01 May 2017 | Livemint.com

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Photon Capital Advisors Ltd.

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Photon Capital Advisors Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

In accordance with Clause 49 of the Listing Agreement with BSE Limited (BSE) the report containing the details of Corporate Governance systems and processes at PHOTON CAPITAL ADVISORS LIMITED is as follows :

1. Company's Philosophy on Code of Governance:

Your Company believes in conducting its affairs with the highest level of integrity, with proper authorizations, professionalism, accountability and transparency. The business operations of your Company are conducted not to benefit any particular interest group but for the benefit of all stakeholders. All matters of strategy and significant developments and other matters which are required for consent of Board are being placed before the Board. The Audit and Share Transfer and Grievance Committees regularly meet to consider aspects relevant to each committee whereas the Remuneration Committee meets based on need.

2. Board of Directors:

a. Composition of the Board:

b. Details of Directors being appointed and reappointed at the ensuing Annual General Meeting:

Mrs. Suchitra Nandury, being the retiring director retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. A brief resume of the Director being re-appointed is as follows:

Mrs. Suchitra Nandury holds a Master's degree in Business Administration from Osmania University and began her career in Deloitte Consulting and moved on to ICMR as a research analyst. She is a Director in Sapiens Educare Private Limited, Quicfai Knowledge Services Private Limited and brings several years of experience with her in the business research, consulting and outsourcing fields.

c. Non-Executive Directors 'compensation and disclosures:

No fees/compensation is being paid to the Non-Executive Directors of the Company.

d. Board Meetings:

During the Financial Year 2014-2015 the Board of Directors met Four (04) times on the following dates:

1. 29th May, 2014,

2. 30th July, 2014,

3. 30th October, 2014 and

4. 11th February, 2015

The Attendance of Directors at these Board Meetings and at the previous Annual General Meeting was as under:

e. Committees of the Board:

i. Audit Committee:

The Audit Committee was constituted by the Board of Directors. The terms of reference of this committee cover the matters specified in the clause 49 of the Listing Agreement and as may be referred to the committee by the Board of Directors of the company.

Composition, Name of Members and Chairman:

The Audit committee was reconstituted as per the Companies Act, 2013 and now the Committee consists of the following Independent and Non-Executive Directors:

1. Mr. J. Narasimha Rao : Chairman

2. Mr. V. R. Shankara : Member

3. Mrs. Suchitra Nandury : Member

The Audit Committee invites the Statutory Auditors or their representatives, to be present at its meeting. During the year under review, the total number of meetings held was Four (04) on the following dates:

1. 29th May, 2014,

2. 30th July, 2014,

3. 30th October, 2014 and

4. 11th February 2015.

ii. Nomination and Remuneration Committee:

The Remuneration Committee was reconstituted as Nomination and Remuneration Committee as per the Companies Act, 2013 and it consists of Three (03) Directors as detailed below:

1. Mr. J. Narasimha Rao Independent Director

2. Mr. V.R. Shankara Independent Director

3. Mrs. Suchitra Nandury Non-Executive Director

No remuneration committee meeting was held during the financial year 2014-2015 as none of the directors of the company received remuneration during the year 2014 - 2015.

iii. Share Transfer and Investors Grievance

Committees:

Share Transfer and Investors Grievance Committee was reconstituted in terms of clause 49 of the Listing Agreement and the said Committee consists of the following Independent and Non-Executive Directors:

1. Mr. J. Narasimha Rao Independent Director

2. Mr. V. R. Shankara Independent Director

3. Mrs. Suchitra Nandury Non-Executive Director

Disclosures :

a. There are no materially significant related party transactions of the Company which have potential conflicts with the interest of the company at large.

b. Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority on any matter related to capital markets, during last Three (03) years  2012 - 13, 2013 - 14, 2014 -15, respectively : NIL

c. The Company has adopted Vigil Mechanism/Whistle Blower policy.

d. The Company has complied with all mandatory requirements of clause 49 of the listing agreement.

4. Means of Communication:

a. The Quarterly results are published in one English newspaper and in one regional newspaper i.e., Business Standard and Andhra Prabha.

b. No Information is released to the press at the time of declaration of results except the publication of results in the newspapers.

c. The Management Discussion and Analysis (MD & A) is a part of the Annual Report.

5. General Shareholder Information:

i. Annual General Meeting:

Date : 30.09.2015

Time : 11 A.M

Venue : Plot No. 90-A, Road No.9, Jubilee Hills, Hyderabad - 500 033, Telangana

ii. Financial Calendar:

The financial year covers the period from 1st April to 31st March: Financial Reporting for 2015- 2016 (tentative):

The First Quarter Results - 30.06.2015 : Held on 29.07.2015

The Second Quarter Results - 30.09.2015 : Between 15.10.2015 to 14.11.2015

The Third Quarter Results - 31.12.2015 : Between 15.01.2015 to 14.02.2015

The Last Quarter Results - 31.03.2016 ; Between 15.04.2016 to 14.05.2016

iii. Book Closure : The Register of members and share transfer books of the company will remain closed from 25th September, 2015 to 30th September, 2015 (both days inclusive).

iv. Dividend payment date: Not applicable as the Board has not recommended any dividend for the year

v. Listing on Stock Exchanges: Shares of the Company are listed on BSE Limited [BSE]. Company's Stock Code in BSE : 509084

The Company has paid Annual Listing Fees for the year 2015-2016 to the BSE Limited [BSE].

vii. Registrars and Transfer Agents:

Karvy Computershare Pvt. Ltd. Karvy Selenium Tower B, Plot No 31&32, Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad-500 032 Ph: 040-6716 1606/1602. Email Id: einward.ris@karvy.com

viii. Delegation of Share Transfer Formalities:

The Board has delegated share transfer formalities to the Registrars and Transfer Agents: Karvy Computershare Pvt. Ltd.

Karvy Selenium Tower B, Plot No 31&32, Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad-500 032 Ph: 040-6716 1606/1602, Email Id: einward.ris@karvy.com

All communications regarding Share Transfers, Transmissions Change in Address and any other correspondence etc., may be addressed to the Registrars & Transfer Agents at the above address.

The company has constituted Share Transfer and Investors Grievance Committees which meets as and when required. Physical transfers are affected within the statutory period of 15 days. Hence, in case of any grievances, the shareholders are free to approach the Share Transfer and Investors Grievance Committees for due redressal of their grievances

xi. Address for Correspondence:

Shareholders may correspond with the Company for the redressal of their grievances, if any at the registered office of the Company situate at:

Plot No. 90-A, Road No. 9, Jubilee Hills,  Hyderabad - 500 033, Telangana.  Ph. No: 040-40062950, Email Id: info@pcalindia.com

By Order of the Board//

for PHOTON CAPITAL ADVISORS LIMITED

V R SHANKARA  

DIRECTOR

(DIN: 00041705)

TEJASWY NANDURY

WHOLE TIME DIRECTOR

(DIN: 00041571)

Place: Hyderabad

Date: 29.07.2015