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Nouveau Global Ventures

BSE: 531465|ISIN: INE317B01034|SECTOR: Trading
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Nouveau Global Ventures is not listed on NSE
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Mar 15
Accounting Policy Year : Mar '16

A. RELATED PARTY TRANSACTIONS

There were no materially significant transactions with the related parties, during the year, which were in conflict with the interests of the Company and that require an approval of the Company in terms of the SEBI Listing Regulations. Transactions with the related parties are disclosed in Notes to the Annual Accounts.

The Audit Committee grants omnibus approval from the financial year 2015-16 onwards for each financial year upto the maximum amount per annum for the proposed related party transactions.

Audit Committee lays down the criteria for granting omnibus approvals in line with the policy for transactions which are repetitive in nature. In such cases where the need for Related Party Transaction cannot be foreseen and details as required above are not available, the Audit Committee grants omnibus approval for such transactions subject to their value not exceeding Rupees Fifty Crore per annum per related party. The Audit Committee reviews, at least on a quarterly basis, the details of related party transactions entered into by the Company pursuant to each of the omnibus approval given.

The policy on Related Party Transactions is displayed on the website of the Company under the web link http://www.nouveauglobal.com/pdf/PolicyOnRelatedPartyTransaction.pdf.

B. Details of non-compliance by the Company, penalties, and strictures imposed on the Company by Stock Exchange(s) or SEBI or any statutory authority on any matter related to capital markets, during the last three years.

During the year 2014-15, the Company paid penalty of Rs. 11,124 to BSE for non-compliance of Clause 31 of Listing agreement during the year ended March, 2014.

C. DISCLOSURE OF ACCOUNTING TREATMENT

Your Company has not adopted any alternative accounting treatment prescribed differently from the Accounting Standards issued by The Institute of Chartered Accountants of India. The significant accounting policies which are consistently applied have been set out in the Notes to the financial statements.

D. WHISTLE BLOWER POLICY

Your Company has established a Vigil Mechanism/ Whistle Blower Policy to enable stakeholders (including Directors and employees) to report unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct. The Policy provides adequate safeguards against victimization of Director(s)/ employee(s) and direct access to the Chairman of the Audit Committee in exceptional cases. The Protected Disclosures, if any reported under this Policy will be appropriately and expeditiously investigated by the Chairman.

Your Company hereby affirms that no Director/ employee have denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

The Whistle Blower Policy has been disclosed on the Company''s website under the web link http://www.nouveauglobal.com/pdf/WhistleBlowerPolicy.pdf and circulated to all the Directors / employees.

E. The Company has complied with all applicable mandatory requirements in terms of Clause 49 of the Listing Agreement/SEBI Listing Regulations. Non mandatory requirements to extent possible have been complied with and will be reviewed from time to time for due implementation of same. A report on the compliances on the applicable laws for the Company is placed before the Board on a quarterly basis for its review and consideration

F. RECONCILIATION OF SHARE CAPITAL AUDIT

The Company has engaged a qualified practicing Chartered Accountant to carry out a share capital audit to reconcile the total admitted equity share capital with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and the total issued and listed equity share capital. The audit report confirms that the total issued / paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.

G. RISK MANAGEMENT COMMITTEE

Your Company has constituted a Risk Management Committee. The Committee comprises Mr. Narendra Gupta as the Chairman and Mr. Manoj Bhatia and Mr. Omprakash Bajaj as members o the Committee.

The role of Risk Management Committee is as follows:

- Identifies potential risks associated with the Company''s business

- Implementation of Risk Management Systems and Framework;

- Reviewing the Company''s financial and risk management policies;

- Assessing risk and minimizing the procedures;

- Framing, implementing and monitoring the risk management plan for the Company.

H. COMPLIANCE CERTIFICATE FROM THE AUDITORS

The Company has obtained a Certificate from the Auditors of the Company regarding compliance with the provisions relating to Corporate Governance prescribed by SEBI listing Regulation, which is attached as Annexure-IV herewith.

APPOINTMENT & REMUNERATION POLICY OF DIRECTORS. KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

1. OBJECTIVE:

We design our Remuneration Policy to attract, motivate and retain the Directors, KMP and other employees who are the drivers of organization''s success and help us to run the company successfully and to retain our industry competitiveness.

2. POLICY ON BOARD DIVERSITY:

The Board of Directors shall have the optimum combination of Directors including one Woman Director from different areas/fields like production, Technology management, Finance, Sales & marketing, Human Resources, Administration etc or as may be considered appropriate.

The Board shall have at least one Board member who has accounting or related financial management expertise and at least three members who are financially literate.

2.1 Policy for Appointment and Removal of Director, Senior Management Personnel & KMP:

- Selection Criteria for Directors:

The Company shall consider the following aspects while appointing a person as a Director on the Board of the Company:

i) 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 Company''s business

ii) 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.

iii) Directorship: The number of companies in which the candidate holds Directorship should not exceed the number prescribed under the Companies Act, 2013 or under the Listing Agreement requirements.

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

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 Companies Act, 2013 ; and

- The Articles of Association of the Company.

- Selection Criteria for Senior Management Personnel & KMP

For the purpose of this policy Senior Management shall mean all the members of management one level below the executive directors, including all functional heads of the Company. The policy provides that the candidate should have appropriate qualifications, functional expertise and experience for discharging the role. The qualifications, skills and experience of each such position shall be defined in the job description, which will be maintained by the Company.

- Removal: i) Directors & KMPs:

The Committee may recommend, to the Board with reasons recorded in writing, removal of a Director and KMP subject to the provisions and compliance of the Companies Act, 2013 rules and regulations there under.

ii) Senior Management Personal:

The Senior Management Personnel shall retire as per the prevailing policy of the Company. The Committee will have the discretion to retain the Senior Manager Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company based on the recommendation of Board of Directors.

3. PERFORMANCE EVALUATION OF DIRECTORS:

The Nomination & Remuneration Committee of the Board laid down the criteria for performance evaluation of all Directors. The performance evaluation has been done by the entire Board of Directors, except the Director concerned being evaluated. The criteria for performance evaluation are as follows:

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