To,
The Members,
Nouveau Global Ventures Limited
Your Directors are presenting herewith the Thirty Forth Annual Report together
with the Audited Financial statements for the Financial Year ended 31st March,
2022.
1. FINANCIAL SUMMARY/HIGHLIGHTS OF THE COMPANY
(Rs. in Lakhs)
| Particulars |
Standalone |
Consolidation |
|
2021-22 |
2020-21 |
2021-22* |
2020-21 |
| Profit/(Loss)before interest, depreciation, tax and Extra Ordinary Items |
6.69 |
(169.75) |
0 |
(35.56) |
| Depreciation / amortization |
3.03 |
9.79 |
0 |
8.06 |
| Profit/ (Loss) before interest, tax and Extra Ordinary Items |
3.66 |
(179.54) |
0 |
(43.62) |
| Finance Costs |
13.93 |
16.27 |
0 |
14.47 |
| Profit/ (Loss) before tax and Extra Ordinary Items |
(10.27) |
(195.81) |
0 |
(58.09) |
| Less: Provision for taxes on income |
|
|
|
|
| - Current tax |
0 |
0.92 |
0 |
0.92 |
| - MAT Credit Entitlement |
|
|
|
|
| -Deferred tax liability / (asset) |
0.59 |
2.74 |
0 |
0.00 |
| Profit/(Loss) after tax before ExtraOrdinary Items |
(10.86) |
(199.46) |
0 |
(59.01) |
| Extra Ordinary Items (Net of Tax) |
- |
- |
|
|
| Profit/ (Loss) for the year |
(10.86) |
(199.46) |
0 |
(59.01) |
| Add/(Less): Other Comprehensive Income /(Loss) |
33.40 |
522.81 |
0 |
16.81 |
| Total Comprehensive Income / (Expenses) for the year |
22.55 |
323.35 |
0 |
(42.20) |
*On 25th January, 2021, the Company has disinvested its holding in M/s.
Nouveau Shares & Securities Limited, the Wholly-owned Subsidiary Company (WOS). Hence,
as on 31st March 2022, the Company was not required to consolidate its
financial statements.
2. PERFORMANCE OF THE COMPANY
The Company have four reportable business segments i.e. Multimedia, Financial
Consultancy, Dealing in Securities and Trading Division.
Your Directors report that during the year, Company has incurred loss of Rs.10.86Lakhs
which has been decreased from the previous year loss of Rs.199.46Lakhs, which is showing a
reviving yet struggling phase to incur profit in the near future. The Companys turnover
is increased during the current year and recorded a positive growth of Rs. 287.36 Lakhs
which has improved as compared to the previous year turnover of Rs. (56.04)Lakhs. In an
ongoing deteriorated market condition due to the ongoing COVID-19 pandemic (Novel
Coronavirus) and prevailing economic scenario, the Company is struggling to make a
positive stand in the market.
Barring such unforeseen circumstances, the directors of your company are striving for
better performance by the Company in the years to come so as to restore the financial
position of the Company.
3. CHANGE IN NATURE OF BUSINESS
During the year, there was no change in the nature of business activities of the
Company.
4. DIVIDEND & RESERVES
Yours Directors do not recommend any dividend for the year ended 31stMarch,
2022, due to the loss 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, 2022 is Rs.18, 55, 30,000/- (Rs.
Eighteen Crores Fifty Five Lakhs Thirty Thousand only). At the Extraordinary General
Meeting of the Company held on 21st February, 2022,the Company has considered
and approved sub-division of equity shares of the Company from face value of Rs. 10/- each
into equity shares of face value of Re. 1/- each. Accordingly, w.e.f. 08thMarch,
2022 (the record date), the face value of the equity share capital of the Company has been
subdivided to Re.1/- per share. 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.
6. DIRECTORS
Appointment of Director
On 13th October, 2021, Mr. Naipal Singh was appointed as an Additional
Non-executive Director in Independent Category on the Board who shall hold office up to
the date of the next annual general meeting.
Cessation of Directors during the year
During the year under review, on 16th November, 2021, Mr. Naipal Singh has
resigned from the Board who was appointed as an Additional Non-executive Director in
Independent Category at the Board Meeting of the Company held on 13th October,
2021. Except Mr. Naipal, no Director have stepped down from the Board of the Company.
Director retiring by rotation
In accordance with the provisions of the Companies Act, 2013, Mr. Mohit Khadaria,
Director of the Company, who retires by rotation at the ensuing AGM and being eligible
have offered himself for re-appointment. The Board recommends his re-appointment.
Information regarding the directors seeking re-appointment
The Resume/ Profile and other information regarding Mr. Mohit Khadaria, Director,
seeking re-appointment as required by the Regulation 36 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 & SS-2 of ICSI have been given in the
Notice convening the 34th AGM of the Company.
Declaration by Independent Directors
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 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 for
the time being in force) in respect of the financial year ended 31stMarch,
2022. In the opinion of the Board, the Independent Directors fulfil the said conditions of
independence.
In terms of requirements of the Listing Regulations, the Board has identified core
skills, expertise and competencies of the Directors in the context of the Companys
businesses for effective functioning, which are detailed in the Corporate Governance
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 provision
relating to inclusion of names of Independent Directors in the Data Bank maintained by
Indian Institute of Corporate Affairs (IICA). All Independent Directors of your Company
are registered with IICA. In the opinion of the Board, the independent directors possess
the requisite integrity, experience, expertise, proficiency and qualifications.
The Company have also received a declaration from all the Independent Directors under
Rule 6 sub-rule (3) of The Companies (Appointment and Qualifications of Directors) Rules,
2014, regarding inclusion of their name in Data Bank of Independent Director maintained by
the Indian Institute of Corporate Affairs at Manesar.
The terms and conditions of appointment of the Independent Directors are placed on the
website of the Company http://www.nouveauglobal.com/investors.html .
The Company has also disclosed the Directors familiarization programme on its website
http://www.nouveauglobal.com/investors.html.
During the year, the Non-Executive Directors of the Company had no pecuniary
relationship or transactions with the Company.
The Board is of the opinion that the Independent Directors of the Company possess
requisite qualifications, experience and expertise and they hold highest standards of
integrity and skills as stated above.
During the year under review, except the appointment and resignation of Mr. Naipal
Singh, there has been no change made in the composition of Board of Directors and their
Committees.
7. KEY MANAGERIAL PERSONNEL
Key Managerial Personnels (KMPs) of the Company under Section 203 of the Companies
Act, 2013 as on 31stMarch, 2022, are as follows:
| Sr. Name No. |
Designation |
| 1 Mr. KrishanKhadaria |
Managing Director |
| 2 Mr. Rajesh Agrawal |
Chief Financial Officer |
| 3 Ms.Khushboo Gupta |
Company Secretary |
8. MEETINGS OF THE BOARD
During the year under review, the Board met 9 (nine) times. For details of the meetings
of the board and its composition, please refer to the Corporate Governance Report, which
forms part of this Annual Report. The intervening gap between the Meetings was within the
period prescribed under the Companies Act, 2013,the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (subject to relaxation provided by MCA21 and
SEBI through there Circulars) and Secretarial Standards on Meeting of the Board of
Directors as issued by The Institute of Company Secretaries of India.
9. COMMITTEES OF THE BOARD
In accordance with the applicable provisions of Companies Act, 2013 & SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 the Board has constituted the
following Committees:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee
The details with respect to the composition, powers, roles, terms of reference, number
of meetings held, attendance at the meetings etc. of statutory committees are given in
detail 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 Boardof Directors, to the
best of their knowledge and ability, confirm:
a) That in the preparation of the annual financial statements for the year ended 31
stMarch, 2022, the applicable Accounting Standards had been followed along with
proper explanation relating to material departures;
b) That for the financial year ended 31stMarch 31, 2022, such accounting
policies as mentioned in the Notes to the financial statements have been applied
consistently and judgments and estimates that are reasonable and prudent have been made so
as to give a true and fair view of the state of affairs of the Company as at 31stMarch,
2022 and of the lossof the Company for the year ended 31stMarch, 2022;
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 proper systems have been devised to ensure compliance with the provisions
of all applicable laws were in place and that such systems were adequate and operating
effectively.
11. SUBSIDIARIES/JOINT VENTURES/ ASSOCIATE COMPANIES
As the Company disinvested its entire equity holding in M/s. Nouveau Shares and
Securities Limited (NSSL), wholly owned Subsidiary Company w.e.f. 25 th
January, 2021, thus, it ceased to be its subsidiary and consequently disclosure regarding
the same is no more required.
During the year under review, the Company didnt have any Joint Ventures/ Associate
Companies.
12. COMPLIANCE WITH SECRETARIAL STANDARDS
The Institute of Company Secretaries of India, a statutory body, has issued Secretarial
Standards (SS) on various aspects of corporate law and practices. The Company has complied
with the SS -1 on Board Meetings and SS - 2 on General Meetings.
13. CONSOLIDATED FINANCIAL STATEMENTS
As the Company disinvested its entire equity holding in M/s. Nouveau Shares and
Securities Limited (NSSL), wholly owned Subsidiary Company w.e.f. 25 th
January, 2021, thus, it ceased to be its subsidiary and consequently the requirement of
consolidation of accounts didnt arise for the financial year ended 31st March,
2022.
14. DEPOSITS
During the year under review, the Company has not accepted any deposit within the
meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules,2014(including any statutory modification(s) or
re-enactment(s) thereof for the time being in force).
15. ANNUAL RETURN
Pursuant to the provisions of Section 92(3) and 134(3)(a) of the Companies Act, 2013
and amendments thereof and in compliance of the Companies (Amendment) Act, 2017, effective
August 28, 2020, the draft Annual Return for the financial year 2021-22 in prescribed form
MGT-7 is placed on the website of the Company at the following link:
http://www.nouveauglobal.com/investors.html .
This Annual Return is subject to such changes / alterations / modifications as may be
required to carry out subsequent to the adoption of the Directors Report by the
Shareholders at the 34th Annual General Meeting and receipt of Certificate from
Practising Company Secretary (PCS) which the Shareholders agree and empower the Board /
Company and the copy of the final Annual Return as may be filed with the Ministry of
Corporate Affairs would be furnished on the website of the Company.
16. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report on the operations of the Company, as
required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 is provided in a separate section marked as "Annexure I" and forms
an integral part of this Report.
17. STATUTORY AUDITORS & AUDITORS REPORT
The Companys Auditors, M/s. Sunil Vankawala and Associates, Chartered Accountants
(Registration No.110616W), who were appointed with members approval as Statutory
Auditors of the Company at 29th Annual General Meeting (AGM) for the period of
5 years, will complete their present term on the conclusion of the ensuing 34th
AGM of the Company.
The Board of Directors of the Company ("the Board"), at its meeting held on
05th September, 2022 has considered the experience and expertise and on the recommendation
of the Audit Committee, proposed to the Members of the Company appointment of M/s. R. A.
Kuvadia & Co., Chartered Accountants (Registration No. 105487W) as Statutory Auditors
of the Company in place of the Retiring Auditors, for a term of 5 (five) consecutive years
from the conclusion of this 34th Annual General Meeting (AGM) until the conclusion of the
39th AGM to be held in the year 2027, at such remuneration as may be mutually agreed
between the Board of Directors/ Audit Committee of the company in consultation with the
Statutory Auditors.The Auditors have confirmed that they are not disqualified from
appointing and continuing asAuditors of the Company.
The Independent Auditors Report does not contain any qualification, reservation,
adverse remark or disclaimer.
The Notes on financial statement referred to in the Auditors Report are
self-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 has
appointed M/s. Ritika Agrawal & Associates, Company Secretaries as Secretarial
Auditor to conduct the Secretarial Audit of the Company for the financial year 2021-22.
The was no observations made by the Secretarial Auditor in the Secretarial Audit Report
for the financial year ended 31stMarch, 2022
The Secretarial Audit Report for the financial year ended 31stMarch, 2022 is
annexed herewith as ANNEXURE II.
19. CORPORATE GOVERNANCE
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements)Regulations, 2015, a separate report on corporate governance
practices followed by the Company is annexed to this Report as ANNEXURE III,
together with a certificate from the Companys Auditors confirming compliance forms an
integral part of this Report.
20. PERFORMANCE EVALUATION OF THE BOARD
Pursuant to applicable provisions of the Companies Act, 2013and the Listing
Regulations, the Board, in consultation with its Nomination & Remuneration Committee,
has formulated a framework containing, inter- alia, the process, attributes and criteria
for performance evaluation of the entire Board of the Company, its Committees and
individual Directors, including Independent Directors. The framework is monitored,
reviewed and updated by the Board, in consultation with the Nomination and Remuneration
Committee, based on need and new compliance requirements.
Accordingly, the annual performance evaluation of the Board, its Committees and each
Director was conducted based on the criteria and framework adopted by Nomination
&Remuneration Committee for the financial year 2021-22 by way of oral evaluation
through personal interaction, the details of which are provided in the Corporate
Governance Report.
The Independent Directors had met separately during the year without the presence of
Non-Independent Directors and the Members of Management and discussed, inter-alia, the
performance of Non-Independent Directors and Board as a whole.
The Nomination and Remuneration Committee has also carried out evaluation of every
Directors performance. The performance evaluation of all the Independent Directors have
been done by the entire Board, excluding the Director being evaluated. On the basis of
performance evaluation done by the Board, it determines whether to extend or continue
their 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 and
Remuneration of Managerial Personnel) Rules, 2014, is not given as no employee, employed
throughout the financial year 202122, was in receipt of the remuneration of Rs. 102 Lakhs
or more and no employee, employed for the part of the financial year 2021-22 was in
receipt of remuneration of Rs. 8.50 Lakhs or more per month. However, as per first proviso
to Section 136(1) of the Act and second proviso of Rule 5(2) of the Rules, the Report and
Financial Statements are being sent to the Members of the Company excluding the statement
of particulars of employees under Rule 5(2) and 5(3) of the Rules. Any Member interested
in obtaining a copy of the said statement may write to the Company Secretary at the
Registered Office of the Company.
The statement of Disclosure of Remuneration under Section 197(12) of the Act read with
the Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 ("Rules") is mentioned below.
Statement of Disclosure of Remuneration under Section 197 of Companies Act, 2013 and
Rule 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 the
employees for the FY 2021-22 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) |
6,00,000/-** |
1 times |
#Median Remuneration of Employee during the financialyear 2021-22: Rs. 6,00,000 p.a.
*Except for Mr. Krishan Khadaria, no other Director received remuneration during the
financialyear 2021-22.
b) Percentage increase in remuneration of each Director, CFO and Company secretary, in
the financial year 2021-22:
| Name |
Designation |
Percentage increase in remuneration |
| *Mr. Krishan Khadaria |
Managing Director |
77.5 |
| Mr. Rajesh Agrawal |
Chief Financial Officer |
28.44 |
| Mrs. Khushboo Gupta |
Company Secretary |
61.47 |
Note: Mr. Naresh Kedia resigned on 30th November, 2020. Therefore, he didnt considered
in current year calculation.
c) The percentage increase in the median remuneration of employees in the Financial
Year 2021-22: 161.44%
d) There were 5 (Five) permanent employees on the rolls of Company during the year.
e) Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration: Average
increase in remuneration of employees other than managerial remuneration is 60.48%.There
are no other exceptional circumstances for increase in the remuneration of key managerial
personnel and increase in remuneration has been in accordance with the Companys policies.
f) The other details pertaining to the remuneration of the KMPs have been provided in
the Annual Return for the F.Y ended 31st March, 2022, available at Companys
website at www.nouveauglobal.com
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 financial
year 2021-22, were in ordinary course of business and on arms length basis. 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 and the same is placed
on the Companys website at the web link: http://www.nouveauglobal.com/investors.html.
During the year, the Company had not entered into any contract or arrangement with
related parties which could be considered material according to the policy of the
Company on materiality of Related Party Transactions. As, such material related party
transaction is not considered as material pursuant to the provisions of Companies Act,
2013 and all other transaction entered during the year with related parties were in
ordinary course of business and on arms length basis. 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 Financial
Statements forming part of this Annual Report.
23. CORPORATE SOCIAL RESPONSIBILITIES INITIATIVES
The criteria prescribed under Section 135 of the Act with respect to constituting CSR
committee, adopting CSR policy and spending amount on CSR activities in accordance with
the 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 read
with the Companies (Meetings of Board and its Powers) Rules, 2014, for the financial year
2021-22 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 ARE
REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditors, Internal Auditor or Secretarial Auditor of the Company have not
reported any frauds to the Audit Committee or to the Board of Directors under Section
143(12) of the Companies Act, 2013 including rules made thereunder.
27. NOMINATION & REMUNERATION POLICY
The Company has formulated and adopted the Nomination & Remuneration Policy in
compliance with section 178(3) of the Companies Act, 2013 read along with the applicable
rules thereto and Part D of Schedule II of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The objective of this policy is to ensure:
• Remuneration is reasonable and sufficient to attract, retain and motivate the
excellence to run Company successfully.
• Suitable selection and appointment criteria of Directors, KMPs and other Senior
Executives including criteria for determining qualifications, positive attributes,
independence of a Director and other related matters.
• Formulation of criteria for evaluation of performance of Independent Directors
and the Board of Directors.
This policy is being governed by the Nomination & Remuneration Committee. The
Policy is available on the website of the
Companyhttp://www.nouveauglobal.com/investors.html.
28. COST RECORDS AND COST AUDIT
Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the
business activities carried out by the Company.
29. PREVENTION OF SEXUAL HARASSMENT POLICY
The Company 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 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 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.
During the year under review, no complaints were received by the Company related to sexual
harassment.
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 internal committee
("IC") at each office or branch, of an organization employing 10 or more
employees, to hear and redress grievances pertaining to sexual harassment. As the number
of employees working in the Company is less than 10, the requirement to form an Internal
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 of
the Company during their meetings held to consider the financial results and such other
matters placed before the Audit Committee as per the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 from time to time. During the
year the Board has considered all the recommendations made by the Audit Committee and has
carried on the recommendations suggested by the Committee to its satisfaction. Thus, there
are 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 loss,
unauthorized use or disposition of its assets. All the transactions are properly
authorized, recorded and reported to the Management. Internal Audit is carried out in a
programmed way and follow up actions were taken for all audit observations. Your Companys
Statutory Auditors have, in their report, confirmed the adequacy of the internal control
procedures.
33. LISTING
The shares of your Company continued to be listed at BSE Limited. The Annual Listing
fees for the FY 2021-22 have been paid to the stock Exchange, i.e., BSE limited.
34. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism called "Whistle Blower Policy" with a view
to pr ovide a mechanism for Directors and employees of the Company to raise concerns of
any violations of any legal or regulatory requirement, incorrect or misrepresentation of
any financial statement and reports etc. The Policy provides adequate safeguards against
victimization of Director(s)/ employee(s) and direct access to the Chairman of the Audit
Committee in exceptional cases.
No Director/ employee have been denied access to the Chairman of the Audit Committee
and that no complaints were received during the year. The details of the Policy have been
posted on the Companys website www.nouveauglobal.com.
35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS/OUT-GO
Since the Company is neither engaged in any manufacturing activity nor the Company has
any manufacturing unit, therefore the 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.
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 the
Company, between the end of the financial year i.e. 31stMarch, 2022, and the
date of this Report.
37. RISK MANAGEMENT
The Board of Directors of the Company has made a Risk Management Policy which require
them to aware the shareholders of Company regarding development and implementation of risk
management plan for the Company, including identification therein of elements of risks, if
any, which in their opinion might threaten the existence of the Company, the management
plan to mitigate the same and ensuring its effectiveness. The Audit Committee has
additional oversight in the area of financial risks and controls. The major risks
identified by the businesses and functions are systematically addressed through mitigating
actions on a continuing basis. The details of the Policy have been posted on the Companys
website www.nouveauglobal.com.
38. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
During the financial year 2021-22, there was no significant and material orders passed
by the regulators or courts or tribunals impacting the going concern status and companys
operations in future. The Company has complied with all the requirement of regulatory
authorities.
39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR
During the year under review, there was no application made before National Company Law
Tribunal for initiation of insolvency proceeding against the Company nor any proceeding
were pending under the insolvency and bankruptcy code, 2016 (31 of 2016).
40. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the year, the requirement of this clause was not applicable.
41. GREEN INITIATIVES
The Company supports and pursues the Green Initiative of the Ministry of Corporate
Affairs, Government of India. Owing to the ongoing pandemic of COVID-19, your Company has
effected electronic delivery of Notice of Annual General Meeting and Annual Report to the
Members whose e-mail IDs were registered with the Company/ Depository Participants. The
facility of registering email id with Company to the shareholders, whose email-Id is not
registered with the Company, was also provided. The Companies Act, 2013 and the underlying
rules as well as Regulation 36 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, permit the dissemination 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 prevailing
situation, owing to the difficulties involved in dispatching of physical copies of the
Notice of the 34th AGM and the Annual Report for the financial year 2021-22,
are being sent only by email to the Members. Members may note that this Notice and Annual
Report 2021-22will be available on the Companys website www.nouveauglobal.com, websites
of the Stock Exchanges i.e. BSE Limited at www.bseindia.com.
Your Directors are thankful to the Members for actively participating in the Green
Initiative and seek your continued support for implementation of the green initiative.
42. 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) The Company does not have any scheme or provision of money for the purchase of its
own shares by employees/ Directorsor by trustees for the benefit of employees/ Directors
iii) Issue of shares (including sweat equity shares) to employees of the Company.
43. ACKNOWLEDGEMENT
The Board of Directors wish to place on record its deep sense of appreciation for the
committed services by all the employees of the Company. The Board of Directors would also
like to express their sincere appreciation for the assistance and co-operation received
from 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 during the year under review and look forward to
their 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, 2022 |
Managing Director |
Director |
| Place: Mumbai |
DIN:00219096 |
DIN:01953191 |
| Registered Office: |
|
|
| 401/A, Pearl Arcade, Opp. P. K. Jewellers, |
|
|
| DautBaug Lane, Off J. P. Road, |
|
|
| Andheri (West), Mumbai - 400 058 |
|
|
+91-9892691696
