Home  »  Company  »  Nouveau Global Vent.  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Nouveau Global Ventures Ltd.

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, 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 ¦ 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

 
Subscribe now to get personal finance updates in your inbox!