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Max India Ltd.

BSE: 543223 Sector: Others
NSE: MAXIND ISIN Code: INE0CG601016
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OPEN 84.00
PREVIOUS CLOSE 84.95
VOLUME 398
52-Week high 96.20
52-Week low 66.70
P/E 46.54
Mkt Cap.(Rs cr) 364
Buy Price 84.75
Buy Qty 1.00
Sell Price 84.95
Sell Qty 65.00
OPEN 84.00
CLOSE 84.95
VOLUME 398
52-Week high 96.20
52-Week low 66.70
P/E 46.54
Mkt Cap.(Rs cr) 364
Buy Price 84.75
Buy Qty 1.00
Sell Price 84.95
Sell Qty 65.00

Max India Ltd. (MAXIND) - Director Report

Company director report

Dear Members

Your Directors have the pleasure in presenting the 3rdBoard?s Report of Max India Limited (formerly ‘Advaita Health ServicesLimited?) (‘the Company?) along with the Audited Financial Statements forthe financial year ended March 31 2022.

Financial Performance

The financial performance of your Company for the financial year endedMarch 31 2022 is summarized below:

(Rs. in Crore)

Standalone Consolidated
FY2022 FY2021 FY2022 FY2021
Revenue from operations 32.6 33.7 229.9 120.9
Other income 1.3 5.5 7.5 8.7
Total income 33.9 39.2 237.4 129.6
Expenses
Employee benefits expense 9.8 9.5 57.8 88.4
Cost of raw material and components consumed - - 4.5 1.4
(Increase)/decrease in inventories of finished goods and work in progress - - 119.2 12.5
Other expenses 14.1 16.4 49.6 47.2
Total expenses 23.9 25.9 231.1 149.6
EBITDA 10.0 13.3 6.3 (20.0)
Depreciation and amortisation expense 2.2 2.7 9.0 10.4
Finance costs 0.2 0.2 10.3 24.4
Profit/(Loss) before exceptional item share of loss in joint ventures and tax 7.6 10.4 (13.0) (54.8)
Share of loss of joint ventures - - (1.9) (0.8)
Exceptional item - (13.0) (5.1) (8.3)
Profit/(Loss) before tax 7.6 (2.6) (20.0) (63.8)
Tax expense 1.3 (11.2) (1.9) (10.7)
Profit/(Loss) after tax 6.3 8.6 (18.1) (53.1)
Other comprehensive income 0.2 0.2 0.6 0.7
Total comprehensive income/(Loss) 6.5 8.8 (17.5) (52.5)

Operations and Business Performance

Kindly refer to the Management Discussion & Analysis which formspart of this report.

Business Operations

Your Company is having investments in various subsidiaries and JointVenture Companies and is primarily engaged in growing and nurturing these businessinvestments and providing shared services to various group Companies. During the yearunder review there is no change in the nature of business of the Company.

The substantial source of income of the Company for the year underreview inter-alia comprised of Treasury Income Income from functional support servicesand Rental income from leasing out of space owned by the Company.

In terms of Section 45-IA of the Reserve Bank of India Act 1934read with RBI Press Release no. 1998-99/1269 dated April 8 1999 a Company whose morethan 50% of its total assets (netted off by intangible assets) are financial assets andmore than 50% of total income is from financial assets as at the last audited balancesheet referred to as the Principal Business Criteria ("PBC") is to be treatedas a Non-Banking Finance Company (NBFC) and hence is required to obtain registration as aNBFC under section 45-IA.

Basis the audited financial statements of the Company for the financialyear ended March 31 2021 the financial assets and financial income of the Company weremore than 50% of the total assets and total income respectively. However since theCompany did not have any NBFC activities and also did not intend to pursue the same theCompany had sought exemption from RBI for registration as a NBFC in September 2021.Further on a quarterly basis the Company had furnished information to RBI evidencingthat the Company does not meet the PBC. RBI vide a letter dated April 18 2022 hadadvised that if the Company meets the PBC as mentioned above in the FY 2021-22 orin the ensuing years it shall immediately approach RBI with a formal application forregistration as an NBFC.

Basis the audited financial results of the FY 2021-22 the Company isnot meeting the PBC and thus is not required to obtain any registration as an NBFC.

Subsidiaries Associates and Joint Ventures

As on March 31 2022 your Company has 6 (six) Subsidiary Companies and2 (two) Joint Ventures Companies as detailed below:

Subsidiaries

a) Antara Senior Living Limited ("ASL") inter alia engagedin the business of developing vibrant residential communities for seniors that offer"Lifestyle with Lifecare".

b) Antara Purukul Senior Living Limited (wholly owned subsidiary ofASL) inter alia engaged in the business of owning developing operating establishingvibrant residential senior living communities that offer "Lifestyle withLifecare".

c) Antara Assisted Care Services Limited (formerly known as Antara CareHomes Limited) ("AACSL") a wholly owned subsidiary company inter alia engagedin the business of creating care homes and memory care homes to address the need forassistance for daily living/specialized care/memory care in seniors and also to providesame care services at home based on customer needs and preferences. AACSL also providesMedCare Products on sale or rental basis.

d) Max Skill First Limited ("Max Skill") a wholly ownedsubsidiary of the Company had discontinued its operations completely during the year underreview. Presently Max Skill has not been engaged in any business activity.

e) Max Ateev Limited ("Max Ateev") has not been engaged inany business activity. However it currently holds 20% of the equity shares of Forum IAviation Private Limited.

f) Max UK Limited a wholly owned subsidiary Company is engaged in thebusiness of providing business and administrative support services to offcials of variousgroup companies of the Company being the parent company at United Kingdom.

Joint Ventures

g) Forum I Aviation Private Limited (held through Max Ateev) primarilyoperates in the aviation sector and owns two aircrafts.

h) Contend Builders Private Limited (held through ASL) primarilyengaged in the development of Senior Living community in Noida.

A report on the performance and financial position of Subsidiaries andJoint Ventures included in the consolidated financial statements presented in FormAOC–1 is attached to this report as Annexure - 1 as per Rule 8(1) of theCompanies (Accounts) Rules 2014.

Further a detailed update on the business operations of yourCompany?s key operating subsidiaries is furnished as part of the ManagementDiscussion and Analysis section which forms part of the Annual Report.

As provided in Section 136 of the Companies Act 2013 ("theAct") the financial statements and other documents of the subsidiary companies arenot being attached with the financial statements of the Company. The complete set offinancial statements including financial statements of the subsidiary of the Company isavailable on our website at www.maxindia.com.

Material Unlisted Subsidiary

In terms of the provisions of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") yourCompany has a policy for determining ‘Material Subsidiary? and the said policyis available on the Company?s website athttps://www.maxindia.com/wp-content/uploads/2021/08/Corporate-Policies-Max-India.zip

Basis the Audited Financials as of March 31 2021 your Company hadthree material subsidiaries viz. Antara Senior Living Limited Antara Purukul SeniorCare Limited and Max Skill First Limited during the year the year under review.

However basis the Audited Financials as of March 31 2022 Max SkillFirst Limited ceased to be a material subsidiary Company and continue as a wholly ownedsubsidiary Company.

Dividend

The year under review was the third financial year of theCompany?s operations. Considering the future business plans of the Company the Boardof Directors did not recommend any dividend for FY 2021-22 on the Equity Share Capital ofthe Company.

The Company had voluntarily adopted the Dividend Distribution Policyin terms of regulation 43A of the SEBI Listing Regulations and the same can be accessedusing the link viz. https://www.maxindia.com/wp-content/uploads/2021/08/Corporate-Policies-Max-India.zip

Transfer to General Reserves

The Company had not transferred any amount to general reserves duringthe year under review.

Share Capital

The Authorized Share Capital of the Company as on March 31 2022 wasRs. 600500000/- (Rupees sixty crore five Lakhs only) comprising of 60050000 equityshares of Rs. 10/- each.

The Paid-up Share Capital of the Company as on March 31 2022 was Rs.537862610/- (Rupees Fifty three crore seventy eight Lakhs sixty two thousand and sixhundred ten only) comprising of 53786261 equity shares of Rs. 10 each.

There is no change in the Authorised and Paid-up Share Capital of theCompany during the year under review.

Employee Stock Option Plan

Your Company has an employee stock option plan viz. ‘Max IndiaLimited - Employee Stock Option Plan 2020? (‘the ESOP Plan?) which wasapproved by shareholders of the Company by passing special resolution through PostalBallot on December 28 2020.

The ESOP Plan provides for grant of stock options aggregating not more2689313 (Twenty Six Lakhs Eighty Nine Thousand Three Hundred and Thirteen) employeestock options to or for the benefit of such person(s) who are the permanent employees ofthe Company and/or its subsidiary Companies of the Company. The ESOP Plan is administeredby the Nomination and Remuneration Committee constituted by the Board of Directors of theCompany.

There is no change in the ESOP plan during the financial year underreview. The ESOP plan is in compliance with the SEBI Regulations.

During the year under review your Company granted 1571049 stockoptions to the eligible employees of the Company and its subsidiaries. A statement settingout the details of options granted upto March 31 2022 and other disclosures as requiredunder Securities and Exchange Board of India (Share Based Employee Benefits and SweatEquity) Regulations 2021 and Rule 12(9) of Companies (Share Capital & Debentures)Rules 2014 for the year ended March 31 2022 is enclosed as ‘Annexure - 2? tothis report.

A certificate confirming that the ESOP Plan of the Company has beenimplemented in accordance with the applicable SEBI Regulations and the resolutions passedby the Members in this regard shall be placed before the members at the ensuing AnnualGeneral Meeting.

Updates on Scheme of Reduction of Capital

The Board of Directors of the Company at its meeting held on September15 2020 approved a Scheme of Reduction of Capital between the Company and itsshareholders (under section 66 of the Companies Act 2013) providing for cancellation of amaximum of 10757252 Equity Shares (i.e. up to 20% of the currently issued capital) ofpar value of Rs.10/- each for a consideration of Rs.85 per share based on theEquity Shares offered by the Eligible Shareholders subject to requisite approvals of thestock exchanges shareholders of the Company Hon?ble National Company Law TribunalMumbai Bench and such other approvals as may be required in this regard.

During the year under review the Company had received observationletters from both the Stock Exchanges stating no-objections to the Company for filing ofScheme with Hon?ble NCLT.

Pursuant to the requirements of Section 66 of the Companies Act 2013the shareholders of the Company had approved the said reduction of capital on July 292021 by way of Postal Ballot Process. Further on September 7 2021 the Company filed thepetition for the sanction of the Scheme with Hon?ble NCLT Mumbai Bench. The approvalof NCLT is pending on the Scheme as of the date of this report.

Directors & Key Managerial Personnel(s)

As of the date of this report the Board of Directors of the Companycomprises of 11 (Eleven) members with 1 (One) Executive Director and 10 (Ten)Non-Executive Directors of which 7 (Seven) are Independent.

Mr. Analjit Singh Chairman of the Company is a Non-Executive andNon-Independent Promoter Director.

Dr. Ajit Singh (DIN: 02525853) and Mr. Rohit Kapoor (DIN:06529360) wereappointed as Additional Directors in capacity of Non-executive Independent Directors ofthe Company in the Board Meeting held on May 25 2022. Their appointment is subject to theapproval of shareholders in term of the provisions of the Act and Listing Regulations. Onrecommendation of Nomination and Remuneration Committee the Board of Directors recommendstheir appointment as Directors of the Company for a term of 5 years effective May 25 2022at the ensuing General Meeting. The Board of Directors have evaluated these IndependentDirectors and opined that the integrity expertise and experience (including pro ciency)of these Independent Directors is satisfactory.

Further in terms of Section 152 of the Act and the Articles ofAssociation of the Company Mr. Rajit Mehta and Mrs. Tara Singh Vachani are liable toretire by rotation at the ensuing Annual General Meeting. Both these directors beingeligible have offered themselves for re-appointment at the ensuing Annual GeneralMeeting.

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

The Board met Five times during the financial year 2021-22. The detailsof attendance of the Directors are as under:

S.No. Date Board Strength No. of Directors Present
1 June 08 2021 9 9
2 June 22 2021 9 9
3 August 122021 9 9
4 November 10 2021 9 9
5 January 25 2022 9 8

The details regarding 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.

As on the date of this Report Mr. Rajit Mehta Managing Director Mr.Sandeep Pathak Chief Financial Officer and Mr. Pankaj Chawla Company Secretary are theKey Managerial Personnel (KMP) of the Company.

Statement of Declaration by Independent Directors

In terms of Section 149(6) of the Act and Regulation 16 & 25 ofSEBI Regulations the following Seven Non- Executive Directors are categorized asIndependent Directors of the Company:

a) Mr. Ashok Kacker (DIN: 01647408);

b) Mrs. Sharmila Tagore (DIN: 00244638);

c) Mr. Pradeep Pant (DIN: 00677064);

d) Mrs. Bhawna Agarwal (DIN: 05238504);

e) Mr. Niten Malhan (DIN: 00614624)

f) Dr. Ajit Singh (DIN: 02525853) and

g) Mr. Rohit Kapoor (DIN:06529360)

The Company has received requisite declaration of independence from allthe above-mentioned Independent Directors in terms of the Act and SEBI Regulationsconfirming that they continue to meet the criteria of independence. Further in pursuanceof Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules 2014 allIndependent Directors of the Company have confirmed their registration with the IndianInstitute 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 five times during the financial year 2021-22viz. on June 08 2021 June 22 2021 August 12 2021 November 10 2021 and January 252022. The Committee as on March 31 2022 comprised of Mr. Ashok Kacker (Chairman) Mrs.Sharmila Tagore Mr. Pradeep Pant and Mrs. Tara Singh Vachani. All the recommendations bythe Audit Committee were accepted by the Board.

2. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee met three times during thefinancial year 2021-22 viz. on April 14 2021 June 22 2021 and January 25 2022. TheCommittee as on March 31 2022 comprised of Mr. Pradeep Pant (Chairman) Mrs. SharmilaTagore Mr. Ashok Kacker Mr. Analjit Singh Mr. Niten Malhan and Mrs. Tara Singh Vachani.All the recommendations by the Nomination and Remuneration Committee were accepted by theBoard.

3. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee met once during the financialyear 2021-22 viz. on January 25 2022. The Committee as on March 31 2022 comprised ofMrs. Tara Singh Vachani (Chairperson) Mr. Ashok Kacker and Mr. Mohit Talwar.

All the recommendations by the Stakeholders Relationship Committee wereaccepted by the Board.

4. Independent Directors? meeting:

The Board of Directors of the Company comprised of five IndependentDirectors as on March 31 2022 viz.

Mr. Ashok Kacker Mrs. Sharmila Tagore Mr. Pradeep Pant Mrs. BhawnaAgarwal and Mr. Niten Malhan. The Independent Directors had a separate meeting on June 222021 which was chaired by Mr. Pradeep Pant. The meeting was conducted to evaluate the:

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

(b) Performance of the Chairperson of the Company taking into accountthe views of Executive Directors and Non-Executive Directors; and

(c) Quality content and timeliness of the flow of information betweenthe Company management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

Performance Evaluation of the Board

As per the requirements of the Act and SEBI Listing Regulations aformal Annual Evaluation process has been carried out for evaluating the performance ofthe Board the Committees of the Board and the Individual Directors including Chairman.

The performance evaluation was carried out by obtaining feedback fromall Directors through a confidential online survey mechanism through Diligent a securedelectronic medium through which the Company interfaces with its Directors. The directorswere also provided an option to participate through physical mode.

The outcome of this performance evaluation was placed before theNomination and Remuneration Committee and Independent Directors? Committee and theBoard in their respective meetings for the consideration of the Board/ Committee 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

As on March 31 2022 there were sixteen employees on the rolls of theCompany. The remuneration of employees is competitive with the market and rewards highperformers across levels. The remuneration to Directors Key Managerial Personnel andSenior Management are a balance between fixed incentive pay and a long-term equityprogram based on the performance objectives appropriate to the working of the Company andits goals and is reviewed periodically and approved by the Nomination and RemunerationCommittee 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 as ‘Annexure- 3? and ‘Annexure-4? tothis report.

Nomination & Remuneration Policy

In terms of the provisions of Section 134 (3)(e) and 178 of the Actthe Board of Directors on the recommendations of the Nomination and Remuneration Committeehad approved a policy on the Director?s appointment and remuneration. The said policyincludes terms of appointment criteria for determining qualifications performanceevaluation of Directors and other matters. A copy of the same is available on the websiteof the Company at https://www.maxindia.com/wp-content/uploads/2021/08/Corporate-Policies-Max-India. zip

Loans Guarantees or Investments in Securities

The details of loans given and investments made by the company pursuantto the provisions of Section 186 of the Act are provided in Note no 39 to the standalonefinancial statements of the Company.

The details of Corporate guarantee are provided in note no. 29(B) tothe standalone financial statements of the Company.

Management Discussion & Analysis

In terms of Regulation 34 of SEBI Listing Regulations a review ofthe performance of the Company including those of operating subsidiary Companies isprovided in the

Management Discussion & Analysis section which forms part of thisAnnual Report.

Report on Corporate Governance

The Company has complied with all the mandatory requirements ofCorporate Governance applicable on it specified by the Securities and Exchange Board ofIndia through Part C of Schedule V of SEBI Listing Regulations. As required by the saidClause a separate report on Corporate Governance forms part of the Annual Report of theCompany.

A certificate from M/s Sanjay Grover & Associates PracticingCompany Secretaries regarding compliance with the conditions of CorporateGovernance pursuant to Part E of Schedule V of SEBI Listing Regulations is Annexed to theCorporate Governance reports forms part of this Annual Report. Further a certificate fromthe Managing Director and Chief Financial Officer on compliance of Part B of Schedule IIof SEBI Listing Regulations forms part of the Corporate Governance Report.

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

Business Responsibility Report

SEBI Listing Regulations as amended from time to time mandates thetop 1000 Listed Companies by market capitalisation to include Business ResponsibilityReport in their Annual Report.

Your Company does not fall under the top 1000 Listed Companies bymarket capitalization as on March 31 2021. Accordingly the requirement of submission ofthe Business Responsibility Report is not applicable on the Company.

Statutory Auditors and Auditors? Report

Pursuant to Sections 139 and other applicable provisions if any ofthe Act M/s. Ravi Rajan & Co. LLP Chartered Accountants were appointed as theStatutory Auditors of the Company at the first Annual General Meeting held on May 05 2020to hold office till the conclusion of the 3rd Annual General Meeting of the Company to beheld in this year.

In view of the above it is proposed to re-appoint M/s. Ravi Rajan& Co. LLP Chartered Accountants as Statutory Auditors of the Company for the secondterm of five years commencing from the conclusion of the ensuing AGM till the conclusionof the 8th AGM of the Company to be held in the year 2027. The Company hasreceived a certificate from M/s. Ravi Rajan & Co.

LLP Chartered Accountants to the effect that they are eligible forappointment as the Statutory Auditors of the Company in accordance with the provisions ofSection 141 of the Act.

There are no audit qualifications reservations disclaimers or adverseremarks or reporting of fraud in the Statutory Auditors Report given by M/s Ravi Rajan& Co. LLP Statutory Auditors of the Company for the financial year 2021-22 annexedin this Annual Report.

Secretarial Auditors and Secretarial Audit Report

Pursuant to Section 204 of the Act your Company appointed M/s SanjayGrover & Associates Practicing Company Secretaries New Delhi as its SecretarialAuditors to conduct the Secretarial Audit of the Company for the FY 2021-22. The Report ofSecretarial Auditor for the Financial Year ended March 31 2022 is annexed to this reportas ‘Annexure-5?.

There are no audit qualifications reservations or any adverse remarkin the said Secretarial Audit Report.

The Annual Secretarial Compliance Report of the Company pursuant toRegulation 24A of SEBI Listing Regulations read with SEBI Circular No.CIR/CFD/CMD1/27/2019 dated February 08 2019 is uploaded on the website of the Company atwww.maxindia.com

Pursuant to the requirement of Regulation 24A of SEBI ListingRegulations the Secretarial Audit Reports of three material subsidiaries Companiesnamely Antara Senior Living Limited Antara Purukul Senior Living Limited and Max SkillFirst Limited are enclosed as ‘Annexure - 6 7 and 8?.

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 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. Duringthe year such controls were tested and no reportable material weaknesses in the design oroperation were observed. The Management has reviewed the existence of various risk-basedcontrols in the Company and also tested the key controls towards assurance for compliancefor 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 adequacy of internal financial controls over financial reportinghas also been carried out independently by the Statutory Auditors as mandated under theprovisions 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.

Cost Records

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

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 time to time identify the risks impacting the business and formulatestrategies/policies aimed at risk mitigation as part of risk management. Further a coreteam comprising of senior management employees of operational subsidiary Companies hasalso been formed to identify and assess key risks risk appetite tolerance levels andformulate strategies for mitigation of risks identified in consultation with processowners.

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 keyoperating Subsidiary Companies have been dealt in detail in the Management Discussion andAnalysis section 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 Company?s Code of Conduct.

The said Policy covers all employees Directors and other personshaving association with the Company is hosted on the Company?s websitewww.maxindia.com

A brief note on Vigil Mechanism/Whistle Blower Policy is also providedin the Report on Corporate Governance which forms part of the Annual Report 2021-22.

Public Deposits

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

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 basiswhich does not fall under the scope of Section 188(1) of the Companies Act 2013.

There is no material contract or arrangement as such entered by theCompany in terms of the Act. Accordingly the disclosure of related party transactions asrequired under Section 134(3) (h) of the Act in Form AOC-2 is not applicable to theCompany for FY 2021-22 and hence does not form part of this report.

The details of all the Related Party Transactions form part of Note no.33 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.maxindia.com/wp-content/uploads/2021/08/Corporate-Policies-Max-India.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 taken or impact on conservation of energy: Regularefforts are made to conserve the energy through various means such as use of low energyconsuming lightings etc.

(ii) the steps taken by the Company for using alternate sources ofenergy: Since your Company is not an energy intensive unit utilization of alternatesource 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 Rs.2.34 Cr.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act theAnnual Return as on March 31 2022 is available at the Company?s website athttps://www.maxindia.com/ wp-content/uploads/2022/07/Annual%20Return%20-%20Max%20India.pdf

Directors? Responsibility Statement

Pursuant to the requirement under Section 134(3)(c) of the Act it ishereby confirmed that:

(a) In the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;

(b) The Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;

(c) The Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(d) The Directors had prepared the annual accounts on a going concernbasis;

(e) The Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and

(f) The Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

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.

However the Company had received an income tax demand of Rs.27 croreon account of disallowance of the loss claimed on sale of shares of Neeman MedicalInternational BV (an erstwhile wholly owned subsidiary) by erstwhile Max India Limitedduring the financial year 2014-15. The Company has filed an appeal/writ with Hon?bleHigh Court of Punjab & Haryana and is strong on merits. The matter has been stayed andpending before the Honorable court.

Unclaimed Shares

Pursuant to the Composite Scheme of Amalgamation and Arrangementamongst erstwhile Max India Limited Max Healthcare Institute Limited Radiant Life CarePrivate Limited and the Company (Composite Scheme) the Company on June 22 2020 allottednew equity shares in demat mode to the shareholders of erstwhile Max India Limited in theratio of 1 equity share of Rs.10/- each for every 5 equity shares of Rs.2/- each held inerstwhile Max India Limited. In respect of those shareholders who were holding shares inerstwhile Max India Limited in physical form as on Record Date i.e. June 15 2020 theCompany had transferred the relevant shares pertaining to these shareholders in theseparate demat account namely Max India Limited – Unclaimed Share Demat SuspenseAccount. All such shareholders of erstwhile Max India were requested to approach theRegistrar and Transfer Agent (RTA) of the Company by forwarding a request letter dulysigned by all the shareholders along with the requisite documents to enable the Company torelease the said shares to the rightful owner. In this regard four reminders have alreadybeen sent to all such shareholders till the date of this report to expedite the process ofclaiming their entitlements of shares from the Company after submitting the requisitedocuments with Registrar and Transfer Agent of the Company.

The details of such unclaimed shares forms part of the CorporateGovernance Report of the Company.

Transfer to Investor Education and Protection Fund

During the year under review the Company was not required to transferany funds to the Investor Education and Protection Fund.

Compliance with Secretarial Standards

During the year under review the Company has complied with theapplicable provisions of the Secretarial Standards issued by the Institute of CompanySecretaries of India.

Corporate Social Responsibility (CSR)

The provision under section 135 of the Act w.r.t constitution of CSRCommittee and contribution towards CSR activities are not applicable to the Company.Accordingly the requirement for submission of Corporate Social Responsibility Reportpursuant to clause (o) of Sub-Section (3) of Section 134 of the Act and Rule 9 of theCompanies (Corporate Social Responsibility) Rules 2014 is not applicable on the Company.A copy of the duly adopted CSR policy is available on the website of the Company athttps://www.maxindia.com/wp-content/ uploads/2021/08/Corporate-Policies-Max-India.zip. TheCSR Policy comprises a Vision and Mission Statement philosophy and objectives. It alsoexplains the governance structure along with clarity on roles and responsibilities.

Details of 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.

Disclosure about the receipt of commission

In terms of Section 197(14) of the Act and rules made there underduring the year under review no director has received any commission from the company orits subsidiary company thus the said provision is not applicable to your Company.

However during the year under review Mr. Rajit Mehta ManagingDirector of the Company also received the remuneration from Antara Senior Living Limitedwholly owned Subsidiary of the Company in compliance with applicable provisions of theAct.

Prevention of Sexual Harassment of Women at the workplace

Your Company has requisite policy for Prevention of Sexual Harassmentwhich is available on the website of the Company at www.maxindia.com. The comprehensivepolicy ensures gender equality and the right to work with dignity. Your company hascomplied with the provisions relating to the constitution of Internal Complaints Committee(ICC) under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

No case was reported to the Committee during the year under review.

Impact of Covid -19

The management of the Company had assessed the impact of COVID-19 onits operations as well as its audited financial results including carrying amounts oftrade receivables investments property plant and equipment investment property andother assets as on March 31 2022. In assessing the Carrying value of these assets theCompany had used internal and external sources of information upto the date of approval ofaudited financial results and based on current estimates expects the net carrying amountof these assets to be recoverable.

Your Company would continue to closely monitor any material changes tothe business and financial results due to COVID-19.

Cautionary Statement

Statements in this Report particularly those which relate toManagement Discussion and Analysis describing the Company?s objectives projectionsestimates and expectations may constitute "forward looking statements" withinthe meaning of applicable laws and regulations. Actual results might differ materiallyfrom those either expressed or implied in the statement depending on the circumstances.

Acknowledgements

Your Company?s organizational culture upholds professionalismintegrity and continuous improvement across all functions as well as efficientutilization of the Company?s resources for sustainable and profitable growth.

Your Directors wish 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. Your Directors look forward to theircontinued support in future.

On behalf of the Board of Directors
Max India Limited
Place: Surrey U.K. Analjit Singh
Date: May 25 2022 Chairman
(DIN:00029641)

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