1. Vivekanand N Salimath Chairman IDF Financial Services Private Limted Bengaluru 560086 www.idf-finance.inwww.idf-finance.in vivekanand.salimath@gmail.comvivekanand.salimath@gmail.com +91 98452 47219 ORGANISATIONAL AND BUSINESS RESTRUCTURING FOR TRANSFORMATION 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: Minutes of Directors Meetings Minutes of Shareholders Meetings Directors Attendance Register Share Transfer Register Shareholders Register Register of Directors Register of Charges Statutory Registers to be maintained

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

10. SHG FEDERATION ORGANOGRAM Chair Person Vice Chair Person Elected Trustee Trustee (Finance) Trustee ( Operation)