|The company was incorporated as a Public Limited Company in the name of Northern India Leasing Limited (NILL) on 25th January, 1984, by Mr Sant Parkash Pawa and 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 and Mr. Ajoy Bijapurkar joined the Board of Directors in March 1991. In April 1991, the earlier Directors namely, Mr. Bishambar Das, Mr. Dalip Kumar and Mr. Yodhraj Singh resigned due to personal reasons resulting in the reconstitution of the
Board of Directors of the Company. The name of the Company was changed to Nucleus Securities Limited with effect from 8th July 1993, vide fresh certificate of incorporation, consequent to change of name, issued by the Registar of Companies, Delhi and Haryana. In December 1993, Mr. Asit C. Mehta joined the Board and was appointed the Chairman in
By and under the scheme of amalgamation framed under Sections 391 and 394 of the Companies Act, 1956 and sanctioned by the Honourable High Courts of Bombay and Delhi the entire undertakings of Nucleus Financial Services Private Limited, a company incorporated under the Companies
Act, 1956 and having its registered office at 12th Floor, Nirmal Building, Nariman Point, Bombay - 400 021 was transferred to, vested and amalgamated in NUCLEUS SECURITIES LIMITED with effect from 1st April, 1993. Certified copy of the orders of the above referred courts were filed on 27th May, 1994 and 8th October, 1994. Nucleus Financial
Services Pvt. Ltd. was promoted by Mr. Asit C. Mehta and Mrs. Deena Mehta and was engaged in the business of discounting bills, leasing/hire purchase and money changing business. The amalgamation of the two companies was an outcome of the concurrence of the businesses carried out by the two Companies.
Nucleus Securities Limited is a Non-Banking Finance Company 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 does not undertake any responsibility for the financial soundness of the Company or for the correctness of any of the statements made or any commitments made or opinions expressed. The Company has made an application to Reserve Bank of India at Delhi for re-classification as a Hire-Purchase and equipment Leasing Company.
The Company 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 company to operate as a Full Fledged Money Changer vide their endorsements on the original licenses dated 6th and 21st October 1992.
MAIN OBJECTS OF THE COMPANY
The main objects of the Company as set out in the Memorandum of Association are:
1. To carry on and undertake the business of finance, hire purchases, leasing and to finance lease operations of all kinds, purchasing, selling, hiring or letting on hire all kinds of plant and machinery and equipment that the Company may think fit and to assist in financing of all and every kind and description of hire purchase or deferred payment
or similar transactions and to subsidise finance assist in subsidising or financing the sale and maintenance of any goods, articles or commodities of all and every kind and description upon any terms whatsoever and to purchase of otherwise deal in all forms of immovable and movable property including land and buildings, plant and machinery,
equipment, ships, aircraft, automobiles, computers and all consumers, and industrial items and to lease or otherwise deal with them in any manner including resale thereof regardless of whether the property purchased and leased be new and or used.
2. To advance deposit or lend money, securities and properties to or with any company, firm, person or association 'whether falling under the same management or otherwise', in accordance with and to the extent
permissible under the provisions contained in Section 370 of the Companies Act, 1956 with or without security and on such terms as may be determined from time to time. However the Company shall not carry on the business of Banking as defined under the Banking Regulation Act, 1949.
3. To carry out financing operations and perform financing services including factoring making of loans, both short and long term with provision for computer software.
4. To provide a leasing advisory/counselling service to other entities and or form the leasing arm of other entities.
5. To carry on the business of the Merchant Banking and Port Folio Management subject to SECURITIES AND EXCHANGE BOARD OF INDIA (MERCHANT BANKING) Rules and 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 the 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 and investment instruments of all kinds and 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 and such other derivatives, issued or to be issued by companies, governments, corporations, banks, co-operatives, firms, organisations, mutual benefit societies, in India or abroad and 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 and options, currencies, credit savings and loan and factoring of debt and any other financial services in India or abroad and 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 and bourses in India and abroad carry on the businesses as members, dealers, licensee or any other capacity in any of these.
The Honourable Company Law Board has confirmed the amenedment and incorporation of the objects clauses no. 5, 6, 7 & 8 in the Memorandum of Association vide its order dated December 7, 1994. The Company has received a certified copy of the order of the Board, subsequently
filed it with Registrar of Companies, National Capital Territory of Delhi at New Delhi, on 24th February, 1995 and Registered by Registrar of Companies, National Capital Territory of Delhi and 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 and Hire Purchase
Through this activity the company finances medium sized business. Funding in these activities is done through the company's owned funds and through credit limits with commercial banks. The leased assets of the Company as on March 31, 1994, was Rs. 120 lakhs.
The Company has a strong presence in the fee-based Corporate Advisory Services. Drawing its knowledge and expertise from the vast experience and reputation of Mr. Asit C. Mehta, the Chairman, as one of the largest money market traders in the Country, the Company 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 and Inter Corporate Deposits, or by helping to invest short to medium term surpluses in similar papers.
Foreign Exchange (Money Changing)
The exchange service division provides money changing facilities to inbound and outbound passengers at two primary locations in Bombay. The company has established this service in record time and handles large volume of a variety of currencies and traveller's cheques.
Research and Advisory Services
This activity involves carrying out company and industry specific studies for in-house use and for specific client use. A fortnightly news letter, 'Nucleus Views', published by the company includes industry studies, capital market recommendations and a review of the 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 the Over The Counter Exchange of India (OTCEI) as a dealer. In view of merger of Nucleus Financial Services Private Limited with Nucleus Securities Limited, the company has applied to OTCEI for transfer of registration in favour of Nucleus Securities Limited. Apart from broking, it is
engaged in market making and trading in select scrips on the OTCEI.
Trading in Debt and other Securities
The Company is also engaged in trading in Debt Securities and Equities.
Nucleus Financial Services Pvt. Ltd. was Category II Merchant Bankers registered with SEBI. NFSPL had acted as Co-Managers/Advisors to the Rights Issues of Associated Stone Industries (Kotah) Limited, Geekay Exim (India) Limited and Hardcastle nd Waud Manufacturing Company
Limited, and is associated as Co-Managers to the Public Issues of Arun Mantex Limited, Ramgopal Polytex Limited, Standard Capital Markets Limited and Kabsons Industries Limited. Besides, Nucleus Financial Services Pvt. Ltd. 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.
The Company does not have any subsidiary company.
-Nucleus Securities Ltd has informed that the management of the company has decided to close down the Money Changing operations at the following 8 branches: Ahmedabad, Infantry Road Bangalore, Chennai, Coimbatore, Pune, Secunderabad, Tiruchirapally and Trivandrum.
-Nucleus Netsoft & GIS India Ltd has appointed M/s Intime Spectrum Registry Ltd (Intime), Mumbai, as the new RTA in place of MCS Ltd whose registry business has been taken over by Intime.
-Company name has been changed from Nucleus Netsoft & GIS India Ltd to Asit C Mehta Financial Services Ltd