To,
The Members
M/s. LEX NIMBLE SOLUTIONS LIMITED Hyderabad.
Dear Members,
Your directors have pleasure in presenting the Company's 19th Annual Report with the Audited financial statements of the Company for the Year ended 31st March, 2024.
FINANCIAL HIGHLIGHTS:
SUMMARY OF BUSINESS OPERATIONS:
During the year 2023-24 the company has earned a profit before tax of Rs.113.23 lakhs and the profit after tax for the year is 87.63 lakhs. Earning per share for 2023-24 is Rs. 2.09/-.
TRANSFER TO RESERVES:
The company has not transferred any amount to Reserves and Surplus Account for the financial year 2023-24.
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 2023-24.
SHARE CAPITAL:
As on 31st March, 2024, 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 31.03.2024:
There are changes in the KMP of the company during the Year.
RESIGNATION AND APPOINTMENT:
During the year, there have been changes in the composition of Key Managerial Personnel. Mr. Yogiraj Hemant Atre has resigned from his position as Company Secretary due to personal reasons. Ms. Swarali Shingne has been appointed as the new Compliance Officer and Company Secretary, effective March 1, 2024.
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.
Meetings:
Members of Audit Committee met four times during the financial year 2023-24.
NOMINATION AND REMUNERATION COMMITTEE:
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.
Members of Nomination & Remuneration Committee met thrice during the financial year2023-24.
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 2023-24 AND ATTENDANCE OF DIRECTORS THEREOF: Meetings of Board of Directors:
The board of directors met 5 (Five) times during the financial year 2023-24 on:
Attendance of Directors
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 05.06.2023. 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 Nomination and Remuneration Committee evaluated the Performance of the Board 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 board evaluated the performance of Committees 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 31.03.2024.
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 2023-24.
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 2024 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 31.03.2024
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 of SEBI (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 2023-24 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:
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,
iii. However the Company has making continuous efforts to keep the employees informed of all emerging technologies and developments.
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 2023- 24 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, 2024 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 Akasam & Associates, Chartered Accountants, Hyderabad, (Firm's Regn. No: 005832S) be and are hereby appointed as Statutory Auditors of the Company from the conclusion of the Eighteenth (18th) Annual General Meeting (AGM) till the conclusion of the Twenty Third (23rd) AGM to 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 2023-24.
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 2023-24 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 the cooperation extended by all stakeholders and employees through their dedication, hard work, and commitment. Our Directors also convey their thanks and appreciation to the valued customers and dealers for their continued patronage.