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Directors Report of Max Financial Services Ltd.

Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting the twenty-eighth Board''s Report of Max Financial Services Limited (''MFSL") (''the Company/ formerly Max India Limited") along with the audited Statement of Accounts for the financial year ended March 31, 2016. This Board''s report is prepared on the basis of standalone financial statements of the Company for the year ended March 31, 2016.

As you are aware, the Company was in the midst of a corporate restructuring with an aim to vertically split the Company into three separate listed entities, through a Composite Scheme of Arrangement between the Company, Max India Limited ("Max India/ Erstwhile Taurus Ventures Limited") and Max Ventures & Industries Limited ("MVIL/ Erstwhile Capricorn Ventures Limited") and their respective shareholders and creditors (''Composite Scheme of Arrangement"), enabling the investors in the Company to have a choice, to be associated with specific underlying businesses through separate listed entities, facilitating sharper focus on underlying businesses and unlocking value for shareholders. The said Composite Scheme of Arrangement was approved by the Board of Directors of the Company on January 27, 2015 and subsequently by the members of the Company in a Court convened General Meeting held on July 4, 2015. The Hon''ble High Court of Punjab and Haryana vide its order dated December 14, 2015 ("Order"), sanctioned the said Composite Scheme of Arrangement for transfer of all the assets and liabilities pertaining to each of the demerged undertakings (i.e. Max India and MVIL) with effect from April 1, 2015 (Appointed date) and the said Scheme became effective from January 15, 2016 i.e. the date of filing of the certified copy of the order of the Hon''ble High Court of Punjab and Haryana with the Registrar of Companies, Chandigarh.

Accordingly, the name of the Company was changed from "Max India Limited" to "Max Financial Services Limited" and the Company received a fresh certificate of incorporation dated February 1, 2016 from Registrar of Companies, Chandigarh. Further details regarding the demerger and its financial implications are explained in detail in the Order of the Hon''ble High Court having jurisdiction at Chandigarh available on the website of the Company and the Audited financial statements of the Company for the year ended March 31, 2016. Necessary references to the same are made in this Report wherever necessary.

In terms of the said Composite Scheme of Arrangement, the shares held by the Company in MVIL and Max India were cancelled as of March 7, 2016 and May 14, 2016 respectively, and the said entities ceased to be the subsidiaries of your Company. The new Equity Shares of both MVIL and Max India, which were allotted to shareholders of the Company as part of the scheme, have since listed on the BSE and NSE.

Standalone Results

The highlights of the stand-alone financial results of your Company along with previous year''s figures are as under:

(Rs. Crore)

Year ended Year ended

March 31, 2016 March 31, 2015

Income

Revenue from Services operations 16.24 -

Revenue from Investment Activities 184.47 581.78 Other income 0.51 2.88

Total Revenue (I) 201.22 584.66

Expenditure

Employee benefits expenses 32.66 53.02

Other expenses 51.14 58.61

Depreciation and amortization 2.22 4.38

Total Expenses (II) 86.02 116.01

Profit/(Loss) Before tax (I-II) 115.20 468.65

Tax Expense - 77.71

Profit/(Loss) After Tax 115.20 390.94

*The results for FY ended March 31, 2016 include the effect of the Composite Scheme of Arrangement. These results are not strictly comparable with the results for FY ended March 31, 2015 as they include the results of the demerged undertakings i.e. Max and MVIL. Your Company is primarily engaged in business of making investments in its subsidiary and accordingly in terms of extant RBI guidelines, your Company is a Core Investment Company ("CIC") with financial income (dividend income) exceeding 50% of its total income and financial assets (investments in securities etc.) exceeding 50% of the total assets. However, it does not meet the criteria for Systemically Important CIC as laid down in the CIC master circular dated July 1, 2015 and hence registration under Section 45-IA of RBI Act, 1934 is not required.

Consolidated Results

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 27 on Financial Reporting of Interests in Joint Ventures/ subsidiaries/ step – down subsidiaries, the audited consolidated financial statements are provided as part of this Annual Report. The highlights of the consolidated financial results of your Company and its subsidiary(ies) are as under:

(Rs. Crore)

Year ended Year ended

March 31, 2016 March 31, 2015

Income

Net Sales - 838.54

Service Income 9,150.14 9,183.77

Other operating revenue and 2,546.00 4,793.04

investment income

Other Income 15.73 61.24

Total Revenue (I) 11,711.87 14,876.59

Expenses

Cost of materials consumed - 514.61

Purchase of stock-in-trade : - 269.38

pharmacy and pharmaceuticals

supplies

(Increase)/ decrease in - (3.54)

inventories of work- In-progress, finished goods and traded goods Employee benefits expense 650.34 1,009.92

Change in policy reserves 4,816.93 6,457.43

Claims and other benefits payout 3,146.43 3,644.89

Depreciation and Amortisation 60.47 153.80

Other expenses 2,565.02 2,235.51

Finance Costs 7.66 82.13

Total Expenses (II) 11,246.85 14,364.13

Profit /(Loss) Before Tax (I-II) 465.02 512.46

Tax Expense 71.83 147.55

Profit / (Loss) After Tax 393.19 364.91

Minority Interest 140.45 85.29

Profit/(Loss) After tax

(after adjusting Minority Interest) 252.74 279.62

* The consolidated results for FY ended March 31, 2016 include the effect of the Composite Scheme of Arrangement. These results are not strictly comparable with the consolidated results for FY ended March 31, 2015 as they include the results of the demerged undertakings i.e. Max and MVIL.

The Company had a healthy treasury corpus of Rs 271 crore as at March 31, 2016, after taking effect of the Scheme. Net worth of the Company on standalone basis fell down by around 52% to around Rs.1670 crore owing to effect of the Composite Scheme of Arrangement.

Subsidiaries & Associates

As on March 31, 2016, your Company had only 1 (one) subsidiary i.e. Max Life Insurance Company Limited ("MLIC").

Pursuant to sale of the clinical research business, 2 (two) of the wholly-owned subsidiaries ceased to be subsidiaries of the Company effective May 1, 2015. Further, pursuant to the Scheme of demerger becoming effective from April 1, 2015 (i.e. Appointed date), 12 (twelve) subsidiaries, out of which 9 (nine) were wholly owned subsidiaries of the Company, and 5 (five) Associate companies ceased to be the subsidiaries / associate companies.

Pursuant to Sec 134(3)(q) of the Companies Act, 2013 ("Act") and Rule 8(5)(iv) of the Companies (Accounts) Rules, 2014, the list of subsidiaries/ associates and the proportionate ownership of the Company in them along with names of Companies which have ceased to be subsidiaries and / or associates in them is part of Form MGT–9 attached as Annexure-1.

During the year under review, your Company sold 76,560,635 Equity shares of Rs. 10/- each held in MLIC (being 3.99% of its equity) to Axis Bank Limited, thereby reducing the equity stake of the Company in MLIC to 68.01% as at March 31, 2016.

A report on the performance and financial position of MLIC, included in the consolidated financial statements, presented in Form AOC–1 is attached as Annexure-2 with the consolidated financial statements of the Company and is part of the Annual Report as per Rule 8(1) of the Companies (Accounts) Rules, 2014.

Further, a detailed update on the business achievements of MLIC, being a key operating subsidiary, is furnished as part of Management Discussion and Analysis section which forms part of the Annual Report.

As provided in Section 136 of the Companies Act, 2013, the financial statements and other documents of the subsidiary company Max Life Insurance Company Limited are not being attached with the financial statements of the Company. The complete set of financial statements including financial statements of the subsidiary of the Company is available on our website www.maxfinancialservices.com. These documents will also be available for inspection during business hours at the registered office of the Company and shall also be made available to the shareholders of the Company in hard copy, on demand.

Material Changes Affecting Financial Position

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 31, 2016 and the date of the Directors'' report i.e. August 8, 2016; except the proposal of a composite scheme of amalgamation and arrangement detailed as under:

Proposed Composite Scheme of Amalgamation and Arrangement

The Board of Directors of your Company, on August 8, 2016, approved a composite scheme of amalgamation and arrangement amongst the Company, Max Life Insurance Company Limited ("Max Life"), HDFC Standard Life Insurance Company Limited ("HDFC Life") and Max India Limited ("Max India"), and their respective shareholders and creditors ("Scheme"), which inter alia provides for:

(a) Amalgamation of Max Life into and with the Company and the issuance of Equity Shares by the Company to the shareholders of Max Life (excluding the Company itself), based on the share exchange ratio of 1 share of face value of Rs. 2/- each of the Company for every approx 5 shares of face value of Rs. 10/- each held in Max Life, on a Record Date to be specified for this purpose in accordance with the Scheme;

(b) Demerger of the undertaking pertaining to the Life Insurance Business of Max Life arising from the amalgamation referred to in sub-clause (a), into HDFC Life and the issuance of Equity Shares by HDFC Life to the shareholders of the Company (including the shareholders to whom shares allotted pursuant to (a) above) based on the share entitlement ratio of approx 7 shares of face value of Rs. 10/- each of HDFC Life for every 3 shares of face value of Rs. 2/- each held in the Company, on a Record Date to be specified for this purpose in accordance with the Scheme; and

(c) Amalgamation of the Company which remains after the demerger referred to sub-clause (b) into and with Max India and the issuance of Equity Shares by Max India to the shareholders of the Company (including the shareholders to whom shares allotted pursuant to (a) above), based on the share exchange ratio of 1 share of face value of Rs. 2/- each of Max India for every 500 shares of face value of Rs. 2/- each held in the Company, on a Record Date to be specified for this purpose in accordance with the Scheme.

The aforesaid Scheme is contemplated to consolidate the Life Insurance Business of Max Life into and with HDFC Life as both Max Life and HDFC Life have strong margins and synergies and the product mix of their combined businesses shall be well diversified. The combined entity arising out of such an arrangement shall have better prospects of growth. This Scheme shall lead to the eventual listing of HDFC Life on the National Stock Exchange of India Limited and BSE Limited and ensure that the shareholders of the Company including Public Shareholders, hold Equity Shares in two listed entities, namely HDFC Life and Max India, thereby maximising shareholders value. This Scheme is expected to provide greater financial strength and flexibility and better access to funds.

The implementation of the Scheme is subject to the receipt of all necessary corporate, third party and regulatory approvals (including approvals from the Insurance Regulatory Development Authority of India and the Competition Commission of India).

HDFC Life will pay a non-compete fee of around Rs. 850 crore to the promoter and promoter group of the Company, after this Scheme becomes effective, as a consideration towards entering into certain non-compete and non-solicit obligations and in this regard, approval of the shareholders of the Company is being taken separately through postal ballot process.

Dividend

Your Directors had approved payment of Interim Dividend of 90%, i.e. Rs. 1.80/- per equity share of Rs. 2/- each for the financial year 2015- 16. Your Company made the payment of the aforesaid interim dividend to shareholders on November 27, 2015.

The Board of Directors of your Company have further recommended a final dividend of 90% amounting to Rs. 1.80 per equity share (on face value of Rs. 2/- each) to the Shareholders for their approval at the ensuing Annual General Meeting scheduled to be held on September 27, 2016 and if approved, the same will be paid to the shareholders, in compliance with the applicable legislations. For shares held in electronic form, the dividend will be paid on the basis of beneficial ownership furnished by Depositories, viz., NSDL and CDSL for this purpose.

Transfer to Reserves

The Company has not transferred any amount to reserves.

Share Capital

The Authorized share capital of the Company as on March 31, 2016 was Rs. 60,00,00,000/- (Rupees Sixty Crores only) comprising of 30,00,00,000 equity shares of Rs. 2/- each.

During the year under review, pursuant to the provisions of the Composite Scheme of Arrangement and the order of the Hon''ble High Court of Punjab and Haryana dated December 14, 2015 (''Order") sanctioning the Composite Scheme of Arrangement, the Authorized capital of the Company was reduced from Rs. 100,00,00,000/- consisting of 46,00,00,000 equity shares of Rs. 2/- each and 8,00,000 preference shares of Rs. 100/- each to Rs. 60,00,00,000/- consisting of 30,00,00,000 equity shares of Rs. 2/- each. Such reduction was effected by transferring the reduced authorized capital of the Company to Max India Limited (Erstwhile Taurus Ventures Limited) amounting to Rs. 40,00,00,000/- comprising of 16,00,00,000 equity shares of Rs. 2/- each and 8,00,000 preference shares of Rs. 100/- each, upon the Composite Scheme of Arrangement becoming effective.

The Paid up capital of the Company as on March 31, 2016 was Rs. 53,39,67,998/- (Rupees Fifty three crores thirty nine lacs sixty seven thousand nine hundred and ninety eight only) comprising of 26,69,83,999 equity shares of Rs. 2/- each.

During the year under review, 4,81,226 equity shares of Rs.2/- each were allotted for cash under the ''Max Employee Stock Plan 2003'' (''2003 Plan'').

Employee Stock Option Plan

Your Company has an employee stock option plan viz. ''Max Employee Stock Plan 2003'' (''2003 Plan'') in place. The 2003 Plan provides for grant of stock options aggregating not more than 5% of number of issued equity shares of the Company to eligible employees and Directors of the Company. The 2003 Plan is administered by the Nomination and Remuneration Committee constituted by the Board of Directors of the Company.

Upon the Composite Scheme of arrangement coming into effect from the Appointed Date i.e. April 1, 2015, some of the persons who were under the Company''s employment became employees of Max/ MVIL.

Pursuant to the Composite Scheme of arrangement, the Stock options granted by the Company under 2003 Plan would continue to be held by the employees (irrespective of whether they continue to be employees of the Company or become employees of Max or MVIL). Further, the Company was required to modify the existing 2003 Plan in order to enable the continuation of the same in hands of employees who become employees of Max or MVIL.

Further during the year under review, another ''Employee Phantom Stock Plan 2016'' (''2016 Plan'') was approved by the Board of Directors of the Company upon recommendation of the Nomination and Remuneration Committee, granting Phantom Stock Units to Mr. Rahul Khosla as part of his compensation package in capacity of Executive President of the Company.

Details of Options granted up to March 31, 2016 and other disclosures as required under SEBI (Share based employee benefits) Regulations, 2014 are enclosed as Annexure-3 to this Report.

Directors

Consequent to the Composite Scheme of Arrangement sanctioned by Hon''ble High Court of Punjab and Haryana, the Board of the Company was reconstituted. As on March 31, 2016, your Board of Directors comprised of 8 (eight) members with 1 (one) Executive Director and 7 (seven) Non-Executive Directors of which 4 (four) are independent. Mrs. Naina Lal Kidwai, Chairman of the Company is an Independent Director. Ms. Lavanya Ashok has been appointed as an Alternate Director to Mr. Sanjeev Kishen Mehra effective April 1, 2016 in place of Mr. Vishal Bakshi owing to his resignation from the Board on February 19, 2016.

During the year under review, the following changes took place:

- Mr. Analjit Singh - Chairman, Mr. Rahul Khosla – Managing Director, Mr. Anuroop Singh, Mr. N.C. Singhal, Dr. Ajit Singh, Prof.

Dipankar Gupta, Mr. Ashok Kacker and Mrs. Nirupama Rao ceased to be Directors of the Company w.e.f. January 15, 2016.

- Further, with effect from same date i.e. January 15, 2016, Dr. S.S. Baijal ceased to be Chairman Emeritus of the Company and conferred ''Mentor'' position in Max India Limited (erstwhile Taurus Ventures Limited"), Mr. Analjit Singh was conferred the title of ''Founder & Chairman Emeritus, Max Group''. Mr. Rahul Khosla was appointed as the Executive President of the Company effective January 15, 2016.

- Mr. Mohit Talwar (erstwhile Deputy Managing Director) was elevated to the position of Managing Director of the Company effective from January 15, 2016. His appointment is subject to approval of members, proposed to be taken in the ensuing Annual General Meeting of the Company.

- Mrs. Naina Lal Kidwai (as a non-executive independent director) and Mr. Sanjay Omprakash Nayar (as a non-executive non independent director) were appointed as Additional Directors of the Company on January 15, 2016 and March 28, 2016 respectively. Their term of office expires on the date of ensuing Annual General Meeting.

The Company has received notices under Section 160 of the Act from members proposing the candidature of Mrs. Naina Lal Kidwai (as a non- executive independent director) and Mr. Sanjay Omprakash Nayar (as a non-executive non-independent director) for being appointed as Directors of the Company. The Board of Directors recommends their appointment as Directors to the shareholders of the Company.

In terms of Section 152 of the Act and the Articles of Association of the Company, Mr. Ashwani Windlass and Mr. Sanjeev Kishen Mehra are liable to retire by rotation at the ensuing Annual General Meeting. Mr. Ashwani Windlass and Mr. Sanjeev Kishen Mehra being eligible have offered themselves for re-appointment at the ensuing Annual General Meeting.

The Board met nine times during the financial year 2015-16:

S. No. of Directors Date of the Meeting Board Strength No. President

1 May 27, 2015 14 10

2 August 12, 2015 14 10

3 October 23, 2015 14 06

4 November 6, 2015 14 12

5 November 23, 2015 14 07

6 January 15, 2016 14 11

7 January 15, 2016 08 08

8 February 12, 2016 07 06

9 March 28, 2016 08 07

The details regarding number of meetings attended by each Director during the year under review are part of the information furnished in the Corporate Governance Report attached as part of this Annual Report.

Statement of Declaration by Independent Directors

In terms of Section 149(6) of the Act and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the following Non-Executive Directors are categorized as Independent Directors of the Company: Mr. Aman Mehta, Mr. Dinesh Kumar Mittal, Mrs. Naina Lal Kidwai and Mr. Rajesh Khanna.

The Company is in receipt of declaration of independence from all the above mentioned Independent Directors as per Section 149(7) of the Act.

Committees of the Board of Directors

The Company has the following committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes. Consequent to changes in the composition of the Board of Directors of the Company effective January 15, 2016, the Committees of the Board were also reconstituted. A detailed note on the same is provided under the Corporate Governance Report forming part of this Annual Report.

1. Audit Committee:

The Audit Committee met seven times during the financial year 2015-16, viz. on May 26, 2015, August 11, 2015, November 6, 2015, November 23, 2015, January 15, 2016, February 11, 2016 and March 28, 2016. The Committee as on March 31, 2016 consists of Mr. D.K. Mittal (Chairman), Mr. Aman Mehta, Mr. Rajesh Khanna and Mr. Mohit Talwar.

2. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee met four times during the financial year 2015-16, viz. on May 27, 2015, August 12, 2015, January 15, 2016 and March 28, 2016. The Committee as on March 31, 2016 consists of Mr. Rajesh Khanna (Chairman), Mr. Aman Mehta, Mr. Ashwani Windlass and Mrs. Naina Lal Kidwai.

3. Investment & Finance Committee:

The Committee met six times during the financial year 2015-16, viz. on April 30, 2015, May 26, 2015, August 11, 2015, November 6, 2015, November 23, 2015 and March 28, 2016. The Committee as on March 31, 2016 consists of Mr. Ashwani Windlass (Chairman), Mr. D.K. Mittal, Mr. Rajesh Khanna, Mr. Sanjeev Kishen Mehra and Mr. Mohit Talwar.

4. Corporate Social Responsibility Committee:

The Committee met two times during the financial year 2015-16, viz. on May 27, 2015 and August 12, 2015. The Committee as on March 31, 2016 consists of Mr. Aman Mehta, Mr. Ashwani Windlass, Mr. D.K. Mittal and Mr. Rajesh Khanna.

5. Stakeholders Relationship Committee:

The Committee met four times during the financial year 2015-16, viz. on May 26, 2015, August 11, 2015, November 6, 2015 and March 28, 2016. The committee as on March 31, 2016 consists of Mr. Ashwani Windlass (Chairman), Mr. D.K. Mittal and Mr. Mohit Talwar.

6. Risk & Compliance Review Committee:

The Committee met twice during the financial year 2015-16, viz. on May 27, 2015 and August 12, 2015. The Committee as on March 31, 2016 consists of Mr. Aman Mehta, Mr. Ashwani Windlass, Mr. D.K. Mittal and Mr. Rajesh Khanna.

7. Committee of Independent Directors:

The Committee of Independent Directors as on March 31, 2016 consists of Mr. Aman Mehta, Mr. Dinesh Kumar Mittal, Mrs. Naina Lal Kidwai and Mr. Rajesh Khanna. The Independent Directors had a separate meeting on August 12, 2015 during the financial year 2015-16. Later, the Independent Directors also had another separate meeting on August 8, 2016. The meeting was conducted to:

(a) Review the performance of non-independent Directors and the Board as a whole;

(b) Review the performance of the Chairperson of the Company, taking into account the views of executive Directors and non-executive Directors;

(c) Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Performance Evaluation of the Board

As per the requirements of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, formal Annual Evaluation process has been carried out for evaluating the performance of the Board, the Committees of the Board and the Individual Directors including Chairperson.

The performance evaluation was carried out by obtaining feedback from all Directors through a confidential online survey mechanism through Board Link, a secured electronic medium through which the Company interfaces with its Directors. The outcome of this performance evaluation was placed before the Nomination and Remuneration Committee and Independent Directors'' Committee meetings and the Board meeting for the consideration of the members.

The review concluded by affirming that the Board as a whole as well as its Chairman, all of its members, individually and the Committees of the Board continued to display commitment to good governance by ensuring a constant improvement of processes and procedures and contributed their best in overall growth of the organization.

Key Managerial Personnel

During the financial year 2015-16, the following persons ceased to be Key Managerial Personnel of the Company in terms of Section 203 of the Act:

(a) Mr. Rahul Ahuja, Chief Financial Officer w.e.f. May 31, 2015

(b) Mr. Rahul Khosla, Managing Director w.e.f. January 15, 2016

(c) Mr. V. Krishnan, Company Secretary w.e.f. February 29, 2016

Further, Mrs. Sujatha Ratnam was appointed as Chief Financial Officer of the Company effective June 1, 2015 and was designated as Key Managerial Personnel. Mr. Mohit Talwar, Deputy Managing Director was elevated to the position of Managing Director effective January 15, 2016.

Subsequently, the Company has appointed Mr. Sandeep Pathak as Company Secretary, designated as Key Managerial Personnel of the Company, effective July 5, 2016.

Nomination and Remuneration Policy

In adherence to the provisions of Sections 134(3)(e) and 178(1) & (3) of the Act, the Board of Directors on the recommendation of the Nomination and Remuneration Committee, approved a policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided and the same is available on the website of the Company at www.maxfinancialservices.com.

Corporate Social Responsibility

Corporate Social Responsibility has been an area of focus for your Company since inception. Being in the "Business of Life", there has been a conscious effort to make a difference in the lives of the less privileged. The Company has its vision to become the most admired company through service excellence and Sevabhav. The Company''s mission is to bring about strong social relevance, and aims to be committed to social causes and relevance for its inclusive growth and to contribute to society by supporting causes on the health and well being platform.

The Board of Directors has adopted a CSR policy as approved by the Corporate Social Responsibility committee which is available on the website of the Company at www.maxfinancialservices.com. The CSR Policy comprises Vision and Mission Statement, philosophy and objectives. It also explains the governance structure along with clarity on each one''s roles and responsibilities.

In terms of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, all Companies meeting the prescribed threshold criteria, i.e., net worth of Rs. 500 crores or more or turnover of Rs. 1,000 crores or more or net profits of Rs. 5 crore or more in any financial year are required to spend 2% of the average net profits of the Company for immediately preceding 3 financial years.

As per rule 2(f) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, any dividend received from other companies in India which are already covered and complying with the provisions of the CSR, shall not be included for the purposes of computation of ''net profits'' for a company.

As Max Life Insurance Company Limited ("Max Life") from whom the Company has been receiving dividend, from time to time, discharged its CSR responsibilities for the financial year 2015–16, the dividend income received by the Company will be excluded for the purposes of computation of its ''net profits''. After excluding the dividend income received from Max Life, the Company does not have net profits computed as per the CSR rules. Therefore, it is not mandatorily required for the Company to spend on Corporate Social Responsibility for the financial year 2015-16.

Human Resources

Post the Scheme of demerger becoming effective, we are primarily engaged in growing and nurturing business investments as a holding Company in the ''Businesses of Life'' focusing on life insurance and providing management advisory services to group companies. We endeavor to be the most preferred solution provider in life''s many moments of truth for the millions of lives that we aspire to positively impact and are driven by our core values - Sevabhav, Excellence and Credibility. The health and performance of the group has improved steadily over last few years and is reflected in our results. The remuneration of our employees is competitive with the market and rewards high performers across levels. The remuneration to Directors, Key Managerial Personnel and Senior Management are a balance between fixed, incentive pay and long-term equity program based on the performance objectives appropriate to the working of the Company and its goals and is reviewed periodically and approved by the Nomination and Remuneration Committee of the Board.

The revised remuneration of Mr. Mohit Talwar, Managing Director w.e.f. January 15, 2016 shall be placed for approval of the shareholders of the Company at the ensuing Annual General Meeting.

Details pursuant to Section 197 (12) of the Act, read with the Rule 5(1) and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure-4a and Annexure-4b. Subsequent to the Scheme becoming effective, the employees associated with demerged businesses were transferred to the resultant companies. As on March 31, 2016, there were 13 employees on the rolls of the Company.

Prevention of Sexual Harassment of Women at workplace Your Company has requisite policy for prevention of Sexual Harassment of Women at workplace. The comprehensive policy ensures gender equality and the right to work with dignity. An Internal Complaints Committee has been constituted as per provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No case under the said Act was reported to the Committee during the year under review.

Loans, Guarantees or Investments in Securities

The Company has pursuant to the provisions of Section 186 of the Act given loans, made guarantees and investments during the year under review and the details of such loans, guarantees and investments are provided in Notes 11, 14, 16 and 22 to the financial statements of the Company for the FY 2015-16.

Management Discussion & Analysis

In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a review of the performance of the Company, including those of your Company''s subsidiary, is provided in the Management Discussion & Analysis section, which forms part of this Annual Report.

Report on Corporate Governance

The Company has complied with all the mandatory requirements of Corporate Governance specified by the Securities and Exchange Board of India through Part C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As required by the said Clause, a separate Report on Corporate Governance forms part of the Annual Report of the Company.

A certificate from M/s Sanjay Grover & Associates, Practicing Company Secretaries regarding compliance with the regulations of Corporate Governance pursuant to Part E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and a certificate from the Managing Director and Chief Financial Officer on compliance of Part B of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 form part of the Corporate Governance Report.

Public Deposits

During the year under review, the Company has not accepted or renewed any deposits from the public.

Contracts or Arrangements with Related Parties

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. There is no material contract or arrangement in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence requirement of furnishing particulars of contracts or arrangements entered into by the Company with related parties referred in Section 188(1) of the Companies Act, 2013, in Form AOC-2 is considered to be not applicable to the Company.

The details of all the Related Party Transactions form part of notes to the financial statements attached to this Annual Report.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website www.maxfinancialservices.com As per the requirement of Section 188 of Companies Act, 2013 read with Listing Regulations, 2015, appropriate resolution for the approval of the shareholders with respect to entering into an agreement with one of the related parties is being placed for your approval at the ensuing Annual General Meeting.

Statutory Auditors and Auditors'' Report

Pursuant to Sections 139 & 142 of the Act, M/s Deloitte Haskins and Sells, LLP, Chartered Accountants, were appointed as the Statutory Auditors of the Company at Annual General Meeting held on September 23, 2015 for a period of five years, subject to ratification of their appointment in every Annual General Meeting held during their tenure.

M/s Deloitte Haskins and Sells, LLP, Statutory Auditors, have provided a certificate that their appointment, if ratified, will be in conformity with the provisions of Section 141 of Companies Act, 2013.

There are no audit qualifications or reporting of fraud in the Statutory Auditors Report given by M/s Deloitte Haskins and Sells, LLP, Statutory Auditors of the Company for the FY 2015-16 as annexed elsewhere in this Annual Report.

Secretarial Auditors and Secretarial Audit Report

Pursuant to Section 204 of the Act, your Company had appointed M/s Chandrasekaran Associates, Practicing Company Secretaries, New Delhi as its Secretarial Auditors to conduct the secretarial audit of the Company for the FY 2015-16. The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Report of Secretarial Auditor for the FY 2015-16 is annexed to this report as Annexure-5.

There are no audit qualifications in the said Secretarial Audit Report.

Internal Auditors

During the year under review, M/s MGC and KNAV, Global Risk Advisory LLP were appointed as Internal Auditors for conducting the Internal Audit of key functions and assessment of Internal Financial Controls etc.

Risk Management

Your Company considers that risk is an integral part of its business and therefore, it takes proper steps to manage all risks in a proactive and efficient manner. The Board has formed a Risk and Compliance Review Committee to identify the risks impacting the business, formulate strategies/ policies aimed at risk mitigation as part of risk management. Further, a core team comprising of senior management has also been formed to identify and assess key risks, risk appetite, tolerance levels and formulate strategies for mitigation of risks identified in consultation with process owners.

On the recommendation of the Committee, the Company has adopted a Risk Management policy, whereby, risks are broadly categorized into Strategic, Operational, Compliance and Financial & Reporting Risks. The Policy outlines the parameters of identification, assessment, monitoring and mitigation of various risks which are key to the business performance.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. The Control Assurance & Risk Management Department of the Company have reviewed the existence of various risk-based controls in the Company and also tested the key controls towards assurance for compliance for the present fiscal. Further, the testing of such controls shall also be carried out independently by the Statutory Auditors from the financial year 2015-16 onwards as mandated under the provisions of the Act.

In the opinion of the Board, the existing internal control framework is adequate and commensurate with the size and nature of the business of the Company.

Vigil Mechanism

The Company has a vigil mechanism pursuant to which a Whistle Blower Policy has been adopted and is in place. The Policy ensures that strict confidentiality is maintained whilst dealing with concerns raised and also that no discrimination will be meted out to any person for a genuinely raised concern in respect of any unethical and improper practices, fraud or violation of Company''s Code of Conduct.

The said Policy covering all employees, Directors and other persons having association with the Company is hosted on the Company''s website www.maxfinancialservices.com. Particulars of Conservation Of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo The information on conservation of energy, technology absorption and foreign exchange earnings & outgo as stipulated under Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is as follows:

a) Conservation of Energy

(i) the steps taken or impact on conservation of energy: Regular efforts are made to conserve the energy through various means such as use of low energy consuming lightings, etc.

(ii) the steps taken by the Company for using alternate sources of energy: Since your Company is not an energy intensive unit, utilization of alternate source of energy may not be feasible.

(iii)Capital investment on energy conservation equipment : Nil

b) Technology Absorption

Your Company is not engaged in manufacturing activities, therefore there is no specific information to be furnished in this regard.

There was no expenditure incurred on Research and Development during the period under review.

c) Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo are given below:

Total Foreign Exchange earned : Nil

Total Foreign Exchange used : Rs. 418.82 Lacs

Extracts of Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts of the Annual Return as at March 31, 2016 forms part of this report as Annexure 1.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby confirmed that:

(a) In the preparation of the 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 the 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 provisions of the 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; and

(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. Significant and material orders passed by the regulators or courts or tribunals During the year under review, there were no such significant and material orders passed by the regulators or courts or tribunals which could impact the going concern status and company''s operations in future.

Cautionary Statement

Statements in this Report, particularly those which relate to Management Discussion and Analysis describing the Company''s objectives, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

Acknowledgements

Your Directors would like to place on record their appreciation of the contribution made by its management and its employees who through their competence and commitment have enabled the Company to achieve impressive growth. Your Directors acknowledge with thanks the co-operation and assistance received from various agencies of the Central and State Governments, Financial Institutions and Banks, Shareholders, Joint Venture partners and all other business associates.

On behalf of the Board of Directors Max Financial Services Limited

(Formerly Max India Limited)



Mumbai Naina Lal Kidwai

August 8, 2016 Chairman


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the twenty-seventh Board's Report of your Company along with the audited Statement of Accounts for the financial year ended March 31, 2015. This Board's report is prepared on the basis of standalone financial statements of the Company for the year ended March 31, 2015.

Standalone Results

The highlights of the stand-alone financial results of your Company along with previous year's figures are as under:

(Rs. Crore)

Year ended Year ended March 31,2015 March 31,2014

Income

Net sales - 733.3

Revenue from Investment Activities 581.8 262.6

Other income 2.9 12.5

Total revenue (I) 584.7 1008.4

Expenditure

Manufacturing expenses - 528.5

(Increase)/decrease in inventories of - (4.9)

finished goods and work-in-progress

Employee benefits expenses 52.6 79.4

Other expenses 58.5 180.0

Depreciation and amortization 4.4 23.6

Financial expenses 0.5 21.8

Total expenses (II) 116.0 828.4

Profit/(loss)beforetax 468.7 180.0

Tax expense 77.7 (5.2)

Profit/(Loss)AfterTax 391.0 185.2

Significant improvement in operating performance: FY15* vs. FY14**

* Revenue - 10%

* Profit Before Tax-5%

* FY15 adjusted for one off exceptional gain from equalization of shareholding in Max Healthcare.

** FY14 adjusted for MSF numbers

The Company has a healthy treasury corpus of Rs 572 crore as at March 31, 2015. Net worth rose 8% to Rs 3,454 crore during the year, on a standalone basis.

Max Speciality Films (MSF), a division of the Company till FY 2013- 14, became its subsidiary effective April 1, 2014. MSF manufactures specialty BOPP (Bi-axially Oriented polypropylene) films for flexible packaging of food, confectionery, and fast moving consumer goods (FMCG) as well as for industrial packaging. Thus, the results of currentyearare not strictly comparable with last year.

Consolidated Results

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) -21 on Consolidated Financial Statements read with AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided as part of this Annual Report.

The high lights of the consolidated financial results of your Company and its subsidiaries are as under:

(Rs. Crore)

Year ended Year ended March 31, 2015 March 31,2014

Income

Net Sales 838.5 890.5

Service Income 9,183.8 8,221.3

Other operating revenue and 4,793.1 2,514.6

investment income

Other Income 61.2 56.9

Total Revenue (I) 14,876.6 11,683.3

Expenses

Cost of raw material consumed 514.6 528.5

Purchase of pharmacy and 269.4 327.2

pharmaceuticals supplies

(Increase)/ decrease in inventories of (3.5) (3.7)

work-ln-progress, finished goods and traded goods

Employee benefits expense 1,009.5 956.8

Change in policy reserves 6,443.1 4,228.9

Other expenses 5,894.6 5,140.0

Depreciation & Amortisation 153.8 137.9

Financial Expenses 82.6 93.2

Total Expenses (II) 14,364.1 11,408.8

Profit /(Loss) Before Tax (l-ll) 512.5 274.5

Tax Expense 147.6 65.0

Profit / (Loss) After Tax 364.9 209.5

Minority Interest 85.3 70.0

Profit/(Loss) after tax (after adjusting 279.6 139.5 Minority Interest)

Significant improvement in operating performance: FY15 vs. FY14

* Revenue - 27%

* ProfitBeforeTax-87%

* Profit After Tax - 74%

Net worth rose 11% to Rs 3,302 crore during the year, on a consolidated basis.

The Board of Directors has by a resolution passed in its meeting held on August 12, 2015 given consent for not attaching the balance sheets of the subsidiaries concerned. The full balance sheet including balance sheets of subsidiaries of the Company is available on our website www.maxindia.com . These documents will also be available for inspection during business hours at the registered office of the Company.

Subsidiaries & Associates

During the year, Life Healthcare (Pty) Limited and International Finance Corporation have further invested in equity share capital of one of the subsidiaries of the Company, namely Max Healthcare Institute Limited (MHIL) resulting in dilution of the Company's holding from 65.86% to 45.95%. As a result of these transactions, MHIL ceased to be a subsidiary of the Company w.e.f. November 10, 2014 and became an associate Company w.e.f. November 10, 2014.

As on March 31, 2015, your Company had 15 subsidiaries and 5 Associate companies, out of which 11 are wholly owned subsidiaries of the Company. Pursuant to Sec 134(3)(q) ofthe Act, and Rule 8(5) (iv) of the Companies (Accounts) Rules, 2014, the list of subsidiaries/ associates and the proportionate ownership of the Company in them along with names of Companies which have ceased to be subsidiaries, JVs and associates is part of Form MGT-9 attached as Annexure-1.

A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement presented in Form AOC - 1 is attached as Annexure-2 and is part of the Annual Report as per Rule 8(1) of the Companies (Accounts) Rules, 2014.

Further, a detailed update on the business achievements of your Company's key operating subsidiaries is furnished as part of Management Discussion and Analysis section which forms part of the Report.

Material Changes Affecting Financial Position

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 31, 2015 and the date of the Directors' report i.e. August 12, 2015.

Corporate Restructuring plan in the form of Scheme of Demerger of the Company

The Board of Max India Limited ('the Company') in its meeting held on January 27, 2015 approved a Corporate Restructuring plan to vertically split the Company through a demerger to three companies, the existing company and the two resulting companies to be listed on demerger becoming effective. This would enable the investors in the Company to have a choice, to be associated with the underlying businesses through separate listed entities, or specifically with the relatively matured business of life insurance, and/or have a separate access to the mature manufacturing business of speciality films, and/or in the health and allied businesses which are in their relative growth phase or nascent stage of development and have higher capital requirements. In addition, the restructuring would also result in a sharper focus on underlying businesses and unlock value for shareholders. The salient details of the Scheme of Demergerare as follows:

(i) The existing company, Max India Limited, is proposed to be renamed 'Max Financial Services Limited' upon demerger and will focus solely on the group's flagship life insurance activity, through its 72% shareholding in Max Life Insurance Company Limited ("Max Life"), making it the first Indian listed company exclusively focused on life insurance. The Insurance Laws (Amendment) Ordinance, 2014, recently promulgated by the President of India, and widely expected to be approved as an Act, has created renewed investor interest in the life insurance sector.

(ii) Upon completion of the demerger, it is proposed to name the second vertical as Max India Limited ("Resulting Company 1"), which will continue to manage investments in the high potential health and allied businesses including in: - Max Healthcare Institute Limited, Max Bupa Health Insurance Company Limited, Antara Senior Living Limited and supported by a corporate management services team. The demerger will provide these businesses, which are currently in their growth and development phases, sharpened focus to fulfill their tremendous potential. The corporate management services team will manage shared services facilities and provide functional support to all 3 verticals.

(iii) The third vertical will house the investment activity in the group's manufacturing subsidiary, Max Speciality Films Limited - an innovation leader in the speciality packaging films business - and will be named Max Ventures and Industries Limited ("ResultingCompany2").

(iv) The Company's shareholders whose name will appear in the register of members on a 'Record Date', to be specified for the said purpose once the demerger scheme is effective, will retain one equity share of Rs. 2/- in Max Financial Services Limited (existing Max India, as renamed). In addition, the shareholders will get shares in the new companies as detailed below:

1. one equity share of Rs. 2/- each of Resulting Company 1 for every one equity share of Rs. 2/- each held in the Company; and

2. one equity share of Rs. 10/- each of Resulting Company 2 for every 5 equity shares of Rs. 2/- each held in the Company.

(v) The Company has a Treasury Corpus of Rs. 572 Cr. as at March 31, 2015 It is proposed to split the cash reserves as on Appointed Date of April 1, 2015 between the 3 listed companies such that the Company will hold Rs. 150 Cr., Resulting Company 2 will hold Rs. 10 Cr. and the balance, Rs. 412 Cr., will be held by Resulting Company 1.

(vi) The Appointed Date for the demerger is April 1, 2015.

Current status on the Scheme of Demerger

The Company has received approvals from SEBI and CCI for the proposed scheme of demerger. Pursuant to the order of Hon'ble High Court of Punjab and Haryana at Chandigarh, the court convened meeting of shareholders of the Company was held on July 4, 2015 at 11:00 A.M. at the Registered Office of the Company at Bhai Mohan Singh Nagar, Railmajra, Tehsil Balachaur, District Nawanshahr, Punjab - 144 533 and the report of the Court appointed Chairman was filed with the Hon'ble High Court. 99.99% of the total voting of the shareholders of the Company at the meeting and by e-voting, voted in favour of the Scheme of Demerger.

The Company has filed the second petition before the Hon'ble High Court seeking its approval for the Scheme of Demerger.

Dividend

Your Directors had approved payment of Interim Dividend of 200%, i.e., Rs.4.00/- per equity share of Rs.2/- each for the financial year 2014-15. Your Company made the payment of the aforesaid interim dividend to shareholders on December 4, 2014.

The Board of Directors of your Company have further recommended a Anal dividend of 50% amounting to Re.1.00 per equity share (on face value of Rs.2/- each) to the Shareholders for their approval at the ensuing Annual General Meeting scheduled to be held on September 23, 2015 and if approved, the same will be paid to the shareholders, in compliance with the applicable legislations. For shares held in electronic form, the dividend will be paid on the basis of beneficial ownership furnished by Depositories, viz., NSDL and CDSL for this purpose.

Transfer to Reserves

The company has not transferred any amount to reserves.

Share Capital

The Authorized share capital of the Company as on March 31, 2015 was Rs. 100,00,00,000/- (Rupees One Hundred crores only) comprising of 46,00,00,000 equity shares of Rs. 2/- each and 8,00,000 preference shares of Rs. 100/- each.

The Paid up capital of the Company as on March 31, 2015 was Rs. 53,30,05,546/- (Rupees Fifty three crores thirty lacs five thousand five hundred and forty six only) comprising of 26,65,02,773 equity shares of Rs. 2/- each.

During the year under review; 2,75,516 equity shares were allotted under 'Employee Stock Plan 2003' ('2003 Plan') as Employee Stock Options.

Employee Stock Option Plan

Your Company has an employee stock option plan viz., 'Max India Employee Stock Plan 2003' ('2003 Plan'). The 2003 Plan provides for grant of stock options aggregating not more than 5% of number of issued equity shares of the Company to eligible employees and directors of the Company. The 2003 Plan is administered by the Nomination and Remuneration Committee appointed by the Board of Directors. During the year under review, upon exercise of options, 2,75,516 equity shares of Rs. 2/- each for cash at par were allotted.

Details of Options granted up to March 31, 2015 and other disclosures as required under SEBI Regulations are enclosed as Annexure-3 to this Report. The Company is seeking the approval of the shareholders in the ensuing Annual General Meeting for amendment to the '2003 Plan' to align with the provision of SEBI (Share Based Employee Benefits), Regulations, 2014 and for certain administrative convenience.

Directors

Your Company has fourteen (14) Directors consisting of eight (8) Independent Directors, (2) Executive Directors and four (4) Non- executive Directors as on March 31, 2015.

During the year under review, the following changes took place.

* Dr. Subash Bijlani, who did not offer him self for re-appointment as a Director at the Annual General Meeting held on September 30, 2014 ceased to be a Director of the Company w.e.f. September30, 2014.

* Mr. Dinesh Kumar Mittal and Mrs. Nirupama Rao were appointed as Additional Directors to act as Independent Directors of the Company on January 1, 2015. Their term of office expires on the date of ensuing Annual General Meeting.

The Company has received notices under Section 160 of the Act from members proposing the candidature of Mr. Dinesh Kumar Mittal and Mrs. Nirupama Rao for being appointed as Directors of the Company. The Board of Directors recommend to the shareholders for their appointment as Independent Directors of the Company.

In terms of Section 152 of the Act and the Articles of Association of the Company, Mr. Ashwani Windlass, Mr. Sanjeev Mehra and Mr. Mohit Talwar are liable to retire by rotation at the ensuing Annual General Meeting. Mr. Ashwani Windlass, Mr. Sanjeev Mehra and Mr. Mohit Talwar being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

The Board met six times during the financial year 2014-15, viz., on May 28, 2014, July 22, 2014, August 13, 2014, November 12, 2014 January 27, 2015 and February 12, 2015. The details regarding the number of meetings attended by each Director during the period under review are part of the information furnished in the Corporate Governance Report attached as part of this Annual Report.

Statement of Declaration by Independent Directors

In terms of Section 149(6) of the Act and Clause 49 of the Listing agreement and based on the confirmation/ disclosures received from the Directors, the following Non-Executive Directors are Independent Directors of the Company: Mr. N.C. Singhal, Mr. Rajesh Khanna, Mr. Aman Mehta, Prof. Dipankar Gupta, Dr. Ajit Singh, Mr. Ashok Kacker, Mrs. Nirupama Raoand Mr. Dinesh Kumar Mittal.

The Company is in receipt of declaration of independence from all the above mentioned Independent Directors as per Section 149(7) of the Act.

Committee of Board of Directors

The Company has the following committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes. A detailed note on the same is provided under the Corporate Governance Report attached elsewhere in this Annual Report.

1. Audit Committee:

The Audit Committee consists of Mr. N.C. Singhal, Mr. Ashwani Windlass, Mr. Rajesh Khanna and Mr. Ashok Kacker. The Committee met six times during the financial year 2014-15, viz., on May 28, 2014, August 12, 2014, October 6, 2014, November 11, 2014, January 27, 2015 and February 12, 2015.

2. Nomination and Remuneration Committee:

The Nomination and Remuneration consists of Mr. Rajesh Khanna, Mr. N.C. Singhal, Mr. Aman Mehta and Mr. Ashwani Windlass. This Committee met eight times duringthe financial year 2014-15, viz., on August 4, 2014, August 13, 2014, November 11, 2014, November 20, 2014, December 12, 2014, January 27, 2015, February 12, 2015 and March 27, 2015.

3. Investment & Finance Committee:

This Committee consists of Mr. Ashwani Windlass, Mr. N.C. Singhal, Mr. Sanjeev Mehra, Mr. Rahul Khosla and Mr. Mohit Talwar. The Committee met eight times during the financial year 2014-15, viz., on May 28, 2014, July 22, 2014, August 12, 2014, October 6, 2014, November 11, 2014, January 27, 2015, February 12, 2015 and March 25, 2015.

4. Corporate Social Responsibility Committee:

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Corporate Social Responsibility Committee was formed w.e.f. August 13, 2014. The Committee consists of Mr. N.C. Singhal, Mr. Ashwani Windlass, Mr. Rajesh Khanna, Mr. Aman Mehta, Dr. Ajit Singh, Mr. Dipankar Gupta and Mr. Ashok Kacker. This Committee met two times during the financial year 2014-15, viz., on November 12, 2014 and February 12, 2015.

5. Committee of Independent Directors:

The Committee of Independent Directors consists of Mr. N.C. Singhal, Mr. Rajesh Khanna, Mr. Aman Mehta, Prof. Dipankar Gupta, Dr. Ajit Singh, Mr. Ashok Kacker, Mrs. Nirupama Rao and Mr. Dinesh Kumar Mittal. The Committee met once on February 12, 2015 during the financial year 2014-15. Later the Committee met on August 12, 2015. The meeting was conducted to:

(a) Review the performance of non-independent directors and the Board as a whole;

(b) Review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;

(c) Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

6. Stakeholders' Relationship Committee:

The Committee consists of Mr. Ashwani Windlass, Mr. N.C. Singhal, Mr. Rahul Khosla and Mr. Mohit Talwar. The Committee met five times during the financial year 2014-15, viz., May 28, 2014, August 12, 2014, September 29, 2014, February 12, 2015 and March 25, 2015.

7. Risk & Compliance Review Committee:

The Committee was formed on August 13, 2014. The Committee consists of Mr. N.C. Singhal, Mr. Ashwani Windlass, Mr. Rajesh Khanna, Mr. Aman Mehta, Dr. Ajit Singh, Prof. Dipankar Gupta and Mr. Ashok Kacker. The Committee met twice during the financial year 2014-15, viz., November 12, 2014 and February 12, 2015.

Performance Evaluation of the Board

As per the requirements of the Act, formal Annual Evaluation process has been carried out for evaluating the performance of the Board, the Committees of the Board and the Individual Directors.

The performance evaluation was carried out by obtaining feedback from all directors through a confidential online survey mechanism through Board Link, a secured electronic medium through which the Company interfaces with its Directors. The outcome of this performance evaluation was placed before the Nomination and Remuneration Committee and Independent Directors' Committee meetings and the Board meeting for the consideration of the members.

The review concluded by affirming that the Board as a whole as well as its Chairman, all of its members, individually and the Committees of the Board continued to display commitment to good governance by ensuring a constant improvement of processes and procedures.

It was further acknowledged that every individual member and Committee of the Board contribute their best in the overall growth of the organization.

Key Managerial Personnel

During the financial year 2014-15, Mr. Rahul Khosla, Managing Director, Mr. Mohit Talwar, Dy. Managing Director, Mr. Rahul Ahuja, Chief Financial Officer and Mr. V. Krishnan, Company Secretary were designated as Key Managerial Personnel of the Company pursuant to Section 203 of the Act.

Arising from the transition in the roles, Mrs. Sujatha Ratnam, Senior Director - Corporate Finance was appointed as a Key Managerial Personnel designated as Chief Financial Officer of the Company effective June 1, 2015, in place of Mr. Rahul Ahuja. Mr. Rahul Ahuja has assumed the role of Chief Financial Officer of Max Bupa Health Insurance Company Limited, a subsidiary of the Company effective June 1, 2015.

Nomination & Remuneration Committee Policy

In adherence to the provisions of Section 134 (3)(e) and 178 (1) & (3) of the Act, the Board of Directors on the recommendation of the Nomination and Remuneration Committee, approved a policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided and the same is attached as Annexure-4.

Corporate Social Responsibility

The Board of Directors has adopted a CSR policy as approved by the Corporate Social Responsibility Committee which is available on the website of the Company at www.maxindia.com. The Annual Report on CSR as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure-5.

Human resources

We are a multi-business corporate in the 'Businesses of Life' focusing on life insurance, healthcare, health insurance and other related businesses. We endeavor to be the most preferred solution provider in life's many moments of truth for the millions of lives that we aspire to positively impact and are driven by our core values - Sevabhav, Excellence and Credibility. The health and performance of the group has improved steadily over the last three years and is reflected in our results. The remuneration of our employees is competitive with the market and rewards high performers across levels. The remuneration to Directors, Key Managerial Personnel and Senior Management are a balance between Axed, incentive pay and long-term equity program based on the performance objectives appropriate to the working of the Company and its goals and is reviewed periodically and approved by the Nomination and Remuneration Committee of the Board. The remuneration of the Whole-time directors is within the limits approved by the shareholders of the Company at the Extra Ordinary General Meeting of Max India Limited held on December 5, 2013.

Details pursuant to Section 197 (12) of the Act, read with the Rule 5(1) and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure-6 (a)&(b).

Prevention of Sexual Harassment of women at workplace

Max India Limited has requisite policy for prevention of Sexual Harassment of Women at workplace. The comprehensive policy ensures gender equality and the right to work with dignity. The Internal Complaints Committee has been constituted as per provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No case under the said Act has been reported to the Committee during the year under review.

Loans, Guarantees or Investments in Securities

The Company has pursuant to the provisions of Section 186 of the Act, given loans, made guarantees and investments during the year under review.

The details of Loans, guarantees and investments are provided in Notes 11, 14, 15, 39 and 40 to the financial statements of the Company for the FY 2014-15.

Management Discussion & Analysis

In terms of Clause 49 of the Listing Agreement, a review of the performance of businesses, including those of your Company's joint ventures and subsidiaries, is provided in the Management Discussion & Analysis section which is attached elsewhere in this Annual Report.

Report on Corporate Governance

The Company has complied with all the mandatory requirements of Corporate Governance specified by the Securities and Exchange Board of India through clause 49 of the Listing Agreement. As required by the said Clause, a separate Report on Corporate Governance forms part of the Annual Report of the Company.

A certificate from M/s Sanjay Grover & Associates, Practicing Company Secretaries regarding compliance with the conditions of Corporate Governance and a certificate from the Managing Director and Chief Financial Officer on compliance of Clause 49 of the Listing Agreement form part of the Corporate Governance Report.

Public Deposits

During the year under review, the Company has not accepted or renewed any deposits from the public.

Contracts or Arrangements with Related Parties

All Related Party Transactions (RPTs) as per the provisions of the Act, that were entered during the financial year were in the ordinary course of the business of the Company and were on arm's length basis. There was no materially significant related party transaction entered by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.

Since all RPTs entered into by the Company were in the ordinary course of business and were on an arm's length basis, form AOC-2 is not applicable to the Company. However, the details of all the RPTs have been elaborately disclosed in the Notes to the Accounts of the Company for the financial year ended March 31, 2015 attached to this Annual Report.

Auditor & Auditors' Report

Pursuant to Section 139 & 142 of the Act, M/sSR Batliboi &Co. LLP, Chartered Accountants, were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on September 30, 2014 for a period upto the date of the next annual general meeting of the Company.

There are no audit qualifications or reporting of fraud in the Statutory Auditors Report given by M/s. S R Batliboi & Co. LLP, Statutory Auditors of the Company for the financial year 2014-15 as annexed elsewhere in this Annual Report.

M/s. S R Batliboi & Co. LLP, have expressed their unwillingness to be reappointed as Statutory Auditors of the Company. It is proposed to appoint M/s. Deloitte Haskins & Sells, LLP, in place of M/s SR Batliboi & Co.LLP as Statutory Auditors of the Company, till conclusion of Annual General Meeting to be held in financial year 2020.

Your Company received a written consent from M/s. Deloitte Haskins & Sells, LLP, Chartered Accountants, as required under Section 139 of the Act and a certificate to the effect that their appointment, if may, would be in accordance with the limits prescribed under Section 141 of the Act.

Secretarial Auditors and Secretarial Audit Report

Pursuant to Section 204 of the Act, your Company had appointed M/s Chandrasekaran Associates, Company Secretaries, New Delhi as its Secretarial Auditors to conduct the secretarial audit of the Company for the FY 2014-15. The Company provided all assistance and facilities to the Secretarial Auditor for conducting the audit. The Report of Secretarial Auditor for the FY 2014-15 is annexed to this report as Annexure-7. There is no Audit Qualifications in the said Secretarial Audit Report.

Risk Management Policy

The Board has formed a Risk Management Committee to identify the risks impacting the business, formulate strategies/ policies aimed at risk mitigation as part of risk management. Further, a core team comprising of senior management has also been formed to identify and assess key risks, risk appetite, tolerance levels and formulate strategies for mitigation of risks identified in consultation with process owners.

On the recommendation of the Risk and Compliance Review Committee in its meeting held on February 12, 2015, the Board of Directors, in its meeting held on May 27, 2015 has adopted a Risk Management policy for the Company, whereby, risks are broadly categorized into Strategic, Operational, Compliance, and Financial & Reporting Risks. The Policy outlines the parameters of identification, assessment, monitoring and mitigation of various risks which are key to business performance.

Internal Financial Control

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. The Control Assurance & Risk Management Department of the Company have reviewed the existence of various risk-based controls in the Company and also tested the key controls towards assurance for compliance for the present fiscal. Further, the testing of such controls shall also be carried out independently by the Statutory Auditors from the financial year 2015-16 onwards as mandated under the provisions of the Act.

In the opinion of the Board, the existing internal control framework is adequate and commensurate with the size and nature of the business of the Company.

Vigil Mechanism

The Company has a vigil mechanism pursuant to which a Whistle Blower Policy is in place. The Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. The said Policy is hosted on the Company's website at www.maxindia.com.

Particulars of Conservation Of Energy, Technology Absorption & Foreign Exchange Earning and Outgo

As your Company does not carry on any manufacturing operations, information in accordance with the provisions of Section 134 (3)(m) of the Act read with Rule (8) (3) of the Companies (Accounts) Rules, 2014 is not furnished herewith.

Extracts of Annual Return

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2015 forms part of this report as Annexure 1.

Directors' Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Act, it is hereby confirmed that:

(a) In the preparation of the 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 the 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 provisions of the 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; and

(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.

Cautionary Statement

Statements in this Report, particularly those which relate to Management Discussion and Analysis describing the Company's objectives, projections, estimates and expectations may constitute "forward looking statements" with in the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

Acknowledgements

Your Directors would like to place on record their appreciation of the contribution made by its management and its employees who through their competence and commitment have enabled the Company to achieve impressive growth. Your Directors acknowledge with thanks the co-operation and assistance received from various agencies of the Central and State Governments, the Regulatory Authorities, Financial Institutions and Banks, Shareholders, Joint Venture partners and all other business associates.

For and on behalf of the Board of Directors Max India Limited

New Delhi Analjit Singh August 12, 2015 Chairman


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the twenty-sixth Annual Report of your Company with the audited Statement of Accounts for the fnancial year ended March 31, 2014.

Consolidated Results

The highlights of the consolidated fnancial results of your Company and its subsidiaries are as under:

(Rs. Crore)

Year ended Year ended March 31, 2014 March 31, 2013

Income

Net Sales 896.2 888.3

Service Income 8,242.6 7,292.1

Other operating revenue and investment income 2,487.6 2,381.6

Other Income 56.9 61.6

Total Income (I) 11,683.3 10,623.6

Expenses Cost of raw material consumed 528.5 515.7

Purchase of pharmacy and pharmaceuticals supplies 327.2 288.9

(Increase)/ decrease in inventories of work- (3.7) (0.6)

In-progress, fnished goods and traded goods

Employee benefts expense 956.8 880.0

Change in policy reserves 4,228.9 3,050.7

Other expenses 5,140.0 4,676.3

Depreciation & Amortisation 137.9 136.8

Financial Expenses 93.2 84.4

Total Expenses (II) 11,408.8 9,632.2

Proft /(Loss) Before Tax (I-II) 274.5 991.4

Tax Expense 65.0 141.9

Proft / (Loss) After Tax 209.5 849.5

Minority Interest 70.0 65.4

Proft/(Loss) after tax, (after adjusting Minority Interest) 139.5 784.1

Signifcant improvement in operating performance: FY14 vs FY13*

- Net Revenue - 19%

- Proft Before Tax - 39%

- Proft After Tax - 44%

*FY13 adjusted for one off exceptional gain

The Company recommended a fnal dividend of 90%, taking the annual dividend to 180%. The Company has a healthy treasury corpus of Rs 235 crore as at March 31, 2014. Net worth rose 3% to Rs 2,984 crore during the year, on a consolidated basis.

A detailed update on the business achievements of your Company''s key operating subsidiaries is furnished as part of Management Discussions and Analysis section which forms part of the Report.

Standalone Results

The highlights of the stand-alone fnancial results of your Company are as under:

(Rs. Crore)

Year ended Year ended March 31,2014 March 31,2013

Income

Net sales 732.3 713.4

Revenue from Investment Activities 263.6 801.7

Other income 12.5 12.6

Total revenue (I) 1008.4 1,527.7

Expenditure

Manufacturing expenses 528.5 515.7

(Increase)/decrease in inventories of (4.9) 0.8 fnished goods and work-in-progress

Employee benefts expenses 79.4 81.7

Other expenses 180.0 238.8

Depreciation and amortization 23.6 23.8

Financial expenses 21.8 17.4

Total expenses (II) 828.4 878.2

Proft/(loss) before tax 180.0 649.5

Tax expense (5.2) 88.0

Proft/(Loss) After Tax 185.2 561.5

Signifcant improvement in operating performance: FY14 vs FY13*

- Revenue - 21%

- Proft Before Tax - 29 times

- Investment Income - 142% *FY13 adjusted for one off exceptional gains Max Speciality Films (MSF), a division of Max India Limited till FY2014, became a subsidiary of the Company effective April 1, 2014. MSF manufactures specialty BOPP (Bi-axially Oriented Polypropylene) flms for fexible packaging of food, confectionery, and fast moving consumer goods (FMCG) as well as for industrial packaging. The company also produces a line of leather coating flms. Over the years MSF has established a reputation for product innovation and customer service. In FY2013-14, MSF delivered signifcantly improved performance as compared to FY2012-13, MSF''s sales grew by 3% whereas EBIDTA grew 32% from Rs 43 crore in FY2012-13 to Rs 57 crore in FY2013-14. Export business accounted for 37% of net sales in FY2013-14 and registered a growth of 9%.

Dividend

Your Directors had approved payment of Interim Dividend of 90%, i.e., Rs.1.80/- per equity share of Rs.2/- each for the fnancial year 2013-14. Your Company made the payment of the aforesaid interim dividend to shareholders in the month of November 2013.

The Board of Directors of your Company further recommended a fnal dividend of 90% amounting to Rs.1.80 per equity share (on face value of Rs.2/- each) to the Shareholders for their approval at the ensuing Annual General Meeting scheduled to be held on September 30, 2014 and if approved, the same will be paid to the shareholders, in compliance with the applicable legislations. For shares held in electronic form, the dividend will be paid on the basis of benefcial ownership furnished by Depositories, viz., NSDL and CDSL for this purpose.

Transfer to Reserves

The Company proposes to transfer Rs. 18.5 crores to the general reserve out of the amount available for appropriation and an amount of Rs. 167 crores is proposed to be retained in the proft and loss account.

Directors

Your Directors approved the transition in the role of Mr. Analjit Singh to become the Non Executive Chairman of the Company effective April 1, 2014. Mr. Analjit Singh will now focus as the Non Executive Chairman of the Company on: (a) Medium and long term strategy (b) Review of talent/human capital related subjects (c) Board management and governance processes (d) Focus on service excellence and (e) Government relations.

As per the provisions of the Companies Act, 2013 (''the Act''), Independent Directors are required to be appointed for a term of fve consecutive years and shall not be liable to retire by rotation. Accordingly, resolutions proposing appointment of Mr. Rajesh Khanna, Mr. Aman Mehta, Dr. Dipankar Gupta and Mr. Ashok Kacker for a fve year term and Mr. N.C. Singhal for a two year term as he will be retiring on August 10, 2016, i.e., on completion of the age of 80 years, form part of the Notice of the Annual General Meeting. Dr. Subash Bijlani did not offer himself for re-appointment as an Independent Director of the Company at the ensuing Annual General Meeting. He will cease to be a director on the Board on September 30, 2014.

In accordance with the provisions of the Act, Mr. Ashwani Windlass, Mr. Sajeev Mehra and Mr. Mohit Talwar retire by rotation at the ensuing Annual General Meeting. Mr. Ashwani Windlass, Mr. Sanjeev Mehra and Mr. Mohit Talwar have offered themselves for re-election at the ensuing Annual General Meeting.

Increase in paid up share capital of the Company

The paid up equity share capital of the Company increased from Rs. 53,10,40,578/- as of March 31, 2013 to Rs. 53,25,91,514/- as of the date of this report arising from the allotment of 7,75,468 equity shares under "Employee Stock Plan 2003"

Business Investments

During the year under review,your Company made investment of Rs. 92.20 Crore in the share capital of Antara Senior Living. With this, the total capital contribution by the Company in Antara Senior Living stood increased to Rs.147.06 Crore as of March 31, 2014. Further, share application money of Rs. 5.65 Crores paid by your Company is pending for allotment.

During the year under review, your Company also made further investment of Rs. 122.10 Crore in Max Bupa. With this, the total equity contribution by the Company in Max Bupa increased to Rs.495.06 Crore as of March 31, 2014.

The total investment in Max Healthcare stood at Rs. 431.09 Crores as at March 31, 2014.

The total investment in Max Life stood at Rs. 1490.87 Crores as at March 31, 2014.

The total investment in Max Neeman Medical International stood at Rs 4.17 Crore as at March 31, 2014

Management Discussion & Analysis

A review of the performance of businesses, including those of your Company''s joint ventures and subsidiaries, is provided in the Management Discussion & Analysis section which forms part of this report.

Particulars of Deposits

During the year under review, your Company has not accepted or renewed any deposit from the public.

Employee Stock Option Plan

Your Company had instituted an ''Employee Stock Plan 2003'' (''2003 Plan''), which was approved by the Board of Directors in August 2003 and by the shareholders in September 2003. The 2003 Plan provides for grant of stock options aggregating not more than 5% of number of issued equity shares of the Company to eligible employees and directors of the Company. The 2003 Plan is administered by the Remuneration Committee appointed by the Board of Directors. During the year under review, upon exercise of options, 7,06,968 equity shares of Rs. 2/- each for cash at par were allotted.

Details of Options granted up to March 31, 2014 and other disclosures as required under Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given below:

Sl. Description 2003 Plan No.

(a) Total number of options granted till March 31, 43,38,398 2014

(b) The pricing formula Rs. 2/- per share

(c) Number of options vested till March 31, 2014 29,44,861

(d) Number of options exercised till March 31, 2014 28,85,861

(e) Total number of shares arising as a result of 28,85,861 exercise of options

(f) Number of options lapsed/forfeited till March 31, 3,80,255 2014

(g) Variation in terms of options —

(h) Money realized by exercise of options (Rs. 0.14 Crore)

(i) Total number of options in force as on March 10,72,282 31, 2014

(j) Details of options granted to senior management including directors in FY 2013-14:

- Mr. Mohit Talwar, Dy. Managing Director 38,000

- Mr. Rahul Khosla, Managing Director 3,13,000

- Mr. Anuroop Singh, Vice Chairman 1,62,000

(i) Any other employees who receives a grant in any None one year of option amounting to 5% or more of option granted during the year.

(ii) Identifed employees who were granted options None during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.

(k) Diluted Earnings Per Share (EPS) pursuant to Rs.6.93 issue of shares on exercise of option calculated in accordance with [Accounting Standard (AS) 20 Earnings Per Share]

(l) (i) The employee compensation cost has been calculated using the intrinsic value method of accounting for Options granted under the 2003 Plan. The employee compensation cost as per the intrinsic value method for the fnancial year 2013 – 14 is Rs.10.98 Crore.

(ii) The employee compensation cost based on fair value of stock options granted during the fnancial year 2013 – 14 is Rs. 11.04 Crore. This would have been recognized as compensation cost, if the Company had used fair value basis instead of adopting intrinsic value basis of accounting for these stock options.

(iii) On fair value basis of recognizing the employee compensation cost, proft after tax for the current fnancial year would have been Rs. 185.11 Crore instead of Rs. 185.16 Crore reported in the Proft and Loss account.

(iv) Basic earnings per share would have remained unchanged at Rs. 6.96 and diluted earnings per share would have remained unchanged at Rs. 6.93, had the Company adopted fair value basis of recognizing the employee compensation cost due to insignifcant amount of difference in the recognized expense and fair value of the ESOP expense.

(m) The exercise price of the stock options on the grant date is Rs. 2/- per existing equity share of Rs. 2/- each and the fair value for April 1, 2013 grant is Rs.222.54, for August 13, 2013 grant is Rs.186.02 and for August 19, 2013 grant is Rs.180.12.

(n) The computation of fair value of stock options granted under the 2003 Plan has been done using Black Scholes Option Pricing Model. The following assumptions have been used in applying this options pricing model:

(i) Risk free interest rate of 8.08% for April 1,2013 grant, 8.68% for August 13, 2013 grant and 9.99% for August 19, 2013 grant.

(ii) Expected life for the options granted during the FY 2013-14 i.e., April 2013 grant and August 2013 grant is 10 years.

(iii) Expected volatility of 31.36% for all options granted during the fnancial year 2013-14 based on historical volatility of the Company''s share.

(iv) Price of Rs. 223.40 for April 1, 2013 grant, Rs. 186.85 for August 13, 2013 grant and Rs. 180.85 for August 19, 2013 grant, being the available closing price of the Company''s share on the National/Bombay Stock Exchanges prior to the date of grant.

Statutory Disclosures

Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 (''the Previous Act'') read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 are given in the prescribed format annexed to this Report as Annexure–A. A statement giving particulars of employees under Section 217(2A) of the Previous Act read with the Companies (Particulars of Employees) Rules, 1975 for the fnancial year ended March 31, 2014 is annexed to this Report as

Annexure-B. Statement pursuant to Section 212 of the Previous Act relating to the subsidiaries of your Company is annexed to this Report.

Central Government vide its circular No. 5/12/2007-CL-III dated February 8, 2011 has granted a general exemption under Section 212(8) of the provisions Act to companies provided certain conditions are fulflled. Based on the aforesaid circular, the Board of Directors of the Company passed a resolution giving consent for not attaching the Balance Sheet, Proft & Loss Account, Report of the Board of Directors and the Report of the Auditors of its subsidiaries. Your Company will make available these documents/ details upon request by any member of the Company and its subsidiaries interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection by members at the respective registered offces of the Company and its subsidiary companies. However, pursuant to Accounting Standard 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements are presented by the Company as part of the annual report which includes the fnancial information of the subsidiaries.

Auditors

S.R. Batliboi & Co. LLP, Statutory Auditors of your Company hold offce till the conclusion of the ensuing Annual General Meeting (AGM) and are eligible for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 (''the Act'') and the Rules framed thereunder, it is proposed to appoint S.R. Batliboi & Co. LLP as statutory auditors of the Company from the conclusion of ensuing AGM till the conclusion of the twenty seventh AGM to be held in the year 2015. Your Company has received from them, a written consent required under Section 139 of the Act and a certifcate under Section 141 of the Act to the effect that their re- appointment, if made, would be in accordance with the conditions as may be prescribed in the Act.

The Auditors'' Report read alongwith notes to accounts is self explanatory and therefore does not call for any comments.

Cost Audit Report

The Board appointed M/s. Balwinder and Associates, Cost Accountants, as Cost Auditors to carry out cost audit for the Max Speciality Films division, for the fnancial year 2013-14. The cost audit report will be fled with the Central Government within the statutory timelines.

Directors'' Responsibility Statement

The Board of Directors of the Company confrms for the year ended March 31, 2014 that:

(i) In the preparation of annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures.

(ii) The Directors have 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 fnancial year and of the proft or loss of the Company for that period.

(iii) The Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Previous Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Directors have prepared the annual accounts on a going concern basis.

Cautionary Statement

Statements in this Report, particularly those which relate to Management Discussion and Analysis describing the Company''s objectives, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

Acknowledgements

Your Directors would like to place on record their appreciation of the contribution made by its management and its employees who through their competence and commitment have enabled the Company to achieve impressive growth. Your Directors acknowledge with thanks the co-operation and assistance received from various agencies of the Central and State Governments, Financial Institutions and Banks, Shareholders, Joint Venture partners and all other business associates.

On behalf of the Board of Directors

New Delhi Analjit Singh

August 13, 2014 Chairman


Mar 31, 2013

The Directors have pleasure in presenting the twenty-fifth Annual Report of your Company with the audited Statement of Accounts for the financial year ended March 31, 2013.

Consolidated Results

The highlights of the consolidated financial results of your Company and its subsidiaries are as under:

(Rs. Crore)

Year ended Year ended March 31, 2013 March 31, 2012

Income

Net Sales 888.3 832.1

Service Income 7,292.1 6,810.9

Other operating revenue and investment income 2,381.6 893.9

Other Income 61.6 41.3

Total Income (I) 10,623.6 8,578.2

Expenses

Cost of raw material consumed 515.7 482.5

Purchase of pharmacy and pharmaceuticals supplies 288.9 219.5

(lncrease)/decreasein (0.6) (8.1) inventories of work- ln-progress, finished goods and traded goods

Employee benefits expense 879.6 796.2

Change in policy reserves 3,050.7 2,659.4

Other expenses 4,676.7 3,998.8

Depreciation & Amortisation 136.8 102.0

Financial Expenses 84.4 86.0

Total Expenses (II) 9,632.2 8,336.3

Profit /(Loss) Before Tax (I-II) 991.4 241.9

Tax Expense 141.9 4.0

Profit / (Loss) After Tax 849.5 237.9

Minority Interest 65.4 82.9

Profit/(Loss) after tax, (after adjusting Minority Interest) 784.1 155.0

During the financial year 2012-13, the consolidated group revenue was Rs 10,624 Crore, representing a growth of 24% over the previous year. The group recorded a net profit of Rs. 784 Crore against Rs. 155 Crore in 2011-12, representing a significant increase of 406%. The growth in revenue and profit was primarily on account of gain made from stake sale in Max Life due to change in joint venture partner. A brief update on the business achievements of your Company''s key operating subsidiaries is as below:

(i) Max Life Insurance Company Limited

Max Life Insurance Company Limited (''Max Life''), a joint venture (JV) where Max India holds 71%stake while MS&AD Insurance Group Holdings, Japan has 26%, provides financial security across life''s various stages. Max Life has a prominent presence in the Indian life insurance space and is driven by the objective of providing life insurance and retirement solutions to meet ''Long Term Savings and Protection'' needs of Indians.

The year 2012 witnessed, MS&AD Insurance Group Holdings of Japan acquire the founding partner New York Life''s stake in Max Life at an enterprise valuation of Rs. 10,500 Crore. New York Life exited the joint venture in line with its strategy offocusing on its core markets.

MS&AD is world''s seventh largest general insurance group and brings with it, a rich experience of Life Insurance.

The salient features of Max Life''s results for the year 2013 are:

- Gross Written Premium increased by 4% to Rs.6,639 Crore with a 6% increase in renewal premium to Rs.4,739 Crore. AUM increased by 19% to Rs.20,458 Crore

- Sum assured stood at Rs.1,69,167 Crore-an increase of 11% over the previous financial year.

- A maiden dividend of Rs.259 Crore to shareholders was approved bythe Board of Directors

- Bonus of approximately Rs.297 Crore to participating policyholders will be distributed during 12 months starting 1 July 2013. In addition, a one-time special bonus of Rs.130 Crore will be distributed to participating policyholders with active policies bought before 31 December 2006.

- Solvency ratio of 521%, more than thrice the mandatory 150%, indicates the Company''s strong and stable financial position.

- Conservation ratio, an indicatorof customer retention, at 78% is one ofthe best among private life insurers.

- Cost ratio, an indicator of operational cost and expenses on commission, improved by 190 basis points to 28% in FY2013.

- Consequently, Max Life recorded an Enterprise Level Profit Before Tax of Rs.860 Crore - up by 17% over the previous financial year, while the Shareholder Profit Before Tax increased to Rs.475 Crore.

In a year where the new business premium ofthe life insurance industry declined, Max Life maintained its market share and retained its fourth rank among the private life insurers with a market share of 8.5% of adjusted first year premium. It continues to be the largest non-bank promoted private life insurer in India.

(ii) Max Healthcare Institute Limited

Max Healthcare Institute Limited (''Max Healthcare'') is a leading provider of standard, seamless, integrated and international class healthcare in India, especially focused on tertiary and quaternary care. It is committed to the highest standards of medical and service excellence, patient care, scientific research and medical education. With a network of 12 hospitals in Delhi-NCR, Punjab and Uttarakhand, the most advanced technology and state of the art infrastructure; it is rated as one ofthe best hospital chains in India.

There has been a significant capital infusion in the company in recent past primarily for setting up of new hospitals. While the new hospitals will take some time to scale up and become profitable, Max Healthcare has managed to maintain a decent topline and bottomline. The key numbers for 2012-13 are as follows:

- Total revenues increased by 39% to Rs.1149 Crore in FY2013 helped bya 23% growth in existing hospitals.

- EBIDTA increased by 545% from Rs.12 Crore in FY2012 to Rs.72 Crore in FY2013.

Max Healthcare has always endeavored to create a benchmark in India for Clinical & Service Excellence supported by best in class Infrastructure. While providing best in class services, the company is conscious of its commitments towards the weaker sections of society. Max Healthcare continues to strive to deliver its social obligations - expenditure on treatment for the economically weaker sections (EWS) has doubled over the course of FY2013.

To continue to generate financial returns while maintaining relative affordability, there is a constant effort to optimize costs and improve efficiencies. Given that much of the fixed assets are sunk costs, optimising the utilisation of these assets has been a majorfocus area.

(iii) Max Bupa Health Insurance Company Limited

Max India''s foray in the health insurance space is through Max Bupa Health Insurance Company Limited (''Max Bupa'') a JV with BUPA (British United Provident Association) Pic, UK. With a vision of becoming India''s most admired health insurance company, Max Bupa focuses on building long-term partnerships to enable people to live healthier and more successful lives. It is guided by its six core values acronymed CREATE - Caring, Respectful, Ethical, Accountable, Trustworthyand Enabling.

Health Insurance continues to be one of the most dynamic and fast evolving sectors of the Indian insurance industry. Gross written premiums for health insurance increased by 16% from Rs.13,212 Crore in FY2012 to Rs.15,341 Crore in FY2013.

The industry is dominated by public sector entities that together have 60% market share. The rest of the share is with 17 private sector players, of which 4 are standalone health insurance players including Max Bupa. Growth in this industry is fraught with numerous challenges including efficiency, affordability and accessibility of health insurance.

In the above backdrop, Max Bupa completed three years of operations in March 2013. During this short span, it has made significant progress in developing its customer base, people strength, processes and distribution base. Today, Max Bupa offers quality health insurance services through a dedicated team of over 1,050 employees and a network of 21 offices across 13 cities including Delhi, Mumbai, Chennai, Bangalore, Kolkata. Through its direct and indirect presence in 300 plus cities, Max Bupa insures over 1.2 million lives. It continues to focus on growingscale of operations while developing market leading productand service innovations.

Max Bupa has been rapidly expanding on most business and financial parameters though some of these superlative growth statistics are aided by the benefit of a relatively small base.

The key performance highlights for year have been:

- Starting the year with 2.15 lakh customers, Max Bupa closed the year with over 12 lakh customers, aided by the addition ofa large rural customer base.

- Gross Written Premium (GWP) increased 109% from Rs.99 Crore in FY2012 to Rs. 207 Crore in FY2013.

- The provider network grew from 1,200 to 1,800 hospitals, spanning over 300 cities in India.

- A new product Health Assurance, guaranteed cash benefit offering and an improved version of flagship product Heartbeat were launched during the year.

(iv) Antara Senior Living Limited

In line with itsstrategyof growinginsymbioticbusinesses, Max India recently entered the senior living business through a fully owned subsidiary - Antara Senior Living Limited (''Antara''). Antara is committed to its vision of ''influencing positive change and improving the quality of life of seniors in this country''. In order to fulfil this, Antara is focusing on creating vibrant residential communities with comprehensive services that enrich the lives of the residents by providing lifestyle with life-care. Max India is investing Rs.240 Crore in the business in the initial stage.

Though prevalent and matured in developed economies, senior housing in India is at a nascent stage. Estimates by real estate consulting major Jones Lang LaSalle suggests the demand for senior housing in Antara''s target market of high income category customers is around 21,000 dwellings.

Since the concept is new to India, Antara has given considerable emphasis to research. This has included primary surveys and research of market insights, extensive site visits to the benchmarkable senior living communities across the world and involvement of top global consultants specialising in senior living.

Given the needs of the sector, Max India, with its strong foundation in healthcare and service excellence, is well suited to create a comprehensive offering in this segment.

Antara is developing its first community in Dehradun. This is a premium segment offering, which aims to become a benchmark for quality of product and service. The endeavour is not only to develop a best-in-class facility created by world renowned architects to meet the requirements of seniors, but to construct integrated communities which will offer an aspirational way of life. To successfully deliver on this objective, there is a great deal of focus on the softer aspects of life at Antara. This includes the facilitating bonding and friendship among residents, well rounded health and wellness, utmost sense of security and safety, and above all a sense of social satisfaction.

The premium senior living industry has usually been attractive in terms of profitability with stability in returns in most parts of the world where it has been operational. The fact that this is a fairly untapped segment in India also provides an early mover advantage for Antara.

(v) Max Neeman Medical International Limited

Max Neeman Medical International Limited (''Max Neeman'') focuses on the business of clinical research. It is a value added contract research organisation (CRO) that provides support to the pharmaceutical, biotechnology, and medical device industries in the form of research services outsourced on a contract basis.

Today, the market in India is estimated at approximately US$1.5 bn, which is around 5% of the global business. Though the market is crowded with large Multi-National Players, Max Neeman has, since its inception, consciously positioned itself as a local player with expertise in the Indian market. It continues to grow the business with a focus of developing internal capabilities and establishing the brand as a trusted partnerfor its clients.

It has positioned itselfas a CRO that:

- Provides full range of Clinical research services

- Meets timelines with assured qualitystandards

- Has operations spread all over India

- Operates with medically qualified staff

Max Neeman targets medium size customers across USA, Europe and South East Asia. It also has a local customer base in India. Max Neeman has been successful in getting repeat business from its existing clients who have a pipeline of new drugs. This bears testimony to the company''s service capabilities.

In site management operations, it has the largest team in India and at the moment, Max Neeman is actively executing 315 studies in 540 sites across 43 cities with accessto 900 ICH-GCPtrained Investigators.

Standalone Results

The highlights of the stand-alone financial results of your Company are as under:

(Rs. Crore)

Year ended Year ended March 31,2013 March 31,2012

Income

Net sales 713.4 694.9

Revenue from Investment Activities 801.7 52.1

Other income 12.6 7.9

Total revenue (I) 1,527.7 754.9

Expenditure

Manufacturing expenses 515.7 482.5

(lncrease)/decrease in inventories of 0.8 (0.5) finished goods and work-in-progress

Employee benefits expenses 81.7 61.8

Other expenses 238.8 170.5

Depreciation and amortization 23.8 22.8

Financial expenses 17.4 31.0

Total expenses (II) 878.2 768.1

Profit/(loss) before tax 649.5 (13.2)

Tax expense 88.0 2.2

Profit/(Loss) After Tax 561.5 (15.4)

MSF, a division of Max India Limited, has a state of the art manufacturing facility at Railmajra, near Chandigarh where it manufactures ''Speciality'' BOPP (Bi-axially Oriented Polypropylene) films for niche applications in flexible packaging, food, confectionery, chocolates, FMCG, non-food and industrial packaging, leathercoatingfilms.

Over the years, MSF has emerged as a strong speciality and value added BOPP player with a steady and established customer base driven by service quality excellence and innovation. With its focus on innovation, MSF has established marketshare in the higher margin specialtysegment.

India is witnessing a robust demand for packaging driven by the growing population size, rapid urbanisation, changing life styles, increasing need for convenience and growth in organized retail. As per estimates of the commerce ministry of India, the $24.6bn Indian packaging industry is expected to grow at 12.3% CAGR during next 4-5 years to become the fourth largest global market, with sales of $42.7bn. In this backdrop strong growth annually of 12-13% is expected forthe BOPP during this period.

In the tight market environment during FY2013, Max Speciality Films division (''MSF'') successfully maintained its top-line with revenues increasing by 3% to Rs.713 Crore. Given the pricing pressures during 2012-13, even after massive efforts to operate at full capacity and maintain sales levels, the Profit Before Tax reduced significantly to Rs.4 Crore. On a positive note, MSF has established successful presence in diverse international markets. In FY2013 it exported around 30% of its production to South Africa, Middle East and Europe

Deep customer relations and strong product portfolio are few of its strengths which have enabled it to sail through even during turbulent times. MSF was the only player in the industry that operated at 100% capacity utilisation during 2012-13. This is a reflection of its high operating skills and strong customer support.

As informed earlier, the entire MSF division shall be transferred into newly incorporated Max Speciality Films Limited (''MSF Limited'') in which the shareholding of Max India Limited shall be 99% while 1%shall be held by Pharmax Corporation Limited, another subsidiary of Max India Limited. The shareholders of the Company had accorded their approval to transfer of MSF division as above, by way of a postal ballot process, the results of which were declared on July 24, 2013.

Dividend

Your Directors had approved payment of Interim Dividend of 500%, i.e., Rs.10/- per equity share of Rs.2/- each for the financial year 2012-13. Your Company made the payment of the aforesaid interim dividend to shareholders in the month of November 2012.

The Board of Directors of your Company further recommended a final dividend of 110% amounting to Rs.2.20 per equityshare (on face value of Rs.2/- each) to the Shareholders for their approval at the ensuing Annual General Meeting scheduled to be held on September 24, 2013 and ifapproved, the same will be paid to the shareholders, in compliance with the applicable legislations. For shares held in electronic form, the dividend will be paid on the basis of beneficial ownership furnished by Depositories, viz., NSDL and CDSL for this purpose.

Directors

Dr. Dipankar Gupta, Dr. Ajit Singh and Mr. Ashok Kacker have been co-opted as additional directors on the Board of Directors of the Company effective December 24, 2012, Februaryl, 2013 and August 13, 2013, respectively. The Company has received notices under Section 257 of the Companies Act, 1956 (''the Act'') proposing their candidature for being appointed as Directors of the Company at the ensuing Annual General Meeting.

In accordance with the provisions of the Act and the Articles of Association ofthe Company, Mr. Anuroop Singh, Mr. N.C. Singhal, Dr. Subash Bijlani and Mr. Aman Mehta retire by rotation at the ensuing Annual General Meeting. Mr. Anuroop Singh, Mr. N.C. Singhal, Dr. Subash Bijlani and Mr. Aman Mehta have offered themselves for re-election at the ensuing Annual General Meeting.

Mr. Piyush Mankad, Dr. Omkar Goswami and Mr. K. Narasimha Murthy retired by rotation in the last Annual General Meeting held on September 6, 2012. Your Directors place on record, their appreciation for the valuable contributions made by Mr. Piyush Mankad, Dr. Omkar Goswami and Mr. Narasimha Murthy during their association with the Company.

Increase in paid up share capital of the Company

The paid up equity share capital of the Company further increased from Rs. 52,91,38,220/- as of March 31, 2012 to Rs.53,18,72,078/- as ofthe date of this report arising from the allotment of 13,66,929 equity shares under "Employee Stock Plan 2003"

Business Investments

During the year under review, your Company made investment of Rs. 54.86 Crore in the share capital of Antara, the new business initiative of the Company. Further, share application money of Rs. 36 Crores paid byyour Company is pendingforallotment.

During the year under review, your Company also made a further investment of Rs. 112.48 Crore in Max Bupa. With this, the total equity contribution by the Company in Max Bupa stood increased to Rs. 372.96 Crore as of March 31, 2013.

Your Company acquired 71,42,857 equity shares of Max Healthcare from an overseas body corporate for an aggregate amount of Rs. 35.71 Crore. With this acquisition, your Company''s stake in Max Healthcare stood increased to 71.17% as of March 31, 2013.

The total investment in Max Life stood at Rs. 1490.87 Crores as at March 31, 2013, the details of which were reported in the previous Directors'' Report.

Management Discussion & Analysis

A review ofthe performance of businesses, including those of your Company''s joint ventures and subsidiaries, is provided in the Management Discussion & Analysis section which forms part ofthis report.

Particulars of Deposits

During the year under review, your Company has not accepted or renewed any deposit from the public.

Employee Stock Option Plan

(i) Your Company had instituted an ''Employee Stock Plan 2003'' (''2003 Plan''), which was approved by the Board of Directors in August 2003 and by the shareholders in September 2003. The 2003 Plan provides for grant of stock options aggregating not more than 5% of number of issued equity shares of the Company to eligible employees and directors ofthe Company. The 2003 Plan is administered by the Remuneration Committee appointed by the Board of Directors. During the year under review, upon exercise of options, 9,51,179 equity shares of Rs. 2/- each for cash at par were allotted. Your Company also granted 7,31,648 Options duringthe year under review.

(ii) The particulars of options granted, as on the date of this report, under the aforesaid stock option plan as required under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given below:

SI. Description 2003 Plan No.

(a) Total number of options granted till March 38,25,398 31, 2013

(b) The pricing formula Rs.2/-pershare

(c) Number of options vested till March 31,2013 25,78,893

(d) Number of options exercised till March 31,2013 21,78,893

(e) Total number of shares arising from exercise 21,78,893 of options

(f) Number of options lapsed/forfeited till March 3,48,005 31, 2013

(g) Variation in terms of options -

(h) Money realized by exercise of options (Rs. 0.44 Crore)

(i) Total number of options in force as on March 12,98,500 31, 2013

(j) Number of options granted to senior 7,31,648 management including directors in FY 2012-13

(k) Employees holding 5% ormoreof the total None number of options granted during the year

(I) Employees granted options equal to or None exceeding 1% or more of the issued capital during the year

The diluted earning per share was Rs. 21.03 for the financial year ended March 31, 2013. The diluted earning per share for the previous year was Rs. (0.60)

(iii) In respect of stock options granted till March 31, 2013 under the 2003 Plan, the Company has calculated employee compensation cost using intrinsic value of the stock options. Accordingly, an amount of Rs. 62.69 Crore has been recognized as total compensation charge for grants made in October 2003, March 2005, December 2005, June 2006, November 2008, January 2009, September 2009, January 2010, June 2010, October 2011, May 2012, June 2012, August 2012, November 2012, December 2012 and February 2013, out of which, in the current financial year, Rs. 8.19 Crore has been taken to the Profit and Loss account as expense. The additional details required to be disclosed in accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 relatingto the 2003 Plan are given below:

(a) The employee compensation cost based on fair value of stock options granted in October 2003, March 2005, December 2005, June 2006, November 2008, January 2009, September 2009, January 2010, June 2010, October 2011, May 2012, June 2012, August 2012, November 2012, December 2012 and February 2013, under the 2003 Plan is Rs. 63.29 Crore, out of which, in the current financial year, Rs. 8.21 Crore would have been recognized as compensation cost if the Company had used fair value basis instead of adopting intrinsic value basis of accounting for these stock options.

(b) On fair value basis of recognizing the employee compensation cost, profit after tax for the current financial year would have been Rs. 561.46 Crore instead of Rs. 561.48 Crore reported in the Profit and Loss account.

(c) Basic earnings per share would have remained unchanged at Rs. 21.16 and diluted earnings per share would have remained unchanged at Rs. 21.03, and the Company adopted fair value basis of recognizing the employee compensation cost due to insignificant amount of difference in the recognized expense andfairvalue of the ESOP expense.

(d) The exercise price of the stock options on the grant date is Rs. 2/- per existing equity share of Rs. 2/- each and the fair value for October 2011 grant is Rs. 168.55.

(e) The computation of fair value of stock options granted under the 2003 Plan has been done using Black Scholes Option Pricing Model. The following assumptions have been used in applying this options pricing model:

(i) Risk free interest rate of 8.77% for May 2012 grant, 8.51% for June 2012 grant, 8.36% for August 2012 grant, 8.31% for November 2012 grant, 8.30% for December 2012 grant and 7.97% for February 2013 grant.

(ii) Expected life for the options granted duringthe FY 2012-13 i.e. May 2012 grant, June 2012 grant, August 2012 grant, November 2012 grant, December 2012 grant and February 2013 grant is 11 years.

(iii) Expected volatility of 26.99% for all options granted during the financial year 2012-13 based on historical volatility of the Company''s share.

(iv) Price of Rs.197.95 for May 2012 grant, Rs.185.05 for June 2012 grant, Rs.183.95 for August 2012 grant, Rs.242.95 for November 2012 grant, Rs.240.7 for December 2012 grant and Rs.244.45 for February 2013 grant, being the latest available closing price of the Company''s share on the National/Bombay Stock Exchanges prior to the date of grant.

Statutory Disclosures

Information in accordance with the provisions of Section 217(l)(e) of the Act read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 are given in the prescribed format annexed to this Report as Annexure-A. A statement giving particulars of employees under Section 217(2A) ofthe Act read with the Companies (Particulars of Employees) Rules, 1975 for the financial year ended March 31, 2013 is annexed to this Report as Annexure-B. Statement pursuant to Section 212 of the Act relating to the subsidiaries ofyour Company is annexed to this Report.

Central Government vide its circular No. 5/12/2007-CL-lll dated February 8,2011 has granted a general exemption underSection 212(8) of the Act to companies provided certain conditions are fulfilled. Based on the aforesaid circular, the Board of Directors of the Company passed a resolution giving consent for not attaching the Balance Sheet, Profit & Loss Account, Report of the Board of Directors and the Report ofthe Auditors of its subsidiaries. Your Company will make available these documents/details upon request by any member of the Company and its subsidiaries interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection by members at the respective registered offices of the Company and its subsidiary companies. However, pursuant to Accounting Standard 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements are presented by the Company as part of the annual report which includes the financial information ofthesubsidiaries.

Auditors

S.R. Batliboi & Co. LLP (Formerly S.R. Batliboi & Co.), Statutory Auditors of your Company, retires and offers themselves for re-appointment. Your Company has received from them, a certificate required under Section 224(1-B) of the Act to the effect that their re-appointment, if made, would be in conformity with the limitsspecified in thatSection.

The Auditors'' Report read alongwith notes to accounts is self explanatory and therefore does not call for any comments.

Cost Audit Report

The Board appointed M/s. Balwinder and Associates, Cost Accountants, as Cost Auditors ofthe Company for the financial year 2012-13. The cost audit report will be filed with the Central Government within the statutorytimelines.

Directors'' Responsibility Statement

The Board of Directors ofthe Company confirms that:

(i) In the preparation of annual accounts, the applicable accounting standards have been followed, along with properexplanation relatingto material departures.

(ii) The Directors have 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 and of the profit or loss of the Companyforthat period.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Directors have prepared the annual accounts on a goingconcern basis.

Cautionary Statement

Statements in this Report, particularly those which relate to Management Discussion and Analysis describing the Company''s objectives, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

Acknowledgements

Your Directors would like to place on record their appreciation of the contribution made by its management and its employees who through their competence and commitment have enabled the Company to achieve impressive growth. Your Directors acknowledge with thanks the co-operation and assistance received from various agencies of the Central and State Governments, Financial Institutions and Banks, Shareholders, Joint Venture partners and all other business associates.

On behalf ofthe Board of Directors

New Delhi Analjit Singh

August 13, 2013 Chairman


Mar 31, 2010

The Directors have pleasure in presenting the twenty-second Annual Report of your Company with the audited Statement of Accounts for the financial year ended March 31, 2010.

CONSOLIDATED RESULTS

The highlights of the consolidated financial results of your Company and its subsidiaries are as under:

(RS. CRORE)

Year ended Year ended

March March

31, 2010 31, 2009

Income

Net Sales 421.1 401.6

Service Income 5150.3 4106.1

Income from investment activities 2073.6 330.2

Other Income 83.8 53.5

7728.8 4891.4

Expenses

Manufacturing, Trading and Direct 5858.2 3415.1

Expenses

Personnel Expenses 769.1 843.8

General and Administration Expenses 941.9 841.9

Financial Expenses 59.1 50.6

Depreciation 141.1 97.0

7769.4 5248.4

(Loss) Before Tax (40.6) (357.0) Tax Expense 3.4 (23.8)

(Loss) After Tax (44.0) (333.2)

Funds for Future Appropriations (45.3) 26.4

- Participating Policies

Minority Interest 17.7 88.4

Net (Loss) (71.6) (218.4)

The year 2009-10 proved to be a year of consolidation, our core businesses continued to sustain strong growth in line with the economic recovery, increase in customer base and improved service offerings. During financial year 2009-10, the consolidated Group revenue was Rs. 7728.8 crore representing a growth of 58% over the previous year. Our operating revenue stood at Rs. 5,571 crore, an increase of 24% over the previous year. Net loss after tax for 2009-10 stood at Rs. 44.0 crore against Rs. 333.2 Crore in the previous year. The losses were contained on account of increase in revenues and cost rationalization efforts undertaken across businesses. A brief update on the business

performance of your Companys key operating subsidiaries is as below:

(i) Max New York Life Insurance Company Limited:

Financial Year 2009-10 was a year of continued growth for Max New York Life Insurance Company Limited (MNYL). During the year under review, gross premium income stood at Rs.4,861 crore, recording a growth of 26% over the previous financial year. First year premium income grew marginally by 1% to Rs. 1,850 crore. With 50% increase over the previous year, renewal premium stood at Rs.3,011 crore. MNYL sold approx 10 lacs policies in 2009-10 compared to 12.1 lacs policies in the previous year. MNYL achieved a cumulative sum assured of Rs. 123,000 crore. Assets under management (AUM) crossed Rs.10,000 crore at the end of 2009-10, a growth of 82% over the previous year. With additional capital infusion of Rs.181 crore in 2009-10, the business stands capitalised at Rs.1,973 crore as on March 31, 2010.

During the financial year, the expenses of management to premium income ratio were brought down from 52% in 2008-09 to 40% in 2009-10 owing to cost rationalization efforts. MNYL reported a profit of Rs.24 crore in 2009-10, against a loss of Rs.419 crore in 2008-09 in the policyholders and shareholders combined profit and loss statement.

MNYL entered a 10-year distribution alliance with Axis Bank, the third largest private Indian bank with more than 1,000 branches, thereby strengthening MNYLs focus on multi-channel distribution strategy. Through this partnership, MNYL expects to garner an additional base of 20 lakh customers in the next five years. The share of agency in total sales reduced from 65% in 2008-09 to 62% in 2009-10. After significant expansion in 2008-09, the agency distribution channel focused on consolidation and improvement in efficiency during 2009-10. The agency base was rationalised and the total number of agents reduced by 14% in 2009-10. Average case size per agent increased by 8% from Rs.19,172 in 2008-09 to Rs.20,665 in 2009- 10. Average case rate per agent reduced from 1.05 in 2008- 09 to 0.66 in 2009-10, still amongst the best in the industry.

During the last 2 years, there has been a significant shift in product preference by consumers towards lower equity market, risk based products. At MNYL, the contribution of

Directors Report

ULIPs which have greater exposure to the equity market, in total new sales reduced from 85% in 2007-08 to 74% in 2008-09 and then to 73% in 2009-10. During 2009-10, MNYL launched eight new products- First Universal Life product (best of traditional as well as unit linked), Secure Dreams, Shikha Plus, Magic Builder and Smart Invest pension super, which will balance the portfolio between unit-linked and non-unit-linked products.

(ii) Max Healthcare Institute Ltd.:

Max Healthcare Institute Ltd. (MHC) provides comprehensive, integrated and world-class healthcare services with state-of-art infrastructure designed in accordance with international norms. MHC operates six super-specialty and multi-specialty hospitals and two specialty medical centres located in New Delhi and the surrounding NCR region offering services in over 30 medical disciplines.

During the fiscal 2009-10, MHC added 350 beds, thereby increasing the total bed capacity to 1,100 beds. The new wing of Max Balaji Hospital with 260 beds (at Patparganj) started operations in 2009 and 90 beds in Saket became operational in last quarter of 2009-10. Revenue from all hospitals in the MHC network grew nearly by 26% to Rs 534 crore in 2009-10 owing to expansion in bed capacity and new service profile such as Oncology and Minimally Invasive Surgeries. During the year ended March 31, 2010, MHCs network of hospitals performed over 740 open heart surgeries, 1,900 angioplasties and 4,440 angiographies. In addition, MHCs hospital network performed over 2,620 ortho-surgeries, 620 onco-surgeries,1,070 neuro-surgeries, 780 minimally invasive surgeries and 12,170 other surgeries and procedures.

MHC managed 35 operation theatres and 325 critical care beds across a completely integrated network. Average occupancy rate at MHC hospitals was approximately 73%. Number of patient episodes (measured by number of invoices issued to a patient during any period) increased from 1.9 million in 2008-09 to around 2.3 million in 2009- 10. In the last quarter of 2009-10, MHC averaged over 200,000 patient episodes per month.

As on March 31, 2010, MHC had around 1,250 physicians, including several doctors of international repute; 1,900 nurses; and 1,700 other support staff.

(iii) Max Bupa Health Insurance Company Limited:

Max Bupa Health Insurance Company Limited (MBHI) was formed in September 2008. After utilising most of the initial phase in completing regulatory work and building its team, systems, processes and products, it began commercial operations on March 22, 2010.

In 2009-10, MBHI has opened offices in six key centres across India: Delhi, Mumbai, Hyderabad, Bangalore, Pune and Chennai. MBHI is building on its employee strength and has recruited 400 people in 2009-10.

MBHI launched its first comprehensive health insurance plan called Heartbeat for both individuals and families. This product has several additional features apart from regular health insurance benefits that are tuned to address specific customer needs.

2009-10 has been a beginning. MBHI plans to continue developing newer products, increasing its customer base and growing its footprint across the country. It targets to grow and start generating profits in five years.

(iv) Max Neeman Medical International Limited:

Max Neeman Medical International Limited (MNMI) is a value added contract research organization (CRO) providing a broad range of clinical research services to global pharmaceutical, device and biotechnology companies.

MNMI also collaborates with other CROs in providing a variety of clinical services. MNMI provides clinical research services in the space of phase II & III studies and has access to over 1,200 ICH GCP trained investigators. The team of over 210 clinical research coordinators/clinical research associates in 22 cities across India gives it access to patients and investigator sites for various therapeutic areas. MNMI also started operations in Phase IV trials and medical writing. It now offers services across five specialization areas. An impressive operating standard enabled MNMI to provide services to 27 clients over 59 contracts during fiscal 2009-10. As of now, 92 studies are being conducted across 180 sites.

In fiscal 2009-10, MNMI registered revenue of Rs 18.5 crore representing a growth of 26% over the previous year. MNMI generated a profit of Rs. 2.2 crore in 2009-10, a growth of 137% over the previous year. Its order book as of March

31, 2010 stood at Rs. 32 crore. There were new orders worth Rs.22 crore during 2009-10. It added 6 new clients during the year, taking its total client base to 57.

STANDALONE RESULTS

The highlights of the stand-alone financial results of your Company are as under:

(RS. CRORE)

Year ended Year ended

March March

31, 2010 31, 2009

Income

Gross sales 355.5 393.5

Less: Sales returns (2.3) (3.7)

Excise duty (22.8) (36.0) Net sales 330.3 353.8

Service and other income 32.7 66.2

363.0 420.0

Expenditure

Manufacturing and other expenses 333.2 358.6

Financial expenses 14.6 16.3

Depreciation and amortization 12.6 12.1

360.4 387.0

Profit from operations 2.6 33.0

Diminution in value of investment 0.1 22.6

and doubtful advances to subsidiary

Profit Before Tax 2.5 10.4

Tax expense 3.1 (11.4)

Profit/(Loss) After Tax (0.6) 21.8

Fiscal 2009-10 was a year of consolidation for Max Speciality Films (MSF), the Speciality Packaging Manufacturing division of Max India Limited. All BOPP production lines at MSF operated at 100% capacity utilization. During the year, sales volume of BOPP Films improved to 29.7 KTA compared to 28.5 KTA in 2008-09. In FY 2009-10, net sales dropped by 7% year-on-year at Rs. 330 crore in 2009-10 against Rs. 354 crore for 2008-09 owing to lower sales realization which is directly linked to crude prices.

Raw Material prices has also witnessed a down trend owing due to decline in global crude prices. Further, the competitive landscape became stiffer with enhanced production capacity in the domestic market raising domestic supply to 325 KTA as on March 2010 relative to 235 KTA in the previous year.

Your Company made a marginal loss after tax of Rs.0.6 crore in the current year as compared with a profit of Rs. 21.8 crore in the previous year. The reduction in profit was mainly on account of lower investment income resulting from deployment of treasury funds to support our businesses, interest expense incurred on compulsorily convertible debentures and increase in employee stock option cost.

DIVIDEND

Your directors do not recommend any dividend in view of their decision to deploy internal accruals towards the growth of the Life Insurance, Healthcare and Health Insurance businesses.

DIRECTORS

Dr. S.S. Baijal retired from the directorship of the Company on completion of the age of 80 years in terms of the Articles of Association of the Company. Your Directors place on record, their

appreciation for the valuable contribution made by Dr. S.S. Baijal during his association with the Company. In recognition of the deep and valuable involvement in the Companys affairs over the last two decades and the progress and success made by the Company during his association, Dr. Baijal was conferred on the title of "Chairman Emeritus" effective September 7, 2009.

Mr. K. Narasimha Murthy and Dr. Omkar Goswami have been co-opted as additional directors on the Board of Directors of the Company effective December 22, 2009. The Company has received notices under Section 257 of the Companies Act, 1956 (the Act) proposing their candidature for being appointed as Directors of the Company at the ensuing Annual General Meeting.

Mr. N. Rangachary resigned from the Board of Directors of the Company effective July 26, 2010. Your Directors place on record, their appreciation for the valuable contribution made by Mr. Rangachary during his association with the Company. The Board appointed Mr. Sanjeev Mehra, a director nominated by Xenok Ltd. a wholly owned indirect subsidiary of GS Capital Partners VI Fund, L.P., controlled by the Goldman Sachs Group as a director effective July 30, 2010 in the casual vacancy caused by the resignation of Mr. Rangachary.

Your Directors propose the re-appointment of Mr. Analjit Singh as the Chairman & Managing Director of the Company for a further period of 5 years effective October 30, 2010 at the ensuing Annual General Meeting.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Ashwani Windlass, Mr. Rajesh Khanna, Mr. Leo Puri, Mr. Piyush Mankad and Mr. Sanjeev Mehra retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

MANAGEMENT DISCUSSION & ANALYSIS

[A review of the performance of businesses, including those of your Companys joint ventures and subsidiaries, is provided in the Management Discussion & Analysis.

FUND RAISING PROGRAMMES OF THE COMPANY

(a) Allotment of Compulsorily Convertible Debentures to Xenok Limited, on preferential basis

The Company allotted 6,019,925 Compulsorily Convertible Debentures (CCDs) of Rs.867/- per CCD for an aggregate consideration of Rs.5,219,274,975 [equivalent to US Dollar 115 million (approx.)] to Xenok Ltd. a wholly owned indirect subsidiary of GS Capital Partners VI Fund, L.P., controlled by the Goldman Sachs Group, on March 11, 2010. The CCDs bearing a coupon of 12% per annum shall be compulsorily convertible into four equity shares of Rs.2/- each at a premium of Rs. 214.75 per equity share on or before fifteen months from the date of allotment.

(b) Allotment of Convertible warrants to Dynavest India Private Limited, on preferential basis

The Company allotted 2,000,000 warrants of the face value of Rs.867/- per warrant to Dynavest India Private Limited, one of the promoter group companies of the Company on February 6, 2010. The Company received a sum of Rs.433.50 per warrant, being 50% of the consideration aggregating to Rs.86,70,00,000/- from Dynavest India Private Limited for the allotment of said warrants. For each warrant, Dynavest India Private Limited is entitled to subscribe to four equity shares of Rs. 2/- each in the Capital of the Company at a premium of Rs. 214.75 per equity share.

BUSINESS INVESTMENTS

The Company made an investment of Rs. 111.74 crore, being its capital contribution to MBHI, a 74:26 joint venture between the Company and Bupa of UK for the Health Insurance Business towards its initial capitalization. With the above investment, MBHI became a subsidiary of the Company effective December 17, 2009.

The Company also made a further investment of Rs.147.08 crore in MNYL during the year under review, taking the total equity contribution in MNYL to Rs. 1,460.58 crore as of March 31, 2010.

Your directors would like to confirm that the Company has been adequately funded to meet the financial requirements of the Company and its subsidiaries till the financial year 2012.

FIXED DEPOSITS

Your Company has not accepted/renewed any deposit up to the date of this Report.

EMPLOYEE STOCK OPTION PLAN

(i) Your Company had instituted an Employee Stock Plan 2003 (2003 Plan), which was approved by the Board of Directors in August 2003 and by the shareholders in September 2003. The 2003 Plan provides for grant of stock options aggregating not more than 5% of number of issued equity shares of the Company to eligible employees and directors of the Company. The 2003 Plan is administered by the Remuneration Committee appointed by the Board of Directors. During the year under review, 18,112 Options were vested and upon exercise 18,112 equity shares of Rs. 2/- each for cash at par were allotted. Your Company also granted 1,375,250 Options to certain employees/ directors during the year under review.

(ii) The particulars of options granted, as on the date of this report, under the aforesaid stock option plan as required under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given below:

Sl. No. Description 2003 Plan

(a) Total number of options granted till 28,36,500

March 31, 2010

(b) The pricing formula Rs. 2/-

per share

(c) Number of options vested till 11,13,037

March 31, 2010

(d) Number of options exercised till 11,13,037

March 31, 2010

(e) Total number of shares arising from 11,13,037

exercise of options

(f) Number of options lapsed/forfeited till 3,00,005

March 31, 2010

(g) Variation in terms of options -

(k) Money realized by exercise of 0.22

options (Rs. Crore) (l) Total number of options in force as on date 14,23,458

(m) Number of options granted to senior 13,75,250

management including directors

in FY 2009-10

(n) Employees holding 5% or more of the total None

number of options granted during the year

(o) Employees granted options equal to or None

exceeding 1% or more of the issued capital

during the year

The diluted earning per share was Rs. (0.05) for the financial year ended March 31, 2010. The diluted earning per share for the previous year was Rs. 0.98

(iii) In respect of stock options granted till March 31, 2010 under the 2003 Plan, the Company has calculated employee compensation cost using intrinsic value of the stock options. Accordingly, an amount of Rs. 44.06 crore has been recognized as total compensation charge for grants made in October 2003, March 2005, December 2005, June 2006, November 2008, January 2009, September 4, 2009 and January 1, 2010 out of which, in the current financial year, Rs. 5.58 crore has been taken to the Profit and Loss account as expense. The additional details required to be disclosed in accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 relating to the 2003 Plan are given below:

a) The employee compensation cost based on fair value of stock options granted in October 2003, March 2005, December 2005, June 2006, November 2008 January 2009, September 4, 2009 and January 1, 2010 under the 2003 Plan is Rs. 44.12 crore, out of which, in the current financial year, Rs. 5.59 crore would have been recognized as compensation cost if the Company had used fair value basis instead of adopting intrinsic value basis of accounting for these stock options.

b) On fair value basis of recognizing the employee compensation cost, loss after tax for the current financial year would have been Rs. 0.60 crore instead of Rs. 0.59 crore reported in the Profit and Loss account.

c) Basic and diluted earnings per share would have remained unchanged at Rs. (0.03), had the Company adopted fair value basis of recognizing the employee compensation cost due to insignificant amount of difference in the recognized expense and fair value of the ESOP expense.

d) The exercise price of the stock options on the grant date is Rs. 2/- per existing equity share of Rs. 2/- each and the fair value of each option works out to Rs. 111.55 for November 2008 and Rs. 105.38 for January 2009 grant.

e) The computation of fair value of stock options granted under the 2003 Plan has been done using Black

Scholes Option Pricing Model. The following assumptions have been used in applying this options pricing model:

i) Risk free interest rate of 5.78% for September 2009 grant, and 6.86% for January 2010 grant,

ii) Expected life of 3 year of these stock options for, 3 year option for September 4, 2009 grant and 3 year option for January 1, 2010 grant,

iii) Expected volatility of 54.97% for 3 year options January 2010 grant, 64.61% for 1 year options and 55.71% for 3 year September 2009 grant, based on historical volatility of the Companys share,

iv) No dividend expectation based on current years dividend recommendation, and

v) Price of Rs.178.40 for September 4, 2009 grant and Rs. 221.45 for January 1, 2010 grant being the latest available closing price of the Companys share on the National Stock Exchange prior to the date of grant.

STATUTORY DISCLOSURES

Information in accordance with the provisions of Section 217(1)(e) of the Act read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 are given in the prescribed format annexed to this Report as Annexure -A. A statement giving particulars of employees under Section 217(2A) of the Act read with the Companies (Particulars of Employees) Rules, 1975 for the financial year ended March 31, 2010 is annexed to this Report as Annexure-B. Statement pursuant to Section 212 of the Act relating to the subsidiaries of your Company, is annexed to this Report.

Your Company has been exempted by the Central Government vide their letter No. 47/352/2010-CL-III dated June 7, 2010 under Section 212 (8) of the Act from attaching a copy of the Balance Sheet, Profit & Loss Account, Report of the Board of Directors and the Report of the Auditors of the subsidiary companies. Your Company will make available these documents/details upon request by any member of the Company and its subsidiaries interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection by members at the respective registered offices of the Company and its subsidiary companies. However, pursuant to Accounting Standard 21 issued by the Institute of Chartered Accountants of

India, Consolidated Financial Statements are presented by the Company as part of annual report which includes the financial information of the subsidiaries. Ministry of Corporate Affairs (MCA) had issued "Corporate Governance Voluntary Guidelines" in December 2009. These guidelines are recommendatory in nature. The Company will examine the possibilities of adopting the guidelines in an appropriate manner.

AUDITORS

Price Waterhouse, Chartered Accountants, retiring auditors of the Company at the ensuing Annual General Meeting expressed their unwillingness to be re-appointed. The Directors place on record their appreciation to the valuable contribution made by Price Waterhouse during their association with Company as its statutory auditor. The Company has received a letter from S.R. Batliboi & Co., Chartered Accountants, expressing their willingness to be appointed as statutory auditors of the Company and further confirmed that their appointment, if made, will be in compliance with provisions of Section 224 (1B) of the Act.

GROUP FOR INTERSE TRANSFER OF SHARES

As required under Clause 3(e) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, persons constituting Group within the meaning as defined in the Monopolies and Restrictive Trade Practices Act, 1969 for the purpose of Regulation 10 to 12 of aforesaid SEBI Regulations are as follows:

(a) Mr. Analjit Singh, (b) Mrs. Neelu Analjit Singh, (c) Ms. Piya Singh (d) Mr. Veer Singh, (e) Ms. Tara Singh, (f) Neelu Family Trust, (g) Medicare Investments Limited, (h) Cheminvest Limited, (i) Liquid Investment and Trading Co., (j) Maxopp Investments Limited, (k) Mohair Investment & Trading Co. (P) Ltd., (l) Boom Investments Private Limited, (m) PVT Investment Limited, (n) Pen Investments Limited, (o) Pivet Finances Limited, (p) Dynavest India Private Limited. (q) Maxpak Investment Limited (r) Trophy Holdings Private Limited and (s) Moav Investment Limited.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms that:

(i) In the preparation of annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures.

(ii) The Directors have 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 and of the profit or loss of the Company for that period.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Directors have prepared the annual accounts on a going concern basis.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis describing the Companys objectives, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

ACKNOWLEDGEMENTS

Your Directors would like to place on record their appreciation of the contribution made by its Management and its employees who through their competence and commitment have enabled the Company to achieve impressive growth. Your Directors acknowledge with thanks the co-operation and assistance received from various agencies of the Central and State Governments, Financial Institutions and Banks, Shareholders, Joint Venture partners and all other business associates.

For and on behalf of the Board of Director

New Delhi ANALIT SINGH July30,2010 Chirman & Managing Director



 
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