NOUVEAU GLOBAL VENTURES LIMITED
Your Directors are presenting herewith the Thirty First Annual Report togetherwith the Audited Financial statements for the Financial Year ended 31st March 2019.
1. FINANCIAL PERFORMANCE OF THE COMPANY
|Particulars ||Standalone ||Consolidation |
| ||2018-19 ||2017-18 ||2018-19 ||2017-18 |
|Profit/(Loss) before interest depreciation tax and ||90.49 ||(1162.74) ||90.33 ||(2151.39) |
|Extra Ordinary Items || || || || |
|Depreciation/amortization ||14.72 ||15.06 ||14.72 ||15.43 |
|Profit/ (Loss) before interest tax and Extra ||75.77 ||(1177.80) ||75.61 ||(2166.82) |
|Ordinary Items || || || || |
|Finance Costs ||62.90 ||62.49 ||62.90 ||62.49 |
|Profit/ (Loss) before tax and Extra Ordinary Items ||12.87 ||(1240.29) ||12.71 ||(2229.31) |
|Less: Provision for taxes on income || || || || |
|- Current tax ||2.48 ||- ||2.45 ||- |
|- MAT Credit Entitlement ||(2.48) ||- ||(2.45) ||- |
|-Deferred tax liability / (asset) ||18.41 ||(0.64) ||18.41 ||(0.61) |
|Profit/(Loss) after tax before Extra Ordinary Items ||(5.55) ||(1239.65) ||(5.70) ||(2228.70) |
|Extra Ordinary Items (Net of Tax) ||- ||- ||- ||- |
|Profit/ (Loss) for the year ||(5.55) ||(1239.65) ||(5.70) ||(2228.70) |
|Add/(Less): Other Comprehensive Income /(Loss) ||(10.07) ||(7.30) ||(9.96) ||(7.30) |
|Total Comprehensive Income / (Expenses) for the year ||(15.61) ||(1246.95) ||(15.66) ||(2236) |
2. PERFORMANCE OF THE COMPANY
The Company have four reportable business segments i.e. Multimedia Financial &Consultancy Dealing in Shares & Securities and Trading in Textile.
Your Directors report that during the year Company has incurred loss of Rs. 5.55 Lakhswhich has been decreased from the previous year loss of Rs. 1239.65 Lakhs which isshowing a positive hope to incur profit in the near future. The Company's turnover showeda negative growth of Rs. 372.75 Lakhs as compared to the previous year turnover of Rs.1141.85 Lakhs. In an ongoing unfavorable market condition and prevailing economicscenario the Company is struggling to make a positive stand in the market.
Barring such unforeseen circumstances the directors of your company are striving forbetter performance by the Company in the years to come so as to restore the financialposition of the Company.
3. CHANGE IN NATURE OF BUSINESS
During the year there was no change in the nature of business activities of theCompany.
4. DIVIDEND & RESERVES
Yours Directors do not recommend any dividend for the year ended March 31 2019 due tothe losses incurred during the year and further no amount was transferred to Reserves.
5. SHARE CAPITAL
The paid up Equity Share Capital as on March 31 2019 is Rs.18 55 30000/- (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.
Cessation of Directors during the year
During the year under review Mr. Harpreet Singh Kohli Independent (Non-executive)Director stepped down from the Board with effect from April 20 2018. The Board wishes toplace on record its appreciation for the valuable contributions made by him to the Boardand the Company during his long tenure.
Director retiring by rotation
In accordance with the provisions of the Companies Act 2013 Ms. Asha KhadariaDirector of the Company who retires by rotation at the ensuing AGM and being eligiblehave offered herself for re-appointment. The Board recommends her re-appointment.
Information regarding the directors seeking re-appointment
The Resume/ Profile and other information regarding the directors seekingre-appointment as required by the Regulation 36 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 & SS-2 of ICSI have been given in theNotice convening the 31st AGM of the Company.
The Board further recommends to the members for re-appointment of Mr. Manoj Bhatia andMr. Narendra Gupta as a Non-Executive Independent Director of the Company for a secondterm of five years w.e.f. 30th September 2019 till the conclusion of 36th Annual GeneralMeeting of the Company in the year 2024. The requisite resolution for approval of theirre-appointment is being proposed in the Notice of the ensuing Annual General Meeting forthe approval of the members.
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 sub-section (6) of Section 149 of the Companies Act 2013 read with schedules &rules issued thereunder as well as SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (including any statutory modification(s) or re-enactment(s) thereof forthe time being in force) in respect of the financial year ended March 31 2019.
The terms and conditions of appointment of the Independent Directors are placed on thewebsite of the Company http:// www.nouveauglobal.com/investors.html .
The Company has also disclosed the Director's familiarization programme on its websitehttp://www.nouveauglobal. com/investors.html.
During the year the Non-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company.
7. KEY MANAGERIAL PERSONNEL
On April 23 2019 Mrs. Disha Bhatia tendered her resignation from the post of CompanySecretary & Compliance Office and Board at its meeting held on April 23 2019appointed Ms. Khushboo Gupta as Company Secretary & Compliance Officer of the Companyw.e.f. April 23 2019.
Key Managerial Personnel's (KMP's) of the Company under Section 203 of the CompaniesAct 2013 as on March 31 2019 are as follows:
|Sr. No. Name ||Designation |
|1 Mr. Krishan Khadaria ||Managing Director |
|2 Mr. Naresh Kedia ||Chief Financial Officer |
|3 Mrs. Disha Bhatia ||Company Secretary |
8. MEETINGS OF THE BOARD
During the year under review the Board met 7 (seven) times. For details of themeetings of the board and its composition please refer to the Corporate GovernanceReport which forms part of this Annual Report. The intervening gap between the Meetingswas within the period prescribed under the Companies Act 2013 the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and Secretarial Standards onMeeting of the Board of Directors as issued by The Institute of Company Secretaries ofIndia.
9. 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
The details with respect to the composition powers roles terms of reference numberof meetings held attendance at the meetings etc. of statutory committees are given indetail in the Corporate Governance Report which forms part of this Report.
10. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Act the Board of Directors to thebest of their knowledge and ability confirm:
a) That in the preparation of the annual financial statements for the year ended March31 2019 the applicable Accounting Standards had been followed along with properexplanation relating to material departures;
b) That for the financial year ended March 31 2019 such accounting policies asmentioned in the Notes to the financial statements have been applied consistently andjudgments and estimates that are reasonable and prudent have been made so as to give atrue and fair view of the state of affairs of the Company as at March 31 2019 and of theprofit and loss of the Company for the year ended March 31 2019;
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 proper systems have been devised to ensure compliance with the provisions ofall applicable laws were in place and that such systems were adequate and operatingeffectively.
11. SUBSIDIARIES/JOINT VENTURES/ ASSOCIATE COMPANIES
During the year the Company had one unlisted wholly owned subsidiary Companies viz.Nouveau Shares & Securities Limited. There has been no material change in the natureof the business of the subsidiaries.
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 is engaged into the core business of Share Broking. Barringunforeseen market conditions and domino effect in the entire commodities market at UAEthe Company continued to incur losses during the year under consideration.
For the financial year ended on 31st March 2019 the issued subscribed & paid-upShare Capital of the Company stood at Rs. 1 25 50000/- (Rs. One Crore Twenty Five LakhsFifty Thousand only) comprising of 12 55000 (Twelve Lakhs Fifty Five Thousand Only)Equity Shares of the face value of Rs. 10/- each.
The Policy for determining Material' subsidiaries has been displayed on theCompany's website www.nouveauglobal. com .
12. COMPLIANCE WITH SECRETARIAL STANDARDS
The Institute of Company Secretaries of India a statutory body has issued SecretarialStandards (SS) on various aspects of corporate law and practices. The Company has compliedwith the SS -1 on Board Meetings and SS - 2 on General Meetings.
13. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements for the year ended 31st March 2019 which havebeen prepared by the Company in accordance with the applicable provisions of the Act andthe applicable Indian Accounting Standards (Ind AS) forms an integral part of this AnnualReport.
Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies(Accounts) Rules 2014 a statement containing salient features of the financialstatements of Subsidiaries/Associate Companies/Joint Ventures is given in Form AOC-1 andforms an integral part of this Report as ANNEXURE I.
During the year under review the Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules2014(including any statutory modification(s) orre-enactment(s) thereof for the time being in force).
15. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92(3) and Section 134(3)(a)of the Act read with Rule 12(1) of the Companies(Management and Administration) Rules 2014 is annexed as "ANNEXURE II"and forms an integral part of this Report. The said MGT-9 is also made available on thewebsite of the Company at www.nouveauglobal.com.
16. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report on the operations of the Company asrequired under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is provided in a separate section marked as " Annexure III" andforms an integral part of this Report.
17. STATUTORY AUDITORS & AUDITORS' REPORT
M/s. Sunil Vankawala and Associates Chartered Accountants (Registration No. 110616W)were appointed as Auditors of the Company for a term of 5 (five) consecutive years at theAnnual General Meeting held on 26th September 2017 till the conclusion of the 34th AGM.
In accordance with the Section 40 of the Companies (Amendment) Act 2017 theappointment of Statutory Auditors is not required to be ratified at every AGM. Thus M/s.Sunil Vankawala and Associates will continue to hold office till the conclusion of 34thAGM. The Auditors have confirmed that they are not disqualified from continuing asAuditors of the Company. The Notes on financial statement referred to in the Auditors'Report are self-explanatory and do not call for any further comments.
The Standalone Independent Auditors' Report does not contain any qualificationreservation adverse remark or disclaimer. However the Independent Auditor's Report onConsolidated Financial Statement of the Company for the year ending 31st March 2019 doesnot contain any qualification reservation or adverse remark except for one qualificationwith regards to the Fixed Deposit in the name of Nouveau Shares & Securities Limited("NSSL") being wholly-owned subsidiary of the Company. The qualification isgiven as:
Fixed deposit held with the Canara Bank amounting to Rs. 27.09 lacs (Previous year Rs.27.09 lacs) inclusive of Accrued Interest thereon by the Subsidiary's is subject toconfirmation.
The NSSL is in process of surrendering its membership with NSE for which the FD wascreated. Unless the surrender process is completed the pledge of FD matter with NSE andSHCIL would not be resolved and Company would not be able to recover the amount of FD.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments.
18. SECRETARIAL AUDITORS
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 2018-19.
The Secretarial Audit Report for the financial year ended March 31 2019 is annexedherewith as ANNEXURE IV.
The responses of your Directors on the observations made by the Secretarial Auditor areas follows:-
The company has not charged interest on loan given to its subsidiary pursuant toprovision of section 186 (7) of the Companies Act 2013.
As the Wholly owned Subsidiary Company namely Nouveau Shares and Securities Limitedis not performing well from past few years and have also not incurred any revenue duringfinancial year 2018-19 therefore your Board of Directors have not charged any interest onloan provided to its Wholly owned Subsidiary Company.
The board of directors of the company had called its meeting on 30th May 2018 forconsideration of annual audited standalone and consolidated financial results &statement for the quarter and year ended 31.03.2018. However the meeting was concludedwithout adoption of the accounts and subsequently a fresh meeting was held on 4th June2018 for adoption of said financial results and final accounts consequent to it thecompany has made delayed by five days in submitting annual audited standalone andconsolidated financial results for the quarter and year ended 31.03.2018 as required underRegulation 33 of (Listing obligations and disclosure requirements) Regulations 2015.
The Company has adopted financial results as per Indian Accounting Standards (Ind AS)for the first time during the financial year 2017-18. So the financial results for theyear ended 31st March 2018 was prepared as per Ind AS format. Accordingly the Companyhad called its meeting on 30th May 2018 for consideration of annual audited standalone andconsolidated financial results & statement for the quarter and year ended 31.03.2018.However due to unavoidable delays in finalization of accounts and the consequentcompletion of audit work the Board Meeting held on 30th May 2018 concluded with pendingfinalization of accounts for the year ended 31st March 2018 which was finally beenadopted on the Board Meeting held on 4th June 2018. As a result Company made delayfiling to stock exchange by five days.
The Company has not given prior intimation to stock exchange at least five days inadvance regarding meeting of Board of Directors to be held on 04.06.2019 in whichfinancial results for the quarter and year ended 31.03.2018 shall be discussed.
Due to unavoidable delays in finalization of accounts and the consequent completion ofaudit work the Board Meeting held on 30th May 2018 could not considered the annualaccounts for the year ended 31st March 2018 and the management was not willing to extendthe timing of finalization of results and meeting was called at shorter notice.Consequently the Company was failed to provide prior intimation to stock exchange atleast five days in advance regarding meeting of Board of Directors to be held on04.06.2019 in which financial results for the quarter and year ended 31.03.2018 wasdiscussed.
The Company has submitted outcome of Board Meeting held on 14.11.2018 to BSE with delayof 18 hours and 52 minutes in which board has approved and considered the Un-auditedfinancial result for the quarter and half-year ended 30.09.2018.
The observation is itself self-explanatory and the management is committed tostreamline in future.
19. CORPORATE GOVERNANCE
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate report on corporate governancepractices followed by the Company is annexed to this Report as
ANNEXURE V together with a certificate from the Company's Auditors confirmingcompliance forms an integral part of this Report.
20. PERFORMANCE EVALUATION OF THE BOARD
Pursuant to applicable provisions of the Companies Act 2013 and the ListingRegulations the Board in consultation with its Nomination & Remuneration Committeehas formulated a framework containing inter-alia the process attributes and criteriafor performance evaluation of the entire Board of the Company its Committees andindividual Directors including Independent Directors. The framework is monitoredreviewed and updated by the Board in consultation with the Nomination and RemunerationCommittee based on need and new compliance requirements.
Accordingly the annual performance evaluation of the Board its Committees and eachDirector was conducted based on the criteria and framework adopted by Nomination &Remuneration Committee for the financial year 2018-19 by way of oral evaluation throughpersonal interaction the details of which are provided in the Corporate GovernanceReport.
The Independent Directors had met separately during the year without the presence ofNon-Independent Directors and the Members of Management and discussed inter-alia theperformance of Non-Independent Directors and Board as a whole.
The Nomination and Remuneration Committee has also carried out evaluation of everyDirector`s performance. The performance evaluation of all the Independent Directors havebeen done by the entire Board excluding the Director being evaluated. On the basis ofperformance evaluation done by the Board it determines whether to extend or continuetheir term of appointment whenever their respective term expires.
The Directors expressed their satisfaction with the evaluation process.
21. PARTICULARS OF EMPLOYEES AND REMUNERATION:
The information pursuant to Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is not given as no employee employedthroughout the financial year 2018-19 was in receipt of the remuneration of Rs. 102 Lakhsor more and no employee employed for the part of the financial year 2018-19 was inreceipt of remuneration of Rs. 8.50 Lakhs or more per month. However as per first provisoto Section 136(1) of the Act and second proviso of Rule 5(2) of the Rules the Report andFinancial Statements are being sent to the Members of the Company excluding the statementof particulars of employees under Rule 5(2) and 5(3) of the Rules. Any Member interestedin obtaining a copy of the said statement may write to the Company Secretary at theRegistered Office of the Company.
The statement of Disclosure of Remuneration under Section 197(12) of the Act read withthe Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 ("Rules") is mentioned below
Statement of Disclosure of Remuneration under Section 197 of Companies Act 2013 andRule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014:
a) The ratio of remuneration of each Director to the median remuneration of theemployees for the FY 2018-19 are:
|Name of Director ||Amount of Remuneration Per Annum (in Rs.) ||Ratio of Remuneration of each Director to median remuneration of employees for the FY |
|Mr. Krishan Khadaria (Managing Director) ||1200000/- ||1.938 times` |
# Median Remuneration of Employee during the financial year 2018-19: Rs. 6 19100 p.a
*Except for Mr. Krishan Khadaria no other Director received remuneration during thefinancial year 2018-19.
b) Percentage increase in remuneration of each Director CFO and Company secretary inthe financial year 2018-19:
|Name ||Designation ||Percentage increase in remuneration |
|Mr. Krishan Khadaria ||Managing Director ||0 |
|Mr. Naresh Kedia ||Chief Financial Officer ||11.89% |
|Mrs. Disha Bhatia ||Company Secretary ||32.41% |
*Except for Mr. Krishan Khadaria no other Director received remuneration during thefinancial year 2018-19.
c) The percentage increase in the median remuneration of employees in the FinancialYear 2018-19: 48.82% d) There were 6(Six) permanent employees on the rolls of Company ason March 31 2019; e) Average percentile increase already made in the salaries ofemployees other than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remuneration and justificationthereof and point out if there are any exceptional circumstances for increase in themanagerial remuneration:
The average percentage increase in the financial year 2018-19 in the salaries ofemployees other than Managerial Personnel was 7.98%. For computing average percentageincrease in the salaries of the employees the employees who have worked for the completefinancial year 2017-18 and 2018-19 have been considered to make the figures comparable.There are no other exceptional circumstances for increase in the managerial remunerationand increase in remuneration has been in accordance with the company's policies.
f) The other details pertaining to the remuneration of the KMP's have been provided inthe Extract of Annual Report annexed hereto and forming part of this Report.
g) It is hereby affirmed that the remuneration paid is as per the Nomination &Remuneration policy of the Company.
22. RELATED PARTY TRANSACTIONS
All transaction entered into by the Company with related parties during the financialyear 2018-19 were in ordinary course of business and on arm's length basis. All RelatedParty 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 theupper ceiling as to amount for the transactions which are of foreseen and repetitivenature. The details of all such related party transactions entered into pursuant to theomnibus approval of the Committee are placed before the Audit Committee on a quarterlybasis for its review.
The Company has adopted a Policy on Related Party Transactions and the same is placedon the Company's website at the web link: http://www.nouveauglobal.com/investors.html.
During the year the Company had not entered into any contract or arrangement withrelated parties which could be considered material' (i.e. transactions exceeding tenpercent of the annual consolidated turnover as per the last audited financial statementsentered into individually or taken together with previous transactions during thefinancial year) according to the policy of the Company on materiality of Related PartyTransactions. However during the period of April 2019 to August 2019 Company enteredinto a transaction with a related party which is considered as material the details ofwhich is provided in explanatory statement annexed to the Notice of Annual GeneralMeeting. As such material related party transaction is not considered as materialpursuant to the provisions of Companies Act 2013 and all other transaction entered duringthe year with related parties were in ordinary course of business and on arm's lengthbasis. Therefore no transactions are required to be reported in form AOC-2.
The details of related party transactions are set out in the Notes to FinancialStatements forming part of this Annual Report.
23. 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.
24. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The particulars of loans guarantees and investments under Section 186 of the Act readwith the Companies (Meetings of Board and its Powers) Rules 2014 for the financial year2018-19 are given in Notes to the financial statements forming part of this Report.
25. EMPLOYEE STOCK OPTION SCHEME
Presently the Company does not have any stock options scheme for its employees.
26. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH AREREPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditors Internal Auditor or Secretarial Auditor of the Company have notreported any frauds to the Audit Committee or to the Board of Directors under Section143(12) of the Companies Act 2013 including rules made thereunder.
27. NOMINATION & REMUNERATION POLICY
The Company has formulated and adopted the Nomination & Remuneration Policy incompliance with section 178(3) of the Companies Act 2013 read along with the applicablerules thereto and Part D of Schedule II of SEBI (Listing Obligations and DisclosureRequirements) 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 Directors and theBoard of Directors.
This policy is being governed by the Nomination & Remuneration Committee. Thepolicy is annexed herewith and marked as "ANNEXURE IX" and forms part ofthe Corporate Governance Report. The Policy is also available on the website of theCompany http://www.nouveauglobal.com/investors.html .
28. COST RECORDS AND COST AUDIT
Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Companies Act 2013 are not applicable for thebusiness activities carried out by the Company.
29. PREVENTION OF SEXUAL HARASSMENT POLICY
The Company has adopted a Policy on Prevention Prohibition and Redressal of SexualHarassment/Anti Sexual Harassment policy at the Workplace in line with the requirements ofthe Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013 and the Rules there under if any.
The Policy aims to provide protection to employees at the workplace and prevent andredress complaints of sexual harassment and for matters connected or incidental theretowith the objective of providing a safe working environment where employees feel secure.During the year under review no complaints were received by the Company related to sexualharassment.
30. INTERNAL COMPLAINTS COMMITTEE
The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 ("POSH Act") requires an employer to set up an internalcommittee' ("IC") at each office or branch of an organization employing 10 ormore employees to hear and redress grievances pertaining to sexual harassment. As thenumber of employees working in the Company is less than 10 the requirement to form anInternal Complaints Committee does not arise.
31. 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.
32. 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.
The shares of your Company continued to be listed at BSE Limited. Listing fee for thefinancial year 2018-19 had already been paid during April 2018.
34. 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.
No Director/ employee have been denied access to the Chairman of the Audit Committeeand that no complaints were received during the year. The details of the Policy have beenposted on the Company's website www.nouveauglobal.com.
35. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGEEARNINGS/OUT-GO
Since the Company is neither engaged in any manufacturing activity nor the Company hasany manufacturing unit therefore the prescribed particulars with regards to compliance ofrules 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.
During the year under review there has been no foreign exchange outflow/inflow.
36. MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the financial position of theCompany between the end of the financial year i.e. March 31 2019 and the date of thisReport.
37. RISK MANAGEMENT
The Board of Directors of the Company has made a Risk Management Policy which requirethem to aware the shareholders of Company regarding development and implementation of riskmanagement plan for the Company including identification therein of elements of risks ifany which in their opinion might threaten the existence of the Company the managementplan to mitigate the same and ensuring its effectiveness. The Audit Committee hasadditional oversight in the area of financial risks and controls. The major risksidentified by the businesses and functions are systematically addressed through mitigatingactions on a continuing basis. The details of the Policy have been posted on the Company'swebsite www.nouveauglobal.com.
38. GREEN INITIATIVES
The Company supports and pursues the 'Green Initiative'' of the Ministry ofCorporate Affairs Government of India. The Company has effected electronic delivery ofNotice of Annual General Meeting and Annual Report to those Members whose e-mail IDs wereregistered with the Company/ Depository Participants. The Companies Act 2013 and theunderlying rules as well as Regulation 36 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 permit thedissemination of financial statements and annual report in electronic mode to the Members.
For members whose email addresses are not registered with the Company physical copiesare sent in the permitted mode. Your Directors are thankful to the Members for activelyparticipating in the Green Initiative and seek your continued support for implementationof the green initiative.
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.
The Board of Directors wish to place on record its deep sense of appreciation for thecommitted services by all the employees of the Company. The Board of Directors would alsolike to express their sincere appreciation for the assistance and co-operation receivedfrom the members investors bankers service providers customers and other businessconstituents for their continued faith abundant assistance and cooperation extended tothe Company. Your Directors would like to make a special mention of the support extendedby the various Departments of Government of India the State Governments particularlythe Tax Authorities the Ministry of Commerce Ministry of Corporate Affairs Securitiesand Exchange Board of India and others during the year under review and look forward totheir continued support in all future endeavors.
| ||By and on behalf of the Board |
| ||For Nouveau Global Ventures Limited |
| ||Sd/- ||Sd/- |
| ||Krishan Khadaria ||Manoj Bhatia |
|Date: August 31 2019 ||Managing Director ||Director |
|Place: Mumbai ||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 || || |