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LAXMI DENTAL LTD.

21 January 2025 | 03:59

Industry >> Medical Equipment & Accessories

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ISIN No INE0WO601020 BSE Code / NSE Code 544339 / LAXMIDENTL Book Value (Rs.) 13.17 Face Value 2.00
Bookclosure 52Week High 584 EPS 4.51 P/E 118.83
Market Cap. 2944.32 Cr. 52Week Low 525 P/BV / Div Yield (%) 40.69 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2024-03 

Your directors have the pleasure in presenting the 20th (Twentieth) Annual Report on the business and operations of the Company, together with the audited financial statements of your Company for the year ended March 31, 2024.

1. Financial Summary or Performance of the Company:

(? in Million)

Particulars

Standalone

Consolidated

2023-24

2022-23

2023-24

2022-23

Revenue from Operations

1393.88

1257.71

1935.55

1616.31

Other Income

52.94

76.16

17.09

22.13

Total Income

1446.82

1333.87

1952.64

1638.44

Profit before Depreciation, Finance Costs, Tax and Exceptional items

165.61

137.12

254.99

111.77

Less: Depreciation and amortization expenses

91.21

94.01

119.36

109.94

Less: Finance Cost

42.17

37.47

49.54

40.94

Less: Exceptional Item

-

-

0.85

3.50

Profit Before Tax

32.23

5.64

85.24

(42.61)

Less: Tax Expense

(104.20)

0.03

(94.17)

1.88

Share in Profit after Tax of Joint Venture

90.67

8.55

88.88

6.02

Profit/(Loss) After Tax for the year from continuing operations

227.10

14.16

268.29

(38.47)

Loss Before Tax from Discontinuing Operations

-

-

(16.00)

(3.16)

Profit/(Loss) for the year

227.10

14.16

252.29

(41.63)

Total Comprehensive Income

230.95

17.07

250.89

(40.82)

(The name of the Company has been changed from Laxmi Dental Exports Private Limited to Laxmi Dental Private Limited and further from Laxmi Dental Private Limited to Laxmi Dental

Limited with Corporate Identity Number: U51507MH2004PLC147394 with effect from August 02, 2024 consequent upon conversion to Public Company)

2. Results of business operations and the state of company's affairs

i. Standalone performance

During the financial year, the Company has prepared its accounts under Indian Accounting Standards ("Ind AS") and previous year figures have been reinstated accordingly. The Company on a standalone basis has reported total income of ? 1,446.82 Million against ? 1,333.87 Million in the previous financial year. The profit (after tax) stood at ? 227.10 Million against ? 14.16 Million in the previous financial year.

ii. Consolidated Performance

During the financial year, the Company on a consolidated basis has reported total income of ? 1,952.64 Million against ? 1,638.44 Million in the previous financial year. The profit (after tax) stood at ?252.29 Million against ? (41.63) Million in the previous financial year.

The Company's financial performance for the year 2023-24 shows good improvement compared to the previous year. On a standalone basis, revenue from operations increased by 10.83% to ?1,393.88 million in FY 2023-24 from H,257.71 million in FY 2022-23, while profit after tax rose substantially to ? 227.10 million in FY 2023 - 24 from ? 14.16 million in FY 2022-23. On a consolidated basis, revenue from operations grew by 19.75% to ?1,935.55 million in FY 2023-24 from ? 1,616.31 million in FY 2022-23, with profit/(loss) for the year improving to ? 252.29 million in FY 2023-24 from a loss of ?(41.63) million in FY 2022-23.

These year-on-year comparisons demonstrate the Company's strong growth momentum and improving financial health.

State of Company's Affairs and Operations

We Laxmi Dental Limited (Formerly Known as "Laxmi Dental Export Private Limited") have a brand presence of more than 20 years and we are amongst the top two largest dental laboratories in India based on revenue for the Fiscal 2023. We are a vertically integrated and B2B2C dental aligner company, and the largest and most profitable indigenous dental aligner company in terms of revenue from operations and Profit after Tax ( PAT ) Margin respectively as of March 31, 2023. We manufacture our dental products across our six manufacturing facilities and five supporting facilities spread across more than 1,00,000 square feet as of March 31, 2024.

We are amongst the top two largest dental laboratories in India based on revenue for Fiscal 2023. Our laboratory has an extensive brand presence of more than 20 years in the dental laboratories business and has evolved from a two-member dental laboratory to an integrated dental products company. We are amongst the top two largest dental laboratories in India by revenue for Fiscal 2023 catering to domestic markets and international markets including USA, UK and Europe. Among the Indian dental labs, we are the largest exporter in terms of export value as of December, 2023, for custom made dental prosthesis, catering primarily to US and UK. We are the preferred partner for one of the largest DSO in the USA with more than 1,650 clinics in the USA . Having evolved from a two-member dental laboratory to an integrated dental products company, we now have a legacy of 20 years in the dental laboratories business with a reach of over more than 20,000 dental clinics, dental companies and dentists between Fiscals 2022 to 2024 ("Dental Network").

In terms of retail sales, the Indian market for custom-made crowns and bridges is estimated to grow from USD 1.4 billion in 2023 to USD 3.1 billion in 2030 at a higher rate of 11.8% compared to the global market which is estimated to grow from USD 71 billion in 2023 to USD 121.6 billion in 2030 at a rate of 8.0%. Ihe Indian dental laboratories market is characterised by the presence of fragmented and unorganized dental laboratories with less than ten technicians and a dearth of quality management standard compliant dental products. Changing regulatory requirements in the medical devices sector is expected to transition the fragmented and unorganized dental products and consumables market to organized and consolidated market dominated by companies focusing on quality, operational efficiency, and consumer experience.

3. Change in nature of business

During the year, there was no change in the nature of business of the Company and the Company continues to focus on improving its operational efficiencies.

4. Declaration of Dividend

To conserve the resources of the company, your Director's do not recommend any dividend for the financial year ended on March 31, 2024.

5. Amount Transferred to Reserves

During the period under review no amount is proposed to be carried to any reserve account from profit and loss account.

6. Transfer of unclaimed dividend to investor education and protection fund

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid during the financial year 2023-2024.

7. Financial Statements

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS" ) as notified under Section 133 of the Companies Act, 2013 read with the Companies Accounts Rules, 2014 for the FY 2023-24.

The standalone and consolidated financial statements up to year ended March 31, 2023 were prepared in accordance with the accounting standards notified under the section 133 of the Act, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 ("Indian GAAP" or "Previous GAAP"). These standalone and consolidated financial statements for the year ended March 31, 2024 are the first set of financial statements prepared in accordance with Ind AS. The date of transition to Ind AS is April 01, 2022.

The standalone financial statements for the year ended March 31, 2023 and the opening Balance Sheet as at April 01, 2022 have been restated in accordance with Ind AS for comparative information. Reconciliations and explanations of the effect of the transition from previous GAAP to Ind AS on the Balance Sheet, Statement of Profit and Loss (including Comprehensive Income) and Cash Flow Statement are provided in the financial statements. Accounting policies have been consistently applied to all the years presented except where a newly issued accounting standard is initially adopted or a

revision to an existing accounting standard requires a change in the accounting policy thereto in use.

The Guidance Note on Division II - Schedule III to the Companies Act, 2013 issued by the Institute of Chartered Accountants of India ("ICAI") has been followed in so far.

The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the year ended March 31, 2024.

8. Revision of Financial Statement

There was no revision of the financial statements for the year under review.

9. Subsidiaries, Joint ventures and Associate companies

Our Company's Subsidiaries, Joint Venture and Associates as furnished in Annexure- A and attached to this report.

10. Particulars of Loans to Directors, Subsidiary Companies as Interested Companies of Director under Section 185 of Companies Act, 2013.

During the financial year 2023-2024 under review, the Company had not granted any loans to any Directors of the Company.

The Company had advanced loans to Interested Entities of the Directors, in compliance of Seciont 185 of Companies Act, 2013 by passing Special Resolution in Extra-Ordinary General Meeting ("EGM") of the Company and not granted any loan - secured or unsecured to companies, firms, limited liability partnership or other parties covered in the register maintained under the Companies Act 2013 during the year.

11. Share Capitali. Authorised Share Capital:

As on March 31, 2024, the Authorised Share Capital of the Company was Rs. 14,46,00,000 (Rupees Fourteen Crore Forty Six Lakhs only) divided into 24,60,000 Equity Shares of 10/- each (Rupees Ten only) aggregating upto Rs. 2,46,00,000 (Two Crore Forty Six lakhs Only) and 3,00,000 (Three lakhs) Series A Compulsory Convertible

Preference Shares with voting rights of Rs. 400/- (Rupees Four Hundred only) each aggregating upto Rs. 12,00,00,000 (Rupees Twelve Crores Only).

ii. Paid-up Share Capital:

As on March 31, 2024, the paid-up equity share capital of the Company was Rs. 11,93,17,940 (Rupees Eleven Crores Ninety Three Lakhs Seventeen Thousand Nine Hundred and Forty Only) divided into 3,07,914 (Three Lakh Seven Thousand Nine Hundred and Fourteen) Equity Shares of Rs. 10/- each (Rupees Ten only) aggregating upto Rs. 30,79,140 (Thirty lakh Seventy Nine Thousand One Hundred and Forty) and 2,90,597 (Two Lakh Ninety Thousand Five Hundred and Ninety Seven) Compulsory Convertible Preference Shares ("CCPS") with voting rights of ?. 400/- (Rupees Four Hundred only) each aggregating upto Rs. 11,62,38,800 (Rupees Eleven Crore Sixty Two lakhs Thirty Eight Thousand and Eight Hundred Only).

iii. Change in Conversion Ratio:

The Company has One (1) foreign investor, Orbimed Asia II Mauritius Limited (surviving entity pursuant to amalgamation of OrbiMed Asia II Mauritius FDI Investments Limited) who had invested in the Company in 2015 and initially acquired 100 equity shares of face value of INR 10 each and 2,90,597 Series A Compulsorily Convertible Preference Shares of face value of INR 400 each ("CCPS") and pursuant to the sub-division and bonus issuance on the equity shares of the Company, it currently holds 9,000 equity shares having face value of INR 2 each and 2,90,597 CCPS of INR 400 each. In light of the above mentioned sub-division and the bonus issuances undertaken by the Company, please note that the conversion ratio of the CCPS shall stand adjusted as per the terms of the CCPS, such that each CCPS will now convert into 82.3217377 equity shares of face value of INR 2 each, in compliance with the Foreign Exchange Management Act, 1999 and the extant rules thereunder, including Rule 21 of the Foreign Exchange Management (Non-Debt-Instruments) Rules, 2019 ("NDI Rules"). Further, please note that the shareholding percentage of the foreign investor in the Company, on a fully diluted basis, shall continue to remain the same (refer Annexure 1 for shareholding pattern of the Company).

There was no change or alteration in the Share Capital of the Company, during the financial year ended 31st March, 2024.

Significant Changes in Share Capital before the Annual General Meeting of the Company

i. Increase in Authorised Share Capital of the Company

The Company in its Extra Ordinary General Meeting dated June 07, 2024 increased the Authorised Share Capital of the Company from Rs. 14,46,00,000 (Rupees Fourteen Crores and Forty Six Lakhs only) divided into 24,60,000 (Twenty Four Lakhs Sixty Thousand) Equity Shares of Rs. 10/- (Rupees Ten only) each and 3,00,000 (Three Lakhs) Preference Shares of Rs. 400/- (Rupees Four Hundred only) each to Rs. 25,00,00,000/- (Rupees Twenty Five crores only) divided into 1,30,00,000 (One Crore and Thirty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each and 3,00,000 (Three Lakhs) Preference shares of ? 400/- (Rupees Four Hundred only).

ii. Sub-Division of Shares

The Company in its Extra Ordinary General Meeting dated June 07, 2024, approved the Sub-division of Equity shares of the company having face value of Rs. 10/- each into equity shares having face value of Rs. 2/- each. Consequently, the Paid up Share Capital of the Company is 15,45,300 (Fifteen Lakhs Forty Five Thousand and Three Hundred) Equity Shares of Rs. 2/- (Rupees Two Only) each aggregating upto Rs. 30,90,600 (Thirty Lakhs Ninety Thousand and Six Hundred).

iii. Bonus Issue of Shares

The Board of Directors at their meeting held on May 14, 2024, approved the allotment of 2,62,70,100 (Two Crore Sixty Two Lakh Seventy Thousand and One Hundred Only) fully paid up bonus equity shares of the Company, in proportion of 1 (One) equity share for every 17 (Seventeen) existing fully paid up equity shares held by the existing members/the allottee's including the details as mentioned below, whose name appears as on the record date i.e. June 14, 2024.

The issue of bonus equity shares shall result in increase in paid-up share capital of the Company, in the below manner:

The Paid-up share capital of the Company is Rs.17,18,69,600 (Rupees Seventeen Crore Eighteen Lakh Sixty Nine Thousand Six Hundred Only) divided into 2,78,15,400 (Two Crore Seventy Eight Lakh Fifteen Thousand Four Hundred) Equity Shares of Rs. 2/- each (Rupees Two only) aggregating upto Rs. 5,56,30,800 Equity

Shares of Rs. 2/- each (Rupees Two Only) and 2,90,597 Compulsory Convertible Preference Shares with voting rights of Rs. 400/- (Rupees Four Hundred only) each aggregating upto Rs. 11,62,38,800 (Eleven Crore Sixty Two Lakh Thirty Eight Thousand Eight Hundred).

12. Employees Stock Option Plan:

The Company has not provided any Stock Option Scheme to the employees as on 1 March 31, 2024.

13. Change in registered office of the company

There is no change in nature of business during the period under review.

14. Insurance

The Company has adequately insured the Company's Properties.

15. Deposits

The Company has not accepted any deposits during the year in terms Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

16. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo

The information pertaining to conservation of energy, technology absorption, Foreign Exchange earning, and outgo as required under section 134 (3) (m) of the companies act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in "Annexure -B" and is attached to this report.

17. Composition & Constitution of Board of Directors:

As on March 31, 2024 the Board of your Company comprises of following Seven Directors.

Sr.no

Name of Directors

DIN Numbers

1

Rajesh Vrajlal Khakhar

00679903

2

Sameer Kamlesh Merchant

00679893

3

Jigna Rajesh Khakhar1

01044469

4

Amrish Mahendrabhai Desai1

00382796

5

Parag Jamnadas Bhimjiyani1

00382868

6

Hasmukh Vrajlal Khakhar1

00383038

7

Sumona Chakraborty#

09597426

# During the Financial Year Mrs. Sumona Chakraborty (DIN: 09597426) was appointed as an additional director of the company with effect from August 30, 2023, and appointed as Director in Annual General Meeting w.e.f. September 21, 2023, Further, Mr. Sunny Sharma has resigned from the post of director of the company with effect from 28th August, 2023.

Subhash & Associates Chartered Accountants to hold office as Statutory Auditors of the Company until the conclusion of the ensuing Annual General Meeting.

Further, your Directors recommend appointment of M/s. MSKA and Associates, Chartered Accountants, Mumbai, (FRN - 105047W) for period of 5 years to hold office from the ensuing Annual General Meeting till the conclusion of 24th Annual General Meeting to be held for the financial year 2028-2029 to audit financial accounts of the Company for the financial year 31.03.2024 and from 01.04.2024 till 31.03.2029.

Further, they have, under section 139(1) of the Act and the rules framed there under furnished a certificate of their eligibility and consent for appointment.

ii. Auditor's report on Emphasis of Matter paragraphs with respect to auditor reports issued dated September 3„ 2024 on the IND AS Standalone and Consolidated Financial Statements of the Group and its jointly controlled entity as at and for the year ended March 31, 2024.

There are no qualification or any adverse remark against our company except the following amount outstanding for a period of more than nine months for one of its related party.

As at March 31, 2024, the Company had trade receivable outstanding from one of it's related parties amounting to INR 151.34 million ( March 31, 2023 : INR 128.39 million) including foreign currency receivable amounting to INR 64.97 million (31 March 2023 : INR 43.12 million) outstanding for a period of more than nine months. This has resulted in non-compliances of various regulations, circulars and notifications issued under the Foreign Exchange Management Act, 1999 ("FEMA Regulations"), which require the receivables to be settled within 9 months. However, subsequent to March 31, 2024 the Company has collected entire balance outstanding for a period more than 9 months as on March 31, 2024. The aforesaid amount has been eliminated as a consolidation adjustment at the Group level since the amount receivable was from a Foreign Subsidiary of the Holding Company.

The management is in the process of evaluating and regularizing the requisite compliances under FEMA Regulations and the company is in process of filling application before its AD Category -I banks. Accordingly, the consequential impact on the financial statements is not ascertainable at present.

iii. Cost Auditor

The provision of maintenance of cost audit records and filing the same is not applicable to the Company.

iv. Secretarial Auditors

The provisions of section 204 of the Companies Act, 2013 relating to submission of Secretarial Audit Report is not applicable to the Company

v. Internal Auditors

The provisions of section 138 of the Companies Act, 2013 relating to conduct the internal audit is not applicable to the Company.

20. Directors' responsibility statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) in the preparation of the annual accounts for year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

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 the financial year as on March 31, 2024 and of the profit and loss 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 provisions 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; and

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 operational 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.

21. Corporate Social Responsibility ("CSR") Policy:

The Company has not developed and implemented any policy on Corporate Social Responsibility initiatives as the provisions of section 135 of Companies Act, 2013 are not applicable to the Company.

22. Company s policy relating to director's appointment, payment of remuneration and

discharge of their duties

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

23. Remuneration of employees:

The Company had no employee during the year covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

24. Disclosure under Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) act, 2013

The Company has been committed to create and provide an environment that is free from any kind of discrimination and harassment including sexual harassment. The Company has formulated and adopted an Anti-Sexual Harassment Policy in line with requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013'PoSH1) and Rules made thereunder that provides a mechanism for the resolution, settlements or prosecution of acts or instances of sexual harassment at workplace and to ensure that all employees are treated with respect and dignity. All employees whether permanent/contractual/temporary/ trainees are

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The composition of Internal Complaints Committee is as below:

Sr. No.

Name

Designation

1.

Sonal Shingare

Presiding officer

2.

Samata Gwalani

Member

3.

Ashwini Gawande

Member

4.

Dattatray Bansode

Member

25. Website

The Company has developed and maintained its fully functional website www.laxmidentallimited.com which has been designed to exhibit the detailed information on the Company's business.

26. Particulars of Contracts or Arrangements entered with Related Parties

The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the standalone financial statements as required under Indian Accounting Standard 24 "Related Party Disclosures" specified under Section 133 of the Act.

All transactions with related parties during FY 2023-24 were reviewed and approved by the Board of Directors and were at Arm's Length Price (ALP) and in the Ordinary Course of Business (OCB).

Pursuant to the third proviso of Section 188(1) of the Act, the compliance with the provisions of Section 188(1) is not applicable, where all related party transactions are carried out in the OCB and under ALP basis. Accordingly, the disclosure of RPTs as required under Section 134(3) (h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 in form AOC-2 is not applicable to the Company for FY 2023- 24.

27. Board Meeting:

During the Financial Year 2023-2024, ten meetings of the Board of Directors of the company were held. Followings are the dates of board meetings which were held during FY 2023-24,

Sr. No

Date of Meeting of Board

(DD/MM/YYYY)

Total Number of directors associated as on the date of meeting

No of Directors present at the meeting

1

17.04.2023

7

3

2

07.06.2023

7

3

3

16.06.2023

7

3

4

30.06.2023

7

3

5

30.08.2023

7

4

6

30.09.2023

7

3

7

10.10.2023

7

3

8

16.11.2023

7

3

9

26.12.2023

7

3

10

01.03.2024

7

3

11

23.03.2024

7

3

Details of attendance of Directors at the Meeting of Board of Directors is mentioned below:

Sr.

No

Name of Director

No of Meeting eligible to attend

No of Meetings attended

1.

Rajesh Vrajlal Khakhar

11

11

2.

Sameer Kamlesh Merchant

11

10

3.

Jigna Rajesh Khakhar

11

02

4.

Amrish Mahendrabhai Desai

11

01

5.

Parag Jamnadas Bhimjiyani

11

01

6.

Hasmukh Vrajlal Khakhar

11

04

7.

Sunny Sharma

03

03

8.

Sumona Chakraborty

06

02

28. Annual return

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014

29. Internal Financial Control

The Company has adequate internal financial control systems commensurate with its nature of business and size of the operations of the Company including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information and to monitor and ensure compliance with applicable laws, rules and regulations.

The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. The Company's internal audit process covers all significant operational areas and reviews the Process and Control. The Internal Auditor has authority to verify whether the policies and procedures, including financial transactions, are carried out in accordance with defined processes and variations and exceptions (if any) are justified and reported properly.

The company's internal control system has been established on values of integrity and operational excellence. The company's internal control systems are periodically tested. Significant findings are brought to the notice of the Board and corrective measures recommended for implementation. This formalized system internal control facilitates effective compliance of Section 138 of the Companies Act, 2013.

30. Particulars of Loans given. Investments made. Guarantees given and Securities

provided under Sec 186 of Companies Act, 2013.

During the year under review, tire Company has been investing and deploying its surplus funds in securities which were within the overall limit of the amount and within the powers of the Board as applicable to the Company in terms of Section 179 and 186 of the Companies Act, 2013. The particulars of all such loans, guarantees and investments are entered in the register maintained by the Company for the purpose and are appended in notes to the financial statements.

31. Material changes and commitment if any affecting the financial position of the

company occurred between the end of the financial year to which this financial statement relate and the date of the report

i) Conversion of the Company from Private Limited to Public Limited:

The Company proposed to undertake an initial public offer of its equity shares by way of fresh issue and offer for sale of Equity Shares by certain existing shareholders of the

Company (the "Offer for Sale" and such shareholders, the "Selling Shareholders"; the Offer for Sale together with the Fresh Issue, the "Offer" or the "IPO") and listing of the Equity Shares on one or more of the stock exchanges. In order to undertake the Offer, the Company was required to be converted into a public limited company from a private limited company in accordance with the applicable provisions of the Companies Act, 2013, to the extent notified and as amended, and the rules made thereunder (the "Companies Act").

Accordingly, the Board of Directors and shareholders vide special resolution passed by the of the Company at the Extra-ordinary General Meeting held on June 17, 2024 and June 18, 2024, respectively, resolved to convert status of the Company from Private Limited Company to a Public Company limited by shares, by deletion of the word "Private" in the name of the Company pursuant to Section 14 and other applicable provisions of the Companies Act, 2013 i.e. from Laxmi Dental Private Limited to Laxmi Dental Limited.

Further, pursuant to the application made vide form INC- 27 dated July 31, 2024, to the Ministry of Corporate Affairs ("MCA") for conversion of status from Private Limited to Public Limited, the Company has received Certificate of Incorporation dated August 2, 2024 from MCA i.e. ROC, CPC, consequent upon conversion to Public Limited, accordingly the name of the Company stand changed from Laxmi Dental Private Limited to Laxmi Dental Limited with Corporate Identity Number : U85110WB2005PLC102265

ii) Sale of business division

The e Group's business division in USA, i.e., "Alvy Dental Supply" which is primarily

engaged in the business of Dental Laboratories, Dental Consumables and Dental

Machinery. The Group entered into a Contract for Sale of Business dated 16 August,

2024 to sell this business division.

iii) ESOP scheme 2024

The Board of Directors approved the "ESOP Scheme 2024" on August 09, 2024.

iv) Sale of property

The Group vide agreement dt: May 07, 2024 sold the property situated at 105/106/107, Shreyas Industrial Estate to M/s Siddhileela Properties for total consideration of INR 101 millions.

32. Disclosure of composition of audit committee and providing vigil mechanism

Since, the Company is an unlisted Company, does not accept deposits from public and has not borrowed money from banks and public financial institutions in excess of fifty crore rupees, the Company is not required to establish a Vigil Mechanism.

33. Statement concerning development and implementation of risk management policy of

the company

The Company does not have any Risk Management Policy as the elements of risk threatening the Company's existence are very minimal.

34. Compliance with applicable Secretarial Standards:

The Board of Directors affirms that the Company has complied with applicable Secretarial Standards (SS) - SS-1: Meeting of the Board of Directors and SS-2: General Meetings issued by the Institute of Company Secretaries of India which have been mandatory applicable during the year under review.

35. Human Resources:

The well-disciplined workforce which has served the company for several years lies at the very foundation of the company's major achievements and shall well continue for the years to come. The management has always carried out systematic appraisal of performance and imparted employee training at periodic intervals. The company has

always recognized talent and has judiciously followed the principle of rewarding performance.

36. Significant and material orders passed by the regulators or courts or tribunals

impacting the going concern status and company's operations in future

No significant or material orders were passed by the any Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Acknowledgement

Your Directors take this opportunity to convey their deep sense of gratitude for valuable assistance and co-operation extended to the Company by all valued customers, banker and various departments of government and local authorities.

Your Directors also wish to place on record their sincere appreciation for the valued contribution, unstinted efforts and spirit of dedication shown by the Company employees, officers and the executives at all levels which contributed, in no small measure, to the progress and the high performance of the Company during the Year under review.

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Further, Mrs. Jigna Rajesh Khakhar (01044469), Mr. Parag Jamnadas Bhimjiyani (00382868), Mr. Fiasmukh Vrajlal Khakhar (00383038), and Mr. Amrish Mahendrabhai Desai (00382796) have resigned from the post of director of the company with effect from 20th April, 2024 and 27th April, 2024 Respectively. The board expresses their appreciation for their valuable contributions during their tenure as the director of the company.

18. Declaration of independent directors

The provisions of Section 149 of the Companies Act, 2013 pertaining to the appointment of Independent Directors do not apply to our Company as on 31st March 2024.

19. Auditors and Their Reports

i. Statutory Auditors and their report:

During the year under review, M/s. MSKA and Associates, Chartered Accountants, Mumbai, (FRN - 105047W) was appointed as statutory auditor of the Company w.e.f. 27th March 2024 to fill the casual vacancy caused by the resignation of M/s. Abhay