Directors Report of Max India Ltd.(Old)

Mar 31, 2018

BOARD''S REPORT

Dear Members,

The Directors have pleasure in presenting the third Board''s Report of Max India Limited (''the Company'') along with the audited Statement of Accounts for the financial year ended March 31, 2018. This Board''s report is prepared on the basis of standalone financial statements of the Company for the year ended March 31, 2018.

Standalone Results

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

(Rs. Crore)
particulars	For the	For the
	year ended	year ended
	March	March
	31,2018	31,2017
Income
Revenue from operations	66.32	51.63
Other income	0.01	0.05
total revenue	66.33	51.68
expenditure
Employee benefits expens	25.24	24.04
Depreciation & Amortisation	0.87	0.80
Other expenses	26.13	26.29
total expenses	52.24	51.13
Profit/(Loss) before tax	14.09	0.55
Tax expense	7.78	3.13
Prof it/(Loss) After Tax	6.31	(2.58)

Your Company is engaged in the activity of holding and nurturing of investments in its subsidiaries and joint venture Company and also providing Management Consultancy Services to group companies.

During the year under review, your Company was a Core Investment Company ("CIC") under the Non-Banking Financial Companies Regulations (NBFC Regulations) as defined under the RBI Act,1934, as its financial income exceeded 50% of its total income and its financial assets (investments in securities etc.) exceeded 50% of the total assets for the financial year ended March 31, 2017. However, it didn''t meet the criteria stipulated by RBI for registration as a Systemically Important CIC under Section 45-IA of the RBI Act, 1934.

Your company ceased to be a CIC for the current financial year i.e. FY 2018-19 as it does not satisfy the above stated financial parameters basis the audited financial statements for the year ended March 31, 2018. 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 subsidiaries are as under:

(Rs. Crore)
Particulars	For the year ended March 31,2018	For the year ended March 31,2017
Income
Revenue from operations	1570.88	1416.06
Other Income	44.90	24.38
total Revenue	1615.78	1440.44
expenses
Cost of materials consumed	0.58	--
Purchase of pharmacy and pharmaceuticals supplies	225.84	194.46
(Increase)/ decrease in inventories of traded goods	(2.54)	(0.01)
Employee benefits expense	426.94	348.77
Depreciation & Amortisation	73.48	53.24
Professional and consultancy fees	185.75	162.23
Claims and other benefits payout	282.95	278.56
Other expenses	392.72	401.20
Finance cost	78.31	52.70
total expenses	1664.85	1491.15
Profit /(Loss) Before Tax	(48.27)	(50.71)
Tax Expense	16.01	3.25
Loss after tax from continuing operations (A)	(64.28)	53.96)
Profit after tax from discontinued operations (B)	4.91	7.81
Minority Interest (C)	(11.92)	(0.05)
Net loss (after adjusting minority interest) (A B C)	(71.29)	(46.20)

Share Capital

The Authorized share capital of the Company as on March 31, 2018 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, 11,13,016 equity shares of Rs. 2/- each were allotted for cash, on exercise of stock options by eligible employees under the ''Max India Employee Stock Plan 2016''.

The Paid up capital of the Company as on March 31, 2018 was Rs. 53,67,66,130 (Rupees Fifty three crores sixty seven lakh sixty six thousand one hundred thirty only) comprising of 26,83,83,065 equity shares of Rs. 2 each.

Further, your Company allotted 38,281 equity shares of Rs.2/- each for cash under the aforesaid Stock Plan post March 31, 2018 till the date of the Directors'' report i.e. August 10, 2018.

employee stock option plan

Your Company has adopted an employee stock option plan viz. ''Max India Employee Stock Plan 2016'' (''ESOP Plan'') at its first Annual General Meeting held on September 27, 2016. The ESOP 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 ESOP Plan is administered by the Nomination and Remuneration Committee constituted by the Board of Directors of the Company.

Pursuant to the Composite Scheme of Arrangement amongst Max Financial Services Limited (formerly ''Max India Limited'') (MFSL), Max India Limited (formerly ''Taurus Ventures Limited'') (the Company) and Max Ventures and Industries Limited (formerly ''Capricorn Ventures Limited'') and their respective shareholders and creditors, sanctioned by the Hon''ble High Court of Punjab and Haryana vide order dated December 14,

2015, the stock option-holders of MFSL were granted 25,03,560 stock options of the Company in proportion to the options held by them in MFSL with similar vesting schedule. Till date, the Company has issued and allotted 14,17,118 Equity shares of Rs. 2/- each, on the exercise 5,30,618 stock options at an exercise price of Rs.2/- per option and 8,86,500 stock options at an exercise price of Rs.77.80/- per option by the stock option-holders of MFSL.

In addition to above, the Nomination and Remuneration Committee of the Company granted 1,08,749 stock options to Mr. Mohit Talwar, Managing Director of the Company, of which 20,220 equity shares of Rs. 2/- each have been issued and allotted to him till date upon exercise of 20,220 stock options of Rs.2/- each.

There is no change in the ESOP plan during the financial year under review. The ESOP plan is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

As required under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, the applicable disclosures as on March 31, 2018 are available on the Company''s website at www. maxindia.com

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, 2018 (MGT-9) is enclosed as ''Annexure - 1'' to this report.

subsidiaries, associates and Joint Ventures

As of March 31, 2018, your Company had nine (9) subsidiaries and one (1) Associate Company, out of which six (6) Subsidiary Companies are direct Subsidiaries. Further, the Company owns 100% of the share capital in residual three (3) subsidiaries, on a pass through basis.

The requisite details of these companies form part of the extracts of Annual Return given in ''Annexure-1''.

A report on the performance and financial position these subsidiaries and Associate Company, included in the consolidated financial statements, presented in Form AOC-1 is enclosed as ''Annexure - 2'' to this report. Further, a detailed update on the business performance and contribution of your Company''s key operating subsidiaries in the performance of the Company is furnished as part of Management Discussion and Analysis section which forms part of the Report.

As provided in Section 136 of the Act, the financial statements and other documents of the subsidiary companies are not being attached with the financial statements of the Company. The complete set of financial statements including financial statements of the 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 and Corporate Office of the Company and shall also be made available to the shareholders of the Company in hard copy, on demand.

During the year under review, your Company made further investments of Rs. 99.5 crore in Antara Senior Living Limited by subscribing to 99,50,000 Compulsory Convertible Preference Shares (CCPS) of Rs.100/- each.

During the year under review, the Company acquired 2,01,49,399 equity shares of Rs. 10/- each held by International Finance Corporation, (IFC) USA in Max

Healthcare Institute Limited (representing 3.75% equity stake in Max Healthcare) for a consideration of Rs. 105/per equity share for an aggregate consideration of Rs. 211.57 crores. Post the aforesaid acquisition, both the Company and Life Healthcare, the JV partner hold equal shareholding of 49.70% in the paid up capital of Max Healthcare.

Upon receipt of shareholders'' approval at the Extraordinary General Meeting held on June 10,

2017, your Company allotted 193,84,854 Convertible Warrants on June 20, 2017 at an issue price of Rs. 154.76 per warrant to Mohair Investment and Trading Company Private Limited (an entity belonging to Promoter Group) on receipt of 25% of the warrant subscription amount, i.e., Rs. 75 crore. Each warrant is convertible into one equity share as per prevalent SEBI Guidelines upon payment of balance amount of Rs. 225 crore by the warrant holder at any time before expiry of 18 months from the date of allotment i.e. on or before December 19, 2018.

Dividend

The Board of Directors did not recommend any dividend for the financial year ended March 31, 2018, on the Equity Share Capital of the Company.

In terms of regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Company''s dividend distribution policy is enclosed as ''Annexure - 3'' to the board''s report.

Transfer to Reserves

The Company has not transferred any amount to the General Reserves for the financial year ended March 31, 2018.

Directors

As on March 31, 2018, the Board of Directors comprised of 7 (seven) members with 1 (one) Executive Director and 6 (six) Non-Executive Directors of which 3 (three) were Independent. Mr. Rahul Khosla, Chairman of the Company is a Non-Executive-Non Independent Director.

Mr. Dipankar Gupta, an Independent Director resigned from the Board of Directors of the Company with effect from April 11, 2018. The Board places on record its deep appreciation for the valuable contribution made by Mr. Dipankar Gupta as a Director of the Company.

In terms of Section 152 of the Act and the Articles of Association of the Company, Mr. Ashwani Windlass and Mr. Rahul Khosla are liable to retire by rotation at the ensuing Annual General Meeting. Mr. Ashwani Windlass and Mr. Rahul Khosla being eligible have offered themselves for re-appointment at the ensuing Annual General Meeting. Brief profiles of these directors form part of the Notice convening Annual General Meeting.

The Board met six times during the financial year 201718:

s. No.	date	Board Strength	No. of directors present at the meeting
1	May 11, 2017	7	6
2	May 29, 2017	7	6
3	August 11, 2017	7	7
4	November 1, 2017	7	5
5	February 13, 2018	7	7
6	March 22, 2018	7	6

The details regarding number of meetings attended by each Director during the year under review forms part of 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 the Listing Regulations, the Company has received declaration of Independence from its independent directors.

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. Details of these committees along with their charter, composition and meetings held during the year, are provided in the Corporate Governance Report, which forms part of this report.

1. audit Committee:

The Audit Committee met six times during the financial year 2017-18, viz. on May 11, 2017, May 29, 2017, August 11, 2017, November 1, 2017 and February 13, 2018 and March 22, 2018. The Committee as on March 31, 2018 consisted of Mr. Ashok Kacker (Chairman), Mr. Dipankar Gupta, Mr. Dinesh Kumar Mittal and Mr. Mohit Talwar. Consequent to the resignation of Mr. Dipankar Gupta, he ceased to be a member of the Committee effective April 11, 2018.

2. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee met four times during the financial year 2017-18, viz. on May 29, 2017 August 11, 2017, February 13, 2018 and March 22, 2018. The Committee as on March 31, 2018 consisted of Mr. Ashok Kacker (Chairman), Prof. Dipankar Gupta and Mr. Rahul Khosla. Consequent to the resignation of Mr. Dipankar Gupta, he ceased to be a member of the Committee effective April 11, 2018. Mr. D.K. Mittal was co-opted as a member of this Committee with effect from May 9, 2018.

3. Investment & Finance Committee:

The Committee met six times during the financial year 2017-18, viz. on May 11, 2017, May 29, 2017, August 11, 2017, November 1, 2017, February 13, 2018 and March 22, 2018. The Committee as on March 31, 2018 consisted of Mr. Ashwani Windlass (Chairman), Mr. Rahul Khosla, Mr. Ashok Kacker, Mrs. Tara Singh Vachani and Mr. Mohit Talwar''. Mr. D.K. Mittal was co-opted as a member of this Committee with effect from May 9, 2018.

4. Corporate social Responsibility Committee:

The Committee met once during the financial year 2017-18, viz. on August 11, 2017, in the presence of all its members. The Committee as on March 31, 2018 consisted of Mr. Ashok Kacker, Prof. Dipankar Gupta and Mr. Dinesh Kumar Mittal. Consequent to the resignation of Mr. Dipankar Gupta, he ceased to be a member of the Committee effective April 11, 2018 and later, Mrs. Tara Singh Vachani was coopted in his place as a member of this Committee.

5. stakeholders Relationship Committee:

The Committee met six times during the financial year 2017-18, viz. on May 11, 2017, May 29, 2017, August 11, 2017, November 1, 2017 and February 13, 2018 and March 22, 2018. The Committee as on March 31, 2018 consisted of Mr. Ashwani Windlass (Chairman), Mr. Ashok Kacker and Mr. Mohit Talwar.

6. Committee of Independent directors:

The Committee of Independent Directors as on March 31, 2018 consisted of Mr. Ashok Kacker, Prof. Dipankar Gupta and Mr. Dinesh Kumar Mittal.

The Independent Directors had a separate meeting on August 10, 2018 in the presence of both the Independent directors and without the presence of Executive Directors to evaluate the performance of directors of the Company, the Chairman, the board as a whole and committees thereof for the year under review. Mr. Ashok Kacker chaired the meeting. At the meeting, the independent directors also assessed the quality, quantity and timeliness of flow of information between the Company''s management and the board which enables the board to effectively and reasonably perform its duties. The independent directors also discussed the strategy and risks pertaining to the Company and its subsidiaries and associate companies.

7. allotment Committee:

Allotment Committee of Directors comprising of Mr. Rahul Khosla, Mr. Dipankar Gupta and Mr. Mohit Talwar was constituted during the year under review, for allotment of Convertible Warrants and/or Shares arising from conversion of such Convertible Warrants to Mohair Investment and Trading Company Private Limited, a company forming part of Promoter Group of the Company. The Allotment Committee met once on June 20, 2017 in the presence of Mr. Rahul Khosla and Mr. Dipankar Gupta for the allotment of Warrants to the aforesaid entity.

Performance Evaluation of the Board

As per the requirements of the Act and Listing Regulations, 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 for the financial year ended March 31, 2018.

The performance evaluation was carried out by obtaining feedback from all Directors through a confidential online survey mechanism through Diligent, 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, Independent Directors and the Board 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

In terms of the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Mohit Talwar-Managing Director, Mr. Jatin Khanna, Chief Financial Officer and Mr. V. Krishnan, Company Secretary are the Key Managerial Personnel (KMP) of the Company.

Nomination & Remuneration policy

In terms of the provisions of Section 134 (3)(e) 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 enclosed as ''Annexure - 4'' to this report and is also available on our website www.maxindia.com.

Corporate Social Responsibility Policy (CSR policy)

In terms of the provisions of section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company, on the recommendation of Corporate Social Responsibility Committee ("CSR Committee"), approved a CSR policy which is available on the website of the Company at www.maxindia.com.

Report on CSR Activities of the Company for the financial year ended March 31, 2018 is enclosed as ''Annexure - 5'' to this Report.

Human Resources

As on March 31, 2018, there were 51 employees on the rolls of the Company. 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.

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 enclosed as ''Annexure-6a'' and ''Annexure-6b'' to this report.

Prevention of Sexual Harassment of Women at workplace

Your Company has requisite policy for prevention of Sexual Harassment of Women at workplace, which is available at www.maxindia.com. The comprehensive policy ensures gender equality and the right to work with dignity. An Internal Complaints Committee (ICC) 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 Note No 32 to the financial statements of the Company for the FY 2017-18.

Management Discussion & Analysis

In terms of Regulation 34 of Listing Regulations, a review of the performance of the Company, including those of your Company''s subsidiaries and Associate Company, 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 Listing Regulations. 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 Listing Regulations and a certificate from the Managing Director and Chief Financial Officer on compliance of Part B of Schedule II of Listing Regulations, 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 Listing Regulations. Hence, the requirement of furnishing the particulars of contracts or arrangements entered into by the Company with related parties referred to in section 188(1) of the Act, in Form- AOC-2 is considered to be not applicable to the Company.

During financial year 2016-17, the Company entered into an agreement with Max Bupa Health Insurance Company Limited (Max Bupa), a subsidiary of the Company and a related party in terms of section 2(76) of the Act, in relation to amendment to existing Trademark License Agreement executed between erstwhile Max India Limited and Max Bupa for usage of Company''s trademark/ logo by Max Bupa without charging any royalty fee in the initial period of few years. The shareholders of the Company in its meeting held on September 27, 2016 accorded their approval for execution of the above referred agreement. The relevant details of the same forms part of Form-AOC-2 annexed with the Board''s report for the previous financial year 2016-17.

The details of all the Related Party Transactions form part of Note No. 28 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.maxindia.com

statutory Auditors and Auditors'' Report

Pursuant to Sections 139 & 142 of the Act, M/s S.R. Batliboi & Co., LLP, Chartered Accountants (FRN 301003E), were appointed as the Statutory Auditors of the Company at the first Annual General Meeting held on September 27, 2016 to hold office from the conclusion of first Annual General Meeting till the conclusion of the 5^th Annual General Meeting of the Company to be held in the year 2020.

The Ministry of Corporate Affairs (MCA) vide its notification dated 7 May 2018, has omitted the requirement under first proviso to section 139 of the Act and rule 3(7) of the Companies (Audit and Auditors) Rules, 2014, regarding ratification of the appointment of statutory auditors by shareholders at every subsequent AGM.

Consequently, M/s. S R Batliboi & Co. LLP, Chartered Accountants, continues to be the statutory auditors of the Company till the conclusion of 5th AGM, as approved by shareholders at Ist AGM held on September 27, 2016.

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 FY 2017-18 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 Sanjay Grover and Associates, Practicing Company Secretaries, New Delhi as its Secretarial Auditors to conduct the Secretarial Audit of the Company for the FY 2017-18. The Report of Secretarial

Auditor for the Financial Year ended March 31, 2018 is enclosed as ''Annexure-7'' to this report.

There are no audit qualifications, reservations or any adverse remark in the said Secretarial Audit Report.

Further, your company complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

Cost Records

Your Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Act.

Business Responsibility Report

A detailed Business Responsibility Report as required under regulation 34 of the Listing Regulations, is annexed to this report as ''Annexure-8''.

Internal Auditors

The Company follows a robust Internal Audit process and audits are conducted on a regular basis, throughout the year in accordance with the Audit Plans. During the year under review, M/s MGC and KNAV, Global Risk Advisory LLP were re-appointed as Internal Auditors for conducting the Internal Audit of key functions and assessment of Internal Financial Controls as required under applicable regulations.

Risk Management

Your Company considers that risk as an integral part of its business and therefore, it takes proper steps to manage all risks in a proactive and efficient manner. The Company management periodically assesses risks in the internal and external environment

and incorporates suitable risk treatment processes in its strategy, and business and operating plans.

There are no risks which, in the opinion of the Board, threaten the very existence of your Company. However, some of the challenges/risks faced by its key operating subsidiaries & Associate Company have been dealt in detail in the Management Discussion and Analysis section of respective companies forming part of this Annual Report. A copy of the same can also be accessed at Company''s web-site www.maxindia.com.

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 Management 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 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.

During the year under review, there were no instances of fraud reported by the auditors under section 143(12) of the Act to the Audit Committee or the Board of Directors.

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.maxindia.com

A brief note on Vigil Mechanism/ Whistle Blower Policy is also provided in the Report on Corporate Governance, which forms part of the Annual Report.

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. 144.65 Lacs

Directors'' Responsibility statement

Pursuant to the requirement under Section 134(3)(c) 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.

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, 2018 and the date of the Directors'' report i.e. August 10, 2018.

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

During the year under review, there were no 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.

Unclaimed shares

During the year under review, unclaimed shares lying with the Company have been transferred and dematerialized in an ''Unclaimed Suspense Account'' of the Company in compliance with the Listing Regulations. This account is being maintained by the Company purely on behalf of the shareholders entitled for these shares.

It may also be noted that all the corporate benefits accruing on these shares like bonus, split etc., if any, shall also be credited to the said ''Unclaimed Suspense Account'' and the voting rights on these shares shall remain frozen until the rightful owner has claimed the shares. Shareholders who have not yet claimed their shares are requested to immediately approach the Share Department of the Company or Registrar and Transfer Agent (RTA) by forwarding a request letter duly signed by all the shareholders furnishing their complete postal address along with PIN code, a copy of PAN card & proof of address, and for delivery in demat form, a copy of Demat Account - Client Master Report duly certified by the Depository Participant (DP) and a recent Demat Account Statement, to enable the Company to release the said shares to the rightful owner.

The status of equity shares lying in the Suspense Account as on March 31, 2018 is as under:

s. No.	particulars	No. of shareholders	No. of equity shares held
1	Aggregate number of shareholders and the outstanding shares lying in the Unclaimed suspense account as on September 12, 2017 (i.e. the date on which these unclaimed shares were transferred to suspense account in demat form)	2,269	5,05,459
2	Number of shareholders who approached the Company(with complete documentation) for transfer of shares from the Unclaimed Suspense Account during the year	12	4,685
3	Number of shareholders to whom shares were transferred from the Unclaimed Suspense Account during the year;	12	4,685
4	Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the end of the year	2,257	500,774

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 India Limited

(Formerly Taurus Ventures Limited)

New Delhi Rahul Khosla

August 10, 2018 Chairman

(DIN:03597562)

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Mar 31, 2017

Dear Members,

The Directors have pleasure in presenting the second Board’s Report of Max India Limited (‘the Company’) along with the audited Statement of Accounts for the financial year ended March 31, 2017. This Board’s report is prepared on the basis of standalone financial statements of the Company for the year ended March 31, 2017.

Standalone Results

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

(Rs. in Crore)

Particulars	For the financial year ended March 31,2017	For the period from January 1, 2015 to March 31,2016
Income
Revenue from operations	51.63	68.14
Other income	0.05	0.01
Total revenue (I)	51.68	68.15
Expenditure
Employee benefits expense	24.04	22.51
Depreciation & Amortisation	0.80	0.73
Other expenses	26.29	22,28
Total expenses (II)	51.13	45.52
Profit/(Loss) before tax	0.55	22.63
Tax expense	3.13	8.29
Profit/(Loss) After Tax	(258)	14.34

Your Company is primarily engaged in business of making investments in its subsidiaries and joint ventures and accordingly in terms of extant RBI guidelines, your Company is a Core Investment Company (“CIC”) with financial 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 stipulated by RBI for registration as a Systemically Important CIC under Section 45-IA of RBI Act, 1934.

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. in Crore)

	For the financial year ended March 31,2017	For the period from January 1, 2015 to March 31,2016
Income
Net Sales	68.13	67.31
Service Income	1278.75	1044.41
Other operating revenue and investment income	82.56	100.15
Other Income	24.38	15.63
Total Revenue (I)	1453.82	1227.50
Expenses
Purchase of pharmacy and pharmaceuticals supplies	194.46	185.70
(Increase)/ decrease in inventories of work-in-progress, finished	(0.01)	(123)
goods and traded goods
Employee benefits expense	348.78	319.33

Claims and other benefits payout	278.56	232.67
Other expenses	563.43	482.90
Depreciation & Amortisation	58.80	55.54
Financial Cost	52.70	40.96
Total Expenses (II)	1496.72	1315.87
Profit /(Loss) Before Tax (I-II)	(42.90)	(88.37)
Tax Expense	3.25	10.20
Profit / (Loss) After Tax	(46.15)	(98.57)
Minority Interest	(0.05)	17.83
Profit/(Loss) after tax (after adjusting Minority Interest)	(46.20)	(80.74)

Share Capital

The Authorized share capital of the Company as on March 31, 2017 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 involving Max Financial Services Limited (formerly Max India Limited) (MFSL), Max India Limited (formerly Taurus Ventures Limited) (the ‘Company’) and Max Ventures and Industries Limited (formerly Capricorn Ventures Limited), your Company had issued and allotted a total of 266,983,999 equity shares on May 14, 2016, in the ratio of 1 (one) equity share of Rs. 2/- each fully paid up of the Company for every 1 (one) equity share of Rs. 2/- each fully paid up, held by the shareholders in MFSL on January 28, 2016 (record date) and the initial issued, subscribed and paid up share capital of Rs. 500,000/- (Rupees Five Lakhs only) which was subscribed by the MFSL and its nominees was cancelled, in terms of the Composite Scheme of Arrangement.

Following the allotment of share as per the aforesaid Composite Scheme of Arrangement, the shares of the Company were listed with NSE and BSE effective July 14, 2016.

During the year under review, 2,86,050 equity shares of Rs.2/- each were allotted for cash under the ‘Max India Employee Stock Plan 2016’.

The Paid up capital of the Company as on March 31, 2017 was Rs. 53,45,40,098/- (Rupees Fifty three crores forty five lacs forty thousand and ninety eight only) comprising of 26,72,70,049 equity shares of Rs. 2 each.

Further, your Company allotted 9,20,400 equity shares of Rs.2/-each for cash under the aforesaid Stock Plan post March 31, 2017 till the date of the Directors’ report i.e. August 11, 2017

Employee Stock Option Plan

Your Company has adopted an employee stock option plan viz. ‘Max India Employee Stock Plan 2016’ (‘2016 Plan’) at its first Annual General Meeting held on September 27, 2016. The 2016 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 2016 Plan is administered by the Nomination and Remuneration Committee constituted by the Board of Directors of the Company.

Pursuant to the Composite Scheme of Arrangement, the stock option-holders of MFSL received 25,03,560 stock options of the Company in proportion to the options held by them in MFSL with similar vesting schedule.

There is no change in the 2016 plan during the financial year under review. The 2016 plan is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

As required under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, the applicable disclosures as on March 31, 2017 are available on the Company’s website at https://goo.gl/wDNBZ8

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, 2017 forms part of this report as Annexure 1.

Subsidiaries, Associates and Joint Ventures

As of March 31, 2017, your Company had 9 subsidiaries and 1 Associate Company out of which the Company directly owns 100% of the share capital in 4 subsidiaries and 100% of the share capital in 3 subsidiaries, on a pass through basis. The basic details of these companies form part of the extracts of Annual Return given in ‘Annexure-1’.

Form AOC-1 containing the salient features of financial statements of the Company’s subsidiaries and associates is attached as ‘Annexure - 2’.

During the year under review, your Company made further investments of Rs. 38.5 crore in Antara Senior Living Limited by subscribing to 8,50,000 Compulsory Convertible Preference Shares (CCPS) of Rs.100/- each. Further, your Directors approved an additional investment of Rs. 60 crore in CCPS of Antara Senior Living Limited as of the date of this report.

The Company is in the process of acquiring 2,01,49,399 equity shares of Rs. 10/- each held by International Finance Corporation, (IFC) USA in Max Healthcare Institute Limited (representing 3.75% equity stake in Max Healthcare) for a consideration of Rs. 105/per equity share for an aggregate consideration of Rs. 211.57 crores. Post the aforesaid acquisition, both the Company and Life Healthcare, the JV partner will hold equal shareholding of 49.70% in the paid up capital of Max Healthcare.

Subject to the shareholders approval, your Directors also approved issuance of 193,84,854 Convertible Warrants at an issue price of Rs.154.76 per warrant to Mohair Investment and Trading Company Private Limited, an entity forming part of the Promoter Group for an aggregate amount of Rs.300 crores.

Upon receipt of shareholders’ approval at the Extraordinary General Meeting held on June 10, 2017, your Company allotted 193,84,854 Convertible Warrants on June 20, 2017 at an issue price of Rs. 154.76 per warrant to Mohair Investment and Trading Company Private Limited on receipt of 25% of the warrant subscription amount, i.e., Rs. 75 crore. The balance amount of Rs. 225 crore will be paid by the warrant holder at any time before the allotment of equity shares pursuant to conversion of warrants, i.e., on or before December 19, 2018.

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.

As provided in Section 136 of the Act, the financial statements and other documents of the subsidiary companies 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.maxindia.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.

Dividend

In view of losses, the Board of Directors did not recommend any dividend for the financial year ended March 31, 2017, on the Equity Share Capital of the Company.

Transfer to Reserves

The Company has not transferred any amount to the General Reserves for the financial year ended March 31, 2017.

Directors

As on March 31, 2017, the Board of Directors comprised of 7 (seven) members with 1 (one) Executive Director and 6 (six) Non-Executive Directors of which 3 (three) are Independent. Mr. Rahul Khosla, Chairman of the Company is a Non Executive-Non Independent Director.

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

- Mr. N.C. Singhal, an Independent Director retired from the Board of Directors of the Company effective August 10, 2016.

- Mr. Sanjeev Mehra resigned from the Board of the Company effective December 8, 2016. Simultaneously, the position held by Ms. Lavanya Ashok as an Alternate Director to Mr. Sanjeev Mehra on the Board of the Company stood vacated.

- Mr. Dinesh Kumar Mittal was appointed as an Additional Director holding the position of Independent Director on the Board of the Company effective November 9, 2017. The term of office of Mr. Mittal expires on the date of ensuing Annual General Meeting. The Company has received notice under Section 160 of the Act from a member proposing the candidature of Mr. Dinesh Kumar Mittal (as a non-executive independent director) for being appointed as Director of the Company. The Board of Directors recommends his appointment as an Independent Director to the shareholders of the Company.

Your Directors places their deep appreciation for the valuable contributions made by Mr. N.C. Singhal, Mr. Sanjeev Kishen Mehra and Ms. Lavanya Ashok during their association with the Company.

In terms of Section 152 of the Act and the Articles of Association of the Company, Mr. Rahul Khosla and Mrs. Tara Singh Vachani are liable to retire by rotation at the ensuing Annual General Meeting. Mr. Rahul Khosla and Mrs. Tara Singh Vachani being eligible have offered themselves for re-appointment at the ensuing Annual General Meeting.

Brief profiles of these directors are annexed to the Notice convening Annual General Meeting forming part of this Annual Report.

The Board met six times during the financial year 2016-17:

S.No.	Date	Board Strength	No. of Directors Present at the meeting
1	May 14, 2016	8	3
2	May 25, 2016	8	7
3	August 8, 2016	8	7
4	November 9, 2016	7	6
5	February 13, 2017	7	5
6	March 27, 2017	7	4

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 Company has received declaration of Independence from its independent directors.

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. Details of these committees along with their charter, composition and meetings held during the year, are provided in the Corporate Governance Report, which forms part of this report.

1. Audit Committee:

The Audit Committee met four times during the financial year 2016-17, viz. on May 25, 2016, August 8, 2016, November 9, 2016 and February 10, 2017. The Committee as on March 31, 2017 consisted of Mr. Ashok Kacker (Chairman), Prof. Dipankar Gupta, Mr. Dinesh Kumar Mittal and Mr. Mohit Talwar.

2. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee met three times during the financial year 2016-17, viz. on August 8, 2016, November 9, 2016 and March 27, 2017. The Committee as on March 31, 2017 consisted of Mr. Ashok Kacker (Chairman), Prof. Dipankar Gupta and Mr. Rahul Khosla.

3. Investment & Finance Committee:

The Committee met four times during the financial year 2016-17, viz. on May 25, 2016, August 8, 2016, November 9, 2016 and February 13, 2017. The Committee as on March 31, 2017 consisted of Mr. Ashwani Windlass (Chairman), Mr. Rahul Khosla, Mr. Ashok Kacker, Mrs. Tara Singh Vachani and Mr. Mohit Talwar.

4. Corporate Social Responsibility Committee:

The Committee met once during the financial year 2016-17, viz. on November 9, 2017. The Committee as on March 31, 2017 consisted of Mr. Ashok Kacker, Prof. Dipankar Gupta and Mr. Dinesh Kumar Mittal.

5. Stakeholders Relationship Committee:

The Committee met four times during the financial year 201617, viz. on August 8, 2016, September 22, 2016, November 9, 2016 and February 10, 2017. The committee as on March 31, 2017 consisted of Mr. Ashwani Windlass (Chairman), Mr. Ashok Kacker and Mr. Mohit Talwar.

6. Committee of Independent Directors:

The Committee of Independent Directors as on March 31, 2017 consisted of Mr. Ashok Kacker, Prof. Dipankar Gupta and Mr. Dinesh Kumar Mittal. The Independent Directors had a separate meeting on August 8, 2016 during the financial year 2016-17.

Later, the Independent Directors also had another separate meeting on August 11, 2017 for the Board evaluation for FY 2016-17. 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 and;

(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 Diligent, 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.

In terms of the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Mohit Talwar- Managing Director, Mr. Jatin Khanna, Chief Financial Officer and Mr. V. Krishnan, Company Secretary are the Key Managerial Personnel (KMP) of the Company.

Nomination & Remuneration Committee Policy

In terms of the provisions of Section 134 (3)(e) 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- 3” and is also available on our website www.maxindia.com.

Corporate Social Responsibility Policy (CSR policy)

In terms of the provisions of section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a Corporate Social Responsibility (“CSR”) Committee. The composition and terms of reference of the CSR Committee is provided in the Corporate Governance report, which forms part of this report.

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 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.

Details on CSR Activities are enclosed as “Annexure - 4” to this Report.

Human Resources

As on March 31, 2017, there were 53 employees on the rolls of the Company. 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.

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-5(a) and Annexure-5(b).

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 (ICC) 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 31 to the financial statements of the Company for the FY 2016-17.

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 except as disclosed in Form-AOC-2 enclosed as Annexure-6 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.

The details of all the Related Party Transactions form part of note no. 27 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.maxindia.com statutory Auditors and Auditors’ report.

Pursuant to Sections 139 & 142 of the Act, M/s S.R. Batliboi & Co., LLP, Chartered Accountants, were appointed as the Statutory Auditors of the Company at the first Annual General Meeting held on September 27, 2016 to hold office from the conclusion of first Annual General Meeting till the conclusion of the 5^th Annual General Meeting of the Company to be held in the year 2020, subject to ratification of their appointment in every Annual General Meeting held during their tenure.

M/s S.R. Batliboi & Co., 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. The Board recommends the ratification of the appointment of M/s S.R. Batliboi & Co., LLP, Chartered Accountants as the Statutory Auditors 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 FY 2016-17 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 Sanjay Grover and Associates, Practicing Company Secretaries, New Delhi as its Secretarial Auditors to conduct the Secretarial Audit of the Company for the FY 2016-17. The Report of Secretarial Auditor for the Financial Year ended March 31, 2017 is annexed to this report as ‘Annexure-7’.

There are no audit qualifications, reservations or any adverse remark 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 as an integral part of its business and therefore, it takes proper steps to manage all risks in a proactive and efficient manner. The Company management periodically assesses risks in the internal and external environment and incorporates suitable risk treatment processes in its strategy, and business and operating plans.

There are no risks which, in the opinion of the Board, threaten the very existence of your Company. However, some of the challenges/risks faced by its key operating subsidiaries have been dealt in detail in the Management Discussion and Analysis section of respective companies forming part of this Annual Report. A copy of the same can also be accessed at Company’s web-site www.maxindia.com.

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 Management 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 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.

During the year under review, there were no instances of fraud reported by the auditors under section 143(12) of the Act to the Audit Committee or the Board of Directors.

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.maxindia.com

A brief note on Vigil Mechanism/ Whistle Blower Policy is also provided in the Report on Corporate Governance, which forms part of the Annual Report 2016-17.

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. 281.85 Lacs

Directors’ Responsibility Statement

Pursuant to the requirement under Section 134(3)(c) 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.

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, 2017 and the date of the Directors’ report i.e. August 11, 2017 except the annulment of the proposal of a composite scheme of amalgamation and arrangement amongst Max Financial Services Limited (“MFSL”), Max Life Insurance Company Limited (“Max Life”), HDFC Standard Life Insurance Company Limited (“HDFC Life”) and the Company, and their respective shareholders and creditors (“Scheme”). The Scheme, as approved by the Board of Directors of the Company in August 2016, inter alia contemplated consolidation of the life insurance business of Max Life into HDFC Life and merger of residual MFSL into the Company.

The parties to the proposed Scheme had applied for various regulatory approvals. However, Insurance Regulatory and Development Authority of India (IRDAI) expressed certain reservations to the Scheme. The proposed Scheme and the applications filed in this regard with the Stock exchanges and other regulatory authorities were withdrawn on July 31, 2017.

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.

Unclaimed Shares

In compliance with the Listing Regulations, 2015, the Company sent all three reminders to those shareholders whose certificates had been returned undelivered and were lying with the Registrar and Transfer Agents of the Company.

Pursuant to the approval of the Board, these unclaimed shares were transferred to one folio in the name of “Unclaimed Suspense Account”. Such shares shall be dematerialized into the Demat Account exclusively opened for the purpose of keeping these unclaimed shares. The voting rights on such shares shall remain frozen till the rightful owner claims the shares.

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 India Limited

(formerly Known as Taurus Ventures Limited)

New Delhi Rahul Khosla

August 11, 2017 Chairman

(DIN: 03597562)

---

Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting their first report along with the Audited Financial Statements of the Company for the period covering January 1, 2015 being the date of incorporation of the Company, upto March 31, 2016.

Financial Results

The Standalone financial performance of your Company for first financial year ended March 31, 2016 is summarized below:

(Rs. Crores)

For the period from January 1, Particulars 2015 to March 31, 2016

Income

Revenue from operations 68.15

Other income 0.01

Total revenue (I) 68.16

Expenditure

Employee benefits expense 22.51

Depreciation & Amortisation 0.73

Other expenses 22.29

Total expenses (II) 45.53

Profit/(loss) before tax 22.63

Tax expense 8.29

Profit/(Loss) After Tax 14.34

Consolidated Results

The consolidated financial performance of your Company and its

subsidiaries for the first financial year ended March 31, 2016 is

summarized below:

(Rs. Crores)

For the period from January 1, Particulars 2015 to March 31, 2016

Income

Net Sales 67.31

Service Income 1044.41

Other operating revenue and investment 100.15

income

Other Income 15.63

Total Revenue (I) 1227.50

Expenses

Purchase of pharmacy and 185.70

pharmaceuticals supplies

(Increase)/ decrease in inventories of (1.23) traded goods

Employee benefits expense 319.33

Claims and other benefits payout 232.67

Other expenses 482.90

Depreciation & Amortisation 55.54

Financial Cost 40.96

Total Expenses (II) 1315.87

Profit /(Loss) Before Tax (I-II) (88.37)

Tax Expense 10.20

Profit / (Loss) After Tax (98.57)

Minority Interest 17.83

Profit/(Loss) after tax (after adjusting Minority Interest) (80.74)

Scheme of Arrangement

In terms of the Composite Scheme of Arrangement amongst Max Financial Services Limited (formerly known as ''Max India Limited'') (''MFSL''), Max India Limited (formerly known as ''Taurus Ventures Limited'') (''the Company'') and Max Ventures and Industries Limited (formerly known as ''Capricorn Ventures Limited'') (''MVIL'') and their respective Shareholders and Creditors, as sanctioned by the Hon''ble High Court of Punjab & Haryana vide order dated December 14, 2015 (''Composite Scheme of Arrangement''), MFSL demerged its activities relating to holding and nurturing investments in Health and Allied Activities, into the Company. Accordingly, the Investment held by MFSL in Max Healthcare Institute Limited (engaged in Healthcare business) and subsidiaries including, Max Bupa Health Insurance Company Limited (engaged in Health Insurance business) and Antara Senior Living Limited (engaged in Senior Living business) stood transferred to the Company w.e.f. Appointed Date i.e. April 1, 2015.

Share Capital and allotment of shares on account of Composite Scheme of Arrangement

Prior to the Composite Scheme of Arrangement becoming effective, the Company was a wholly owned subsidiary (WOS) of MFSL with the authorized and paid-up share capital of Rs. 500,000 (Rupees Five Lakhs only) comprising of 2,50,000 (Two Lakh and Fifty Thousand) Equity Shares of Rs. 2 each.

This initial authorised share capital of the Company was increased to Rs. 200,000,000 (Rupees Twenty Crores only) on January 13, 2016 in accordance with the provisions of applicable laws.

After the Composite Scheme of Arrangement becoming effective, the authorised share capital of MFSL, to the extent of Rs. 400,000,000 (Rupees Forty Crores only) was transferred to the Company and accordingly, the authorised share capital of the Company was increased to Rs. 600,000,000 (Rupees Sixty Crores only) as of January 15, 2016.

As per the requirement of the said Composite Scheme of Arrangement, the Company had issued and allotted a total of 266,983,999 equity shares on May 14, 2016, in the ratio of 1(one) equity share of Rs. 2 each fully paid up of the Company for every 1(one) equity share of Rs. 2 each fully paid up, held by the shareholders in MFSL on January 28, 2016 (record date) and the initial issued, subscribed and paid up share capital of Rs. 500,000 (Rupees Five Lakhs only) which was subscribed by the MFSL and its nominees was cancelled, in terms of the Composite Scheme of Arrangement.

The Paid up Equity Share Capital of the Company as on the date of the report is 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.

Change of Name and Object Clause

Your Company was originally incorporated as Taurus Ventures Limited on January 1, 2015.

Subsequently, it amended the objects clause of its Memorandum of Association and inter-alia included therein few more objects like carrying activities relating to Healthcare, Senior Living projects, Management and Consultancy Services and promoting, holding and nurturing of companies engaged in health insurance businesses, or having similar objects as that of the Company. The same has been approved and taken on record by the Registrar of Companies on November 10, 2015.

Pursuant to the Composite Scheme of Arrangement coming into effect, the Company was re-named as MAX INDIA LIMITED and a fresh Certificate of Incorporation was issued by the Registrar of Companies, Chandigarh, subsequent to change of its name on February 12, 2016, under the Composite Scheme of Arrangement and the Companies Act, 2013.

Listing of Equity Shares

The year under review is a notable year for the Company. Post the Composite Scheme of Arrangement becoming effective, the Company applied for Listing of its shares on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) and received Listing Approvals from NSE and BSE on July 11, 2016.

The equity shares of the Company are traded on NSE (Symbol ''MAX INDIA'') and BSE (Scrip Code ''539981'') effective from July 14, 2016.

The ISIN number for dematerialisation of the equity shares of the Company is INE153U01017.

Employee Stock Option Plan

The Composite Scheme of Arrangement, inter-alia provides that with respect to the stock options granted by MFSL to its employees under its existing Employee Stock Option Scheme (ESOP)(irrespective of whether the said employees continue to be employees of MFSL or not or become the employees of the Company upon the Demerger), the said employees shall be issued one stock option by the Company under the new scheme for every stock option held in MFSL, whether the same are vested or not, on the terms and conditions similar to the existing Stock Option Scheme of MFSL.

Accordingly, the Board of directors in its meeting held on March 29, 2016, approved and adopted the existing ESOP Scheme of MFSL as ESOP Scheme of the Company and named it as "MAX INDIA EMPLOYEE STOCK PLAN – 2016".

The Company is in the process of implementation of ESOP scheme. It may be further noted that 2,503,560 stock options granted to the employees of MFSL and outstanding as on Effective date i.e. January 15, 2016 are eligible for stock options of the Company under new ESOP scheme on similar terms and conditions.

Extracts of Annual Return

An extracts of the Annual Return as at March 31, 2016 in prescribed form MGT-9 forms part of this report as Annexure 1.

Subsidiaries, Associates and Joint Ventures

Consequent to the Composite Scheme of Arrangement becoming effective from April 1, 2015 being the Appointed date, your Company has 9 (Nine) subsidiaries and 7 (seven) associate Companies (including one direct and six indirect Associates) as on March 31, 2016.

The basic details of these companies form part of the extract of Annual Return given in ''Annexure-1''.

Form AOC-1 containing the salient features of financial statements of the Company''s subsidiaries and associates is attached as ''Annexure - 2''.

During the year under review, Max Neeman Medical International Limited and Max Neeman Medical International Inc. ceased to be subsidiaries of the Company effective May 1, 2015.

As provided in section 136 of the Companies Act, 2013, the financial statements and other documents of the subsidiary companies are not being attached with the financial statements of the Company. The Company will make available free of cost the Audited Financial Statements of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same.

The Financial Statements of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies.

The Consolidated Financial Statements presented by the Company include financial results of its Subsidiary Companies and Associates.

Management Discussion & Analysis

A review of the performance of Company, including those of Company''s operating subsidiaries and associate Companies, is provided in the Management Discussion & Analysis section which is attached elsewhere in this Annual Report.

Dividend

The year under review was the first financial year of Company''s operations. Therefore, considering the future business plans of the Company, the Board of Directors did not recommend any dividend for the financial year ended 31st March, 2016, on the Equity Share Capital of the Company.

Transfer to Reserves

Consequent to the Composite Scheme of Arrangement becoming effective, the Capital Reserve amounting Rs. 1569.17 Crores and Employee Stock Option outstanding Reserve amounting Rs. 1.98 Crores, both arising on account of Composite Scheme of Arrangement, have been transferred to the Company.

The Company did not transfer any amount out of profits to General Reserve during the year.

Directors

The Board of the Company was significantly reconstituted on January 15, 2016, arising from the composite Scheme of Arrangement. As on March 31, 2016, your Board of Directors comprises of eight members (detailed below) with one Executive Director and seven Non- Executive Directors of which three are independent.

No. of Board meetings Sl. Category/ Name of Directors DIN attended during their

No. Position

tenure (out of total 4)

1. Mr. Rahul Khosla 03597562 Chairman* / 4

Non-Executive Director

2. Mr. Mohit Talwar 02394694 Managing Director 4

3. Mrs. Tara Singh Vachani 02610311 Non- Executive Director 2

4. Mr. Ashwani Windlass 00042686 Non - Executive Director 4

5. Mr. Sanjeev Mehra# 02195545 Non - Executive Director 1

6. Mr. N.C Singhal 00004916 Independent Director 3

7. Mr. Ashok Brijmohan Kacker 01647408 Independent Director 4

8. Prof. Dipankar Gupta 05213140 Independent Director 3

* Designated as Chairman w.e.f. January 18, 2016.

# Ms. Lavanya Ashok was appointed as an alternate Director to Mr. Sanjeev Mehra w.e.f. April 01, 2016.

All the above stated eight directors were appointed as Additional Directors w.e.f. January 15, 2016 and therefore, their term of office expires on the date of ensuing Annual General Meeting. The Company has received notices under Section 160 of the Companies Act, 2013 from members proposing the candidature of these directors for being appointed as directors of the Company. The Board of Directors recommend to the shareholders for their appointment as Directors of the Company. The brief particulars of all such directors form part of the notice of the ensuing Annual General Meeting.

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation. Accordingly, resolutions proposing appointment of Mr. Ashok Brijmohan Kacker and Prof. Dipankar Gupta, as Independent Directors of the Company, form part of the notice of the ensuing Annual General Meeting. Mr. N.C. Singhal would retire from the Board of Directors of the Company on August 10, 2016, i.e. on completion of age of eighty years in terms of Article 113A of the Articles of Association (AOA) of the Company.

The Board of directors of the Company in its meeting held on January 15, 2016, appointed Mr. Mohit Talwar as Managing Director for five years up to January 14, 2021. The terms and conditions of his appointment form part of the notice of the ensuing Annual General Meeting seeking approval of the shareholders.

In terms of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, none of the Directors are eligible to retire by rotation in the ensuing Annual General Meeting.

Other changes that took place during the year under review are as under:

The Company had Mr. Kuldeep Singh Bisht, Mr. Kanhaiya Prasad and Mr. Harish Bhardwaj as the First Directors effective January 1, 2015.

Mr. V. Krishnan, Mr. Rahul Ahuja and Mr. Jatin Khanna were appointed as additional directors in professional capacity w.e.f. February 7, 2015, in place of first directors. Mr. V. Krishnan and Mr. Jatin Khanna ceased to be the directors on January 15, 2016. Further, Mr. Rahul Ahuja resigned from the Board on February 5, 2016.

The Board of directors in its meeting held on January 15, 2016 appointed Mr. Analjit Singh as an Additional Director and Chairman of the Company and conferred upon him the title of Founder & Chairman Emeritus, Max Group in recognition of his deep and valuable contributions to the Company''s success in his capacity as its Promoters and Sponsor Director since its inception. He, later resigned and ceased to be director from January 18, 2016. The Board thereafter appointed Mr. Rahul Khosla as the Chairman of the Company effective January 18, 2016.

The Board of directors met 11 times during the first financial year of the Company ended March 31, 2016 as per details given below:

Sl. No. of Directors

Date Board Strength

No. Present

1 January 22, 2015 3 3

2 February 4, 2015 3 3

3 February 7, 2015 3 3

4 April 20, 2015 3 3

5 August 10, 2015 3 3

6 September 28, 2015 3 3

7 December 4, 2015 3 3

8 January 15, 2016 3 2

Adjourned Meeting (January 15, 2016) 9 8

9 January 18, 2016 9 5

10 February 8, 2016 8 7

11 March 29, 2016 8 7

Statement of Declaration by Independent Directors

In terms of Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has received declaration of Independence from its independent directors.

Corporate Governance

The shares of the Company were not Listed on any of the Stock Exchanges during the year under review, therefore provisions of Corporate Governance stipulated under Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as "Listing Regulations, 2015"), were not applicable.

Committees of Board of Directors

The Company has following committees of Board of directors 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.

1. Audit Committee:

The Audit Committee comprising of Mr. N.C. Singhal as its Chairman and Mr. Ashok Kacker, Prof. Dipankar Gupta and Mr. Mohit Talwar – Managing Director as its members, was constituted on January 15, 2016. Mrs. Tara Singh Vachani is a permanent invitee to the Audit Committee meetings of the Company.

All the members of the Audit Committee are financially literate and the Chairman Mr. N.C. Singhal possesses the required accounting and financial management expertise. Mr. V. Krishnan, the Company Secretary acts as the Secretary to the Committee. The terms of reference of the Audit Committee are in line with the relevant provisions of Companies Act, 2013 read with Listing Regulations, 2015.

The Committee met three times during the period under review, viz., on January 15, 2016; February 8, 2016 and March 29, 2016 and the details of attendance are as under:

Sl. No. of Meetings

Name Category of directors

No. attended

1. Mr. N.C. Singhal Independent Director 3

2. Mr. Ashok Kacker, Independent Director 3

3. Prof. Dipankar Gupta Independent Director 3

4. Mr. Mohit Talwar Managing Director 3

2. Nomination & Remuneration Committee:

The Nomination and Remuneration committee comprising of Mr. Ashok Kacker as its Chairman and Prof. Dipankar Gupta and Mr. Rahul Khosla as its other members, was constituted on January 15, 2016.

The terms of reference of the Nomination & Remuneration Committee are in line with the relevant provisions of Companies Act, 2013 read with Listing Regulations, 2015.

The Nomination & Remuneration Committee met two times during the period under review, viz., on January 15, 2016 and March 29, 2016 and the details of attendance is as under:

Sl. No. of Meetings

Name Category of directors

No. attended

1. Mr. Ashok Kacker Independent Director 2

2. Prof. Dipankar Gupta Independent Director 2

3. Mr. Rahul Khosla Non-executive Director 2

3. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee comprising of Mr. Ashwani Windlass as its Chairman and Mr. Ashok Kacker and Mr. Mohit Talwar as its other members, was constituted on January 15, 2016.

The terms of reference of the Stakeholders Relationship Committee are in line with the relevant provisions of Companies Act, 2013 read with Listing Regulations, 2015.

No meeting of Stakeholders Relationship Committee was held during the period under review.

4. Investment & Finance Committee:

The Investment and Finance Committee comprising of Mr. Ashwani Windlass as its Chairman, Mr. Mohit Talwar, Mr. Sanjeev Mehra, Mr. Ashok Kacker, Mrs. Tara Singh Vachani and Mr. Rahul Khosla as its other members was constituted on January 15, 2016.

The terms of reference of Investment & Finance Committee, inter- alia, includes reviewing and recommending the Investment and Financial activities of the Company for the approval of the Board.

The Committee met twice during the period under review, viz., February 8, 2016 and March 29, 2016 and the details of attendance is as under:

Sl. No. of Meetings

Name Category of directors

No. attended

1 Mr. Ashwani Windlass Non - Executive Director 2

2 Mr. Mohit Talwar Managing Director 2

3 Mr. Sanjeev Mehra Non - Executive Director 1

4 Mr. Ashok Kacker Independent Director 2

5 Mrs. Tara Singh Vachani Non-executive Director 1

6 Mr. Rahul Khosla Non-executive Director 2

5. Corporate Social Responsibility (CSR) Committee:

The CSR Committee comprising of Mr. N.C. Singhal, Mr. Ashok Kacker and Prof. Dipankar Gupta, was constituted on May 25, 2016.

The terms of reference/ mandate of CSR Committee is in line with the relevant provisions of the Companies Act, 2013.

Independent Directors'' Meeting:

All the Independent Directors met on August 8, 2016, inter-alia, to:

1. Review the performance of non-independent Directors and the Board as a whole;

2. Review the performance of the Chairperson of the Company, taking into account the views of executive Directors and non- executive Directors;

3. 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

During the current financial year, a 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 which is a secured electronic medium through which the Company interfaces with its Directors. The outcome of this performance evaluation was placed before Nomination and Remuneration Committee, Independent Directors'' Committee and the Board in their meetings held on August 8, 2016.

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

In terms of provisions of Section 203 of the Companies Act, 2013, Mr. Mohit Talwar - Managing Director, Mr. Jatin Khanna - Chief Financial Officer and Mr. V. Krishnan – Company Secretary were designated as Key Managerial Personnel (KMP) of the Company w.e.f. January 15, 2016.

Nomination & Remuneration Policy

In adherence to the provisions of Section 134 (3)(e) and 178 (1) & (3) of the Companies Act, 2013, 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 available on our website www.maxindia.com.

Corporate Social Responsibility Policy (CSR policy)

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 year under review is the first year of Company''s operations, therefore the Company was not required to spend any amount on CSR activities. In view of the above, the requirement of furnishing Annual Report on CSR Activities as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable on the Company.

Disclosure under Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013 Your Company has requisite policy for prevention, prohibition and redressal of Sexual Harassment of Women at workplace. This comprehensive policy ensures gender equality and the right to work with dignity. The Internal Complaints Committee (ICC) has been constituted to redress complaints received relating to sexual harassment.

No complaint pertaining to sexual harassment was received under the provisions of this Act as of the date of this report.

Loans, Guarantees or Investments in Securities

The details of loans, guarantees and investments, if any forms part of the notes to the financial statements attached with this Annual Report.

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 accordance with the requirements 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 forms 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.maxindia.com

As per the requirement of Section 188 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.

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 Company management periodically assesses risks in the internal and external environment and incorporates suitable risk treatment processes in its strategy, and business and operating plans.

There are no risks which, in the opinion of the Board, threaten the very existence of your Company. However, some of the challenges faced by its key operating subsidiaries have been dealt in detail in the Information Memorandum filed by the Company with Stock Exchanges while obtaining approval for listing of its shares. A copy of the same can also be accessed at Company''s web-site www.maxindia.com.

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future No significant and material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and future operations of the Company.

Vigil Mechanism

The Company has a vigil mechanism pursuant to which a Whistle Blower Policy has been adopted and the same is hosted on the Company''s website www.maxindia.com.

It provides opportunities to the directors and employees to report in good faith to the management about the unethical and improper practices, fraud or violation of Company''s Code of Conduct. The vigil mechanism under the Policy also provides for adequate safeguard against victimization of employees and Directors who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee in exceptional cases.

The Company affirms that none of the personnel of the Company has been denied access to the Audit Committee.

Particulars of Employees

The information required under section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) amendment Rules, 2016, is given in Annexure - 3.

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

The information on conservation of energy, technology absorption and foreign exchange earnings & outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 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 any kind of manufacturing activities therefore, there is no specific information to be furnished in this regard.

There was no expenditure 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. 110 Lacs

Statutory Auditors

M/s S.R. Batliboi & Co., LLP, Chartered Accountants (FRN. 301003E), were appointed as the first Auditors of the Company at the 2nd Extra- Ordinary General Meeting of the Shareholders held on November 9, 2015 to hold office till the ensuing Annual general Meeting. As per the provisions of Companies Act, 2013, they are eligible for re- appointment for another term of four years starting from the conclusion of the ensuing Annual General Meeting.

The Company has received a confirmation from M/s S.R. Batliboi & Co., LLP, Chartered Accountants, to the effect that their appointment as Statutory Auditors of the Company, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and they are not disqualified for re-appointment. Accordingly, the Board recommends appointment of M/s. S.R. Batliboi & Co., LLP, as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting till the conclusion of 5th Annual General Meeting to be held in the calendar year 2020.

The first Auditors Report annexed with this Annual Report, does not contain any qualification, reservation or adverse remarks.

Secretarial Audit

Secretarial Audit was not applicable to the Company during the year under review.

Internal Auditors

During the year under review, M/s. MGC & KNAV, Global Risk Advisory LLP, were appointed as Internal Auditors of the Company for

conducting the Internal Audit of key functions and assessment of Internal Financial Controls.

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 effectiveness were observed.

Further, the testing of such controls was also carried out independently by the Statutory Auditors for the financial year 2015- 16.

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.

Public Deposits

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

Directors'' Responsibility Statement

In terms of Section 134(3)(c) of the Companies Act, 2013 and to the best of their knowledge and belief, and according to the information and explanation provided to them, your Directors hereby confirm that:

(a) in preparation of the Financial Statements, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

(b) such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2016 and of the profit of the Company for period ended on that date;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities;

(d) the financial statements have been prepared on going concern basis;

(e) proper internal financial controls were in place and that financial controls were adequate and were operating effectively; and

(f) the systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Unclaimed Shares

In compliance of the Listing Regulations, 2015, the Company has sent two reminders to those shareholders whose certificates have been returned undelivered and is in the process of sending final reminder for those certificates that are still lying with the Registrar and Transfer Agents of the Company. In case there is no response after three reminders, the unclaimed shares shall be transferred to one folio in the name of "Unclaimed Suspense Account" and the voting rights on such shares shall remain frozen till the rightful owner claims the shares.

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 Financial Services Limited ("MFSL"), and their respective shareholders and creditors ("Scheme"), which inter alia provides for:

(a) Amalgamation of Max Life into and with MFSL and the issuance of Equity Shares by MFSL to the shareholders of Max Life (excluding

MFSL itself), based on the share exchange ratio of 1 share of face value of Rs. 2/- each of MFSL 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 MFSL (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 MFSL, on a Record Date to be specified for this purpose in accordance with the Scheme; and

(c) Amalgamation of MFSL which remains after the demerger referred to sub-clause (b) into and with the Company and the issuance of Equity Shares by the Company to the shareholders of MFSL (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 the Company for every 500 shares of face value of Rs. 2/- each held in MFSL, 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. 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). The final Scheme shall be presented to the shareholders of the Company for their consideration and approval in the meeting of the shareholders of the Company convened by the Hon''ble High Court of Punjab and Haryana or the relevant National Company Law Tribunal, once cleared by the applicable stock exchanges and all the regulatory authorities including the Insurance Regulatory and Development Authority and Competition Commission of India. In the interim, in-principle approval of the shareholders of the Company for the Scheme is being taken separately through postal ballot process.

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 sincere appreciation for the continued co-operation and contribution made by its management and employees that 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 India Limited

(formerly Known as Taurus Ventures Limited)

Mumbai Rahul Khosla

August 8, 2016 Chairman