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Lex Nimble Solutions Ltd.

BSE: 541196 Sector: IT
NSE: N.A. ISIN Code: INE860Y01019
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NSE 05:30 | 01 Jan Lex Nimble Solutions Ltd
OPEN 37.10
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VOLUME 2000
52-Week high 37.10
52-Week low 25.00
P/E 17.02
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 37.10
CLOSE 37.10
VOLUME 2000
52-Week high 37.10
52-Week low 25.00
P/E 17.02
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Lex Nimble Solutions Ltd. (LEXNIMBLESOLU) - Director Report

Company director report

To The Members

M/s. LEX NIMBLE SOLUTIONS LIMITED Hyderabad

Dear Members

Your directors have pleasure in presenting the Company's 14th Annual Report with theAudited financial statements of the Company for the Year ended 31st March 2019.

FINANCIAL HIGHLIGHTS:

(Amount in Rs.)

Particulars 31.03.2019 31.03.2018
1. Income from Operations 21762146 17604158
2. Other Income 6446443 2117966
3. Expenses 23883960 16210083
4. Finance Charges - -
5. Depreciation 705416 483017
6 Profit Before Tax and Exceptional items 3619213 3029024
7. Tax Including deferred tax 838917 1343110
8. Profit After Tax 2780296 1685914

SUMMARY OF BUSINESS OPERATIONS:

During the year 2018-19 the company has earned a profit before tax to a tune ofRs.36.19 Lakh as compared to a profit of Rs.30.29 lakh in the previous financial yeari.e.2017-18 and the profit after tax for the year is 27.80 lakh against a profit of Rs.16.85 lakh during the previous financial year and Earning per share for 2018-19 isRs.0.68/-.

TRANSFER TO RESERVES:

The company has not transferred any amount to Reserves and Surplus Account for thefinancial year 2018-19.

DIVIDEND:

With a view to plough back of profits and using net profits for liquidity purposes andday-to-day operational activities your Board of Directors does not recommend anyDividends for the financial year 2018-19.

SHARE CAPITAL:

As on 31st March 2019 the authorized capital of the company was Rs.57000000/- comprising 5700000 equity shares of Rs.10/-each and the issued subscribedand paid up share capital is Rs. 41900000/- comprising 4190000 equity shares ofRs.10/- each.

During the year the paid -up share capital of the company was increased from Rs.30780000/- to Rs.41900000/- by issuing 1112000 equity shares of Rs.10 each/- witha premium of Rs. 47/- each through Initial Public Offer.

CHANGE IN NATURE OF BUSINESS OF THE COMPANY: There was no change in the nature ofbusiness 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 Platformw.e.f 04.04.2018.

During the year under review the company came up with a Public Issue of 1112000equity shares on Initial Public Offer of face value of Rs.10/- at an offer price ofRs.57/- each along with a premium of Rs.47/- each.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

RESIGNATION AND APPOINTMENT:

During the year under review Mr. Nalin Patel tendered his resignation to theDirectorship of the company due to other preoccupations.

Mr. Venkata Muralidhar Koduri joined the board as an additional director in thecategory of Independent Non-executive Director w.e.f 13.10.2018 whose appointment will besubject to the approval of Shareholders in the ensuing Annual General meeting.

And Ms. Udayasri Mavuleti was appointed as Chief Financial officer of the Companyw.e.f. 02.04.2018

CHANGE IN DESIGNATION:

Mr. Bukkaraju Venkata Jaganmohan has been re-designated as Non-executive ProfessionalDirector form non-executive independent director in consequence of his being disqualifiedto continue as an Independent Director due to acquiring the interest in capital of thecompany by holding 196000 equity shares in the Company through Initial Public Offer.

Apart from above there were no changes in the composition of Board of Directors and KeyManagerial Personnel.

All the above mentioned changes in the Board have been intimated with the BSE withinthe prescribed timelines and the relevant e-forms were filed with ROC-Hyderabad tointimate the same with the ROC.

STRUCTURE OF DIRECTORS AND KEY MANAGERIAL PERSONNEL AS ON 31.03.2019

DIN/PAN/ Membership Name of the Person Designation Date of Appointment
1. 02816167 Praveen Chakravarthy Medikundam Chairman and Non- executive Director 15/04/2005
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 Additional (Independent ) Director 13/10/2018
9. FSFPS3062E Kavitha Somavarapu Company Secretary 05/12/2017
10. AVXPM6458Q Mavuleti Udayasri Chief Financial Officer 02/04/2018

COMMITTEES TO THE BOARD:

The details of the Committees to the Board viz. Audit Committee Nomination andRemuneration Committee and Stakeholders Relationship Committee are as follows.

AUDIT COMMITTEE:

Description and Terms of reference:

The Audit Committee was constituted Pursuant to Sec 177 of the Companies Act 2013other 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. Nalin Kumar Patel Member Independent Director

Further the Audit committee was reconstituted with the following members consequent tothe Resignation of Mr. Nalin Kumar Patel and Appointment of Mr. Venkata Muralidhar Koduriw.e.f 13.10.2018 and the Composition of the Audit Committee as on 31.03.2019 is asfollows:

Name Designation Category
1. Mr. Rakesh Choudhary Chairman Independent Director
2. Dr. Chandrasekhar Vanumu Member Executive Director
3. Mr. Venkata Muralidhar Koduri Member Additional Director

Meetings:

Members of Audit Committee met thrice during the financial year 2018-19.

Meeting Date Attendance
1. 02.04.2018 2(Chairman and a Member)
2. 18.05.2018 2(Chairman and a Member)
3. 27.10.2018 2(Chairman and a Member)

NOMINATION AND REMUNERATION COMMITTEE:

Description and Terms of reference:

The Nomination and Remuneration Committee was constituted Pursuant to Sec 178 of theCompanies Act 2013 other applicable provisions and rules of the said Act with thefollowing members.

Name Designation Category
1. Mr. Sreenivas Katragadda Chairman Independent Director
2. Mr. Jaganmohan Venkata Bukkaraju Member Independent Director
3. Mr. Praveen Chakravarthy Medikundam Member Non-Executive Director

Further the committee was reconstituted with the following members' w.e.f 27.05.2018consequent to the Re-designation of Mr. Jaganmohan Venkata Bukkaraju as non-executiveprofessional director and the Composition of Nomination & Remuneration Committee as on31.03.2019 is as follows:

Name Designation Category
1. Mr. Sreenivas Katragadda Chairman Independent Director
2. Mr. Rakesh Chowdhary Member Independent Director
3. Mr. Praveen Chakravarthy Medikundam Member Non-Executive Director

Meetings:

Members of Nomination & Remuneration Committee met twice during the financial year2018-19.

S. No. Meeting Date Attendance
1. 02.04.2018 2(Chairman and a Member)
2. 13.10.2018 2(Chairman and a Member)

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee was constituted Pursuant to Sec 178 of theCompanies Act 2013 other applicable provisions and rules of the said Act with thefollowing members.

Name Designation Category
1. Mr. Praveen Chakravarthy Medikundam Chairman Chairman & Non- Executive Director
2. Mr. Sreenivas Katragadda Member Independent Director
3. Dr. Chandra Sekhar Vanumu Member Executive Director

Meetings:

Members of Stakeholder Relationship Committee met once during the financial year2018-19.

Meeting Date Attendance
1. 13.10.2018 2(Chairman and a Member)

However pursuant to Sec 178 of Companies Act 2013 the Company is not required toconstitute Stakeholder Relationship Committee Hence the said committee has been dissolvedwith the approval of Board of Directors vide Board Meeting dated 27.05.2019 and Companysecretary & Compliance Officer is entrusted with the responsibility of reviewing andresolving the Investor Complains if any and report to the Board on the same from time totime.

All the above mentioned changes in constitution of Committees were intimated to theStock Exchange within the prescribed timelines.

MEETINGS OF MEMBERS:

The members of the company met once during the financial year 2018-19 on 18.08.2018 onAnnual General Meeting of the Company in respect of which proper notices were given andthe proceedings were properly recorded signed and maintained in the Minutes Bookmaintained by the Company.

Meetings of Board of Directors:

The board of directors met 6 (Six) times during the financial year 2018-19 on:

S. No. Date of Board Meeting No. of Directors attended
1. 02.04.2018 4
2. 27.05.2018 5
3. 21.07.2018 5
4. 13.10.2018 5
5. 12.11.2018 3
6. 12.01.2019 3

Attendance of Directors

Name of Director Designation Meetings held in the tenure Meetings attended Attendance at last AGM
1. Mr. Praveen Chakravarthy Medikundam Chairman &Non-Executive Director 6 4 Yes
2. Mr. Samuel Alemu Non-Executive Director 6 4 No
3. Mrs. Sarada Devi Medikundam Non-Executive Director 6 5 No
4. Ms. Bukkaraju Venkata Jaganmohan Non-Executive Director 6 3 No
5. Mr. Sreenivas Kartragadda Independent Director 6 4 No
6. Mr. Koduri Venkata Muralidhar (Appointed w.e.f 13.10.2018) Additional Director 2 1 No
7. Dr.Chandrasekhar Vanumu Whole-time Director 6 2 Yes
8. Mr.Rakesh Choudhary Independent Director 6 2 Yes
9. Mr. Nalin Kumar Patel (Resigned w.e.f 13.10.2018) Independent Director 4 0 No

MEETING OF INDEPENDENT DIRECTORS:

A separate meeting for Independent Directors without the attendance of non-independentdirectors and members of the management was held on 08.02.2019. The independent Directorsreviewed the performance of Non-Independent Directors and Chairperson based on criteriaprescribed by SEBI and Companies Act 2013 by having a questionnaire collected from allthe directors.

PERFORMANCE EVALUATION:

The Board of directors has carried out an evaluation of its own performance BoardCommittees and Individual directors pursuant to provisions of Companies Act 2013. ThePerformance of the Board was evaluated by the Nomination and Remuneration Committee afterseeking inputs from all the directors on basis of criteria such as the board compositionand structure effectiveness of board processes information and functioning.

The performance of Committees was evaluated by the board after seeking the inputs fromthe committee members on basis of criteria such as composition of committeeseffectiveness of committee meetings etc.

The performance of Individual directors was evaluated on basis of criteria such ascontribution of each and every director to the board and committee meetings like effectiveparticipation and independence in the decision making and inputs given in the meetingsetc.

DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Sreenivas Katragadda Mr. Rakesh Choudhary and Mr. Venkata Muralidhar Koduri arethe Independent Directors on the Board of as on 31.03.2019.

The company has received declarations from all the independent directors confirmingthat they meet the criteria of independence as prescribed under sec 149(6) of theCompanies Act 2013 read with rules issued thereunder as well as Regulation 16(1)(b) ofSEBI(LODR).

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 the Directors confirm that:

a) In the preparation of annual accounts the applicable accounting standards had beenfollowed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of financial year and of theprofit of the Company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provision of this Act for safeguarding theAssets 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 theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

g) The company has complied with provisions relating to constitution of InternalComplaints Committee under Sexual Harassment of Women at Workplace (preventionProhibition and Redressal) Act 2013.

NOMINATION AND REMUNERATION POLICY:

The Board has on recommendation of Nomination & Remuneration Committee framed apolicy for selection appointment and remuneration of Directors and key ManagerialPersonnel including criteria for determining qualifications positive attributes andindependence 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 ofManagerial Personnel) Rules 2014 are not applicable to the company as none of theemployees 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 2014during the financial year 2018-19.

The information required under Section 197(12) of Companies Act 2013 read with Rule 5of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is givenin statement annexed herewith as Annexure-III

EXTRACT OF ANNUAL RETURN:

The Extract Annual Return as on March 31st 2019 Pursuant to section 92(3) ofthe 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 meaningof 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 31.03.2019

CORPORATE GOVERNANCE:

The equity shares of the Company are listed with BSE-SME Exchange and thereforepursuant to Regulation 15 (2) (b) of SEBI(LODR) Regulations 2015Regulation 27 of

SEBI(LODR) Regulations 2015 and Part C of Schedule V relating to compliance ofCorporate Governance are not applicable to the Company. Hence the Company need not tocomply with the requirements specified in Part E of Schedule II pursuant to regulation 27of SEBI (LODR) Regulations 2015.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT2013:

The Company has not made any loans guarantees or investments during the financial year2018-19 under review.

PARTICULARS OF MATERIAL CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES:

During the year under review the company has entered into related party transactionsand same was in compliance with applicable provisions of the Act. The said transactionswere at arm's length basis and in normal course of business and same has been reported inForm AOC-2 as required under sec 134(3)(h) of companies Act 2013 read with Rule 8 ofCompanies(Accounts) Rules 2014 which forms part of this report.

All such transactions were placed before the Audit Committee and Board for theirapproval.

WHISTLE BLOWER POLICY:

Pursuant to provisions of Section 177 of Companies Act 2013 read with rule 7 of theCompanies (meetings of Board and its powers) rules 2014 the Board of Directors hadapproved the Policy on Vigil mechanism/ Whistle Blower Policy

Through this policy the directors and employees may report concerns about unethicalbehavior actual or suspected fraud or violation of the Company's code of conduct orethics 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 thecompany has formulated a Code for prevention of Insider Trading. The same is available onWebsite of the Company www.lexnimble.in

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

During the year under review there were no cases filed under the Sexual Harassment ofWomen at workplace (Prevention Prohibition and Redressal) Act 2013.

The Company Constituted an Internal Complaints Committee to resolve the cases and tosensitize the women work force on the issues which are covered under this Act. The Membersof 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
K. V. S. Pavan Kumar Member Employee
M. Jahnavi Member Employee

Further Company ensures that there is a healthy and safe atmosphere for every womanemployee at the workplace.

DETAILS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO:

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 which are relevant to Business of the Company.
c) Foreign Exchange earnings & Out go
i. Earnings : Rs. 19264473/-
ii. Out go : Nil

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per Regulation 34(e) read with Schedule V of SEBI (LODR) Regulations 2015 theManagement Discussion and Analysis Report of the Company for the financial year 2018-19 isset out in this report as Annexure-I

COST AUDIT:

Pursuant to the Provisions of Sec 148 of Companies Act 2013 the maintenance of CostRecords is not applicable to the Company.

INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements for the yearended 31st March 2019 are proportionate with the size and nature of businessof the Company which includes budgetary control monitoring of expenses at various levelsof authority monitoring the adherence of company's policies in preparing and reportingthe financial information monitoring all the internal controls through internal auditprocess etc.

AUDITORS:

STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderM/s. SPC & Associates Chartered Accountants were appointed as statutory auditors ofthe Company from the conclusion of the Tenth (10th) annual general meeting(AGM) held on 29.07.2015 till the conclusion of the Fifteenth (15th) AGM to beheld in the year 2020.

There is no qualification reservation adverse remark or disclaimer by the statutoryAuditors mentioned in their report.

SECRETARIAL AUDITOR:

Pursuant to Section 204 of Companies Act 2013 and rules made thereunder the Companyhas appointed CS. V. Bhaskara Rao Practicing Company Secretary Hyderabad as aSecretarial Auditor of the Company in the Meeting of Board of Directors held on21.07.2018. The Secretarial Audit Report is attached herewith as Annexure II.

Further there were no qualifications or observations mentioned in the Secretarial AuditReport except the observation mentioned by Secretarial Auditor about the CompoundingApplication filed by the Company.

With regard to observation contained in the Secretarial Audit report the directorsstate as under:

Observation: The Company has filed a compounding application with RBI on 12.11.2018with regard to delay in filing form FCGPR for the Bonus Shares allotted as on 26.07.2017.The same has been compounded by RBI vide order dated 17.01.2019 Order No.CA HYD 354 afterpaying the levied penalty amounting to Rs. 52060/- by the Company.

INTERNAL AUDITORS:

Pursuant to Section 138 of Companies Act 2013 read with Rule 13 of Companies(Accounts) Rules 2014 Mr. Krishna Prasad B has been appointed as an Internal Auditor ofthe company vide Board Meeting dated 02.04.2018.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year under review the company has not received any significant or materialorders passed by any regulatory authority court or tribunal which shall impact the goingconcern status of the Company However during the year under review the company hasapplied for voluntary compounding proceedings with RBI due to delay in filing of formFCGPR for Bonus issue made in the Financial year 2017-18. The same has been compounded byRBI and the issue was settled by paying the requisite penalty of Rs. 52060/- levied byRBI order dated 17.01.2019 Order No.CA HYD 354

RISK MANAGEMENT:

Generally we believe that High Risk gives high returns but it fails without appropriaterisk management. An appropriate risk management policy mitigates the risk and maximizesthe return.

Therefore the Company has established a well-defined risk management policy which is

CORPORATE SOCIAL RESONSIBILITY:

The Company is not covered under Section 135 of Companies Act 2013 and rules madethereunder 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 THISREPORT:

No such change or events occurred which effects the financial position of the company.

ACKNOWLEDGMENTS:

Your Directors take this opportunity to express their deep and sincere gratitude andappreciation for cooperation extended by all the Stakeholders and employees through theirdedication hard work and commitment. Your Directors also convey thanks and appreciationto 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: 25.06.2019

DIN: 02816167