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Nouveau Global Ventures

BSE: 531465|ISIN: INE317B01034|SECTOR: Finance - General
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Directors Report Year End : Mar '15    Mar 14
To,
 
 The Members,
 
 Nouveau Global Ventures Limited
 
 The Directors are pleased to present their 27th Annual Report together
 with the audited financial statements, for the financial year ended
 March 31, 2015.
 
 1.  FINANCIAL PERFORMANCE OF THE COMPANY
 
                                                          (Rs. In Lacs)
 
 Particulars                                   Year ended     Year ended
                                               31st March,    31st March,
                                               2015           2014
 
 Profit before Interest,                         77.54           47.07
 depreciation, tax and
 Extra Ordinary Items
 
 Depreciation/amortization                       13.94           13.13
 
 Profit before interest, tax                     63.59           33.94
 and Extra Ordinary Items
 
 Finance Costs                                   56.43           11.11
 
 Profit before tax and                            7.16           22.82
 Extra Ordinary Items
 
 Less: Provision for taxes on income
 
 -Current tax                                     0.32            6.03
 
 --Deferred tax liability /                      (1.82)          (0.43)
 (asset)
 
 Profit before Extra                              8.66           17.22
 Ordinary Items
 
 Extra Ordinary Items (Net of Tax)                   -               -
 
 Profit for the year                              8.66           17.22
 
 2.  STATE OF COMPANY''S AFFAIRS
 
 The Company has achieved a Profit after tax of Rs. 8,66,392/- (Rupees
 Eight Lacs Sixty Six Thousand Three Hundred and Ninty Two Only) from
 the operations of the Company as compared to a profit after tax of Rs.
 17,22,156/- (Rupees Seventeen Lacs Twenty Two Thousand One Hundred and
 Fifty Six Only) earned during the previous financial year. The turnover
 of the company during the financial year was Rs. 6,02,04,687/- (Rupees
 Six Crore Two Lacs Four Thousands Six Hundred Eighty Seven ) as against
 last year''s turnover Rs.  9,51,74,564/- (Rupees Nine Crore Fifty One
 Lacs Seventy Four Lacs Five Hundred Sixty Four ) .
 
 The Company has four reportable business segments i.e. Multimedia,
 Financial & Consultancy, Dealing in Shares & Securities and Textile
 Division The Company always intends to grab the opportunities available
 in these fields.
 
 3.  DIVIDEND & RESERVES
 
 Yours Directors do not recommend any dividend for the year ended March
 31, 2015, 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, 2015 is
 Rs.18,55,30,000 (Rupees Eighteen Crores Fifty Five Lac 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
 
 As on March 31, 2015, the Company has following two unlisted wholly
 owned 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.
 65.23 Lacs as on March 31, 2015.
 
 2.  Nouveau Global Ventures 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 VENTURES FZE has increased from Rs. 4063.99
 lacs in the previous year to Rs. 4415.83 lacs during the current
 financial year 2014-15. Net profit during the period is Rs. 299.69
 lacs, as compared to a net profit of Rs. 291.75 lacs 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.
 
 The Company does not have any material subsidiary as defined under
 Clause 49 of the Listing Agreement. However, the Company has formulated
 a policy for determining Material Subsidiaries in terms of Clause 49 of
 the Listing Agreement 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 A.
 
 6.  DIRECTORS
 
 In terms of Section 149 of the Act, the Members, at their meeting held
 on September 30, 2014, appointed the following as Independent Directors
 of the Company:
 
 - Mr. Manoj Bhatia (w.e.f. 30.09.2014)
 
 - Mr. Narendra Gupta (w.e.f. 30.09.2014) - Mr. Omprakash Bajaj (w.e.f.
 30.09.2014)
 
 - Mr. Naushad Mohd. Sayeed Bhramer (w.e.f. 30.09.2014)
 
 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.
 
 During the year under review, Mr. Naushad Mohd. Sayeed Bhramer resigned
 as an Independent Director of the Company w.e.f.  November 1, 2014.The
 Board has placed on record its deep appreciation for the valuable
 contribution made by him during his tenure of office.
 
 Pursuant to Sections 149 and 161 of the Companies Act, 2013 and in
 terms of Clause 49 of the Listing Agreement, the Board of Directors had
 at its meeting held on March 30, 2015, appointed Mrs. Asha Khadaria as
 an Additional Director of the Company w.e.f March 30, 2015.  The
 requisite resolution for approval of her appointment as Director is
 being proposed in the notice of the ensuing AGM for the approval of the
 members.
 
 The Company has received declarations from all the Independent
 Directors of the Company, confirming that they meet with the criteria
 of independence as prescribed both under sub- section (6) of Section
 149 of the Companies Act, 2013 and under Clause 49 of the Listing
 Agreement with the Stock Exchanges.
 
 None of the Directors are disqualified from being appointed as
 Directors as specified in section 164 of Companies Act, 2013.
 
 7.  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 (6) of the
 Act and Clause 49 of the Listing Agreement entered into with the Stock
 Exchange. 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.
 
 8.  KEY MANAGERIAL PERSONNEL
 
 During the year under review, in terms of Section 203 of the Act, your
 Company appointed Mr.  Naresh Kedia as Chief Financial Officer on
 September 17, 2014 as Key Managerial Personnel.
 
 9.  MEETINGS OF THE BOARD
 
 During the year under review, 9 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.
 
 10. COMMITTEES OF THE BOARD
 
 The Committees of the Board focus on certain specific areas and make
 informed decisions in line with the delegated authority. The following
 substantive Committees constituted by the Board function according to
 their respective roles and defined scope:
 
 - 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 familiarisation programmes for
 Independent Directors are given in the Report on Corporate Governance.
 
 11. MANAGEMENT DISCUSSION AND ANALYSIS
 
 Pursuant to the requirement of the clause 49 of Listing Agreement with
 Stock Exchange in India, the Management Discussion and Analysis Report
 is presented in a separate section forming part of this Annual Report
 marked as Annexure B.
 
 12. CORPORATE GOVERNANCE:
 
 Your Company has always endeavoured to adhere to high standards of
 Corporate Governance and ensured its compliance both in spirit and law.
 
 As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
 separate section on Corporate Governance practices followed by the
 Company, together with a certificate from the Company''s Auditors
 confirming compliance forms an integral part of this Report.
 
 13. STATUTORY AUDITORS & AUDITORS'' REPORT
 
 M/s. CPM & Associates, Chartered Accountants (Firm Registration No.
 114923W), Statutory Auditors of your Company, hold office until the
 conclusion of the ensuing Annual General Meeting and being eligible
 have offered themselves for re-appointment as Statutory Auditors for
 the financial year 2015-16. As required under the provisions of Section
 139 of the Companies Act, 2013, the Company has obtained written
 confirmation from M/s. CPM & Associates that their appointment, if
 made, would be in conformity with the limit specified under Section
 141(3) (g) of the Companies Act, 2013.
 
 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 .
 
 14. SECRETARIAL AUDITORS & AUDITORS'' REPORT
 
 Pursuant to the provisions of Section 204 of the Act and The Companies
 (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
 Board of Directors of the Company had appointed Mr. Shiv Hari Jalan,
 Practicing Company Secretary to undertake the Secretarial Audit of the
 Company for the year ended March 31, 2015.
 
 Pursuant to Clause 47 (c) of the Listing Agreement with the Stock
 Exchanges, certificates have been issued on a half-yearly basis, by a
 Company Secretary in practice.
 
 A Company Secretary in practice carries out a quarterly Reconciliation
 of Share Capital Audit, to reconcile the total admitted capital with
 National Securities Depository Ltd. (NSDL) and Central Depository
 Services (India) Ltd. (CDSL) and the total issued and listed capital.
 The audit confirms that the total issued/ paid-up capital is in
 agreement with the aggregate of the total number of shares in physical
 form and the total number of shares in dematerialized form (held with
 NSDL and CDSL).
 
 The Secretarial Audit Report for the financial year ended March 31,
 2015 is annexed herewith marked as Annexure C to this Report.
 
 Certain observations made in the report were mainly due to ambiguity
 and uncertainty of the applicability of the same for the relevant
 period.  However, the company would ensure in future that all the
 provisions are complied to the fullest extent.
 
 15. 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, 2015, 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, 2015 and of the profit and loss of the
 Company for the year ended March 31, 2015;
 
 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.
 
 16. EXTRACT OF ANNUAL RETURN
 
 An extract of Annual Return in Form MGT-9 as on March 31, 2015 is
 attached as Annexure-D to this Report.
 
 17. DEPOSITS
 
 In terms of the provisions of Sections 73 of the Act read with the
 relevant Rules of the Act, the Company had no opening or closing
 balances and also has not accepted any fixed deposits during the year
 under review and as such, no amount of principal or interest was
 outstanding as on March 31, 2015.
 
 18. 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. However, the material related
 party transactions are accorded for shareholders approval in the
 ensuing Annual General Meeting.
 
 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.
 
 19. DIRECTORS '' APPOINTMENT AND REMUNERATION POLICY
 
 The Remuneration policy of the Company comprising the appointment and
 remuneration of the Directors, Key Managerial Personnel and Senior
 Executives of the Company including criteria for determining
 qualifications, positive attributes, independence of a Director and
 other related matters has been disclosed in the Corporate Governance
 Report which forms part of this Report.
 
 20.  CODE OF CONDUCT FOR BOARD AND SENIOR MANAGERIAL PERSONNEL
 
 The Board has laid down separate Codes of Conduct for Non-Executive
 Directors and Senior Management personnel of the Company and the same
 are posted on the Company''s website www.nouveauglobal.com. All Board
 Members and Senior Management personnel have affirmed compliance with
 the Code of Conduct. The Managing Director has also confirmed and
 certified the same. The certification is enclosed at the end of the
 Report on Corporate Governance.
 
 21. GUIDELINES ON INSIDER TRADING
 
 Based on the requirements under SEBI (Prohibition of Insider Trading)
 Regulations, 1992, as amended from time to time, the code of conduct
 for prevention of insider trading and the code for corporate
 disclosures (Code), as approved by the Board from time to time, are
 in force by the Company. The objective of this Code is to protect the
 interest of shareholders at large, to prevent misuse of any price
 sensitive information and to prevent any insider trading activity by
 dealing in shares of the Company by its Directors, designated employees
 and other employees. The Company also adopts the concept of Trading
 Window Closure, to prevent its Directors, Officers, designated
 employees and other employees from trading in the securities of the
 Company at the time when there is unpublished price sensitive
 information.  The Board is responsible for implementation of the Code.
 
 All Board of Directors and the designated employees have confirmed
 compliance with the Code. The details of the Code adopted by the
 Company forms a part of Corporate Governance Report annexed to this
 Report.
 
 22. VIGIL MECHANISM / WHISTLE BLOWER POLICY
 
 Pursuant to Section 177(9) of the Act, the Company has established a
 Vigil Mechanism that enables the Directors and Employees to report to
 the management, instances of unethical behaviour, actual or suspected,
 fraud or violation of the Company''s code of conduct or ethics policy.
 
 The Vigil Mechanism provides for:
 
 a) adequate safeguards against victimization of persons who use the
 Vigil Mechanism; and
 
 b) direct access to the Chairperson of the Audit Committee of the Board
 of Directors of the Company in appropriate or exceptional cases.
 
 Details of the Vigil Mechanism policy/Whistle Blower Policy is
 explained in the Corporate Governance Report and is made available on
 the Company''s website www.nouveauglobal.com
 
 23. 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 Wo m e n a t t h e Wo r k
 p l a c e ( P r e v e n t i o n , 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 2014-2015, no complaints were received by the Company
 related to sexual harassment.
 
 24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
 
 The details of loans and Investments covered under section 186 of the
 Companies Act, 2013 made by your Company during the year under review
 are given in the Notes on financial statement referred to in the
 Auditors'' Report.
 
 25. 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.
 
 26. FOREIGN EXCHANGE EARNINGS AND OUT-GO :
 
 During the period under review there was no foreign exchange earnings
 or out flow.
 
 27. PERFORMANCE EVALUATION OF THE BOARD
 
 Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
 the Listing Agreement, Independent Directors at their meeting without
 the participation of the Non- independent Directors and Management,
 considered/evaluated the performance of the board as a whole and
 Non-independent Directors.
 
 The Board subsequently evaluated its own performance, the working of
 its Committees (Audit, Nomination and Remuneration and Stakeholders
 Relationship Committee) and Independent Directors (without
 participation of the relevant Director). The criteria for performance
 evaluation have been detailed in the Corporate Governance Report which
 is annexed and forms part to this Report.
 
 28. 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.
 
 29. RISK MANAGEMENT
 
 The Company has devised and implemented a mechanism for risk management
 and has developed a Risk Management Policy. As per the policy
 requirement Board of the Company has formed a risk management committee
 to frame, implement and monitor the risk management plan for the
 Company. The details of the Committee are provided in the Corporate
 Governance Report annexed to this Report.
 
 The committee is responsible for reviewing the risk management plan and
 ensuring its effectiveness . The audit committee has additional
 oversight in the area of financial risks and controls. Major risks
 identified by the businesses and functions are systematically addressed
 through mitigating actions on a continuing basis.
 
 30. 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 2015-16 to Bombay Stock Exchange.
 
 vi) There were no material changes and commitments affecting the
 financial position of the Company between the end of financial year and
 the date of the Report.
 
 31. ACKNOWLEDGMENT
 
 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 endeavours.
 
 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 : 01953191              DIN : 00219096
 
 Date : August 14, 2015
 
 Place : Mumbai
Source :
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