Investors

  • Investors
  • Board of Directors
  • Corporate Governance Philosophy
  • Compliance with Corporate Governance
  • Fair Practice Code
  • Policies
  • Annual Reports
  • Financial Results
  • Shareholding Patterns
  • Public Issue
  • Code of Conduct
  • Divident Payment History
  • Investor Information
  • Notice of Candidature u/s 160 of Companies Act 2013
  • Notice of General Meeting
  • Proceedings of General Meetings
  • Other Statutory Communications

INVESTORS

Corporate Governance Philosophy

The company’s philosophy on corporate governance is aimed at:

A. Increasing long term shareholders by:

  • Assisting the top management in taking sound business decisions
  • Prudent financial management

B. Achieving transparency and professionalism in all decisions and activities of the company.

C. Achieving excellence in corporate governance by:

  • Confirming to prevalent guidelines on corporate governance wherever possible, and excelling in the same
  • Reviewing periodically the existing systems for further improvement

BOARD OF DIRECTORS
  • KUMUD RANJAN MOHANTY – Managing Director
  • SHAILENDRA APTE – Director
  • SURAJIT SARKAR – Director
  • SWATI SAHUKARA – Independent Director
  • PARAG SHAH – Independent Director
Following Directors resigned from the Board :
  • SARLA BAGRI w.e.f 5th August, 2015
  • UTTAM BAGRI w.e.f 5th August, 2015
  • BHARAT BAGRI as Whole Time Director w.e.f 5th August, 2015
  • SANDEEP KOTHARI w.e.f 10th March, 2015
  • SURESH AHIYA w.e.f 27th September, 2014
  • NARAYAN KRISHNAN w.e.f 31st August, 2018

CORPORATE GOVERNANCE PHILOSOPHY

THE COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE

Company’s philosophy on Corporate Governance is to achieve business excellence, enhance long term values for its stakeholders, maintain excellent relations across all levels and proper compliance with all applicable legal and regulatory requirements. We believe that Corporate Governance is a journey to constantly improving sustainable value creation and is an upward moving target. In its endeavor to achieve higher standards of governance by adopting the best emerging practices, the company not only adheres to the prescribed corporate governance practices in terms of the regulatory requirements but is also committed to sound corporate governance principles and practices.

  • Constitution of the Board of Directors, comprising of an ideal mix of independent and non independent directors, all people with the highest degree of integrity and professionalism, who discharge their responsibility in the best interests of the company.
  • Ensuring a timely and accurate flow of information at various organizational levels in general and to the Board and its various committees in particular.
  • Independent verification of the company’s financial reporting systems and safeguarding integrity thereof.
  • A sound system of risk management and internal controls with adequate safeguards and alarm systems.
  • Fair and equitable treatment of all its stakeholders, including employees and shareholders.
  • Compliance with all applicable laws, rules and regulations, not only in letter but also in their spirit.

 

COMPLIANCE WITH CORPORATE GOVERNANCE

Financial YearQ – 1Q – 2Q – 3Q – 4

2013-14
2012-13
2011-12      

Note – Compliance with provisions of Corporate Governance Norms Clause 52 are not mandatory on us as SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014

Fair Practice Code

POLICIES

Letter of appointment to Independent Director-19.09.16-Mr. Parag Shah
Letter of appointment to Independent Director-19.09.16-Mrs. Swati Sahukara
NOMINATION & REMUNERATION POLICY
RISK MANAGEMENT POLICY
FAMILIARISATION PROGRAMME OF IDS
FRAMEWORK FOR SEPERATE MEETING OF IDS
FAIR PRACTICE CODE
POLICY ON MATERIALITY FOR DISCLOSURES
POLICY ON PRESERVATION OF DOCUMENTS AND ARCHIVAL OF RECORDS
VIGIL MECHANISM POLICY
RELATED PARTY TRANSACTIONS POLICY

ANNUAL REPORTS

Financial YearAnnual Reports

2019-20
2018-19
2017-18
2016-17
2015-16
2014-15
2013-14
2012-13
2011-12
2010-11

FINANCIAL RESULTS

Financial Year As on 30th September As on 31st March
2019-20
2018-19
2017-18
2016-17
2015-16
2014-15
2013-14
2012-13
2011-12

SHAREHOLDING PATTERN

Financial YearAs on 30th SeptemberAs on 31st March

2019-20
2018-19
2017-18
2016-17
2015-16
2014-15
2013-14
2012-13
2011-12

PUBLIC ISSUE

PROSPECTOUS OF BCB FINANCE LIMITED

PYXIS FINVEST LIMITED(FORMERLY KNOWN AS BCB FINANCE LIMITED)

CODE OF CONDUCT FOR DIRECTORS AND MEMBERS OF SENIOR MANAGEMENT
PREFACE

This Code of Ethics / Conduct intends to ensure adherence to highest business and ethical standards while conducting the business of the Company and compliance with the legal and regulatory requirements, including compliance of rules and regulations framed by the Securities and Exchange Board of India (SEBI) and other statutory and regulatory authorities. The Company values the ethical business standards very highly and intends adherence thereto in every segment of its business.

APPLICABILITY

This code of conduct shall apply to the directors and members of the senior management of Pyxis Finvest Limited (formerly known as BCB Finance Limited) (referred to hereinafter the Company). For this code, members of the senior management (hereinafter referred to as `senior managers’) shall mean those personnel of the company, who are members of the core management team, Directors and senior managers shall observe the highest standards of ethical conduct and integrity and shall work to the best of their ability and judgment. Directors and senior managers shall be governed by the rules and regulations of the company as are made applicable to them from time to time. Directors and senior managers shall affirm compliance with this code on an annual basis as at the end of each financial year.

CODE OF CONDUCT:
  • to act in accordance with the highest standard of personal and professional integrity, honesty and ethical conduct in the discharge of duties and promote professionalism in the Company;
  • to observe and guide the Company in maintaining highest degree of Corporate Governance;
  • to stay abreast of the affairs of the Company and be kept informed of the Company’s compliance with relevant laws, rules and regulations;
  • to exercise independent judgment on issue of strategy, performance, policy matters, etc.;
  • to maintain confidentiality of the Company’s business;
  • to observe the Code of Conduct for Prevention of Insider Trading and to strictly abide with all disclosure norms prescribed under the SEBI (Prohibition of Insider Trading ) Regulations, 1992, as may be amended from time to time;
  • to make disclosures to the Board relating to all material, financial and commercial transactions, if any, where they have personal interest, that may have a potential conflict with the interest of the Company at large;
  • to avoid, in his official capacity, from entering into business with (a) a relative or (b) a private limited company in which he or his relative is a member or a director or (c) a public limited company in which he or his relative hold 2% or more of the paid-up share capital and (d) with a firm in which the relative is a partner, except with the prior approval of the Board, unless otherwise permitted by law. The term ‘relative’ shall mean ‘relative’ as defined in Section 2 (41) and Section 6 read with Schedule 1A to the Companies Act, 1956.
  • to avoid having any personal and/or financial interest in any business dealing concerning the Company;
  • to avoid any dealing with a contractor or supplier that compromises the ability to transact business on a professional, impartial and competitive basis or that may influence discretionary decision to be made by the Board members/Company;
  • not to hold any position or job or engage in outside business that is prejudicial to the interests of the Company;
  • not to exploit for their own personal gain, opportunities that are discovered through use of corporate property, information or position, unless the opportunity is disclosed fully in writing to the Board of Directors of the Company and the Board declines to pursue such opportunity and allows him to avail such opportunity that is perceived as intended, directly or indirectly to influence any business decision;
  • not to seek or accept, directly or indirectly, any gift from anyone having business dealings with the Company;
  • not to make any statement which has the effect of adverse criticism of any policy or action of the Government or of the Company or which is capable of embarrassing the relations between the Company and the public including all the stakeholders. Provided that nothing in this Clause shall apply to any statement made or views expressed by a Board member, which are purely factual in nature and are not considered as confidential, in his official capacity or in due performance of the duties assigned to him;
  • not to commit any offence involving moral turpitude; and to act in accordance with the highest standard of personal and professional integrity, honesty and ethical conduct in the discharge of duties and promote professionalism in the Company;
  • to observe and guide the Company in maintaining highest degree of Corporate Governance;
  • to stay abreast of the affairs of the Company and be kept informed of the Company’s compliance with relevant laws, rules and regulations;
  • Directors and senior managers shall ensure that they use the company’s assets, properties and services for official purposes only or as per the terms of appointment.
  • Directors and senior managers shall not receive directly or indirectly any benefit from the Company’s business associates, which is intended or can be perceived as being given to gain favour for dealing with the company.
  • Directors and senior managers shall ensure the security of all confidential information available to them in the course of their duties.
  • No director or senior manager, other than the designated spokespersons shall engage with any member of press and media in matters concerning the company. In such cases, they should direct the request to the designated spokespersons.
  • Directors and senior managers shall not engage in any material business relationship or activity, which conflicts with their duties towards the company.
  • Senior managers shall not, without the prior approval of the managing director of the company, accept employment or a position of responsibility with any organization for remuneration or otherwise.
  • The Code shall be reviewed from time to time for updation thereof. Any variation in the Code or any waivers from the provisions of the Code shall be approved by the Board and shall be disclosed on the Company’s website.
  • The Board shall have the powers to take necessary action in case of any violation of the code.

For Pyxis Finvest Limited (formerly known as BCB Finance Limited)

Sd/-Managing Director

TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS OF PYXIS FINVEST LIMITED (FORMERLY KNOWN AS BCB FINANCE LIMITED)
1. APPOINTMENT:

The Company has adopted the requirements under the provisions of Companies Act, 2013 including Rules and Regulations made there under and the Listing Agreement, as modified, amended or substituted from time to time and as may be applicable with respect to appointment and tenure of Independent Directors.

An Independent Director shall not be liable to retire by rotation in terms of the provisions of Companies Act, 2013.

An Independent Directors will serve for not more than two terms of five years each on the Board of the Company.

Appointment for the second term as an Independent Director shall be based on the recommendation of the Nominations & Remuneration Committee of the Board and subject to the approval of the Board of Directors (the ‘Board’) and of the Shareholders by way of special resolution. The re-appointment would be considered by the Board based on evaluation of the performance and further subject to satisfying the requisite criteria of Independence as specified in the Companies Act, 2013 and the Listing Agreement.

The appointment is also subject to the maximum permissible Directorships that one can hold as per the provisions of the Companies Act, 2013 and the Listing Agreement.

The term Independent Director should be construed as defined under the Companies Act, 2013 and the Listing Agreement.

2. COMMITTEES:

The Board may invite any of the Independent Directors for being appointed on one or more existing Board Committees or any such Committee that will be set up in the future. The appointment on such Committee(s) will be subject to the applicable provisions of the laws / regulations. The Board may reconstitute the composition of any/all the Committees, from time to time, and any such change shall be promptly communicated to the concerned Independent Director.

3. ROLE AND DUTIES:

The role and duties of the Independent Directors will be those as prescribed under the Companies Act, 2013 including Rules and Regulations made there under, and Listing Agreement, as modified, amended or substituted from time to time and as may be applicable. There are certain duties prescribed for all Directors, both Executive and Non- Executive, which are fiduciary in nature and are broadly as under:

  • Director shall act in good faith in order to promote the objects of the Company for the benefit of its members as a whole and in the best interest of the Company and all its stakeholders.
  • Director shall discharge their duties with due and reasonable care, skill and diligence.
  • Director shall not involve in a situation in which they may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the Company.
  • Director shall not achieve or attempt to achieve any undue gain or advantage either to themselves or to their relatives, partners or associates.
  • Director shall not unfairly obstruct the functioning of the Board or any Committee of the Board;
  • Director shall act within their authority and assist in protecting the legitimate interest of the Company, its shareholders, its employees and all other stakeholders;
  • Director shall abide by the ‘Code for Independent Directors’ as outlined in Schedule IV to the Companies Act, 2013
  • Director shall not disclose any confidential/privileged information of the Company, unless such disclosure is expressly approved by the Board or required by law;
4. REMUNERATION:

The Independent Directors will be paid such remuneration by way of sitting fees for meetings of the Board and its Committees as may be decided by the Board from time to time in accordance with the limits prescribed under the Companies Act, 2013 and rules made thereunder.

The sitting fees payable to the Independent Directors for attending the meetings of the Board or any Committee thereof shall be as approved by the Board of Directors of the Company from time to time within the permissible limits as prescribed under the Companies Act, 2013 and rules made thereunder.

5. REIMBURSEMENT OF EXPENSES:

In addition to the remuneration described above, the Company shall reimburse actual cost incurred for travel, hotel and other incidental expenses incurred by the Directors for participation in the meeting of the Board and Committees thereof in the performance of their role and duties.

6. BUSINESS CONDUCT AND ETHICS:

The Independent Directors are required to comply with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and the relevant provision under the Companies Act, 2013, including amendments made thereto.

Director’s obligation to maintain confidentiality shall survive even after termination or cessation of directorship with the Company.

7. INDUCTION AND DEVELOPMENT:

The Company shall, if required, conduct formal induction program for its Independent Directors which may include the following:

  • Board roles and responsibilities;
  • Company’s vision, core values and ethics;
  • Familiarization with Company’s management team and business operations;
  • Their roles, rights and responsibilities in the Company.

The Company shall, as may be required, support Directors to continually update their skills and knowledge and improve their familiarity with the Company and its business. The Company will also arrange for their training as and when required.

8. PERFORMANCE EVALUATION:

The performance of all the Directors and the entire Board shall be evaluated annually. Evaluation of Independent Directors shall be done by the Board and criteria for evaluation shall be determined by the Nomination & Remuneration Committee of the Board. The appointment/re-appointment/continuation of Independent Directors on the Board shall be subject to the outcome of the yearly evaluation process.

9. DISCLOSURES, CONFLICT OF INTEREST:

The Independent Directors, during their tenure of appointment are expected to promptly notify the Company of any change in the other Directorships and also provide such other disclosures and information as may be required under the applicable laws. Upon becoming aware of any potential conflict of interest with the position of Independent Directors of the Company, they should promptly disclose the same to the Chairman/Chairperson and/or the Company Secretary.

The Independent Directors, during the tenure of their appointment, should promptly provide a declaration to the Company under Section 149(7) of the Companies Act, 2013, upon any change in circumstances, which may affect the status as an Independent Director in addition to the annual disclosure.

10. TERMINATION:

An Independent Director may resign from his/her position at any time by serving reasonable written notice to the Board of directors.

Continuation of his/her appointment is contingent on his/her getting re-elected by the shareholders’ in accordance with provisions of Companies Act, 2013 and the Articles of Association of the Company, from time to time in force. He/she will not be entitled to compensation if the shareholders do not re-elect him/her at any time.

The appointment of Independent Directors may also be terminated or ceased in accordance with the provisions of the laws applicable to the Company and Articles of Association of the Company from time to time in force.

11. CHANGES IN PERSONAL DETAILS:

During the tenure of appointment, the Director shall promptly inform the Company Secretary or the Registrar of Companies in the prescribed manner of any change in address or contact details or personal details provided to the Company at the time of appointment.

12. GENERAL:

The appointment of Independent Directors is governed by and will be interpreted in accordance with Indian law and is subject to the provisions of the Companies Act, 2013, Listing Agreement as amended, modified or replaced by the statutory bodies including Securities and Exchange Board of India, Ministry of Corporate Affairs, etc.

Note: These are the general terms and conditions of appointment of Independent Directors which are subject to modification / amendment.

DIVIDEND PAYMENT HISTORY

Year Interim (%) Final (%) Total (%)
2011-12 2.5 2.5
2012-13 2.5 2.5 5
2013-14 2.5 2.5
2014-15

INVESTOR INFORMATION

INVESTOR CORRESPONDENCE ADDRESS

  • Mr. Deepesh Shah
  • Company Secretary & Compliance Officer
  • Secretarial Department
  • Pyxis Finvest Limited (formerly known as BCB Finance Limited)
  • Level 9 (Unit 801), Centrum House,
  • CST Road, VidyaNagari Marg,
  • Kalina, Santacruz (East),
  • Mumbai, 400098
  • Phone No.: +91-22-4215 9000
  • E-mail: cs@centrum.co.in
  • REGISTRARS & SHARE TRANSFER AGENTS
  • Purva Sharegistry (India) Private Limited
  • 9, Shiv Shakti Industrial Estate, J.R. Boricha Marg,
  • Off N.M. Joshi Marg, near Lodha Excelus,
  • Lower Parel (E), Mumbai- 400 011
  • Tel.: +91-22-2301 8261 / 6761
  • Fax: +91-22-2301 2517
  • Email: busicomp@vsnl.com
  • Website: www.purvashare.com

NOTICE OF CANDIDATURE U/S 160 OF COMPANIES ACT, 2013

ITISHREE GARG
RAHUL SINGH
SWATI SAHUKARA
PARAG SHAH
KAMALKUMAR DUJODWALA
RAHUL BHANDAWAT
SANDEEP KOTHARI

Notice of General Meeting

AGM NOTICE – 2020
AGM NOTICE – 2019
AGM NOTICE – 2018
AGM NOTICE – 2017
AGM NOTICE – 2016
NOTICE OF EGM – 25-May-2016
NOTICE OF EGM – 2016
AGM NOTICE – 2015
AGM NOTICE – 2014
AGM NOTICE – 2013
AGM NOTICE – 2012

PROCEEDING OF AGM – 26-Sep-2019
PROCEEDING OF AGM – 29-Sep-2018
PROCEEDING OF AGM – 29-Aug-2017
PROCEEDING OF AGM – 19-Sep-2016
PROCEEDING OF EGM – 25-May-2016
PROCEEDING OF EGM – 20-Jan-2016

Other Statutory Communications

Date Events PDF
14th Nov, 2019 Notice(Agenda) of Board Meeting
14th Nov, 2019 Outcome of Board meeting
29th May, 2019 Notice(Agenda) of Board Meeting
29th May, 2019 Outcome of Board meeting
14th Nov, 2018 Notice(Agenda) of Board Meeting
14th Nov, 2018 Outcome of Board meeting
30th May, 2018 Notice(Agenda) of Board Meeting
30th May, 2018 Outcome of Board meeting
14th Nov, 2017 Notice(Agenda) of Board Meeting
14th Nov, 2017 Outcome of Board meeting
27th Apr, 2017 Notice of Board Meeting
27th Apr, 2017 Outcome of Board meeting
7th Nov, 2016 Outcome of Board Meeting
7th Nov, 2016 Notice of Board Meeting
19th Sep, 2016 Proceedings of Annual General Meetings
27th Aug, 2016 Newspaper advt. dispatch of AGM notice
30th Jun, 2016 Outcome of Board Meeting
30th May, 2016 Outcome of Board Meeting
30th May, 2016 Notice of Board Meeting
28th May, 2016 Notice of Board Meeting
12th Apr, 2016 Outcome of Board Meeting
1st Jan, 2016 Details of the Event