NOUVEAU GLOBAL VENTURES LIMITED
Your Directors are presenting herewith the Thirty Second Annual Report togetherwith the Audited Financial statements for the Financial Year ended 31st March2020.
1. FINANCIAL SUMMARY/HIGHLIGHTS OF THE COMPANY
(Rs. in Lakhs)
|Particulars ||Standalone ||Consolidation |
| ||2019-20 ||2018-19 ||2019-20 ||2018-19 |
|Profit/(Loss) before interest depreciation tax and Extra Ordinary Items ||(188.99) ||90.49 ||(258.15) ||90.33 |
|Depreciation/amortization ||14.30 ||14.72 ||14.30 ||14.72 |
|Profit/ (Loss) before interest tax and Extra Ordinary Items ||(203.29) ||75.77 ||(272.45) ||75.61 |
|Finance Costs ||48.21 ||62.90 ||48.21 ||62.90 |
|Profit/ (Loss) before tax and Extra ||(251.50) ||12.87 ||(320.66) ||12.71 |
|Ordinary Items || || || || |
|Less: Provision for taxes on income || || || || |
|- Current tax ||3.77 ||2.48 ||(17.11) ||2.45 |
|- MAT Credit Entitlement ||- ||(2.48) ||- ||(2.45) |
|-Deferred tax liability / (asset) ||(0.44) ||18.41 ||(0.44) ||18.41 |
|Profit/(Loss) after tax before Extra- Ordinary Items ||(254.83) ||(5.55) ||(310.65) ||(5.70) |
|Extra Ordinary Items (Net of Tax) ||- ||- ||- ||- |
|Profit/ (Loss) for the year ||(254.83) ||(5.55) ||(310.65) ||(5.70) |
|Add/(Less): Other Comprehensive Income /(Loss) ||(6.54) ||(10.07) ||(8.07) ||(9.96) |
|Total Comprehensive Income / (Expenses) for the year ||(261.37) ||(15.61) ||(318.73) ||(15.66) |
2. PERFORMANCE OF THE COMPANY
The Company have four reportable business segments i.e. Multimedia FinancialConsultancy Dealing in Securities and Trading Division.
Your Directors report that during the year Company has incurred loss of Rs. 254.83Lakhs which has been increased from the previous year loss of Rs. 5.55 Lakhs which isshowing a struggling phase to incur profit in the near future. The Company's turnovershowed a negative growth of Rs. 103.54 Lakhs as compared to the previous year turnover ofRs. 372.76 Lakhs. In an ongoing deteriorated market condition due to global pandemic ofCOVID-19 (Novel Coronavirus) and prevailing economic scenario the Company is strugglingto 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. IMPACT OF GLOBAL CRISIS: COVID-19
The World Health Organisation (WHO) declared outbreak of Coronavirus Disease (COVID-19)a global pandemic on 11th March 2020. Consequent to this Government of Indiadeclared lockdown on 25th March 2020 and the Company suspended the operationsin all ongoing projects of the Company in compliance with the lockdown instructions issuedby the Central and State Governments. COVID-19 has impacted the normal business operationsof the Company like others during the lock-down period.
The Company has assessed the possible effects that may result from the pandemicrelating to COVID-19 on the carrying amounts of Receivables Inventories Investments andother assets / liabilities. In developing the assumptions relating to the possible futureuncertainties in the global economic conditions because of this pandemic the Company asat the date of approval of these financial results has used internal and external sourcesof Information. As on current date the Company has concluded that the Impact of COVID -19 is not material based on these estimates.
The Central and State Governments have initiated steps to lift the lockdown and theCompany will adhere to the same as it resumes its activities. The Company will continue tomonitor developments in future periods.
5. DIVIDEND & RESERVES
Yours Directors do not recommend any dividend for the year ended 31st March2020 due to the losses incurred during the year and further no amount was transferred toReserves.
6. SHARE CAPITAL
The paid-up Equity Share Capital as on March 31 2020 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 no Director have stepped down from the Board of theCompany.
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 Ms. Asha Khadaria Directorseeking re-appointment as required by the Regulation 36 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 & SS-2 of ICSI have been given in theNotice convening the 32nd AGM of the Company.
During the year under review the Board of Directors on recommendation of theNomination and Remuneration Committee re-appointed Mr. Manoj Ganeshdas Bhatia (DIN:01953191) and Mr. Narendra Ramkishor Gupta (DIN: 00418421) as an IndependentDirectors with effect from 30th September 2019 up to 29th September 2024 to hold officefor a second term of 5 (five) consecutive years.
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 31st March 2020. In theopinion of the Board the Independent Directors fulfil the said conditions ofindependence. In terms of requirements of the Listing Regulations the Board hasidentified core skills expertise and competencies of the Directors in the context of theCompany's businesses for effective functioning which are detailed in the CorporateGovernance Report.
The Ministry of Corporate Affairs (MCA') vide Notification No. G.S.R. 804(E)dated October 22 2019 and effective from December 01 2019 has introduced the provisionrelating to inclusion of names of Independent Directors in the Data Bank maintained byIndian Institute of Corporate Affairs (IICA'). All Independent Directors of yourCompany are registered with IICA. In the opinion of the Board the independent directorspossess the requisite integrity experience expertise proficiency and qualifications.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 alsodisclosed 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.
During the year under review there has been no change made in the composition of Boardof Directors and their Committees.
8. 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 203of the Companies Act 2013 as on 31st March 2020 are as follows:
|Sr. No. ||Name ||Designation |
|1 ||Mr. Krishan Khadaria ||Managing Director |
|2 ||Mr. Naresh Kedia ||Chief Financial Officer |
|3 ||Ms. Khushboo Gupta ||Company Secretary |
9. 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.
10.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.
11.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 31stMarch 2020 the applicable Accounting Standards had been followed along with properexplanation relating to material departures;
b) That for the financial year ended 31st March 31 2020 suchaccounting policies as mentioned in the Notes to the financial statements have beenapplied consistently and judgments and estimates that are reasonable and prudent have beenmade so as to give a true and fair view of the state of affairs of the Company as at 31stMarch 2020 and of the profit and loss of the Company for the year ended 31stMarch 2020;
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 concernbasis;
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.
12. SUBSIDIARIES/JOINT VENTURES/ ASSOCIATE COMPANIES
During the year the Company had one unlisted wholly owned subsidiary Companies viz.Nouveau Shares & Securities Limited.
Nouveau Shares and Securities Limited
M/s. Nouveau Shares and Securities Limited (NSSL) a wholly owned subsidiary of theCompany which is a closely held Public Ltd. Company incorporated in October 1994. NSSL isengaged into the core business of Share Broking. Barring unforeseen market conditions anddomino effect in the entire commodities market at UAE the Company continued to incurlosses during the year under consideration. During the year under review NSSL has coveredunder the category of material subsidiary. Accordingly pursuant to Regulation 24A readwith SEBI Circular No. CIR/CFD/CMD 1/27/2019 dated 08th February 2019 the SecretarialAudit is applicable on it for the financial year 2019-20. Ms. Rishika Agarwal CompanySecretary has been appointed as the Secretarial Auditor of NSSL for the F.Y 2019-20 forconducting Secretarial Audit of NSSL and issuing Secretarial Audit Report thereon. For thefinancial year ended on 31st March 2020 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 . No other material change has been occurred inthe nature of the business of the subsidiary during the year under review.
13. 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.
14. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements for the year ended 31st March 2020which have been prepared by the Company in accordance with the applicable provisions ofthe Act and the applicable Indian Accounting Standards (Ind AS) forms an integral part ofthis Annual Report.
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).
16. 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.
17. 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" and formsan integral part of this Report.
18. 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 the34th 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 and Consolidated Independent Auditors' Report does not contain anyqualification reservation adverse remark or disclaimer.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments.
19. 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 2019-20.
The Secretarial Audit Report for the financial year ended 31st March 2020is annexed herewith as ANNEXURE IV.
The responses of your Directors on the observations made by the Secretarial Auditor areas follows:-
The Company has submitted Annual Report to BSE Limited with delay of 7 days.
The Annual Report for the year ended 31st March 2019 has been submitted bythe Company to the Stock Exchange i.e. BSE Ltd. on 16th September 2019 one 'week afterthe due date provided under Regulation 34 of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015. This lapse has been done by the Company through anOversight. However once this error was brought to the notice of the Company on 16thSeptember 2019 the Company has submitted the Annual Report on 16th September 2019itself. Hence this omission of Annual Report was purely an oversight. Although in thisrespect the Company made a Representation for late submission of Annual Report for theyear ended March 2019 to BSE Ltd. within the given time period provided by BSE Ltd inresult of which the fine of Rs. 16520/- as levied by BSE Ltd. for late submission ofAnnual Report for 2018-19 has been withdrawn by BSE Ltd.
The company has not charged interest on loan given to its subsidiary and one otherparty pursuant to provision 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 2019-20 therefore your Board of Directors have not charged any interest onloan provided to its Wholly owned Subsidiary Company.
The Secretarial Audit Report of the Company forms part of this Report as ANNEXURE IV.
20. 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 togetherwith a certificate from the Company's Auditors confirming compliance forms an integralpart of this Report.
21. 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 2019-20 by way of oral evaluationthrough personal interaction the details of which are provided in the CorporateGovernance Report.
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.
22. 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 2019-20 was in receipt of the remuneration of Rs. 102 Lakhsor more and no employee employed for the part of the financial year 2019-20 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 2019-20 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) ||1050000/-** ||1.9383 times' |
#Median Remuneration of Employee during the financial year 2019-20: Rs. 493823.5 p.a.
*Except for Mr. Krishan Khadaria no other Director received remuneration during thefinancial year 2019-20.
* W.e.f. 1st January 2020 the remuneration of Mr. Krishan Khadaria hasdecreased to Rs. 50000/- p.m from Rs. 100000/- p.m.
b) Percentage increase in remuneration of each Director CFO and Company secretary inthe financial year 2019-20:
|Name ||Designation ||Percentage increase in remuneration |
|Mr. Krishan Khadaria ||Managing Director ||0 |
|Mr. Naresh Kedia ||Chief Financial Officer ||0 |
|Mrs. Khushboo Gupta ||Company Secretary ||0 |
*Except for Mr. Krishan Khadaria no other Director received remuneration during thefinancial year 2019-20.
c) The percentage increase in the median remuneration of employees in the FinancialYear 2019-20: 20.24%
d) There were 7(Seven) permanent employees on the rolls of Company as on March 312020;
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:
The average percentage increase in the financial year 2019-20 in the salaries ofemployees other than Managerial Personnel was 68.74%. For computing average percentageincrease in the salaries of the employees the employees who have worked for the completefinancial year 2018-19 and 2019-20 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.
23. RELATED PARTY TRANSACTIONS
All transaction entered into by the Company with related parties during the financialyear 2019-20 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.
24. 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.
25. 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.
26. EMPLOYEE STOCK OPTION SCHEME
Presently the Company does not have any stock options scheme for its employees.
27. 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.
28. 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.
29. 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.
30. 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.
31. 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.
32. 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.
33. 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's Statutory Auditors have in their report confirmed the adequacy of theinternal control procedures.
The shares of your Company continued to be listed at BSE Limited. Listing fee for thefinancial year 2019-20 had already been paid during April 2019.
35. 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.
36. 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.
37. 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. 31st March 2020 and thedate of this Report.
38. 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.
39. GREEN INITIATIVES
The Company supports and pursues the 'Green Initiative'' of the Ministry ofCorporate Affairs Government of India. Owing to the global pandemic of COVID-19 yourCompany has effected electronic delivery of Notice of Annual General Meeting and AnnualReport to the Members whose e-mail IDs were registered with the Company/ DepositoryParticipants. The facility of registering email id with Company to the shareholders whoseemail-Id is not registered with the Company was also provided. The Companies Act 2013and the underlying rules as well as Regulation 36 of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 permit thedissemination of financial statements and annual report in electronic mode to the Members.
Further pursuant to the MCA Circulars and SEBI Circular in view of the prevailingsituation owing to the difficulties involved in dispatching of physical copies of theNotice of the 32nd AGM and the Annual Report for the financial year 2019-20are being sent only by email to the Members. Members may note that this Notice and AnnualReport 2019-20 will be available on the Company's website www.nouveauglobal.com websitesof the Stock Exchanges i.e. BSE Limited at www.bseindia.com.
Your Directors are thankful to the Members for actively participating in the GreenInitiative and seek your continued support for implementation of 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) The Company does not have any scheme or provision of money for the purchase of its ownshares by employees/ Directors or by trustees for the benefit of employees/ Directors iii)Issue of shares (including sweat equity shares) to employees of the Company. iv) Nosignificant or material orders were passed by the Regulators or Courts or Tribunals whichimpact the going concern status and Company's operations in future.
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
| ||Krishan Khadaria ||Manoj Bhatia |
|Date: 05th September 2020 ||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 || || |