History of Asit C Mehta Financial Services Ltd.

The Comp. was incorporated as a Public Limited Comp. in the name of Northern India Leasing Limited [NILLs] on 25th January, 1984, by Mr Sant Parkash Pawa & his associates. NILL went public in 1985 with an issue of 2.00 lakh Equity Shares of Rs.10/- each for cash at par. Mr. Virender K. Arora, Mrs. Deena A. Mehta & Mr. Ajoy Bijapurkar joined the Board of Directors in March 1991. In April 1991, the earlier Directors namely, Mr. Bishambar Das, Mr. Dalip Kumar & Mr. Yodhraj Singh resigned due to personal reasons resulting in the reconstitution of Board of Directors of Company. The name of Comp. was changed to Nucleus Securities Limited with effect from 8th July 1993, vide fresh certificate of incorporation, consequent to change of name, issued by Registar of Companies, Delhi & Haryana. In December 1993, Mr. Asit C. Mehta joined the Board & was appointed the Chairman in February 1994.

By & under the scheme of amalgamation framed under Sections 391 & 394 of Companies Act, 1956 & sanctioned by Honourable High Courts of Bombay & Delhi the entire undertakings of Nucleus Financial Services Private Limited, a Comp. incorporated under the Companies Act, 1956 & having its registered office at 12th Floor, Nirmal Building, Nariman Point, Bombay - 400 021 was transferred to, vested & amalgamated in NUCLEUS SECURITIES LIMITED with effect from 1st April, 1993. Certified copy of orders of above referred courts were filed on 27th May, 1994 & 8th October, 1994. Nucleus Financial Services Pvt. limited was promoted by Mr. Asit C. Mehta & Mrs. Deena Mehta & was engaged in the business of discounting bills, leasing/hire purchase & money changing business. The amalgamation of two companies was an outcome of concurrence of businesses carried out by two Companies.

Nucleus Securities Limited is a Non-Banking Finance Comp. registered with Reserve Bank of India vide their letter No.2602/05.1.5.3408/94-95 dated January 12, 1995. It must, however, be distinctly understood that in registering the Company, the Reserve Bank of India doesn't undertake any responsibility for financial soundness of Comp. or for correctness of any of statements made or any commitments made or opinions expressed. The Comp. has made an application to Reserve Bank of India at Delhi for re-classification as a Hire-Purchase & equipment Leasing Company.

The Comp. has already received permission to act as a Category i Merchant Bankers from SEBI vide their letter dated February 22, 1995. The Reserve Bank of India has transferred the license from NFSPL to the Comp. to operate as a Full Fledged Money Changer vide their endorsements on the original licenses dated 6th & 21st October 1992.

MAIN OBJECTS OF THE COMPANY

The main objects of Comp. as set out in the Memorandum of Association are:

1. To carry on & undertake the business of finance, hire purchases, leasing & to finance lease operations of all kinds, purchasing, selling, hiring or letting on hire all kinds of plant & machinery & equipment that the Comp. may think fit & to assist in financing of all & every kind & description of hire purchase or deferred payment or similar transactions & to subsidise finance assist in subsidising or financing the sale & maintenance of any goods, articles or commodities of all & every kind & description upon any terms whatsoever & to purchase of otherwise deal in all forms of immovable & movable property including land & buildings, plant & machinery, equipment, ships, aircraft, automobiles, computers & all consumers, & industrial items & to lease or otherwise deal with them in any manner including resale thereof regardless of whether the property purchased & leased be new & or used.

2. To advance deposit or lend money, securities & properties to or with any company, firm, person or association 'whether falling under the same management or otherwise', in accordance with & to the extent permissible under the provisions contained in Section 370 of Companies Act, 1956 with or without security & on such terms as may be determined from time to time. However the Comp. shall not carry on the business of Banking as defined under the Banking Regulation Act, 1949.

3. To carry out financing operations & perform financing services including factoring making of loans, both short & long term with provision for computer software.

4. To provide a leasing advisory/counselling service to other entities & or form the leasing arm of other entities.

5. To carry on the business of Merchant Banking & Port Folio Management subject to SECURITIES AND EXCHANGE BOARD OF INDIA [MERCHANT BANKINGs] Rules & Regulations 1992/and such other approvals as may be required from other authorities/subject to compliance of any other law in this regard, but not to carry on all or any part of Banking Business as contemplated by Reserve Bank of India Act/Banking Regulations Act 1949.'

6. To buy, sell, trade, exchange, deal, or otherwise engage in India or abroad in trade & investment instruments of all kinds & types, whether securitised or not, including shares, stocks, securities, debentures, bonds, cumulative convertible preference shares certificates of deposits, commercial paper, participation certificates, bills of exchange, letters of credit, promissory notes, cheques whether negotiable or not, currencies, drafts, travellers' cheques, all kind of units, coupons, warrants, options & such other derivatives, issued or to be issued by companies, governments, corporations, banks, co-operatives, firms, organisations, mutual benefit societies, in India or abroad & trade in either as principal, broker, agent, dealer, stockist, trader, consignee or any other capacity.

7. To barter, swap, borrow, lend, assure, underwrite, guarantee, give comfort for pledge, hypothecate, charge, mortgage, procure or mobilise funds for or arrange placement of or otherwise deal in stock securities, debt, commodity, foreign exchange, bullion, housing finance, futures & options, currencies, credit savings & loan & factoring of debt & any other financial services in India or abroad & deal in either as principal, broker, agent, dealer, stockist, trader, consignee or any other capacity.

8. To acquire membership, dealership, directorship, licences, permits, registration or such other positions in such Associations, Exchanges, Organisations & bourses in India & abroad carry on the businesses as members, dealers, licensee or any other capacity in any of these.

The Honourable Comp. Law Board has confirmed the amenedment & incorporation of objects clauses no. 5, 6, 7 and 8 in the Memorandum of Association vide its order dated December 7, 1994. The Comp. has received a certified copy of order of Board, subsequently filed it with Registrar of Companies, National Capital Territory of Delhi at New Delhi, on 24th February, 1995 & Registered by Registrar of Companies, National Capital Territory of Delhi & Haryana on 9th March, 1995.

PRESENT ACTIVITIES OF THE COMPANY

Nucleus Securities Limited is a diversified Financial Services Company, offering a wide range of financial services as detailed below.

Leasing & Hire Purchase

Through this activity the Comp. finances medium sized business. Funding in these activities is done through the company owned funds & through credit limits with commercial banks. The leased assets of Comp. as on March 31, 1994, was Rs. 120 lakhs.

Corporate Services

The Comp. has a strong presence in the fee-based Corporate Advisory Services. Drawing its knowledge & expertise from the vast experience & reputation of Mr. Asit C. Mehta, the Chairman, as one of largest money market traders in the Country, the Comp. advises a host of Corporates in this field. The services are rendered both in the form of assistance in raising short to medium term funds by placing instruments like Commercial Papers & Inter Corporate Deposits, or by helping to invest short to medium term surpluses in similar papers.

Foreign Exchange [Money Changings]

The exchange service division provides money changing facilities to inbound & outbound passengers at two primary locations in Bombay. The Comp. has established this service in record time & handles large volume of variety of currencies & traveller cheques.

Research & Advisory Services

This activity involves carrying out Comp. & industry specific studies for in-house use & for specific client use. A fortnightly news letter, 'Nucleus Views', published by Comp. includes industry studies, capital market recommendations & a review of happenings in the stock markets. The division is equipped with necessary computerised infrastructure.

Over The Counter Trading in Securities

Nucleus Financial Services Private Limited was empaneled by Over The Counter Exchange of India [OTCEIs] as a dealer. In view of merger of Nucleus Financial Services Private Limited with Nucleus Securities Limited, the Comp. has applied to OTCEI for transfer of registration in favour of Nucleus Securities Limited. Apart from broking, it is engaged in market making & trading in select scrips on the OTCEI.

Trading in Debt & other Securities

The Comp. is also engaged in trading in Debt Securities & Equities.

Merchant Banking

Nucleus Financial Services Pvt. limited was Category II Merchant Bankers registered with SEBI. NFSPL had acted as Co-Managers/Advisors to the Rights Issues of Associated Stone Industries [Kotahs] Limited, Geekay Exim [Indias] Limited & Hardcastle nd Waud Manufacturing Company Limited, & is associated as Co-Managers to the Public Issues of Arun Mantex Limited, Ramgopal Polytex Limited, Standard Capital Markets Limited & Kabsons Industries Limited. Besides, Nucleus Financial Services Pvt. limited had oftered underwriting in 22 Public Issues aggregating Rs. 524.80 Lakhs. SEBI has already authorised NSL to act as a Category i Merchant Banker as mentioned earlier in this Prospectus.

SUBSIDIARIES

The Comp. doesn't have any subsidiary company.

2004

-Nucleus Securities Ltd has informed that the management of Comp. has decided to close down the Money Changing operations at the following 8 branches: Ahmedabad, Infantry Road Bangalore, Chennai, Coimbatore, Pune, Secunderabad, Tiruchirapally & Trivandrum.

2006 -Nucleus Netsoft and GIS India Ltd has appointed M/s Intime Spectrum Registry Ltd [Intimes], Mumbai, as the new RTA in place of MCS Ltd whose registry business has been taken over by Intime.

2007