M/s. LEX NIMBLE SOLUTIONS LIMITED
Your Directors have pleasure in presenting the Company's 13th Annual Report with theAudited financial statements of the Company for the Year ended 31st March 2018.
(Amount in Rs. )
|No Particulars ||31.03.2018 ||31.03.2017 |
|1 Income from Operations ||17604158 ||16435299 |
|2 Other Income ||2117966 ||995245 |
|3 Other Expenses ||7740640 ||3120477 |
|4 Finance Charges ||- ||- |
|5 Depreciation ||483017 ||588122 |
|6 Profit Before Tax and Exceptional items ||3029024 ||1022004 |
|7 Tax Including deferred tax ||1343110 ||300261 |
|8 Profit After Tax ||1685914 ||721743 |
SUMMARY OF BUSINESS OPERATIONS:
During the year 2017-18 the company has earned a profit before tax to a tune ofRs.30.29 Lakh as compared to a profit of Rs.10.22 lakh in the previous financial yeari.e.2016-17 and the profit for after tax for the year is 16.85 lakh against a profit ofRs. 7.21 lakh during the previous financial year. Though the profit was increased theEarning per share was reduced due increase in no. of shares through Bonus shares issue andpreferential allotment.
OUTLOOK ON STATE OF THE COMPANYS AFFAIRS:
The company is a Subsidiary of Lex Nimble Solutions Inc. USA. The company is mainlyengaged in business of appraisal advisory certification training and related services onquality models. The major revenue streams being IT application development maintenanceand support corporate training and consulting.
During the year under review there is no change in nature of the business of theCompany. The affairs of the Company are conducted in accordance with the accepted businesspractices and within the purview of the applicable legislations.
MATERIAL CHANGES OCCURRED AFTER T HE END OFFINANCIAL YEAR AND BEFORE THE DATE OF THISREPORT: LISTING:
Your Directors are pleased to share that your Company has got listed under the BSE-SMEExchange by issuing 1112000 e shares of the Company into the open market. And your quityDirectors have pleasure to welcome the new members into the Lex Nimble F who have amilyacquired the shares through Initial Public Offer.
The company has also ventured into the CMMI Consulting and ISO certifications andtrainings for which the required funds were acquired through Initial Public Offer.
Since your Company is concentrating on capturing the market in the perspective of CMMIand
ISO certifications Your Directors strongly be that the company will definitely a lievechieve better results in the coming years not only in ter of operational profit butms interms of also maximization of shareholders wealth.
No dividend has been declared during the year.
As on 31st March 2018 the authorized capital of the company was Rs. 57000000/-comprising 5700000 equity shares of Rs.10/-each and the issued subscribed and paid upshare capital of your Company stood at Rs. 30780000/- comprising 3078000 equityshares of Rs.10/- each.
During the year your company has increased its authorized capital fromRs.7000000/- to Rs.57000000/- w.e.f 24th July 2017 During the year your company hasincreased the paid -up share capital by issuing 2558890
Equity shares of Rs.10/- each through Bonus issue of shares on 26th July 2017 in theratio of 5:1 and by issuing 7332 equity shares of Rs.10/- each to Smt. Sarda DeviMedikundam through preferential allotment of shares.
The Company has not transferred any amount to Reserves during the financial year2017-18.
COMPOSITION OF THE BOARD AND DETAILS OF BOARD MEETINGS
|Sl. No Name of Directors as on 31.03.2018 ||Designation ||No. of Meetings Attended in the FY 2017-18 |
|1 Mr. Praveen Chkravarthy Medikundam ||Chairman and Non- Executive Director ||12 |
|2 Mr. Samuel Alemu ||Non-Executive Director ||2 |
|3 Mrs. Sarada Devi Medikundam ||Women Non-Executive Director ||10 |
|4 Ms. Bukkaraju Venkata Jaganmohan ||Independent Director ||1 |
|5 Mr.Sreenivas Kartragadda ||Independent Director ||1 |
|6 Mr.Nalin Kumar Patel ||Independent Director ||1 |
|7 Dr.Chandrasekhar Vanumu ||Executive Director ||3 |
|8 Mr.Rakesh Choudhary ||Independent Director ||3 |
Number of Board Meetings held during the financial year 2017-18:
The board of directors met 12 (Twelve) times during the year 2017-18 on:
|Sl.No. ||Date of Board Meeting ||No. of Directors attended |
|1 ||04.05.2017 ||2 |
|2 ||12.05.2017 ||2 |
|3 ||26.05.2017 ||2 |
|4 ||05.06.2017 ||2 |
|5 ||26.07.2017 ||2 |
|6 ||09.08.2017 ||2 |
|7 ||25.10.2017 ||2 |
|8 ||10.11.2017 ||2 |
|9 ||16.11.2017 ||2 |
|10 ||29.11.2017 ||5 |
|11 ||05.12.2017 ||4 |
|12 ||15.02.2018 ||6 |
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The following are the Key Managerial Personnel of the Company pursuant to section 203of the Companies Act 2013 as on 31.03.2018
|1.Dr.Vanumu Chandrasekhar ||Whole-time Director |
|2.Ms. Kavitha Somavarapu ||Company Secretary |
During the year Sri. Sundareswara Rao Medikundam ceased his Directorship of thecompany due to death and Dr. Vanumu Chandrasekhar has been appointed as Whole-timeDirector in the company w.e.f 25.10.2017
During the year Mr. Rakesh Choudhary Mr. Sreenivas Katragadda Mr. Bukkaraju VenkataJaganmohan Mr. Nalin Patel have joined the Board as Independent Directors w.e.f22.11.2017
During the year Ms. Kavitha Somavarapu was appointed as Company secretary of theCompany w.e.f. 05.12.2017.
Apart from above there were no changes in the composition of Board of Directors and KeyManagerial Personnel.
However after the closure of financial year and as on reporting date Ms. UdayasriMavuleti was appointed as Chief Financial Officer of the Company w.e.f 02.04.2018 and Mr.Bukkaraju Venkata Jaganmohan has been redesignated as Non-executive Director inconsequence of his being disqualified to continue as an Independent Director due toacquiring the interest in capital of the company by holding 196000 equity shares in theCompany through Initial Public Offer.
COMMITTEES OF THE BOARD:
The details of the Committees of the Board viz. Audit Committee Nomination andRemuneration Committee and Stakeholders Relationship Committee are as follows.
Description and Terms of reference:
Pursuant to Sec 177 of the Companies Act 2013 other applicable provisions and rulesof the said Act and pursuant to SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 The Audit Committee was constituted vide Board Meeting dated 5thDecember 2017.It oversees the financial reporting process reviews the major accountingpolicies recommends the appointment and reappointment of Statutory Auditors and discusswith the Statutory Auditors as and when required about their findings suggestionsobservations and other related matters.
The Composition of the Audit Committee is as follows:
|Sl.No. Name ||Designation ||Category |
|1 Mr.Rakesh Choudhary ||Chairman ||Non-Executive & Independent Director |
|2 Dr. Chandrasekhar Vanumu ||Member ||Executive Director |
|3 Mr. Nalin Kumar patel ||Member ||Non-Executive & Independent Director |
Since The Audit Committee was constituted as a prerequisite of Listing and the Companywas not listed in the financial year 2017-18 No meetings were conducted during thefinancial year 2017-18 however the Audit committee meeting are being conducted as per theprovisions of Companies Act 2013 in the financial year 2018-19.
NOMINATION AND REMUNERATION COMMITTEE:
Description and Terms of reference:
Pursuant to Sec 178 of the Companies Act 2013 other applicable provisions and rulesof the said Act and pursuant to SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 The Nomination & Remuneration Committee was constituted vide BoardMeeting dated 5th December 2017. It formulates the procedures for selection andappointment of new directors remuneration policy and policies relating to evaluation ofBoard and Independent Directors.
The composition of Nomination & Remuneration Committee is as follows:
|Sl.No. Name ||Designation ||Category |
|1 Mr.Sreenivas Katragadda ||Chairman ||Non-Executive & Independent Director |
|2 Mr. Jaganmohan Venkata Bukkaraju ||Member ||Non-Executive & Independent Director |
|3 Mr. Praveen Chakravarthy Medikundam ||Member ||Non-Executive Director |
Since The Nomination & Remuneration Committee was constituted as a prerequisite ofListing and the company was not listed in the financial year 2017-18 No meetings wereconducted during the financial year 2017-18 however the committee meeting are beingconducted as per the provisions of Companies Act 2013 in the financial year 2018-19.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
Description and Terms of reference:
The Stakeholder Relationship Committee was constituted vide Board Meeting dated 5thDecember2017. This committee will address all the grievances/Complaints ofshareholders/investors.
Composition of Stakeholder Relationship Committee is as follows:
|Sl.No. 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 |
Since the committee was constituted to address the grievances of shareholders duringand /or after the listing of shares under BSE-SME platform the committee meetings werenot conducted during the financial year 2017-18 as the company has got listed on04.04.2018 i.e. in the financial year 2018-19.
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 on29.07.2015 till the conclusion of the Fifteenth (15th) AGM to be held in the year 2020subject to ratification of their appointment at every AGM accordingly put forth forshareholders ratification at the Annual General Meeting.
The Company has received letter from them to the effect that their ratification ofappointment if made would be within the prescribed limits under Section 141 of theCompanies Act 2013.
EXTRACT OF ANNUAL RETURN:
Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014 extract of annual return enclosed as Annexure-1.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your 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.
INTERNAL FINANCIAL CONTROLS:
The internal financial controls with reference to the Financial Statements for the yearended 31st March 2018 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 companys policies in preparing and reportingthe financial information etc.
DECLARATION BY INDEPENDENT DIRECTORS:
Mr. Sreenivas Katragadda Mr. Nalin Kumar patel Mr. Rakesh choudhary and Mr. BukkarajuVenkata Jaganmohan are the Independent Directors on the Board of your Company as on31.03.2018. In the opinion of the Board and as confirmed by these Directors they fulfillthe conditions specified in section 149(6) of the Act and the Rules made thereunder abouttheir status as Independent Directors of the Company.
However Mr.Venkata Jaganmohan Bukkaraju has been redesignated as a Non-ExecutiveDirector after the completion of financial year 2017-18 and before the reporting date.
MEETING OF INDEPENDENT DIRECTORS:
A separate meeting for Independent Directors without the attendance of non-independentdirectors and members of the management was held on 31.03.2018. The independent Directorsreviewed the performance of Non-Independent Directors and Chairperson. And the independentdirectors have also prepared a questionnaire taking into account the criteria prescribedby SEBI for such evaluation to be filled and submitted to the independent directors fromthe next meeting.
POLICY ON DIRECTORS APPOINTMENTS AND REMUNERATION INCLUDING CRIETERIA FORDETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES ETC.: Not Applicable for thefinancial year 2017-18
Not applicable for the financial year 2017-18. However Mr.V.Bhaskara Rao A practicingCompany Secretary has been appointed as a Secretarial Auditor for the financial year2018-19.
EXPLANATIONS ON QUALIFICATIONS MADE BY THE AUDITORS:
There were no qualifications reservations or adverse remarks or disclaimers made by(i) Statutory Auditors i.e. M/s. SPC & Associates Chartered Accountants Hyderabad intheir independent Audit Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT2013
Your directors report that your company has not made any loans guarantees orinvestments during the financial year 2017-18 under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company is in compliance with provisions of sec 188 of companies Act 2013 w.r.tall related party transactions. Pursuant to Section 134(3)(h) and Rule 8(2) of Companies(Accounts) Rules 2014 The particulars of contracts with related parties referred to insub-section (1) of Section 188 in Form No. AOC-2 are provided in Annexure-2 to this Report
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 |
However the Company has making continuous efforts to keep the employees informed of allemerging technologies and developments which are relevant to Business of the Company.
c) Foreign Exchange earnings & Out go
|i) Earnings ||: Rs. 15481158/- |
|ii) Out go ||: Nil |
RISK MANAGEMENT POLICY
The Company does not have any Risk Management Policy as the elements of riskthreatening the Companys existence are very minimal.
SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES AND REPORT ON THE PERFORMANCE OFJOINT VENTURE
The company has no Subsidiaries Associate Companies and Joint Ventures.
Your Directors report that the company has neither accepted nor renewed any depositscovered under Chapter V of the Act during the year under review.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:
None of the orders passed by Court or Tribunal has impact on the going concern statusof the Company or significant impact on Company's operations.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013.
No cases were filed pursuant to the Sexual Harassment of Women at Work Place(Prevention Prohibition and Redressal) Act 2013 during the year under review.
WHISTLE BLOWER POLICY
The Company does not have a Whistle Blower Policy in the financial year 2017-18.However the same has been established after closure of the financial year and before thereporting date for directors and employees to report concerns about unethical behavioractual or suspected fraud or violation of the Company's code of conduct or ethics policy.The details are disseminated on the website of the company i.e www.lexnimble.in
Your Company treats its human resources as one of its most important assets. YourCompany continuously invests in attracting retaining and development of talent on anongoing basis. Your Company's thrust is on the promotion of talent internally through jobrotation and job enlargement.
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 |
| ||Lex Nimble Solutions Limited |
|Place: Hyderabad ||Praveen Chakravarthy Medikundam |
|Date: 21.07.2018 ||Director &Chairman |
| ||DIN: 02816167 |