1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXYTO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THECOMPANY. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED AT THE REGISTERED OFFICE OF THECOMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING.
2. Members/Proxies are requested to fill in the enclosed attendance slip and depositthe same at the entrance of the meeting hall.
3. The Register of members and share transfer books of the company will remain closedfrom 23.09.2013 to 27.09.2013 (both days inclusive).
4. The Register of directors' shareholdings shall be open for inspection to any memberof the company during the period beginning 14 days before the date of company's annualgeneral meeting and ending 3 days after the date of its conclusion. The said registershall also remain open and accessible during the annual general meeting to any personhaving right to attend the meeting.
5. The relevant details as required by Clause 49 of the Listing Agreement entered intowith the Stock Exchange, of person(s) seeking re-appointment as Director(s) under ItemNos.2 of the Notice, are provided in the Report on Corporate Governance forming part ofthe Annual Report.
6. The Ministry of Corporate Affairs ("MCA") has taken a "GreenInitiative in the Corporate Governance" by allowing paperless compliances bycompanies and has issued circulars on April 21, 2011 and April 29, 2011 inter-atia statingthat a company would have complied with Section 53 of the Companies Act, 1956, if theservice of document has been made through electronic mode. In that case, the company isrequired to obtain email addresses of its members for sending the notice / documentsthrough email by giving an advance opportunity to every shareholder to register his emailaddress and changes therein, if any, from time to time with the company.
Therefore, in view of the above, the members are requested to up date your email idswith the Depository Participant, if the shares are in Demat mode or to Karvy ComputersharePvt. Ltd, Registrars and Transfer Agents of the Company, in case the shares are inphysical mode.
7. Corporate Members intending to send their authorized representatives to attend theMeeting are requested to send a certified copy of the Board Resolution authorizing theirrepresentatives to attend and vote on their behalf at the AGM.
8. Explanatory Statement as required by Section 173(2) of the Companies Act, 1956 isannexed hereto
Explanatory statement - Item # 4:
The Members are hereby informed that the tenure of Mr. Tejaswy Nandury as Whole TimeDirector of the Company comes to an end on 24th March 2013. The Directors of theRemuneration Committee and Board have reviewed his performance and unanimously resolved tore-appoint him for a further period of 5 years with effect from 25th March 2013 on theterms and conditions as mentioned in the draft resolution above in order to avail hisun-interrupted services to the Company. Re-appointment of Mr. Tejaswy Nandury requires theapproval of members as per the provisions of the Companies Act 1956. Hence the aboveresolution is being submitted to the meeting for members' approval.
The explanatory statement together with the accompanying notice may be treated as anabstract of the terms of remuneration payable to Mr. Tejaswy Nandury pursuant to Section302 of the Companies Act, 1956.
Except Mr. Tejaswy Nandury no other director is interested or concerned in the saidresolution.
| ||// By Order of the Board// |
| ||for PHOTON CAPITAL ADVISORS LIMITED |
| ||Sd/- |
|Place: Hyderabad ||TEJASWY NANDURY |
|Date: 31.07.2013 ||WHOLE TIME DIRECTOR |