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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 38.40
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VOLUME 2000
52-Week high 51.00
52-Week low 30.45
P/E 30.72
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 38.40
CLOSE 38.40
VOLUME 2000
52-Week high 51.00
52-Week low 30.45
P/E 30.72
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 16th Annual Report with theAudited financial statements of the Company for the Year ended 31st March 2021.

FINANCIAL HIGHLIGHTS:

S. No Particulars 31.03.2021 31.03.2020
1. Income from Operations 40041789 38931221
2. Other Income 8078012 8167644
3. Expenses 40356668 33645828
4. Finance Charges - -
5. Depreciation 878412 1030020
6.Profit Before Tax and Exceptional items 6875721 12423017
7. Tax Including deferred tax 1635920 3274881
8. Profit After Tax 5239800 9148136

SUMMARY OF BUSINESS OPERATIONS:

During the year 2020-21 the company has earned a profit before tax to the tune ofRs.68.75 lakh and the profit after tax for the year is 52.39 lakh Earning per share for2020-21 is Rs.1.25/-.

TRANSFER TO RESERVES:

The company has not transferred any amount to Reserves and Surplus Account for thefinancial year 2020-21.

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 2020-21.

SHARE CAPITAL:

As on 31st March 2021 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.

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.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

RESIGNATION AND APPOINTMENT:

During the year there were no changes in the composition of Board of Directors and KeyManagerial Personnel. However the whole-time Director Dr. Chandra Sekhar Vanumu has beenre-appointed as an executive Director for a further period of 3 years w.e.f 29.07.2020with the approval of members vide Annual General Meeting dated 29.08.2020.

BOARD STRUCTURE INCLUDING KMP AS ON 31.03.2021:There is no change in thecomposition of the Board during the Year.

S. No DIN/PAN/ Membership No. 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 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 and Nomination andRemuneration Committee are as follows. Please be noted that there are no changes incomposition 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 2013other applicable provisions and rules of the said Act with the following members.

S. No. 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 2020-21.

S. No. Meeting Date Attendance
1. 25.06.2020 3
2. 07.11.2020 3
3. 13.03.2021 2

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.

S. No. 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 twice during the financial year2020-21.

S. No. Meeting Date Attendance
1. 29.07.2020 2
2. 12.03.2021 2

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to Sec 178 of Companies Act 2013 the Company is not required to constituteStakeholder Relationship Committee and Company secretary & Compliance Officer isentrusted with the responsibility of reviewing and resolving the Investor Complaints ifany and report to the Board on the same from time to time.

MEETINGS OF BOARD OF DIRECTORS HELD DURING THE FINANCIAL YEAR 2020-21 AND ATTENDANCE OFDIRECTORS THEREOF: Meetings of Board of Directors:

The board of directors met 5 (Five) times during the financial year 2020-21 on:

S. No. Date of Board Meeting No. of Directors attended
1. 26.06.2020 5
2. 29.07.2020 3
3. 07.11.2020 3
4. 20.11.2020 3
5. 13.03.2021 3

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 5 4 Yes
2. Mr. Samuel Alemu Non-Executive Director 5 4 Yes
3. Mrs. Sarada Devi Medikundam Non-Executive Director 5 3 Yes
4. Ms. Bukkaraju Venkata Jaganmohan Non-Executive Director 5 1 Yes
5. Mr. Sreenivas Kartragadda Independent Director 5 2 Yes
6. Mr. Koduri Venkata Muralidhar Independent Director 6 1 Yes
7. Dr.Chandrasekhar Vanumu Whole-time Director 6 1 Yes
8. Mr.Rakesh Choudhary Independent Director 6 1 Yes

MEETING OF INDEPENDENT DIRECTORS:

A separate meeting for Independent Directors without the attendance of non-independentdirectors and members of the management was held on 13.03.2021. The independent Directorsreviewed the performance of Non-Independent Directors and Chairperson based on criteriaprescribed by SEBI and Companies Act 2013.

EXTRA-ORDINARY GENERAL MEETING

One Extra-Ordinary General meeting took the place during the year on 19.12.2020 otherthan the members meeting held on 29.08.2020 (AGM) for the purpose of Increasing theAggregate investment limit for Non Resident Indian Investors up to 24% of total paid upequity capital of the Company.

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.

The Performance of the Board was evaluated by the Nomination and Remuneration Committeeafter seeking inputs from all the directors on basis of criteria such as the boardcomposition and 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 31.03.2021.

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).

And pursuant to the Companies (Appointment and Qualification of Directors) Rules 2019all the Independent Directors of the Company have registered themselves with IndependentDirector's Data Bank. Further Mr. Rakesh Choudhary and Mr. Muralidhar Koduri havequalified the online proficiency self-assessment test during the financial year andMr.Sreenivas Katragadda is awaiting the test.

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 directorshad selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company at the end of financial year and of the profit of the Companyfor that period; c) The directors had taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provision of this Act forsafeguarding the Assets of the Company and for preventing and detecting fraud and otherirregularities; d) The directors had prepared the annual accounts on a going concernbasis; 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 theprovisions of all applicable laws and that such systems were adequate and operatingeffectively. g) The company has complied with provisions relating to constitution ofInternal Complaints 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 attributesand 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 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 2020-21.

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 2021 Pursuant to section 92(3) of theCompanies Act 2013 and rule 12(1) of the Companies (Management and Administration) Rules2014 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 31.03.2021

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 ofSEBI(LODR) Regulations 2015 and Part C of Schedule V relating to compliance of CorporateGovernance are not applicable to the Company. Hence the Company need not to comply withthe requirements specified in Part E of Schedule II pursuant to regulation 27 of 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 year2020-21 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 partytransactions.

However the details of existing contracts/arrangements made in the previous financialyears and renewed during the current financial year which were in compliance withapplicable provisions of the Act and at arm's length basis has been reported in Form AOC-2as 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 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
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 informedof all emerging technologies and developments.

c) Foreign Exchange earnings & Out go

i. Earnings : Rs. 36696789/-
ii. Out go : Rs.705689/-

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 2020-21 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 2021 are proportionate with the size and nature of business of theCompany which includes budgetary control monitoring of expenses at various levels ofauthority monitoring the adherence of company's policies in preparing and reporting thefinancial information monitoring all the internal controls through internal audit processetc.

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. Since the term of Statutory Auditors was concluded in the AGM heldin the year 2020 and the SPC

& Associates Chartered Accountants are eligible for the re-appointment as per theProvisions of Companies Act 2013 and other applicable rules made thereunder theNomination and Remuneration Committee and the Board of Directors have recommended there-appointment of the same Auditors i.e SPC & Associates Chartered Accountants asStatutory Auditor of the Company for a further period of 2 consecutive years with effectfrom the conclusion of 15th AGM till the conclusion of 17th AGMwhich will be held in the year 2022 and the same was approved by the members of thecompany vide General Meeting Dated 29.08.2020.

There is no qualification reservation adverse remark or disclaimer by the statutoryAuditors mentioned in their report for the financial year 2020-21.

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 for the financial year 2020-21 in the Meeting of Boardof Directors held on 29.07.2020. The Secretarial Audit Report is attached herewith as

Annexure II.

Further there were no qualifications or observations mentioned in the Secretarial AuditReport.

INTERNAL AUDITORS:

Pursuant to Section 138 of Companies Act 2013 read with Rule 13 of Companies(Accounts) Rules 2014 Mr. Kiran Kumar Epari has been appointed as an Internal Auditor ofthe company. The Internal Auditor directly reports to the Audit Committee. The Audit isbased on an internal audit plan which is reviewed and approved by the Audit Committee. Thecommittee reviews the internal audit reports periodically the suggestions for improvementare 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 materialorders passed by any regulatory authority court or tribunal which shall impact the goingconcern status of the Company.

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 isavailable 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 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 thecompany.But due to lock down imposed by regulatory authorities caused by COVID-19pandemic the company has implemented remote working policies and continuing the same from23/03/2020 to till date. All the business meetings are also being conducted throughvirtual presentations. But there were no significant effects on the financial ornon-financial parameters of the company except a slight slowdown in the businessoperations since most of the operations depend on US holding Company.

The Internal Auditor has tendered his resignation due to his personal pre-occupationsand Ms. V S K Jyothi has been appointed as an Internal Auditor vide Board Meeting dated21.06.2021.

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
Praveen Chakravarthy Medikundam
Chairman & Director
DIN: 02816167

Place: Hyderabad

Date: 24.07.2021

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