Nouveau Global Ventures Ltd.
|BSE: 531465||Sector: Others|
|NSE: N.A.||ISIN Code: INE317B01034|
|BSE 14:42 | 25 Jan||Nouveau Global Ventures Ltd|
|NSE 05:30 | 01 Jan||Nouveau Global Ventures Ltd|
|BSE: 531465||Sector: Others|
|NSE: N.A.||ISIN Code: INE317B01034|
|BSE 14:42 | 25 Jan||Nouveau Global Ventures Ltd|
|NSE 05:30 | 01 Jan||Nouveau Global Ventures Ltd|
Nouveau Global Ventures Limited
Your Directors submit the 29th annual report of the Company together with the auditedfinancial statements for the financial year ended March 31 2017.
1. FINANCIAL PERFORMANCE OF THE
COMPANY (Rs. in Lacs)
2. PERFORMANCE OF THE COMPANY
The Company has five reportable business segments i.e. Multimedia Financial &Consultancy Dealing in Shares & Securities Trading Division and Tele ShoppingDivision. During the year the Company has the turnover of Rs. 110916356/- as comparedto Rs. 32206969/- in the previous year. The Company has incurred loss of Rs.71707778/- as compared to previous year loss of Rs. 3337666/- due to unfavorablemarket condition and economic scenario prevailed.
Barring unforeseen circumstances the directors of your company expect growth in futureyears to come.
3. SHARE CAPITAL
The paid up Equity Share Capital as on March 31 2017 is Rs. 185530000/- (Rs.Eighteen Crores Fifty Five Lakhs Thirty Thousand only). During the year under review theCompany has not issued any shares with or without differential voting rights. It hasneither issued employee stock options nor sweat equity shares and does not have any schemeto fund its employees to purchase the shares of the Company.
4. DIVIDEND & RESERVES
Yours Directors do not recommend any dividend for the year ended March 31 2017 due toinsufficient profits during the year.
During the year under review no amount was transferred to Reserves.
5. CORPORATE GOVERNANCE
The Company has always endeavored to adhere to high standards of Corporate Governanceand ensured its compliance both in spirit and law. The Company has complied with theCorporate Governance requirements under the Companies Act 2013 and SEBI (ListingsObligations and Disclosure Requirements) Regulations 2015. A report on CorporateGovernance under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is annexed and forms part of this report furthermore a certificate fromthe Company's Auditors confirming compliance of conditions of Corporate Governance isannexed herewith and marked as "Annexure VI" and forms an integral partof this Report.
During the year under review Company has neither accepted nor renewed any deposits frompublic within the meaning of section 76 of the Companies Act 2013 and Companies(Acceptance of Deposits) Rules 2014. Thus there are no unclaimed deposits as on date.
7. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The details with respect to loans / advances / investments for the year end as requiredunder Part A of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 & under Section 186 of the Companies Act 2013 have been provided inthe notes to the Financial Statements of the Company.
8. RELATED PARTY TRANSACTIONS
In all related party transactions that were entered into during the financial year anendeavour was made consistently that they were on an arm's length basis and were in theordinary course of business and were in compliance with the applicable provisions of theCompanies Act 2013 ('the Act') and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
All Related Party Transactions are placed before the Audit Committee and also the Boardfor approval. Prior omnibus approval of the Audit committee is obtained on a yearly basisspecifying the upper ceiling as to amount for the transactions which are of foreseen andrepetitive nature. The details of all such related party transactions entered intopursuant to the omnibus approval of the Committee are placed before the Audit Committee ona quarterly basis for its review.
The Company has adopted a Policy on Related Party Transactions. The Policy is uploadedon the Company's website at the web link: www.nouveauglobal.com. The details of thetransactions with Related Parties are provided in the accompanying financial statements.
Since all related party transactions entered into by the Company were in the ordinarycourse of business and were on an arm's length basis Form AOC-2 is not applicable to theCompany. The details of related party transactions are set out in the notes of financialstatements.
9. CORPORATE SOCIAL RESPONSIBILITIES INITIATIVES
The criteria prescribed under Section 135 of the Act with respect to constituting CSRcommittee adopting CSR policy and spending amount on CSR activities in accordance withthe Act do not apply to the Company.
10. SUBSIDIARIES / JOINT VENTURES /
The Company has two unlisted wholly owned subsidiary Companies as on March 31 2017.There has been no material change in the nature of the business of the subsidiaries.
i) Nouveau Shares and Securities Limited
M/s. Nouveu Shares and Securities Limited a wholly owned subsidiary of the Companywhich is a closely held Public Ltd. Company incorporated in October 1994. M/s. NouveauShares and Securities Limited are engaged into the core business of Share Broking.
During the year the Paid-up Share Capital of the Company is Rs. 12550000/- while thenet-worth of the Company is Rs. 5802900/-. Due the market volatility the Companyincurred loss of Rs. 459979/- as on March 312017.
ii) Nouveau Global Venture FZE
In view of the large scale expansion drive of the Company a business entity by way ofa 100% subsidiary was incorporated in Ras Al Khaimah Free Trade Zone in UAE. Thesubsidiary is functioning in the same line of business of its parent company.
During the year the Paid-up Share Capital of the Company is AED 1500000/-.The totalrevenue of the Company as on March 312017 is AED 549122/- while the profit generated bythe Company is AED 517996/-.
In accordance with the provisions of Section 129(3) of the Companies Act 2013 theCompany has prepared its consolidated financial statement which forms part of this report.Further a statement containing the salient features of the financial statement of oursubsidiaries in the prescribed Form AOC-1 is annexed as "Annexure I"forming part of this report.
Pursuant to Section 136 of the Companies Act 2013 the audited financial statementsincluding the consolidated financial statements and related information of the Company areavailable on the website of the Company www.nouveauglobal.com.
The Policy for determining 'Material' subsidiaries has been displayed on the Company'swebsite. Further there has been no change to the Policy for determining 'Material'subsidiaries during the financial year ended March 31 2017.
Board's Appreciation to Mr. Omprakash Bajaj Erstwhile Director of the Company
Your Board wishes to record its appreciation in this report for the services renderedby Mr. Omprakash Bajaj during his tenure as the Director who resigned from his saidposition w.e.f. October 07 2016.
Director retiring by rotation
In accordance with the provisions of the Companies Act 2013 Mr. Mohit KhadariaDirector of the Company who retires by rotation at the ensuing AGM and being eligiblehave offered himself for re-appointment. The Board recommends his re-appointment.
Information regarding the directors seeking appointment/ re-appointment
The Resume/ Profile and other information regarding the directors seekingre-appointment apointment as required by the Regulation 36 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 & SS-2 of ICSI have beengiven in the Notice convening the 29th AGM of the Company.
Declaration by Independent Directors
The Company has received declarations from all the Independent Directors of theCompany confirming that they meet with the criteria of independence as prescribed bothunder subsection (6) of Section 149 of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 in respect of the F.Y. endedMarch 31 2017.
Inter-se relationship between Directors
Mr. Krishan Khadaria (Managing Director) Mrs. Asha Khadaria (Director) and Mr. MohitKhadaria (Director) are relatives in terms of section 2(77) of the Companies Act 2013.
12. KEY MANAGERIAL PERSONNEL
During the year Mr. Krishan Khadaria (Managing Director) whose term of 5 years ofbeing Managing Director got expired on March 01 2017 and on recommendation of Nomination& Remuneration Committee the Board has further re-appointed him for the term of 5years w.e.f. March 01 2017 subject to the approval of shareholders in the ensuing AnnualGeneral Meeting and on such remuneration and terms and conditions as may be decided by theCompany.
Key Managerial Personnel's (KMP's) of the Company under Section 203 of the CompaniesAct 2013 are as follows:
The other details pertaining to the remuneration of the KMP's have been provided in theExtract of Annual Report annexed hereto and forming part of this Report.
13. MEETINGS OF THE BOARD
During the year under review 7 meetings of the Board of Directors were held. Fordetails of the meetings of the board please refer to the corporate governance reportwhich forms part of this report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.
14. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 an annual performanceevaluation of the performance of the Board the Directors individually as well as theevaluation of working of the Committees was carried out by the Board. The entire Boardcarried out performance evaluation of each Independent Director excluding the IndependentDirector being evaluated. The manner in which evaluation has been carried out is based onthe criteria and framework laid down by the Nomination & Remuneration Committee.Evaluation parameters of the Board and Committees were mainly based on Disclosure ofInformation Key functions of the Board and Committees responsibilities of the Board andCommittees Corporate Governance Norms etc.
Evaluation of Board of Director's & Committees
The Independent Directors evaluation was done with main focus on their adherence to theCorporate Governance practices and their efficiency in monitoring the same. They are alsobeing evaluated on various parameters such as active participation in strategic planningparticipation in Board and committee meetings etc.
The performance evaluation of Non-Independent Directors was carried out by the entireBoard of Directors (excluding the Directors being evaluated) and they have expressed theirsatisfaction with the evaluation process which considered their commitment and theexercise of their responsibilities in the best interest of the Company.
In terms of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 the Company periodically organizes presentation on business andperformance long term strategy initiatives and risks involved in order to familiariseIndependent Directors with the Company's operations. Apart from this every IndependentDirector on being inducted into the Board attends an orientation programme.
The details of familiarisation programme have been posted on the website of the Companyunder the web link: www.nouveauglobal.com.
15. PARTICULARS OF EMPLOYEES AND REMUNERATION:
Particulars of employees as per Rule 5(2) & Rule 5(3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014
The information as per Rule 5(2) & Rule 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 will be provided upon request. In termsof Section 136 of the Companies Act 2013 the Report and Accounts are being sent to themembers and others entitled thereto excluding the aforesaid details which is availablefor inspection by the members at the Registered Office of the Company during businesshours on working days of the Company up to the date of the ensuing Annual General Meeting.If any member is interested in obtaining a copy thereof such members may write to theCompany Secretary in this regard.
Details as required under Section 197 of the Companies Act 2013 read with Rule 5 (1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 aregiven below:
a) The ratio of remuneration of each Director CFO and CS to the median remuneration ofthe employees for the FY 2016-17 are:
b) ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year: During the year under review No sittingfees or remuneration was paid to the any of the Directors of the Company except to Mr.Krishan Khadaria Managing Director of the Company.
c) the percentage increase in the median remuneration of employees in the financialyear: Nil
d) Number of permanent employees on the rolls of the Company as at March 31 2017 stoodat 9 employees.
e) Average percentile increase made in the salaries of employees other than keymanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
During the last financial year the salaries of employees other than KMP's remained thesame thus there was no increment made in the salaries of the employees. There were noother exceptional circumstances for increase in the remuneration of key managerialpersonnel and increase in remuneration has been in accordance with the Company's policies.
f) We hereby affirm that the remuneration of employees is as per the remunerationpolicy of the Company.
16. EMPLOYEE STOCK OPTION SCHEME
Presently the Company does not have a scheme for grant of stock options to itsemployees.
17. COMMITTEES OF THE BOARD
In accordance with the applicable provisions of Companies Act 2013 & SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has constituted thefollowing Committees:
Nomination and Remuneration Committee
Stakeholders Relationship Committee
Details of composition terms of reference number of meetings held for respectivecommittees and details of the familiarisation programmes for Independent Directors aregiven in the Corporate Governance Report which forms the part of this Report.
Policies and Disclosure Requirements
In terms of provisions of the Act and provisions of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has adopted all the applicablepolicies. The policies are available on Company's website - www.nouveauglobal.com.
It is confirmed that all Directors and Senior Management Personnel have affirmed theiradherence to the provisions of the Code of Conduct during the financial year 2016-17.
18. NOMINATION & REMUNERATION POLICY
The Company has formulated the Nomination & Remuneration Policy in compliance withsection 178(3) of the Companies Act 2013 read along with the applicable rules thereto andPart D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The objective of this policy is to ensure:
Remuneration is reasonable and sufficient to attract retain and motivate theexcellence to run Company successfully.
Suitable selection and appointment criteria of Directors KMPs and other SeniorExecutives including criteria for determining qualifications positive attributesindependence of a Director and other related matters.
Formulation of criteria for evaluation of performance of Independent Directorsand the Board of Directors.
This policy is being governed by the Nomination & Remuneration Committee. Thepolicy governs the criteria for deciding the remuneration for Director & KeyManagerial Personnel. The policy is annexed herewith and marked as "AnnexureVI" and forms part of this Report
19. PREVENTION OF SEXUAL HARASSMENT POLICY
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment/Anti SexualHarassment policy at the Workplace in line with the requirements of the Sexual Harassmentof Women at the Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rulesthere under if any.
The Policy aims to provide protection to employees at the workplace and prevent andredress complaints of sexual harassment and for matters connected or incidental theretowith the objective of providing a safe working environment where employees feel secure.The Company has also constituted an Internal Complaints Committee to inquire intocomplaints 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 tosexual harassment.
20. DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE & BOARDS CONSIDERATION UPON IT:
The Audit Committee generally makes certain recommendation to the Board of Directors ofthe Company during their meetings held to consider the financial results and such othermatters placed before the Audit Committee as per the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 from time to time. During theyear the Board has considered all the recommendations made by the Audit Committee and hascarried on the recommendations suggested by the Committee to its satisfaction. Thus thereare no recommendations unaccepted by the Board during the year under review.
21. STATUTORY AUDITORS& AUDITORS' REPORT
M/s. CPM & Associates Chartered Accountants (Firm Registration No. 114923W) holdsoffice until the conclusion of ensuing Annual General Meeting (AGM) and have expressedtheir unwillingness to be reappointed as the Statutory Auditors of the Company.
Further your Company has received a written consent and a certificate from M/s.Sunil Vankawala and Associates Chartered Accountants (Registration No. 110616W) tothe effect that their appointment if made would satisfy the criteria provided insections 139 and 141 of the Companies Act 2013 read with Companies (Audit & Auditors)Rules 2014.
Hence the Audit Committee and the Board hereby recommends the appointment of M/s.Sunil Vankawala and Associates Chartered Accountants (Registration No. 110616W) asStatutory Auditors of the Company for a period of five years i.e. from the conclusion ofthe 29th Annual General Meeting up to the conclusion of 34th Annual General Meetingsubject to ratification by Members every year.
The Auditors' Report on the financial statements of the Company for the year endingMarch 31 2017 is unmodified i.e. it does not contain any qualification reservation oradverse remark. The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report isenclosed with the financial statements forming part of the annual report.
Disclosure on Specified Bank Notes:
The Company has provided disclosures in its financial statements as to holdings as wellas dealings in specified bank notes during the period from 8th November 2016 to 30thDecember 2016 and the same are in accordance with books of accounts maintained by theCompany.
22. 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 hasappointed Mr. Shivhari Jalan a Practicing Company Secretary to conduct theSecretarial Audit of the Company for the financial year 2016-2017.
The Secretarial Audit Report for the financial year ended March 31 2017 is annexedherewith as Annexure III.
The responses of your Directors on the observations made by the Secretarial Auditor areas follows:-
Response to point no.1:
The company has given loans to its wholly owned subsidiary companies and such loansmade are utilized by the subsidiary companies for its principal business activities.
Response to point no.2:
The Company had charged interest on almost majority of the loan transactions howeverthe same was not booked for parties in the category of doubtful debts. During thefinancial year end the said bad debts were written off.
Response to point no. 3 & 4:
The company usually files necessary documents with Stock Exchange in conformity withSEBI (Listing Obligation and Disclosure Requirement) Regulation 2015. However during theyear under review there were delays by few days due to administrative reasons which themanagement is committed to streamline in future.
23. INTERNAL CONTROL SYSTEMS
The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. Internal Audit is carried out in aprogrammed way and follow up actions were taken for all audit observations. Your Company'sStatutory Auditors have in their report confirmed the adequacy of the internal controlprocedures.
24. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of the Act read with the Companies(Management and Administration) Rules 2014 an extract of Annual Return in Form MGT-9 ason March 31 2017 is set out in "Annexure IV" forming part of thisReport.
25. MANAGEMENT DISCUSSION AND ANALYSIS
Discussion on state of affairs of the Company has been covered as part of theManagement Discussion and Analysis (MDA). MDA for the year under review as stipulatedunder Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is presented in a separate section marked as "Annexure II" formingpart of this Annual Report.
The shares of your Company continued to be listed at BSE Limited. Listing fee hasalready been paid for the financial year 2017-18.
27. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism called "Whistle Blower Policy" with a viewto provide a mechanism for Directors and employees of the Company to raise concerns of anyviolations of any legal or regulatory requirement incorrect or misrepresentation of anyfinancial statement and reports etc. The Policy provides adequate safeguards againstvictimization of Director(s)/ employee(s) and direct access to the Chairman of the AuditCommittee in exceptional cases.
Your Company hereby affirms that no Director/ employee have denied accessing theChairman of the Audit Committee and that no complaints were received during the year. Thedetails of the Policy have been posted on the Company's website: www.nouveauglobal.com.
28. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION
Since the Company is neither engaged in any manufacturing activity nor the Company hasany manufacturing unit therefore there prescribed particulars with regards to complianceof rules relating to conservation of Energy and Technology absorption pursuant to Section134 (3) (m) of the Companies Act 2013 read with Rule - 8 (3) of the Companies (Accounts)Rules 2014 are not applicable on your Company.
29. FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year under review there has been no foreign exchange outflow/inflow.
30. MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the financial position of theCompany between the end of the financial year of the Company i.e. March 31 2017 and thedate of this Report.
31. GREEN INITIATIVES
The Company supports and pursues the ''Green Initiative'' of the Ministry of CorporateAffairs Government of India. The Company has effected electronic delivery of Notice ofAnnual General Meeting and Annual Report to those Members whose e-mail IDs were registeredwith the Company / Depository Participants. The Companies Act 2013 and the underlyingrules as well as Regulation 36 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 permit the dissemination offinancial statements and annual report in electronic mode to the Members.
For members who have not registered their email addresses physical copies are sent inthe permitted mode.
Your Directors are thankful to the Members for actively participating in the GreenInitiative and seek your continued support for implementation of the green initiative.
32. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134(3) (c) of the Companies Act 2013 yourDirectors to the best of their knowledge and belief and according to the information andexplanations obtained by them hereby confirm:
a) That in the preparation of the annual financial statements for the year ended March31 2017 the applicable Accounting Standards had been followed along with properexplanation relating to material departures;
b) That Appropriate accounting policies have been selected and applied consistently andhave made judgments and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at March 31 2017 and of theprofit and loss of the Company for the year ended March 31 2017;
c) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
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 thecompany and that such internal financial controls are adequate and were operatingeffectively;
f) That the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
Your Directors state that no disclosure or reporting is required in respect of thefollowing 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 orTribunals which impact the going concern status and Company's operations in future.
iv) No change in nature of business.
Your Directors express deep sense of appreciation to the members investors bankersservice providers customers and other business constituents for their continued faithabundant assistance and cooperation extended to the Company. Your Directors would like tomake a special mention of the support extended by the various Departments of Government ofIndia the State Governments particularly the Tax Authorities the Ministry of CommerceMinistry of Corporate Affairs Securities and Exchange Board of India and others and lookforward to their continued support in all future endeavours.
Your Directors also sincerely appreciate the high degree of professionalism commitmentand dedication displayed by employees at all levels thereby contributing largely to thegrowth and success of the Company.
By and on behalf of the Board For Nouveau Global Ventures Limited