ORGANISATIONAL AND BUSINESS RESTRUCTURING FOR TRANSFORMATION

1. ORGANISATIONAL AND BUSINESS RESTRUCTURING FOR TRANSFORMATION Vivekanand N Salimath Chairman IDF Financial Services Private Limted Bengaluru 560086 www.idf-finance.invivekanand.salimath@gmail.com +91 98452 47219 Microfinance Education Programme @ Goa 24-26 March 2010

2. Issues in Transformation-1 • Incorporation or acquisition of NBFC • In case of acquired NBFC- amendment to MOA and AOA to make it fit for mICRO FINANCE • Valuation of existing mF portfolio • MOU between NGO and NBFC for transfer of portfolio • Business transfer agreement between NGO and NBFC for transfer of portfolio

3. Issues in Transformation-2 • Resolutions in the respective entities and other related formalities • Accounting related matters in both the organisations • RBI related procedures and legal issues • RoC related procedures and legal issues • Structure, governance and management of Community related issues

4. Issues in Transformation-3 • Resolutions in the respective entities and other related formalities • Business plan preparation • Capital structuring in the company • Transition management – dealing with lenders • Tax matters on the transfer of portfolio

5. Change in the name of the company • Approve the change of name and the names in a Board meeting • Apply in Form NO. 1A with the ROC • Secure the name desired • Write to RBI attaching the availability letter from ROC and secure their permission. • Conduct an EGM, with appropriate notice, as a special business and pass resolution approving the name and change of the same from the present to the new one. • File necessary returns with MCA in Form 23 • File other documents with Regional Director / RoC, for change in the name and secure fresh certificate of incorporation • Again apply to RBI, submitting the old NBFC CoR and secure a new One.

6. Company Law matters-1 • Appointment of full time company secretary when the issued capital crosses Rs. 2.00 crores • Appointment of full time managing director when the capital crosses Rs. 5.00 crores. • Formation of Asset Liability Management, Audit Committee and Remuneration Committees when the assets cross Rs. 50 Crores.

7. Company Law matters - 2 Statutory Registers to be maintained • Statutory Registers to be maintained: • Minutes of Directors Meetings • Minutes of Shareholders Meetings • Directors Attendance Register • Share Transfer Register • Shareholders Register • Register of Directors • Register of Charges

8. RBI Related Compliances To pass Board resolutions and take action. • Board resolution for Non Acceptance of Public Deposit • Adoption of KYC Norms • Adoption of Anti Money Laundering Act, 2000 • Appointment of designated officer and intimation of the same to the Intelligence Unit, at Samrat Hotel, New Delhi • File a copy of the said letter to RBI • Adoption of Fair Practice Code • Filing of Auditors Certificate for continuation of NBFI activities • To retain NBFC status, the company should have 51% of assets in NBFC assets and 51% of Income, and reduction need to be reported to RBI • The Net Owned Funds of the Company should not be less than Rs. 25.00 lacs and whenever such reduction happens the company should intimate RBI.

9. idf • Equity • SHG Feds • Promoters + Staff • Devpt Bankers • Social Investors • Loans • Com Banks • FIs • Devpt Bankers • Shareholders FUNCTIONAL , TECHNICAL & DEVELOPMENTAL ADVOCACY SUPPORT HELPS FORMING GROUPS IDFFSPL NBFC, for profit CAPITAL DIVIDEND LOAN DIRECTLY TO SHGS SHG FED SHG FED SHG FED SHG FED SHG FED GIVE BACK PROFITS ON CAPITAL PROVIDE CAPITAL CONTRIBUTION CLUSTERS SHGs

10. SHG FEDERATIONORGANOGRAM • Chair Person • Vice Chair Person • Elected Trustee • Trustee (Finance) • Trustee ( Operation)