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Nouveau Global Ventures

BSE: 531465|ISIN: INE317B01034|SECTOR: Trading
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Directors Report Year End : Mar '16    Mar 15

To,

The Members,

Nouveau Global Ventures Limited

Your Directors submit the 28th annual report of the Company, together with the audited financial statements, for the financial year ended March 31, 2016.

1. FINANCIAL PERFORMANCE OF THE COMPANY

(Rs. in Lacs)

PARTICULARS

Year ended March 31,2016

Year ended March 31,2015

Profit before interest, depreciation, tax and Extra Ordinary Items

80.30

77.54

Depreciation/amortization

14.50

13.94

Profit before interest, tax and Extra Ordinary Items

65.80

63.59

Finance Costs

100.10

56.43

Profit/ Loss before tax and Extra Ordinary Items

(34.30)

7.16

Less: Provision for taxes on income

- Current tax

0.32

- Deferred tax liability / (asset)

(0.93)

(1.82)

Profit before Extra Ordinary Items

(33.37)

8.66

Extra Ordinary Items (Net of Tax)

Profit/ Loss for the year

(33.37)

8.66

2. STATE OF COMPANY''S AFFAIRS

The Company has Five reportable business segments i.e. Multimedia, Financial & Consultancy, Dealing in Shares & Securities, Trading in Textile & Tele Shopping Division. Your company has also exported household products to Dubai and earned Rs. 5,57,179/-(Rupees Five lacs Fifty Seven thousands one hundred seventy nine) and your company is a Clearing & Forwarding Agent of Naaptol from which it earned commission on consignment sale of Rs. 95,05,398 (Rupees Ninety Five Lacs five thousands three hundred ninety eight). Your Company always intends to grab the opportunities available in these fields.

The Company has incurred Loss after tax of Rs. 33,37,666/- (Rupees Thirty Three Lacs Thirty Seven Thousand Six Hundred and Sixty Six Only) from the operations of the Company as compared to a profit after tax of Rs. 8,66,392/- (Rupees Eight Lacs Sixty Six Thousand Three Hundred and Ninety Two Only) earned during the previous financial year. The turnover of the company during the financial year is Rs. 3,22,06,969/- (Rupees Three Crore Twenty Two Lacs Six Thousands Nine Hundred Sixty Nine). Barring unforeseen circumstances, the directors of your company expect growth in profit in future.

3. DIVIDEND & RESERVES

Yours Directors do not recommend any dividend for the year ended March 31, 2016, in view of the growth of the business and insufficient profits during the year.

During the year under review, no amount was transferred to Reserves.

4. SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2016 is Rs. 18,55,30,000 (Rs. Eighteen Crores Fifty Five Lacs Thirty Thousand only). During the year under review, the Company has not issued any shares with or without differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

5. SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES

The Company has two unlisted wholly owned subsidiary Companies as on March 31, 2016. There has been no material change in the nature of the business of the subsidiaries.

1. Nouveau Shares and Securities Limited

The wholly owned subsidiary of the Company, a closely held Public Ltd. Company incorporated in October 1994 M/s. Nouveau Shares and Securities Limited is engaged into the core business of Share Broking. The Company is a 100% subsidiary of Nouveau Global Ventures Ltd. The Company has Paid-Up Share Capital of Rs.125.50 Lacs and having Net worth of Rs. 62.62 Lacs as on March 31, 2016.

2. Nouveau Global Venture FZE

In view of the large scale expansion drive of the company, a business entity by way of a 100% subsidiary was incorporated in Ras Al Khaimah Free Trade Zone as per law applicable in UAE. The subsidiary is functioning in the same line of business of the parent company.

Net sales of Nouveau Global Venture

FZE have increased from Rs. 441.08 lakhs in the previous year to Rs. 885.90 lakhs during the Current Financial Year 2015-16. Net profit during the period is Rs. 296.84 lakhs, as compared to a net profit of Rs. 299.68 lakhs in the previous year.

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, the Company has prepared its consolidated financial statement including all of its subsidiaries, which is forming part of this report. The financial position and performance of its subsidiaries are given in the statement containing salient features of the financial statements of the said subsidiaries, which form part of the consolidated financial statements.

In accordance with third proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been hosted on its website www.nouveauglobal.com. Further, as per fourth proviso to the said section, the audited annual accounts of each of the said subsidiary companies of the Company have also been hosted on the Company''s website www.nouveauglobal.com. Any shareholder who may be interested in obtaining a copy of the aforesaid documents may write to the Company Secretary at the Company''s Registered Office. Further, please note that the said documents will be available for examination by the shareholders of the Company at its Registered Office during business hours.

Nouveau Global Ventures - FZE, is material subsidiary company of Nouveau Global Ventures Limited as per SEBI (Listing Obligation & Disclosure Requirement) Regulation 2015, which is incorporated in Ras Al Khaimah Free Trade Zone as per law applicable in UAE. However, the Company has formulated a policy for determining Material Subsidiaries in terms of Listing Regulation and the same is available on the website of the Company at www.nouveauglobal.com.

During the year under review, no Company has become or ceased to be a subsidiary of the Company. The Company does not have any associate or joint venture Companies. A statement containing the salient features of the financial position of the subsidiary companies in Form AOC-1 is annexed as Annexure-II.

6. DIRECTORS

Pursuant to the provisions of section 149 of the Companies Act, 2013, Mr. Narendra Gupta, Mr. Manoj Bhatia, Mr. Omprakash Bajaj were appointed as independent directors at the annual general meeting of the Company held on September 30, 2014. They have submitted a declaration that each of them meets the criteria of independence as provided in section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

In accordance with the provisions of Section 152 of the Act and in terms of Articles of Association of the Company, Mr. Mohit Khadaria, Director of the Company, retires by rotation, at the forthcoming Annual General Meeting (AGM) and, being eligible, offers himself for re appointment.

None of the Directors are disqualified from being appointed as Directors as specified in section 164 of Companies Act, 2013.

7. KEY MANAGERIAL PERSONNEL

Key Managerial Personnel''s (KMP''s) of the Company under Section 203 of the Companies Act, 2013, are as follows:

Sr.No

Name

Designation

1

Mr. Naresh Kedia

Chief Financial Officer

2

Mr. Aashish Garg*

Company Secretary

Note: Mr. Aashish Garg has been appointed as Company Secretary of the Company w.e.f. Oct. 9, 2015, during the year under review.

8. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (7) of the Act and Regulation 25 of SEBI Listing Regulation. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

9. MEETINGS OF THE BOARD

During the year under review, 10 meetings of the Board of Directors were held. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

10. COMMITTEES OF THE BOARD

In accordance with the applicable provisions of Companies Act, 2013 & SEBI Listing Regulation the Board has constituted the following Committees:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

- Risk Management Committee

Details of composition, terms of reference, number of meetings held for respective committees and details of the familiarization programmes for Independent Directors are given in the Report on Corporate Governance.

11. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3) (c) of the Companies Act, 2013, your Directors to the best of their knowledge and belief and according to the information and explanations obtained by them, hereby confirm:

a) That in the preparation of the annual financial statements for the year ended March 31 , 201 6, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b) That Appropriate accounting policies have been selected and applied consistently and have 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 as at March 31, 2016 and of the profit and loss of the Company for the year ended March 31, 2016;

c) That proper and sufficient care has been taken 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) That the annual financial statements have been prepared on a going concern basis;

e) That the Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

f) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. EMPLOYEE STOCK OPTION SCHEME

Presently, the Company does not have a scheme for grant of stock options to its employees.

13. MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with SEBI Listing Regulations the Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report marked as

Annexure-III.

14. CORPORATE GOVERNANCE:

Your Company has always endeavored to adhere to high standards of Corporate Governance and ensured its compliance both in spirit and law.

As per Regulation 34 of SEBI Listing Regulation, a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance attached as Annexure-IV.

15. STATUTORY AUDITORS & AUDITORS'' REPORT

Pursuant to the provisions of section 139 of the Act and the rules framed thereafter, M/s. CPM & Associates, Chartered Accountants (Firm Registration No. 114923W), were appointed as statutory auditors of the Company from the conclusion of the this annual general meeting (AGM) till the conclusion of the twenty ninth AGM being eligible have offered themselves for re-appointment as Statutory Auditors for the financial year 2016-17, subject to ratification of their appointment at every AGM.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

16. SECRETARIAL AUDITORS & AUDITORS'' REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has re-appointed Mr. Shivhari Jalan, a Practicing Company Secretary toconduct the Secretarial Audit of the Company for the financial year 2015-2016.

The Secretarial Audit Report for the financial year ended 31st March, 2016 is annexed herewith as Annexure-V .

The responses of your Directors on the observations made by the Secretarial Auditor are as follows:-

Response to point no.1:

The company has given loans to its wholly owned subsidiary companies and such loans made are utilized by the subsidiary companies for its principal business activities.

Response to point no. 2:

Due to the transformation and application of new Companies Act, the Company was in process to get approval from the shareholders which are mandate as per the new act, as a result of this company delayed getting shareholders'' approval in pursuance to Section 186 of the Companies Act, 2013.

Further, the Company has duly charged interest on loan given in terms of Section 186, Companies Act, 2013 except for one which is doubtful of recovery.

Response to point no. 3:

Your company is law abiding entity, and filed the necessary forms & returns with the authorities. However, there were few delays due to technical reasons of uploading on MCA site which the management ensures to file the same in time.

Response to point no. 4:

In order to comply with the requirement of Section 188 of the Companies Act, 2013 and clause 49 (VII) of the Listing agreement in respect of the related party transaction the Company have duly obtained approval from the Shareholders by passing Special Resolution in the 27th AGM held on September 30, 2015.

Response to point no. 5:

Due to the system break- down the Company was not in the position to intimate to BSE about the meeting of the Board of Directors held on May 30, 2015. Thus, the acknowledgement copy the same was not available with the Company.

Response to point no. 6:

Due to the internet hitch-up the intimation was delayed which the management ensures to file the same in time hereinafter.

Response to point no. 7:

The Board is of the view that there are few delays made in respect to comply with the clause 41 (VI) (a) of the Listing agreement & Regulation 47(3) of the LODR Regulations however, with improved business policy the Company will be able to meet its obligations in time. The Board is hopeful and committed to their level best to streamline the same henceforth.

17. EXTRACT OF ANNUAL RETURN

An extract of Annual Return in Form MGT-9 as on March 31, 2016 is attached as Annexure-VI to this Report.

18. DEPOSITS

During the year under review company has neither accepted nor renewed any deposits from public within the meaning of section 73 of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014. Thus there are no unclaimed deposits as on date.

19. RELATED PARTY TRANSACTIONS

In all related party transactions that were entered into during the financial year, an endeavour was made consistently that they were on an arm''s length basis and were in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 (''the Act'') and the Listing Agreement/Listing Regulations.

All Related Party Transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit committee is obtained on a yearly basis specifying the upper ceiling as to amount for the transactions which are of foreseen and repetitive nature. The details of all such related party transactions entered into pursuant to the omnibus approval of the Committee are placed before the Audit Committee on a quarterly basis for its review.

The Company has adopted a Policy on Related Party Transactions. The Policy, as approved by the Board, is uploaded on the Company''s website at the web link: www.nouveauglobal.com. The details of the transactions with Related Parties are provided in the accompanying financial statements.

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm''s length basis, Form AOC-2 is not applicable to the Company. The details of related party transactions are set out in the notes of financial statements.

20. LISTING AGREEMENT:

Securities & Exchange Board of India, on September 2, 2015 issued SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 with the aim to consolidate streamline the provision of Listing Agreement for different segments of capital market to ensure better enforceability. The said regulation was effective from December 1, 2015. Accordingly all listed entities were required to enter into Listing Agreement with the Stock exchange where the securities of the company are listed. We Nouveau Global Ventures Limited entered into new listing agreement with Bombay Stock Exchange.

21. INTERNAL CONTROL SYSTEMS

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. Internal Audit is carried out in a programmed way and follow up actions were taken for all audit observations. Your Company''s Statutory Auditors have, in their report, confirmed the adequacy of the internal control procedures.

22. ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION

On 23rd January, 2016, the Shareholders of the Company approved by way of Postal Ballot, adoption of new set of Articles of Association in the place of existing Articles of Association in line with the provisions of the Companies Act, 2013.

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism called Whistle Blower Policy with a view to provide a mechanism for Directors and employees of the Company to raise concerns of any violations of any legal or regulatory requirement, incorrect or misrepresentation of any financial statement and reports etc. 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.

Your Company hereby affirms that no Director/ employee have denied accessing the Chairman of the Audit Committee and that no complaints were received during the year. The details of the Policy have been posted on the Company''s website www.nouveaualobal.com.

24. CORPORATE SOCIAL RESPONSIBILITIES INITIATIVES

The prerequisite in terms of Section 135 of the Companies Act, 2013 of corporate social responsibility does not apply to the Company.

25. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment/Anti Sexual Harassment policy at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under, if any.

The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, to inquire into complaints of sexual harassment and recommend appropriate action. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, no complaints were received by the Company related to sexual harassment.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of related party disclosures with respect to loans/advances/investments at the year end as required under Part A of Schedule V of the SEBI Listing Regulations & under Section 186 of the Companies Act, 2013 have been provided in the notes to the Financial Statements of the Company.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Since the Company is neither engaged in any manufacturing activity nor the Company has any manufacturing unit, therefore there prescribed particulars with regards to compliance of rules relating to conservation of Energy and Technology absorption pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule - 8 (3) of the Companies (Accounts) Rules, 2014 are not applicable on your Company.

28. FOREIGN EXCHANGE EARNINGS AND OUT-GO :

During the period under review your company earned Rs. 5,57,179 from export of household product to Dubai and it is further stated in the financial statement annexed with the report.

29. BOARD EVALUATION

Pursuant to the provisions of the Act and SEBI Listing Regulations, Independent Directors at their meeting held during the year without the participation of the Non Independent Directors and Management, considered/evaluated the performance of the Board of Directors, the Chairman and other Non-Independent Directors.

The Board subsequently evaluated its own performance, the working of its Committees and Independent Directors without participation of the relevant Director(s). The criteria for performance evaluation have been detailed in the Corporate Governance Report.

30. NOMINATION & REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection, appointment and remuneration of Directors and KMPs. The Remuneration Policy forms part of Corporate Governance Report as Annexure-VII.

31. PARTICULARS OF EMPLOYEES

Statement pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company since during the period under review there were no employees who were in receipt of the remuneration beyond the limits prescribed under Section 197 of the Act.

32. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments, affecting the financial position of the Company, between the end of the financial year of the Company i.e. March 31, 2016 and the date of this Report.

33. 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 year under review:

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

ii) Issue of shares (including sweat equity shares) to employees of the Company

iii) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future

iv) No change in nature of business.

v) The Company confirms that it has paid the annual listing fees for the year 201617 to Bombay Stock Exchange.

34. ACKNOWLEDGEMENT

Your Directors express deep sense of appreciation to the members, investors, bankers, service providers, customers, and other business constituents for their continued faith, abundant assistance and cooperation extended to the Company. Your Directors would like to make a special mention of the support extended by the various Departments of Government of India, the State Governments, particularly, the Tax Authorities, the Ministry of Commerce, Ministry of Corporate Affairs, Securities and Exchange Board of India and others and look forward to their continued support in all future endeavors.

Your Directors also sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels thereby contributing largely to the growth and success of the Company.

By and on behalf of the Board

For Nouveau Global Ventures Limited

Sd/- Sd/-

Krishan Khadaria Manoj Bhatia

Managing Director Director

DIN: 00219096 DIN: 01953191

Registered Office:

401/A, Pearl Arcade, Opp. P. K. Jewellers,

Daut Baug Lane, Off J. P. Road,

Andheri (West), Mumbai - 400 058.

Date : August 13, 2016 Place: Mumbai

Source :
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