Nouveau Global Ventures Limited
Your Directors submit the 28th annual report of the Company together with the auditedfinancial statements for the financial year ended March 31 2016.
1. FINANCIAL PERFORMANCE OF THE COMPANY
|PARTICULARS ||Year ended March 312016 ||Year ended March 312015 |
|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 ShoppingDivision. Your company has also exported household products to Dubai and earned Rs.557179/- (Rupees Five lacs Fifty Seven thousands one hundred seventy nine) and yourcompany is a Clearing & Forwarding Agent of Naaptol from which it earned commission onconsignment sale of Rs. 9505398 (Rupees Ninety Five Lacs five thousands three hundredninety eight). Your Company always intends to grab the opportunities available in thesefields.
The Company has incurred Loss after tax of Rs. 3337666/- (Rupees Thirty Three LacsThirty Seven Thousand Six Hundred and Sixty Six Only) from the operations of the Companyas compared to a profit after tax of Rs. 866392/- (Rupees Eight Lacs Sixty Six ThousandThree Hundred and Ninety Two
Only) earned during the previous financial year. The turnover of the company during thefinancial year is Rs. 32206969/- (Rupees Three Crore Twenty Two Lacs Six Thousands NineHundred Sixty Nine). Barring unforeseen circumstances the directors of your companyexpect growth in profit in future.
3. DIVIDEND & RESERVES
Yours Directors do not recommend any dividend for the year ended March 31 2016 inview 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. 185530000 (Rs. EighteenCrores Fifty Five Lacs Thirty Thousand only). During the year under review the Companyhas not issued any shares with or without differential voting rights. It has neitherissued employee stock options nor sweat equity shares and does not have any scheme to fundits 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. Companyincorporated in October 1994 M/s. Nouveau Shares and Securities Limited is engaged intothe core business of Share Broking. The Company is a 100% subsidiary of Nouveau GlobalVentures Ltd. The Company has Paid-Up Share Capital of Rs.125.50 Lacs and having Net worthof Rs. 62.62 Lacs as on March 312016.
2. 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 as per law applicablein 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 lakhsduring the Current Financial Year 2015-16. Net profit during the period is Rs. 296.84lakhs 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 readwith Rule 8 of Companies (Accounts) Rules 2014 the Company has prepared its consolidatedfinancial statement including all of its subsidiaries which is forming part of thisreport. The financial position and performance of its subsidiaries are given in thestatement containing salient features of the financial statements of the saidsubsidiaries which form part of the consolidated financial statements.
In accordance with third proviso to Section 136(1) of the Companies Act 2013 theAnnual Report of the Company containing therein its standalone and the consolidatedfinancial statements has been hosted on its website www.nouveauglobal.com. Further as perfourth proviso to the said section the audited annual accounts of each of the saidsubsidiary companies of the Company have also been hosted on the Company's websitewww.nouveauglobal.com. Any shareholder who may be interested in obtaining a copy of theaforesaid 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 theshareholders of the Company at its Registered Office during business hours.
Nouveau Global Ventures - FZE is material subsidiary company of Nouveau GlobalVentures Limited as per SEBI (Listing Obligation & Disclosure Requirement) Regulation2015 which is incorporated in Ras Al Khaimah Free Trade Zone as per law applicable inUAE. However the Company has formulated a policy for determining Material Subsidiaries interms of Listing Regulation and the same is available on the website of the Company atwww.nouveauglobal.com.
During the year under review no Company has become or ceased to be a subsidiary of theCompany. The Company does not have any associate or joint venture Companies. A statementcontaining the salient features of the financial position of the subsidiary companies inForm AOC-1 is annexed as Annexure-II.
Pursuant to the provisions of section 149 of the Companies Act 2013 Mr. NarendraGupta Mr. Manoj Bhatia Mr. Omprakash Bajaj were appointed as independent directors atthe annual general meeting of the Company held on September 30 2014. They have submitteda declaration that each of them meets the criteria of independence as provided in section149(6) of the Act and there has been no change in the circumstances which may affect theirstatus as independent director during the year.
In accordance with the provisions of Section 152 of the Act and in terms of Articles ofAssociation of the Company Mr. Mohit Khadaria Director of the Company retires byrotation at the forthcoming Annual General Meeting (AGM) and being eligible offershimself for re appointment.
None of the Directors are disqualified from being appointed as Directors as specifiedin section 164 of Companies Act 2013.
7. KEY MANAGERIAL PERSONNEL
Key Managerial Personnel's (KMP's) of the Company under Section 203 of the CompaniesAct 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 ofindependence as laid down under Section 149 (7) of the Act and Regulation 25 of SEBIListing Regulation. In the opinion of the Board they fulfill the conditions ofindependence as specified in the Act and the Rules made there under and are independent ofthe management.
During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company.
9. MEETINGS OF THE BOARD
During the year under review 10 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.
10. COMMITTEES OF THE BOARD
In accordance with the applicable provisions of Companies Act 2013 & SEBI ListingRegulation the Board has constituted the following Committees:
Nomination and Remuneration Committee
Stakeholders Relationship Committee
Risk Management 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 Report on Corporate Governance.
11. 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 2016 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 2016 and of theprofit 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 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.
12. EMPLOYEE STOCK OPTION SCHEME
Presently the Company does not have a scheme for grant of stock options to itsemployees.
13. MANAGEMENT DISCUSSION AND ANALYSIS
In accordance with SEBI Listing Regulations the Management Discussion and AnalysisReport is presented in a separate section forming part of this Annual Report marked as Annexure-III.
14. CORPORATE GOVERNANCE:
Your Company has always endeavoured to adhere to high standards of Corporate Governanceand ensured its compliance both in spirit and law.
As per Regulation 34 of SEBI Listing Regulation a separate section on CorporateGovernance practices followed by the Company together with a certificate from theCompany'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) wereappointed as statutory auditors of the Company from the conclusion of the this annualgeneral meeting (AGM) till the conclusion of the twenty ninth AGM being eligible haveoffered themselves for re-appointment as Statutory Auditors for the financial year2016-17 subject to ratification of their appointment at every AGM.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain 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 hasre-appointed Mr. Shivhari Jalan a Practicing Company Secretary to conduct the SecretarialAudit of the Company for the financial year 2015-2016.
The Secretarial Audit Report for the financial year ended 31st March 2016 is annexedherewith as "Annexure-V" .
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:
Due to the transformation and application of new Companies Act the Company was inprocess to get approval from the shareholders which are mandate as per the new act as aresult of this company delayed getting shareholders' approval in pursuance to Section 186of the Companies Act 2013.
Further the Company has duly charged interest on loan given in terms of Section 186Companies 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 withthe authorities. However there were few delays due to technical reasons of uploading onMCA 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 andclause 49 (VII) of the Listing agreement in respect of the related party transaction theCompany have duly obtained approval from the Shareholders by passing Special Resolution inthe 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 BSEabout the meeting of the Board of Directors held on May 30 2015. Thus theacknowledgement 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 tofile 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 theclause 41 (VI) (a) of the Listing agreement & Regulation 47(3) of the LODR Regulationshowever with improved business policy the Company will be able to meet its obligations intime. The Board is hopeful and committed to their level best to streamline the samehenceforth.
17. EXTRACT OF ANNUAL RETURN
An extract of Annual Return in Form MGT-9 as on March 31 2016 is attached as Annexure-VIto this Report.
During the year under review company has neither accepted nor renewed any deposits frompublic 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 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 Listing Agreement/Listing Regulations.
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 as approvedby 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 accompanyingfinancial 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.
20. LISTING AGREEMENT:
Securities & Exchange Board of India on September 2 2015 issued SEBI (ListingObligation & Disclosure Requirements) Regulations 2015 with the aim to consolidatestreamline the provision of Listing Agreement for different segments of capital market toensure better enforceability. The said regulation was effective from December 1 2015.Accordingly all listed entities were required to enter into Listing Agreement with theStock exchange where the securities of the company are listed. We Nouveau Global VenturesLimited 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 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.
22. ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION
On 23rd January 2016 the Shareholders of the Company approved by way of PostalBallot adoption of new set of Articles of Association in the place of existing Articlesof 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 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.
24. CORPORATE SOCIAL RESPONSIBILITIES INITIATIVES
The prerequisite in terms of Section 135 of the Companies Act 2013 of corporate socialresponsibility 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 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.
26. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The details of related party disclosures with respect to loans/advances/investments atthe 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 theFinancial Statements of the Company.
27. 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.
28. FOREIGN EXCHANGE EARNINGS AND OUT-GO :
During the period under review your company earned Rs. 557179 from export ofhousehold product to Dubai and it is further stated in the financial statement annexedwith the report.
29. BOARD EVALUATION
Pursuant to the provisions of the Act and SEBI Listing Regulations IndependentDirectors at their meeting held during the year without the participation of theNonIndependent Directors and Management considered/evaluated the performance of the Boardof Directors the Chairman and other Non-Independent Directors.
The Board subsequently evaluated its own performance the working of its Committees andIndependent Directors without participation of the relevant Director(s). The criteria forperformance evaluation have been detailed in the Corporate Governance Report.
30. NOMINATION & REMUNERATION POLICY
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection appointment and remuneration of Directors and KMPs. TheRemuneration 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 andRemuneration of Managerial Personnel) Rules 2014 are not applicable to the Company sinceduring the period under review there were no employees who were in receipt of theremuneration 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 theCompany between the end of the financial year of the Company i.e. March 31 2016 and thedate of this Report.
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.
v) The Company confirms that it has paid the annual listing fees for the year 201617 toBombay Stock Exchange.
Your Directors express deep sense of appreciation to the members investors
bankers service providers customers and other business constituents for theircontinued faith abundant assistance and cooperation extended to the Company. YourDirectors would like to make a special mention of the support extended by the variousDepartments of Government of India the State Governments particularly the TaxAuthorities the Ministry of Commerce Ministry of Corporate Affairs Securities andExchange Board of India and others and look forward to their continued support in allfuture 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 |
|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 || |