Directors Report of Nouveau Global Ventures Ltd.

Mar 31, 2024

Your Directors are presenting herewith the Thirty Sixth Annual Report together with the Audited
Financial statements for the Financial Year ended 31^st March, 2024.

1. FINANCIAL SUMMARY/ HIGHLIGHTS OF THE COMPANY

(Rs. in Lakhs)

Particulars	Standalone
	2023-24	2022-23
Profit/(Loss) before interest, depreciation, tax and Extra Ordinary Items	(31.311)	(7.56)
Less: Depreciation/ amortization	2.24	2.96
Profit/ (Loss) before interest, tax and Extra Ordinary Items		(10.52)
Less: Finance Costs	7.693	8.96
Profit/ (Loss) before tax and Extra Ordinary Items	21.369	(19.48)
Less: Provision for taxes on income
- Current tax	-	-
- MAT Credit Entitlement
-Deferred tax liability / (asset)	0.479	0.51
- Short/ Excess Provision	0.160
Profit/(Loss) after tax before Extra-Ordinary Items	(22)	(19.99)
Extra Ordinary Items (Net of Tax)	-	-
Profit/ (Loss) for the year	(22.008)	(19.99)
Add/(Less): Other Comprehensive Income /(Loss)	6.50	(99.64)
Total Comprehensive Income / (Expenses) for the year	(15.50)	(119.63)

2. PERFORMANCE OF THE COMPANY

The Company have four reportable business segments i.e. Multimedia, Financial Consultancy, Dealing in
Securities and Trading Division. The operating environment this year continued to remain volatile and
challenging. Your Directors regret to report that the company has continued to incur losses amounting to
Rs. 22.01 lakhs in the financial year under review as compared to loss amounting to Rs. 19.99 lakhs
incurred during the previous financial year.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

In view of the losses incurred during the year and considering the Company’s ongoing financial
performance, the Board of Directors do not recommend to distribute any dividend for the Year under
review and therefore there is no amount proposed to be transferred to the General Reserves.

5. SHARE CAPITAL

During the financial year under review, there has been no change in the authorised, issued, subscribed
and paid-up share capital of the Company.

The paid-up Equity Share Capital as on 31^st March, 2024 is Rs.18,55,30,000/- (Rs. Eighteen Crores Fifty-
Five Lakhs Thirty Thousand only) divided into 18,55,30,00 (One Crore Eighty five Lakh Fifty Three
Thousand Only) Equity Shares of the face value of Rs. 1/- each.

Further, 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 and cessation of Directors during the year:

During the year under review, there were following changes in the composition of Board of Directors of the
Company.

> Cessation of Mr. Narendra Gupta (DIN: 00418421) from the position of Independent Director of the
Company w.e.f 18^th May, 2023.

> Appointment of Mr. Nikhil Rungta (DIN: 08789354),) as an Independent Director of the Company
w.e.f. 20^th August, 2023.

> Re-appointment of Ms. Niraali Thingalaya (DIN: 08125213) as an Independent Director for second
term of five consecutive years w.e.f. 30^th September, 2023.

> Cessation of Mrs. Asha Khadaria (DIN: 00219112) from the position of Non-executive Non¬
Independent Director of the Company w.e.f 27^th November, 2023.

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. Your Directors recommend his re-appointment as Director of the Company.

Information regarding the directors seeking re-appointment/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 36^th AGM of
the Company.

• Appointment of Mr. Himanshu Agarwal (DIN: 09569882), as an Additional Non-executive director
in the Independent category with effect from 2^nd September, 2024 for the period of 5 consecutive
years, subject to the approval of the members at ensuing 36^th AGM of the Company.

• Appointment of Mr. Manaklal Agrawal (DIN: 10214780), as an Additional Non-executive director
in the Independent category with effect from 2^nd September, 2024 for the period of 5 consecutive
years, subject to the approval of the members at ensuing 36^th AGM of the Company.

The Board of Directors at their meeting held on 2^nd September, 2024 based on the recommendation of
Nomination and Remuneration Committee of the Company, approved the appointment of Mr. Himanshu
Agarwal (DIN: 09569882) and Mr. Manaklal Agrawal (DIN: 10214780) as Additional directors (in the
capacity of an Non- executive Independent Directors) of the Company with effect from 2^nd September,
2024 who have also submitted declarations that they meets the criteria of independence under Section
149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and are eligible for appointment under

the provisions of the Act, the Rules made thereunder and the Listing Regulations, as an Independent
Directors of the Company, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive
years commencing from 2^nd September, 2024 to 1^st September, 2029 subject to the approval of the
members in the ensuing 36^th AGM of the Company to be held on 30^th September, 2024.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted
declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act
along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

In view of the above, consent of the members for appointment of Mr. Himanshu and Mr. Manaklal as
Independent Directors, was sought by way of Special Resolution under the Item No. 3 and 4 of the
resolution to be passed at the 36^th AGM scheduled to be held on 30^th September, 2024.

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 31^st March, 2024.
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 Company’s 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 Director’s 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, there has been no change made in the composition of Board of Directors
and their Committees.

7. KEY MANAGERIAL PERSONNEL

During the financial year 2023-24, Ms. Parul Gupta (Membership No. F11081) was appointed as
Company Secretary and Compliance Officer with effect from 13.07.2023. However, Ms. Parul Gupta
resigned with effect from 30^th November, 2023, and in order to fill the casual vacancy Ms. Sunita Sharma

(Membership No.A49683) was appointed on 12^th February, 2024. As of 31^st March, 2024, Ms. Sunita
Sharma was serving as the Company Secretary and Compliance Officer of the Company.

Further on 5^th July, 2024, Ms. Sunita Sharma resigned from the post of Company Secretary and
Compliance Officer and Ms. Pallavi Bohra (Membership No. A60849) was appointed with effect from 1^st
August, 2024.

Key Managerial Personnel’s (KMP’s) of the Company under Section 203 of the Companies Act, 2013 as on
31^st March, 2024, are as follows:

Sr. No.	Name	Designation
1	Mr. Krishan Khadaria	Managing Director
2	Mr. Rajesh Agrawal	Chief Financial Officer
3	* Ms. Sunita Sharma	Company Secretary

*Ms. Sunita Sharma has resigned from the post of Company Secretary w.e.f. 5^th July, 2024.

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 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 31^st March, 2024, the
applicable Accounting Standards had been followed along with proper explanation relating to material
departures;

b) That for the financial year ended 31^st March 31, 2024, 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 31^st March, 2024 and of the loss of the Company for the year ended 31^stMarch,
2024;

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

During the year under review, the Company didn’t have any Subsidiaries/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. DEPOSITS

During the year under review, your Company has not accepted any fixed deposits from the public falling
under Section 73 of the Act 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).

14. 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 2023-24 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 36^th Annual General
Meeting and receipt of Certificate from Practicing 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.

15. 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.

16. STATUTORY AUDITORS & AUDITORS’ REPORT

The Members of the Company at its 34^th AGM held on Friday, September 30, 2022 had appointed M/s R.
A. Kuvadia & Co., Chartered Accountants, (Firm Registration No: 105487W) as Statutory Auditors or the
Company to hold office from the conclusion of 34^th AGM till the conclusion of 39^th AGM to be held in the
year 2027.

M/s. R. A. Kuvadia & Co., Chartered Accountants, (Firm Registration No: 105487W) vide letter dated
August 10, 2023 had resigned from the position or Statutory Auditors or the Company, resulting into a
casual vacancy in the office of Statutory Auditors of the Company as envisaged by section 139(8) of the
Companies Act, 2013.

Pursuant to the provisions of Section 139(8) or the Companies Act 2013, the Board of Directors at its
meeting held on August 29, 2023, as per the recommendation of the Audit Committee, had appointed
M/s. Ashok Shetty & Co., Chartered Accountants, (Firms Registration No. 117134W), to hold office as the
Statutory Auditors of the Company till the conclusion of 35^th AGM and to fill the casual vacancy caused by
the resignation of M/s. R. A. Kuvadia & Co., Chartered Accountants, (Firm Registration No: 105487W).

The appointment of M/s. Ashok Shetty & Co., Chartered Accountants, (Firms Registration No. 117134W),
as Statutory Auditors of the Company was duly approved by the members at the 35 ^th AGM to hold office
for a period of five years, from the conclusion of the 35^th AGM till the conclusion of the 40^th AGM of the
Company to be held in the year 2028.

In accordance with 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. Ashok Shetty & Co., Chartered
Accountants will continue to hold office till the conclusion of 40^th AGM.

The Auditor’s Report on financial statements is a forming part of this Annual Report. The Notes on
financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further
comments.

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their
Report. During the year, the Statutory & Internal Auditors had not reported any matter under Section
143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section
134(3)(ca) of the Companies Act, 2013.

17. 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, read with Regulation 24A of the Listing Regulations, the Board of
Directors of the Company has appointed M/s. Ritika Agrawal & Associates, Practicing Company
Secretary as Secretarial Auditors to undertake the secretarial audit of the Company for the financial year
2023-24.

The Secretarial Audit Report for the financial year ended 31^st March, 2024 under Act, read with Rules
made thereunder and Regulation 24A of the Listing Regulations (including any statutory modification(s) or
re-enactment(s) thereof for the time being in force) is set out in the ANNEXURE II, which forms an integral
part of this report.

During the year, the Secretarial Auditors had not reported any matter under Section 143(12) of the Act,
therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act.

Below is the tabled management remarks on the observations made by the Secretarial Auditor during the
period under review:

Observations	Management Remark
The Company has filed the Form AOC-XBRL for the F.Y 2022-23 by paying additional fees of Rs. 700/-, under section 137 of Companies Act, 2013 and Rule 12(1) of Companies (Accounts) Rules, 2014.	Due to some ongoing technical glitch with the XBRL filing software the Company couldn’t generate the XML file on time which in turn caused delay in filing of the Form AOC-XBRL.
The Company passed an Ordinary Resolution instead of Special Resolution for appointment of Mr. Nikhil Rungta as an Independent Director of the Company as prescribed under Regulation 25 (2A) of SEBI (LODR), regulations 2015.	Please note that, Mr. Nikhil Rungta, was duly appointed as an Independent Director of the Company, vide an ordinary resolution passed in the Annual General Meeting held on 30th September, 2023. While passing the resolution our then Company Secretary did keep in mind the

	prerequisite stated under section 152 of Companies
	act, 2013 which demands passing of an ordinary
	resolution in the general meeting for appointment of
	an Independent Director, however we happen to
	inadvertently overlook the requirement of passing a
	Special Resolution as prescribed under Regulation
	25 (2A) of SEBI (LODR), regulations 2015 which
	was inserted w.e.f. 1st January, 2022. Our
	Company “Nouveau Global Ventures Limited” is a
	well compliant company and is committed to
	maintaining the highest standards of corporate
	governance. We understand that we should have
	been more diligent in meeting the regulatory
	requirements and consequently we are
	unquestionably apologetic for the bona fide mistake
	made at the end of the Company, however we would
	like to bring to you attention that despite the
	resolution with respect to Mr. Nikhil’s appointment
	as an Independent Director of the Company was
	put up as an Ordinary Resolution, but it was still
	passed with a requisite majority of 99.99% votes in
	its favor. In view of the above clarification, we
	henceforth assure that we will stay informed with
	latest updates in laws & regulations and would
	beforehand consider every aspect of regulations and
	provisions that shall be made applicable to the
	Company.

In addition to the above and pursuant to SEBI Circular dated February 8, 2019, a Report on annual
secretarial compliances by M/s. Ritika Agrawal & Associates, Practicing Company Secretaries for the year
ended 31^st March, 2024 is submitted to stock exchange.

18. 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 Company’s
Auditors confirming compliance forms an integral part of this Report.

19. 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 2023-24 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 Director''s
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.

20. 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
2023-24, was in receipt of the remuneration of Rs. 102 Lakhs or more and no employee, employed for the
part of the financial year 2023-24 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
2023-24 are:

Name of Director	Amount	of	Ratio of Remuneration of each Director to
	Remuneration	Per	median remuneration of employees for
	Annum (in Rs.)		the FY
Mr. Krishan Khadaria (Managing Director)	6,00,000/-**		1.693599605 times''

#Median Remuneration of Employee during the financial year 2023-24: Rs. 3,54,275 p.a.

*Except for Mr. Krishan Khadaria, no other Director received remuneration during the financial year 2023¬
24.

b) Percentage increase in remuneration of each Director, CFO and Company secretary, in the financial
year 2023-24:

Name	Designation	Percentage increase in remuneration
Mr. Krishan Khadaria	Managing Director	NIL
Mr. Rajesh Agrawal	Chief Financial Officer	0.43
Ms. Parul Gupta	Company Secretary	NA
Ms. Sunita Sharma	Company Secretary	NA

c) The percentage increase in the median remuneration of employees in the Financial Year 2023-24:
46.43%.

d) There were 4 (Four) permanent employees on the rolls of Company during the year.

e) Average percentile increases 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 Nil as there were no employees who completed full year services in last year
and current year other than managerial personnel.

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 Company’s policies.

f) The other details pertaining to the remuneration of the KMP’s have been provided in the Annual
Return for the F.Y ended 31^st March, 2024, available at Company’s website at www.nouveauglobal.com

g) It is hereby affirmed that the remuneration paid is as per the Nomination & Remuneration policy of
the Company.

21. RELATED PARTY TRANSACTIONS

All transaction entered into by the Company with related parties during the financial year 2023-24, were
in ordinary course of business and on arm’s 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
Company’s website at the web link: http: / /www.nouveauglobal.com/investors.html.

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

22. 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.

23. 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 2023-24 are given in
Notes to the financial statements forming part of this Report.

24. EMPLOYEE STOCK OPTION SCHEME

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

25. 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.

26. 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.

27. 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.

28. 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.

29. 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.

30. 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.

31. 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 Company’s Statutory Auditors have, in their report, confirmed the adequacy of
the internal control procedures.

32. LISTING

The shares of your Company continued to be listed at BSE Limited. The Annual Listing fees for the FY
2023-24 was duly paid to the stock Exchange, i.e., BSE limited.

33. 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 Company’s
website www.nouveauglobal.com.

34. 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.

35. 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. 31^st March, 2024, and the date of this Report.

36. 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 Company’s website
www.nouveauglobal.com.

37. INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate
trading in securities by the Directors and designated employees of the Company. The Code requires pre¬
clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by
the Directors and the designated employees while in possession of unpublished price sensitive information
in relation to the Company and during the period when the Trading Window is closed. The Board is
responsible for implementation of the Code. Further the Directors and all the designated persons have
confirmed that they have adhere to the code.

38. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN
FUTURE

During the financial year 2023-24, there were no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and company''s operations in future.

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, there are no such instances and no settlements have been done with banks or financial
institutions.

41. GREEN INITIATIVES

The Company supports and pursues the ‘’Green Initiative” of the Ministry of Corporate Affairs,
Government of India. Members are requested to support green initiative by registering their e-mail id (a) in
case of electronic / demat holding with their respective Depository Participant and (b) in case of physical
holding either with the RTA by sending e-mail to info@bigshareonline .com or with the Company by
sending e-mail to [e-mail] by quoting name and folio number.

This initiative would enable the members to receive communication promptly besides paving way for
reduction in paper consumption and wastage. You would appreciate this initiative taken by the Ministry of
Corporate Affairs and your Company’s desire to participate in the initiative. If there is any change in e¬
mail id, shareholder can update his / her e-mail id in same manner as mentioned above.

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 36^th AGM and the Annual
Report for the financial year 2023-24, are being sent only by email to the Members. Members may note
that this Notice and Annual Report 2023-24 will be available on the Company’s 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/ Directors or by trustees for the benefit of employees/ Directors

iii) Issue of shares (including sweat equity shares) to employees of the Company.

iv) it has not raised any funds through qualified institutions placement as per Regulation 32(7A) of
the SEBI Listing Regulations;

v) it did not engage in commodity hedging activities;

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

Sd/- Sd/-

Krishan Khadaria Mohit Khadaria

Date: 2^nd September, 2024 Managing Director Director

Place: Mumbai DIN: 00219096 DIN: 05142395

Registered Office:

401/A, Pearl Arcade, Opp. P. K. Jewellers,

Daut Baug Lane, Off J. P. Road,

Andheri (West), Mumbai - 400 058

---

Mar 31, 2016

To,

The Members,

Nouveau Global Ventures Limited

Your Directors submit the 28th annual report of the Company, together with the audited financial statements, for the financial year ended March 31, 2016.

1. FINANCIAL PERFORMANCE OF THE COMPANY

(Rs. in Lacs)

PARTICULARS	Year ended March 31,2016	Year ended March 31,2015
Profit before interest, depreciation, tax and Extra Ordinary Items	80.30	77.54
Depreciation/amortization	14.50	13.94
Profit before interest, tax and Extra Ordinary Items	65.80	63.59
Finance Costs	100.10	56.43
Profit/ Loss before tax and Extra Ordinary Items	(34.30)	7.16
Less: Provision for taxes on income
- Current tax		0.32
- Deferred tax liability / (asset)	(0.93)	(1.82)
Profit before Extra Ordinary Items	(33.37)	8.66
Extra Ordinary Items (Net of Tax)
Profit/ Loss for the year	(33.37)	8.66

2. STATE OF COMPANY''S AFFAIRS

The Company has Five reportable business segments i.e. Multimedia, Financial & Consultancy, Dealing in Shares & Securities, Trading in Textile & Tele Shopping Division. Your company has also exported household products to Dubai and earned Rs. 5,57,179/-(Rupees Five lacs Fifty Seven thousands one hundred seventy nine) and your company is a Clearing & Forwarding Agent of Naaptol from which it earned commission on consignment sale of Rs. 95,05,398 (Rupees Ninety Five Lacs five thousands three hundred ninety eight). Your Company always intends to grab the opportunities available in these fields.

The Company has incurred Loss after tax of Rs. 33,37,666/- (Rupees Thirty Three Lacs Thirty Seven Thousand Six Hundred and Sixty Six Only) from the operations of the Company as compared to a profit after tax of Rs. 8,66,392/- (Rupees Eight Lacs Sixty Six Thousand Three Hundred and Ninety Two Only) earned during the previous financial year. The turnover of the company during the financial year is Rs. 3,22,06,969/- (Rupees Three Crore Twenty Two Lacs Six Thousands Nine Hundred Sixty Nine). Barring unforeseen circumstances, the directors of your company expect growth in profit in future.

3. DIVIDEND & RESERVES

Yours Directors do not recommend any dividend for the year ended March 31, 2016, 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, 2016 is Rs. 18,55,30,000 (Rs. Eighteen Crores Fifty Five Lacs 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 / JOINT VENTURES / ASSOCIATE COMPANIES

The Company has two unlisted wholly owned subsidiary Companies as on March 31, 2016. There has been no material change in the nature of the business of the 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. 62.62 Lacs as on March 31, 2016.

2. Nouveau Global Venture 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 Venture

FZE have increased from Rs. 441.08 lakhs in the previous year to Rs. 885.90 lakhs during the Current Financial Year 2015-16. Net profit during the period is Rs. 296.84 lakhs, as compared to a net profit of Rs. 299.68 lakhs 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 website www.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.

Nouveau Global Ventures - FZE, is material subsidiary company of Nouveau Global Ventures Limited as per SEBI (Listing Obligation & Disclosure Requirement) Regulation 2015, which is incorporated in Ras Al Khaimah Free Trade Zone as per law applicable in UAE. However, the Company has formulated a policy for determining Material Subsidiaries in terms of Listing Regulation 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-II.

6. DIRECTORS

Pursuant to the provisions of section 149 of the Companies Act, 2013, Mr. Narendra Gupta, Mr. Manoj Bhatia, Mr. Omprakash Bajaj were appointed as independent directors at the annual general meeting of the Company held on September 30, 2014. They have submitted a declaration that each of them meets the criteria of independence as provided in section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

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.

None of the Directors are disqualified from being appointed as Directors as specified in section 164 of Companies Act, 2013.

7. KEY MANAGERIAL PERSONNEL

Key Managerial Personnel''s (KMP''s) of the Company under Section 203 of the Companies Act, 2013, are as follows:

Sr.No	Name	Designation
1	Mr. Naresh Kedia	Chief Financial Officer
2	Mr. Aashish Garg*	Company Secretary

Note: Mr. Aashish Garg has been appointed as Company Secretary of the Company w.e.f. Oct. 9, 2015, during the year under review.

8. 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 (7) of the Act and Regulation 25 of SEBI Listing Regulation. 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.

9. MEETINGS OF THE BOARD

During the year under review, 10 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. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

10. COMMITTEES OF THE BOARD

In accordance with the applicable provisions of Companies Act, 2013 & SEBI Listing Regulation the Board has constituted the following Committees:

- 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 familiarization programmes for Independent Directors are given in the Report on Corporate Governance.

11. 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 , 201 6, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b) That Appropriate accounting policies have been selected 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, 2016 and of the profit and loss of the Company for the year ended March 31, 2016;

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.

12. EMPLOYEE STOCK OPTION SCHEME

Presently, the Company does not have a scheme for grant of stock options to its employees.

13. MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with SEBI Listing Regulations the Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report marked as

Annexure-III.

14. CORPORATE GOVERNANCE:

Your Company has always endeavored to adhere to high standards of Corporate Governance and ensured its compliance both in spirit and law.

As per Regulation 34 of SEBI Listing Regulation, a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance attached as Annexure-IV.

15. STATUTORY AUDITORS & AUDITORS'' REPORT

Pursuant to the provisions of section 139 of the Act and the rules framed thereafter, M/s. CPM & Associates, Chartered Accountants (Firm Registration No. 114923W), were appointed as statutory auditors of the Company from the conclusion of the this annual general meeting (AGM) till the conclusion of the twenty ninth AGM being eligible have offered themselves for re-appointment as Statutory Auditors for the financial year 2016-17, subject to ratification of their appointment at every AGM.

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.

16. SECRETARIAL AUDITORS & AUDITORS'' REPORT

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 re-appointed Mr. Shivhari Jalan, a Practicing Company Secretary toconduct the Secretarial Audit of the Company for the financial year 2015-2016.

The Secretarial Audit Report for the financial year ended 31st March, 2016 is annexed herewith as "Annexure-V" .

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

Response to point no.1:

The company has given loans to its wholly owned subsidiary companies and such loans made are utilized by the subsidiary companies for its principal business activities.

Response to point no. 2:

Due to the transformation and application of new Companies Act, the Company was in process to get approval from the shareholders which are mandate as per the new act, as a result of this company delayed getting shareholders'' approval in pursuance to Section 186 of the Companies Act, 2013.

Further, the Company has duly charged interest on loan given in terms of Section 186, Companies Act, 2013 except for one which is doubtful of recovery.

Response to point no. 3:

Your company is law abiding entity, and filed the necessary forms & returns with the authorities. However, there were few delays due to technical reasons of uploading on MCA site which the management ensures to file the same in time.

Response to point no. 4:

In order to comply with the requirement of Section 188 of the Companies Act, 2013 and clause 49 (VII) of the Listing agreement in respect of the related party transaction the Company have duly obtained approval from the Shareholders by passing Special Resolution in the 27th AGM held on September 30, 2015.

Response to point no. 5:

Due to the system break- down the Company was not in the position to intimate to BSE about the meeting of the Board of Directors held on May 30, 2015. Thus, the acknowledgement copy the same was not available with the Company.

Response to point no. 6:

Due to the internet hitch-up the intimation was delayed which the management ensures to file the same in time hereinafter.

Response to point no. 7:

The Board is of the view that there are few delays made in respect to comply with the clause 41 (VI) (a) of the Listing agreement & Regulation 47(3) of the LODR Regulations however, with improved business policy the Company will be able to meet its obligations in time. The Board is hopeful and committed to their level best to streamline the same henceforth.

17. EXTRACT OF ANNUAL RETURN

An extract of Annual Return in Form MGT-9 as on March 31, 2016 is attached as Annexure-VI to this Report.

18. DEPOSITS

During the year under review company has neither accepted nor renewed any deposits from public within the meaning of section 73 of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014. Thus there are no unclaimed deposits as on date.

19. 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/Listing Regulations.

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. The details of related party transactions are set out in the notes of financial statements.

20. LISTING AGREEMENT:

Securities & Exchange Board of India, on September 2, 2015 issued SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 with the aim to consolidate streamline the provision of Listing Agreement for different segments of capital market to ensure better enforceability. The said regulation was effective from December 1, 2015. Accordingly all listed entities were required to enter into Listing Agreement with the Stock exchange where the securities of the company are listed. We Nouveau Global Ventures Limited entered into new listing agreement with Bombay Stock Exchange.

21. 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 Company''s Statutory Auditors have, in their report, confirmed the adequacy of the internal control procedures.

22. ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION

On 23rd January, 2016, the Shareholders of the Company approved by way of Postal Ballot, adoption of new set of Articles of Association in the place of existing Articles of Association in line with the provisions of the Companies Act, 2013.

23. 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.

Your Company hereby affirms that no Director/ employee have denied accessing 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 Company''s website www.nouveaualobal.com.

24. CORPORATE SOCIAL RESPONSIBILITIES INITIATIVES

The prerequisite in terms of Section 135 of the Companies Act, 2013 of corporate social responsibility does not apply to the Company.

25. PREVENTION OF SEXUAL HARASSMENT POLICY

The 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 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. 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 under review, no complaints were received by the Company related to sexual harassment.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of related party disclosures with respect to loans/advances/investments at the year end as required under Part A of Schedule V of the SEBI Listing Regulations & under Section 186 of the Companies Act, 2013 have been provided in the notes to the Financial Statements of the Company.

27. 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.

28. FOREIGN EXCHANGE EARNINGS AND OUT-GO :

During the period under review your company earned Rs. 5,57,179 from export of household product to Dubai and it is further stated in the financial statement annexed with the report.

29. BOARD EVALUATION

Pursuant to the provisions of the Act and SEBI Listing Regulations, Independent Directors at their meeting held during the year without the participation of the Non Independent Directors and Management, considered/evaluated the performance of the Board of Directors, the Chairman and other Non-Independent Directors.

The Board subsequently evaluated its own performance, the working of its Committees and Independent Directors without participation of the relevant Director(s). The criteria for performance evaluation have been detailed in the Corporate Governance Report.

30. NOMINATION & REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection, appointment and remuneration of Directors and KMPs. The Remuneration Policy forms part of Corporate Governance Report as Annexure-VII.

31. 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.

32. 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 of the Company i.e. March 31, 2016 and the date of this Report.

33. 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 201617 to Bombay Stock Exchange.

34. ACKNOWLEDGEMENT

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 endeavors.

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/- Sd/-

Krishan Khadaria Manoj Bhatia

Managing Director Director

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.

Date : August 13, 2016 Place: Mumbai

---

Mar 31, 2015

To,

The Members,

Nouveau Global Ventures Limited

The Directors are pleased to present their 27th Annual Report together with the audited financial statements, for the financial year ended March 31, 2015.

1. FINANCIAL PERFORMANCE OF THE COMPANY

(Rs. In Lacs)

Particulars Year ended Year ended 31st March, 31st March, 2015 2014

Profit before Interest, 77.54 47.07 depreciation, tax and Extra Ordinary Items

Depreciation/amortization 13.94 13.13

Profit before interest, tax 63.59 33.94 and Extra Ordinary Items

Finance Costs 56.43 11.11

Profit before tax and 7.16 22.82 Extra Ordinary Items

Less: Provision for taxes on income

-Current tax 0.32 6.03

--Deferred tax liability / (1.82) (0.43) (asset)

Profit before Extra 8.66 17.22 Ordinary Items

Extra Ordinary Items (Net of Tax) - -

Profit for the year 8.66 17.22

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.

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 website www.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.

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 sub- section (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 as Annexure 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.

A Company Secretary in practice carries out a quarterly Reconciliation of Share Capital Audit, to reconcile the total admitted capital with National 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 selected 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

The 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 SENIOR 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 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

The 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 Wo m e n a t t h e Wo r k p l a c e ( P r e v e n t i o n , 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 OUT-GO :

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/- Sd/-

Krishan Khadaria Manoj Bhatia

Managing Director Director

DIN : 01953191 DIN : 00219096

Date : August 14, 2015

Place : Mumbai

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Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the 26th Annual Report on the busines and operations of your Company along with the standalone and consolidated summary financial statements for the year ended 31st March, 2014.

(Rs. In Lacs) Standlone 31.03.2014 31.03.2013

Profit before interest, depreciation, taxs 47.07 44.54 and Extra Ordinary Items

Depreciation/amortization 13.13 7.81

Profit before interest, tax and 33.94 36.73 Extra Ordinary Items

Finance Costs 11.11 3.99

Profit before tax and Extra Ordinary Items 22.82 32.74

Less: Provision for taxes on income

* Current tax 6.03 9.25

* Deferred tax liability/(asset) (0.43) 0.79

Profit before Extra Ordinary Items 17.22 22.70

Extra Ordinary Items (Net of Tax) - -

Profit for the year 17.22 22.70

OPERATIONS & GENERAL REVIEW

Profit after tax from the operations of the Company amounted to Rs. 17,22,156/- in this fiscal year as compared to a profit after tax of Rs. 22,70,072 earned during the previous financial year.

The Company has four reportable business segments i.e. Multimedia, Financial & Consultancy, Dealing in Shares & Securities, and Textile Division.

DIVIDEND

For conservation of resources your Directors do not recommend any dividend for the year ended 31st March, 2014

SUBSIDIARIES

The Company has two subsidiaries as at the end of financial year 2013-14

Nouveau Shares and Securities Limited

A closely held Public Ltd. Company incorporated in October 1994 and engaged in the 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. 66.92 Lacs as on 31st March 2014.

Nouveau Global Ventures FZE

In view of the large scale expansion drive of the company, a business entity by way of a 100% subsidiary is incorporated in Ras Al Khaimah Free Trade Zone as per law applicable in UAE. The subsidiary will function in the same line of business of the parent company.

DIRECTORS

Mr. Mohit Khadaria retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Pursuant to Section 149 and other applicable provisions of Companies Act, 2013 your Directors are seeking appointment of Mr. Manoj Ganeshdas Bhatia, Mr. Narendra Ramkishor Gupta, Mr. Omprakash Girdharilal Bajaj and Naushad Mohd. Sayeed Bhramer Khan as Independent Director for the terms given in the Notice of 26th Annual General Meeting. Details of the proposal for the appointment of above Independent Directors are mentioned in the Explanatory Statement under Section 102 of Companies Act, 2013 of the Notice of the 26th Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 your Directors confirm that:

That in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of that year.

That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

That the Directors had prepared the annual accounts on a going concern basis.

MANAGEMENT DISCUSSIONS AND ANALYSIS

A detailed review of operations, performance and future outlook of your Company and its business in given in the Management Discussion and Analysis, which forms part of this report

CORPORATE GOVERNANCE

A separate report on Corporate Governance is annexed. Auditors'' certificate on compliance of conditions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is also annexed.

PARTICULARS OF EMPLOYEES

None of the Company''s employees has drawn salary more than Rs. 60 Lacs per Annum, if employed throughout the year and more than Rs Five Lacs per month if employed for part of the year. Hence, information required under section 217(2A) of the Companies Act, 1956 read with the Companies ( Particulars of Employees) Rules, 1975 as amended is not applicable to your Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The Company is not engaged in any manufacturing activity and therefore there are no particulars to be disclosed under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988. The information on Foreign Exchange earnings and outgo is contained in notes of the Financial Statements to the accounts.

AUDITORS'' REPORT

Auditors'' Report does not contain any qualifications; hence do not call for any comments.

AUDITORS

M/s CPM & Associates, Chartered Accountants, Statutory Auditors of the Company retires at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re- appointment. In accordance with Section 139 of the Companies Act, 2013 read with Rules made thereunder, M/s CPM & Associates, Chartered Accountants can be appointed as the statutory auditors of the Company for a maximum period of three years. They have furnished a certificate, confirming that if re-appointed, their re- appointment will be in accordance with Section 139 read with Section 141 of the Companies Act, 2013. The members are requested to consider their re-appointment as Auditors of the Company for a period of three financial years and authorise the Board of Directors to fix their remuneration.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the assistance and co-operation received from business associates, Govt. Authorities and Members of the Company and look forward to their continued support.

Your Directors also wish to place on record their appreciation for the devoted services of the employees of the Company.

By Order of the Board of Directors For Nouveau Global Ventures Limited

Krishan Khadaria Managing Director

Date : 30th May, 2014 Place : Mumbai

Registered Office: 401/A, Pearl Arcade, Opp. P. K. Jewellers, Dawood Baug Lane, Off J.P. Road, Andheri (West), Mumbai - 400 058

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Mar 31, 2012

The Directors present their Twenty Fourth Annual Report and the Audited Statement of Accounts for the year ended March 31, 2012.

FINANCIAL HIGHLIGHTS

(Amt. in Lakhs)

Particulars 31st March 31st March 2012 2011

Profit before interest, depreciation, tax and Extra Ordinary 95.61 114.10 Items

Depreciation/ amortization 5.13 5.79

Profit before interest, tax and Extra Ordinary Items 90.48 108.31

Finance Costs 14.31 30.82

Profit before tax and Extra Ordinary Items 76.17 77.49

Less: Provision for taxes on income- Current tax 24.50 26.14

-- Fringe benefit tax NIL NIL

-- Deferred tax liability / (asset) (0.81) (3.17)

Profit before Extra Ordinary Items 52.48 54.52

Extra Ordinary Items (Net of Tax) -

Profit for the year 52.48 54.52

PERFORMANCE AND FUTURE PROSPECTS

Profit before tax from the operations of the Company amounted to 76.17 Lakh in this fiscal as compared to 77.49 Lakh last year. The company is operating in various segments viz. Financial Consultancy, Multimedia, Electronic Division, Agriculture and Real Estate & Infrastructure, etc.

DEMERGER

The Board of Directors of the Company at its meeting held on 30th November, 2011 has approved Scheme of Demerger between Nouveau Global Ventures Limited and Pearl Agriculture Limited and Pearl Electronics Limited. Company has received in- principle, approval from BSE on 28th February, 2012 and Shareholders approval on 18th May, 2012 for demerger of Agriculture division of Nouveau Global Ventures Limited into Pearl Agriculture Limited and Electronics Division into Pearl Electronics Limited respectively with effect from appointed date i.e. 1st October, 2011, subject to the approval of the Hon'ble High Court of Bombay and other authorities as may be required for the purpose.

SUBSIDIARIES

The Statement pursuant to Section 212 of the Companies Act, 1956 relating to subsidiary companies forms part of the financial statement. As required under Clause 32 of the Listing Agreement with the BSE, the financial statements of the Company have been consolidated with the Nouveau Shares and Securities Ltd. being the subsidiary of the Company. There was no activity in the company in the previous year.

NOUVEAU GLOBAL VENTURES FZE

In view of the large scale expansion drive of the company, it was proposed by the Board to set up a business entity by way of a 100% subsidiary company in UAE in free trade zone.

Company has set up a 100% subsidiary Company in Rak Al Khaimah Free Trade Zone on 5th March, 2012.

DIVIDEND

For conservation of resources your Directors do not recommend any dividend for the year 2012-2013.

LISTING WITH THE STOCK EXCHANGES

The Equity Shares of the Company continue to remain listed with Bombay Stock Exchange Ltd. (BSE). The listing fees payable to the stock exchange for the year 2012-2013 have been paid.

DIRECTORS

Mr. Narendra Gupta who retires from the Board by rotation at the ensuing Annual General Meeting and being eligible, offer him for re-appointment. His brief profile is furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

Mr. Mohit Khadaria who was appointed as an Additional Director on December 09, 2011 is proposed to be appointed as a Director of the Company under Section 257 of the Companies Act, 1956 at the ensuing Annual General Meeting. His brief profile is furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

Mrs. Asha Khadaria resigned as a director of the company on 9th December, 2012 due to pre occupation. The Board of directors sincerely appreciates the advice given by her during the tenure of his office.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm:

i. that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departures ;

ii. that the Directors had selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit of the Company for that period ;

iii. that the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act ,1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors had prepared the Annual Accounts on a going concern basis.

GROUP

Pursuant to intimation from the Promoters, the names of the Promoters and entities comprising "Group" as defined under the Monopolies and Restrictive Trade Practices ("MRTP") Act, 1969 are disclosed in the Annual Report for the purpose of Regulation 3(1) (e) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

AUDITOR'S REPORT

Your Directors confirm that the observations made by the Auditors in their Report have been duly clarified in the Notes to the accounts forming part of the Balance sheet and Profit and Loss Account, which are self-explanatory.

AUDITORS

M/s. CPM & Associates., Chartered Accountants appointed as the Auditors of the Company, who retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

A certificate has been received from the Auditors to the effect that their appointment, is made, would be within the limits prescribed under section 224 (1B) of the Companies Act, 1956. The Auditors have advised that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on Management Discussion and Analysis is enclosed as an annexure to this report.

PERSONNEL

During the year under review there were no employees who were in receipt of the remuneration beyond the limits prescribed under Section 217 (2A) of the Companies Act, 1956. Therefore, the details as required by the provisions of the aforesaid Section of the Companies Act, 1956, read with the Companies (Particulars of Employees) (Amendment) Rules, 2002 are not applicable.

CORPORATE GOVERNANCE

The Company complies with Clause 49 of the Listing Agreement, as amended from time to time. The Board of Directors of the Company has adopted a Corporate Governance Policy meant to ensure fair and transparent practices and a Code of Conduct for its Directors and senior management.

A separate report on Corporate Governance along with the Auditors Certificate on the compliance of corporate governance requirements of Clause 49 of the Listing Agreement is given elsewhere in this Report.

CONSERVATION OF ENERGY, TECHNO- LOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTING

The Company is not engaged in any manufacturing activity and therefore there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988. There has been no foreign exchange out flow/inflow during the year. ACKNOWLEDGEMENT

The Board wishes to thank all the stakeholders in the Company, clients, business associates & bankers for their continued support during the year. The Board wishes to record its appreciation of all the efforts put in by the staff and associates of the Company who have contributed to the growth and success of the Company.

By and on behalf of the Board

for Nouveau Global Ventures Limited

Sd/-

Krishan Khadaria

Managing Director

Place : Mumbai

Date : 1st September, 2012

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Mar 31, 2011

To,

The Shareholders

The Directors present their Twenty Third Annual Report and the Audited Statement of Accounts for the year ended March 31, 2011.

FINANCIAL HIGHLIGHTS

(Amt. in Lakhs)

Particulars 31st March 31st March 2011 2010

Profit before interest, depreciation, tax and Extra Ordinary 114.10 47.37 Items

Depreciation/ amortization 5.79 4.30

Profit before interest, tax and Extra Ordinary Items 108.31 43.08

Finance Costs 30.82 7.03

Profit before tax and Extra Ordinary Items 77.49 36.05

Less: Provision for taxes on income– Current tax 26.14 16.85

--Fringe benefit tax Nil NIL

--Deferred tax liability / (asset) (3.17) 1.35

Profit before Extra Ordinary Items 54.52 17.82

Extra Ordinary Items (Net of Tax) - Profit for the year 54.52 17.82

PERFORMANCE AND FUTURE PROSPECTS

Profit before tax from the operations of the Company amounted to Rs. 77.49 Lakh in this fiscal as compared to Rs. 36.05 Lakh last year.

The Company is involved in the business of acquisition and trading of media telecast rights over national and regional TV Channels, trading in Software and Hardware. The Company has also expanding its segment in Film Production and trading of media telecast rights and have opened a new separate division named as "WIDE FRAME ENTERTAINMENT" and has appointed Mr. Abhishek Pathak as the CEO of the new division.

The Company has entered into Agriculture Business and has started a new division of the Company namely "GLOBE AGRO" for which Mr. Sachin Valani, has been appointed as CEO. With the development of Agricultural industry and liberal policies of the government, the Board of Directors of your company feels that proposed new activities will help the Company to expand its activities and intensify its area of operations. For the said Agricultural business the Company also intends to provide Infrastructural facilities and intends to grab the opportunities available in this field as well.

The Company has also opened a Partnership firm named as "Global Enterprises" during the year with Mrs. Asha Khadaria as a partner with the object to act as dealers, distributors, commission agents, traders and other allied business and or to make investment in shares and securities of the companies etc.

The business of trading in Software and Hardware started by the Company has also proved profitable to the Company and substantial to the profitability of the Company. There is plenty of exciting business opportunities in India for the IT segment.

The Film Trade Magazines published by the Company, by the name 'Bhojpuri City' and 'Maza Cinema' has received overwhelming response and the numbers of subscribers are increasing with each additional issue. The Company is expanding in the segment of multimedia division of the Company. After the completion of three successful years in publication of its Bhojpuri Film Trade Magazine 'BHOJPURI CITY' has organized a big event, titled "BHOJPURI CITY AWARDS, 2011" to honour contribution of people from Bhojpuri Film Industry. In this Award function almost all top stars from Bhojpuri Film Industry has participated and performed.

SUBSIDIARIES

The Statement pursuant to Section 212 of the Companies Act, 1956 relating to subsidiary companies forms part of the financial statement. As required under Clause 32 of the Listing Agreement with the BSE, the financial statements of the Company have been consolidated with the Nouveau Shares and Securities Ltd. being the subsidiary of the Company.

DIVIDEND

For conservation of resources your Directors do not recommend any dividend for the year 2010- 2011.

LISTING WITH THE STOCK EXCHANGES

The Equity Shares of the Company continue to remain listed with Bombay Stock Exchange Ltd. (BSE). The listing fees payable to the stock exchange for the year 2011-2012 have been paid. The Equity Shares of the Company has been delisted from Ahmedabad Stock Exchange Limited with effect from 21/03/2011.

DIRECTORS

Mr. Manoj Bhatia who retires from the Board by rotation at the ensuing Annual General Meeting and being eligible, offer him for re-appointment. His brief profile is furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm:

i. that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departures;

ii. that the Directors had selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit of the Company for that period;

iii. that the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act ,1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; for preventing and detecting fraud and other irregularities;

iv. that the Directors had prepared the Annual Accounts on a going concern basis.

GROUP

Pursuant to intimation from the Promoters, the names of the Promoters and entities comprising "Group" as defined under the Monopolies and Restrictive Trade Practices ("MRTP") Act, 1969 are disclosed in the Annual Report for the purpose of Regulation 3(1)(e) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

AUDITOR'S REPORT

Your Directors confirm that the observations made by the Auditors in their Report have been duly clarified in the Notes to the accounts forming part of the Balance sheet and Profit and Loss Account, which are self-explanatory.

AUDITORS

M/s. Singrodia Goyal & Co., who are the Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. However they have expressed their unwillingness to continue as Statutory Auditors of the Company. It is proposed to appoint M/s. CPM & Associates., Chartered Accountants to examine and audit the accounts of the Company for the Financial Year 2011-12.

A certificate has been received from the Auditors to the effect that their appointment, is made, would be within the limits prescribed under section 224 (1B) of the Companies Act, 1956. The Auditors have advised that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on Management Discussion and Analysis is enclosed as an annexure to this report.

PERSONNEL

During the year under review there were no employees who were in receipt of the remuneration beyond the limits prescribed under Section 217 (2A) of the Companies Act, 1956. Therefore, the details as required by the provisions of the aforesaid Section of the Companies Act, 1956, read with the Companies (Particulars of Employees) (Amendment) Rules, 2002 are not applicable.

CORPORATE GOVERNANCE

The Company complies with Clause 49 of the Listing Agreement, as amended from time to time. The Board of Directors of the Company has adopted a Corporate Governance Policy meant to ensure fair and transparent practices and a Code of Conduct for its Directors and senior management.

A separate report on Corporate Governance alongwith the Auditors Certificate on the compliance of corporate governance requirements of Clause 49 of the Listing Agreement is given elsewhere in this Report.

CONSERVATION OF ENERGY, TECHNOLOGI-CAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTING

The Company is not engaged in any manufactur- ing activity and therefore there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

There has been no foreign exchange out flow / inflow during the year.

ACKNOWLEDGMENT

The Board wishes to thank all the stakeholders in the Company, clients, business associates & bankers for their continued support during the year. The Board wishes to record its appreciation of all the efforts put in by the staff and associates of the Company who have contributed to the growth and success of the Company.

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

Krishan Khadaria Managing Director

Place: Mumbai Date : 12th August 2011

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Mar 31, 2010

The Directors have pleasure in presenting their Twenty Second Annual Report on the business and operations of the Company together with the Audited Statements of Accounts for the year ended on 31st March 2010.

FINANCIAL HIGHLIGHTS

(Amt. In Lakhs)

Particulars 31st March 31st March 2010 2009

Profit before interest, depreciation, tax and Extra Ordinary 47.37 61.81

Items

Depreciation/amortization 4.30 3.23

Profit before interest, tax and Extra Ordinary Items 43.08 58.58

Finance Costs 7.03 1.68

Profit before tax and

Extra Ordinary Items 36.05 56.90

Less: Provision for taxes on income

--Current tax 16.85 18.90

-Fringe benefit tax NIL 0.78

--Deferred tax liability / (asset) 1.35 2.52

Profit before Extra Ordinary Items 17.82 34.70

Extra Ordinary Items (Net of Tax)

Profit for the year 17.82 34.70

PERFORMANCE AND FUTURE PROSPECTS

Pre tax profit from the operations of the Company amounted to Rs. 36.05 Lakh in this fiscal as compared to Rs. 56.90 Lakh last year. This performance ought to be seen in the context of the fact that Indian Economy has suffered to the great extent due to recession.

The Film Magazines published by the Company, by the name Bhojpuri City and Maza Cinema has received overwhelming response and the number of subscribers are increasing with each additional issue. The Company is expanding in the segment of media and entertainment activities and the Company has also actively engaged in the business of acquisition and trading of media telecast rights over national and regional TV Channels. The Company has also entered into agreements with Lakshya Entertainment Private Limited for trading of Films and Media Rights.

The business of Trading in Software and Hardware started by the Company has also proved profitable to the Company and substantial to the profitability of the Company. There is plenty of exciting business opportunities in India for the IT segment. We have started a list of business ideas for those entrepreneurs who are interested in Internet ven- tures, outsourcing technology, e-commerce oppor- tunities, software development opportunities, busi- ness trends and other business ideas. We hope to add to this list as we uplift towards the upper ladder.

With the unprecedented rise in talent cost, the year ahead for the Company and for the Indian media and entertainment industry as a whole could be a complex mix of opportunities and threats. Your Company however remains committed to redefine the global standing of commercial Indian Cinema.

SUBSIDIARIES

The Statement pursuant to Section 212 of the Companies Act, 1956 relating to subsidiary compa- nies forms part of the financial statement. As required under Clause 32 of the Listing Agreement with the BSE, the financial statements of the Company have been consolidated with the Nouveau Shares and Securities Ltd. being the subsidiary of the Company.

DIVIDEND

For conservation of resources your Directors do not recommend any dividend for the year 2009-2010.

LISTING WITH THE STOCK EXCHANGES

The Equity Shares of the Company continue to remain listed with Bombay Stock Exchange Ltd. (BSE) and Ahmedabad Stock Exchange Limited (ASE). The listing fees payable to both the stock exchanges for the year 2010-2011 have been paid.

DIRECTORS

Mr. Anil Gaggar and Mr. Vinay Sarawgi resigned as Directors of the Company during the year due to pre occupation. The Board of Directors sincerely appre- dates the advice given by them during the tenure of their office.

Mr. Narendra Gupta and Mr. Shyam Makhija who retire from the Board by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Their brief profile is furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

Mrs. Asha Khadaria who was appointed as an Additional Director on 15th December 2009 is proposed to be appointed as a Director of the Company under Section 257 of the Companies Act, 1956 at the ensuing Annual General Meeting. Her brief profile is furnished in the explanatory state- ment to the notice of the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm :

i. that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departures ;

ii. that the Directors had selected such account- ing policies and applied them consistently and made judgments and estimates that are rea- sonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period ;

iii. that the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act ,1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors had prepared the Annual Accounts on a going concern basis.

AUDITORS REPORT

Your Directors confirm that the observations made by the Auditors in their Report have been duly clarified in the Notes to the accounts forming part of the Balance sheet and Profit and Loss Account, which are self-explanatory.

AUDITORS

M/s. Singrodia Goyal & Co., Chartered Accountants appointed as the Auditors of the Company, retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment The Board recommends their re-appointment.

A certificate has been received from the Auditors to the effect that their appointment, id made, would be within the limits prescribed under section 224 (1B) of the Companies Act, 1956. The Auditors have advised that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on Management Discussion and Analysis is enclosed as an annexure to this report.

PERSONNEL

During the year under review there were no employees who were in receipt of the remuneration beyond the limits prescribed under Section 217 (2A) of the Companies Act, 1956. Therefore, the details as required by the provisions of the aforesaid Section of the Companies Act, 1956, read with the Companies (Particulars of Employees) (Amend- ment) Rules, 2002 are not applicable.

CORPORATE GOVERNANCE

The Company complies with Clause 49 of the Listing Agreement, as amended from time to time.

The Board of Directors of the Company has adopted a Corporate Governance Policy meant to ensure fair and transparent practices and a Code of Conduct for its Directors and senior management.

A separate report on Corporate Governance alongwith the Auditors Certificate on the compli- ance of corporate governance requirements of Clause 49 of the Listing Agreement is given elsewhere in this Report.

CONSERVATION OF ENERGY, TECHNOLOGI- CAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTING

The Company is not engaged in any manufacturing activity and therefore there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

There has been no foreign exchange out flow/inflow during the year.

ACKNOWLEDGEMENT

The Board wishes to thank all the stakeholders in the Company, clients, business associates and bankers and financial institutions for their continued support during the year. The Board wishes to record its appreciation of all the efforts put in by the staff and associates of the Company who have contrib- uted to the growth and success of the Company.

By and on behalf of the Board for NOUVEAU MULTIMEDIA LIMITED

Krishan Khadaria Managing Director

Place: Mumbai

Date: 30th August 2010

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Mar 31, 2009

The Directors present their Twenty First Annual Report and the Audited Statements of Accounts for the year ended on 31st March 2009.

Financial Results

(Amt. Rs. in Lakhs) Particulars 31st March 31st March 2009 2008

Profit/(loss) before interest, depreciation, tax and Extra Ordinary Items 61.81 88.91

Depreciation/amortization ¦ 3.23 2.62

Profit/floss) before interest, tax and Extra Ordinary Items 58.58 86.29

Finance Costs 1.68 -

Profit/(loss) before tax and Extra Ordinary Items 56.90 86.29

Less: Provision for taxes on income

--Current tax 18.90 22.50

-Fringe benefit tax 0.78 0.86

-Deferred tax liability / (asset) 2.52 (4.59)

Profit/floss) before Extra Ordinary Items 34.70 67.52

Prior period tax liability / (assets) - -

Extra Ordinary Items (Net of Tax) - -

Profit/(loss) for the year 34.70 67.52

Performance and Future Prospects

The Company is expanding in the segment of media and entertainment activities and the Company has also actively engaged in the trading of media and telecast rights and generating revenue. The com- pany started with a Film Magazines by the name Bhojpuri City" and Maza Cinema which received an overwhelming response.

In view of long term profitability the company and expansion of business the company has started a new segment of business i.e. trading in computer software and hardware which has made substantial gains and the profits of the company in the first Quarter of the year 2009-2010 have increased substantially.

Consolidated Financial Statements

As required under Section 212 of the Companies Act, 1956 the Annual Report including the Audited Statement of Accounts of Nouveau Shares & Securities Limited, wholly owned subsidiary is appended to this report.

In accordance with accounting standards 21,23 and 27 issued by the ICAI the consolidated Financial Statements form a part of this Report

Dividend

For conservation of resources your Directors do not recommend any dividend for the year 2008-2009.

Directors

Mr. Manoj Bhatia and Mr. Shyam Makhija who retire by rotation at the ensuing Annual General Meeting are proposed to be re-appointed.

Mr. Narendra Gupta & Mr. Vinay Sarawgi were appointed as Director with the approval of Share- holders at the last AGM held at 30th September 2008.

Directors Responsibility Statement As Per Sec- tion 217 (2AA)

The Board of Directors hereby confirm that:

i. that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departures ;

ii. that the Directors had selected such account- ing policies and applied them consistently and made judgments and estimates that are rea- sonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period ;

iii. that the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act ,1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors had prepared the Annual Accounts on a going concern basis.

Auditors Report

The observation made in the Auditors Report are self -explanatory and therefore no further comments are required under Section 217 (3) of the Compa- nies Act, 1956.

Auditors

M/s Singrodia Goyal & Co., Chartered Accountants appointed as the Auditors of the Company, retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment The Board recommends their re-appointment The Company has received their consent pursuant to Section 224 (1B) of the Companies Act, 1956.

Particulars of Employees

During the year under review there were no employees who were in receipt of the remuneration beyond the limits prescribed under Section 217 (2A) of the Companies Act, 1956 and therefore no disclosures need to be made under the said section.

Corporate Governance

The amendments to the Companies Act, 1956 and the listing agreements executed with the Stock Exchanges require compliance with specified Cor- porate Governance practices. A detailed Report on Corporate Governance approved by the directors is annexed. A certificate on compliance of Corporate Governance requirements issued by the Statutory Auditors of the company in pursuance to clause 49 of the listing agreement is placed with the report on Corporate Governance.

Conservation of Energy, Technological Absorp- tion and Foreign Exchange Earnings and Outing

The Company is not engaged in any manufacturing activity and therefore there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

There has been no foreign exchange out flow/inflow during the year

Acknowledgement

The Directors take this opportunity to thank all the Employees, Shareholders, Bankers to the Com- pany, The Securities & Exchange Board of India, The Stock Exchanges, other Government Agencies and valued clients for their support and co-operation during the year under review.

By and on behalf of the Board for NOUVEAU MULTIMEDIA LIMITED

Sd/- Krishan Khadaria

Managing Director

Registered Office:

1A, Hill View Apartment, Next to Navrang Cinema, J. P. Road, Andheri (West), Mumbai - 400 058

Place: Mumbai

Date: 29th June, 2009