About
Max Financial Services Ltd
Max Financial Services Limited (MFSL), a part of the $4 billion Max Group, is the holding company for Max Life Insurance Company Limited. The Company owns and actively manages an 87% majority stake in Max Life Insurance , India's largest non-bank owned, private life insurance company. The Company is primarily engaged in the business of making and holding investments in its subsidiary, Max Life Insurance Company Limited and providing management advisory services to Group Companies in India.
Max Financial Services (MFS) is the listed holding company for Max Life Insurance Company and was formed soon after the demerger of Max India Limited. In January 2016, the Max Group concluded a mega corporate restructuring wherein the erstwhile Max India was demerged into three separate entities, Max Financial Services (life insurance), Max India (healthcare and allied businesses) and Max Ventures & Industries (manufacturing industries and new entrepreneurial ventures). The original company was renamed Max Financial Services and the ex-demerger stock of MFS started trading from 27 January 2016.
Max Life Insurance is the sole operating subsidiary held by Max Financial Services Limited (MFS). Max Life Insurance is a life insurance joint venture between MFS and Mitsui Sumitomo Insurance (MSI), a Japan headquartered global leader in life insurance. Max Life Insurance offers comprehensive long-term savings, protection and retirement solutions through its high quality agency distribution and multi-channel distribution partners.
Max India Limited (MIL), a multi-business corporate was incorporated in 24th February of the year 1988. In the year 1992, a joint venture company was set up in collaboration with Hutchison Telecom under the name of Hutchison Max Telecom Pvt. Ltd to offer value added telecom services. MIL had entered into memorandum of understanding with Comsat Corporation USA for a joint venture to address the needs of VSAT communication services via satellite. Maxxon India, promoted by MIL, was merged with the company in the year 1993. During the year 1994, an innovative new product for leather industry was introduced under the name of Maxfoil and also in the same year the company commissioned the cellular, paging and VSAT Satellite Communication networks. The joint venture between Max-GB Ltd. and Hindustan Antibiotics Ltd for manufacture of Penicillin G was inaugurated at Pimpri on 8th October of the year 1995. Forays were made into the banking and financial sectors and also into distribution and manufacturing sectors. In March of the year 1996, a joint venture was formed with Atotech BV of the Netherlands for PCB plating and general metal finishing chemicals. A range of Upjohn products manufactured under licence in a new sterile facility were launched. In April of the same year, the unit commissioned at its films metallising plant and launched its metallised BOPP films branded Maxmet'.
Max Corporation, a wholly owned subsidiary of the Company has been amalgamated with the company in the year 1999. MCL stood dissolved without winding up, and all assets and liabilities of MCL were transferred and vested with the Company effective from 14th January of the year 2000. During the year 2000, the company had acquired a majority interest in HealthScribe India Pvt. Ltd. a 100 per cent Indian subsidiary of HealthScribe Inc., one of the World's leading medical transcription companies. MIL sold its 24 per cent stake in the 50:50 penicillin-based bulk pharmaceutical joint venture of Max GB to its foreign partner, the Dutch DSM, for Rs. 26 crores. In the year 2001, Max healthcare, a division of Max India Ltd., has opened two primary (Dr Max) and a secondary (Max Medcentre) healthcare centres in New Delhi. During the identical year of 2001, the company entered into insurance business, Max New York Life the joint venture between Max India and New York Life. Max India became the first private player to shows interest in Health Insurance sector during the year 2002 and also in the year, the company sold its pharmaceutical division to Jubilant Organosys for the consideration of Rs. 62.7 crs.
During 2002-03, the company had entered into the healthcare staffing resources business through a 50% investment in a new Company, Max HealthStaff International Ltd. During the year 2003, Max India closed down the Max Ateev and Alta Cast, the software development and IT enabled business taking a big hit of Rs.65 crs.
During 2004-05, the company divested its equity stake in Comsat Max in favour of Bharti Infotel Ltd, for a cash deal of Rs.33 crores. During 2005, the company decided to amalgamate its wholly owned subsidiaries namely, Max Telecom Ventures Ltd and Max Asia-Pacific Ltd Honkong with the company. In June of the year 2005, the company acquired 19,72,500 equity shares of Max HealthStaff for a consideration of Rs.2.51 Crores, thereby making it a wholly owned subsidiary of the company. Max Super Speciality Hospital (MSSH) was commenced its operations in May of the year 2006.
Neeman Medical International (NMI) had established preferred provider relationship with 5 Pharma major in the year 2006-07. Max Speciality Products (MSP) commissioned a new state-of-the-art-speed BOPP film production line with a capacity of 20000 tonnes per annum in March of the year 2007. The Company to invest Rs 10 billion additionally in Max New York Life, the board decided in September of the year 2007. The Company bagged an Express Healthcare Excellence Awards for the year 2007-08.
On 11 July 2008, Max India Limited and Bupa Group, a leading international health and care company, announced a new partnership to enter the health insurance market in India. The two companies announced the creation of a joint venture called Max Bupa Health Insurance Limited which, subject to regulatory approval, will offer a suite of products to both consumer and business customers. The initial share capital of the JV will be Rs100 crores ( 12million). Bupa Group will take a 26 per cent stake in Max Bupa, the maximum allowed under current Indian rules on foreign investment in the country.
Max India Group crossed $1 billion revenue mark in the financial year ended 31 March 2019.
On 28 December 2009, Max India announced that it had garnered a high value investment of $115 million (about Rs 540 crore) from the private equity arm of global investment bank Goldman Sachs. The investment will be through Fully & Compulsory Convertible Debentures (FCD) carrying a coupon rate of 12% per annum. These FCDs will be converted into equity shares of Max India in 15 months at Rs 216.75 per share. Additionally, the Promoter Group of Max India will be bringing in Rs. 175 crore in the Company. These investments will be used to fund the Company's expanding life insurance, healthcare and health insurance businesses; Max New York Life, Max Healthcare and Max Bupa. Goldman Sachs will have 9.4% stake in Max India after conversion of these FCDs and promoter warrants.
On 12 October 2011, Max India announced that Life Healthcare (LHC), a USD 2 billion South African healthcare major, is set to invest Rs 516.5 crore in Max Healthcare (MHC) for a 26% stake in an all cash transaction. MHC is a subsidiary of Max India.
On 12 April 2012, Max India announced that MS&AD Insurance Group Holdings, a Japan headquartered global insurance powerhouse, will acquire 26% stake in Max New York Life (MNYL), India's 4th largest private life insurance company. In an all cash transaction, MS&AD will pay Rs 2731 crore (US $535 million) for the stake, making it the 2nd largest foreign investment in the Indian Life Insurance sector. Post transaction, Max India's majority stake of 70% will remain unchanged. As a result of this transaction, Max India will get a net cash flow of Rs 802 crore (US $157 million). After this transaction, the company will be rebranded Max Life Insurance Company. The joint relationship with MS will also be highlighted in all the communication.
The Board of Max India Limited on 10 September 2012 approved divestment of its profitable Biaxially Oriented Polypropylene (BOPP) Film division, Max Speciality Films to Treofan, a German global technology leader for BOPP film. Treofan, which develops and sells BOPP films in over 90 countries around the world, has offered an Enterprise Value of Rs 540 crore to acquire 100% stake in Max Speciality Films. The offer from Treofan is subject to financing, a material adverse change clause, confirmatory due diligence, execution of mutually satisfactory sale and purchase agreements, management retention, formal approval from Treofan's Advisory Board and receipt of regulatory and corporate approvals.
On 3 February 2014, Standard Chartered Bank and Max Bupa announced their bancassurance Corporate Agency arrangement to provide Max Bupa's comprehensive health insurance offerings to the diverse customer base of Standard Chartered Bank across the country.
On 10 November 2014, Life Healthcare (LHC), a USD 2 billion South African healthcare major, completed the transaction to equalize its stake Max Healthcare (MHC) by investing Rs 766 crore in Max Healthcare (MHC). LHC has paid Rs 67.5 per share to equalize its stake in MHC in an all cash transaction which puts the enterprise value of MHC at Rs 3650 crore and its Equity value at Rs 2884 crore. IFC, Washington, an existing investor in MHC will also subscribe to additional equity of MHC by infusing Rs 31 crore to maintain their 7.5% stake in an expanded capital base at the same valuation.
On 28 May 2015, Max Healthcare (MHC) announced that it has executed definitive agreements to acquire a controlling stake of 76% in NCR based Pushpanjali Crosslay Hospital (PCH) through a combination of fresh investment and acquisition of shares from existing promoters for the aggregate sum of Rs 287 crore. Situated just 4 kms from Max Super Speciality Hospital in Patparganj, the 340-bedded Pushpanjali Crosslay is at a prime location along the East Delhi-Ghaziabad-Noida corridor. The hospital which has the capacity to expand up to 540 beds is NABH and NABL accredited and has been operational since 2010.
On 28 October 2015, Max Healthcare (MHC) announced a partnership with Smart Group wherein MHC would acquire 51% stake in Saket City Hospital Pvt. Ltd., from Smart Health City Pte Ltd, the Singapore based BK Modi Group company which manages and operates the Delhi based Saket City Hospital (SCH). The transaction is subject to confirmatory diligence, requisite regulatory approvals and other customary conditions. Located in the heart of South Delhi's Saket area, SCH, which started operations in 2013, has 230 operational beds and is currently expanding to 300 beds. Max Healthcare plans to further expand this facility by about 900 additional beds, thereby expanding SCH's capacity to 1,200 beds. This addition represents a more than 50% increase compared to Max Healthcare's current capacity and will significantly enhance access to quality healthcare.
On 23 November 2015, Max Bupa Health Insurance (Max Bupa) announced that its foreign parent Bupa has executed agreements to acquire an additional 23% stake in Max Bupa, one of India's leading standalone health insurers. Bupa will pay around Rs 191 crore to Max India in an all cash transaction, to increase its stake in Max Bupa from 26% to 49%. Bupa was the first foreign insurer to announce its intent to increase its stake to 49% in its Indian health insurance subsidiary after the Government relaxed FDI participation rules for insurance companies.
On 15 January 2016, Max India announced its demerger into three listed companies - Max Financial Services Ltd., Max India Ltd. and Max Ventures & Industries Ltd., to provide its investors with specific and undiluted access to its diverse lines of businesses, unlock shareholder value and enable sharper focus on each operating business. Post restructuring, the erstwhile Max India's existing shareholders will retain one equity share of Rs 2/- in Max Financial Services Limited. They will additionally get one equity share of Rs. 2/- each of the new company Max India Limited for every one equity share held in Max Financial Services and one equity share of Rs. 10/- each of Max Ventures and Industries Limited for every 5 equity shares of Rs. 2/- each held in Max Financial Services.
On 31 July 2017, Max Financial Services (MFS), Max India and Max Life confirmed that the proposed merger with HDFC Standard Life Insurance Company Ltd.(HDFC Life) has been called off. The exclusivity agreement with HDFC Life, valid till 31 July 2017, will not be renewed. The prospective partners had evaluated several alternate structures over the last month. However, the inordinate time associated with finalization and approval of these structures led to this decision. Earlier, the Board of Directors of HDFC Standard Life Insurance Company Ltd.(HDFC Life), Max Life Insurance Company Ltd. (Max Life), Max Financial Services Ltd. (Max Financial Services) and Max India Ltd. (Max India) at their respective meetings held on 8 August 2016 approved entering into definitive agreements for amalgamation of business between the entities through a composite Scheme of Arrangement. It was decided at that time that the life insurance business of Max Financial Services, currently held in Max Life, would demerge into HDFC Life.
In FY2013-14, consequent to certain regulatory changes impacting the distribution of health insurance products by banks, Max Bupa, a health insurance company, took the lead in engaging with several leading banks and signed up corporate agency agreements with four banks viz., Standard Chartered Bank, Federal Bank, RBL Bank and Deutsche Bank. These partners are helping Max Bupa take its products and services to a much wider market.The Board of Max India Limited in its meeting held on January 27, 2015 approved a Corporate Restructuring plan to vertically split the Company through a demerger to three companies, the existing company and the two resulting companies to be listed on demerger becoming effective. This would enable the investors in the Company to have a choice, to be associated with the underlying businesses through separate listed entities, or specifically with the relatively matured business of life insurance, and/or have a separate access to the mature manufacturing business of specialty films, and/or in the health and allied businesses which are in their relative growth phase or nascent stage of development and have higher capital requirements. In addition, the restructuring would also result in a sharper focus on underlying businesses and unlock value for shareholders. The salient details of the Scheme of Demergerare as follows:
i) The existing company, Max India Limited, is proposed to be renamed Max financial Services Limited' upon demerger and will focus solely on the group's flagship life insurance activity, through its 72% shareholding in Max Life Insurance Company Limited, making it the first Indian listed company exclusively focused on life insurance. The Insurance Laws (Amendment) Ordinance, 2014, recently promulgated by the President of India, and widely expected to be approve as an Act, has created renewed investor interest in the life insurance sector.
ii) Upon completion of the demerger, it is proposed to name the second vertical as Max India Limited, (Resulting Company 1), which will continue to manage investments in the high potential health and allied businesses including in: - Max Healthcare Institute Limited, Max Bupa Health Insurance Company Limited, Antara Senior Living Limited and supported by a corporate management services team. The demerger will provide these businesses, which are currently in their growth and development phases, sharpened focus to fulfill their tremendous potential. The corporate management services team will manage shared services facilities and provide functional support to all 3 verticals.
iii) The third vertical will house the investment activity in the group's manufacturing subsidiary, Max Specialty Films Limited - an innovation leader in the speciality packaging films business - and will be named Max Ventures and Industries Ltd (Resulting Company 2).
iv) The Company's shareholders whose name will appear in the register of members on a Record Date', to be specified for the said purpose once the demerger scheme is effective, will retain one equity share of Rs. 2/- in Max financial Services Limited (existing Max India, as renamed). In addition, the shareholders will get shares in the new companies as detailed below: 1) One equity share of Rs. 2/- each of Resulting Company 1 for every one equity share of Rs. 2/- each held in the Company; and 2) one equity share of Rs. 10/- each of Resulting Company 2 for every 5 equity shares of Rs. 2/- each held in the Company. (v) The Company has a Treasury Corpus of Rs. 572 Cr. as at March 31, 2015 It is proposed to split the cash reserves as on Appointed Date of April 1, 2015 between the 3 listed companies such that the Company will hold Rs. 150 Cr., Resulting Company 2 will hold Rs. 10 Cr. and the balance, Rs. 412 Cr., will be held by Resulting Company 1.(vi) The Appointed Date for the demerger is April 1, 2015.
The Company has received approvals from SEBI and CCI for the proposed scheme of demerger. Pursuant to the order of Hon'ble High Court of Punjab and Haryana at Chandigarh, the Court Convened Meeting of shareholders of the Company was held on July 4, 2015 at 11:00 A.M. at the Registered Office of the Company at Bhai Mohan Singh Nagar, Railmajra, Tehsil Balachaur, District Nawanshahr, Punjab - 144 533 and the report of the Court appointed Chairman was filed with the Hon'ble High Court. 99.99% of the total voting of the shareholders of the Company at the meeting and by e voting voted in favour of the Scheme of Demerger. The Company has filed the second petition before the Hon'ble High Court seeking its approval for the Scheme of Demerger.
In May 2015, Max India completed the divestment of Max Neeman, a contract research organization with world-class practices, strong values and deep customer relationships. As a natural owner' of this business, JSS Medical Research, the acquiring firm, will invest in Max Neeman's growth, enabling the Max India Group to focus more on its core businesses.
In FY 2015-16, the company renewed its corporate agency relationship with Axis Bank, with continued access to the strong network of 2,904 branches of Axis Bank in the country. In collaboration with Axis Bank, the company launched 'Maxis 2020' a nationwide transformation of the life insurance selling processes at the bank, used data analytics, including smarter customer targeting, and introduced a digital solution to enable sellers to perform needs- based sales for customers, across a variety of devices such as desktops, tablets and smart phones. The use of technology for life insurance sales rapidly picked up momentum, with over 70% of policies being sold using this new digital solution in the final quarter of the FY 2015-16. This now enables the company to issue a policy in just 4 hours.
The company introduced 3 new products and 4 new Riders in FY 2015-16, covering both Long-Term Savings and Protection. Of the 7 new products and Riders, Max Life Platinum Wealth Plan (PWP) and Max Life Monthly Income Advantage Plan (MIAP), proved to be the most successful in FY 2015-16. In addition to the new product launches, Max Life Guaranteed Income Plan - an existing guaranteed income plan, was re-launched with a unique derivative investment strategy to hedge interest rate risk.
The Board of Directors of Max Financial Services and Max Life Insurance in August 2016 approved the amalgamation of life insurance business of Max Life, with HDFC Life, subject to requisite shareholder and other regulatory approvals, to eventually create the biggest private-sector life insurance company in India. As per the agreed valuation and exchange ratio, the relative valuation of HDFC Life and Max Life would be 69% and 31% respectively. The potential merger, if it fructifies, will create the largest private life insurance company in India. The coming together of two large life insurance companies of India, Max Life Insurance and HDFC Life, is likely to be accretive to its various stakeholders as the two companies enjoys complementary areas of strengths. On the distribution front while Max Life Insurance has long-standing relationships with Axis Bank, Yes Bank and Lakshmi Vilas Bank, HDFC Life has relationships with HDFC Bank, RBL and IDFC Bank, which could create a strong bancassurance growth engine. In addition, the highly productive agency distribution of Max Life Insurance and E-commerce play of both companies is expected to add strength to the multi channel distribution architecture.
During the year under review, the Company acquired 1,41,70,817 equity shares of Rs. 10/- each in Max Life in March 2018. Accordingly, the equity stake of the Company in Max Life increased to 70.75% as at 31 March 2018.
During the FY2019, the Company acquired 1,98,787,368 equity shares of Rs. 10/- each in Max Life. Accordingly, the equity stake of the Company in Max Life increased to 71.79% as at 31 March 2019.
The Board of Directors of the Company in its meeting held on 03 March 2020, had considered and approved the issuance and allotment of up to 7,54,58,088 equity shares of the Company of the face value of Rs. 2 each, fully paid up, on a preferential basis to Mitsui Sumitomo Insurance Company Limited (MSI) for consideration other than cash, i.e. through swap of 39,47,75,831 equity shares of Rs. 10 each of Max Life Insurance Company Limited. In addition, the Company through a call/put option has a right to acquire the remaining shareholding held by MSI at Rs. 85/- for every Equity Share of Rs. 10/- each held by MSI in Max Life ('MSI Put/Call Option'). In this regard, the Company has executed definitive agreements with the parties. The said transaction was subject to receipt of requisite shareholders approvals and regulatory approvals.
On 20 February 2020, the Company and Axis Bank Limited executed a long-term strategic partnership. The Board of Directors of the Company had approved in its meeting held on 27 April 2020 to enter into definitive agreements with Axis Bank for sale of 29% of equity share capital of Max Life, a material subsidiary of the Company, to Axis Bank.
During the year 2019-20,the company acquired 1,41,70,817 equity shares of Rs. 10/- each in Max Life. Accordingly, the equity stake of the Company in Max Life increased to 72.52% as at 31 March 2020.
On 08 December 2020, the Company allotted 7,54,58,088 equity shares of Rs. 2/- each at a price of Rs. 565.11 per equity share amounting to 21.87% of the paid-up share capital of Max Financial Services Limited ('MFSL' or 'Company'), to MSI, on a preferential allotment basis in consideration for the transfer of equity shares constituting 20.57% of the paid up share capital of Max Life held by MSI to MFSL.
Post the Share Swap transaction, MSI holds 21.87% equity shares of the Company and the Company's investment in equity shares of MLIC had increased from 72.52% to 93.10% as of 08 December 2020.
On April 6, 2021, Axis Bank Limited, India's third-largest private sector bank, together with its subsidiaries Axis Capital Limited and Axis Securities Limited became the co-promoters of Max Life after acquiring 12.99% stake collectively by the Axis Entities in Max Life, which had 346 branch units across India as of March 31, 2022.
Max Life's assets under management (AUM) was Rs. 90,407 crore as on March 31, 2021.
During the year 2022, the total new business premium (individual + group) of Max Life increased by 16% to Rs. 7,905 crore. Additionally, the renewal premium income (including Group) grew by 19% to Rs. 14,509 crore, taking the gross written premium to Rs. 22,414 crore.
As of March 31, 2022, the Company had only 1 operating subsidiary vis., Max Life. In addition, Max Life incorporated Max Life Pension Fund Management Limited on February 28, 2022 as its wholly owned subsidiary.
Max Life's assets under management (AUM) were Rs 1,07,510 crore as on March 31, 2022.
As of March 31, 2023, the Company had two operating subsidiaries viz., Max Life Insurance Company Limited and Max Life Pension Fund Management Limited. Further, the Company incorporated one special purpose entity, Max Financial Employees Welfare Trust in April 2022.
Max Life's assets under management (AUM) were Rs 1,22,857 crore as on March 31, 2023.
During the year 2023, the total new business premium (individual + group) of Max Life increased by 13% to Rs. 8,960 crore. Additionally, the renewal premium income (including Group) grew by 13% to Rs. 16,382 crore, taking the gross written premium to Rs. 25,342 crore.
Max Financial Services Ltd
Company History
Max Financial Services Limited (MFSL), a part of the $4 billion Max Group, is the holding company for Max Life Insurance Company Limited. The Company owns and actively manages an 87% majority stake in Max Life Insurance , India's largest non-bank owned, private life insurance company. The Company is primarily engaged in the business of making and holding investments in its subsidiary, Max Life Insurance Company Limited and providing management advisory services to Group Companies in India.
Max Financial Services (MFS) is the listed holding company for Max Life Insurance Company and was formed soon after the demerger of Max India Limited. In January 2016, the Max Group concluded a mega corporate restructuring wherein the erstwhile Max India was demerged into three separate entities, Max Financial Services (life insurance), Max India (healthcare and allied businesses) and Max Ventures & Industries (manufacturing industries and new entrepreneurial ventures). The original company was renamed Max Financial Services and the ex-demerger stock of MFS started trading from 27 January 2016.
Max Life Insurance is the sole operating subsidiary held by Max Financial Services Limited (MFS). Max Life Insurance is a life insurance joint venture between MFS and Mitsui Sumitomo Insurance (MSI), a Japan headquartered global leader in life insurance. Max Life Insurance offers comprehensive long-term savings, protection and retirement solutions through its high quality agency distribution and multi-channel distribution partners.
Max India Limited (MIL), a multi-business corporate was incorporated in 24th February of the year 1988. In the year 1992, a joint venture company was set up in collaboration with Hutchison Telecom under the name of Hutchison Max Telecom Pvt. Ltd to offer value added telecom services. MIL had entered into memorandum of understanding with Comsat Corporation USA for a joint venture to address the needs of VSAT communication services via satellite. Maxxon India, promoted by MIL, was merged with the company in the year 1993. During the year 1994, an innovative new product for leather industry was introduced under the name of Maxfoil and also in the same year the company commissioned the cellular, paging and VSAT Satellite Communication networks. The joint venture between Max-GB Ltd. and Hindustan Antibiotics Ltd for manufacture of Penicillin G was inaugurated at Pimpri on 8th October of the year 1995. Forays were made into the banking and financial sectors and also into distribution and manufacturing sectors. In March of the year 1996, a joint venture was formed with Atotech BV of the Netherlands for PCB plating and general metal finishing chemicals. A range of Upjohn products manufactured under licence in a new sterile facility were launched. In April of the same year, the unit commissioned at its films metallising plant and launched its metallised BOPP films branded Maxmet'.
Max Corporation, a wholly owned subsidiary of the Company has been amalgamated with the company in the year 1999. MCL stood dissolved without winding up, and all assets and liabilities of MCL were transferred and vested with the Company effective from 14th January of the year 2000. During the year 2000, the company had acquired a majority interest in HealthScribe India Pvt. Ltd. a 100 per cent Indian subsidiary of HealthScribe Inc., one of the World's leading medical transcription companies. MIL sold its 24 per cent stake in the 50:50 penicillin-based bulk pharmaceutical joint venture of Max GB to its foreign partner, the Dutch DSM, for Rs. 26 crores. In the year 2001, Max healthcare, a division of Max India Ltd., has opened two primary (Dr Max) and a secondary (Max Medcentre) healthcare centres in New Delhi. During the identical year of 2001, the company entered into insurance business, Max New York Life the joint venture between Max India and New York Life. Max India became the first private player to shows interest in Health Insurance sector during the year 2002 and also in the year, the company sold its pharmaceutical division to Jubilant Organosys for the consideration of Rs. 62.7 crs.
During 2002-03, the company had entered into the healthcare staffing resources business through a 50% investment in a new Company, Max HealthStaff International Ltd. During the year 2003, Max India closed down the Max Ateev and Alta Cast, the software development and IT enabled business taking a big hit of Rs.65 crs.
During 2004-05, the company divested its equity stake in Comsat Max in favour of Bharti Infotel Ltd, for a cash deal of Rs.33 crores. During 2005, the company decided to amalgamate its wholly owned subsidiaries namely, Max Telecom Ventures Ltd and Max Asia-Pacific Ltd Honkong with the company. In June of the year 2005, the company acquired 19,72,500 equity shares of Max HealthStaff for a consideration of Rs.2.51 Crores, thereby making it a wholly owned subsidiary of the company. Max Super Speciality Hospital (MSSH) was commenced its operations in May of the year 2006.
Neeman Medical International (NMI) had established preferred provider relationship with 5 Pharma major in the year 2006-07. Max Speciality Products (MSP) commissioned a new state-of-the-art-speed BOPP film production line with a capacity of 20000 tonnes per annum in March of the year 2007. The Company to invest Rs 10 billion additionally in Max New York Life, the board decided in September of the year 2007. The Company bagged an Express Healthcare Excellence Awards for the year 2007-08.
On 11 July 2008, Max India Limited and Bupa Group, a leading international health and care company, announced a new partnership to enter the health insurance market in India. The two companies announced the creation of a joint venture called Max Bupa Health Insurance Limited which, subject to regulatory approval, will offer a suite of products to both consumer and business customers. The initial share capital of the JV will be Rs100 crores ( 12million). Bupa Group will take a 26 per cent stake in Max Bupa, the maximum allowed under current Indian rules on foreign investment in the country.
Max India Group crossed $1 billion revenue mark in the financial year ended 31 March 2019.
On 28 December 2009, Max India announced that it had garnered a high value investment of $115 million (about Rs 540 crore) from the private equity arm of global investment bank Goldman Sachs. The investment will be through Fully & Compulsory Convertible Debentures (FCD) carrying a coupon rate of 12% per annum. These FCDs will be converted into equity shares of Max India in 15 months at Rs 216.75 per share. Additionally, the Promoter Group of Max India will be bringing in Rs. 175 crore in the Company. These investments will be used to fund the Company's expanding life insurance, healthcare and health insurance businesses; Max New York Life, Max Healthcare and Max Bupa. Goldman Sachs will have 9.4% stake in Max India after conversion of these FCDs and promoter warrants.
On 12 October 2011, Max India announced that Life Healthcare (LHC), a USD 2 billion South African healthcare major, is set to invest Rs 516.5 crore in Max Healthcare (MHC) for a 26% stake in an all cash transaction. MHC is a subsidiary of Max India.
On 12 April 2012, Max India announced that MS&AD Insurance Group Holdings, a Japan headquartered global insurance powerhouse, will acquire 26% stake in Max New York Life (MNYL), India's 4th largest private life insurance company. In an all cash transaction, MS&AD will pay Rs 2731 crore (US $535 million) for the stake, making it the 2nd largest foreign investment in the Indian Life Insurance sector. Post transaction, Max India's majority stake of 70% will remain unchanged. As a result of this transaction, Max India will get a net cash flow of Rs 802 crore (US $157 million). After this transaction, the company will be rebranded Max Life Insurance Company. The joint relationship with MS will also be highlighted in all the communication.
The Board of Max India Limited on 10 September 2012 approved divestment of its profitable Biaxially Oriented Polypropylene (BOPP) Film division, Max Speciality Films to Treofan, a German global technology leader for BOPP film. Treofan, which develops and sells BOPP films in over 90 countries around the world, has offered an Enterprise Value of Rs 540 crore to acquire 100% stake in Max Speciality Films. The offer from Treofan is subject to financing, a material adverse change clause, confirmatory due diligence, execution of mutually satisfactory sale and purchase agreements, management retention, formal approval from Treofan's Advisory Board and receipt of regulatory and corporate approvals.
On 3 February 2014, Standard Chartered Bank and Max Bupa announced their bancassurance Corporate Agency arrangement to provide Max Bupa's comprehensive health insurance offerings to the diverse customer base of Standard Chartered Bank across the country.
On 10 November 2014, Life Healthcare (LHC), a USD 2 billion South African healthcare major, completed the transaction to equalize its stake Max Healthcare (MHC) by investing Rs 766 crore in Max Healthcare (MHC). LHC has paid Rs 67.5 per share to equalize its stake in MHC in an all cash transaction which puts the enterprise value of MHC at Rs 3650 crore and its Equity value at Rs 2884 crore. IFC, Washington, an existing investor in MHC will also subscribe to additional equity of MHC by infusing Rs 31 crore to maintain their 7.5% stake in an expanded capital base at the same valuation.
On 28 May 2015, Max Healthcare (MHC) announced that it has executed definitive agreements to acquire a controlling stake of 76% in NCR based Pushpanjali Crosslay Hospital (PCH) through a combination of fresh investment and acquisition of shares from existing promoters for the aggregate sum of Rs 287 crore. Situated just 4 kms from Max Super Speciality Hospital in Patparganj, the 340-bedded Pushpanjali Crosslay is at a prime location along the East Delhi-Ghaziabad-Noida corridor. The hospital which has the capacity to expand up to 540 beds is NABH and NABL accredited and has been operational since 2010.
On 28 October 2015, Max Healthcare (MHC) announced a partnership with Smart Group wherein MHC would acquire 51% stake in Saket City Hospital Pvt. Ltd., from Smart Health City Pte Ltd, the Singapore based BK Modi Group company which manages and operates the Delhi based Saket City Hospital (SCH). The transaction is subject to confirmatory diligence, requisite regulatory approvals and other customary conditions. Located in the heart of South Delhi's Saket area, SCH, which started operations in 2013, has 230 operational beds and is currently expanding to 300 beds. Max Healthcare plans to further expand this facility by about 900 additional beds, thereby expanding SCH's capacity to 1,200 beds. This addition represents a more than 50% increase compared to Max Healthcare's current capacity and will significantly enhance access to quality healthcare.
On 23 November 2015, Max Bupa Health Insurance (Max Bupa) announced that its foreign parent Bupa has executed agreements to acquire an additional 23% stake in Max Bupa, one of India's leading standalone health insurers. Bupa will pay around Rs 191 crore to Max India in an all cash transaction, to increase its stake in Max Bupa from 26% to 49%. Bupa was the first foreign insurer to announce its intent to increase its stake to 49% in its Indian health insurance subsidiary after the Government relaxed FDI participation rules for insurance companies.
On 15 January 2016, Max India announced its demerger into three listed companies - Max Financial Services Ltd., Max India Ltd. and Max Ventures & Industries Ltd., to provide its investors with specific and undiluted access to its diverse lines of businesses, unlock shareholder value and enable sharper focus on each operating business. Post restructuring, the erstwhile Max India's existing shareholders will retain one equity share of Rs 2/- in Max Financial Services Limited. They will additionally get one equity share of Rs. 2/- each of the new company Max India Limited for every one equity share held in Max Financial Services and one equity share of Rs. 10/- each of Max Ventures and Industries Limited for every 5 equity shares of Rs. 2/- each held in Max Financial Services.
On 31 July 2017, Max Financial Services (MFS), Max India and Max Life confirmed that the proposed merger with HDFC Standard Life Insurance Company Ltd.(HDFC Life) has been called off. The exclusivity agreement with HDFC Life, valid till 31 July 2017, will not be renewed. The prospective partners had evaluated several alternate structures over the last month. However, the inordinate time associated with finalization and approval of these structures led to this decision. Earlier, the Board of Directors of HDFC Standard Life Insurance Company Ltd.(HDFC Life), Max Life Insurance Company Ltd. (Max Life), Max Financial Services Ltd. (Max Financial Services) and Max India Ltd. (Max India) at their respective meetings held on 8 August 2016 approved entering into definitive agreements for amalgamation of business between the entities through a composite Scheme of Arrangement. It was decided at that time that the life insurance business of Max Financial Services, currently held in Max Life, would demerge into HDFC Life.
In FY2013-14, consequent to certain regulatory changes impacting the distribution of health insurance products by banks, Max Bupa, a health insurance company, took the lead in engaging with several leading banks and signed up corporate agency agreements with four banks viz., Standard Chartered Bank, Federal Bank, RBL Bank and Deutsche Bank. These partners are helping Max Bupa take its products and services to a much wider market.The Board of Max India Limited in its meeting held on January 27, 2015 approved a Corporate Restructuring plan to vertically split the Company through a demerger to three companies, the existing company and the two resulting companies to be listed on demerger becoming effective. This would enable the investors in the Company to have a choice, to be associated with the underlying businesses through separate listed entities, or specifically with the relatively matured business of life insurance, and/or have a separate access to the mature manufacturing business of specialty films, and/or in the health and allied businesses which are in their relative growth phase or nascent stage of development and have higher capital requirements. In addition, the restructuring would also result in a sharper focus on underlying businesses and unlock value for shareholders. The salient details of the Scheme of Demergerare as follows:
i) The existing company, Max India Limited, is proposed to be renamed Max financial Services Limited' upon demerger and will focus solely on the group's flagship life insurance activity, through its 72% shareholding in Max Life Insurance Company Limited, making it the first Indian listed company exclusively focused on life insurance. The Insurance Laws (Amendment) Ordinance, 2014, recently promulgated by the President of India, and widely expected to be approve as an Act, has created renewed investor interest in the life insurance sector.
ii) Upon completion of the demerger, it is proposed to name the second vertical as Max India Limited, (Resulting Company 1), which will continue to manage investments in the high potential health and allied businesses including in: - Max Healthcare Institute Limited, Max Bupa Health Insurance Company Limited, Antara Senior Living Limited and supported by a corporate management services team. The demerger will provide these businesses, which are currently in their growth and development phases, sharpened focus to fulfill their tremendous potential. The corporate management services team will manage shared services facilities and provide functional support to all 3 verticals.
iii) The third vertical will house the investment activity in the group's manufacturing subsidiary, Max Specialty Films Limited - an innovation leader in the speciality packaging films business - and will be named Max Ventures and Industries Ltd (Resulting Company 2).
iv) The Company's shareholders whose name will appear in the register of members on a Record Date', to be specified for the said purpose once the demerger scheme is effective, will retain one equity share of Rs. 2/- in Max financial Services Limited (existing Max India, as renamed). In addition, the shareholders will get shares in the new companies as detailed below: 1) One equity share of Rs. 2/- each of Resulting Company 1 for every one equity share of Rs. 2/- each held in the Company; and 2) one equity share of Rs. 10/- each of Resulting Company 2 for every 5 equity shares of Rs. 2/- each held in the Company. (v) The Company has a Treasury Corpus of Rs. 572 Cr. as at March 31, 2015 It is proposed to split the cash reserves as on Appointed Date of April 1, 2015 between the 3 listed companies such that the Company will hold Rs. 150 Cr., Resulting Company 2 will hold Rs. 10 Cr. and the balance, Rs. 412 Cr., will be held by Resulting Company 1.(vi) The Appointed Date for the demerger is April 1, 2015.
The Company has received approvals from SEBI and CCI for the proposed scheme of demerger. Pursuant to the order of Hon'ble High Court of Punjab and Haryana at Chandigarh, the Court Convened Meeting of shareholders of the Company was held on July 4, 2015 at 11:00 A.M. at the Registered Office of the Company at Bhai Mohan Singh Nagar, Railmajra, Tehsil Balachaur, District Nawanshahr, Punjab - 144 533 and the report of the Court appointed Chairman was filed with the Hon'ble High Court. 99.99% of the total voting of the shareholders of the Company at the meeting and by e voting voted in favour of the Scheme of Demerger. The Company has filed the second petition before the Hon'ble High Court seeking its approval for the Scheme of Demerger.
In May 2015, Max India completed the divestment of Max Neeman, a contract research organization with world-class practices, strong values and deep customer relationships. As a natural owner' of this business, JSS Medical Research, the acquiring firm, will invest in Max Neeman's growth, enabling the Max India Group to focus more on its core businesses.
In FY 2015-16, the company renewed its corporate agency relationship with Axis Bank, with continued access to the strong network of 2,904 branches of Axis Bank in the country. In collaboration with Axis Bank, the company launched 'Maxis 2020' a nationwide transformation of the life insurance selling processes at the bank, used data analytics, including smarter customer targeting, and introduced a digital solution to enable sellers to perform needs- based sales for customers, across a variety of devices such as desktops, tablets and smart phones. The use of technology for life insurance sales rapidly picked up momentum, with over 70% of policies being sold using this new digital solution in the final quarter of the FY 2015-16. This now enables the company to issue a policy in just 4 hours.
The company introduced 3 new products and 4 new Riders in FY 2015-16, covering both Long-Term Savings and Protection. Of the 7 new products and Riders, Max Life Platinum Wealth Plan (PWP) and Max Life Monthly Income Advantage Plan (MIAP), proved to be the most successful in FY 2015-16. In addition to the new product launches, Max Life Guaranteed Income Plan - an existing guaranteed income plan, was re-launched with a unique derivative investment strategy to hedge interest rate risk.
The Board of Directors of Max Financial Services and Max Life Insurance in August 2016 approved the amalgamation of life insurance business of Max Life, with HDFC Life, subject to requisite shareholder and other regulatory approvals, to eventually create the biggest private-sector life insurance company in India. As per the agreed valuation and exchange ratio, the relative valuation of HDFC Life and Max Life would be 69% and 31% respectively. The potential merger, if it fructifies, will create the largest private life insurance company in India. The coming together of two large life insurance companies of India, Max Life Insurance and HDFC Life, is likely to be accretive to its various stakeholders as the two companies enjoys complementary areas of strengths. On the distribution front while Max Life Insurance has long-standing relationships with Axis Bank, Yes Bank and Lakshmi Vilas Bank, HDFC Life has relationships with HDFC Bank, RBL and IDFC Bank, which could create a strong bancassurance growth engine. In addition, the highly productive agency distribution of Max Life Insurance and E-commerce play of both companies is expected to add strength to the multi channel distribution architecture.
During the year under review, the Company acquired 1,41,70,817 equity shares of Rs. 10/- each in Max Life in March 2018. Accordingly, the equity stake of the Company in Max Life increased to 70.75% as at 31 March 2018.
During the FY2019, the Company acquired 1,98,787,368 equity shares of Rs. 10/- each in Max Life. Accordingly, the equity stake of the Company in Max Life increased to 71.79% as at 31 March 2019.
The Board of Directors of the Company in its meeting held on 03 March 2020, had considered and approved the issuance and allotment of up to 7,54,58,088 equity shares of the Company of the face value of Rs. 2 each, fully paid up, on a preferential basis to Mitsui Sumitomo Insurance Company Limited (MSI) for consideration other than cash, i.e. through swap of 39,47,75,831 equity shares of Rs. 10 each of Max Life Insurance Company Limited. In addition, the Company through a call/put option has a right to acquire the remaining shareholding held by MSI at Rs. 85/- for every Equity Share of Rs. 10/- each held by MSI in Max Life ('MSI Put/Call Option'). In this regard, the Company has executed definitive agreements with the parties. The said transaction was subject to receipt of requisite shareholders approvals and regulatory approvals.
On 20 February 2020, the Company and Axis Bank Limited executed a long-term strategic partnership. The Board of Directors of the Company had approved in its meeting held on 27 April 2020 to enter into definitive agreements with Axis Bank for sale of 29% of equity share capital of Max Life, a material subsidiary of the Company, to Axis Bank.
During the year 2019-20,the company acquired 1,41,70,817 equity shares of Rs. 10/- each in Max Life. Accordingly, the equity stake of the Company in Max Life increased to 72.52% as at 31 March 2020.
On 08 December 2020, the Company allotted 7,54,58,088 equity shares of Rs. 2/- each at a price of Rs. 565.11 per equity share amounting to 21.87% of the paid-up share capital of Max Financial Services Limited ('MFSL' or 'Company'), to MSI, on a preferential allotment basis in consideration for the transfer of equity shares constituting 20.57% of the paid up share capital of Max Life held by MSI to MFSL.
Post the Share Swap transaction, MSI holds 21.87% equity shares of the Company and the Company's investment in equity shares of MLIC had increased from 72.52% to 93.10% as of 08 December 2020.
On April 6, 2021, Axis Bank Limited, India's third-largest private sector bank, together with its subsidiaries Axis Capital Limited and Axis Securities Limited became the co-promoters of Max Life after acquiring 12.99% stake collectively by the Axis Entities in Max Life, which had 346 branch units across India as of March 31, 2022.
Max Life's assets under management (AUM) was Rs. 90,407 crore as on March 31, 2021.
During the year 2022, the total new business premium (individual + group) of Max Life increased by 16% to Rs. 7,905 crore. Additionally, the renewal premium income (including Group) grew by 19% to Rs. 14,509 crore, taking the gross written premium to Rs. 22,414 crore.
As of March 31, 2022, the Company had only 1 operating subsidiary vis., Max Life. In addition, Max Life incorporated Max Life Pension Fund Management Limited on February 28, 2022 as its wholly owned subsidiary.
Max Life's assets under management (AUM) were Rs 1,07,510 crore as on March 31, 2022.
As of March 31, 2023, the Company had two operating subsidiaries viz., Max Life Insurance Company Limited and Max Life Pension Fund Management Limited. Further, the Company incorporated one special purpose entity, Max Financial Employees Welfare Trust in April 2022.
Max Life's assets under management (AUM) were Rs 1,22,857 crore as on March 31, 2023.
During the year 2023, the total new business premium (individual + group) of Max Life increased by 13% to Rs. 8,960 crore. Additionally, the renewal premium income (including Group) grew by 13% to Rs. 16,382 crore, taking the gross written premium to Rs. 25,342 crore.
Max Financial Services Ltd
Directors Reports
Dear Members,
Your directors have the pleasure of presenting the 35th (Thirty-fifth)
Board's Report of Max Financial Services Limited ("MFSL" or "the
Company") along with the audited Financial Statements for the financial year ended
March 31, 2023.
STANDALONE RESULTS
The highlights of the standalone financial results of your Company
along with the previous year's figures are as under:
|
|
(' in crore) |
|
Year ended
31.03.2023 |
Year ended
31.03.2022 |
| Dividend income |
Nil |
144.46 |
| Treasury Income |
30.24 |
34.18 |
| Sale of services |
20.32 |
20.64 |
| Rental Income |
0.56 |
0.42 |
| Gain on sale of investment
property |
6.69 |
- |
| Revenue from operations |
57.81 |
199.70 |
| Other income |
0.42 |
2.36 |
| Total income |
58.23 |
202.06 |
| Expenses |
|
|
| Employee benefits expenses |
9.22 |
21.62 |
| Legal and professional expenses |
15.63 |
13.85 |
| Other expenses |
10.92 |
15.89 |
| Depreciation and amortization
expense |
3.10 |
3.48 |
| Finance costs |
0.11 |
0.14 |
| Total expenses |
38.98 |
54.98 |
| Profit before tax |
19.25 |
147.08 |
| Tax expense |
5.37 |
44.46 |
| Profit after tax for the year |
13.88 |
102.62 |
| Other comprehensive income for
the year |
(0.07) |
0.36 |
| Total comprehensive income |
13.81 |
102.98 |
Your Company is primarily engaged in the business of making and holding
investments in its subsidiary, Max Life Insurance Company Limited ("Max Life")
and providing management consultancy services to group companies and accordingly, in terms
of extant RBI guidelines, your Company is an Unregistered Core Investment Company
(unregistered CIC) as it does not meet the criteria stipulated by RBI for registration as
a Systematically important CIC. Further, there is no change in the nature of Business
during the FY 2022-23.
The net worth of your Company on a standalone basis grew marginally by
0.2% to '6,763 crore as of March 31, 2023 as against '6750 crore as of March 31, 2022. The
increase in the net worth was mainly on account of profits.
CONSOLIDATED RESULTS
In accordance with the Companies Act, 2013 ("the Act") and
applicable accounting standards, the audited consolidated financial statements are
enclosed as part of this Annual Report.
In FY 2022-23, MFSL reported consolidated revenues of '31,431 crore,
which grew by 1%, due to lower investment income. Excluding Investment Income,
consolidated revenues grew 13%. The Gross Premiums at '25,432 crore, grew by 13% compared
to the previous year. The Company reported a consolidated profit after Tax of '452 crore,
which grew 42% compared to the previous year.
Max Life AUM as of March 31, 2023, stood at '1,22,857 crore, a rise of
14% over the previous year, owing to the increased scale of business. The Market
Consistent Embedded value of Max Life as of March 31, 2023, was '16,263 crore, with an
Operating Return on Embedded Value (RoEV) of 22.1% and the value of a new business at
'1,949 crore has grown 28%, achieved the highest ever VNB margins of 31.2%, 380 bps
improvement year on year.
The highlights of the consolidated financial results of your Company,
and its subsidiaries, viz., Max Life Insurance Company limited, Max life pension Fund
Management limited, and Max Financial Employees Welfare trust are as under:
(' in crore)
|
Year ended
31.03.2023 |
Year ended
31.03.2022 |
| Policyholders' Income from Life
Insurance operations |
31,050.62 |
30,849.16 |
| Interest Income |
302.12 |
226.52 |
| Net gain on fair value changes |
39.34 |
95.95 |
| Dividend Income |
3.10 |
2.69 |
| Rental Income |
6.46 |
2.25 |
| Gain on sale of investment
property |
6.69 |
0.00 |
| Sale of services |
4.34 |
4.64 |
| Revenue from operations |
31,412.67 |
31,181.21 |
| Other income |
18.39 |
6.37 |
| Total income |
31,431.06 |
31,187.58 |
| Expenses |
|
|
| Policyholders' Expenses of Life
Insurance operations |
30,788.75 |
30,687.55 |
| Employee benefits expenses |
29.23 |
36.77 |
| Legal and professional expenses |
15.78 |
13.85 |
| Other expenses |
28.60 |
32.75 |
| Impairment on financial
instruments |
(0.59) |
(1.73) |
| Finance costs |
37.46 |
24.74 |
| Depreciation and amortization
expense |
4.63 |
5.00 |
| Total expenses |
30,903.86 |
30,798.93 |
| Profit before tax |
527.20 |
388.65 |
| Tax expense |
75.31 |
70.25 |
| Profit after tax for the year
(including noncontrolling interests) |
451.89 |
318.40 |
| Other comprehensive income for
the year |
(7.97) |
(11.91) |
| Total comprehensive income
(after tax) |
443.92 |
306.49 |
| Total comprehensive income
attributable to |
|
|
| Owners of the company |
372.12 |
243.66 |
| Non-controlling interests |
71.80 |
62.83 |
MATERIAL CHANGES AFFECTING FINANCIAL POSITION
There are no material changes and commitments affecting the financial
position of the Company, which occurred between the end of the financial year of the
Company i.e., March 31, 2023, and the date of the Directors' report i.e., May 12, 2023.
SUBSIDIARIES, ASSOCIATES & JOINT VENTURE COMPANIES
As of March 31, 2023, your Company had two operating subsidiaries viz.,
Max life Insurance Company limited and Max life pension Fund Management Limited. Further,
the Company has also incorporated one special purpose entity, Max Financial employees
Welfare trust in April 2022. there were no other associate or joint venture companies.
The report containing salient features of the financial statement of
Max life, included in the consolidated financial statements, presented in Form AOC-1 is
attached to this report as Annexure 1, as per Rule 5 of the Companies (Accounts)
Rules, 2014.
Further, a detailed update on the business achievements of Max Life, is
furnished as part of the Management Discussion and Analysis section which forms part of
this Annual Report.
As provided in Section 136 of the Act, the financial statements and
other documents of the subsidiaries of the Company are not attached to the financial
statements of the Company. The complete set of financial statements, including financial
statements of the subsidiaries of the Company is available on the website of the Company
at www.maxfinancialservices.com. These documents will also be available for inspection
during business hours at the registered office of the Company.
MATERIAL UNLISTED SUBSIDIARY
In terms of the provisions of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), your Company has
a policy for determining 'Material Subsidiary' and the said policy is available on the
Company's website at https://www. maxfinancialservices.com/corporate-policies
Your Company has one material subsidiary, viz., Max Life Insurance
Company Limited.
DIVIDEND
Your Directors have not recommended any dividend for the financial year
2022-23.
The Board of Directors of your Company has approved a Dividend
Distribution policy in line with Regulation 43A of SEBI Listing Regulations. the said
policy is available on the website of the Company at
https://www.maxfinancialservices.com/corporate-policies
TRANSFER TO RESERVES
The Company has not transferred any amount to reserve during the year
under review.
SHARE CAPITAL
The Company did not issue any fresh issue of shares during the current
year under review. the paid-up share capital of the Company as of March 31, 2023, stood at
'69,02,29,542/-(Rupees Sixty-nine crore two lakhs twenty-nine thousand five hundred
forty-two only) comprising 34,51,14,771 equity shares of '2/- each.
EMPLOYEE STOCK OPTION PLANS
Your Company has two employee stock option plans viz. Max employee
Stock plan ('the 2003 plan') and Max Financial Employees Stock Option Plan - 2022 ('2022
Plan'). the 2003 Plan provides for the grant of stock options aggregating not more than 5%
of the number of issued equity shares of the Company to eligible employees and Directors
of the Company.
Max Financial Employees Stock Option Plan - 2022 was approved by the
Shareholders of the Company on May 9, 2022. this 2022 Plan does not contemplate the issue
of any fresh shares. the Company established a separate trust, viz., Max Financial
Employees Welfare trust ('trust'). the trust shall acquire shares of the Company in the
secondary market, hold and transfer to option holders upon exercise of vested options. the
Company granted 15,04,623 options on June 22, 2022, to the employees of Max Life, which
would entitle the option-holders to acquire one equity share of '2/- each for cash from
Max Financial Employees Welfare trust at an Exercise Price of '808.97 per option payable
to ESOP trust and that the aforesaid options shall be vested in a graded manner. the 2003
& 2022 Plans are administered by the Nomination and Remuneration Committee constituted
by the Board of Directors of the Company. Disclosures as required under SEBI (Share Based
Employee Benefits) Regulations, 2014 are enclosed in this report as Annexure-2.
The 2003 Plan came into effect on October 1, 2003, and is valid for a
period of 20 years up to September 30, 2023. the Board of Directors of the Company in its
meeting held on May 12, 2023, decided not to extend the validity of the 2003 plan. there
is no outstanding option in terms of the 2003 Plan. 2003 Plan shall automatically expire
on September 30, 2023.
A certificate from the Secretarial Auditors confirming that the ESOP
plans of the Company, viz., (i) the 2003 Plan and (ii) 2022 Plan of the Company have been
implemented in accordance with the applicable SEBI Regulations shall be placed before the
members at the ensuing Annual General Meeting.
directors and key managerial personnel
As of the date of this report, the Board of Directors of your Company
comprises of 10 (ten) members with all being Non-Executive Directors of which 6 (Six) are
Independent Directors. Mr. Analjit Singh (DIN: 00029641), Chairman of the Company is a
NonExecutive, Non-Independent Promoter Director.
Further, in terms of Section 152 of the Act and the Articles of
Association of the Company, Mr. Mitsuru Yasuda is liable to retire by rotation at the
ensuing Annual General Meeting. Mr. Mitsuru Yasuda, being eligible, has offered himself
for re-appointment at the ensuing Annual General Meeting.
Brief profiles of the directors are given in the Annual Report.
The Board met five times during the financial year 2022-23 as detailed
below:
| date |
Board Strength |
No. of
directors present |
| April 6, 2022 |
11 |
11 |
| May 10, 2022 |
11 |
11 |
| August 1, 2022 |
10 |
9 |
| october 19, 2022 |
11 |
9 |
| January 31, 2023 |
10 |
9 |
The details regarding the number of meetings attended by each Director
during the year under review have been furnished in the Corporate Governance Report
attached as part of this Annual Report.
During the year under review, the following changes in the Board
composition/Key Managerial personnel have taken place:
• Mrs. Naina Lal Kidwai resigned from the Board from the closure
of business hours on May 31, 2022, as part of her planned transition and to fulfill her
several other responsibilities and professional commitments.
• Mrs. Gauri padmanabhan was appointed as a woman Independent
Director on August 25, 2022.
• Mr. Mohit talwar retired as the Managing Director of the Company
w.e.f from the closure of business hours on January 14, 2023;
• Mr. Mandeep Mehta resigned as Chief Financial officer of the
Company w.e.f. from the closure of business hours on April 30, 2022; and
• Mr. Amrit pal Singh was appointed as Chief Financial officer of
the Company w.e.f. May 01, 2022.
As of the date of this Report, Mr. Amrit pal Singh, Chief Financial
officer, and Mr. V. Krishnan, Company Secretary are the Key Managerial personnel of the
Company.
At the Board meeting of the Company held on May 12, 2023, the Board
considered and approved the following:
(i) Acceptance of resignation of Mr. V Krishnan as the Company
Secretary of the Company on the close of business hours on June 30, 2023;
(ii) Appointment of Mr. piyush Soni as the Company Secretary of the
Company effective July 1, 2023; and
(iii) Appointment of Mr. V Krishnan as the Manager of the Company in
terms of the provisions of the Companies Act, 2013 read with applicable provisions of SEBI
listing Regulations effective July 1, 2023 for a period of three years subject to the
approval of the Shareholders of the Company.
FORFEITURE OF STOCK OPTIONS:
There are no outstanding options in terms of Max employee Stock
plan-2003 as of date. All options that were granted and vested with the option-holders
have all been exercised during the year ended March 31, 2022.
STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS:
In terms of Section 149(6) of the Act and Regulation 25 of SEBI listing
Regulations, the following non-executive Directors are categorized as Independent
Directors of the Company: Mr. Aman Mehta (Din: 00009364), Mr. Dinesh Kumar Mittal (Din:
00040000), Mr. Jai Arya (DIN: 08270093), Sir Richard Stagg (DIN: 07176980), Mr. K.
Narasimha Murthy (DIN: 00023046) and Mrs. Gauri padmanabhan (DIN: 01550668).
the Company has received confirmation of independence from all the
above-mentioned Independent Directors as per Section 149(7) of the Act and applicable SEBI
listing Regulations confirming that they continue to meet the criteria of independence.
Further, pursuant to Rule 6 of the Companies (Appointment and Qualification of Directors)
Rules, 2014, all Independent Directors of the Company have confirmed their registration
with the Indian Institute of Corporate Affairs (IICA) database.
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. A detailed note
on the same is provided under the Corporate Governance Report forming part of this Annual
Report.
1. Audit Committee:
the Audit Committee met five times during the financial year 2022-23,
viz. on April 27, 2022, May 10, 2022, August 1, 2022, october 19, 2022, and January 31,
2023. As of the date of this report, the Committee comprises Mr. Dinesh Kumar Mittal
(Chairman), Mr. Aman Mehta, Mr. Mitsuru Yasuda, and Mr. K Narasimha Murthy. All the
recommendations by the Audit Committee were accepted by the Board.
2. Nomination and Remuneration Committee:
the nomination and Remuneration Committee met three times during the
financial year 2022-23, viz. on April 6, 2022, May 10, 2022, and January 31, 2023. As of
the date of this report, the Committee comprises Mr. Aman Mehta (Chairman), Mr. Analjit
Singh, Mr. Dinesh Kumar Mittal, Mr. Hideaki Nomura Mr. Jai Arya and Sir Richard Stagg.
3. Stakeholders' Relationship Committee:
the Committee met twice during the financial year 2022-23, viz. on May
10, 2022, and January 31, 2023. As of the date of this report, the Committee comprises of
Mr. Sahil Vachani (Chairman), Mr. Dinesh Kumar Mittal, and Mr. Mitsuru Yasuda.
4. Risk Management Committee:
As of the date of this report, the Committee comprises Mr. Aman Mehta
(Chairman), Mr. Dinesh Kumar Mittal, Mr. Jai Arya, and Mr. Mitsuru Yasuda. this Committee
met twice during the year under review on April 27, 2022 and October 19, 2022.
5. Corporate Social Responsibility Committee:
the provision under section 135 of the Act, w.r.t. constitution of CSR
Committee, is not applicable to the Company and that CSR functions for the Company are
discharged directly by its Board of Directors as and when required.
6. Independent directors:
the Board of Directors includes six Independent Directors as of March
31, 2023, viz. Mr. Aman Mehta, Mr. Dinesh Kumar Mittal, Mr. Jai Arya, Sir Richard Stagg,
Mr. K. Narasimha Murthy, and Mrs. Gauri Padmanabhan.
the Independent Directors had separate meetings on May 10, 2022, and
May 12, 2023. the meetings were 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 the flow of
information between the Company management and the Board that is necessary for the Board
to perform their duties effectively and reasonably.
PERFORMANCE EVALUATION OF THE BOARD
As per the requirements of the Act and SEBI Listing Regulations, a
formal Annual Evaluation process has been carried out to evaluate the performance of the
Board, the Committees of the Board, and the Individual Directors including the
Chairperson.
the Board of Directors has evaluated the performance of Independent
Directors during the year 2022-23 and opined that the integrity, expertise, and experience
(including proficiency) of the Independent Directors are satisfactory.
the performance evaluation was carried out by obtaining feedback from
all Directors through an
online survey mechanism through Diligent Boards, a secure electronic
medium through which the Company interfaces with its Directors. The outcome of this
performance evaluation was placed before the meetings of the Nomination and Remuneration
Committee and Independent Directors 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 a commitment to good governance by ensuring a constant improvement of processes
and procedures and contributed their best in the overall growth of the organization.
HUMAN RESOURCES
Your Company is primarily engaged in growing and nurturing business
investment as a holding company in the business of life insurance and providing management
advisory services to group companies. the remuneration of employees is competitive with
the market and rewards high performers across levels. the remuneration to Directors, Key
Managerial personnel, and Senior Management is a balance between fixed, incentive pay, and
a 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 Rule 5(1) and
Rule 5(2) of Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014
are attached to this report as Annexure 3A and Annexure 3B.
As of March 31, 2023, there were 11 (Eleven) employees on the rolls of
the Company.
NOMINATION AND REMUNERATION POLICY
In adherence to the provisions of Sections 134(3(e) and 178(1) &
(3) of the Act, the Board of Directors on the recommendation of the nomination and
Remuneration Committee had approved a policy on Directors' appointment and remuneration.
the said policy includes terms of appointment, criteria for determining qualifications,
performance evaluation, and other matters. A copy of the same is available on the website
of the Company at https://www. maxfinancialservices.com/corporate-policies
CORPORATE SOCIAL RESPONSIBILITY ("CSR")
the Company is not required to constitute a CSR Committee under section
135 of the Act, and a copy of the duly adopted CSR policy is available on the website of
the Company at https://www. maxfinancialservices.com/corporate-policies
the CSR policy comprises a Vision and Mission Statement, philosophy,
and objectives. It also explains the governance structure along with clarity on roles and
responsibilities.
In terms of Section 135 of the Act read with Companies (Corporate
Social Responsibility policy) Rules, 2014, all Companies meeting the prescribed threshold
criteria, i.e., a net worth of '500 crore or more or a turnover of '1,000 crore or more or
net profits of '5 crore or more during the immediately preceding financial year are
required to spend at least 2% of the average net profits of the Company for the
immediately preceding three financial years.
As per rule 2(h) of the Companies (Corporate Social Responsibility
policy) Rules, 2014, any dividend received from other companies in India, which are
already covered and comply with the provisions of the CSR, shall not be included for the
purposes of computation of 'net profits' for a company.
Accordingly, dividend income received by MFSL from Max Life for FY
2021-22 is not included in computing the limits for CSR contribution to be made by the
MFSL as Max Life already contributes to CSR. Based on the average net profits of the 3
preceding FYs, MFSL has incurred an average net loss in the last 3 years. MFSL is
therefore not required to make any CSR contribution.
POLICY FOR PREVENTION OF SEXUAL HARASSMENT
Your Company has a requisite policy for the Prevention of Sexual
Harassment, which is available on the website of the Company at
https://www.maxfinancialservices.com/corporate-policies. The comprehensive policy ensures
gender equality and the right to work with dignity for all employees (permanent,
contractual, temporary, and trainees) of the Company. Your company has complied with
provisions relating to the constitution of the Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (prevention, prohibition and Redressal) Act, 2013.
No case was reported to the Committee during the year under review.
LOANS, GUARANTEES, OR INVESTMENTS IN SECURITIES
The details of loans given, and investments made by the company
pursuant to the provisions of Section 186 of the Act are provided in note No. 29 to the
standalone financial statements of the Company for FY 2022-23.
MANAGEMENT DISCUSSION & ANALYSIS
In terms of Regulation 34 of SEBI Listing Regulations, a review of the
performance of the Company, including those of your Company's subsidiaries, viz., Max life
and Max life pension Fund Management limited, 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 the non-executive Director and Chief Financial
officer on compliance with part B of Schedule II of SEBI listing Regulations forms part of
the Corporate Governance Report as Annexure-2.
Further, a certificate from M/s Chandrasekaran Associates, practicing
Company Secretaries regarding compliance with the conditions of Corporate Governance
pursuant to part E of Schedule V of SEBI listing Regulations is Annexed to the Corporate
Governance Report as Annexure-3.
Copies of various policies adopted by the Company are available on the
website of the Company at https://www.maxfinancialservices.com/corporate- policies
STATUTORY AUDITORS AND AUDITORS' REPORT
pursuant to Sections 139 & 142 of the Act, M/s Deloitte Haskins and
Sells, LLp, Chartered Accountants (Firm Registration number: 117366W/W-100018), were
appointed as the Statutory Auditors of the Company at the 32nd Annual General
Meeting ("AGM") held on December 30, 2020, for a period of five years. They
continue as the Statutory Auditors of the Company.
There are no audit qualifications, reservations, disclaimers or adverse
remarks, or reporting of fraud in the Statutory Auditors Report given by M/s Deloitte
Haskins and Sells, LLp, Statutory Auditors of the Company for the financial year 2022-23
annexed in this Annual Report.
M/s Deloitte Haskins & Sells LLp, after carrying out the audit for
the financial year ended March 31, 2023, had resigned on May 12, 2023, to enable the
Company to align its statutory auditors with the successor statutory auditors of Max Life,
viz., M/s S. R. Batliboi and Co. LLp. The Board, after placing on record its appreciation
for the contribution made by M/s Deloitte Haskins & Sells LLp over the last seven
years accepted their resignation as statutory auditors in the meeting held on May 12,
2023.
Further, the Board took note of requisite declarations, consent letters
and eligibility certificates received from M/s S.R. Batliboi and Co. LLp, the proposed
Statutory Auditors. They have confirmed that their appointment as Auditors, if made, shall
be in accordance with the conditions laid down in the Companies Act, 2013 and rules made
thereunder, including the criteria provided
in Section 141 and Section 144 of the Companies Act, 2013 and SEBI
Listing Regulations. Basis the above, the Board recommended the following for
consideration of the shareholders:
(i) For the appointment of M/s S. R. Batliboi and Co. LLp as the
statutory auditors of the Company to fill the casual vacancy caused by the resignation of
existing statutory auditors till the next date of the ensuing annual general meeting
through a postal ballot process; and
(ii) For the appointment of M/s S. R. Batliboi and Co. LLp as the
statutory auditors for a five-year term from the date of the forthcoming Annual General
Meeting to be held in 2023 till the conclusion of the 40th Annual General
Meeting to be held in the year 2028 on such remuneration as may be mutually agreed between
the statutory auditors and the Board of Directors of the Company, from time to time.
SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT
pursuant to Section 204 of the Act, your Company had appointed M/s
Chandrasekaran Associates practicing Company Secretaries, New Delhi as its Secretarial
Auditors to conduct the secretarial audit of the Company for FY 2022-23. The Company
provided all assistance and facilities to the Secretarial Auditor for conducting their
audit. the Report of Secretarial Auditor for FY 2022-23 is annexed to this report as Annexure
4.
there are no audit qualifications, reservations, disclaimers, or
adverse remarks in the said Secretarial Audit Report.
Your Company complies with the applicable Secretarial Standards issued
by the Institute of Company Secretaries of India and notified by the Ministry of Corporate
Affairs.
Further, Max Life Insurance Company Limited, the material subsidiary of
the Company has undergone a Secretarial Audit for the year ended March 31, 2023. the
Secretarial Audit Report issued by
M/s Chandrasekaran Associates, practicing Company Secretaries, new
Delhi is enclosed as Annexure-5. the Secretarial Auditors have mentioned the
details of the penalty/fine levied by the Insurance Regulatory and Development Authority
of India (IRDAI)/national Stock exchange of India Limited (NSE) respectively for FY 2023
on Max Life Insurance Company Limited and that there were no other qualification,
reservation, disclaimers or adverse remarks in the Secretarial Audit Report for FY 2023.
the Board of Max Life Insurance Company Limited while noting the above, instructed the
Management to be more cautious in meeting the timelines of compliance with applicable
laws, adhere to the instructions of IRDAI and comply with the provisions of applicable
laws in letter and spirit.
INTERNAL AUDITORS
the Company follows a robust Internal Audit process and audits are
conducted on a regular basis, throughout the year, as per the agreed audit plan. During
the year under review, M/s MGC, Global Risk Advisory LLp was re-appointed as Internal
Auditors for conducting the Internal Audit of key functions and assessment of Internal
Financial Controls, etc.
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
has reviewed the existence of various risk-based controls in the Company and also tested
the key controls towards the assurance of compliance for the present fiscal.
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.
Further, the testing of the adequacy of internal financial controls over financial
reporting has also been carried out independently by the Statutory Auditors as mandated
under the provisions of the Act.
During the year under review, there were no instances
of fraud reported by the auditors to the Audit Committee or the Board
of Directors.
RISK MANAGEMENT
Your Company considers that risk is an integral part of its business
and therefore, it takes proper steps to manage all risks in a proactive and efficient
manner. The Board has formed a Risk Management Committee to identify the risks impacting
the business and formulate strategies/policies aimed at risk mitigation as part of risk
management. Further, a core team of senior management has also been formed to identify and
assess key risks, risk appetite, tolerance levels and formulate strategies for mitigation
of risks identified in consultation with process owners.
the Company has adopted a Risk Management policy, whereby risks are
broadly categorized into Strategic, operational, Compliance, and Financial & Reporting
Risks. the policy outlines the parameters of identification, assessment, monitoring, and
mitigation of various risks which are key to business performance.
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
subsidiary have been dealt with in detail in the Management Discussion and Analysis
section, forming part of this Annual Report.
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 the Company's Code of Conduct.
the said policy, covering all employees, Directors, and other people
having an association with the Company, is hosted on the Company's website at https://www.
maxfinancialservices.com/corporate-policies
A brief note on Vigil Mechanism/Whistle Blower
policy is also provided in the Report on Corporate Governance, which
forms part of this Annual Report.
COST RECORDS
Your Company is not required to maintain cost records as specified by
the Central Government under Section 148(1) of the Act.
PUBLIC DEPOSITS
During the year under review, the Company has not accepted or renewed
any deposits from the public.
COMPLIANCE WITH SECRETARIAL STANDARDS
pursuant to the provisions of Section 118 of the Act, the Company has
complied with the applicable provisions of the Secretarial Standards issued by the
Institute of Company Secretaries of India.
DETAILS OF THE APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANkRUPTCY CODE, 2016
During the period under review, no application was made by or against
the company, and accordingly, no proceeding is pending under the Insolvency and Bankruptcy
Code, 2016.
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,
except an ongoing transaction with Max Life Insurance Company limited for allowing usage
of trademarks without any consideration for which approval has already been obtained from
shareholders of the Company in 2016 for the said transaction.
Further, the members of the Company in their 34th Annual
General Meeting held on August 25, 2022, had approved the material-related party
transaction by Max life Insurance with its related party, viz., Axis Bank limited for
payment of fees/commission for distribution of the life insurance products, display of
publicity materials, procuring banking services, and other related business in terms of
SEBI listing
Regulations effective April 1, 2022, till the date of ensuing annual
general meeting.
Form AoC-2 furnishing particulars of contracts or arrangements entered
by the Company with related parties referred to in Section 188(1) of the Companies Act,
2013, is annexed to this report as Annexure 6.
The details of all the Related party Transactions form part of Note No.
28 to the standalone financial statements attached to this Annual Report.
the policy on the materiality of related party transactions and dealing
with related party transactions as approved by the Board may be accessed on the Company's
website at https://www. maxfinancialservices.com/corporate-policies
BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT
In terms of Clause 34(2)(f) of SEBI Regulations, a Business
Responsibility and Sustainability Report, on various initiatives taken by the Company and
its material subsidiary, Max Life, is enclosed in this report as Annexure-7.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION And
Foreign ExCHANGE EARNINGS & OUTGO
The information on the 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 the conservation of energy: Regular
efforts are made to conserve energy through various means such as the use of low
energy-consuming lighting, 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
sources 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 |
'639.77 lakhs |
ANNUAL RETURN
the Annual Return as of March 31, 2023, under Section 92(3) of the Act
read with Companies (Management and Administration) Rules, 2014, can be accessed at the
website of the Company at https://www. maxfinancialservices.com/static/uploads/financials/
pdf7b39741d007e8e46739bf90684b44ecb.pdf
DIRECTORS' RESPONSIBILITY STATEMENT
pursuant to Section 134(5) of the Act, it is hereby confirmed that:
a) In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures,
if any;
b) the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for that period;
c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) The Directors had prepared the annual accounts on a going concern
basis;
e) The Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively; and
f) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS
During the year under review, there were no such significant and
material orders passed by the regulators or courts or tribunals which could impact the
going concern status and the company's operations in the future.
TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO THE INVESTOR EDUCATION AND
PROTECTION FUND
the Company had paid a Final Dividend in FY 201415 and an Interim
Dividend in FY 2015-16, and the unpaid dividend was transferred to two separate bank
accounts in the same year for the aforesaid two dividends. After the completion of Seven
years, the unpaid amounts still lying in the said accounts were transferred to the
Investor Education and protection Fund, along with respective shares on which such
dividend remained unpaid on october 23, 2022 and December 10, 2022, respectively.
UNCLAIMED SHARES
Regulation 39(4) of the SEBI Listing Regulations inter alia requires
every listed company to comply with a certain procedure in respect of shares issued by it
in physical form, pursuant to a public issue or any other issue and which remained
unclaimed for any reason whatsoever.
the face value of the shares of the Company was split from '10/- each
to '2/- each in the year 2007. Certain share certificates were returned undelivered and
were lying unclaimed. The Company had sent necessary reminders to concerned shareholders,
and subsequently, such shares were transferred to the Unclaimed Suspense Account.
The voting rights on the equity shares lying in the said Unclaimed
Suspense Account shall remain frozen till the rightful owner claims such shares. Further,
all corporate benefits in terms of securities accruing on the said unclaimed shares viz.
bonus shares, split, etc., if any, shall also be credited to the said Unclaimed Suspense
Account.
The concerned shareholder(s) are requested to write to the Registrar
and Share Transfer Agent to claim the said equity shares. on receipt of such claim,
additional documents may be called for and subject to its receipt and verification, the
said shares lying in the said Unclaimed Suspense Account shall be transferred to the
depository account provided by the concerned shareholder(s) or the physical share
certificate shall be delivered to the registered address of the concerned shareholder(s).
The details of Equity Shares held in the Unclaimed Suspense Account are
as follows:
| S. No. Particulars |
No. of
Shareholders |
No. of Equity
Shares |
| 1. The Aggregate number of
shareholders and the outstanding shares originally lying in the Unclaimed Suspense Account
(as at the beginning of the financial year i.e., April 1, 2022) |
304 |
78,870 |
| 2. Number of shareholders who
approached the listed entity for transfer of shares from the Unclaimed Suspense Account
during the year |
*104 |
21,035 |
| 3. Number of shareholders to whom
the shares were transferred from the Unclaimed Suspense Account, during the year |
*104 |
21,035 |
| 4. The aggregate number of
shareholders and the outstanding shares in the Suspense Account (as of the end of the
financial year i.e., March 31, 2023) |
200 |
57,835 |
*This includes 18,355 equity shares comprising 100 shareholders which
were transferred to the Investor Education and Protection Fund
Till the date of this report, the Company had approved 2003 such claims
from shareholders for 4,17,475 shares, for transfer of the shareholding back to the
shareholders from the unclaimed Suspense Account in Demat form.
CAUTIONARY STATEMENT
Statements in this Report, particularly those which relate to
Management Discussion and Analysis, describing the Company's/subsidiary'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.
ACKNOWLEDGMENTS
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 cooperation and assistance
received from various agencies of the Central and State Governments, Financial
Institutions and Banks, Shareholders, Joint Venture partners, and all other business
associates.
|
On behalf of the Board of
Directors |
|
Max Financial Services Limited |
|
Analjit Singh Chairman |
|
DIN:00029641 |
| Place: |
South Africa |
| Date: |
May 12, 2023 |