To,
The Members
M/s. LEX NIMBLE SOLUTIONS LIMITED Hyderabad.
Dear Members,
Your directors have pleasure in presenting the Company's 18th Annual Report
with the Audited financial statements of the Company for the Year ended 31st March, 2023.
FINANCIAL HIGHLIGHTS:
Particulars |
31.03.2022 |
31.03.2023 |
1. Income from Operations |
4,53,54,187 |
4,31,82,798 |
2. Other Income |
78,70,103 |
71,93,289 |
3. Expenses |
4,50,69,876 |
3,93,85,345 |
4. Finance Charges |
- |
- |
5. Depreciation |
3,89,997 |
2,16,315 |
Profit Before Tax and |
|
|
6. |
77,64,417 |
1,07,74,427 |
Exceptional items |
|
|
7. Tax Including deferred tax |
18,77,541 |
26,40,329 |
8. Profit After Tax |
56,05,441 |
81,34,097 |
SUMMARY OF BUSINESS OPERATIONS:
During the year 2022-23 the company has earned a profit before tax of Rs.107.74 lakh
and the profit after tax for the year is 81.34 lakh. Earning per share for 2022-23 is
Rs.1.94/-.
TRANSFER TO RESERVES:
The company has not transferred any amount to Reserves and Surplus Account for the
financial year 2022-23.
DIVIDEND:
With a view to plough back of profits and using net profits for liquidity purposes and
day- to-day operational activities, our Board of Directors does not recommend any
Dividends for the financial year 2022-23.
SHARE CAPITAL:
As on 31st March, 2023, the authorized capital of the company was Rs.
5,70,00,000/- comprising 57,00,000 equity shares of Rs.10/-each and the issued, subscribed
and paid up share capital is Rs. 4,19,00,000/-, comprising 41,90,000 equity shares of
Rs.10/- each.
CHANGE IN NATURE OF BUSINESS OF THE COMPANY:
There was no change in the nature of business of the Company during the year under
review.
LISTING OF SECURITIES ON BOMBAY STOCK EXCHANGE-SME PLATFORM:
The Equity shares of the Company have been listed on Bombay Stock Exchange-SME Platform
w.e.f 04.04.2018.
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL: NA
BOARD STRUCTURE INCLUDING KMP AS ON 31.03.2023: There are changes in the
composition of the Board during the Year.
DIN/PAN/ Membership No. |
Name of the Person |
Designation |
Date of Appointment |
1. 02816167 |
Praveen Chakravarthy |
Chairman and Non- |
15/04/2005 |
|
Medikundam |
executive Director |
|
2. 03169580 |
Samuel Alemu |
Non-executive Director |
15/04/2005 |
3. 03258451 |
Sarada Devi Medikundam |
Non-executive Director |
17/10/2010 |
4. 06361980 |
Chandra Sekhar Vanumu |
Whole-time Director |
25/10/2017 |
5. 07934262 |
Rakesh Choudhary |
Independent Director |
22/11/2017 |
6. 07953517 |
Jaganmohan Venkata Bukkaraju |
Non-executive Director |
22/11/2017 |
7. 07953521 |
Sreenivas Katragadda |
Independent Director |
22/11/2017 |
8. 07264259 |
Muralidhar Venkata Koduri |
Independent Director |
13/10/2018 |
9. 07956526 |
Kalyan Chakravarthy |
Non-Executive |
22/11/2022 |
|
Medikundam |
Director |
|
10. CCHPA3350C |
Yogiraj Hemant Atre |
Company Secretary |
28/03/2022 |
11. AVXPM6458Q |
Mavuleti Udayasri |
Chief Financial Officer |
02/04/2018 |
RESIGNATION AND APPOINTMENT:
During the year, there are changes in the composition of Board of Directors and Key
Managerial Personnel. Mr. Kalyan Chakravarthy Medikundam is appointed as new director
during the year and also Mr. Yogiraj Atre is appointed as new compliance officer and
company secretary. However the Director Praveen Chakravarthy Medikundam and Samuel Alemu
have been re-appointed as a Non-executive Directors for a further period of 2 years with
the approval of members vide Annual General Meeting dated 24.08.2023.
Currently in this ongoing financial year on 17/07/2023 Mr. Kalyan Chakravarthy
Medikundam and Mr. Jaganmohan Venkata has resigned from their post of Director. Due to
their personal and unavoidable circumstances and pre-occupations.
COMMITTEES TO THE BOARD:
The details of the Committees to the Board viz., Audit Committee and Nomination and
Remuneration Committee are as follows. Please be noted that, there are no changes in
composition of Committees during the financial year.
AUDIT COMMITTEE:
Description and Terms of reference:
The Audit Committee was constituted Pursuant to Sec 177 of the Companies Act, 2013,
other applicable provisions and rules of the said Act, with the following members.
Name |
Designation |
Category |
1. Mr. Rakesh Choudhary |
Chairman |
Independent Director |
2. Dr. Chandrasekhar Vanumu |
Member |
Whole-time Director |
3. Mr. Muralidhar Koduri |
Member |
Independent Director |
Meetings:
Members of Audit Committee met thrice during the financial year 2022-23.
. Meeting Date |
Attendance |
1. 20.05.2022 |
3 |
2. 03.11.2022 |
3 |
3. 01.03.2023 |
2 |
NOMINATION AND REMUNERATION COMMITTEE: Description and Terms of reference:
The Nomination and Remuneration Committee was constituted Pursuant to Sec 178 of the
Companies Act, 2013, other applicable provisions and rules of the said Act, with the
following members.
Name |
Designation |
Category |
1. Mr. Sreenivas Katragadda |
Chairman |
Independent Director |
2. Mr. Rakesh Chowdhary |
Member |
Independent Director |
3. Mr. Praveen Chakravarthy |
Member |
Non-Executive Director |
Medikundam |
|
|
Meetings:
Members of Nomination & Remuneration Committee met thrice during the financial
year2022-23.
Meeting Date |
Attendance |
1. 20.05.2022 |
2 |
2. 25.07.2022 |
3 |
3. 03.11.2023 |
3 |
STAKEHOLDERS RELATIONSHIP COMMITTEE:
Pursuant to Sec 178 of Companies Act, 2013, the Company is not required to constitute
Stakeholder Relationship Committee and Company secretary & Compliance Officer is
entrusted with the responsibility of reviewing and resolving the Investor Complaints, if
any and report to the Board on the same from time to time.
MEETINGS OF BOARD OF DIRECTORS HELD DURING THE FINANCIAL YEAR 2022-23 AND ATTENDANCE OF
DIRECTORS THEREOF:
Meetings of Board of Directors:
The board of directors met 4 (Four) times during the financial year 2022-23 on:
Date of Board Meeting |
No. of Directors attended |
1. 20.05.2022 |
7 |
2. 25.07.2022 |
5 |
3. 03.11.2022 |
8 |
4. 01.03.2023 |
8 |
Attendance of Directors
S. No |
Name of Director |
Designation |
Meetings held in the tenure |
Meetings attended |
Attenda nce at last AGM |
1. |
Mr. Praveen Chakravarthy Medikundam |
Chairman &Non- Executive Director |
4 |
4 |
Yes |
2. |
Mr. Samuel Alemu |
Non-Executive Director |
4 |
4 |
Yes |
3. |
Mrs. Sarada Devi Medikundam |
Non-Executive Director |
4 |
4 |
Yes |
4. |
Ms. Bukkaraju Venkata Jaganmohan |
Non-Executive Director |
4 |
3 |
No |
5. |
Mr. Sreenivas Kartragadda |
Independent Director |
4 |
3 |
Yes |
6. |
Mr. Koduri Venkata Muralidhar |
Independent Director |
4 |
3 |
No |
7. |
Dr.Chandrasekhar Vanumu |
Whole-time Director |
4 |
3 |
Yes |
8. |
Mr. Rakesh Choudhary |
Independent Director |
4 |
3 |
Yes |
9. |
Mr.Kalyan Chakravarthy Medikundam |
Non-Executive Director |
1 |
1 |
No |
MEETING OF INDEPENDENT DIRECTORS:
A separate meeting for Independent Directors without the attendance of non-independent
directors and members of the management was held on 30.01.2023. The independent Directors
reviewed the performance of Non-Independent Directors and Chairperson based on criteria
prescribed by SEBI and Companies Act, 2013.
PERFORMANCE EVALUATION:
The Board of directors has carried out an evaluation of its own performance, Board
Committees and Individual directors pursuant to provisions of Companies Act, 2013. The
Performance of the Board was evaluated by the Nomination and Remuneration Committee after
seeking inputs from all the directors on basis of criteria such as the board composition
and structure, effectiveness of board processes, information and functioning. The
performance of Committees was evaluated by the board after seeking the inputs from the
committee members on basis of criteria such as composition of committees, effectiveness of
committee meetings etc.
DECLARATION BY INDEPENDENT DIRECTORS:
Mr. Sreenivas Katragadda, Mr. Rakesh Choudhary and Mr. Venkata Muralidhar Koduri are
the Independent Directors on the Board of as on 31.03.2023.
The company has received declarations from all the independent directors confirming
that they meet the criteria of independence as prescribed under sec 149(6) of the
Companies Act, 2013 read with rules issued thereunder as well as Regulation 16(1)(b) of
SEBI(LODR).
And pursuant to the Companies (Appointment and Qualification of Directors) Rules, 2019,
all the Independent Directors of the Company have registered themselves with Independent
Director's Data Bank. Further Mr. Rakesh Choudhary, Mr. Muralidhar Koduri and Mr.Sreenivas
Katragadda have qualified the online proficiency self-assessment test during the 2020-21
financial years.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013, the Directors confirm that:
a) In the preparation of annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures; b) 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 financial year and of the profit of the Company
for that period; c) The directors had taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provision of this Act for
safeguarding the Assets of the Company and for preventing and detecting fraud and other
irregularities; d) The directors had prepared the annual accounts on a going concern
basis; e) The directors, had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; f) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively. g) The company has complied with provisions relating to constitution of
Internal Complaints Committee under Sexual Harassment of Women at Workplace (prevention,
Prohibition and Redressal) Act, 2013.
NOMINATION AND REMUNERATION POLICY:
The Board has on recommendation of Nomination & Remuneration Committee framed a
policy for selection, appointment and remuneration of Directors and key Managerial
Personnel, including criteria for determining qualifications, positive attributes
and independence of directors.
The policy is available on Company's Website Website link:
https://lexnimble.in/#investors
PARTICULARS OF EMPLOYEES:
The provisions of Rule 5(2) and (3) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are not applicable to the company as none of the
employees of the Company has received remuneration above the limits specified in Rule 5(2)
and (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
during the financial year 2022-23.
The information required under Section 197(12) of Companies Act, 2013 read with Rule 5
of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given
in statement annexed herewith as Annexure-III
EXTRACT OF ANNUAL RETURN:
The Extract Annual Return as on March 31st 2023 Pursuant to section 92(3) of the
Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules,
2014 is available in the website of the company www.lexnimble.in
PUBLIC DEPOSITS:
During the year under review, the company has not accepted deposits within the meaning
of Section 73 to76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits)
Rules, 2014.
SUBSIDIARY COMPANY: The Company has no subsidiaries as on 31.03.2023
CORPORATE GOVERNANCE:
The equity shares of the Company are listed with BSE-SME Exchange and therefore
pursuant to Regulation 15 (2) (b) of SEBI(LODR) Regulations, 2015,Regulation 27 of
SEBI(LODR) Regulations, 2015 and Part C of Schedule V relating to compliance of Corporate
Governance are not applicable to the Company. Hence the Company need not to Comply with
the requirements specified in Part E of Schedule II pursuant to regulation 27 ofSEBI
(LODR) Regulations, 2015.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT,
2013:
The Company has not made any loans, guarantees or investments during the financial year
2022-23 under review.
PARTICULARS OF MATERIAL CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES:
During the year under review the company has not entered into any new related party
transactions.
However the details of existing contracts/arrangements made in the previous financial
years and renewed during the current financial year which were in compliance with
applicable provisions of the Act and at arm's length basis has been reported in Form AOC-2
as required under sec 134(3)(h) of companies Act, 2013 read with Rule 8 of
Companies(Accounts) Rules, 2014 which forms part of this report.
All such transactions were placed before the Audit Committee and Board for their
approval.
WHISTLE BLOWER POLICY:
Pursuant to provisions of Section 177 of Companies Act, 2013 read with rule 7 of the
Companies (meetings of Board and its powers) rules, 2014 the Board of Directors had
approved the Policy on Vigil mechanism/ Whistle Blower Policy.
Through this policy the directors and employees may report concerns about unethical
behavior, actual or suspected fraud or violation of the Company's code of conduct or
ethics policy. The policy is available on the website of the Company www.lexnimble.in.
PREVENTION OF INSIDER TRADING:
Pursuant to provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 the
company has formulated a Code for prevention of Insider Trading. The same is available on
Website of the Company www.lexnimble.in.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
During the year under review, there were no cases filed under the Sexual Harassment of
Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company Constituted an Internal Complaints Committee to resolve the cases and to
sensitize the women work force on the issues which are covered under this Act.
The Members of the Committee are as follows:
Name of the Person |
Designation |
Designation in Company |
Udayasri Mavuleti |
Presiding Officer |
Chief Financial Officer |
V. Uma Maheswari |
Member |
External Member |
Mr. Arigoppula Gopal Rao |
Member |
Employee |
Mrs. Konda Namratha |
Member |
Employee |
Further Company ensures that there is a healthy and safe atmosphere for every woman
employee at the workplace.
DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO:
As the Company is not carrying out any manufacturing activity,
a) Conservation of Energy |
: N.A |
b) Technology Absorption |
|
i. Research & Development |
: Nil |
ii. Technology Absorption and Innovation |
: Nil |
iii. However the Company has making continuous efforts to keep the
employees informed of all emerging technologies and developments.
c) Foreign Exchange earnings & Out go
i. Earnings |
: Rs. 4,, 05, 28, 798/- |
ii. Out go |
: Rs. 31,318/- |
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As per Regulation 34(e) read with Schedule V of SEBI (LODR) Regulations, 2015, the
Management Discussion and Analysis Report of the Company for the financial year 2022- 23
is set out in this report as Annexure-I.
COST AUDIT:
Pursuant to the Provisions of Sec 148 of Companies Act, 2013, the maintenance of Cost
Records is not applicable to the Company.
INTERNAL FINANCIAL CONTROLS:
The internal financial controls with reference to the Financial Statements for the year
ended 31st March, 2023 are proportionate with the size and nature of business of the
Company which includes budgetary control, monitoring of expenses at various levels of
authority, monitoring the adherence of company's policies in preparing and reporting the
financial information, monitoring all the internal controls through internal audit process
etc.
AUDITORS:
STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder,
M/S Rathnakar & Co., Chartered Accountants, were appointed as statutory auditors of
the Company from the conclusion of the Seventeenth (17th) Annual General
Meeting (AGM) till the conclusion of the Twenty-Two (22th) AGM to be held in
the year 2027. Since the term of Statutory Auditors was canceled on the 17th
April 2023, due to resignation of auditors and then M/s. Akasam & Associates,
Chartered Accountants, Hyderabad, (Firm's
Regn. No: 005832S) be and are hereby appointed as Statutory Auditors of the Company to
fill the casual vacancy caused by resignation of M/S Rathnakar & Co., Chartered
Accountants, Hyderabad (Firm's Regn. No: 022726S), to hold office until the conclusion
of the next Annual General Meeting of the Company. The M/s. Akasam & Associates,
Chartered Accountants, Hyderabad, (Firm's Regn. No: 005832S) are eligible for the
reappointment as per the Provisions of Companies Act, 2013 and other applicable rules made
thereunder, the Nomination and Remuneration Committee and the Board of Directors have
recommended the appointment of the Auditors i.e M/s. Akasam & Associates., Chartered
Accountants as Statutory Auditor of the Company for a further period of 5 consecutive
years with effect from the conclusion of 18th AGM till the conclusion of 23th
AGM which will be held in the year 2028.
There is no qualification, reservation, adverse remark or disclaimer by the statutory
Auditors mentioned in their report for the financial year 2022-23.
SECRETARIAL AUDITOR:
Pursuant to Section 204 of Companies Act, 2013 and rules made thereunder, the Company
has appointed CS. V. Bhaskara Rao, Practicing Company Secretary, Hyderabad as a
Secretarial Auditor of the Company for the financial year 2022-23 in the Meeting of Board
of Directors. The Secretarial Audit Report is attached herewith as Annexure II. Further
there were no qualifications or observations mentioned in the Secretarial Audit Report.
INTERNAL AUDITORS:
Pursuant to Section 138 of Companies Act, 2013 read with Rule 13 of Companies
(Accounts) Rules, 2014 Ms. V.S.K. Jyothi has been appointed as an Internal Auditor of the
company. The Internal Auditor directly reports to the Audit Committee. The Audit is based
on an internal audit plan which is reviewed and approved by the Audit Committee. The
committee reviews the internal audit reports periodically, the suggestions for improvement
are considered the committee follows up on corrective actions.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:
During the year under review the company has not received any significant or material
orders passed by any regulatory authority, court or tribunal which shall impact the going
concern status of the Company.
RISK MANAGEMENT:
Generally we believe that High Risk gives high returns but it fails without appropriate
risk management. An appropriate risk management policy mitigates the risk and maximizes
the return.
Therefore the Company has established a well-defined risk management policy which is
available in the website of the Company www.lexnimble.in
CORPORATE SOCIAL RESONSIBILITY:
The Company is not covered under Section 135 of Companies Act, 2013 and rules made
thereunder hence corporate social responsibility report is not required to be annexed.
MATERIAL CHANGES OCCURRED AFTER THE END OF FINANCIAL YEAR AND BEFORE THE DATE OF THIS
REPORT:
No such change or events occurred which effects the financial position of the company.
But the company has implemented remote working policies and continuing the same from
23/03/2020 to till date. All the business meetings are also being conducted through
virtual presentations. But there were no significant effects on the financial or
non-financial parameters of the company except a slight slowdown in the business
operations, since most of the operations depend on US holding Company.
ACKNOWLEDGMENTS:
Our Directors take this opportunity to express their deep and sincere gratitude and
appreciation for cooperation extended by all the Stakeholders and employees through their
dedication, hard work and commitment. Your Directors also convey thanks and appreciation
to the valued customers and dealers for their continued patronage.
|
For and on behalf of the Board of |
|
Lex Nimble Solutions Limited |
|
Sd/- |
|
Praveen Chakravarthy Medikundam |
|
Chairman & Director |
Place: Hyderabad |
|
Date: 25.07.2023 |
|
|