Mar 31, 2016
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
Mar 31, 2015
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
Mar 31, 2014
Dear Members,
The Directors take pleasure in presenting the 26th Annual Report on
the busines and operations of your Company along with the standalone
and consolidated summary financial statements for the year ended 31st
March, 2014.
(Rs. In Lacs)
Standlone
31.03.2014 31.03.2013
Profit before interest, depreciation, taxs 47.07 44.54
and Extra Ordinary Items
Depreciation/amortization 13.13 7.81
Profit before interest, tax and 33.94 36.73
Extra Ordinary Items
Finance Costs 11.11 3.99
Profit before tax and Extra Ordinary Items 22.82 32.74
Less: Provision for taxes on income
* Current tax 6.03 9.25
* Deferred tax liability/(asset) (0.43) 0.79
Profit before Extra Ordinary Items 17.22 22.70
Extra Ordinary Items (Net of Tax) - -
Profit for the year 17.22 22.70
OPERATIONS & GENERAL REVIEW
Profit after tax from the operations of the Company amounted to Rs.
17,22,156/- in this fiscal year as compared to a profit after tax of
Rs. 22,70,072 earned during the previous financial year.
The Company has four reportable business segments i.e. Multimedia,
Financial & Consultancy, Dealing in Shares & Securities, and Textile
Division.
DIVIDEND
For conservation of resources your Directors do not recommend any
dividend for the year ended 31st March, 2014
SUBSIDIARIES
The Company has two subsidiaries as at the end of financial year
2013-14
Nouveau Shares and Securities Limited
A closely held Public Ltd. Company incorporated in October 1994 and
engaged in the 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. 66.92 Lacs
as on 31st March 2014.
Nouveau Global Ventures FZE
In view of the large scale expansion drive of the company, a business
entity by way of a 100% subsidiary is incorporated in Ras Al Khaimah
Free Trade Zone as per law applicable in UAE. The subsidiary will
function in the same line of business of the parent company.
DIRECTORS
Mr. Mohit Khadaria retire by rotation at the forthcoming Annual General
Meeting and being eligible, offer themselves for re-appointment.
Pursuant to Section 149 and other applicable provisions of Companies
Act, 2013 your Directors are seeking appointment of Mr. Manoj Ganeshdas
Bhatia, Mr. Narendra Ramkishor Gupta, Mr. Omprakash Girdharilal Bajaj
and Naushad Mohd. Sayeed Bhramer Khan as Independent Director for the
terms given in the Notice of 26th Annual General Meeting. Details of
the proposal for the appointment of above Independent Directors are
mentioned in the Explanatory Statement under Section 102 of Companies
Act, 2013 of the Notice of the 26th Annual General Meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956 your Directors confirm that:
That in the preparation of annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures.
That 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 profit of
that year.
That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
That the Directors had prepared the annual accounts on a going concern
basis.
MANAGEMENT DISCUSSIONS AND ANALYSIS
A detailed review of operations, performance and future outlook of your
Company and its business in given in the Management Discussion and
Analysis, which forms part of this report
CORPORATE GOVERNANCE
A separate report on Corporate Governance is annexed. Auditors''
certificate on compliance of conditions of the Corporate Governance as
stipulated in Clause 49 of the Listing Agreement with the Stock
Exchanges is also annexed.
PARTICULARS OF EMPLOYEES
None of the Company''s employees has drawn salary more than Rs. 60 Lacs
per Annum, if employed throughout the year and more than Rs Five Lacs
per month if employed for part of the year. Hence, information required
under section 217(2A) of the Companies Act, 1956 read with the
Companies ( Particulars of Employees) Rules, 1975 as amended is not
applicable to your Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO
The Company is not engaged in any manufacturing activity and therefore
there are no particulars to be disclosed under section 217(1)(e) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988. The information
on Foreign Exchange earnings and outgo is contained in notes of the
Financial Statements to the accounts.
AUDITORS'' REPORT
Auditors'' Report does not contain any qualifications; hence do not call
for any comments.
AUDITORS
M/s CPM & Associates, Chartered Accountants, Statutory Auditors of the
Company retires at the conclusion of the forthcoming Annual General
Meeting and being eligible, offer themselves for re- appointment. In
accordance with Section 139 of the Companies Act, 2013 read with Rules
made thereunder, M/s CPM & Associates, Chartered Accountants can be
appointed as the statutory auditors of the Company for a maximum period
of three years. They have furnished a certificate, confirming that if
re-appointed, their re- appointment will be in accordance with Section
139 read with Section 141 of the Companies Act, 2013. The members are
requested to consider their re-appointment as Auditors of the Company
for a period of three financial years and authorise the Board of
Directors to fix their remuneration.
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation for the assistance
and co-operation received from business associates, Govt. Authorities
and Members of the Company and look forward to their continued support.
Your Directors also wish to place on record their appreciation for the
devoted services of the employees of the Company.
By Order of the Board of Directors
For Nouveau Global Ventures Limited
Krishan Khadaria
Managing Director
Date : 30th May, 2014
Place : Mumbai
Registered Office:
401/A, Pearl Arcade,
Opp. P. K. Jewellers,
Dawood Baug Lane, Off J.P. Road,
Andheri (West), Mumbai - 400 058
Mar 31, 2012
The Directors present their Twenty Fourth Annual Report and the Audited
Statement of Accounts for the year ended March 31, 2012.
FINANCIAL HIGHLIGHTS
(Amt. in Lakhs)
Particulars 31st March 31st March
2012 2011
Profit before interest, depreciation,
tax and Extra Ordinary 95.61 114.10
Items
Depreciation/ amortization 5.13 5.79
Profit before interest, tax and Extra
Ordinary Items 90.48 108.31
Finance Costs 14.31 30.82
Profit before tax and Extra Ordinary Items 76.17 77.49
Less: Provision for taxes on income- Current tax 24.50 26.14
-- Fringe benefit tax NIL NIL
-- Deferred tax liability / (asset) (0.81) (3.17)
Profit before Extra Ordinary Items 52.48 54.52
Extra Ordinary Items (Net of Tax) -
Profit for the year 52.48 54.52
PERFORMANCE AND FUTURE PROSPECTS
Profit before tax from the operations of the Company amounted to 76.17
Lakh in this fiscal as compared to 77.49 Lakh last year. The company is
operating in various segments viz. Financial Consultancy, Multimedia,
Electronic Division, Agriculture and Real Estate & Infrastructure, etc.
DEMERGER
The Board of Directors of the Company at its meeting held on 30th
November, 2011 has approved Scheme of Demerger between Nouveau Global
Ventures Limited and Pearl Agriculture Limited and Pearl Electronics
Limited. Company has received in- principle, approval from BSE on 28th
February, 2012 and Shareholders approval on 18th May, 2012 for demerger
of Agriculture division of Nouveau Global Ventures Limited into Pearl
Agriculture Limited and Electronics Division into Pearl Electronics
Limited respectively with effect from appointed date i.e. 1st October,
2011, subject to the approval of the Hon'ble High Court of Bombay and
other authorities as may be required for the purpose.
SUBSIDIARIES
The Statement pursuant to Section 212 of the Companies Act, 1956
relating to subsidiary companies forms part of the financial statement.
As required under Clause 32 of the Listing Agreement with the BSE, the
financial statements of the Company have been consolidated with the
Nouveau Shares and Securities Ltd. being the subsidiary of the Company.
There was no activity in the company in the previous year.
NOUVEAU GLOBAL VENTURES FZE
In view of the large scale expansion drive of the company, it was
proposed by the Board to set up a business entity by way of a 100%
subsidiary company in UAE in free trade zone.
Company has set up a 100% subsidiary Company in Rak Al Khaimah Free
Trade Zone on 5th March, 2012.
DIVIDEND
For conservation of resources your Directors do not recommend any
dividend for the year 2012-2013.
LISTING WITH THE STOCK EXCHANGES
The Equity Shares of the Company continue to remain listed with Bombay
Stock Exchange Ltd. (BSE). The listing fees payable to the stock
exchange for the year 2012-2013 have been paid.
DIRECTORS
Mr. Narendra Gupta who retires from the Board by rotation at the
ensuing Annual General Meeting and being eligible, offer him for
re-appointment. His brief profile is furnished in the explanatory
statement to the notice of the ensuing Annual General Meeting.
Mr. Mohit Khadaria who was appointed as an Additional Director on
December 09, 2011 is proposed to be appointed as a Director of the
Company under Section 257 of the Companies Act, 1956 at the ensuing
Annual General Meeting. His brief profile is furnished in the
explanatory statement to the notice of the ensuing Annual General
Meeting.
Mrs. Asha Khadaria resigned as a director of the company on 9th
December, 2012 due to pre occupation. The Board of directors sincerely
appreciates the advice given by her during the tenure of his office.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, your Directors hereby confirm:
i. that in the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with the proper
explanation relating to material departures ;
ii. that the Directors had selected such accounting policies and
applied them consistently and 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 at the end of the financial year and of the
profit of the Company for that period ;
iii. that the Directors had taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act ,1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv. that the Directors had prepared the Annual Accounts on a going
concern basis.
GROUP
Pursuant to intimation from the Promoters, the names of the Promoters
and entities comprising "Group" as defined under the Monopolies and
Restrictive Trade Practices ("MRTP") Act, 1969 are disclosed in the
Annual Report for the purpose of Regulation 3(1) (e) of the SEBI
(Substantial Acquisition of Shares and Takeovers) Regulations, 1997.
AUDITOR'S REPORT
Your Directors confirm that the observations made by the Auditors in
their Report have been duly clarified in the Notes to the accounts
forming part of the Balance sheet and Profit and Loss Account, which
are self-explanatory.
AUDITORS
M/s. CPM & Associates., Chartered Accountants appointed as the Auditors
of the Company, who retire at the conclusion of this Annual General
Meeting and being eligible, offer themselves for re-appointment. The
Board recommends their re-appointment.
A certificate has been received from the Auditors to the effect that
their appointment, is made, would be within the limits prescribed under
section 224 (1B) of the Companies Act, 1956. The Auditors have advised
that they have subjected themselves to the peer review process of the
Institute of Chartered Accountants of India (ICAI) and hold a valid
certificate issued by the Peer Review Board of the ICAI.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed report on Management Discussion and Analysis is enclosed as
an annexure to this report.
PERSONNEL
During the year under review there were no employees who were in
receipt of the remuneration beyond the limits prescribed under Section
217 (2A) of the Companies Act, 1956. Therefore, the details as required
by the provisions of the aforesaid Section of the Companies Act, 1956,
read with the Companies (Particulars of Employees) (Amendment) Rules,
2002 are not applicable.
CORPORATE GOVERNANCE
The Company complies with Clause 49 of the Listing Agreement, as
amended from time to time. The Board of Directors of the Company has
adopted a Corporate Governance Policy meant to ensure fair and
transparent practices and a Code of Conduct for its Directors and
senior management.
A separate report on Corporate Governance along with the Auditors
Certificate on the compliance of corporate governance requirements of
Clause 49 of the Listing Agreement is given elsewhere in this Report.
CONSERVATION OF ENERGY, TECHNO- LOGICAL ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTING
The Company is not engaged in any manufacturing activity and therefore
there are no particulars to be disclosed under the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988. There has been no foreign exchange out flow/inflow during
the year. ACKNOWLEDGEMENT
The Board wishes to thank all the stakeholders in the Company, clients,
business associates & bankers for their continued support during the
year. The Board wishes to record its appreciation of all the efforts
put in by the staff and associates of the Company who have contributed
to the growth and success of the Company.
By and on behalf of the Board
for Nouveau Global Ventures Limited
Sd/-
Krishan Khadaria
Managing Director
Place : Mumbai
Date : 1st September, 2012
Mar 31, 2011
To,
The Shareholders
The Directors present their Twenty Third Annual Report and the Audited
Statement of Accounts for the year ended March 31, 2011.
FINANCIAL HIGHLIGHTS
(Amt. in Lakhs)
Particulars 31st March 31st March
2011 2010
Profit before interest,
depreciation, tax and Extra Ordinary 114.10 47.37
Items
Depreciation/ amortization 5.79 4.30
Profit before interest, tax and
Extra Ordinary Items 108.31 43.08
Finance Costs 30.82 7.03
Profit before tax and
Extra Ordinary Items 77.49 36.05
Less: Provision for taxes
on incomeà Current tax 26.14 16.85
--Fringe benefit tax Nil NIL
--Deferred tax liability / (asset) (3.17) 1.35
Profit before Extra Ordinary Items 54.52 17.82
Extra Ordinary Items (Net of Tax) -
Profit for the year 54.52 17.82
PERFORMANCE AND FUTURE PROSPECTS
Profit before tax from the operations of the Company amounted to Rs.
77.49 Lakh in this fiscal as compared to Rs. 36.05 Lakh last year.
The Company is involved in the business of acquisition and trading of
media telecast rights over national and regional TV Channels, trading
in Software and Hardware. The Company has also expanding its segment in
Film Production and trading of media telecast rights and have opened a
new separate division named as "WIDE FRAME ENTERTAINMENT" and has
appointed Mr. Abhishek Pathak as the CEO of the new division.
The Company has entered into Agriculture Business and has started a new
division of the Company namely "GLOBE AGRO" for which Mr. Sachin
Valani, has been appointed as CEO. With the development of Agricultural
industry and liberal policies of the government, the Board of Directors
of your company feels that proposed new activities will help the
Company to expand its activities and intensify its area of operations.
For the said Agricultural business the Company also intends to provide
Infrastructural facilities and intends to grab the opportunities
available in this field as well.
The Company has also opened a Partnership firm named as "Global
Enterprises" during the year with Mrs. Asha Khadaria as a partner with
the object to act as dealers, distributors, commission agents, traders
and other allied business and or to make investment in shares and
securities of the companies etc.
The business of trading in Software and Hardware started by the Company
has also proved profitable to the Company and substantial to the
profitability of the Company. There is plenty of exciting business
opportunities in India for the IT segment.
The Film Trade Magazines published by the Company, by the name
'Bhojpuri City' and 'Maza Cinema' has received overwhelming response
and the numbers of subscribers are increasing with each additional
issue. The Company is expanding in the segment of multimedia division
of the Company. After the completion of three successful years in
publication of its Bhojpuri Film Trade Magazine 'BHOJPURI CITY' has
organized a big event, titled "BHOJPURI CITY AWARDS, 2011" to honour
contribution of people from Bhojpuri Film Industry. In this Award
function almost all top stars from Bhojpuri Film Industry has
participated and performed.
SUBSIDIARIES
The Statement pursuant to Section 212 of the Companies Act, 1956
relating to subsidiary companies forms part of the financial statement.
As required under Clause 32 of the Listing Agreement with the BSE, the
financial statements of the Company have been consolidated with the
Nouveau Shares and Securities Ltd. being the subsidiary of the Company.
DIVIDEND
For conservation of resources your Directors do not recommend any
dividend for the year 2010- 2011.
LISTING WITH THE STOCK EXCHANGES
The Equity Shares of the Company continue to remain listed with Bombay
Stock Exchange Ltd. (BSE). The listing fees payable to the stock
exchange for the year 2011-2012 have been paid. The Equity Shares of
the Company has been delisted from Ahmedabad Stock Exchange Limited
with effect from 21/03/2011.
DIRECTORS
Mr. Manoj Bhatia who retires from the Board by rotation at the ensuing
Annual General Meeting and being eligible, offer him for
re-appointment. His brief profile is furnished in the explanatory
statement to the notice of the ensuing Annual General Meeting.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, your Directors hereby confirm:
i. that in the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with the proper
explanation relating to material departures;
ii. that the Directors had selected such accounting policies and
applied them consistently and 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 at the end of the financial year and of the
profit of the Company for that period;
iii. that the Directors had taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act ,1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; for preventing and detecting fraud and other
irregularities;
iv. that the Directors had prepared the Annual Accounts on a going
concern basis.
GROUP
Pursuant to intimation from the Promoters, the names of the Promoters
and entities comprising "Group" as defined under the Monopolies and
Restrictive Trade Practices ("MRTP") Act, 1969 are disclosed in the
Annual Report for the purpose of Regulation 3(1)(e) of the SEBI
(Substantial Acquisition of Shares and Takeovers) Regulations, 1997.
AUDITOR'S REPORT
Your Directors confirm that the observations made by the Auditors in
their Report have been duly clarified in the Notes to the accounts
forming part of the Balance sheet and Profit and Loss Account, which
are self-explanatory.
AUDITORS
M/s. Singrodia Goyal & Co., who are the Statutory Auditors of the
Company hold office until the conclusion of the ensuing Annual General
Meeting. However they have expressed their unwillingness to continue as
Statutory Auditors of the Company. It is proposed to appoint M/s. CPM &
Associates., Chartered Accountants to examine and audit the accounts of
the Company for the Financial Year 2011-12.
A certificate has been received from the Auditors to the effect that
their appointment, is made, would be within the limits prescribed under
section 224 (1B) of the Companies Act, 1956. The Auditors have advised
that they have subjected themselves to the peer review process of the
Institute of Chartered Accountants of India (ICAI) and hold a valid
certificate issued by the Peer Review Board of the ICAI.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed report on Management Discussion and Analysis is enclosed as
an annexure to this report.
PERSONNEL
During the year under review there were no employees who were in
receipt of the remuneration beyond the limits prescribed under Section
217 (2A) of the Companies Act, 1956. Therefore, the details as
required by the provisions of the aforesaid Section of the Companies
Act, 1956, read with the Companies (Particulars of Employees)
(Amendment) Rules, 2002 are not applicable.
CORPORATE GOVERNANCE
The Company complies with Clause 49 of the Listing Agreement, as
amended from time to time. The Board of Directors of the Company has
adopted a Corporate Governance Policy meant to ensure fair and
transparent practices and a Code of Conduct for its Directors and
senior management.
A separate report on Corporate Governance alongwith the Auditors
Certificate on the compliance of corporate governance requirements of
Clause 49 of the Listing Agreement is given elsewhere in this Report.
CONSERVATION OF ENERGY, TECHNOLOGI-CAL ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTING
The Company is not engaged in any manufactur- ing activity and
therefore there are no particulars to be disclosed under the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988.
There has been no foreign exchange out flow / inflow during the year.
ACKNOWLEDGMENT
The Board wishes to thank all the stakeholders in the Company, clients,
business associates & bankers for their continued support during the
year. The Board wishes to record its appreciation of all the efforts
put in by the staff and associates of the Company who have contributed
to the growth and success of the Company.
By and on behalf of the Board
for Nouveau Global Ventures Limited
Krishan Khadaria
Managing Director
Place: Mumbai
Date : 12th August 2011
Mar 31, 2010
The Directors have pleasure in presenting their Twenty Second Annual
Report on the business and operations of the Company together with the
Audited Statements of Accounts for the year ended on 31st March 2010.
FINANCIAL HIGHLIGHTS
(Amt. In Lakhs)
Particulars 31st March 31st March
2010 2009
Profit before interest,
depreciation, tax and Extra Ordinary 47.37 61.81
Items
Depreciation/amortization 4.30 3.23
Profit before interest, tax
and Extra Ordinary Items 43.08 58.58
Finance Costs 7.03 1.68
Profit before tax and
Extra Ordinary Items 36.05 56.90
Less: Provision for taxes on income
--Current tax 16.85 18.90
-Fringe benefit tax NIL 0.78
--Deferred tax liability / (asset) 1.35 2.52
Profit before Extra Ordinary Items 17.82 34.70
Extra Ordinary Items (Net of Tax)
Profit for the year 17.82 34.70
PERFORMANCE AND FUTURE PROSPECTS
Pre tax profit from the operations of the Company amounted to Rs. 36.05
Lakh in this fiscal as compared to Rs. 56.90 Lakh last year. This
performance ought to be seen in the context of the fact that Indian
Economy has suffered to the great extent due to recession.
The Film Magazines published by the Company, by the name Bhojpuri
City and Maza Cinema has received overwhelming response and the
number of subscribers are increasing with each additional issue. The
Company is expanding in the segment of media and entertainment
activities and the Company has also actively engaged in the business of
acquisition and trading of media telecast rights over national and
regional TV Channels. The Company has also entered into agreements with
Lakshya Entertainment Private Limited for trading of Films and Media
Rights.
The business of Trading in Software and Hardware started by the Company
has also proved profitable to the Company and substantial to the
profitability of the Company. There is plenty of exciting business
opportunities in India for the IT segment. We have started a list of
business ideas for those entrepreneurs who are interested in Internet
ven- tures, outsourcing technology, e-commerce oppor- tunities,
software development opportunities, busi- ness trends and other
business ideas. We hope to add to this list as we uplift towards the
upper ladder.
With the unprecedented rise in talent cost, the year ahead for the
Company and for the Indian media and entertainment industry as a whole
could be a complex mix of opportunities and threats. Your Company
however remains committed to redefine the global standing of commercial
Indian Cinema.
SUBSIDIARIES
The Statement pursuant to Section 212 of the Companies Act, 1956
relating to subsidiary compa- nies forms part of the financial
statement. As required under Clause 32 of the Listing Agreement with
the BSE, the financial statements of the Company have been consolidated
with the Nouveau Shares and Securities Ltd. being the subsidiary of the
Company.
DIVIDEND
For conservation of resources your Directors do not recommend any
dividend for the year 2009-2010.
LISTING WITH THE STOCK EXCHANGES
The Equity Shares of the Company continue to remain listed with Bombay
Stock Exchange Ltd. (BSE) and Ahmedabad Stock Exchange Limited (ASE).
The listing fees payable to both the stock exchanges for the year
2010-2011 have been paid.
DIRECTORS
Mr. Anil Gaggar and Mr. Vinay Sarawgi resigned as Directors of the
Company during the year due to pre occupation. The Board of Directors
sincerely appre- dates the advice given by them during the tenure of
their office.
Mr. Narendra Gupta and Mr. Shyam Makhija who retire from the Board by
rotation at the ensuing Annual General Meeting and being eligible,
offer themselves for re-appointment. Their brief profile is furnished
in the explanatory statement to the notice of the ensuing Annual
General Meeting.
Mrs. Asha Khadaria who was appointed as an Additional Director on 15th
December 2009 is proposed to be appointed as a Director of the Company
under Section 257 of the Companies Act, 1956 at the ensuing Annual
General Meeting. Her brief profile is furnished in the explanatory
state- ment to the notice of the ensuing Annual General Meeting.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, your Directors hereby confirm :
i. that in the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with the proper
explanation relating to material departures ;
ii. that the Directors had selected such account- ing policies and
applied them consistently and made judgments and estimates that are
rea- sonable 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 profit of the Company for that period ;
iii. that the Directors had taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act ,1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv. that the Directors had prepared the Annual Accounts on a going
concern basis.
AUDITORS REPORT
Your Directors confirm that the observations made by the Auditors in
their Report have been duly clarified in the Notes to the accounts
forming part of the Balance sheet and Profit and Loss Account, which
are self-explanatory.
AUDITORS
M/s. Singrodia Goyal & Co., Chartered Accountants appointed as the
Auditors of the Company, retire at the conclusion of this Annual
General Meeting and being eligible, offer themselves for re-appointment
The Board recommends their re-appointment.
A certificate has been received from the Auditors to the effect that
their appointment, id made, would be within the limits prescribed under
section 224 (1B) of the Companies Act, 1956. The Auditors have advised
that they have subjected themselves to the peer review process of the
Institute of Chartered Accountants of India (ICAI) and hold a valid
certificate issued by the Peer Review Board of the ICAI.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed report on Management Discussion and Analysis is enclosed as
an annexure to this report.
PERSONNEL
During the year under review there were no employees who were in
receipt of the remuneration beyond the limits prescribed under Section
217 (2A) of the Companies Act, 1956. Therefore, the details as required
by the provisions of the aforesaid Section of the Companies Act, 1956,
read with the Companies (Particulars of Employees) (Amend- ment) Rules,
2002 are not applicable.
CORPORATE GOVERNANCE
The Company complies with Clause 49 of the Listing Agreement, as
amended from time to time.
The Board of Directors of the Company has adopted a Corporate
Governance Policy meant to ensure fair and transparent practices and a
Code of Conduct for its Directors and senior management.
A separate report on Corporate Governance alongwith the Auditors
Certificate on the compli- ance of corporate governance requirements of
Clause 49 of the Listing Agreement is given elsewhere in this Report.
CONSERVATION OF ENERGY, TECHNOLOGI- CAL ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTING
The Company is not engaged in any manufacturing activity and therefore
there are no particulars to be disclosed under the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988.
There has been no foreign exchange out flow/inflow during the year.
ACKNOWLEDGEMENT
The Board wishes to thank all the stakeholders in the Company, clients,
business associates and bankers and financial institutions for their
continued support during the year. The Board wishes to record its
appreciation of all the efforts put in by the staff and associates of
the Company who have contrib- uted to the growth and success of the
Company.
By and on behalf of the Board
for NOUVEAU MULTIMEDIA LIMITED
Krishan Khadaria
Managing Director
Place: Mumbai
Date: 30th August 2010
Mar 31, 2009
The Directors present their Twenty First Annual Report and the Audited
Statements of Accounts for the year ended on 31st March 2009.
Financial Results
(Amt. Rs. in Lakhs)
Particulars 31st March 31st March
2009 2008
Profit/(loss) before interest,
depreciation, tax and Extra Ordinary
Items 61.81 88.91
Depreciation/amortization æ 3.23 2.62
Profit/floss) before interest, tax
and Extra Ordinary Items 58.58 86.29
Finance Costs 1.68 -
Profit/(loss) before tax and
Extra Ordinary Items 56.90 86.29
Less: Provision for taxes on income
--Current tax 18.90 22.50
-Fringe benefit tax 0.78 0.86
-Deferred tax liability / (asset) 2.52 (4.59)
Profit/floss) before Extra
Ordinary Items 34.70 67.52
Prior period tax liability /
(assets) - -
Extra Ordinary Items (Net of Tax) - -
Profit/(loss) for the year 34.70 67.52
Performance and Future Prospects
The Company is expanding in the segment of media and entertainment
activities and the Company has also actively engaged in the trading of
media and telecast rights and generating revenue. The com- pany started
with a Film Magazines by the name Bhojpuri City" and Maza Cinema
which received an overwhelming response.
In view of long term profitability the company and expansion of
business the company has started a new segment of business i.e. trading
in computer software and hardware which has made substantial gains and
the profits of the company in the first Quarter of the year 2009-2010
have increased substantially.
Consolidated Financial Statements
As required under Section 212 of the Companies Act, 1956 the Annual
Report including the Audited Statement of Accounts of Nouveau Shares &
Securities Limited, wholly owned subsidiary is appended to this report.
In accordance with accounting standards 21,23 and 27 issued by the ICAI
the consolidated Financial Statements form a part of this Report
Dividend
For conservation of resources your Directors do not recommend any
dividend for the year 2008-2009.
Directors
Mr. Manoj Bhatia and Mr. Shyam Makhija who retire by rotation at the
ensuing Annual General Meeting are proposed to be re-appointed.
Mr. Narendra Gupta & Mr. Vinay Sarawgi were appointed as Director with
the approval of Share- holders at the last AGM held at 30th September
2008.
Directors Responsibility Statement As Per Sec- tion 217 (2AA)
The Board of Directors hereby confirm that:
i. that in the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with the proper
explanation relating to material departures ;
ii. that the Directors had selected such account- ing policies and
applied them consistently and made judgments and estimates that are
rea- sonable 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 profit or loss of the Company for that period ;
iii. that the Directors had taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act ,1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv. that the Directors had prepared the Annual Accounts on a going
concern basis.
Auditors Report
The observation made in the Auditors Report are self -explanatory and
therefore no further comments are required under Section 217 (3) of the
Compa- nies Act, 1956.
Auditors
M/s Singrodia Goyal & Co., Chartered Accountants appointed as the
Auditors of the Company, retire at the conclusion of this Annual
General Meeting and being eligible, offer themselves for re-appointment
The Board recommends their re-appointment The Company has received
their consent pursuant to Section 224 (1B) of the Companies Act, 1956.
Particulars of Employees
During the year under review there were no employees who were in
receipt of the remuneration beyond the limits prescribed under Section
217 (2A) of the Companies Act, 1956 and therefore no disclosures need
to be made under the said section.
Corporate Governance
The amendments to the Companies Act, 1956 and the listing agreements
executed with the Stock Exchanges require compliance with specified
Cor- porate Governance practices. A detailed Report on Corporate
Governance approved by the directors is annexed. A certificate on
compliance of Corporate Governance requirements issued by the Statutory
Auditors of the company in pursuance to clause 49 of the listing
agreement is placed with the report on Corporate Governance.
Conservation of Energy, Technological Absorp- tion and Foreign Exchange
Earnings and Outing
The Company is not engaged in any manufacturing activity and therefore
there are no particulars to be disclosed under the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988.
There has been no foreign exchange out flow/inflow during the year
Acknowledgement
The Directors take this opportunity to thank all the Employees,
Shareholders, Bankers to the Com- pany, The Securities & Exchange Board
of India, The Stock Exchanges, other Government Agencies and valued
clients for their support and co-operation during the year under
review.
By and on behalf of the Board
for NOUVEAU MULTIMEDIA LIMITED
Sd/-
Krishan Khadaria
Managing Director
Registered Office:
1A, Hill View Apartment,
Next to Navrang Cinema, J. P. Road,
Andheri (West), Mumbai - 400 058
Place: Mumbai
Date: 29th June, 2009
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