DIRECTORS' REPORT To, The Members, Nouveau Global Ventures Limited REPORT 1. Your Directors are pleased to present their 27th Annual Report together with the audited financial statements, for the financial year ended March 31,2015. 2. STATE OF COMPANY'S AFFAIRS The Company has achieved a Profit after tax of Rs. 8,66,392/- (Rupees Eight Lacs Sixty Six Thousand Three Hundred and Ninty Two Only) from the operations of the Company as compared to a profit after tax of Rs. 17,22,156/- ( Rupees Seventeen Lacs Twenty Two Thousand One Hundred and Fifty Six Only)earned during the previous financial year. The turnover of the company during the financial year was Rs. 6,02,04,687/- (Rupees Six Crore Two Lacs Four Thousands Six Hundred Eighty Seven ) as against last year's turnover Rs. 9,51,74,564/- (Rupees Nine Crore Fifty One Lacs Seventy Four Lacs Five Hundred Sixty Four ) . The Company has four reportable business segments i.e. Multimedia, Financial & Consultancy, Dealing in Shares & Securities and Textile Division .The Company always intends to grab the opportunities available in these fields. 3. DIVIDEND & RESERVES Yours Directors do not recommend any dividend for the year ended March 31, 2015, in view of the growth of the business and insufficient profits during the year. During the year under review, no amount was transferred to Reserves. 4. SHARE CAPITAL The paid up Equity Share Capital as on March 31, 2015 is Rs.18,55,30,000 (Rupees Eighteen Crores Fifty Five Lac thirty Thousand only. During the year under review, 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 any scheme to fund its employees to purchase the shares of the Company. 5. SUBSIDIARIES As on March 31, 2015, the Company has following two unlisted wholly owned subsidiaries. 1. Nouveau Shares And Securities Limited The wholly owned subsidiary of the Company, a closely held Public Ltd. Company incorporated in October 1994 M/s. Nouveau Shares and Securities Limited is engaged into the core business of Share Broking. The Company is a 100% subsidiary of Nouveau Global Ventures Ltd. The Company has Paid-Up Share Capital of Rs.125.50 Lacs and having Net worth of Rs. 65.23 Lacs as on March 31, 2015. Your Directors are pleased to present their 27th Annual Report together with the audited financial statements, for the financial year ended March 31, 2015. 2. Nouveau Global Ventures FZE In view of the large scale expansion drive of the company, a business entity by way of a 100% subsidiary was incorporated in Ras Al Khaimah Free Trade Zone as per law applicable in UAE. The subsidiary is functioning in the same line of business of the Parent Company. Net sales of NOUVEAU GLOBAL VENTURES FZE has increased from Rs. 4063.99 lacs in the previous year to Rs. 4415.83 lacs during the current financial year 2014-15. Net profit during the period is Rs. 299.69 lacs, as compared to a net profit of Rs. 291.75 lacs in the previous year. In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014,the Company has prepared its consolidated financial statement including all of its subsidiaries, which is forming part of this report. The financial position and performance of its subsidiaries are given in the statement containing salient features of the financial statements of the said subsidiaries, which form part of the consolidated financial statements. In accordance with third proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been hosted on its websitewww.nouveauglobal.com. Further, as per fourth proviso to the said section, the audited annual accounts of each of the said subsidiary companies of the Company have also been hosted on the Company's website www.nouveauglobal.com. Any shareholder who may be interested in obtaining a copy of the aforesaid documents may write to the Company Secretary at the Company's Registered Office.Further, please note that the said documents will be available for examination by the shareholders of the Company at its Registered Office during business hours. Annual Report 2014-2015 The Company does not have any material subsidiary as defined under Clause 49 of the Listing Agreement. However, the Company has formulated a policy for determining Material Subsidiaries in terms of Clause 49 of the Listing Agreement and the same is available on the website of the Company at www.nouveauglobal.com During the year under review, no Company has become or ceased to be a subsidiary of the Company. The Company does not have any associate or joint venture Companies. A statement containing the salient features of the financial position of the subsidiary companies in Form AOC-1 is annexed as Annexure A. 6. DIRECTORS In terms of Section 149 of the Act, the Members, at their meeting held on September 30, 2014,appointed the following as Independent Directors of the Company: • Mr. Manoj Bhatia (w.e.f. 30.09.2014) • Mr. Narendra Gupta (w.e.f. 30.09.2014) • Mr. Omprakash Bajaj (w.e.f. 30.09.2014) • Mr. Naushad Mohd. Sayeed Bhramer (w.e.f. 30.09.2014) In accordance with the provisions of Section 152 of the Act and in terms of Articles of Association of the Company, Mr. Mohit Khadaria, Director of the Company, retires by rotation , at the forthcoming Annual General Meeting (AGM) and, being eligible, offers himself for re appointment. During the year under review, Mr. Naushad Mohd. Sayeed Bhramer resigned as an Independent Director of the Company w.e.f. November 1, 2014.The Board has placed on record its deep appreciation for the valuable contribution made by him during his tenure of office. Pursuant to Sections 149 and 161 of the Companies Act, 2013 and in terms of Clause 49 of the Listing Agreement, the Board of Directors had at its meeting held on March 30, 2015, appointed Mrs. Asha Khadaria as an Additional Director of the Company w.e.f March 30, 2015. The requisite resolution for approval of her appointment as Director is being proposed in the notice of the ensuing AGM for the approval of the members. The Company has received declarations from all the Independent Directors of the Company, confirming that they meet with the criteria of independence as prescribed both under subsection (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. None of the Directors are disqualified from being appointed as Directors as specified in section 164 of Companies Act, 2013. 7. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Clause 49 of the Listing Agreement entered into with the Stock Exchange. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management. During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company. 8. KEY MANAGERIAL PERSONNEL During the year under review, in terms of Section 203 of the Act, your Company appointed Mr. Naresh Kedia as Chief Financial Officer on September 17, 2014 as Key Managerial Personnel. 9. MEETINGS OF THE BOARD During the year under review, 9 meetings of the Board of Directors were held. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report. 10. COMMITTEES OF THE BOARD The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following substantive Committees constituted by the Board function according to their respective roles and defined scope: • Audit Committee • Nomination and Remuneration Committee • Stakeholders Relationship Committee • Risk Management Committee Details of composition, terms of reference, number of meetings held for respective committees and details of the familiarisation programmes for Independent Directors are given in the Report on Corporate Governance. 11. MANAGEMENT DISCUSSION AND ANALYSIS Pursuant to the requirement of the clause 49 of Listing Agreement with Stock Exchange in India,the Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report marked asAnnexure B. 12. CORPORATE GOVERNANCE: Your Company has always endeavoured to adhere to high standards of Corporate Governance and ensured its compliance both in spirit and law. As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report. 13. STATUTORY AUDITORS & AUDITORS' REPORT M/s. CPM & Associates, Chartered Accountants (Firm Registration No. 114923W), Statutory Auditors of your Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment as Statutory Auditors for the financial year 2015-16. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. CPM & Associates that their appointment, if made, would be in conformity with the limit specified under Section 141(3) (g) of the Companies Act, 2013. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification,reservation or adverse remark 14. SECRETARIAL AUDITORS & AUDITORS' REPORT Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Mr. Shiv Hari Jalan, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the year ended March 31, 2015. Pursuant to Clause 47 (c) of the Listing Agreement with the Stock Exchanges,certificates have been issued on a half-yearly basis, by a Company Secretary in practice. Annual Report 2014-2015 A Company Secretary in practice carries out a quarterly Reconciliation of Share Capital Audit, to reconcile the total admitted capital withNational Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) and the total issued and listed capital. The audit confirms that the total issued/ paid-up capital is in agreement with the aggregate of the total number of shares in physical form and the total number of shares in dematerialized form (held with NSDL and CDSL). The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure C to this Report. Certain observations made in the report were mainly due to ambiguity and uncertainty of the applicability of the same for the relevant period. However, the company would ensure in future that all the provisions are complied to the fullest extent. 15. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirement under section 134(3) (c) of the Companies Act, 2013, your Directors to the best of their knowledge and belief and according to the information and explanations obtained by them, hereby confirm: a) That in the preparation of the annual financial statements for the year ended March 31, 2015,the applicable Accounting Standards had been followed along with proper explanation relating to material departures. b) That Appropriate accounting policies have been s elected and applied consistently and have made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit and loss of the Company for the year ended March 31, 2015; c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. 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 the company and that such internal financial controls are adequate and were operating effectively. f) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 16. EXTRACT OF ANNUAL RETURN An extract of Annual Return in Form MGT-9 as on March 31, 2015 is attached as Annexure-D to this Report. 17. DEPOSITS In terms of the provisions of Sections 73 of the Act read with the relevant Rules of the Act, the Company had no opening or closing balances and also has not accepted any fixed deposits during the year under review and as such, no amount of principal or interest was outstanding as on March 31, 2015. 18. RELATED PARTY TRANSACTIONS In all related party transactions that were entered into during the financial year, an endeavour was made consistently that they were on an arm's length basis and were in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 ('the Act') and the Listing Agreement. However, the material related party transactions are accorded for shareholders approval in the ensuing Annual General Meeting. All Related Party 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 the upper ceiling as to amount for the transactions which are of foreseen and repetitive nature. The details of all such related party transactions entered into pursuant to the omnibus approval of the Committee are placed before the Audit Committee on a quarterly basis for its review. The Company has adopted a Policy on Related Party Transactions. The Policy, as approved by the Board, is uploaded on the Company's website at the web link: www.nouveauglobal.com The details of the transactions with Related Parties are provided in the accompanying financial statements. Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm's length basis, Form AOC-2 is not applicable to the Company. 19. DIRECTORS' APPOINTMENT AND REMUNERATION POLICY T he Remuneration policy of the Company comprising the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters has been disclosed in the Corporate Governance Report which forms part of this Report. 20. CODE OF CONDUCT FOR BOARD AND S ENIOR MANAGERIAL PERSONNEL The Board has laid down separate Codes of Conduct for Non-Executive Directors and Senior Management personnel of the Company and the same are posted on the Company's website www.nouveauglobal.com. All Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct. The Managing Director has also confirmed and certified the same. The certification is enclosed at the end of the Report on Corporate Governance. 21. GUIDELINES ON INSIDER TRADING Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures ("Code"), as approved by the Board from time to time, are in force by the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of the Company at the time when there is unpublished price sensitive information. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code. The details of the Code adopted by the Company forms a part of Corporate Governance Report annexed to this Report. 22. VIGIL MECHANISM / WHISTLE BLOWER POLICY Pursuant to Section 177(9) of the Act, the Company has established a Vigil Mechanism Annual Report 2014-2015 that enables the Directors and Employees to report to the management, instances of unethical behaviour, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy. The Vigil Mechanism provides for: a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. Details of the Vigil Mechanism policy/Whistle Blower Policy is explained in the Corporate Governance Report and is made available on the Company's website www.nouveauglobal.com 23. PREVENTION OF SEXUAL HARASSMENT POLICY T he Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment/Anti Sexual Harassment policy at the Workplace in line with the requirements of the Sexual Harassment of Women at the Work place ( 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 and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, to inquire into complaints of sexual harassment and recommend appropriate action. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2014-2015, no complaints were received by the Company related to sexual harassment. 24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS The details of loans and Investments covered under section 186 of the Companies Act, 2013 made by your Company during the year under review are given in the Notes on financial statement referred to in the Auditors' Report. 25. CONSERVATION OF ENERGY , TECHNOLOGY ABSORPTION Since the Company is neither engaged in any manufacturing activity nor the Company has any manufacturing unit, therefore there prescribed particulars with regards to compliance of rules 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. 26. FOREIGN EXCHANGE EARNINGS AND OUTGO : During the period under review there was no foreign exchange earnings or out flow. 27. PERFORMANCE EVALUATION OF THE BOARD Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Independent Directors at their meeting without the participation of the Non-independent Directors and Management, considered/evaluated the performance of the board as a whole and Non-independent Directors. The Board subsequently evaluated its own performance, the working of its Committees (Audit, Nomination and Remuneration and Stakeholders Relationship Committee) and Independent Directors (without participation of the relevant Director). The criteria for performance evaluation have been detailed in the Corporate Governance Report which is annexed and forms part to this Report. 28. PARTICULARS OF EMPLOYEES Statement pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company since during the period under review there were no employees who were in receipt of the remuneration beyond the limits prescribed under Section 197 of the Act. 29. RISK MANAGEMENT The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. As per the policy requirement Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The details of the Committee are provided in the Corporate Governance Report annexed to this Report. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness . The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. 30. GENERAL Your Directors state that no disclosure or reporting is required in respect of the following 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 or Tribunals which impact the going concern status and Company's operations in future iv) No change in nature of business. v) The Company confirms that it has paid the annual listing fees for the year 2015-16 to Bombay Stock Exchange. vi) There were no material changes and commitments affecting the financial position of the Company between the end of financial year and the date of the Report. 31. ACKNOWLEDGMENT Your Directors express deep sense of appreciation to the members, investors, bankers, service providers, customers, and other business constituents for their continued faith, abundant assistance and cooperation extended to the Company. Your Directors would like to make a special mention of the support extended by the various Departments of Government of India, the State Governments, particularly, the Tax Authorities, the Ministry of Commerce, Ministry of Corporate Affairs, Securities and Exchange Board of India and others and look forward to their continued support in all future endeavours. Your Directors also sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels thereby contributing largely to the growth and success of the Company. By and on behalf of the Board For Nouveau Global Ventures Limited Sd/-Krishan Khadaria ManagingDirector DIN :00219096 Sd/-Manoj Bhatia Director DIN :01953191 Date : August 14, 2015 Place : Mumbai |