Mar 31, 2014
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)
Mar 31, 2012
To The Members of PHOTON CAPITAL ADVISORS LIMITED.
The Directors are pleased to present the 27th Annual Report together
with Audited Accounts of the Company for the year ended 31st March,
2012.
FINANCIAL RESULTS:
PARTICULARS 2011-12 2010-11
(Rs. in lakhs) (Rs. in lakhs)
Income from operations 1148.13 606.81
Other Income 122.05 52.70
Expenditure 141.38 674.16
Profit/(Loss) before Tax 1128.80 (14.65)
Provision for tax 393.46 6.69
Profit / (Loss) after tax 735.34 (21.34)
REVIEW OF OPERATIONS:
The year presented very few trading opportunities so for most of the
year your company adopted a defensive position by staying in bank
deposits. Aside from a few small trades, the company did not engage in
active trading in order to protect from the operational risk in a year
which was highly uncertain with very few directional moves that could
be reasonably explained.
MANAGEMENT DISCUSSION AND ANALYSIS:
Industry Structure and developments:
There have been no substantial changes in the NBFC industry as a whole.
Opportunities and threats:
The year ahead is going to be a very interesting one. The world is no
longer as stable as it was financially or economically before the
excesses in the American housing industry resulted in permanent
structural damage. In order to counter the continuing impact of the
great recession of 2008, central bankers around the world are embarking
on various types of initiatives. This has resulted in total divergence
of policies between the countries of the developed world and the
countries in the emerging world. It is the first time since the 1990s
that such a wide divergence has emerged in the policies being followed
by various countries. Developed countries are trying to counter the
possibility of deflation. Since their economies have been so affected
by the deleveraging that followed the excesses of the 2003-2008 period,
they have embarked on a process of almost continuous "pump priming" by
trying to push more and more liquidity into their financial systems.
The USA has joined Japan in becoming one of great sources of liquidity
through their various quantitative easing programs.
The problem with quantitative easing, as the Japanese have found out,
is that no one knows exactly where the liquidity will find a home. The
Federal Reserve has hoped that it would find a home in American
industry and in creation of new household credit. Though American
industry has been doing well, it has hoarded cash rather than invest it
because of its experience of the downturn and the fear psychosis that
the recession created. Households, on the other hand, have such damaged
balance sheets that their willingness to take on more credit,
especially in the face of persistent unemployment and potentially
reduced disposable income, has been minimal. As a result, the liquidity
created by the Federal Reserve found a place in US Treasury bonds and
commodities. This resulted in dramatically lowered yields and very high
prices of commodities. The abnormal rise in commodity prices resulted
in huge inflation in emerging economies such as India and China.
Persistent inflation in these countries has created massive divergence
in policy between developed countries and these emerging nations. This
divergence may now begin to narrow if inflation cools off. However, it
is not clear by when inflation will slow and to what extent a growth
slowdown is required to curb price rises. Both China and India have
adopted an easing stance. It remains to be seen if the developed world
will follow.
To add to this confusion, the European Union is showing increasing
signs of breakdown. The European Union was created with a single
currency but without a common treasury. The underlying economies have
widely different characteristics. Germany, an export led powerhouse,
shares a currency with countries like Greece and Italy, which are much
weaker. The impact of the great recession has been very limited on
Germany but PIIGS countries have never really recovered from it. As a
result, the fiscal stimulus undertaken in those countries has
completely undermined their public finances. PIIGS countries are not
able to smoothly roll over their debt at rates that they consider
reasonable. Since
they do not have their own currency, they are unable to regain export
competitiveness through a fall in their currencies. Since they do not
share a treasury with their stronger neighbours, they are unable to use
the strength of their neighbours to pay bills that their governments
have run up. A quasi treasury is being created through the European
Financial Stability Fund but it is not fully funded to handle all the
problems that are likely arise from the friction in rollover of debt in
the PIIGS countries. Nor is it ever likely to get fully funded because
funding it would weaken the strong countries. European politicians are
also very reluctant to make decisions that would, in their eyes, lower
the prestige of the Eurozone. This complicated set of events makes for
a high amount of confusing and destabilizing events to come from Europe
for a long time. It appears that the European Union is on course to
eventually break up. But the path to breakup will not be smooth and
will create enormous instability in global financial markets.
China, meanwhile has begun to slow down appreciably and its central
bank is infusing liquidity into its banking system to counteract the
government engineered slowdown. Growth in the rate of inflation seems
to be abating.
Finally, we arrive at India. India is on the verge of frittering away
its opportunities. Through a stroke of luck, our population bomb got
transformed into a demographic dividend. The liberalization that
occurred in the nineties paved the way for sustained growth over the
next two decades. However, with great prosperity came great greed. Our
politicians and bureaucrats, never the models of good government,
skilful execution or great vision, have become completely focused on
enriching themselves at the expense of the entire country. There is an
attempt to make the country a welfare state through various subsidy
schemes that are going to be impossible to roll back. As a result of
the welfare economics model being followed for selfish purposes by our
governments, our population is learning that it is possible to live on
government largesse without being productive. This is a very dangerous
incentive for the future. High inflation, combined with high interest
rates is certain to reduce economic growth. Our economy, in any case,
lacks the strength that comes from innovative mindsets. While this may
seem a grim assessment of the country, it is not an argument that no
one in India will prosper. Some individuals and companies will. But
unless there is great reform undertaken to dismantle the crony
capitalism that is becoming endemic in the country, the growth story
that we are so enamoured with will be short lived.
Outlook:
All this creates an uncertain outlook for investments. But great
trading opportunities will emerge. If these opportunities are exploited
skilfully, it will be possible for your company to grow substantially.
But these opportunities will come with a great amount of volatility,
which will restrain the ability to exploit it. So our skills in
managing trading positions will be tested greatly in the next few
months and years.
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 slow down, 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:
Your Board decided to retain the profit with the Company to strengthen
the capital base , hence 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.
DIRECTORS:
Mr. Madhukar Yarra, Director of the Company retires by rotation and
being eligible offers himself for re-appointment.
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 judgements 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 profit 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 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 OUT GO:
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 OUT GO:
Earnings in Foreign Currency : Nil
Expenditure in Foreign Currency : Nil
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,
who are 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 certificate under section 224 (1B) of the Companies Act, 1956 has
been received from them. The Board of directors recommend their
re-appointment.
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 2011 - 2012. 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.
For and on behalf of the board of
Photon Capital Advisors Limited
Place: Hyderabad V R Shankara Tejaswy Nandury
Date: 31.07.2012 Director Wholetime Director
Mar 31, 2010
The Directors are pleased to present the 25th Annual Report together
with Audited Accounts of the Company for the year ended 31st March,
2010.
FINANCIAL RESULTS:
PARTICULARS 2009-10 2008-09
(Rs.in lakhs) (Rs.in lakhs)
Income from operations 266.35 972.47
Other Income 63.44 64.51
Expenditure 728.47 970.10
Profit / (Loss) before Tax (398.68) 66.88
Provision for tax (0.91) 211.30
Profit / (Loss) after tax (397.77) (144.42)
Profit brought forward (76.25) 68.17
Balance transferred
to balance sheet (474.02) (76.25)
REVIEW OF OPERATIONS:
The year 2009-2010 has been a difficult one for your company. Even
though the stock market has rebounded from its lows of the previous
year, we took a call that the market could not rebound in a very
sustainable manner in a very short period of time. We believed that
several buying opportunities would emerge as prices stabilized at a low
base and did not anticipate the spectacular rally that occurred. As a
result, we missed the upside in the markets. However, on investments
that we kept, we were able to recoup some of the mark-to-market losses.
Another factor exacerbated the situation. While we did not have a very
strong point of view on the outcome of the Indian election, we believed
that the rupee was going to depreciate. As a result, we had a long
position in USDINR futures, which resulted in a loss created by the
massive up move in the markets on the day that the election results
were announced. In addition, we were also holding some positions from
the previous year that we believed were fundamentally affected by the
crash in the stock market. Selling them enabled us to create a tax
credit because of the diminution in their value. All in all, we
managed to rack up losses in both investing and trading activities.
While this was disappointing, this experience has made us change our
approach towards our operations, the details of which are discussed in
the Management Discussion and Analysis section.
The financial services segment has been discontinued due to lack of
opportunities to scale that business.
Dividend:
Your Board of directors do not recommend any dividend due to steep fall
in income of the Company and thereby incurred a loss during the year
2009-2010.
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.
DIRECTORS:
Mr. V.R. Shankara, Director of your Company retires by rotation and
being eligible offer himself for reappointment.
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 judgements 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 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 OUT GO:
The required information as per Sec.217 (1) (e) of the Companies Act
1956 is provided hereunder:
Conservation Of Energy and Technology Absorption:
Since the Company does not own any manufacturing facility, the other
particulars relating to conservation of energy and technology
absorption stipulated in the Companies (disclosure of particulars) in
the Report of the Board of Directors Rules 1988 are not applicable.
Foreign Exchange Earnings and Out Go:
Earnings in Foreign Currency : NIL
Expenditure in Foreign Currency : Nil
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.
AUDITORS:
M/s. K.Vijayaraghavan & Associates, Chartered Accountants, Hyderabad,
who are 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 certificate under section 224 (1B) of the Companies Act, 1956 has
been received from them. The Board of directors recommend their re-
appointment.
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.
COMPANY SECRETARY:
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 2009-2010. 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.
For and on behalf of the board
Photon Capital Advisors Limited
Sd/- Sd/-
V R Shankara Tejaswy Nandury
Director Wholetime Director
Place: Hyderabad
Date: July 23, 2010