MF Education Program @ Goa, India MFI-Transformation: Why, How and The Impact ORGANIZED BY SA-DHAN
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Transcript of MF Education Program @ Goa, India MFI-Transformation: Why, How and The Impact ORGANIZED BY SA-DHAN
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MF Education Program @ Goa, India
MFI-Transformation: Why, How and The Impact
ORGANIZED BY SA-DHAN
March 24-26, 2010
Presenter: Chandra Shekhar GhoshSenior Ashoka FellowChairman & Managing DirectorBandhan
Topic: Transformation & Double Bottom Line
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TRANSFORMATION
WHY?
Why does an MFI want to transform to an NBFC?
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WHY TRANSFORMATION?
To widen/broaden microfinance services to the unreached poor
To maintain Capital Adequacy Ratio
To minimize regulatory risks
To achieve confidence / comfort of lenders
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TRANSFORMATION
WHAT?
What is the MFI going to transfer?
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TRANSFORMATION OF WHAT?
Bank Loans Surplus
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TRANSFORMATION
HOW?
How is the MFI going to transfer?
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HOW TO TRANSFER ?
The above can be transferred in either of the following two ways:a)After full payment of existing loans in MFI, issue new loans to clients in NBFC
b)Loan portfolio + borrowers of all branches to be transferred in one go
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TRANSFER OF
There are basically three options to transfer the Bank Loans.
1. With permission from the bank (appropriate for outstanding of huge amount)
2. Pre payment of existing loan in MFI followed by sanction of fresh loan in NBFC (may be adopted where outstanding amount is small)
3. Enter into back-to-back agreement
Bank Loans
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TRANSFER OF
The MFI should carefully choose the mode of transfer of surplus. As such, it depends on certain factors:
Amount to be transferred
Present legal status of MFI
Surplus
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TRANSFORMATION
WHAT NOT?
What should an MFI not transfer?
MIND!!!
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TRANSFORMATION
STEPS
What are the various steps of transformation?
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STEPS INVOLVED IN TRANSFORMATION
Approval from the board of MFI
Depute experienced Consultant
Form a Committee internally to work on the transformation
Select appropriate methodology after analysis of available options
Seek legal opinion (in written) from reputed legal firm
Always take a second legal opinion
Board approval for mode of transformation
Share the issue in details with the management, proper orientation must be given
Finalize the date of transformation
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STEPS…CONTD Begin implementation – documents, printing materials , bank a/c opening
Preparation & execution of MoU
Formally apply to lenders for permission
Sign the Business Transfer Agreement (BTA)
Prepare B/S before & after transformation
Submit financials (after transformation) to lenders
Enter into new agreement with the lenders
Charge creation at ROC
Submit reports regularly to regulatory authorities
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TRANSFORMATION
CHALLENGES
What are the challenges an MFI faces during transformation process?
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CHALLENGES FACED
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TRANSFORMATION
LEARNINGS
What have been the major learnings?
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LEARNINGS Step-by-step documentation is a must
Always take legal opinion before taking any major step
Don’t forget to seek a second opinion
Always have proper planning (set time frame) to execute the steps
News to be shared externally only after final execution (with relevant supporting documents)
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LEARNINGS…CONTD
The entire process should be carried on in such a manner that it doesn’t affect the normal day-to-day activities
Ensure that all MFI bank accounts have been closed
Get the auditors / outsiders to check whether the execution at the field has been done correctly
Statutory auditor to remain the same throughout the process, preferably even after the transformation (for 1 year at least)
Appoint a spokesperson to talk on the transformation plan
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TRANSFORMATION
IS POSSIBLE
It is a long and tedious process but can be completed with the hard work of the team
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EQUITY
WHY?
What were the reasons for getting external equity?
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REASONS FOR EQUITY
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INITIAL APPREHENSIONS
What, why, when, how….?!
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APPREHENSIONS
Since it was a first round of equity for Bandhan, we had our own pre - conceived notions, worries and questions.
Worry of private equity players
Hold on to the organization’s mission
Whether the organization will be able to get desired valuation
Great concern about push for huge return
Building competence of the team
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CHOICE OF INVESTORS
Who & why?
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INSTITUTIONAL Vs PRIVATE
INSTITUTIONAL
Strategic
Long term
Creates value
Less interruption in day-to-day management
More transparent
PRIVATE
Faster
Higher valuation
Higher return
More professional approach
Very tactful
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MAKING THE RIGHT CHOICE
From Day 1, the following strategy was set.
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PREPARATIONS DONE
What all?
Raising equity involves a huge process
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STEP-BY-STEP PROCESS
Preparation of Strategic Business Plan (SBP) for 3-5 years
Analysis of equity requirement from the SBP
Discussion of the same at the Board for necessary suggestion and final approval
Selection of right Arranger (if need be)
Develop an internal team (operationally & financially sound) to work exclusively on this
Keep the recent financial report readily available
Prepare a good presentation & Information Memorandum (IM) to be made to potential investors
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PROCESS…..CONTD.
Collect market information (including investor details)
Prepare set of documents viz. financials, trend analysis, performance analysis, ratio analysis, MOA, projection
Post Non-Disclosure Agreement (NDA), information sharing
Road show - meeting potential investors
Prepare documents for due diligence
Organize site visit
Start negotiation
Obtain valuation from the investor
Final negotiation on term sheet
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PROCESS….CONTD
Board approval
Execution of documents – after necessary legal vetting
Increase in authorized capital, if required
Final infusion and allotment
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CHALLENGES FACED
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NEGOTIATION Major point of negotiation / disagreement
always remains the valuation.
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POINTS OF NEGOTATION
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NEGOTIATION TIPS
Remember that everything is negotiable
Aim your aspirations high
Never accept the first offer
Put what you have agreed on in writing
Be cooperative and friendly, Avoid abrasiveness, which often breaks down negotiations
Information is power – get as much as possible
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COMMON QUESTIONSGenerally the investors will have lots of questions on the following.
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EXPERIENCE
During the process, we learnt each day. Each meeting / dealing was a new experience. However, after all the struggle, post investment experience can be defined as follows.
An ideal investment in the MF space
Appropriate choice of investor
Example set for all the other players in the sector
A very good and learning experience, worth the time invested
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SUGGESTIONS
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FUTURE PLANS
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Bandhan Ownership Pattern
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THANK YOU
FOR YOUR ATTENTION For more information on Bandhan,
Log on to www.bandhanmf.com