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Photon Capital Advisors Directors Report, Photon Capital Reports by Directors
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Photon Capital Advisors

BSE: 509084|ISIN: INE107J01016|SECTOR: Finance - Investments
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Directors Report Year End : Mar '14    Mar 13
The Members of
 
 PHOTON CAPITAL ADVISORS LIMITED
 
 The Directors are pleased to present the 29th Annual Report together
 with Audited Accounts of the Company for the year ended 31st March,
 2014.
 
 FINANCIAL RESULTS                                   (Rs. in Lakhs)
                                      Standalone          Consolidated
 PARTICULARS                      2013-14    2012-13           2013-14
 
 Income from operations            169.23      20.40            169.23
 
 Other Income                       16.50      78.88             19.12
 
 Expenditure                       363.64   1,170.03            365.83
 
 Profit/(loss) before tax        (181.04) (1,074.26)          (180.68)
 
 Provision for tax                (50.60)   (340.57)           (50.43)
 
 Profit/(loss) after tax         (130.44)   (733.69)          (130.24)
 
 
 REVIEW OF OPERATIONS
 
 The major event that affected equity markets this year was the Indian
 election. A few months prior to the election the market dropped
 precipitously. As soon as indications started appearing that a more
 right-leaning government had a good chance of winning the election, the
 markets began a rally. This volatile environment led us to believe that
 there were very few trading opportunities. So we mostly abstained from
 trading. However, we are always considering and evaluating trading
 opportunities that might develop.
 
 SUBSIDARIES:
 
 During the year, the Company has acquired an equity interest of 49.5%
 on 27th March 2014 in Soven Management Associates Private Limited
 (Soven). Since one of the Directors of the Company can control the
 composition of Board of Directors of Soven, the equity interest so held
 has been consolidated as per the applicable Accounting Standards.
 
 Your Board of Directors has reviewed the affairs of the Subsidiary
 Company and included the audited consolidated financial statements for
 the financial year 2013-14 in this Annual Report as required under
 Section 212 of the Companies Act 1956 read with Circular No. 2/2011
 dated February 8, 2011.The Statement pursuant to Section 212 of the
 Companies Act, 1956, highlighting the summary of the financial
 performance of our subsidiaries is annexed to this report.
 
 MANAGMENT DSICUSSION AND ANALYSIS:
 
 Industry Structure and developments:
 
 There have been no substantial changes in the NBFC industry as a whole.
 
 Opportunities and threats:
 
 The new government at the centre appears to be more business friendly
 but it is not clear what policies it is likely to follow. Until
 policies are more clearly articulated by the government it is difficult
 to analyze the opportunities and threats in this market.  However, old
 issues such as a persistently high level of inflation, high deficits
 and slow down of the economy continue to remain issues. However, the
 dramatic decline in the Indian rupee against the dollar will create
 some opportunities. We are particularly hopeful that infrastructure
 development in India will pick up. This can create dramatic equity
 investment and trading opportunities.
 
 Outlook:
 
 The exact policy direction of this government is not clear. Therefore
 it is difficult to ascertain the outlook. However, it appears to be
 broadly more investment and business friendly than the former. So our
 hope is that the economy will see a revival. But given that there has
 been very little policy communication from this government, we cannot
 speak with certainty about the outlook.
 
 Risks and concerns:
 
 Your Company has continued to minimize risks from external factors and
 has constantly preferred and adopted methods and systems in its
 economic activities with low element of risk. In the current and future
 years, your company will further strengthen and bolster its efforts to
 minimize or negate all risk factors. However, external factors of
 foreign currencies and impact of global slowdown, currency corrections
 of other large growing economies do cause concern to all enterprises
 and your company does consider this as a concern. Nevertheless, such
 factors will be dealt with caution and adequate foresight.
 
 DIVIDEND:
 
 As the company incurred loss during the financial year 2013-14, your
 Board of directors do not recommend any dividend.
 
 PUBLIC DEPOSITS:
 
 Your company has not invited and accepted any deposits falling within
 the meaning of Sec.58A of the Companies Act, 1956 read with the
 Companies (Acceptance of Deposits) Rules, during the financial year
 under review.
 
 BOARD OF DIRECTORS:
 
 Appointment of Mrs. Sobha Rani Nandury (DIN : 00567002) as a director
 
 Pursuant to Section 152 of Companies Act, 2013, the Board, in a view to
 expand the Board and to comply with the provisions of new Companies
 Act, 2013, recommends the appointment of Mrs. Sobha Rani Nandury as the
 Director of the Company in the ensuing Annual General Meeting, liable
 to retire by rotation.
 
 Appointment of Mrs. Suchitra Nandury (DIN : 00568167) as a director
 
 Pursuant to sec 161 of the Companies Act, 2013, in a view to expand the
 Board and to comply with the provisions of new Companies Act, 2013 the
 Board appointed Mrs. Suchitra Nandury, as an additional Director of the
 Company, w.e.f. 29.05.2014 to hold office up to the ensuing Annual
 General Meeting. The Board of Directors recommend her infusion into the
 Board, as a Director of the Company in the ensuing Annual General
 Meeting, liable to retire by rotation.
 
 Appointment of Mr. V. R. Shankara (DIN: 00041705) and Mr. Narasimha Rao
 Joga (DIN: 00024260) as independent directors
 
 Pursuant to Section 149 of Companies Act, 2013, Mr. V. R. Shankara and
 Mr. Narasimha Rao Joga will retire in the ensuing Annual General
 Meeting and being eligible seek re-appointment. The Board of Directors
 recommend their re-appointment.  Sub-section (10) of Section 149 of the
 Companies Act, 2013, provides that Independent Directors shall hold
 office for a term of 5 consecutive years on the Board of the Company,
 and shall be eligible for re-appointment of the said term only by
 passing a Special Resolution by the shareholders of the Company.
 
 DIRECTORS RESPONSIBILITY STATEMENT :
 
 Pursuant to the provisions of Sec.217 (2AA) of the Companies Act, 1956
 the Board of Directors of your Company hereby certify and confirm that:
 
 1.  In the preparation of the Annual Accounts, the applicable
 accounting standards have been followed along with proper explanation
 relating to material departures;
 
 2.  The Directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company at the end of the financial year and of the loss of the
 Company for that period;
 
 3.  The Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 ( to the extent applicable) and
 the Companies Act, 2013 ( to the extent notified) for safeguarding the
 Assets of the Company and for preventing and detecting fraud and other
 irregularities;
 
 4.  The Directors have prepared the Annual accounts on a going concern
 basis.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
 EARNINGS AND OUTGO:
 
 The required information as per Sec.217 (1) (e) of the Companies Act
 1956 is provided hereunder:
 
 CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
 
 The Company has been continuously making efforts to reduce energy
 consumption. The management is striving to achieve cost reduction by
 economical usage of energy and to bring a general awareness about
 energy conservation among employees.
 
 FOREIGN EXCHANGE EARNINGS AND OUTGO:
 
 Earnings in Foreign Currency : Nil
 
 Expenditure in Foreign Currency : 2,33,780/-
 
 PARTICULARS OF EMPLOYEES:
 
 No employee of the Company was in receipt of remuneration in excess of
 the limits as laid down under Sec.217 (2A) of the Companies Act, 1956
 read with the Companies (particulars of Employees) Rules, 1975.
 
 STATUTORY AUDITORS:
 
 M/s. K. Vijayaraghavan & Associates, Chartered Accountants, Hyderabad,
 the present statutory auditors of the Company hold office in accordance
 with the provisions of the Companies Act, 1956, upto the conclusion of
 the ensuing annual general meeting and are eligible for re-appointment.
 A written consent letter and certificate under section 139(1) of the
 Companies Act, 2013 have been received from them. The Board of
 directors recommends their re-appointment for a period three years.
 
 CORPORATE GOVERNANCE:
 
 As a listed company, necessary measures have been taken to comply with
 the listing agreement with the Bombay Stock Exchange Ltd, Mumbai. A
 report on Corporate Governance, along with a certificate of compliance
 from the Auditors, forms part of this Report as Annexure.
 
 SECRETARIAL AUDITORS:
 
 During the year under review, the Board has appointed M/s. SGP &
 Associates, Company Secretaries as Secretarial Auditors for issuing
 Compliance Certificate in terms of Section 383A of the Companies Act,
 1956 for the financial year 2013 - 2014. A copy of the Compliance
 Certificate is annexed to this report.
 
 ACKNOWLEDGEMENTS:
 
 Your Directors gratefully acknowledge the support and co-operation
 extended by all the shareholders, customers, bankers, mutual funds,
 share brokers to your company during the year and look forward to their
 continued support.
 
 Your Directors also place on record their appreciation of the
 dedication and commitment displayed by the employees of the company.
 
                                        //On behalf of the Board//
                                   For PHOTON CAPITAL ADVISORS LIMITED
 
                                Sd/-                    Sd/- 
                          V R SHANKARA            TEJASWY NANDURY
 Place: Hyderabad         DIRECTOR              WHOLE-TIME DIRECTOR
 Date : 30.07.2014       (DIN:00041705)        (DIN: 00041571)
Source : Dion Global Solutions Limited
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