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Photon Capital Advisors Ltd.

BSE: 509084 Sector: Financials
NSE: N.A. ISIN Code: INE107J01016
BSE 00:00 | 24 Apr 2020 Photon Capital Advisors Ltd
NSE 05:30 | 01 Jan 1970 Photon Capital Advisors Ltd

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OPEN 51.80
PREVIOUS CLOSE 54.50
VOLUME 10
52-Week high 63.90
52-Week low 50.50
P/E
Mkt Cap.(Rs cr) 8
Buy Price 58.45
Buy Qty 2.00
Sell Price 51.80
Sell Qty 105.00
OPEN 51.80
CLOSE 54.50
VOLUME 10
52-Week high 63.90
52-Week low 50.50
P/E
Mkt Cap.(Rs cr) 8
Buy Price 58.45
Buy Qty 2.00
Sell Price 51.80
Sell Qty 105.00

Photon Capital Advisors Ltd. (PHOTONCAPITAL) - Director Report


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Company director report

To

The Members of

PHOTON CAPITAL ADVISORSLIMITED

Your Directors are pleasedto present the 34th Annual Report together with audited standalone andconsolidated financial statements of the Company for the financial year ended 31stMarch 2019.

FINANCIAL RESULTS

PARTICULARS

Standalone

Consolidated

2018-19

2017-18

2018-19

2017-18

Revenue from operations

8.53

129.28

8.53

-

Other Income

92.86

-

92.86

-

Total Revenue

101.39

129.28

101.39

-

Total Expenses

44.26

262.39

93.21

-

Profit/(loss) before tax

57.13

(133.11)

8.18

-

Provision for tax (Incl. deferred Tax)

2.53

98.67

0.52

-

Profit/(loss) after tax

54.59

(231.77)

7.66

-

Profit for the Period

54.59

(231.77)

7.66

-

REVIEW OF OPERATIONS :

During the financial yearunder review the company has made revenue of Rs. 8.53 lakhs from operations and Rs. 92.86lakhs from other Income aggregating to Rs.101.39 lakhs and posted a net profit of Rs.54.59lakhs as per the audited standalone financials for the financial year 2018-19.

During the financial yearunder review the company has made revenue of Rs.8.53 lakhs from operations and Rs. 92.86lakhs from other Income aggregating to Rs.101.39 lakhs and posted a net profit of Rs.7.66lakhs as per the audited consolidated financials for the financial year 2018-19.

There has been a dramaticreduction of breadth in the stock market this year. While the index continues to scale newhighs a lot of stocks outside the index have fallen substantially. Even within the indexheavy rotation has taken place leading to very few stocks rising in a secular trend. Theother factor which has been weighing heavily on equity markets has been the highvaluations. At present your company sees no opportunity to invest in equities. Should thesituation change we stand ready to act.

SUBSIDIARIES:

Your Board of Directors hasreviewed the affairs of Nicosa Consulting Private Limited Subsidiary Company and includedthe audited consolidated financial statements for the financial year 2018-19 in thisAnnual Report as required under Section 134 of the Companies Act 2013. The statementcontaining the salient features of the financial statement of a company's subsidiaries inform AOC-1 is enclosed as Annexure-I.

MANAGMENT DISCUSSION ANDANALYSIS: Industry structure and developments:

Except some regulatorychanges made by the RBI there have been no substantial changes in the NBFC industry as awhole.

Opportunities and threats:

The stock market remains ina risky zone. Government securities offer some possibilities. Your company is in acautious stance and is not in a hurry to act.

Segment–wise orproduct-wise performance:

Since the Company does notoperate in multiple sectors/segments the segment wise performances of the financials arenot applicable.

Outlook:

The near term outlookremains cloudy because of various measures that the government has taken to improveoverall functioning of the economy. However in the long term given favorabledemographics and under penetration of various sectors the investment outlook remains verybright. Excessive valuations in pubic markets are also a matter of concern.

Risks and concerns:

Your Company has continuedto minimize risks from external factors and has constantly preferred and adopted methodsand systems in its economic activities with low element of risk. In the current and futureyears your company will further strengthen and bolster its efforts to minimize or negateall risk factors. However external factors of foreign currencies and impact of globalslowdown currency corrections of other large growing economies do cause concern to allenterprises and your company does consider this as a concern. Nevertheless such factorswill be dealt with caution and adequate foresight.

Internal financial controlsystems and their adequacy:

The Company has an InternalControl System commensurate with the size scale and complexity of its operations. Thescope and authority of the Internal Audit (IA) function is defined in the Internal AuditCharter. To maintain its objectivity and independence the Internal Audit function reportsto the Chairman of the Audit Committee of the Board.

The Internal AuditDepartment monitors and evaluates the efficacy and adequacy of internal control system inthe Company its compliance with operating systems accounting procedures and policies atall locations of the Company and its subsidiaries. Based on the report of internal auditfunction process owners undertake corrective action in their respective areas and therebystrengthen the controls. Significant audit observations and corrective actions thereon arepresented to the Audit Committee of the Board.

Material developments inHuman Resources / Industrial Relations front including number of people employed:

No major changes inemployees recruitment during the financial year under review. The company has not madesignificant development in human resources.

DIVIDEND:

During the financial yearunder review your board of directors do not recommend any dividend.

TRANSFER TO RESERVES:

During the financial yearunder review no amount has been transferred to the reserves.

BOARD OF DIRECTORS AND KEYMANAGERIAL PERSONNEL (KMP):

During the financial yearunder review there is no change in constitution of Board of Directors of Company.

As per the provisions ofsection 152 of the Companies Act 2013 Mrs. Suchitra Nandury who retires by rotation atthe ensuing Annual General Meeting and being eligible offers herself for re-appointment.The board recommends her reappointment.

BOARD MEETINGS:

Five (05) meetings of theBoard of Directors were held during the financial year and the details are given inparagraph

2 (d) of Corporate Governancereport attached to this Annual Report.

COMPLIANCE OF SECRETARIALSTANDARDS:

During the period underreview company has complied with all the applicable secretarial standards notified undersec 118 (10) of the Companies Act 2013.

EXTRACT OF ANNUAL RETURN:

Pursuant to section 92(3)of the Companies Act 2013 (‘the Act') and rule 12(1) of the Companies (Managementand Administration) Rules 2014 extract of annual return in form MGT-9 is enclosed as AnnexureII. The copy of extract of annual return is available at www.pcalindia.com.

PARTICULARS OF LOANSGUARANTEES OR INVESTMENTS:

The company has not grantedany loans or given any guarantees covered under the provisions of Section 186 of theCompanies Act 2013.

However company has madean investment of Rs. 80000000/- in equity shares of Nicosa Consulting Private Limitedand necessary compliances were made as required under section 186 of the Companies Act2013.

RELATED PARTY TRANSACTIONS:

All transactions enteredinto with Related Parties as defined under the Companies Act 2013 and regulation 23 ofSEBI (LODR) Regulations 2015 during the financial year were in the ordinary course ofbusiness and on an arm's length pricing basis. There were no materially significanttransactions with related parties during the financial year which were in conflict withthe interest of the Company. Suitable disclosure as required by the Accounting Standardshas been made in the notes to the financial statements. The details of related partytransactions for the Financial Year 2018-19 is enclosed as Annexure-III.

CORPORATE SOCIALRESPONSIBILITY:

In terms of Section 135 ofthe Companies Act 2013 every company having net worth of rupees five hundred crore ormore or turnover of rupees one thousand crore or more or a net profit of rupees fivecrore or more during the immediately preceding financial year shall constitute CSRCommittee and formulate a Corporate Social Responsibility (CSR) Policy. Since the Companydoes not fall under the said criteria during the immediately preceding financial year theprovisions of Sec 135 of the Companies Act 2013 Schedule VII and the rules madethereunder are not applicable to the Company. Accordingly a report on CSR activities asper rule 9 of the Companies (Corporate Social Responsibility) Rules 2014 is notapplicable.

CONSERVATION OF ENERGYTECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:

The required information asper section 134(3) (m) of the Companies Act 2013 is provided hereunder:

CONSERVATION OF ENERGY:

The Company has beencontinuously making efforts to reduce energy consumption. The management is striving toachieve cost reduction by economical usage of energy and to bring a general awarenessabout energy conservation among employees.

(i) The steps taken orimpact on conservation of energy:

The company does not fallin those list of industries which consumes high energy resources However the companymaking efforts to reduce the energy consumption.

(ii) The steps taken by thecompany for utilizing alternate source of energy: Not applicable (iii) The capitalinvestment on energy conservation equipment: No capital investment made as the company isconsuming very less energy.

TECHNOLOGY ABSORPTION &FOREIGN EXCHANGE EARNINGS AND OUT GO:

There was no technologyabsorption and no foreign exchange earnings or outgo during the year under review. Hencethe information as required under Section 134(3)(m) of the Companies Act 2013 read withThe Companies (Accounts) Rules 2014 is to be regarded as Nil.

The Company has not enteredinto any technology transfer agreement.

PARTICULARS OF EMPLOYEES:

The Company has notemployed any individual whose remuneration exceeds the limits prescribed under theprovisions of Section 197 of the Companies Act 2013 read with Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

STATUTORY AUDITORS:

M/s. M. Anandam & CoChartered Accountants Hyderabad have been appointed as statutory auditors of Company fora period of five years in the AGM held for the F.Y. 2016-17. Accordingly they willcontinue as auditors of the company till the conclusion of the annual general meeting tobe held in the year 2021. The Board has recommended the remuneration of auditors for theF.Y. 2019-20 to the members at the ensuring annual general meeting.

INTERNAL AUDITORS:

Pursuant to section 138 ofthe Companies Act 2013 the Board in its meeting held on 29.05.2018 has appointed M/s.Bashetty & Joshi Chartered Accountants Hyderabad as Internal Auditors of thecompany for the financial year 2018-19.

SECRETARIAL AUDITOR:

Pursuant to the provisionsof Section 204 of the Companies Act 2013 and the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 the Board has appointed M/s. SGP & AssociatesCompany Secretaries a firm of Company Secretaries in Practice to undertake theSecretarial Audit of the Company and the Report on the Secretarial Audit for the financialyear 2018-19 is enclosed herewith as Annexure IV.

DETAILS FRAUDS REPORTED BYAUDITORS U/S 143:

The auditors have notreported any frauds pursuant to sec.143 (12) of the Companies Act 2013. Hence theinformation to be provided pursuant to Section 134 (3) (ca) of the Companies Act 2013may be treated as NIL.

CONSOLIDATED FINANCIALSTATEMENTS:

The consolidated financialstatements of the Company prepared in accordance with relevant Accounting Standards issuedby the Institute of Chartered Accountants of India form part of this Annual Report.

CORPORATE GOVERNANCE:

As a listed companynecessary measures have been taken to comply with the listing obligatory DisclosureRequirements (LODR Regulations) with the BSE Ltd Mumbai. A report on CorporateGovernance along with a certificate of compliance from the Auditors forms part of thisReport as Annexure- V.

STATEMENT ON DECLARATIONGIVEN BY INDEPENDENT DIRECTORS:

Pursuant to section 134 (3)(d) of the Companies Act 2013 a statement shall be made on declaration given byIndependent Directors under sec 149 (6) of the Companies Act 2013 in the Board report.

The Board has receiveddeclarations from the Independent Directors as required under Sec 149 (7) of theCompanies Act 2013 stating the fulfilment of criteria mentioned in the sub section (6) ofSec 149 of the Companies Act 2013 and the rules made thereunder and recorded the same inthe board meeting held on 30.05.2019.

NOMINATION AND REMUNERATIONPOLICY CRITERIA FOR SELECTION AND REMUNERATION OF DIRECTORS KMP AND EMPLOYEES:

The Nomination andRemuneration Committee of the Board comprises two Independent Non-Executive Directorsnamely Mr. Narasimha Rao Joga Mr. V.R. Shankara and one Non-Independent Non-ExecutiveDirector namely Mrs. Suchitra Nandury.

The key features of theNomination and Remuneration Policy as framed by the Nomination and Remuneration Committeeof the company are set out below:

Selection criteria forDirectors:

style=font-size:7.5pt;font-family:"Arial Narrow">The Company shall considerthe following aspects while appointing a person as a Director on the Board of the Company:Skills and Experience: The candidate shall have appropriate skills and experiencein one or more fields of finance law management sales marketing administrationpublic administrative services research corporate governance technical operations orany other discipline related to the Company's business.

Age Limit: Thecandidate should have completed the age of twenty-one (21) years and should not haveattained the age of seventy (70) years for appointment as Managing Director or Whole TimeDirector.

Conflict of Interest: The candidate should nothold Directorship in any competitor company and should not have any conflict of interestwith the Company.

Directorship: The number of companies inwhich the candidate holds Directorship should not exceed the number prescribed under theAct.

Independence: The candidate proposed to beappointed as an Independent Director should not have any direct or indirect materialpecuniary relationship with the Company and must satisfy the requirements imposed underthe Act. The policy provides that while appointing a Director to the Board dueconsideration will be given to approvals of the Board and/or shareholders of the Companyin accordance with the Act.

Remuneration for DirectorsKMP and other Employees:

The policy provides thatthe remuneration of Directors KMP and other employees shall be based on the following keyprinciples: l Pay for performance:Remuneration of Executive Directors KMP and other employees is a balance between fixedand incentive pay reflecting short and long term performance objectives appropriate to theworking of the Company and its goal. The remuneration of Non-Executive Directors shall bedecided by the Board based on the profits of the Company and industry benchmarks. l Balanced rewards to createsustainable value: The level and composition of remuneration is reasonable and sufficientto attract retain and motivate the Directors and employees of the Company and encouragebehavior that is aligned to sustainable value creation. l Competitive compensation:Total target compensation and benefits are comparable to peer companies in the industryand commensurate to the qualifications and experience of the concerned individual. l Business Ethics: Stronggovernance processes and stringent risk management policies are adhered to in order tosafeguard our stakeholders' interest.

The Nomination andRemuneration Policy may be accessed on the Company's website at the link: http://www.pcalindia.com

REPLIES TO THEQUALIFICATIONS OF THE AUDITORS UNDER 134 (3) (f):

Since no qualificationshave been reported in the Audit report the Board of Directors need not give any repliesin the Annual report.

MATERIAL CHANGES ANDCOMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORTAFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no materialchanges from the end of the financial year till the date of this report affecting thefinancial position of the Company.

DETAILS OF DEPOSITS UNDERCHAPTER V:

The company has notaccepted deposits from the members/public falling within the meaning of section 73 and/orSec 76 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rule2014.Accordingly furnishing of the details of deposits which are not in compliance with therequirements of Chapter V of the Companies Act 2013 does not arise.

MAINTENANCE OF COSTRECORDS:

The requirement ofmaintenance of cost records as specified by the Central Government under sub-section (1)of section 148 of the Companies Act 2013 is not applicable to the Company. Accordinglythe Company has not maintained such accounts and records for the financial year underreview.

FORMAL ANNUAL EVALUATIONMADE BY THE BOARD OF ITS OWN PERFORMANCE AND OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Keeping in view the variousprovisions of the Companies Act 2013 and SEBI (LODR) Regulations 2015 in regard todealing with powers duties and functions of the Board of Directors of the Company yourCompany has adopted criteria for evaluating the performance of its Board Committees andother Directors including Independent Directors applicable from the financial year2018-19. The said criteria contemplates evaluation of Directors based on their performanceas directors apart from their specific role as independent non-executive and executivedirectors as mentioned below: a. Executive Directors being evaluated as Directors asmentioned above will also be evaluated on the basis of targets / criteria given toexecutive Directors by the board from time to time as well as per their terms ofappointment. b. Independent Directors being evaluated as a Director will also beevaluated on meeting their obligations connected with their independence criteria as wellas adherence with the requirements of professional conduct roles functions and dutiesspecifically applicable to Independent Directors as contained in Schedule IV to theCompanies Act 2013. The criteria also specifies that the Board would evaluate eachcommittee's performance based on the mandate on which the committee has been constitutedand the contributions made by each member of the said committee in effective discharge ofthe responsibilities of the said committee. The Board of Directors of your company hasmade annual evaluation of its performance its committees and directors for the financialyear 2018-19 based on afore stated criteria.

DISCLOSURES: EnquiryCommittee:

The Enquiry Committeecomprises three members namely Mr. J. Narasimha Rao (Chairman & Independent Director)Mr. V.R. Shankara (Independent Director) and Mrs. Suchitra Nandury (Non-IndependentDirector).

Audit Committee:

The Audit Committeecomprises three members namely Mr. J. Narasimha Rao (Chairman & Independent Director)Mr. V.R. Shankara (Independent Director) and Mrs. Suchitra Nandury (Non-IndependentDirector). All the recommendations made by the Audit Committee were taken on note by theBoard.

Vigil Mechanism:

The Vigil Mechanism of theCompany which also incorporates a whistle blower policy in terms of the SEBI (LODR)Regulations 2015 includes Vigilance and Ethics officer senior executive of the Company.Protected disclosures can be made by a whistle blower through an e-mail or telephone or aletter to the officer or to the Chairman of the Audit Committee. The Policy on vigilmechanism and whistle blower policy may be accessed on the Company's website at the link:http:// www.pcalindia.com.

DETAILS PERTAINING TOREMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH RULE5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014(i) Thepercentage increase in remuneration of each Director Chief Financial Officer and CompanySecretary during the financial year 2018-19 and ratio of the remuneration of each Directorto the median remuneration of the employees of the Company for the financial year 2018-19are as under:

Sl No

Name of Director/KMP and Designation

Remuneration of Director/KMP for financial year 2018-19

% increase in Remuneration in the Financial Year 2018-19

Ratio of remuneration of each Director to median remuneration of employees

1.

Mr. Tejaswy Nandury Whole Time Director

Nil

Nil

Nil

2.

Mr. Narasimha Rao Joga Director

Nil

Nil

Nil

3.

Mr. V. R. Shankara Director

Nil

Nil

Nil

4.

Mrs. Sobha Rani Nandury Director

Nil

Nil

Nil

5.

Mrs. Suchitra Nandury Director

Nil

Nil

Nil

6.

Ms. Neha Agarwal Company Secretary

180000

Nil

0.57

7.

Mr. K Sridhar Babu Chief Financial Officer

1198800

10.08

3.78

(ii) The median monthlyremuneration of employees of the Company during the financial year was Rs. 26400/-(iii)In the financial year there was an increase of 11.75% in the median monthlyremuneration of employees; (iv) There were 5 (Five) permanent employees on therolls of Company as on March 31 2019; (v) Average percentage increase made in thesalaries of employees other than the managerial personnel in the last financial year i.e.2017-18 was 12.3% whereas the increase in the managerial remuneration for the samefinancial year was 10.08% and it is hereby affirmed that the remuneration paid is as perthe Remuneration Policy for Directors Key Managerial Personnel and other Employees.

GENERAL:

Your Directors state thatno disclosure or reporting is required in respect of the following items as there were notransactions on these items during the financial year under review:

1. Details relating to depositscovered under Chapter V of the Act.

2. Issue of equity shares withdifferential rights as to dividend voting or otherwise.

3. Issue of Employee stockoption Scheme.

4. Issue of shares (includingsweat equity shares) to employees of the Company under any scheme.

5. Whole-time Directors of theCompany did not receive any remuneration or commission from any of its subsidiaries.

6. No significant or materialorders were passed by the Regulators or Courts or Tribunals which impact the going concernstatus and Company's operations in future.

Your Directors furtherstate that during the financial year under review there were no cases filed pursuant tothe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal Act2013).

DIRECTORS RESPONSIBILITYSTATEMENT:

Pursuant to the provisionsof Sec 134(3) (c) of the Companies Act 2013 the Board of Directors of your Company herebycertifies and confirms that: a. In the preparation of the standalone and consolidatedAnnual financial statements the applicable accounting standards have been followed alongwith proper explanation relating to material departures; b. The Directors have selectedsuch accounting policies and applied them consistently and made judgements and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company at the end of the financial year and of the profit of the Company for thatfinancial year; c. The Directors have taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the Assets of the Company and for preventing and detecting fraud andother irregularities; d. The Directors have prepared the Annual financial statements on agoing concern basis; e. The directors has laid down internal financial control to befollowed by the company and that such internal financial controls are adequate andoperating effectively; f. The directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.

ACKNOWLEDGEMENTS:

Your Directors gratefullyacknowledge the support and co-operation extended by all the shareholders customersbankers mutual funds share brokers to your company during the financial year and lookforward to their continued support. Your Directors also place on record their appreciationof the dedication and commitment displayed by the employees of the company.

Sd/-

Sd/-

V R SHANKARA

TEJASWY NANDURY

Place: Hyderabad

DIRECTOR

WHOLE-TIME DIRECTOR

Date : 13.08.2019

(DIN:00041705)

(DIN: 00041571)


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