Nouveau Global Ventures Ltd Directors Report.

TO,

THE MEMBERS,

NOUVEAU GLOBAL VENTURES LIMITED

Your Directors are presenting herewith the Thirty Second Annual Report together with the Audited Financial statements for the Financial Year ended 31st March, 2020.

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, Financial Consultancy, Dealing in Securities and Trading Division.

Your Directors report that during the year, Company has incurred loss of Rs. 254.83 Lakhs which has been increased from the previous year loss of Rs. 5.55 Lakhs, which is showing a struggling phase to incur profit in the near future. The Companys turnover showed a negative growth of Rs. 103.54 Lakhs as compared to the previous year turnover of Rs. 372.76 Lakhs. In an ongoing deteriorated market condition due to global pandemic of COVID-19 (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. 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 India declared lockdown on 25th March, 2020 and the Company suspended the operations in all ongoing projects of the Company in compliance with the lockdown instructions issued by the Central and State Governments. COVID-19 has impacted the normal business operations of the Company like others during the lock-down period.

The Company has assessed the possible effects that may result from the pandemic relating to COVID-19 on the carrying amounts of Receivables, Inventories, Investments and other assets / liabilities. In developing the assumptions relating to the possible future uncertainties in the global economic conditions because of this pandemic, the Company, as at the date of approval of these financial results has used internal and external sources of 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 the Company will adhere to the same as it resumes its activities. The Company will continue to monitor developments in future periods.

5. DIVIDEND & RESERVES

Yours Directors do not recommend any dividend for the year ended 31st March, 2020, due to the losses incurred during the year and further no amount was transferred to Reserves.

6. SHARE CAPITAL

The paid-up Equity Share Capital as on March 31, 2020 is Rs.18, 55, 30,000/- (Rs. Eighteen Crores Fifty Five Lakhs 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.

7. DIRECTORS

Cessation of Directors during the year

During the year under review, 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, Ms. Asha Khadaria, Director of the Company, who retires by rotation at the ensuing AGM and being eligible have 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, 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 32nd AGM of the Company.

During the year under review, the Board of Directors on recommendation of the Nomination and Remuneration Committee re-appointed Mr. Manoj Ganeshdas Bhatia (DIN: 01953191) and Mr. Narendra Ramkishor Gupta (DIN: 00418421) as an Independent Directors with effect from 30th September, 2019 up to 29th September, 2024, to hold office for a second term of 5 (five) consecutive years.

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 31st March, 2020. 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 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.

During the year under review, there has been no change made in the composition of Board of Directors and their Committees.

8. KEY MANAGERIAL PERSONNEL

On April 23, 2019 Mrs. Disha Bhatia tendered her resignation from the post of Company Secretary & Compliance Office and Board at its meeting held on April 23, 2019 appointed Ms. Khushboo Gupta as Company Secretary & Compliance Officer of the Company w.e.f. April 23, 2019. Key Managerial Personnels (KMPs) of the Company under Section 203 of 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 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 and Secretarial Standards on Meeting of the Board of Directors as issued by The Institute of Company Secretaries of India.

10.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.

11.DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act the Board of Directors, to the best of their knowledge and ability, confirm:

a) That in the preparation of the annual financial statements for the year ended 31st March, 2020, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b) That for the financial year ended 31st March 31, 2020, 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 31st March, 2020 and of the profit and loss of the Company for the year ended 31st March, 2020;

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.

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 the Company which is a closely held Public Ltd. Company, incorporated in October 1994. NSSL is engaged into the core business of Share Broking. Barring unforeseen market conditions and domino effect in the entire commodities market at UAE, the Company continued to incur losses during the year under consideration. During the year under review, NSSL has covered under the category of material subsidiary. Accordingly, pursuant to Regulation 24A read with SEBI Circular No. CIR/CFD/CMD 1/27/2019 dated 08th February, 2019, the Secretarial Audit is applicable on it for the financial year 2019-20. Ms. Rishika Agarwal, Company Secretary, has been appointed as the Secretarial Auditor of NSSL for the F.Y 2019-20 for conducting Secretarial Audit of NSSL and issuing Secretarial Audit Report thereon. For the financial year ended on 31st March, 2020, the issued, subscribed & paid-up Share Capital of the Company stood at Rs. 1, 25, 50,000/- (Rs. One Crore Twenty Five Lakhs Fifty Thousand only) comprising of 12, 55,000 (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 the Companys website www.nouveauglobal.com . No other material change has been occurred in the 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 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.

14. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements for the year ended 31st March, 2020, which have been prepared by the Company in accordance with the applicable provisions of the Act and the applicable Indian Accounting Standards (Ind AS), forms an integral part of this 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 financial statements of Subsidiaries/Associate Companies/Joint Ventures is given in Form AOC-1 and forms an integral part of this Report as ANNEXURE I.

15. 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).

16. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9, as required under 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 the website of the Company at www.nouveauglobal.com.

17. 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 III" and forms an 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 the Annual General Meeting held on 26th September, 2017 till the conclusion of the 34th AGM. In accordance with the Section 40 of the Companies (Amendment) Act, 2017, the appointment 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 34th AGM. The Auditors have confirmed that they are not disqualified from continuing as Auditors 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 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.

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 has appointed Mr. Shivhari Jalan, a Practicing Company Secretary to conduct the Secretarial Audit of the Company for the financial year 2019-20.

The Secretarial Audit Report for the financial year ended 31st March, 2020 is annexed herewith as ANNEXURE IV.

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

Observation no.1:

The Company has submitted Annual Report to BSE Limited with delay of 7 days.

Response:

The Annual Report for the year ended 31st March, 2019 has been submitted by the Company to the Stock Exchange, i.e., BSE Ltd. on 16th September, 2019, one week after the due date provided under Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. This lapse has been done by the Company through an Oversight. However, once this error was brought to the notice of the Company on 16th September, 2019, the Company has submitted the Annual Report on 16th September, 2019 itself. Hence this omission of Annual Report was purely an oversight. Although, in this respect, the Company made a Representation for late submission of Annual Report for the year ended March, 2019 to BSE Ltd. within the given time period provided by BSE Ltd, in result of which the fine of Rs. 16,520/- as levied by BSE Ltd. for late submission of Annual Report for 2018-19 has been withdrawn by BSE Ltd.

Observation no.2:

The company has not charged interest on loan given to its subsidiary and one other party pursuant to provision of section 186 (7) of the Companies Act, 2013.

Response:

As the Wholly owned Subsidiary Company, namely, Nouveau Shares and Securities Limited is not performing well from past few years and have also not incurred any revenue during financial year 2019-20, therefore your Board of Directors have not charged any interest on loan 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 and Disclosure Requirements) Regulations, 2015, a separate report on corporate governance practices followed by the Company is annexed to this Report as ANNEXURE V, together with a certificate from the Companys Auditors confirming compliance forms an integral part of this Report.

21. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to applicable provisions of the Companies Act, 2013 and 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 2019-20 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.

22. 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 2019-20, was in receipt of the remuneration of Rs. 102 Lakhs or more and no employee, employed for the part of the financial year 2019-20 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 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) 10,50,000/-** 1.9383 times

#Median Remuneration of Employee during the financial year 2019-20: Rs. 4,93,823.5 p.a.

*Except for Mr. Krishan Khadaria, no other Director received remuneration during the financial year 2019-20.

* W.e.f. 1st January, 2020, the remuneration of Mr. Krishan Khadaria has decreased to Rs. 50,000/- p.m from Rs. 1,00,000/- p.m.

b) Percentage increase in remuneration of each Director, CFO and Company secretary, in the 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 the financial year 2019-20.

c) The percentage increase in the median remuneration of employees in the Financial Year 2019-20: 20.24%

d) There were 7(Seven) permanent employees on the rolls of Company as on March 31, 2020;

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:

The average percentage increase in the financial year 2019-20 in the salaries of employees other than Managerial Personnel was 68.74%. For computing average percentage increase in the salaries of the employees, the employees who have worked for the complete financial 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 remuneration 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 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 financial year 2019-20, 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 (i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements entered into individually or taken together with previous transactions during the financial year) according to the policy of the Company on materiality of Related Party Transactions. However, during the period of April 2019 to August, 2019, Company entered into a transaction with a related party, which is considered as material, the details of which is provided in explanatory statement annexed to the Notice of Annual General Meeting. 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.

24. 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.

25. 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 2018-19 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 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.

28. 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 annexed herewith and marked as "ANNEXURE IX" and forms part of the Corporate Governance Report. The Policy is also available on the website of the Company http://www.nouveauglobal.com/investors.html.

29. 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.

30. 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.

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 ‘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.

32. 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.

33. 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.

34. LISTING

The shares of your Company continued to be listed at BSE Limited. Listing fee for the financial 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 view to provide 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.

36. 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.

37. 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. 31st March, 2020, and the date of this Report.

38. 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.

39. GREEN INITIATIVES

The Company supports and pursues the ‘Green Initiative of the Ministry of Corporate Affairs, Government of India. Owing to the global 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 32nd AGM and the Annual Report for the financial year 2019-20, are being sent only by email to the Members. Members may note that this Notice and Annual Report 2019-20 will 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.

40. 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/ Directors or by trustees for the benefit of employees/ Directors iii) Issue of shares (including sweat equity shares) to employees of the Company. iv) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

41. 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, 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