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Max Financial Services Ltd.

BSE: 500271 Sector: Financials
NSE: MFSL ISIN Code: INE180A01020
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NSE 11:39 | 03 Oct 758.40 -4.20
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OPEN 771.20
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VOLUME 3356
52-Week high 1081.00
52-Week low 697.05
P/E 3787.25
Mkt Cap.(Rs cr) 26,140
Buy Price 756.65
Buy Qty 21.00
Sell Price 757.55
Sell Qty 22.00
OPEN 771.20
CLOSE 763.75
VOLUME 3356
52-Week high 1081.00
52-Week low 697.05
P/E 3787.25
Mkt Cap.(Rs cr) 26,140
Buy Price 756.65
Buy Qty 21.00
Sell Price 757.55
Sell Qty 22.00

Max Financial Services Ltd. (MFSL) - Director Report

Company director report

Dear Members

Your directors have the pleasure of presenting the 34th(Thirty-fourth) Board's Report of Max Financial Services Limited ("MFSL" or"the Company") along with the audited Financial Statements for the financialyear ended March 31 2022.

Standalone Results

The highlights of the standalone financial results of your Companyalong with the previous year's figures are as under:

(Rs. in Crore)

Year ended 31.03.2022 Year ended 31.03.2021
Revenue from operations 199.70 306.38
Other income 2.36 1.43
Total income 202.06 307.81
Expenses
Finance costs 0.14 0.22
Impairment loss on investment in subsidiary - 88.16
Loss on sale of investment in subsidiary - 32.89
Employee benefits expenses 21.62 21.25
Depreciation and amortization expense 3.48 3.80
Legal and professional expenses 13.85 18.32
Other expenses 15.89 13.70
Total expenses 54.98 178.34
Profit before tax 147.08 129.47
Tax expense 44.46 30.24
Profit after tax for the year 102.62 99.23
Other comprehensive income for the year 0.36 0.01
Total comprehensive income 102.98 99.24

Your Company is primarily engaged in the business of making and holdinginvestments in its subsidiary Max Life Insurance Company Limited ("Max Life")and providing management consultancy services to group companies and accordingly in termsof extant RBI guidelines your Company is an Unregistered Core Investment Company(Unregistered CIC) as it does not meet the criteria stipulated by RBI for Systematicallyimportant CIC.

The net worth of your Company on a standalone basis grew by around 2%to `6750 crore as of March 31 2022 as against ` 6645 crore as of March 31 2021. Theincrease in the net worth was mainly on account of profits.

Consolidated Results

In accordance with the Companies Act 2013 ("the Act") andapplicable accounting standards the audited consolidated financial statements areenclosed as part of this Annual Report.

In FY 2021-22 MFSL reported consolidated revenues of ` 31188 croremarginally lower than the previous year due to lower investment income. The GrossPremiums at ` 22414 crore grew at 18% compared to the previous year. The Companyreported a consolidated Profit after Tax of ` 318 crore 43% lower compared to theprevious year. The decline in the Consolidated Profit after Tax was primarily due to COVIDrelated provisions in the current year and one-o items in previous years.

Max Life AUM as of March 31 2022 stood at ` 107510 crore growing19% over the previous year owing to mark-to-market gain on debt and equity portfolio andincreased scale of business. Another benchmark set by Max Life was in the Claims PaidRatio category. The claims paid ratio at 99.34% in FY22 similar to 99.35% in FY21 despitea significant increase in covid claims during FY22. The Market Consistent Embedded valueof Max Life as of March 31 2022 was ` 14174 crore with an Operating Return on EmbeddedValue (RoEV) of 19.2% and the value of a new business at ` 1528 crore has grown 22%achieved the highest ever VNB margins of 27.4% 220 bps improvement year on year.

The highlights of the consolidated financial results of your Companyand its subsidiary are as under:

(Rs. in Crore)

Year ended 31.03.2022 Year ended 31.03.2021
Revenue from operations 31181.14 31273.91
Other income 6.44 14.11
Total income 31187.58 31288.02
Expenses
Finance costs 24.74 0.27
Impairment on financial instruments (1.73) (55.24)
Employee benefits expenses 36.77 60.80
Depreciation and amortization expense 5.00 5.32
Legal and professional expenses 13.85 18.32
Policyholders' Expenses of Life 30687.55 30634.31
Insurance operations
Other expenses 32.75 31.34
Total expenses 30798.93 30695.12
Profit before tax 388.65 592.90
Tax expense 70.25 33.15
Profit after tax for the year (including non-controlling interests) 318.40 559.75
Other comprehensive income for the year (11.91) (4.37)
Total comprehensive income (after tax) 306.49 555.38
Total comprehensive income attributable to
Owners of the company 243.66 419.80
Non-controlling interests 62.83 135.58

Material Changes affecting Financial Position

There are no material changes and commitments affecting the financialposition of the Company which has occurred between the end of the financial year of theCompany i.e. March 31 2022 and the date of the Directors' report i.e. May 102022.

Estimation of uncertainties relating to COVID-19 global health pandemic

The Company has assessed the impact of COVID-19 on its operations aswell as its financial statements including carrying amounts of trade receivablesinvestments property plant and equipment and other assets as of March 31 2022. Inassessing the carrying value of these assets the Company has used internal and externalsources of information up to the date of approval of the financial statements for the yearended March 31 2022 and based on current estimates expects the net carrying amount ofthese assets to be recovered. The Company will continue to closely monitor any materialchanges to the business and financial statements due to COVID-19.

The subsidiary company viz. Max Life had assessed the impact ofCOVID-19 on its operations as well as its financial statements including but not limitedto the areas of investments valuation of policy liabilities and solvency for the yearended March 31 2022. The impact of COVID-19 in the future may be different from thatestimated as at the date of approval of these financial statements and the subsidiarycompany will continue to closely monitor any material changes to future economiccondition.

Subsidiaries Associates & Joint Venture companies

As of March 31 2022 your Company had only 1 (one) operatingsubsidiary vis. Max Life. In addition Max Life incorporated Max Life Pension FundManagement Limited on February 28 2022 as its wholly owned subsidiary which has notcommercial operations as of date. There were no other associate or joint venturecompanies.

A report on the performance and financial position of Max Lifeincluded in the consolidated financial statements presented in Form AOC–1 isattached to this report as Annexure - 1 as per Rule 8(1) of the Companies(Accounts) Rules 2014.

Further a detailed update on the business achievements of Max Lifebeing an operating subsidiary is furnished as part of the Management Discussion andAnalysis section which forms part of this Annual Report.

As provided in Section 136 of the Act the financial statements andother documents of Max Life are not attached with the financial statements of the Company.The complete set of financial statements including financial statements of the subsidiaryof 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 theregistered office of the Company.

Material Unlisted Subsidiary

In terms of the provisions of the SEBI Listing Regulations yourCompany has a policy for determining ‘Material Subsidiary' and the said policyis available on the Company's website at https://www.maxfinancialservices.com/wp-content/uploads/2022/07/Annual-Report-Doc-2021-22.zip

Your Company has one material subsidiary viz. Max Life InsuranceCompany Limited.

Dividend

Your Directors have not recommended any dividend for the financial year2021-22.

The Board of Directors of your Company has approved a DividendDistribution Policy in line with Regulation 43A of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations"). The said policy is available on the website of the Company athttps://www.maxfinancialservices.com/wp-content/uploads/2022/07/Annual-Report-Doc-2021-22.zip

Transfer to Reserves

The Company has not transferred any amount to reserve during the yearunder review.

Share Capital

During the year under review the Company allotted 24469 equity sharesof ` 2/- each to an option-holder on the exercise of ESOPs under the Max Employee StockPlan 2003 ("2003 Plan");

The Paid-up Capital of the Company as of March 31 2022 was `690229542/-(Rupees Sixty-nine crore two lakh twenty nine thousand five hundred fortytwo only) comprising of 345114771 equity shares of ` 2/- each.

Employee Stock Option Plans

Your Company has two employee stock option plans viz. The 2003 Plan andMax Financial Employees Stock Option Plan – 2022 (‘2022 Plan'). The 2003Plan provides for the grant of stock options aggregating not more than 5% of the number ofissued equity shares of the Company to eligible employees and Directors of the Company.2022 Plan was approved by the Shareholders of the Company on May 9 2022. This 2022 Plandoes not contemplate issue of any fresh shares. The Company established a separate Trustviz. Max Financial Employees Welfare Trust (‘Trust'). The Trust shall acquireshares of the Company in secondary market hold and transfer to option holders uponexercise of vested options. The Company is yet to grant any option under 2022 Plan. The2003 & 2022 Plans are administered by the Nomination and Remuneration Committeeconstituted 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.

A certificate confirming that the 2003 Plan of the Company has beenimplemented in accordance with the applicable SEBI Regulations and shall be placed beforethe 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 Companycomprises 11 (Eleven) members with 1 (one) Executive Director and 10 (Ten) Non-ExecutiveDirectors of which 6 (Six) are Independent Directors. Mr. Analjit Singh (DIN:00029641) Chairman of the Company is a Non-Executive Non-Independent Promoter Director.

Further in terms of Section 152 of the Act and the Articles ofAssociation of the Company Mr. Hideaki Nomura is liable to retire by rotation at theensuing Annual General Meeting. Mr. Hideaki Nomura being eligible has offered himselffor re-appointment at the ensuing Annual General Meeting.

Brief profiles of aforesaid directors are given in the Annual Report.

The Board met five times during the financial year 2021-22:

S. No. Date Board Strength No. of Directors present
1 June 08 2021 11 10
2 August 10 2021 11 10
3 September 08 2021 11 11
4 November 09 2021 11 10
5 January 28 2022 11 10

The details regarding the number of meetings attended by each Directorduring the year under review have been furnished in the Corporate Governance Reportattached as part of this Annual Report.

During the year under review Mr. Jatin Khanna Chief Financial Officer(‘CFO') resigned from the services of the Company effective close of businesshours on

September 30 2021. Considering the synergy between the finance role atthe Company and Max Life Insurance Company Limited (Max Life) the Board had approved theappointment of Mr. Mandeep Mehta Deputy Chief Financial Officer of Max Life as the CFO ofthe Company effective October 1 2021.

Mr. Mandeep Mehta since resigned as the CFO of the Company to pursueother career options outside the group and in his place Mr. Amrit Pal Singh CFO of MaxLife has been appointed as the CFO of the Company effective May 1 2022.

As of the date of this Report Mr. Mohit Talwar Managing Director Mr.Amrit Pal Singh Chief Financial Officer and Mr. V. Krishnan Company Secretary are theKey Managerial Personnel of the Company.

Forfeiture of stock options:

Arising from the resignation of Mr. Jatin Khanna with effect from closeof business hours on September 30 2021 the following unvested options granted earlier tohim elapsed with effect from close of business hours on September 30 2021 in terms of MaxEmployee Stock Plan-2003:

(i) 16004 options at an exercise price of ` 404.45 per option granted earlier on July2 2019; and

(ii) 25392 options at an exercise price of ` 382.40 per option granted earlier onApril 3 2020.

There are no outstanding options in terms of Max Employee StockPlan-2003 as of date.

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 (‘SEBI LODRRegulations') the following Non-Executive Directors are categorized as IndependentDirectors of the Company: Mrs. Naina Lal Kidwai (DIN: 00017806) Mr. Aman Mehta (DIN:00009364) Mr. Dinesh Kumar Mittal (DIN: 00040000) Mr. Jai Arya (DIN: 08270093) SirCharles Richard Vernon Stagg (DIN: 07176980) and Mr. K. Narasimha Murthy (DIN:00023046).

The Company has received declaration of independence from all theabove-mentioned Independent Directors as per Section 149(7) of the Act and applicable SEBILODR

Regulations confirming that they continue to meet the criteria ofindependence. Further pursuant to Rule 6 of the Companies (Appointment and Qualificationof Directors) Rules 2014 all Independent Directors of the Company have confirmed theirregistration 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 asa part of the best corporate governance practices and are in compliance with therequirements of the relevant provisions of applicable laws and statutes. A detailed noteon the same is provided under the Corporate Governance Report forming part of this AnnualReport.

1. Audit Committee:

The Audit Committee met four times during the financial year 2021-22viz. on June 07 2021 August 10 2021 November 09 2021 and January 28 2022. As of thedate of this report the Committee comprises of Mr. Dinesh Kumar Mittal (Chairman) Mr.Aman Mehta Mrs. Naina Lal Kidwai and Mr. Mitsuru Yasuda. All the recommendations by theAudit Committee were accepted by the Board.

2. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee met twice during thefinancial year 2021-22 viz. on June 8 2021 and November 09 2021. As of the date of thisreport the Committee comprises of Mrs. Naina Lal Kidwai (Chairman) Mr. Analjit SinghMr. Aman Mehta Mr. Dinesh Kumar Mittal Mr. Hideaki Nomura and Mr. Jai Arya.

3. Corporate Social Responsibility Committee:

The provision under section 135 of the Act w.r.t constitution of CSRCommittee is not applicable to the Company and that CSR functions for the Company to bedischarged directly by its Board of Directors as and when required.

4. Stakeholders' Relationship Committee:

The Committee met one time during the financial year 2021-22 viz. onJanuary 28 2022. As of the date of this report the Committee comprises of Mr. SahilVachani (Chairman) Mr. Dinesh Kumar Mittal Mr. Mohit Talwar and Mr. MitsuruYasuda.

5. Risk Management Committee:

As of the date of this report the Committee comprises Mr. Aman Mehta(Chairman) Mr. Dinesh Kumar Mittal Mrs. Naina Lal Kidwai Mr. Jai Arya Mr. Mohit Talwarand Mr. Mitsuru Yasuda. This Committee met twice during the year under review on June 072021 and November 09 2021.

6. Independent Directors:

The Board of Directors includes 6 Independent Directors as of March 312022 viz. Mr. Aman Mehta Mr. Dinesh Kumar Mittal Mrs. Naina Lal Kidwai Mr. JaiArya Sir Charles Richard Vernon Stagg and Mr. K. Narasimha Murthy.

The Independent Directors had separate meetings on June 7 2021 and onMay 10 2022. 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 theviews of Executive Directors and non-executive Directors; and

c) Assess the quality quantity and timeliness of the flow of information between theCompany management and the Board that is necessary for the Board to perform their dutieseffectively and reasonably.

Performance Evaluation of the Board

As per the requirements of the Act and SEBI LODR Regulations a formalAnnual Evaluation process has been carried out for evaluating the performance of theBoard the Committees of the Board and the Individual Directors including Chairperson.

The Board of Directors has evaluated the performance of IndependentDirectors during the year 2021-22 and opined that the integrity expertise and experience(including prociency) of the Independent Directors are satisfactory.

The performance evaluation was carried out by obtaining feedback fromall Directors through a confidential online survey mechanism through Diligent Boards asecured electronic medium through which the Company interfaces with its Directors. Theoutcome of this performance evaluation was placed before the meetings of the Nominationand Remuneration Committee and Independent Directors and the Board meeting for theconsideration of the members.

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

Human Resources

Your Company is primarily engaged in growing and nurturing businessinvestment as a holding company in the business of life insurance and providing managementadvisory services to group companies. The remuneration of employees is competitive withthe market and rewards high performers across levels. The remuneration to Directors KeyManagerial Personnel and Senior Management is a balance between fixed incentive pay anda long-term equity program based on the performance objectives appropriate to the workingof the Company and its goals and is reviewed periodically and approved by the Nominationand 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) Rules2014 are attached to this report as Annexure - 3A and Annexure - 3B.

As of March 31 2022 there were 12 (Twelve) employees on the rolls ofthe 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 andRemuneration Committee had approved a policy on Directors' appointment andremuneration. The said policy includes terms of appointment criteria for determiningqualifications performance evaluation and other matters. Copy of the same is available onthe website of the Company at https://www.maxfinancialservices.com/wp-content/uploads/2022/07/Annual-Report-Doc-2021-22.zip

Corporate Social Responsibility ("CSR")

The Company is not required to constitute a CSR Committee under section135 of the Act and a copy of the duly adopted CSR policy is available on the website ofthe Company at https://www.maxfinancialservices.com/wp-content/uploads/2022/07/Annual-Report-Doc-2021-22.zip

The CSR Policy comprises a Vision and Mission Statement philosophy andobjectives. It also explains the governance structure along with clarity on roles andresponsibilities.

In terms of Section 135 of the Act read with Companies (CorporateSocial Responsibility Policy) Rules 2014 all Companies meeting the prescribed thresholdcriteria i.e. the net worth of ` 500 crore or more or a turnover of ` 1000 crore ormore or net profits of ` 5 crore or more during the immediately preceding financial yearare required to spend at least 2% of the average net profits of the Company for theimmediately preceding three financial years.

As per rule 2(h) of the Companies (Corporate Social ResponsibilityPolicy) Rules 2014 any dividend received from other companies in India which are alreadycovered and complying with the provisions of the CSR shall not be included for thepurposes of computation of ‘net profits' for a company.

As Max Life from whom the Company has been receiving dividends fromtime to time discharged its CSR responsibilities for the financial year 2021-22 thedividend income received by the Company will be excluded for the purposes of computationof its ‘net profits'. After excluding the dividend income received from MaxLife the Company does not have net profits computed as per the CSR Rules. Therefore theCompany is not mandatorily required to spend on Corporate Social Responsibility for thefinancial year 2021-22 and therefore the requirement for submission of the CorporateSocial Responsibility Report pursuant to Clause (o) of Sub-Section (3) of Section 134 ofthe Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules 2014 is notapplicable on the Company. However the Company has voluntarily made certain donations.

Business Responsibility Report

In terms of Clause 34(2)(f) of SEBI LODR Regulations a

Business Responsibility Report on various initiatives taken by theCompany is enclosed in this report as Annexure - 4. In addition to the statutorydisclosures made in the said Annexure the significant ESG initiatives taken by theCompany and its subsidiary Max Life are available athttps://www.maxfinancialservices.com/wp-content/uploads/2022/07/Annual-Report-Doc-2021-22.zip

Policy for Prevention of Sexual Harassment

Your Company has a requisite policy for Prevention of SexualHarassment which is available on the website of the Company atwww.maxfinancialservices.com/ shareholder-information. The comprehensive policy ensuresgender equality and the right to work with dignity to all employees (permanentcontractual temporary and trainees) of the Company. Your company has complied withprovisions relating to the constitution of the Internal Complaints Committee under theSexual 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 companypursuant to the provisions of Section 186 of the Act are provided in Note no. 30 to thestandalone financial statements of the Company for the FY 2021-22.

Management Discussion & Analysis

In terms of Regulation 34 of SEBI LODR Regulations a review of theperformance of the Company including those of your Company's subsidiary is providedin the Management Discussion & Analysis section which forms part of this AnnualReport.

Report on Corporate Governance

The Company has complied with all the mandatory requirements ofCorporate Governance specified by the Securities and Exchange Board of India through PartC of Schedule V of LODR Regulations. As required by the said Clause a separate report onCorporate Governance forms part of the Annual Report of the Company.

A certificate from M/s Chandrasekaran Associates Practicing CompanySecretaries regarding compliance with the conditions of Corporate Governance pursuant toPart E of Schedule V of SEBI LODR Regulations is Annexed to this Report as Annexure– 5. Further a certificate from the Managing Director and Chief FinancialOfficer on compliance with Part B of Schedule II of SEBI LODR Regulations forms part ofthe Corporate Governance Report.

Copies of various policies adopted by the Company are available on thewebsite of the Company at www.maxfinancialservices.com

Statutory Auditors and Auditors' Report

Pursuant to Sections 139 & 142 of the Act M/s Deloitte Haskins andSells LLP Chartered Accountants (Firm Registration Number: 117366W/W-100018) wereappointed as the Statutory Auditors of the Company at the 32nd Annual GeneralMeeting ("AGM") held on December 30 2020 for a period of five years. Theycontinue as the Statutory Auditors of the Company.

There are no audit qualifications reservations disclaimers or adverseremarks or reporting of fraud in the Statutory Auditors Report given by M/s DeloitteHaskins and Sells LLP Statutory Auditors of the Company for the financial year 2021-22annexed in this Annual Report.

Secretarial Auditors and Secretarial Audit Report

Pursuant to Section 204 of the Act your Company had appointed M/sChandrasekaran Associates practicing Company Secretaries New Delhi as its SecretarialAuditors to conduct the secretarial audit of the Company for the FY 2021-22. The Companyprovided all assistance and facilities to the Secretarial Auditor for conducting theiraudit. The Report of Secretarial Auditor for the FY 2021-22 is annexed to this report as Annexure- 6.

There are no audit qualifications reservations disclaimers or adverseremarks in the said Secretarial Audit Report.

Your Company complies with the applicable Secretarial Standards issuedby the Institute of Company Secretaries of India and notified by the Ministry of CorporateAffairs.

Further Max Life Insurance Company Limited the material subsidiary ofthe Company has undergone Secretarial Audit for the year ended March 31 2022. TheSecretarial Audit Report issued by M/s Chandrasekaran Associates Practicing CompanySecretaries New Delhi is enclosed as Annexure-7. The said report isself-explanatory and does not contain any qualifications reservations adverse remarksor disclaimers.

Internal Auditors

The Company follows a robust Internal Audit process and audits areconducted on a regular basis throughout the year as per the agreed audit plan. Duringthe year under review M/s MGC Global Risk Advisory LLP were re-appointed as InternalAuditors for conducting the Internal Audit of key functions and assessment of InternalFinancial Controls etc.

Internal Financial Controls

The Company has in place adequate internal financial controls withreference to financial statements. During the year such controls were tested and noreportable material weaknesses in the design or operation were observed. The Managementhas reviewed the existence of various risk-based controls in the Company and also testedthe key controls towards the assurance of compliance for the present fiscal.

In the opinion of the Board the existing internal control framework isadequate and commensurate with the size and nature of the business of the Company.Further the testing of the adequacy of internal financial controls over financialreporting has also been carried out independently by the Statutory Auditors as mandatedunder the provisions of the Act.

During the year under review there were no instances of fraud reportedby the auditors to the Audit Committee or the Board of Directors.

Risk Management

Your Company considers that risk is an integral part of its businessand therefore it takes proper steps to manage all risks in a proactive and efficientmanner. The Board has formed a Risk Management Committee to identify the risks impactingthe business and formulate strategies/policies aimed at risk mitigation as part of riskmanagement. Further a core team of senior management has also been formed to identify andassess key risks risk appetite tolerance levels and formulate strategies for mitigationof risks identified in consultation with process owners.

The Company has adopted a Risk Management policy whereby risks arebroadly categorized into Strategic Operational Compliance and Financial & ReportingRisks. The Policy outlines the parameters of identification assessment monitoring andmitigation of various risks which are key to the business performance.

There are no risks which in the opinion of the Board threaten thevery existence of your Company. However some of the challenges/risks faced by itssubsidiary have been dealt with in detail in the Management Discussion and Analysissection forming part of this Annual Report.

Vigil Mechanism

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

The said Policy covering all employees Directors and other personshaving association with the Company is hosted on the Company's website athttps://www.maxfinancialservices.com/wp-content/uploads/2022/07/Annual-Report-Doc-2021-22.zip

A brief note on Vigil Mechanism/Whistle Blower Policy is also providedin 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 bythe Central Government under Section 148(1) of the Act.

Public Deposits

During the year under review the Company has not accepted or renewedany deposits from the public.

Compliance with Secretarial Standards

Pursuant to the provisions of Section 118 of the Act the Company hascomplied with the applicable provisions of the Secretarial Standards issued by theInstitute of Company Secretaries of India.

Details of the application made or any proceeding pending under theInsolvency and Bankruptcy Code 2016

During the period under review no application was made by or againstthe company and accordingly no proceeding is pending under the Insolvency and BankruptcyCode 2016.

Contracts or Arrangements with Related Parties

All transactions entered by the Company during the financial year withrelated parties were in the ordinary course of business and on an arm's length basisexcept an ongoing transaction with Max Life Insurance Company Limited for allowing usageof trademarks without any consideration for which approval has already been obtained fromshareholders of the Company in 2016 for the said transaction.

There is no material contract or arrangement in terms of SEBI LODRRegulations 2015 for the year under review. Form AOC-2 furnishing particulars ofcontracts or arrangements entered by the Company with related parties referred in Section188(1) of the Companies Act 2013 is annexed to this report as Annexure - 8.

The details of all the Related Party Transactions form part of Note no.29 to the standalone financial statements attached to this Annual Report.

The Policy on materiality of related party transactions and dealingwith related party transactions as approved by the Board may be accessed on theCompany's website at https://www.maxfinancialservices.com/wp-content/uploads/2022/07/Annual-Report-Doc-2021-22.zip

Particulars of Conservation of Energy Technology Absorption andForeign Exchange Earnings & Outgo

The information on conservation of energy technology absorption andforeign exchange earnings & outgo as stipulated under Section 134(3)(m) of the Actread with Companies (Accounts) Rules 2014 is as follows:

a) Conservation of Energy

(i) the steps are taken or impact of the conservation of energy:Regular efforts are made to conserve the energy through various means such as the use oflow energy-consuming lighting etc.

(ii) the steps taken by the Company for using alternate sources ofenergy: Since your Company is not an energy-intensive unit utilization of alternatesources 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 thereforethere is no specific information to be furnished in this regard.

There was no expenditure incurred on Research and Development duringthe 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 ` 536.49

Annual Return

The Annual Return as of March 31 2022 under Section 92(3) of the Actread with Companies (Management and Administration) Rules 2014 can be accessed at thewebsite of the Company at https://www.maxfinancialservices.com/wp-content/uploads/2022/07/Annual-Return-Max-Financial.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 hadbeen followed along with proper explanation relating to material departures if any;

b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

Significant and material orders passed by the regulators or courts ortribunals

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

Transfer of Unclaimed Dividend and Shares to the Investor Education andProtection Fund

The Company had paid a Final Dividend in FY 2013-14 and an InterimDividend in FY 2014-15 and the unpaid dividend were transferred to two separate bankaccount in the same year for the aforesaid two dividends. After completion of Seven yearsthe unpaid amounts still lying in the said accounts were transferred to the InvestorEducation and Protection Fund along with respective shares on which such dividendremained unpaid.

Unclaimed Shares

Regulation 39(4) of the SEBI LODR Regulations inter alia requires everylisted company to comply with a certain procedure in respect of shares issued by it inphysical form pursuant to a public issue or any other issue and which remained unclaimedfor any reason whatsoever.

The face value of the shares of the Company was split from ` 10/- eachto ` 2/- each in the year 2007. Certain share certificates were returned undelivered andwere lying unclaimed. The Company had sent necessary reminders to concerned shareholdersand subsequently such shares were transferred to the Unclaimed Suspense Account.

The voting rights on the equity shares lying in the said UnclaimedSuspense Account shall remain frozen till the rightful owner claims such shares. Furtherall 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 SuspenseAccount.

The concerned shareholder(s) are requested to write to the Registrarand Share Transfer Agent to claim the said equity shares. On receipt of such claimadditional documents may be called for and subject to its receipt and verification thesaid shares lying in the said Unclaimed Suspense Account shall be transferred to thedepository account provided by the concerned shareholder(s) or the physical sharecertificate shall be delivered to the registered address of the concerned shareholder(s).

The details of Equity Shares held in the Unclaimed Suspense Account areas follows:

S. No. Particulars No. of Shareholders No. of Equity Shares
1. The Aggregate number of share- holders and the outstanding shares originally lying in the Unclaimed Suspense Account (as at beginning of the financial year i.e. April 1 2021) 388 95705
2. Number of share- holders who approached listed entity for transfer of shares from the Unclaimed Suspense Account during the year *84 16835
3. Number of share- holders to whom shares were transferred from the Unclaimed Suspense Account during the year *84 16835
4. The aggregate number of share- holders and the outstanding shares in the Sus- pense Account (as at end of the financial year i.e. March 31 2022) 304 78870

*This includes 16235 equity shares comprising 81 shareholders whichwere transferred to the Investor Education and Protection Fund

Till the date of this report the Company had approved 1899 such claimsfrom shareholders for 396440 shares for transfer of the shareholding back to theshareholders from the Unclaimed Suspense Account in Demat form.

Cautionary Statement

Statements in this Report particularly those which relate toManagement Discussion and Analysis describing the Company's/subsidiary'sobjectives projections estimates and expectations may constitute "forward-lookingstatements" within the meaning of applicable laws and regulations. Actual resultsmight differ materially from those either expressed or implied in the statement dependingon the circumstances.

Acknowledgments

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

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