photon capital advisors ltd Directors report

To,

The Members of

PHOTON CAPITAL ADVISORS LIMITED

Your Directors are pleased to present the 38^th Annual Report together with audited standalone and consolidated financial statements of the Company for the financial year ended 31^st March, 2023.

FINANCIAL RESULTS:

PARTICULARS	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from operations	-	36.30	-	36.30
Other Income	20.62	0.13	20.62	200.40
Total Revenue	20.62	36.43	20.62	236.70
Total Expenses	44.68	40.91	44.68	41.33
Profit/(loss) before tax	(24.06)	(4.48)	(31.50)	191.86
Tax Expense: Current Tax	3.66		3.66
Deferred Tax	2.09	2.10	2.09	2.10
Profit/(loss) after tax	(29.81)	(6.58)	(37.25)	189.75
Profit/(loss) for the Period	(29.81)	(6.58)	(37.25)	189.75

REVIEW OF OPERATIONS:

During the financial year under review, the Company has not made any revenue, however, the company has earned Rs.20.62 lakhs from other income and incurred Rs. 44.68 Lakhs as total expenses and posted a net loss of Rs. 29.81 lakhs as per the audited standalone financial statements for the financial year 2022-23.

During the financial year under review, the Company has not made any revenue, however, it has earned Rs. 20.62 lakhs and incurred Rs. 44.68 Lakhs as total expenses and posted a net loss of Rs. 37.25 lakhs as per the audited consolidated financial statements for the financial year 2022-23.

The equity market continues to be very challenging to operate in. During this period of rising rates, your Company is choosing to watch the direction of inflation and interest rates. If rates become substantially higher, it will be a very difficult environment to make gains in debt or equity.

ASSOCIATE COMPANY:

Your Board of Directors has reviewed the affairs of Nicosa Consulting Private Limited, Associate Company and included the audited consolidated financial statements for the financial year 2022-23 in this Annual Report, as required under Section 134 of the Companies Act 2013. The statement containing the salient features of the financials of companys associate company in form AOC-1 is enclosed as Annexure-I.

MANAGMENT DISCUSSION AND ANALYSIS:

Industry structure and developments:

Except some regulatory changes made by the RBI, there have been no substantial changes in the NBFC industry as a whole. Opportunities and threats:

The stock market remains in a risky zone. Risk free assets like fixed deposits are the safest zone for capital. Your company is in a cautious stance and is not in a hurry to act.

Segment-wise or product-wise performance:

Since the Company does not operate in multiple sectors/segments, the segment wise performances of the financials are not applicable.

Outlook:

The near term outlook remains cloudy because of various measures that the government has taken to improve overall functioning of the economy. However, in the long term, given favourable demographics and under penetration of various sectors, the investment outlook remains very bright.

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.

Internal financial control systems and their adequacy:

The Company has an Internal Control System commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Material developments in Human Resources / Industrial Relations front, including number of people employed:

No major changes in employees recruitment during the financial year under review. The company has not made significant development in human resources.

DIVIDEND:

During the financial year under review, your board of directors do not recommend any dividend.

TRANSFER TO RESERVES:

During the financial year under review, no amount has been transferred to the reserves.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

As per the provisions of section 152 of the Companies Act, 2013, Mrs. Sobharani Nandury, who retires by rotation at the ensuing Annual General Meeting and being eligible offer herself for re-appointment. The board recommends her reappointment.

During the period under review, Ms. Neha Agarwal, resigned from the position of the Company Secretary of the Company w.e.f. 31.07.2022.

During the period under review, Ms. Shruti Agarwal has appointed as the Company Secretary and compliance officer of the Company w.e.f. 30.01.2023.

During the financial year under review, there is no change in constitution of Board of Directors of Company.

As per the provisions of section 152 of the Companies Act, 2013, Mrs. Sobharani Nandury, who retires by rotation at the ensuing Annual General Meeting and being eligible offer herself for re-appointment. The board recommends her reappointment.

BOARD MEETINGS:

Five (05) meetings of the Board of Directors were held during the financial year and the details are given in paragraph 2 (d) of Corporate Governance report attached to this Annual Report.

COMPLIANCE OF SECRETARIAL STANDARDS:

During the period under review, company has complied with all the applicable secretarial standards, notified under sec 118 (10) of the Companies Act, 2013.

ANNUAL RETURN:

The copy of the annual return is available at www.pcalindia.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not granted any loans or given any guarantees or made any investments covered under the provisions of section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS:

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and regulation 23 of SEBI (LODR) Regulations, 2015, during the financial year were in the ordinary course of business and on an arms length pricing basis. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards has been made in the notes to the financial statements. The details of related party transactions for the Financial Year 2022-23 is enclosed as Annexure-II.

CORPORATE SOCIAL RESPONSIBILITY:

In terms of section 135 of the Companies Act, 2013, every company having net worth of rupees five hundred crores or more, or turnover of rupees one thousand crores or more or a net profit of rupees five crore or more during the immediately preceding financial year shall constitute CSR Committee and formulate a Corporate Social Responsibility (CSR) Policy. Since, the Company does not fall under the said criteria during the immediately preceding financial year, the provisions of Sec 135 of the Companies Act, 2013, Schedule VII and the rules made thereunder are not applicable to the Company. Accordingly, a report on CSR activities as per rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 is not applicable.

CONSERVATION OF ENERGY, TECHNOLOGY, and ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:

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

CONSERVATION OF ENERGY:

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.

(i) The steps taken or impact on conservation of energy:

The company does not fall in those list of industries which consumes high energy resources, However the company making efforts to reduce the energy consumption.

(ii) The steps taken by the company for utilizing alternate source of energy:

Not applicable

(iii) The capital investment on energy conservation equipment:

No capital investment made as the company is consuming very less energy.

TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:

There was no technology absorption and no foreign exchange earnings or out go, during the year under review. Hence, the information as required under section 134(3) (m) of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014 is to be regarded as Nil.

The Company has not entered into any technology transfer agreement.

PARTICULARS OF EMPLOYEES:

The Company has not employed any individual whose remuneration exceeds the limits prescribed under the provisions 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 & Co, Chartered Accountants, Hyderabad, have been re-appointed as statutory auditors of Company for a period of five years in the AGM held for the F.Y. 2022-23. Accordingly, they will continue as statutory auditors of the company till conclusion of 42^nd Annual General Meeting of the Company.

INTERNAL AUDITORS:

Pursuant to section 138 of the Companies Act, 2013, the Board in its meeting held on 30.05.2022 has appointed M/s. Bashetty & Joshi, Chartered Accountants, Hyderabad, as Internal Auditors of the company for the financial year 2022-23.

SECRETARIAL AUDITOR:

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. SGP & Associates, Company Secretaries, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company and the Report on the Secretarial Audit for the financial year 2022-23 is enclosed herewith as Annexure III.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the year under review, there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS:

During the year under review, no application is made on company or by company and there were no ongoing/pending proceedings under the provisions of Insolvency and Bankruptcy Code, 2016.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS:

During the year under review, there are no such cases.

DETAILS FRAUDS REPORTED BY AUDITORS U/S 143:

The auditors have not reported any frauds pursuant to sec.143 (12) of the Companies Act, 2013. Hence, the information to be provided pursuant to section 134 (3) (ca) of the Companies Act, 2013, may be treated as NIL.

CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated financial statements of the Company is prepared in accordance with relevant Accounting Standards issued by the Institute of Chartered Accountants of India which form part of this Annual Report.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing obligatory Disclosure Requirements (LODR Regulations) with the BSE Ltd, Mumbai. A report on Corporate Governance, along with a certificate of compliance from the Auditors, forms part of this Report as Annexure- IV.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

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

The Board has received declarations from the Independent Directors, as required under Sec 149 (7) of the Companies Act, 2013 stating the fulfilment of criteria mentioned in the sub section (6) of Sec 149 of the Companies Act, 2013 and the rules made thereunder and recorded the same in the board meeting held on 08.04.2022.

NOMINATION AND REMUNERATION POLICY CRITERIA FOR SELECTION AND REMUNERATION OF DIRECTORS, KMP AND EMPLOYEES:

The Nomination and Remuneration Committee of the Board, comprises two Independent Non-Executive Directors namely Mr.Narasimha Rao Joga, Mr. V.R. Shankara and one Non-Independent Non-Executive Director, namely Mrs. Suchitra Nandury.

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

Selection criteria for Directors:

The Company shall consider the 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 experience in one or more fields of finance, law, management, sales, marketing, administration, public administrative services, research, corporate governance, technical operations or any other discipline related to the Companys business.

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

Conflict of Interest: The candidate should not hold Directorship in any competitor company and should not have any conflict of interest with the Company.

Directorship: The number of companies in which the candidate holds Directorship should not exceed the number prescribed under the Act.

Independence: The candidate proposed to be appointed as an Independent Director should not have any direct or indirect material pecuniary relationship with the Company and must satisfy the requirements imposed under the Act.

The policy provides that while appointing a Director to the Board, due consideration will be given to approvals of the Board and/or shareholders of the Company in accordance with the Act.

Remuneration for Directors, KMP and other Employees:

The policy provides that the remuneration of Directors, KMP and other employees shall be based on the following key principles:

• Pay for performance: Remuneration of Executive Directors, KMP and other employees is a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goal. The remuneration of Non-Executive Directors shall be decided by the Board based on the profits of the Company and industry benchmarks.

• Balanced rewards to create sustainable value: The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors and employees of the Company and encourage behaviour that is aligned to sustainable value creation.

• Competitive compensation: Total target compensation and benefits are comparable to peer companies in the industry and commensurate to the qualifications and experience of the concerned individual.

• Business Ethics: Strong governance processes and stringent risk management policies are adhered to in order to safeguard our stakeholders interest. The Nomination and Remuneration Policy may be accessed on the Companys website at the link: http://www.pcalindia.com

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

MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes from the end of the financial year fill the date of this report, affecting the financial position of the Company.

DETAILS OF DEPOSITS UNDER CHAPTER V:

The company has not accepted deposits from the members/public falling within the meaning of section 73 and/or Sec 76 of the Companies Act, 2013 and the companies (Acceptance of Deposits) Rule,2014. Accordingly, furnishing of the details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013 does not arise.

MAINTENANCE OF COST RECORDS:

The requirement of maintenance 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. Accordingly, the Company has not maintained such accounts and records for the financial year under review.

INFORMATION AS REQUIRED U/S 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL), ACT, 2013:

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

There were no complaints received/pending under the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal), Act, 2013.

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

Keeping in view the various provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 in regard to dealing with powers, duties and functions of the Board of Directors of the Company, your Company has adopted criteria for evaluating the performance of its Board, Committees and other Directors including Independent Directors applicable from the financial year 2022-23. The said criteria contemplates evaluation of Directors based on their performance as directors apart from their specific role as independent, non-executive and executive directors as mentioned below:

a. Executive Directors, being evaluated as Directors as mentioned above, will also be evaluated on the basis of targets / criteria given to executive Directors by the board from time to time as well as per their terms of appointment.

b. Independent Directors, being evaluated as a Director, will also be evaluated on meeting their obligations connected with their independence criteria as well as adherence with the requirements of professional conduct, roles, functions and duties specifically applicable to Independent Directors as contained in Schedule IV to the Companies Act, 2013.

The criteria also specifies that the Board would evaluate each committees performance based on the mandate on which the committee has been constituted and the contributions made by each member of the said committee in effective discharge of the responsibilities of the said committee. The Board of Directors of your company has made annual evaluation of its performance, its committees and directors for the financial year 2022-23 based on afore stated criteria.

DISCLOSURES:

Enquiry Committee:

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

Audit Committee:

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

Vigil Mechanism:

The Vigil Mechanism of the Company, 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 a letter to the officer or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Companys website at the link: http:// www.pcalindia.com.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

(i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2022-23 and ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2022-23, are as under:

Sl. No. Name of Director/ KMP And Designation	Remuneration of Director/KMP for financial year 2022-23	% increase in Remuneration in the Financial Year 2022-23	Ratio of remuneration of each Director/ to median remuneration of employees
1. Mr. Tejaswy Nandury, 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, Whole Time Director	Nil	Nil	Nil
5. Mrs. Suchitra Nandury, Director	Nil	Nil	Nil
6. Ms. Shruti Agarwal, Company Secretary	41,290	NA	1.12
7. Mr. K Sreedhar Babu, Chief Financial Officer	17,55,600	10.00	47.64

(ii) The median monthly remuneration of employees of the Company during the financial year was Rs. 36,850/-

(iii) In the financial year, there was an increase of 10% in the median monthly remuneration of employees;

(iv) There were 4 (Four) permanent employees on the rolls of Company as on March 31, 2023;

(v) Average percentage decrease made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2021-22 was 9.39% whereas the increase in the managerial remuneration for the same financial year was 10% and it is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions on these items during the financial year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of Employee stock option Scheme.

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

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

6. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

Your Directors further state that during the financial year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal Act, 2013).

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sec 134(3)(c) of the Companies Act, 2013 the Board of Directors of your Company hereby certifies and confirms that:

a. In the preparation of the standalone Annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. 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 financial year;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the Annual financial statements on a going concern basis;

e. The directors, has laid down internal financial control to be followed by the company and that such internal financial controls are adequate and operating effectively;

f. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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 financial 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/-
VRSHANKARA	SOBHARANI NANDURY
DIRECTOR	WHOLE-TIME DIRECTOR
DIN:00041705	DIN:00567002
Place: Hyderabad
Date: 10.08.2023