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Nouveau Global Ventures Ltd.

BSE: 531465 Sector: Others
NSE: N.A. ISIN Code: INE317B01034
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NSE 05:30 | 01 Jan Nouveau Global Ventures Ltd
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P/E 233.33
Mkt Cap.(Rs cr) 26
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OPEN 14.00
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52-Week high 14.66
52-Week low 14.00
P/E 233.33
Mkt Cap.(Rs cr) 26
Buy Price 0.00
Buy Qty 0.00
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Nouveau Global Ventures Ltd. (NOUVEAUGLOBAL) - Director Report

Company director report

To The Members Nouveau Global Ventures Limited

Your Directors are presenting herewith the Thirtieth Annual Report together with theAudited Financial statements for the Financial Year ended 31st March 2018.


(Rs. in Lakhs)




2017-18 2016-17 2017-18 2016-17
Profit/ (Loss) before interest depreciation tax and Extra (1162.74) (719.07) (2151.39) (547.12)
Ordinary Items
Depreciation/amortization 15.06 15.15 15.43 16.08
Profit/ (Loss) before interest tax and Extra Ordinary Items (1177.80) (652.69) (2166.82) (563.20)
Finance Costs 62.49 66.39 62.49 67.15
Profit/ (Loss) before tax and Extra Ordinary Items (1240.29) (719.08) (2229.31) (630.35)
Less: Provision for taxes on income
--Current tax - - - -
--Deferred tax liability / (asset) (0.64) (2.00) (0.61) (1.97)
Profit/( Loss) after tax before Extra Ordinary Items (1239.65) (717.08) (2228.70) (628.38)
Extra Ordinary Items (Net of Tax) - - - -
Profit/ (Loss) for the year (1239.65) (717.08) (2228.70) (628.38)
Add / (Less): Other Comprehensive Income (7.30) (4.26) (7.30) (4.26)
Total Comperhensive Income / (Expeses) for the year (1246.95) (721.34) (2236.00) (632.64)


The Company has five reportable business segments i.e. Multimedia Financial &Consultancy Dealing in Shares & Securities Trading in Textile and Tele ShoppingDivision.

Ministry of Corporate Affairs (MCA) has vide its notification dated February 16 2015notified the applicability of Indian Accounting Standards ("Ind AS") to beapplicable on listed companies and certain class of companies for the Accounting periodbeginning from April 1 2016 with comparatives to be provided for the period ended onMarch 31 2016.the Ind As became applicable on our company w.e.f. April 1 2017 thereforethe Company has adopted Indian Accounting Standard (‘Ind AS') with effect from saiddate and accordingly these financial results along with the comparatives have beenprepared in accordance with the recognition and measurement principles stated thereinprescribed under Section 133 of the Companies Act 2013 read with the relevant rulesissued thereunder.

Your Directors regret to report that during the year the Company has continued to incurlosses during the financial year under review. However the Company's turnover showed apositive growth as compared to the previous year. Due to ongoing unfavorable marketcondition and prevailing economic scenario the Company has incurred loss of Rs. 1239.65lakhs as compared to previous year loss of Rs. 717.08 lakhs.

Barring unforeseen circumstances the directors of your company are striving for betterperformance by the Company in the years to come so as to restore the financial position ofthe Company.


Yours Directors do not recommend any dividend for the year ended March 31 2018 due tothe losses incurred during the year and further no amount was transferred to Reserves.


The issued subscribed and paid up Share Capital as on March 31 2018 stood atRs.185530000/- (Rs. Eighteen Crores Fifty Five Lakhs Thirty Thousand only) comprisingof 18553000 (One Crore Eighty Five Lakhs Fifty Three Thousand Two Hundred andForty-Eight) Equity Shares of the face value of Rs. 10/- each. During the year underreview 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 anyscheme to fund its employees to purchase the shares of the Company.


Appointment/Cessation of Directors during the year

During the year under review Mr. Mohit Khadaria Executive Director stepped down fromthe Board with effect from December 14 2017. The Board wishes to place on record itsappreciation for the valuable contributions made by him to the Board and the Companyduring 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 appointment/ re-appointment

The Resume/ Profile and other information regarding the directors seekingre-appointment/appointment 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 30th AGM of the Company.

The Board further recommends to the members for appointment of Ms. Niraali SantoshThingalaya as a Non-Executive Independent Director of the Company for a term of fiveyears w.e.f. 29th September 2018 till 28th September 2023. The requisite resolution forapproval of her appointment is being proposed in the Notice of the ensuing Annual GeneralMeeting for the 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 2018.

The terms and conditions of appointment of the Independent Directors are placed on thewebsite of the Company http:// .

The Company has also disclosed the Director's familiarization programme on its website investors.html.

During the year the Non-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company.


During the year Mr. Aashish Garg tendered his resignation from the post of CompanySecretary & Compliance Office w.e.f. December 1 2017 and Board at its meeting held onDecember 1 2017 appointed Mrs. Disha Bhatia as Company Secretary & Compliance Officerof the Company w.e.f. December 1 2017.

Key Managerial Personnel's (KMP's) of the Company under Section 203 of the CompaniesAct 2013 as on March 31 2018 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


During the year under review the Board met 9 (nine) times. For details of the meetingsof the board and its composition please refer to the Corporate Governance Report whichforms part of this Annual Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013 the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and Secretarial Standards on Meeting of theBoard of Directors as issued by The Institute of Company Secretaries of India.


In accordance with the applicable provisions of Companies Act 2013 & SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has constituted thefollowing Committees:

Audit Committee

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.


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 endedMarch 31 2018 the applicable Accounting Standards had been followed along with properexplanation relating to material departures;

b) That for the financial year ended March 31 2018 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 2018 and of theprofit and loss of the Company for the year ended March 31 2018;

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 agoing concern basis;

e) That the Directors have laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffectively;

f) That proper systems have been devised to ensure compliance with the provisionsof all applicable laws were in place and that such systems were adequate and operatingeffectively.


During the yearthe Company had two unlisted wholly owned subsidiary Companies viz.Nouveau Global Venture FZE and Nouveau Shares & Securities Limited. However due tocontinuous losses incurred by Nouveau Global Venture FZE a step down wholly owned foreignsubsidiary situated at UAE the Board decided to get its trading licence cancelled withRAK Free Trade Zone UAE which ultimately lead the closure of the subsidiary w.e.f. 4thFebruary 2018.

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 2018 the issued subscribed & paid-upShare Capital of the Company stood at Rs. 12550000/- (Rs. One Crore Twenty Five LakhsFifty Thousand only) comprising of 1255000 (Twelve Lakhs Fifty Five Thousand Only)Equity Shares of the face value of Rs. 10/- each .

Nouveau Global Venture FZE

Four years have passed since the Company established a wholly owned Subsidiary in thename of "Nouveau Global Ventures FZE" at RAK Free Zone U.A.E. and with thepassage of time and subsequent to the Domino effect and due to inferior quality of Naaptolproducts for the UAE market Company decided to discontinue plans to expand internationalbusiness with its WOS. The company honoured all deals made with vendors to clear out anycreditors from the books of its WOS. Subsequently the lack of confidence and support fromthe banking sector diminished the trade potential in the food commodity market. Themanagement thus realized that business was unable to generate sufficient profits andoutputs and it was unable to compete with larger competitors and with no recovery in sightfrom the absconding companies the Company had to shut down the operations of itssubsidiary.

However pursuant to such closure the majority investment made by our Company in theform of equity capital and unsecured loan in its WOS would not be recoverable hence forthe betterment of the Company the Board at its meeting had approved writing off thebad-debts from the books of accounts of the Company for the financial year 2017-18.

The Policy for determining ‘Material' subsidiaries has been displayed on theCompany's website


The Consolidated Financial Statements for the year ended 31st March 2018 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-1and forms 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).


The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder 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" andforms an integral part of this Report. The said MGT-9 is also made available on thewebsite of the Company at www.


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" and formsan integral part of this Report.


Pursuant to the provisions of section 139 of the Act and the rules framed thereafterM/s. Sunil Vankawala and Associates Chartered Accountants (Registration No. 110616W)were appointed as statutory auditors of the Company for the period of 5 years from theconclusion of the 29th Annual General Meeting (AGM) held on 26th September 2017 till theconclusion 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. As required under Section 139 of the Companies Act 2013 the Company has obtained awritten consent from the Auditors to their continued appointment and also a certificatefrom them to the effect that their existing appointment is in accordance with theconditions prescribed under the Companies Act 2013 and the rules made thereunder.

The reports of the Statutory Auditors on Standalone & Consolidated Ind As FinancialStatements forms part of this Annual Report. Auditors' Report on the Standalone financialstatements of the Company for the year ending 31st March 2018 does not contain anyqualification reservation or adverse remark.

However the Auditor's Report on Consolidated Financial Statement of the Company for theyear ending 31st March 2018 does not contain any qualification reservation or adverseremark except for one qualification with regards to the Fixed Deposit in the name ofNouveau Shares & Securities Limited ("NSSL") being wholly-owned subsidiaryof the Company. The NSSL is in process of surrendering its membership with NSE for whichthe FD was created. Unless the surrender process is completed the pledge of FD matterwith NSE and SHCIL would not be resolved and Company would not be able to recover theamount of FD.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments.


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 2017-18.

The Secretarial Audit Report for the financial year ended March 31 2018 is annexedherewith as ANNEXURE IV.

The responses of your Directors on the observations made by the Secretarial Auditor areas follows:-

Response to point no.1:

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.

Response to point no.2:

The Company delayed by 5 days in adopting the final accounts due to the adoption of IndAs for the first time and pending account confirmations from trading parties.


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 togetherwith a certificate from the Company's Auditors confirming compliance forms an integralpart of this



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 2017-18 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.


The information as per the provisions of Section 197(12) of the Act read with Rule 5(2)and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules2014 forms part of this Report. However as per first proviso to Section 136(1) of theAct and second proviso of Rule 5(2) of the Rules the Report and Financial Statements arebeing sent to the Members of the Company excluding the statement of particulars ofemployees under Rule 5(2) and 5(3) of the Rules. Any Member interested in obtaining a copyof the said statement may write to the Company Secretary at the Registered Office of theCompany.

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 2017-18 are:

Name of Director/ KMP Amount of Remuneration Per Annum Ratio of Remuneration of each Director to median remuneration of employees for the FY
(in Rs.)
Mr. Krishan Khadaria (Managing Director) 1200000/- 2.89 times

# Median Remuneration of Employee during the financial year 2017-18: 4.16 lakhs p.a.

*Except for Mr. Krishan Khadaria no other Director received remuneration during thefinancial year 2017-18. b) Percentage increase in remuneration of each Director CFO andCompany secretary: Nil c) The percentage increase in the median remuneration of employeesin the Financial Year 2017-18: Nil d) There were 6(six) permanent employees on the rollsof Company as on March 31 2018;

e) Average percentile increase already made in the salaries of employees other than themanagerial 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:

Not applicable as the company has not increased the salary of any of the employee otherthan key managerial personnel during the last financial year. There are no otherexceptional circumstances for increase in the remuneration of key managerial personnel andincrease 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.


All transaction entered into by the Company with related parties during the financialyear 2017-18 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:

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. Accordingly there are no transactions that are required to be reported inform AOC-2.

The details of related party transactions are set out in the Notes to FinancialStatements forming part of this Annual Report.


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.


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 year2017-18 are given in Notes to the financial statements forming part of this Report.


Presently the Company does not have any stock options scheme for its employees.


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.


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 ofthis Report. The Policy is also available on the website of the Company


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.


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.


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 2017-18 had already been paid during April 2017.


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


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.


There are no material changes and commitments affecting the financial position of theCompany between the end of the financial year i.e. March 31 2018 and the date of thisReport.


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.


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 endeavors.

Your Directors also sincerely appreciate the high degree of professionalism commitmentand dedication displayed by employees throughout the year.

By and on behalf of the Board For Nouveau Global Ventures Limited

Sd/- Sd/-
Krishan Khadaria Manoj Bhatia
Date: August 28 2018 Managing Director Director
Place: Mumbai DIN: 00219096 DIN: 01953191
Registered Office:
401/A Pearl Arcade Opp. P. K. Jewellers
DawoodBaug Lane Off J. P. Road
Andheri (West) Mumbai – 400 058