Private Equity Pro Partners

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1 Private Equity Pro Partners Sponsors Masterclass : Excellence in Private Equity Wednesday, 30th May 2012 Vivanta by Taj, Ambassador, Sujan Singh Park, New Delhi Masterclass Agenda Call / / / / arvind@peequity.com / karan.mehrishi@gmail.com karan@peequity.com / shrutizadoo89@gmail.com PRIVATE EQUITY AND VENTURE CAPITAL ASSOCIATION OF INDIA

2 MASTER CLASS : EXCELLENCE IN PRIVATE EQUITY AGENDA 8:30 am sharp REGISTRATION 9:00 am PRIVATE EQUITY INTRODUCTION Angel, Venture, Growth, Buyouts, PIPEs, Mezzanine Capital, Distress, Infrastructure Funds, Fund of Funds, Secondary Funds, Emerging & Frontier Markets 9:30 am HOW PRIVATE EQUITY FUNDS OPERATE Establishment of a New Private Equity Fund: Key Steps & Best Practices, Governance Structure of Private Equity Funds Types of Limited Partners : Investment Criteria, Sovereign Wealth Funds: Special Case of Limited Partners Value Addition & the Role of Operating Partners Fees and Carried Interest, Committed Capital, Drawn-Down and Invested Capital, The J-curve, Limited Partners, Co-investment 10:30 am COFFEE 10:45 am FINDING, SELECTING, NEGOTIATING & CLOSING INVESTMENT OPPORTUNITIES Sources of Deal Flow, Investment Criteria, Valuation Methodology, Staged Investments 12:00 pm PRIVATE EQUITY TERM SHEET NEGOTIATION 1:15 pm LUNCH

3 2:15 pm EXIT STRATEGIES Put Option IPO M&A Recapitalisation Case Study 3:00 pm COFFEE 3:15 pm DUE DILIGENCE IN PRIVATE EQUITY 4:15 pm VENTURE CAPITAL & PRIVATE EQUITY RAISING BY ENTREPRENEURS & COMPANIES Process of Raising VC & Private Equity Identifying Potential VC & Private Equity Funds Presentation to VC & Private Equity Funds Alignment of Interests & Skin-in-the-Game The Art of Selling a Distressed Company 5: 15 pm PRIVATE EQUITY IN BUYOUTS & M & A Rationale Sources & Causes of Deal Flow Buyout Target Characteristics Funding Case Study 6: 15 pm End

4 Speakers (alphabetical order) Mr. Gautam Bhandari Managing Director, Morgan Stanley Gautam Bhandari is a Managing Director and Head of Morgan Stanley Infrastructure ( MSI ) in Asia. He is currently based in New Delhi. Since joining MSI, he has worked on MSI s investment in joint venture with Isolux Corsán Concesiones (Road Concessions), Asian Genco Pvt. Ltd. (Thermal and Hydro Power) and Pacific Alliance Stradec Group Infrastructure Company LLC (Urban Toll Bridge). He was also involved in MSI s first investment in China, Zhaoheng Hydropower Holding Limited (Small Hydro). Gautam currently serves on the boards of joint venture with Isolux Corsán Concesiones and Asian Genco Pvt. Ltd. He also chairs the Private Equity and Venture Capital Association of India. Prior to joining MSI, Gautam worked for Morgan Stanley s Investment Banking Division in New York, where he covered the Engineering & Construction ( E&C ), Industrial Services and Alternative Energy sectors globally, with a particular emphasis on emerging markets. He has also held senior roles in Morgan Stanley s Global Capital Markets group in New York, where he structured and executed plant financings, hedges and securitizations. Over the years, he has worked with multiple companies in infrastructure and infrastructure-related sectors, including power, telecom, E&C, infrastructure management services and renewable energy. Prior to joining Morgan Stanley, Gautam worked for Advanced Technology Materials, Inc. ( ATMI ), a semiconductor technology start-up, as Director of Business Development. Gautam holds an M.B.A. in Finance from the Stern School of Business at New York University. Prior to completing his M.B.A., Gautam earned a Ph.D. in Chemistry from the University of Delaware, where he was the University Merit Fellow and recipient of the Joel L. Silver Award for the best doctoral dissertation work. Gautam holds 20 patents in the semiconductor industry and has been an invited speaker and panelist at several of the Industry's leading conferences, including the U.S. Chamber of Commerce and the Government of India s Infrastructure Debt Fund initiative led by the Ministry of Finance. Mr. Avimukt Dar Partner, Induslaw, New Delhi PRACTICE Corporate Advisory, Fund Investment, Joint Ventures and Collaborations, Mergers and Acquisitions BAR ADMISSION, India Solicitor of the Supreme Court of England & Wales EDUCATION 2004-Masters of Laws (LL.M) in Banking & Finance Law, University College London Bachelor of Laws (LL.B Hons), University of Buckingham EXPERIENCE SUMMARY Avimukt advises on a range of general corporate and commercial issues, as well as foreign exchange and foreign investment laws. He acts on behalf of domestic and international acquirers, investors and companies across various sectors, and has experience in negotiating exits of investors and joint venture partners. Avimukt is a recommended lawyer for Corporate/M&A in New Delhi in the Asia Pacific Legal 500 and is a regular speaker at the UIA-ABA Seminars on Corporate Governance and M&A.

5 Mr. Sanjiv Kapur currently serves as the Managing Director in Asia for Wolfensohn & Company, a private investment firm focused on private equity in emerging markets. From 2002 to 2005, Mr. Kapur was Senior Partner and Head, Asia Pacific Private Equity for Henderson Private Capital in Singapore. In this capacity, Mr. Kapur managed a successful $210 million Asian private equity fund that invested in China, India, Korea, Singapore and Thailand. He served as a Director/Observer on the Boards of HT Media (India), Maginet (Singapore), Jubilant Organosys (India), and Airmate (China). From 1999 to 2001, Mr. Kapur was the Chief Investment Officer, Private Capital for AMP Henderson Global Investors in Sydney, Australia, where he established the successful India infrastructure fund jointly with UTI that invested in ports, telecom, and gas distribution. He has served on the Investment Committees of several private equity funds including Capital Z Asia II, AXA- AIG Select Global Fund of Funds I and Asia Equity Infrastructure Fund. He also headed the $235 million Henderson Global Fund of Funds investing in US., Europe and Asia. From 1989 to 1999, Mr. Kapur held various investment positions at the IFC in Washington including Head of Private Equity and Head, International Securities Group, and invested in companies and funds across Asia, Latin America, Central Europe and Africa. He served on the Boards of Handlowy Heller (Poland) and CIC (Chile). From 1986 to 1989, Mr. Kapur worked in New York at the HSBC Group (Vice President, Sovereign Risk Management) and also at AIG ( ). From 1981 to 1982, he was at State Bank of India in New York. Mr. Kapur has a BA in Economics (Honours) from St. Stephen's College (Delhi University) and an MBA with Distinction from the Thunderbird School of Global Management (Thunderbird). He was elected to the Executive Committee of the Singapore Private Equity and Venture Capital Association ( ). Sanjiv has been a Board member of investee company FabIndia and is currently a Board member of Ujjivan Financial Services Pvt Ltd. Master Class Director The course director is Mr. Arvind Mathur, Chairman, Private Equity Pro Partners. In his 33 year experience Arvind P. Mathur, CFA, FRM, has held a variety of senior executive positions, including Head, Capital Markets at the Asian Development Bank and senior capital market roles at Citi and Standard Chartered Bank. Arvind's experience encompasses both fund and direct investing in the emerging markets of Asia. Most recently, he has been instrumental in the creation, structuring and placement of several major funds, including The India Infrastructure Fund (close to US$1 billion), The Asian Infrastructure Fund (US$780 million), The Asian Infrastructure Mezzanine Capital Fund (US$265 million), The Asian Equity Infrastructure Fund (US$400 million), and the Infrastructure Development Finance Company (IDFC). He has been a member of investment committees and fund boards.his extensive experience has spanned all aspects of venture capital & private equity commencing from fund formation to investment to value addition to multiple types of exits. Arvind has done funds with the Asian Development Bank, the International Finance Corporation (IFC), CalPERS, La Caisse de Depot et Placement du Quebec, the Prudential Insurance Corporation of America and some of the leading institutional investors in Australia, Singapore, Malaysia and India. He promoted the theme of corporate governance in many of these funds, particularly those involving CalPERS and authored a number of articles on corporate governance.

6 Mr. Ajay Relan is one of the founding partners of CX Advisors LLP, an investment advisory firm. Prior to co-founding this firm, Mr. Relan was the head of CVCI in India, a position that he held since the inception of that business in India in Prior to this, Mr. Relan worked with several financial firms in multiple geographies, starting with Citi in 1976 and the last being the CEO of a Citiaffiliated brokerage firm, Citicorp Securities & Investments Ltd. Mr. Relan has served on the boards of several CVCI portfolio companies, such as HT Media, Yes Bank, i-flex and Progeon, among others. Mr. Relan earned a Masters in Business Administration from the Indian Institute of Management, Ahmedabad and a B.A. in Economics from St. Stephen's College, Delhi University where he was top ranked in the University. Mr. Rajesh Srivastava is the Chairman & Managing Director of Rabo Equity Advisors, which is a 51% subsidiary of Rabobank. The firm manages a US$120million private equity fund focused on food and agribusiness and anchored by Rabobank, with IFC, FMO, DEG, CDC and Capvent AG as the main investors. Before setting up the private equity business, he was Managing Director (Corporate & Commercial Banking) of Rabo India Finance. Concurrently, he was Regional Head, Asia for food and agribusiness for over 5 years. In Rabobank, he is credited with setting up several new products such as strategic advisory, renewable energy, carbon credits and micro finance. Before Rabobank, he was with Lazard India, handling venture capital. Starting his career with Bank of Baroda he now has over 30 years of experience in corporate and investment banking. Rajesh has been associated with environment and renewable energy domains for last over 10 years, being part of global teams in Rabobank. He sits on several national committees such as CII National Committees on Agriculture and Renewable Energy. He also sits on the Project Approval Committee of National Skills Development Corporation and several corporate boards sharing his vast experience.

7 3 rd Annual India Private Equity Convention % Role of PE & VC Tuesday, 29 th May, 2012 ITC Maurya, New Delhi & Master Class : Excellence in Private Equity Wednesday, 30 th May, 2012, Vivanta- by Taj, New Delhi DELEGATE REGISTRATION FORM I / we would like to attend / nominate the following: Day / Date Venue Amount Tuesday, 29 th May, 2012 Wednesday, 30 th May, 2012 ITC Maurya, New Delhi Rs. 4000/ Vivanta by Taj (Ambassador), New Delhi Rs. 10,000/ For both the Programs* Rs. 12,000/ Number of Delegates Name Designation Organisation Delegate 1 Delegate 2 Delegate 3 Address City Tel # Fax # Pin Code Mobile A Cheque/Demand Draft of Rs. (No.) dated drawn on Bank in favour of Venture Capital Association of India (VCAI) New Delhi is enclosed. Name & Designation of nominating authority (Signature) Online Payment : Inquiries , , FURTHER REGISTRATION OPTIONS: Name Mr. Ashiq Hussain Mr. Parag Tripathi By Fax: By By Phone: ashiq.hussain@assocham.com parag.tripathi@assocham.com PRIVATE EQUITY & VENTURE CAPITAL ASSOCIATION OF INDIA (PEVCAI) ASSOCHAM Corporate Office 1, Community Centre, Zamrudpur, Kailash Colony, New Delhi Ph: Fax: /82/98

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