventures involving innovative product/process/technology with entry
barriers and aiming to maximize wealth of stake holders.
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indigenous technology for new processes, products, market or services. Over the
years, IVCF acquired expertise and experience of investing in technology-oriented
and innovative projects. Since its inception, it has provided finance to over 350
ventures and supported commercialization of over 50 new technologies. It has
pioneered effort for widening entrepreneurial base in the country and catalyzed
the introduction of venture capital activity in India.
IFCI Venture Capital Funds Limited (IVCF) has launched three new funds
in emerging sectors of the economy namely:
(i)
(ii)
(iii)
Green India Venture Fund (GIVF), a venture capital fund set up with a
target corpus of Euro 50 million (approx. Rs.330 crores) with the
objective to invest in commercially viable Clean Development
Mechanism (CDM), energy efficient and other commercially viable
189
190
Thus, at present any limited company in the public, joint or private sectors
or a co-operative society incorporated and registered in India which is engaged or
proposes to engage itself in the manufacture, preservation or processing of goods
191
Functions
IFCIs role extends to the entire industrial spectrum performing varieties of
activities such as project financing, equipment financing, equipment leasing,
promotional, merchant banking and nodal agency.
192
In its promotional role assumed since 1970, the thrust of the IFCIs
endeavor is on providing supportive measures to improve the productivity of
human as well as material resources and to accelerate the process of
industrialization in its multi-faced form.
193
leasing and/or hire-purchase business for at least three accounting years and have
a satisfactory track record of performance and sound financial position, IFCI
introduced from the 1st November 1987, a scheme of Financing Leasing and Hire
Purchase concerns. The scheme envisages grant of financial assistance, either in
the form of a line of credit, or loans simplicities, or discounting of notes drawn
against lease rentals.
194
Operational Policies
A special feature of the IFCIs policies has been that they are tailored to the
growing needs of the country and are integrated with the objectives of the
countrys Five Year Plans and the national policies, more particularly in the
field of industry, enunciated by the government from time to time. Therefore that
IFCI, in its operations, has been guided by the industrial policy statements and
priorities laid down by the Central Government. As the government reviews these
priorities from time to time, it helps the IFCI, as also other participating financial
institutions, to make use of their services and scarce resources in those vital
sectors of industry where they are needed most. The Corporation is supposed to
act on business principles. At the same time, however, it has to keep in view the
interests of industry, commerce ad the general public. Furthermore, it pays due
attention to the need for the dispersal of industry, the industrial development of
relatively less developed areas of the country, and the growth of industries in the
co-operative sector.
The Corporation has laid down the following policies with respect to the
sanction, disbursement and recovery of assistance rendered by it.
195
The Corporations policy is to cater to the needs of medium and large sized
projects, either singly or jointly with other all India financial institutions like the
IDBI, the ICICI, the UTI, the LIC and the GIC. Where the assistance required is
in the nature of rupee loans only, the IFCI ordinarily entertains applications from
those eligible industrial concerns whose project cost is more than Rs.2 crores.
Projects costing over Rs.2 crores may be considered by the IFCI independently,
for these do not require, on the basis of the existing practice, a prior reference to
an inter-institutional forum. IN case it feels that the financial participation of some
other institution in a project costing Rs.2 crores to Rs.3 crores will be desirable,
the IFCI arranges such participation itself by contacting the other institutions. As
for the projects costing over Rs.3 crores, the IFCI has been financing them under
the system of consortium financing, with due participation of any other financial
institutions acting as the lead institution. The Endeavour of all India financial
institutions, including the IFCI is to ensure that, as far as possible, an applicant
concern should deal with only one institution for the appraisal of its project, the
disbursement of funds and post-sanction follow-up. With this end in view, a new
scheme, known as the Participation Certificates Scheme, covering projects costing
not more than Rs.10 crores, has been formulated, under which the applicant
concern approaches only one all-India financial institution, which acts on behalf
of all the all-India financial institutions which purchase participation certificates
196
from it against the disbursement of the loans made by it. The IFCI, together with
other institutions, is actively concerning ways and means of making the scheme
applicable to all proposals for assistance by removing the ceiling of Rs.10 crores.
197
During the last decade (1978-88), the Corporation took bold and quick
policy decisions to diversify its business as also the business mix. A number of
new schemes in the realm of industrial financing were added, one by one, almost
every year. Mention in this regard may be made of the Equipment Finance
Scheme, Modernization Assistance Scheme, creation of specific funds for
development and modernization of sugar, textile and jute industries, Concessional
Finance Scheme for manufacture and use of alternate and renewable energy
sources, incentive schemes for 100% and other export-oriented units based on
their export performance, scheme of financing the industrial estates in the
Corporate and Co-operative Sectors Scheme of Financing Corporate Hospitals
and Multi-Disciplinary Health Centers, Scheme of Financing Leasing and Hirepurchase concerns, Scheme of Non-Revolving Line of credit to machinery/
equipment manufacturing concerns for sale of their equipment to actual user
concerns, scheme of Equipment Leasing and providing of Merchant Banking and
Advisory Services.
198
The Corporation does not ordinarily grant assistance for the purpose of
working capital, for it is a normal function of commercial banks to provide such
capital. The IFCI does not allow its funds to be utilized for meeting the existing
liabilities of industrial concerns, save in exceptional circumstances for the
acquisition of capital goods for commercial or trading purposes. Likewise, subloans in foreign currencies are granted only for the import of capital goods and not
for financing the import of raw materials or spares, or for the payment of
royalties, dividends, etc.
Towards the end of 1994 IFCI decided to enter for the first time in shortterm financing activity by deploying a certain portion of its funds for financing
working capital needs of corporate. The Corporation will also render other forms
of short-term financing facilities including bridge loans and project finance.
199
The Central Government has, inter alia, given certain pointers to the
financial institutions including IFCI as to the manner in which the latter can
support the countrys exports more strongly, viz., adopting of company specific
focus, supporting technology up gradation, ensuring global competitiveness,
providing short-term export finance, etc.
200
The IFCI, together with the IDBI and the ICICI, has been operating a
scheme of granting bridging loans to such borrowers as have been sanctioned
loans but are not in a position to create a substantive security immediately for the
loans urgently required by them. Under the scheme, loans ranging between 75 per
cent and 90 per cent of the sanctioned loans are granted against the execution of:
201
i)
ii)
202
The IFCI together with all the other all India institutions, has now
decided to accept an equitable mortgage as a regular security for loans as well as
for such facilities as guarantees for deferred payments/ guarantees for foreign
loans.
Bridging loans are provided against;
a) The personal guarantees of promoters/directors controlling the
company;
b) A letter of consent from bank(s) holding charge on the companys fixed
assets to allow the creation of an exclusive first charge or pari passu
charge, as the case may be, in favor of the institution and a floating
charges- over all the movable assets;
c) The hypothecation of machinery and other movable assets;
d) A negative lien on fixed assets in favor of the institutions; and
e) A demand promissory note of the borrower in favor of the Corporation.
203
At the same time, the Corporation has pursued a differential interest rate
policy, in that it charges different interest rates for rupee and foreign currency
204
205
advance rate. The advance rate will be determined with reference to an anchor rate
derived from a combination of the cut-off yield of the 364 days treasury-bill, the
minimum lending rate for institutions and cost of borrowing through 364 days
certificate of deposits and rated bonds.
Following the Government guidelines issued in 1971, the IFCI reserved the
right of conversion of a part of the rupee loans extended by it into the equity
capital of the assisted concerns in cases where the aggregate financial assistance
exceeded Rs.25 lakhs. The stipulation was discretionary on the part of the
institution when assistance was Rs. 25 lakhs to Rs. 50 lakhs, but was mandatory
when such assistance exceeded Rs.50 lakhs. Wherever the convertibility clause
was utilised, the terms and conditions relating to the conversion of the loan into
equity were negotiated and settled with the assisted concerns in advance.
With the Governments decision to modify the policy guidelines, the
convertibility clause will apply to financial assistance exceeding Rs.1 crores
instead of Rs.50 lakhs prescribed heretofore. It has also been decided that the
206
institutions will exercise the conversion option in such a way that they do not
acquire more than 40% of the share capital of an existing concern. However, in
case of persistent default in payment of loans or mismanagement of an assisted
concern or continuous closure for over three months of an industrial unit of a
company producing goods and services essential to the community, the financial
institutions may, with the concurrence of Government, exercise their conversion
option in such a way that their shareholdings could go up to 51% or above.
However, the convertibility, clause will not apply in the following cases:
1) Loans sanctioned in foreign currencies.
2) Rupee loans sanctioned to units in the co-operative sector.
3) Rupee loans granted under the Soft Loan Scheme or for modernization
assistance, rehabilitation of sick units or for financing small overruns in
respect of projects already financed by institutions.
4) Rupee loans irrespective of the amount sanctioned to all those
undertakings which are either in the public sector or which attract the
provisions of Section 619 B of the Companies Act, 1956.
207
i) Diversification/expansion schemes of existing units set-up in noindustry/ special region areas will not attract convertibility clause, except in the
event of default.
ii) Corporate hospitals/multi-disciplinary health centers and 100% export
oriented units will be exempted from the convertibility clause, except in the event
of default and/or the export-oriented units seeking debonding.
iii) Foreign currency loans to continue to remain exempt from the
applicability of convertibility clause, except in the event of default. The
mandatory convertibility clause on institutional loans has been abolished in 1993.
208
for
the
purpose
of
considering
need-based
modernization/
rehabilitation proposals.
The loan carries interest @6% p.a. with a moratorium of 6 years and is
subject to conversion at per unlike in the case of modernization loans which have
no conversion option.
209
provide guidance and training to new entrepreneurs, particularly those who are
entering in the field of tiny, small-scale, medium or medium large-scale industry
for the first time.
The all-India financial institutions, including the IFCI, have sponsored the
TCOs in association with the State level institutions and banks to provide the
necessary impetus, in particular, to the rapid industrialization of less developed
regions. The basic idea underlying the creation of the TCOs is to provide guidance
and advice to new entrepreneurs during the various phases of the project cycles,
namely, project identification, project formulation, project implementation and
project operation, so that the project undertaken is brought to a state of fruition.
These TCOs are now reasonably well-equipped with information/data and
expertise in different disciplines. Applicants are advised to avail themselves of the
services of the TCOs in all matters relating to project planning, including the
marketing aspects. From time to time the TCOs have also organized
entrepreneurial development programmes for the benefit of small entrepreneurs.
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when the promoted concern is the recipient of assistance only from state level
institutions and banks.
c) Promotional Schemes:
These schemes, listed below, have come into operation from time to time
(the year of their introduction given in the bracket against each of them).
ii)
212
iii)
iv)
Scheme of Subsidy for Revival of Sick Units in the Tiny and SmallScale Sectors (1982).
v)
vi)
ii)
Scheme of Interest Subsidy for Self-Development and SelfEmployment of Unemployed young persons (1982).
iii)
iv)
Assistance Scheme
Scheme of Assistance for Development of Technology through in House
R&D Efforts (1984).
213
unemployed
youths,
In January 1988, RCF was converted into Risk Capital & Technology
Finance Corporation Ltd., (RCTC). The RCTC has been authorized to continue
with all business and activities being carried out by RCF hitherto.
214
215
developed areas. A critical evaluation of the promotional role of the IFCI, as well
as of the IDBI and the ICICI has been made separately.
216
In the year 1993 IFCI decided to set up a mutual fund and diversify its
operations to over the Counter Exchange of India. Further, IFCI has entered into a
strategic alliance with ABN AMRO Ban of Netherlands to facilitate providing a
217
218
This period could be regarded as a decade of growth with stability. For the
first time IFCI entered in the underwriting business in 1958. Further, it also
entered for the first time in the business of guaranteeing deferred payments with
the approval of the Central Government. Another important development during
this period was enactment of the IFCI Act in 1960 enabling it to guarantee loans
raised by industrial concerns from scheduled banks or state co-operative banks,
deferred payments due from industrial concerns and provide foreign currency
loans and make direct subscriptions to the stocks or shares of an industrial
concern. The period 1967-1978 witnessed quantitative expansion of the operations
of IFCI and innovative and qualitative thrusts in the corporations efforts.
Quantitatively, total sanctioned assistance buoyed up by about 64 per cent.
Qualitative change in operation of IFCI was more remarkable during this period.
Thus, entry of the Corporation in public sector financing, providing considerable
flexibility in the operations and removal of various constraints and controls by the
enactment of IFCI (Amendment) Act, 1972, introduction of the concept of
consortium financing and lead institution concept in the project financing and
assumption of promotional role provided qualitative thrust to the corporations
financing of industries.
219
220
over which had loomed largely on the minds of industry in the earlier
decade.
g) Substantial relaxation allowed by the Government in the convertibility
guidelines.
During two annual plans the corporation sanctioned assistance of the order
or Rs.4,953 crore was disbursed. During the 15 months period in 1992-93 the
first year of Eighth Plan-overall the sanctions of IFCI under its various schemes of
assistance aggregated Rs.3,714 crore in respect of 533 projects.
221
over the country. This is really a remarkable expansion in the operations of the
corporation.
IFCI, during this decade, took bold and quick decisions to diversify its
business as also the business mix. A number of new schemes in the realm of
industrial financing were added one by one, almost every year. Mention may be
made of Equipment Finance Scheme, Modernisation Assistance Scheme, Creation
of specific funds for development and modernisation of sugar, textile and jute
industries, concessional finance scheme for manufacture and use of alternate and
renewable energy sources, incentives schemes for 100% and other export-oriented
units based on their export performance, scheme of financing the industrial estates
in the corporate and co-operative sectors, scheme of financing corporate hospitals
and multi-disciplinary health centres, scheme of financing leasing and hirepurchase
concerns,
scheme
of
non-revolving
line
of
credit
to
222
During the year 1993-94, MBASD along with its Bureau at Bombay
handled 134 merchant banking assignments of which 50 related to issue
management, 50 to project counselling and appraisal, 33 to debenture trusteeship
and 1 to loan syndication. The issue management assignments helped mobilisation
of funds of the order of Rs.3,047 crore. In a recent survey of merchant banks
carried out by Prime Database, IFCI has been ranked at the sixth Position in terms
of number of issues handled during 2010-11 as compared to 21st position in
2009-10.
223