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CFL Capital Financial Services Ltd. Company History and Annual Growth Details

YEAR EVENTS
1983 - The Company was incorporated on 23rd September, in the name of
Samudra Mahal Investments Ltd., promoted by Philips Carbon Black
Ltd. The Certificate of Commencement of Business was obtained
on 8th November.

- The Company's object is providing hire purchase finance and lease
finance for plant and machinery, office equipment and vehicles to
industrial undertakings, contractors etc. Also financing
purchase of consumer durables, motor vehicles and two wheelers.

- The Company entered into a 'Name Licence' agreement with Ceat
Ltd., having diverse interests in the fields of automotive tyres
and tubes, glass fibre, consumer electronics and nylon tyre cord.
Pursuant thereto, the name of the company was again changed to
Ceat Financial Services, Ltd., effective 29th January, 1990. It
is an RPG enterprise and as per a licence, agreement entered into
with them, used the RPG mark.

- The Company is presently engaged in the business of providing
hire purchase finance and lease finance for plant and machinery
office equipment and vehicles to industrial undertakings. It
also carries on the business of providing consumer credit to
finance the purchase of consumer durables etc. The Company also
commenced business of trading in securities and bills
discounting.

1986 - Name of the Company was changed to Samudra Leasing Ltd.,
effective 22nd May.

1990 - 170 No. of equity shares and 100 - 11% pref. shares taken up by
promoters, directors etc. 9,99,830 No. of equity shares of Rs.10
each were then issued at par of which 3,20,000 shares reserved
and allotted on a firm basis to Philcarb Investments and
Industries Ltd., on shore investments Ltd., Carnival Investment
Ltd., BNE Investments Ltd, another 79,800 No. of equity shares
reserved for preferential allotment to employees and directors of
the company and those of Phillips Carbon Black, Ltd., their
friends etc. but only 20,800 shares taken up. The balance
6,00,000 shares, along with 59,030 shares not taken up by
employees, etc. were offered to the public in August, 1986. (all
were taken up), pref. shares redeemable on or before 15th June
1998.

1991 - The Company had set up Merchant banking division. It also
proposed to enter into portfolio management service and OTC
membership, bills discounting.

- The company proposed to issue 57,15,000 - zero interest fully
convertible debentures of the face value not exceeding Rs.17 per
debenture as rights to the equity shareholders in the prop. 1
debenture : 1 equity.

- Another 19,05,000 - zero interest fully convertible debentures
of the face value not exceeding Rs.17 per debenture were to be
offered on a preferential basis to the group companies of the
promoters.

- Each debenture was to be converted into one equity shares of
Rs.10 each at a prem. not exceeding Rs.7 per share at the end
of 12 months from the date of allotment of debentures or earlier
as may be decided later.

- The Company proposed to issue 144,00,000 - zero interest fully
convertible bonds of the face value not exceeding Rs.25 per
debenture as under:

- (i) 59,50,426 debentures reserved for firm allotment to Ceat
Investments, Ltd., Ceat Finance Co. Ltd., CTI Investments, Ltd.,
Malabar Coastal Holdings, Ltd. and Atlantic Holdings Ltd., or
their nominees, Indian resident directors, their friends and
relatives and business associates.

- (ii) 14,40,000 debentures reserved for preferential allotment to
the shareholders of the group companies (unsubscribed portion
out of this quota was to be added to the public offer).

- (iii) 14,40,000 debentures reserved for preferential allotment
to Mutual Funds (unsubscribed portion of this quota was to be
added to the public offer).

- (iv) 20,800 debentures reserved for preferential allotment to the
employees (including Indian working directors)/workers of the
company (unsubscribed portion of this quota was to be added to
the public offer.

- (v) 55,48,774 debentures, along with the unsubscribed portions
of (ii), (iii) and (iv) above, were to be offered for public
subscription.

- Each debenture was to be converted into one equity share of
Rs.10 each at a prem. not exceeding Rs.15 per share at the end
of 12 months from the date of allotment of debentures.

- In the event of the company making a bonus issue of equity shares
prior to the allotment of equity shares resulting from the
conversion of debentures, the respective entitlements to equity
shares of the debenture holders shall stand augmented in the same
prop. in which bonus shares are issued.

- In the event of the company making a rights issue of securities
prior to the allotment of equity shares as resulting from the
conversion of the debentures, the debenture holders shall also
be offered securities as may be determined by the Board of
Directors.

- 6,500 No. of equity shares forfeited. These were reissued at par
subsequently.

1992 - In Feb. 21,00,000 rights equity shares offered at par (prop.
21:10). Additional 3,15,000 shares allotted to retain over
subscription. 20,00,000 No. of equity shares then issued for
cash at par of which 2,05,000 shares reserved for preferential
allotment to employees but only 26,500 shares taken up. The
balance 17,95,000 shares, along with 1,78,500 shares not taken
up by employees were offered to the public in February.
Additional 3,00,000 shares allotted to the public to retain
oversubscription.

2001 - The Company is hiving off its primary dealership business in government securities.

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