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History of BCL Financial Services Ltd.

The Comp. was incorporated on 12th April 1988 as a Private Limited Comp. under the name & style of Bhaskar Credit Private Limited. Subsequently, by way of special resolution passed on 09.12.88 under section 44[is] of Act, it was converted into Public Limited Comp. & the name was changed to Bhaskar. Credit Limited & fresh certificate of incorporation consequent to change of name was obtained on 4th January 1989. In order to consolidate the similar activities carried on by various identical companies of teh same management under one Comp. with larger capital base, two other companies viz Surya Credit Limited [SCLs] & Manash Credit Limited [MCLs] were amalgamated with Bhaskar Credit Limited with effect from 1.4.1992 through a scheme of amalgamation sanctioned by Hon'ble High Court, Calcutta, vide orders passed in case No.83 of 1992 dated 21.09.92. THe Company name was changed once again from Bhaskar Credit Limited to BCL Financial Services Limited by a special resolution passed on 31.12.1992 & a fresh certificate of incorporation consequent upon change of name was obtained on 28.01.1993 persuant to section 23[is] of Act approving the change of name with effect from 25.01.93. Prior to amalgamation both SCL & MCL were engaged in the business of lease & hire purchase. The undertakings of SCL & MCL have been vested with the Comp. with effect from 1.4.1992. All the shares of SCL & MCL were held by promoters, their friends, relatives & associates who were in control & management of business.

MAIN OBJECTS OF THE COMPANY

The main objects of Comp. as set out in its Memorandum and Articles of Association are:

1. To carry on & undertake the business of financing including financing industrial enterprises, hire purchasing, leasing, 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, lease or deferred payment or similar transaction or financing the sale & maintenance of any goods, articles or commodities of all & every kind & description & to purchase or otherwise deal in all forms of movable & immovable property including land & building, plant and machinery, equipment, ships, aircraft, automobiles, computers & all consumers, commercial & industrial items & to lease or otherwise deal with them in any manner whatsoever including resale thereof & to act as lease brokers, managers of lease portfolios & to act as general financiers whether on security or otherwise.

2. To acquire by purchase, lease, exchange, hire or otherwise develop or operate land, buildings & hereditaments of any tenure or description including agricultural land, mines-quarries, tea or coffee gardens, farms, gardens, orchards, groves plantations & any estate or interest therein & any right over or connected with land & building so situated & developed to turn the same to Acc. as may seem expedient & in particular by preparing, building, decorating, furnishing and maintaining hotels, rooms, flats, house, restaurants, markets, shops, workshops, mills factories, warehouses, cold storages, hostels, gardens, swimming-pools, play grounds, buildings & conveniences of all kinds. 3. To carry on the business of merchant banking in all its aspects, to act as managers to issues & offer whether by way of public offers or otherwise of shares, stocks, debentures, bonds, units, participation certificates, deposit certificates, notes, bills, warrants or any other instruments whether or not transferrable or negotiable, commercial or other paper or scrips [hereinafter collectively referred to as 'securities's] to act as agents of & or dealers in securities in the course of merchant banking business, to act as discount house for any of securities, to act as financial consultants, joint managers, lead managers, co-managers, advisors & counsellors in investment & capital markets, to underwrite, subunderwrite or to provide stand-by or procurement arrangements, to issue guarantees or to give any other commitments for subscribing or agreeing to subscribe or procure or agree to procure subscription for securities, to act as portfolio managers and to manage portfolio investments, to provide financial & investment assistance for purposes herein, to act as issue house, registrars to issue, transfer agents for securities, to manage & administer computer centres & clearing houses for securities, to form syndicates or consortium of manager, agents & purchasers for of if any of securities & other financial securities & instruments, to syndicate financial agreements including underwriting whether in domestic market or in international market & whether by way of loans or guarantees or export & yarn credits, & other commercial papers, to accept, discount & deal in & to arrange and/or co-ordinate documentation & negotiation in this regard, to make investments of all kinds & generally to render all kinds of financial services, whether fund-based or non-fund based.

4. To give advise and/or to offer, give, take circulate or otherwise organise, accept or implement andy takeover bid, buy out deals, mergers, amalgamations, acquisitions, diversitication, rehabilitation or restructuring of any business, partnership firm or any other association of persons, whether incorporated or not by acquisition of shares or assets & liabilities & whether as a going concern or as a part of the concern or otherwise as may be required having regard to, business exigencies & to promote, procure incorporation, formation or setting up of concerns & undertakings whether as Comp. body corporate, partnerships or any other association of persons for engaging in any industrial, commercial or business activities.

5. To set up, incorporate, manage, provide and/or participate in providing venture capital, technology fund, underwriting fund or any other fund for seed capital, risk capital, foundation, including giving guarantee or such other financial assistance as may be conducive for development of new enterprises, innovative methods of production & development of existing & new technology, to identify projects, project ideas, to prepare project profiles, project reports, market research, feasibility studies & reports, pre investment studies & investigation of industries on micro & macro level, to undertake appropriate service to indentify scope or potential for economic and industrial development in any particular geographical area of location whether in India or abroad, to act as Lead Managers in respect of project assignments by undertaking follow up, supervision & co-ordination work at the instance, behest or on behalf of banks, financial institutions, companies, bodies corporate & to monitor the same to the satisfaction of management, to act as advisor in the management of undertakings, business enterprises, offices, trade occupations & professions by introducing modern techniques & systems & render all assistance as may be considered necessary including with regard to foreign collaboration, economic size, sources of plant and machinery & other utilities for business entrepreneurs, to undertake the services of project monitoring, project counselling & all allied activities.

6. To act as administrative or managers or advisors of any investment trusts or funds including any mutual funds, growth funds, income or capital funds, taxable or tax-exempt funds, provident funds, pension funds, gratuity funds, superannuation funds, charitable funds & unit trusts or consortia to act as trustees for bond holders, debenture holders, & other purposes here in mentioned, to carry on the business of portfolio management & advise & manage investments of clients, to act as investment advisors, managers & custodians.

AMALGAMATION

M/s. Surya Credit Limited & Manash Credit Limitd, registered in the State of W. Bengal, have been merged with Bhaskar Credit Limited vide order dated 21.09.92 of Hon'ble High Court, Calcutta pursuant to sections 391,392,393 and 394 of Act in Comp. Petition No.212 of 1992. The name of Bhaskar Credit Limited stands changed to BCL Financial Services Limited with effect from 25.01.1993.

The detailed particulars of transferor companies are as follows:

As] SURYA CREDIT LIMITED

THe Comp. was incorporated on 07.11.1988 under Part IX of Act in the State of West Bengal as a Private Limited Comp. & was converted into a Public Limited Comp. on 04.12.1989. The Comp. was engaged in business of Lease & Hire Purchase. Assets of Comp. were revalued on 26.06.92 based on estimated market value for purpose of amalagmation. The value of these assets before revaluation was Rs.5,75,865 & after its revaluation was Rs.39,43,800 & as such, there is an appreication in the value of its assets to the extent of Rs.33,67,935 with effect from 31.3.92.

Bs] MANASH CREDIT LIMITED

The Comp. was incorporated on 14.02.1989 under Part IX of Act in the State of West Bengal as a Private Limited Comp. & was converted into a Public Limited Comp. on 21.22.1989. The Comp. was engaged in the business of Lease & Hire Purchase. Assets of Comp. were revalued on 28.05.92 based on estimated market value for purpose of amalgamation. The value of these assets before revaluation was Rs.7,94,802 & after its revaluation was Rs.31.42,000 & as such, there is an appreication in the value of its assets to the extent of Rs.23,47,198 with affect from 31.3.92.

The assets of Bhaskar Credit Limited were also revalued on 26.06.92 based on estimated market value for purpose of amalgamatin. The value of its assets before revaluation was Rs.4,64,743 & after its revaluation was Rs.30,52,140 & as such there is an appreciation in the value of its assets to the extent of Rs.25,87,397 with effect from 31.3.92.

The assets of transferor companies & also the transferee Comp. were revalued by Mr. J.K. Saha, Chartered Engineer & Registered Valuer. The ratio of exchange of shares was arrived at by M/s. Manoj Kumar Banthia, chartered Accountants, Calcutta. None of these shares were quoted in any Stock Exchange. As per recommendation of M/s. Manoj Kumar Banthia, based on average values of shares of respective companies arrived at considering net asset value & profit earning capacity of respective shares, every Equity Share-holder of boht the transferor companies has been allotted 4 equity shares of Rs.10 each as fully paid-up in the Capital of Comp. for every 5 equity shares of Rs.10 each as fully paid held in the transferor companies. THe exchange scheme was approved by Hon'ble High Court, Calcutta as per order dated 21.09.92 with effect from 01.04.1992. THe scheme of amalgamation & the ratio exchange of Equity Shars were approved by members of Surya Credit Limited, Manash credit limited & Bhaskar Credit Limited at the Extra Ordinary General Meetings of respective companies, all of which were held on 23.05.92. The entire equity capital of transferor companies was fully paid up in cash prior to amalgamation.

SALIENT FEATURES OF AMALGAMATION:

as] All the properties, whether moveable or immoveable, right, title & interest & powers of Manash Credit Limited & Surya Credit Limited shall, with effect from effective date, stand vested in & transferred to Bhaskar Credit Limited, without any further act or dead.

bs] Bhaskar Credit Limited undertakes to meet, satisfy & discharge all the liabilities & obligations of manash credit limited & Surya Credit Limited in respect of their respective financing business, whether disclosed or not & whether accrued or not.

cs] If any suit, appeal, arbitration or other proceedings of whatsoever nature [hereinafter called 'The proceedings's] by or against Manash Credit Limited & Surya Credit Limited be pending, the same shall not abate, be discontinued or be in any wasy prejudical to affect the rights of said Manash Credit Limited & Surya Credit Limited by reason of transfer and/or amalgamation. The proceedings including those by the Creditor may be continued, prosecuted & enforced by or against the Bhaskar Credit Limited in the same manner & to the extent as it would be or might have been continued, prosecuted or enforced by or against said Manash Credit Limited & Surya Credit Limited, if the scheme has not been made.

ds] Subject to the other provisions of this scheme all contracts, bonds, deeds, agreements, quotas, licences, registration certificates & all documents & instruments of whatsoever nature to which the said Manash Credit Limited & Surya Credit Limited are parties or are entitled to inspect & all their financing business or other businesses as provided under the objects clause of subsisting Memorandum & Articles of Association whether or not shall have the same effect from the effective date & shall remain in full force & effect against or in favour of Bhaskar Credit Limited & may be enforced as fully & effeciently as it instead of Manash Credit Limited & Surya Credit Limited, Bhaskar Credit Limited has been a party to or entitled thereto.

es] Upon the merger & amalgamation of said Manash Credit Limited & Surya Credit Limited into Bhaskar Credit Limited & upon the scheme becoming effective, Bhaskar Credit Limited shall in consideration of such merger & amalgamation issue & allot to the existing shareholders of Manash Credit Limited & Surya Credit Limited whose names appear in the list of Shareholders on the effective date Equity Shares of face value of Rs.10/- each of said Bhaskar Credit Limited as fully paid up Equity Shares in the ratio of four Equity Shares of Bhaskar Credit Limited for every five Equity Shares in Manash Credit Limited & Surya Credit Limited.

PRESENT BUSINESS OF THE COMPANY

The Comp. is a non-banking financial Comp. & is governed by Non-Banking Financial Companies [Reserve Banks] Directors, 1977 as amended by subsequent directives issued on 12.5.93 by RBI. THe Comp. is engaged since its incorporation in the business of providing assets under Lease & Hire Purchase Finance. The assets for such financing are at present restricted to vehicles, plant and machinery, equipments & computers.

2000 - Crisil has suspended the ratings assigned to the fixed deposit programmes of Allianz Capital & Management Services Ltd, BCL Financial Services limited & Aravali Securities & Finance Ltd.