If you are a startup business, looking for the right growth and market penetration strategies, then you are most welcome at GEC.
We will show you and lead you to the path to success. Our team of multi industry bred consultants are savvy enough to guide you in the right path.
Any business needs a lot of hand holding and support just like a baby needs support to walk.
We enable the right business models, growth strategies, operating, financial, marketing and infrastructures with year on year roadmaps to deploy and manage your businesses.
Assessing growth is a fundamental point of judgement for any startup, small or big, whatsoever and has to be planned in keeping with all Due Diligence parameters in the process.
GEC nurtures your business ideas and helps you strategise across all the above strategic needs to build and establish your business. We help startups to scale-up, drive forward, design and develop their business and technology eco-systems and help create a synergy to take things forward and guides you to the roadmap for Financial Growth.
The route to VC Funding is a cumbersome process, and many have gone down due to lack of funding.
In this age it is a matter of great pride to reach a corporate level, but such growth needs a lot of Capital to stay invested, promote and grow any brand and leverage further services across all domains and platforms.
Funds invested at the right time can definitely prove beneficial to an organization subject to relevance of a winning impact to the Company and the Group Of Investors, to create a long term win-win situation for both parties at stake.
GEC will guide you through the phases of investments.
Startups often need to dynamically adapt to the market but they lack the right business models to scale up and adapt to ever changing technology and solution enablement cost impedences.
To have a financially viable and profitable venture and move ahead and stay above the cutting edge of competitors is a big ball game altogether.
GEC helps you leverage the leading growth strategies, technology enablements and enables a stable financial, operating and marketing value proposition for you.
Every strategic decision that impacts the growth of an organization has to be well planned in due course of time, and all such decisions should be supportive of leveraged value over a period of time, year on year.
A business model for any startup is the rock solid foundation for constant and incumbent functionalities to impact the business at large, so all parameters, roadmaps, financials, strategies, operations, infrastructure and human resources have to be the best.
- Corporate Setup for Startups and Venture Capital Funding
- Management or Business Consulting Services, IT Advisory & eCommerce Development
- Information Technology & Software Services, Infrastructure & ERP Assessments
- Startup Branding for Website Design, Development, Content Development
- End to end eCommerce Solutions, Android, IOS, Windows Apps Developments
- Scientific and Technical Consultancy Services, Technology Assessments
- Consulting Engineer Services , Resource Pool Management For Technology
- Architect and Interior Design Services : Across All Real Estate Design Needs
- Business support services : Across IT / ITES, Operations, Finance, HR & Shared Services
- Works contract services across any domain of businesses
- Promotion or Marketing of Startups and Brands, Movies, Films , Product or Services Brands , Goods , Services , Events
- Publishing , Bulk Printing , Packaging Designs & Advertising Agency Services
- Design services across all kinds of Graphiti, Illustrations, Graphic Designs, Storyboards, Animations, Visual Profilers
- Brands Development and Supply of content for publishing across all media
MOVIES , PRODUCTIONS , ADVERTISEMENTS AND FILM MARKETING
- Video and Films Production , Animations, 3D & CGI, VFX, Motion Graphics, Motion Capture
- Publicity Designs and Film Campaigns Designs Management
- Content Design for Movies, Advertisement Films, Marketing Video Campaign Needs
- Campaigns Design, Marketing & branding , Advertising Films, Movies
HOW DO WE APPROACH ANY STARTUP ?
- EVALUATE A BUSINESS IDEA
- BUILD INNOVATION AND CREATIVITY
- ASSESS THE CAPITAL INVESTMENTS OR FUNDS TO MANAGE
- KNOW ABOUT GOOD AND EFFICIENT STRATEGIC PARTNERS
- EVALUATE AND IMPLEMENT TECHNOLOGY THAT IS SCALABLE
- MODEL OUT A STRATEGY FOR FINANCIAL MANAGEMENT
- UNDERSTAND THE SKILLS FOR THE NEED OF HUMAN RESOURCES
- OWNERSHIP AND TEAM BUILD THAT LEADS TO GREAT LEADERSHIP
- BUSINESS STRATEGY – EXPONENTIAL GROWTH STRATEGIES TO DRIVE AHEAD
- STRATEGIC MARKETING – FOR MARKET PENETRATION ON THE GO
- ADAPTING TO A VISION TO DRIVE YOUR BUSINESS FORWARD
- IMPLEMENT SUSTAINABLE AND ACHIEVABLE GOALS FOR THE SHORT-LONG RUN
- FOCUS ON WHAT NEEDS TO BE DONE ON A PRIORITY BASIS – DAY-TO-DAY
- SERVICES THAT ARE WELL DEFINED AND SCALABLE TOO
- BUILD PRODUCTS AND APPLICATIONS THAT ARE WELL ADAPTIVE
- PLAN FOR ALL RISKS AND MITIGATIONS – DETAIL ORIENTATION
- BUSINESS CONTINUITY PLANNING – A MUST TO SUCCEED WITH ALL BACK UPS
- A ROBUST OPERATING MODEL THAT IS VERY DYNAMIC AND SCALABLE
- ORGANIZATIONAL CHANGE MANAGEMENT – VERTICAL & HORIZONTAL
- BRANDING – BRAND CONCEPTUALISATION FROM DAY ONE
- MARKETING – BRAND DESIGN AND BRANDING ENHANCEMENT PLANS
- IMPLEMENT THE BRAND IN THE BEST MEDIA SAVVY WAYS
HOW DOES GEC HELP YOU ?
GEC nurtures your business ideas and helps you strategise across all the above strategic needs to build and establish your business. We help startups to scale-up, drive forward, design and develop their business and technology eco-systems and help create a synergy to take things forward.
- Set And Work On Time and Goal Orientation
- Stick to a Scheduled Plan
- Engage Across All Kinds Of Business, Domains, Technologies
- Treat every challenge as an opportunity to deliver
- We believe that any problem can be solved in some way or the other
- We provide cost-effective solutions and don’t want to burn your resources out
- We engage, transform and implement your ideas, concepts strategically with our efficient consultants
- We are flexible and always open to adapting to changing and dynamic needs of any startup organization
- We build and promote your businesses across all possible channels you can imagine
DUE DILIGENCE PROCESS AND CHECKPOINTS FOR START-UP FUNDING
Basic Company Documents and History
Board Resolutions and Reports – All signed resolutions (including written consents) of or reports prepared for the Board of Directors or any comparable governing body of the Company, as applicable, and any of their respective committees, including copies of any written notices or waivers thereof.
Shareholder Minutes – Minutes of all meetings and all signed resolutions (including written consents) of the shareholders, members or partners of the Company, as applicable, including copies of any written notices or waivers thereof.
Press Releases – For the past three years, all news or press releases issued by or with respect to the Company.
Foreign Qualifications – List of all domestic and foreign jurisdictions in which the Company maintains an office, owns or leases property, where employees are located, is otherwise qualified to do business as a foreign entity, or is required to be qualified to do business as a foreign entity.
Officers and Directors – List of current directors and officers of the Company (including name, age, position and length of service), together with current salaries and bonuses
Organizational Charts – Internal operational manuals and organization charts.
Affiliations – Summary of business and personal relationships and affiliations among directors, officers, shareholders, creditors, customers, suppliers and other business affiliates.
Communications with Shareholders – All reports and any other communications to stockholders.
Stockholders or Members – List of current stockholders or members of the Company, as applicable.
Books and Ledgers – Stock books and/or ledgers of the Company.
Options – Schedule of outstanding options, warrants or any other contracts, commitments, agreements or promises, oral or written, with respect to the issuance of, subscription for, purchase of, or sale or transfer of, any securities of the Company (including, where applicable, grantee, dates of issuance, exercise price, vesting term, duration, etc.).
Capitalization Table – List of authorized, issued and outstanding securities of the Company (by type of security and on an as converted basis, including stockholder names, stockholder tax identification numbers, dates of issuances, consideration received, number of vested and unvested shares and vesting schedules). Indicate if vesting of any such securities will accelerate on a merger or change in control of the Company.
Other Securities – Copies of all other convertible securities of the Company.
Encumbrances – Details of any charges or other encumbrances or claims relating to any securities of the Company.
Certain Agreements – Voting agreements, voting trusts, redemption agreements, stockholder agreements, registration rights agreements, restrictive agreements, stock purchase and repurchase agreements, stock restriction agreements, and other similar agreements, contracts or commitments to which the Company or any of its directors, officers and/or stockholders is a party.
Purchase Agreements and Memoranda – Agreements for the purchase of securities from the Company and any private placement memoranda or offering circulars.
Other Agreements – Other contracts or agreements relating to the Company’s securities, including broker/dealer or selling agent agreements.
Perquisites – Details of Board and/or management perquisites and similar arrangements.
Receivables/Payables – Documents pertaining to any receivables from or payables to any director, officer, partner, stockholder or affiliate of the Company or any affiliate of any of the foregoing.
Other Agreements – All agreements (including guaranties) with, and a description of all transactions between the Company and any current or former officers, directors, stockholders and partners of the Company or any affiliate of any of the foregoing.
Bankruptcy – Details of any bankruptcy or insolvency of any of the shareholders or directors of the Company, and details of any insolvency of a company or other entity of which any of the directors was a director, officer or shareholder.
Documents Relating to Indebtedness
Borrowings – Documents and agreements evidencing borrowings, whether secured or unsecured, or other indebtedness (long-term or short-term), including indentures, credit or loan agreements, debentures, commitment letters, letters of credit, etc., relating to any outstanding or available long-term or short-term debt, including amendments thereto and any related instruments granting security interests.
Debt Schedule – Debt schedule identifying all short-term and long-term debt and capital lease obligations with principal amounts, interest rates, balances outstanding and maturity dates.
Financing Arrangements – Documents and agreements evidencing other material financing arrangements, installment purchases, etc.
Investor Financing – All documents relating to financings with investors, including any accredited investor questionnaires, if applicable.
Financing Statements – List and copies of all financing statements currently in effect.
Liens and Encumbrances – Schedule of liens and encumbrances against any of the Company’s assets or stock (whether or not of public record).
Sureties – Documents and agreements evidencing surety and other bond arrangements.
Company Loans – List and documentation of all loans made by the Company, including loans to officers, directors and employees.
Correspondence with Lenders – Correspondence with the Company’s lenders regarding any default or alleged default.
Contracts and Commitments
Copies and details (and to the extent oral, written summaries) of all material contracts and all capital commitments of the Company, including without limitation:
Customer Contracts – All agreements with customers currently in effect or under consideration and a schedule of major customers for each product line, giving annual dollar amounts sold (indicate if any are requirements contracts).
Distributor Agreements – All agreements with distributors or sales representatives regarding the sale of the Company’s products or services.
Operational Contracts – All agreements with dealers, suppliers and service providers involving more than $25,000; all reseller (including VARs, OEMs, dealers, sales representatives, etc.), retail distribution (including service and support contracts, marketing agreements, etc.), advertising, and related agreements involving more than $25,000; and schedule of major suppliers (indicate if any are sole source contracts), giving annual dollar amounts purchased.
Development Contracts and Joint Venture Agreements – All agreements entered into out of the ordinary course of business, including consulting, development, capital commitments, technology sharing, cooperation, joint research, and joint venture agreements.
Affiliates – All contracts, arrangements, plans, and understandings to which any director, officer, shareholder, partner, or other affiliate of the Company, or any affiliate of the foregoing, on the one hand, and the Company, on the other hand, are parties, including loans and guaranties.
Employee Agreements – All employment contracts with management and other employees; deferred compensation agreements, severance agreements, settlement agreements, consulting agreements or any other agreements with any independent contractor or consultant (including information as to whether the consultant was previously an employee), and similar agreements; all non-competition agreements, non-solicitation agreements, non-piracy agreements, non-disclosure agreements, agreements containing restrictive covenants and similar agreements addressing the Company’s rights to inventions or other intellectual property; all indemnification agreements with employees, former employees or consultants and similar agreements; all employee or supervisor handbooks or manuals and similar agreements; and all conflicts of interest or ethics codes or policies and similar materials.
Non-Competition and Confidentiality Agreements – Copies of all non-competition agreements, non-solicitation agreements, non-piracy agreements, secrecy agreements, non-disclosure agreements (in each case, other than those referred to in E(6) above) and standstill agreements to which the Company is a party.
Operating Agreements – Copies of all operating agreements involving more than $25,000, including without limitation, agreements to package, store, deliver, or dispose of inventory.
Brokerage, Agency, Consignment Agreements – Copies of all agreements involving more than $25,000 obligating the Company to carry on or facilitate business on behalf of another party, or, conversely, obligating another party to carry on or facilitate business on behalf of the Company.
Service Agreements – Copies of all services agreements involving more than $25,000 (e.g., property maintenance, advertising, lodging, transportation, catering, landscaping, etc.).
Standard Forms – Standard forms of customer agreements, distributor agreements, sales representative agreements, employment agreements, licensing agreements, leases, reseller agreements, dealer agreements, purchase orders, and sales orders used in connection with purchases, licensing, sales and leases.
Government Contracts – All government contracts, samples of subcontracting forms, affirmative action plans and supporting data.
Guarantees or Indemnifications – All guarantees of, and all indemnifications relating to, the Company’s obligations and all guarantees or indemnifications by the Company, any predecessor entity or its officers, directors or partners of the obligations of any other person or entity.
Union Agreements and Labor Relations – Description and copy of any bargaining agreements or any other agreements involving a union at the Company and the date when any such agreement is open for renegotiation; description of labor unrest situations; all pending or threatened labor strikes or other labor trouble experienced by Company; description of any current or expected attempts to unionize; description of labor relationships, turnover experience and bargaining history; and grievance files.
Consultants – List of all current consultants and independent contractors of the Company (including name, age, position and length of service), together with current compensation.
Miscellaneous Material Contracts – All other material contracts not otherwise described herein with a remaining term in excess of one year or involving amounts in excess of $25,000 or rights or obligations of equivalent value.
Litigation and Claims
Current Litigation – Summaries of all litigation and dispute resolution; memoranda of all outstanding litigation and disputes and of all litigation or disputes settled or otherwise terminated, containing the following information: parties, venue, nature of proceeding, date commenced, and amount of damages or other relief sought; and access to all pleadings on file regarding such litigation and relevant insurance coverage.
Contingent Liabilities – Summary of nature and amount of all unrecorded and contingent liabilities (including threatened claims and causes of action), warranty experience, products liability exposure, environmental contamination, employee problems, and material disputes with third parties; and copies of all relevant correspondence.
Governmental Investigations – Summaries and memoranda relating to any governmental or administrative investigations, proceedings or arbitrations, whether pending, threatened or concluded, to which the Company is or was subject; and access to all relevant documentation regarding such investigations, proceedings and arbitrations.
Consent Decrees – All consent decrees, court and administrative judgments and orders, settlements, injunctions, etc., requiring or prohibiting future activities of the Company.
Legal Opinions – All opinions by counsel as to any pending litigation against the Company (including letters to auditors).
Internal Investigations – Copies of any documents related to any internal investigation or review by the Company, including without limitation related to any actual or alleged misconduct by an employee, consultant, sales representative, distributor or other representative of the Company, regardless of whether such investigation or review resulted in a finding of wrongdoing.
Employment Claims – Listing of all charges or claims filed against the Company with any administrative agency, including, without limitation, the Department of Labor, the Equal Employment Opportunity Commission, Occupational Safety and Health Administration, Social Security Administration, Unemployment Commission, Office of Federal Contract Compliance Programs or any state or local counterparts and any documents related to such charges or claims.
- Real Property – Listing of all real estate owned, leased, subleased, or used:
- State whether the property is owned or leased (whether as lessor or lessee) and list the entity or individual which holds the title or lease and describe the property, liens thereon, structures, lease provisions, use and location.
- Copies of all deeds, leases, mortgages, sales contracts, surveys, sublease contracts, appraisals, environmental studies, and with respect to leased properties, all notices of default under such leases and estoppel letters executed by the Company.
- Zoning information and records relating to zoning violations, approvals, special exceptions, and nonconforming uses.
- All existing real property interests, including without limitation rights of first refusal, etc., relating to any property listed in H.1.a above.
Leases – Copy of all leases, licenses and similar agreements relating to real property, with all schedules and amendments thereto.
Reports and Policies – All title and appraisal reports and title insurance policies with respect to any properties or assets of the Company.
Other Leases – Copies of all leases to moveable property and personal property.
Asset Lists – Copies of all asset lists, including a list of all assets not located on real property owned or leased by the Company.
Trademarks – schedule of all foreign and domestic trademarks, service marks, logos, corporate names, trade names, and all applications to register (including intent-to-use applications), registrations, oppositions, cancellations or other proceedings challenging the ownership or validity of the marks used by the Company.
Patents – schedule of all foreign and domestic patents, patent applications, inventions disclosures, and reexaminations, reissues, oppositions or other proceedings challenging the ownership or validity in connection therewith therewith.
Copyrights – schedule of all registered copyrights and applications for copyright registration, material unregistered copyrights (including rights in software and databases) and all proceedings challenging ownership or validity in connection therewith.
Relation of Patents to Products/Services – schedule showing the relationship of each identified patent right to the company’s products and services (e.g., which company products are covered by which company patents)
License Agreements – all agreements involving the transfer or right to use intellectual property rights to which the Company is a party, whether as licensor, sublicensor, licensee or sublicensee, including research, product development, software (including open source code), distribution and/or marketing.
Company Policy for Registered IP – Company’s written policy and procedures for selecting, clearing, using and protecting trademarks; for selecting patent disclosures for patent protection; for preparing and prosecuting patent applications; enforcing patent rights and avoiding infringement of the rights of others; and protecting copyrighted materials.
Confidentiality Agreements – confidentiality/non-disclosure agreements (or other agreements with non-disclosure terms) with employees and with any other persons, such as actual or potential consultants, developers, vendors or customers, with respect to proprietary information.
Company Policy for Proprietary Information – Company’s written policy and procedures for protecting company confidential and trade secret information.
Company Policy for Open Source Software – Company’s written policy and procedures for the use of open-source software and a listing of all open source licenses under which open source code is used or incorporated in Company’s software.
Infringement Allegations – copies of all notices and correspondence (including to or from Company’s counsel) relating to allegations of infringement or misappropriation of: (i) third-party intellectual property rights by the Company; and (ii) the Company’s intellectual property rights by third parties.
PART II :
- Detailed historical monthly balance sheets, income statements and cash flows for the last 3 years and the current YTD period (Please confirm that interim financial statements are prepared on the same basis as that used for the most recent audited statement. If not, what are the adjustments recorded or accounts reconciled only at year end?).
- Audited financials statements (if available) and management letters issued by auditors in respect of the audits.
- Copy of the most recent business plan and/or budget covering 2012-2016.
- Analysis of operating and general and administration expenses (and as a percentage of revenues) by significant category for the last three years and the current YTD period.
- Monthly financial reporting packages distributed to senior management.
- Sales by Country for most recent 2-3 Financial Years Atleast
- Related Party Transactions
- Summary of sales or purchases, sales, service arrangements to or from related parties including principal terms and whether at arms length (including inter-company receivables and payables balances). Include description of services provided by/to related parties.
- Income Statement
- Revenue & Customer Information
- Orders, sales (in both $ & units) and gross margin by major product group, customer type and by geographic region for the last three years and the current
- Description of non-recurring revenue (including large one-time orders), non-product revenue (royalty, licensing, trademark or patent revenues), and unusual and extraordinary items for the last three years and the current YTD period.
- Schedule showing firm order backlog, by product line as of the most current date and as of the comparable date in the preceding year (include estimated gross margin and expected sales timing of orders in backlog).
- Top 10 customers ranked by sales for each of the last three years and current YTD period.
- Listing of significant new customers and lost customers in the last three years.
- For the last three years and the current YTD period, provide the following –
- Bank reconciliations including bank statements for the current YTD period and previous three year end periods.
- Provide a listing of any restrictions on cash.
- Accounts receivable
- Accounts receivable aging analysis and trends for last three years and the most recent available month.
- History of allowance for doubtful accounts balance, bad debt expense and write-offs, and reserves for sales returns, discounts, rebates, refunds, and credit memos in the last three years and the current available month.
- Inventory balances by location, major product group and type (raw materials, work in process, finished goods).
- Summary of inventory write-offs and basis used to develop obsolete and slow-moving inventory reserves, including any history of sales and write-offs of obsolete/overstock inventory.
- Manufacturing and Purchasing
- Summary of locations and descriptions of subcontracted manufacturing facilities.
- List of top 10 significant suppliers by purchase $ and detail of purchased supplies from each.
- List of any production/sales made under license or royalty agreements.
Prepaid Expenses and Other Assets
- Schedule of prepaid expenses and other long and short-term assets (including goodwill and intangibles and amortization criteria) including assessment of potential recovery.
Property & Equipment
- Schedule of fixed assets including date acquired, original cost, accumulated depreciation, net book value, and recent appraised value.
- List of capital expenditures (historical, current, planned for the next 3 years) separated by major category (e.g. machinery, MIS, buildings etc.)
Accounts Payable and Accrued Liabilities
- Accounts payable aging schedule and significant accrued expense accounts for the last three years and the most recent available month.
- Details of customer deposits and any deferred revenues by type and customer for the last three years and the current YTD period.
- Warranty expense and sales returns history (expense and reserves) for the last three years and a description of how the warranty and sales returns reserves were developed.
Contingencies and Litigation
- Summary of pending, threatened or asserted litigation claims and any legal accruals including contingent liabilities, product liability claims and outstanding supplier claims.
- Joint venture, partnership or trust agreements with respect to which the Company is a party.
Sales & Outbound Marketing
- Detailed sales organizational views by resources, territories and accounts.
- Orders and sales by customer in each of last 3 years.
- Orders and sales by product in each of last 3 years.
- Orders and sales by geographical region in each of last 3 years.
- Orders and sales by vertical industry segment in each of last 3 years.
- Orders and sales in each of last 3 years by incumbent customers versus new customers.
- Orders and sales in each of last 3 years for existing products versus new products.
- Top 20 customers (by sales $) in each of the past 3 years, indicating per year sales and what products and services composed the $ amount.
- Most current sales operations report, inclusive of activities, forecasts and performance metrics.
- Most current sales funnel and composition, today and 1 year ago by product, region and industry segment.
- Past 12 month won/loss analysis by region, product and customer.
- Discounting trend over past 3 years.
- Currently pending POs.
- Currently open bids.
- Top 10 forecasted opportunities for next 12 months.
- Detailed explanation of sales compensation plan.
- Outbound Marketing & Corporate Communications
- Outbound marketing budget and expenditures for past 3 years.
- Most current marketing operations report, inclusive of activities, forecasts and performance metrics.
- Proprietary Technology
- Detailed list of all patents, applications, trademarks and copyrights.
- List all previous / current legal and/or patent infringement situations (outbound and inbound).
- List of all contractors and their contractual rights to IP ownership.
- List of geographical patent protection issues.
- All trademarks and proof of registration along with any history of infringement disputes/actions.
- Existing and Former Products
- Provide detailed product documentation that includes feature descriptions, architecture and design, technical performance specifications and other relevant detail. Where applicable, give specific attention to demonstrated capability of the product(s) or solution(s) – describe the characteristics of the largest product deployment.
- List all current products and explain how long they have been available and what the evolution of features and timeline has been.
- List all products that have been de-emphasized or discontinued (EOLed) in each of the past 3 years and explain the rationale for the action. Indicate if the former product was replaced by a newer product.
- Provide strengths/weaknesses table for each product from a technology and competitive viewpoint and indicate plans and timelines to address shortcomings where appropriate.
- List of all 3rd party and open source dependencies and indicate IP right to use status.
- List all product CE compliance status and other regulatory agencies that are appropriate.
- Provide the previous 12 months of product defect and trouble ticket history by product, including arrival rate, closure rate, backlog 1 year ago, current backlog.
Future Products and Features
- Provide current product development roadmap that also identifies in-process versus future efforts.
- Provide view of current development status versus planned status, identify delayed efforts and provide explanation and countermeasures.
- Indicate if any product development effort has been capitalized, if so what is the resulting P&L impact.
- Detailed organizational views by resources, assignments, site, etc.
- Detailed view of R&D spending by product, segment, etc.
- Human Resources
- Copies of executive employment agreements, severance agreement, change in control agreement
- Executive only health benefits (SERP, COLI, etc.) with list of participants
- Executives only disability benefits; list of participants
- Executives special perquisites; list of participants
- Deferred compensation summary plan document
- List of participants and amount deferred by each participant
- Organizational charts for each department and function
- Employee handbook and/or human resource policies/new hire orientation documents
- List of all locations and number of employees
- List of all employees which includes ID number, name, job title, manager, annual base salary, annual bonus percentage, job function, department, date of hire, location, country, currency, union/non-union, FLSA status, date of birth, prior year W-2, full time/part-time status
- List of all leased employees or independent contractors which includes ID number, name, job title, manager, annual base salary, annual bonus percentage, job function, department, date of hire, date assignment to complete, location, country, currency, name of agency.
- Copy of salary structures, compensation philosophy, methodology and implementation of structures.
- Policy and practice on general wage or salary increases and administration of program.
- Special retention plans; list of participants with details of payouts
- Equity Programs
- Summary plan document for stock option programs including non-qualified stock options, incentive stock options, restricted stock options, Employee Stock Ownership Plan (ESOP) and Employee Stock Purchase Plan (ESSP)
- List of employees who have received stock options or RSUs which includes name, department, job title, strike price, stock amount, stock value, vesting date, country
- List of participants in the ESOP program
- Compensation Committee minutes, proxy materials, with respect to Plans
- Incentive Compensation
- Incentive compensation plans; list of participants
- 3 year payout history and projected pay out
- Summary plan documents domestic and international for all benefits
- Copy of contracts/agreement with Third Party Administrators (TPAs) domestic and international
- List of participants in each benefit; monthly employee contribution for each benefit; company paid portion of benefits
- Defined benefit pension plan if appropriate – active or frozen
- Defined contribution plan – copy of the non-discrimination testing results; investment options that are available
- Supplemental Retirement Benefits summary plan document
- List of participants in supplemental retirement benefits plan
- Retiree medical obligations (actuarial evaluation whether active or frozen)
- Plan document or written policy or agreement
- Description of severance payments over last 2 years
- Forms 5500 and schedules for last 3 years
Immigration and Work Status
- List of all ex-pats, in-Pats and non-resident aliens by country in which they are working and their visa status.
- Any actual or threatened I-9 audit or information request by the government
- Copy of fully executed leases and all amendments
- Summary of any lease expirations or options occurring in the next 12 months and the current status/work effort toward these, e.g. have notices been issued, renewals in negotiation
- Description and estimated cost for any in-progress or deferred capital improvements
Services Delivery and Support
- Detailed service and support (and operations) organizational (SSO) views by resources, territories and accounts.
- Most current SSO operations report, inclusive of activities, forecasts and performance metrics.
- Define the warranty coverage and period plans.
- Provide the most recent 3 customer satisfaction surveys or equivalent.
- Provide a customer list with the number of trouble tickets each has had in each of the prior 3 years and what the current state is.
Manufacturing and Operations
- Provide delivery metrics, standard lead-times and yields by product model.
- List of facilities, leased or owned, addresses, and square footage used for Manufacturing.
- Expected changes in facilities requirements in the next 2 to 3 years.
- List major equipment expense required for the production and test processes.
- Leased, Owned, Age, estimated annual down time, etc.
- Expected 2 to 3 year annual capital budget and estimated annual maintenance.
- Manufacturing and Supply Chain System
- Provide details on Manufacturing and Finance systems (Oracle, SAP, etc.).
- Describe material planning and control process (MRP, Buy to Forecast, JIT, Supplier Managed Inv., Kanban, etc.).
Provide Inventory details –
- Last 12 months ending Inventory value, by site, by product
- Last 12 months ending Inventory turns metric
- Last 12 months of Inventory adjustments (Cost Management, Loss, Scrap, etc.)
- Any inventory held in consignment or consigned to others
Provide Supply Chain details: Top 10 Suppliers, their address, and the annual direct material spends with each
Quality and Compliance
- List all Quality compliance certifications (ISO, TL)
- Provide Field Return metrics by product model
- List all product certifications (CE, UL, FCC, ect.) and Compliances (NEBS, RoHS, ect.) by product model
- Provide details of hazardous waste disposal, emissions or required environmental permits and status
- Provide details of Safety programs such as MSDS document control, OSHA audits and Workman’s Compensation claims
- Provide Export Codes (ECCN, HTS) and any required Export licenses by product model
- List all products that have Encryption and/or Decryption capabilities
- List all countries shipped to by product model
Venture Capital Funding In India
Once your company has decided to explore the venture capital funding route, it is very important for your company to follow the appropriate process to raise funds. In India, the typical venture capital fund raising process involves the following steps:
- Identifying the right investment banker :
The company should decide to work with an Investment Banking firm (IB) who offers the following skill set:-
- Very good understanding of venture capital business
b. Good understanding of company’s industry and business
c. Ability to tell a good and true story about the company
d. Experience of dealing with the VCs
e. Good network in the VC community
- Preparation of Investment Memorandum and Financial Model:
Once the company has finalized the investment banking firm, then the company and the investment bank work together to prepare the Investment Memorandum (IM) and a Financial Model (FM). A good IM captures the company’s business in such a manner that it addresses most of the investor’s key questions and helps the investor make his mind about the company. A Financial Model captures various business variables like revenue drivers, cost drivers, capital expenditure etc. in a Microsoft Excel file and projects the company revenues, profitability, cash flows and fund requirements for next 5 to 7 years.
- Short listing and approaching the venture capital funds:
The next step is to short list the investors whom the investment banker will approach on company’s behalf. While short-listing the investors, it should be kept in mind that the short listed investors should be comfortable with the company’s industry, stage of business (seed stage, early stage, growth stage, pre-IPO etc.) and the company’s fund requirements.
- Meeting the Venture Capital Funds:
The investment banker approaches the venture capital funds and starts making presentation to them. The purpose of these presentations to get the first meeting between the promoters of the company and the investors. In the follow-up meetings, the company tries to convince the investors about the investment. Once the investors are convinced then they issue a Term Sheet.
- Signing the Term Sheet:
A Term Sheet (TS), as the name implies, covers the key terms of the investment. Two of the most important terms in the TS are the valuation of the company (price) and the transaction structure. There are a number of other important terms related to investor’s exit, board memberships etc, which are also covered in the Term Sheet. Once there is an agreement on all the terms, a non-binding Term Sheet is signed between the company and the investors.
- Due Diligence by the Investors:
After the Term Sheet, investors conduct a due diligence process on the company. Generally investor’s due diligence process focuses on the following aspects of the company and its expansion plans
- Signing the shareholder’s agreements and funds transfer:
Once the investors are satisfied with the outcome of the due diligence process, they issue a Shareholder’s Agreement (SHA). SHA covers all the terms of the Term Sheet and, in addition, it has a number of other important terms and conditions regarding dispute resolution, non-compete, lock-in, share transfer process etc. Generally lawyers from the company’s side and the investor’s side also get involved in this process. Once there is an agreement, all the shareholders of the company and the investors sign the SHA and investor transfers funds to the company.
DUE DILIGENCE PROCESS FOR FUNDING
VENTURE CAPITAL – DUE DILIGENCE CHECKLIST : WHAT WE NEED TO DO ?
Below is a sample of the extensive amount of information that venture capital firms are going to require in order to “just consider” funding your capital request. The burden of providing all this information is going to be on you and your management team.
1. Corporate Documents
- Articles of Incorporation
- Bylaws and operating agreements
- Shareholder agreements
- Minutes of Board of Directors and Shareholder meetings
- All documents furnished to shareholders and directors
- Certificates from all states and jurisdictions where the company does business
- Previous Securities Issuance
- Copies of stock certificates, warrants and option agreements
- Complete Stockholder contact information
- Number of outstanding shares, dates of issuance, and percent ownership
- All outstanding preferred stock, including covenants
- All outstanding options, warrants or convertible securities
- Employee stock benefit programs; stock options, stock purchases or others
- Financial Information
- Audited financial statements since inception
- Income statements, balance sheets, cash flow statements
- Records of all changes in equity position
- Accounting methods and practices
- Company prepared monthly or quarterly statements
- A three year budget and financial projections
- A complete and current business plan
- Accounts receivable aging and accounts payable aging
- Product or service pricing plans and policies
- Revenue and gross margins by product or service
- Extraordinary income or expense details
- Explanation of any material write-downs or write-offs
- A summary of all bad debt experiences
- Details of any outstanding contingent liabilities
- Accountant report on the company’s financial condition
- Tax Status
Federal and state income tax returns for the last three years Detail of any tax audits
- Contracts and Agreements
- List of Bank and non-Bank lenders
- Joint venture and partnership agreements
- License agreements
- Purchase agreements
- Liens, equipment leases, mortgages or any other outstanding loans
- Insurance contracts and agreements
- Contracts with suppliers, vendors and customers
- Any additional agreements or contracts relevant to the business of the company
- Governmental Regulations
- Copies of all permits and licenses
- Copies of reports made to government agencies
- Detail of any inquiries made by any local, state or federal agencies
- Description of any current litigation including potential damages
- Description of any potential litigation including potential damages
- Settlement documentation
- Products and Services
- Detail of product offering including market share by product line
- Inventory analysis including turnover, obsolescence and valuation policies
- Backlog analysis by product line including analysis of seasonal issues
- List of all major suppliers including dollar amount purchased per year
- List of competitors and detail of market share
- List of major clients
- Analysis of pricing strategy
- Current brochures and marketing materials
- Sales commission structure
- Sales projections by product line
- Any pertinent marketing studies conducted by outside parties
- Management and Personnel
- Management organizational chart and bios of senior personnel
- Detail of any labor disputes
- Employee compensation plans including pension, options, profit sharing, deferred compensation and retirement
- Management incentive plans including pension, option, profit sharing, deferred compensation, retirement and any non-cash compensation
- Employee confidentiality Agreements
- Listing of any consulting Agreements
- Number of employees, turnover, absentee problems and hiring projections
- Employee HR, benefits, and insurance manuals
- List of Company’s Directors
- Investigation report on all principals, managers, and directors
- Credit history report on all principals, managers, and directors
- Resume verification on all principals, managers, and directors
- Property and Equipment
- An appraisal of all equipment and fixed assets
- List of all real property owned by the company
- Copies of titles, mortgages, and deeds of trust
- Detail of any easements or other encumbrances
- Leases and sub-leases
- Company space expansion plans
- Patents, trademarks and other intangible assets
- Research & Development
- Detail all research and development in progress
- Commercial analysis of R&D efforts
- Documentation policies including examples
- Other Company Information
- Copies of all past and planned company press releases
- Existing articles relating to the company and its industry
- Company newsletters and any investor relations material
- The Kitchen Sink & other information that might be pertinent to full disclosure of all company issues :
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.
The initial meeting provides an opportunity for the venture capitalist to meet with 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 functional skills and backgrounds.
This involves an agreement between the venture capitalist and management of the terms of the term sheet, often called memorandum of understanding (MoU). The venture capitalist will then proceed to study the viability of the market to estimate its potential. Often they use market forecasts which have been independently prepared by industry experts who specialise 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, potential to exploit substantial niches, product life cycles, and distribution channels. The due diligence may continue with reports from other consultants.
Approvals and Investment Completed
The process involves due diligence and disclosure of all relevant business information. Final terms can then be negotiated and an investment proposal is typically submitted to the venture capital fund’s board of directors. If approved, legal documents are prepared.
The investment process can take up to two 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.