Max India Share Price Max India
|Chairman & Non Executive Dir.||Analjit Singh|
|Independent Director||Ashok Brijmohan Kacker|
|Managing Director||MOHIT TALWAR|
|Director||TARA SINGH VACHANI|
|Independent Director||K Narasimha Murthy|
|Addtnl Independent Director||SHARMILA MANSUR ALI TAGORE|
Max India Limited (formerly Taurus Ventures Limited) was incorporated in the year January 01, 2015 as a result of the demerger of the erstwhile Max India Limited (now renamed as Max Financial Services Limited or MFSL). The Company, a multi business corporate, is a part of the $3 billion Max Group. The Company operates in the Health & Allied Services space through Max Healthcare Institute Limited (MHC), Max Bupa Health Insurance Company Limited (MBHI), Antara Senior Living Limited and Max SkillFirst Limited.. As of March 31, 2019, the Company had 10 subsidiaries and 1 Associate Company, out of which 7 Subsidiary Companies are direct Subsidiaries. As per the requirement of the said Composite Scheme of Arrangement, the Company had issued and allotted a total of 266,983,999 equity shares on May 14, 2016, in the ratio of 1 equity share of Rs. 2 each fully paid up of the Company for every 1 equity share of Rs. 2 each fully paid up, held by the shareholders in MFSL on January 28, 2016 (record date) and the initial issued, subscribed and paid up share capital of Rs. 500,000/- which was subscribed by the MFSL and its nominees was cancelled, in terms of the Composite Scheme of Arrangement.During the year 2016, the Company was re-named as MAX INDIA LIMITED and a fresh Certificate of Incorporation was issued by the Registrar of Companies, Chandigarh, subsequent to change of its name on February 12, 2016, under the Composite Scheme of Arrangement and the Companies Act, 2013.Post the Composite Scheme of Arrangement becoming effective, the Company applied for Listing of its shares on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) and received Listing Approvals from NSE and BSE on July 11, 2016. The equity shares of the Company are traded on NSE (Symbol MAX INDIA) and BSE (Scrip Code Rs 539981) effective from July 14, 2016. The Board of Directors of the Company, on August 8, 2016, approved a Composite Scheme of Amalgamation and Arrangement amongst the Company, Max Life Insurance Company Limited (Max Life), HDFC Standard Life Insurance Company Limited (HDFC Life) and Max Financial Services Limited (MFSL), and their respective shareholders and creditors, which inter alia provides for: (a) Amalgamation of Max Life into and with MFSL and the issuance of Equity Shares by MFSL to the shareholders of Max Life (excluding MFSL itself), based on the share exchange ratio of 1 share of face value of Rs. 2/- each of MFSL for every approx 5 shares of face value of Rs. 10/- each held in Max Life, on a Record Date to be specified for this purpose in accordance with the Scheme;(b) Demerger of the undertaking pertaining to the Life Insurance Business of Max Life arising from the amalgamation referred to in sub-clause (a), into HDFC Life and the issuance of Equity Shares by HDFC Life to the shareholders of MFSL (including the shareholders to whom shares allotted pursuant to (a) above) based on the share entitlement ratio of approx 7 shares of face value of Rs. 10/- each of HDFC Life for every 3 shares of face value of Rs. 2/- each held in MFSL, on a Record Date to be specified for this purpose in accordance with the Scheme; and(c) Amalgamation of MFSL which remains after the demerger referred to sub-clause (b) into and with the Company and the issuance of Equity Shares by the Company to the shareholders of MFSL (including the shareholders to whom shares allotted pursuant to (a) above), based on the share exchange ratio of 1 share of face value of Rs. 2/- each of the Company for every 500 shares of face value of Rs. 2/- each held in MFSL, on a Record Date to be specified for this purpose in accordance with the Scheme. The implementation of the Scheme is subject to the receipt of all necessary corporate, third party and regulatory approvals (including approvals from the Insurance Regulatory Development Authority of India and the Competition Commission of India).In FY 2015-16, Max Healthcare acquired two major hospitals in the Delhi-NCR region - Pushpanjali Crosslay Hospital and Saket City Hospital (SCH). With these additions, MHC now has an existing capacity of 2600 beds across 14 hospitals.During the year 2018, the Company made further investments of Rs. 99.5 crore in Antara Senior Living Limited by subscribing to 99,50,000 Compulsory Convertible Preference Shares (CCPS) of Rs.100/- each.During the year 2018, the Company acquired 2,01,49,399 equity shares of Rs. 10/- each held by International Finance Corporation, (IFC) USA in Max Healthcare Institute Limited (representing 3.75% equity stake in Max Healthcare) for a consideration of Rs. 105/- per equity share for an aggregate consideration of Rs. 211.57 crores.In March 2018, the Company had 9 subsidiaries and 1 Associate Company, out of which 6 Subsidiary Companies are direct Subsidiaries. Further, the Company owns 100% of the share capital in residual 3 subsidiaries, on a pass through basis.On December 24, 2018, the Company announced that KKR-Radiant Life Care will acquire a majority stake in MHC by purchasing MHCs JV partner, Life Healthcares, stake and subsequently merging Radiant with MHC. The combination of Radiant and MHC will create the largest hospital network in North India. The transaction will result in the demerger of Max India into two listed companies, one created by the merger of MHC and Radiant and the other demerged entity, currently named Advaita, which will own the Senior Living Business. On February 26, 2019, the Board of Max India approved the sale of its 51% stake in MBHI to the leading private equity firm True North. The transaction will lead to a cash inflow of more than Rs. 500 crore for Max India. The Company intends to utilise the proceeds to invest in both existing and new business opportunities, while also offering an exit opportunity to uninterested shareholders through a capital reduction process, subject to regulatory approvals.Effective April 1, 2019, Mr. Rahul Khosla, who joined the Max Group in August 2011, transitioned from his role as the Max Group President to a non-executive position. As a part of the transition, Mr. Analjit Singh, Founder and Chairman of the Max Group, took on the position of the Chairman of Max India, previously held by Mr. Khosla, who will also demit his role as Chairman, MHC once regulatory approvals for the transaction with KKR-Radiant are received. This position will then be filled by KKR-Radiant.During the year 2019, the Company incorporated a Wholly-owned Subsidiary namely Advaita Allied Health Services Limited.The Company allotted 19,384,584 Convertible Warrants to a promoter entity on June 20, 2017 at an issue price of Rs. 154.76 per warrant, upon receipt Rs. 75 crores, being 25% of the upfront warrant Subscription Amount. Each warrant was convertible into 1 equity share in terms of applicable SEBI guideline at any time before expiry of 18 months from the date of allotment i.e. on or before December 19, 2018. In-view of uncertain market situations and more particularly, as the share price of the Company was quoting substantially below the conversion price, the Promoter group decided not to opt for conversion of aforesaid warrants. Therefore, pursuant to applicable SEBI guidelines, the Board of directors of the Company on December 17, 2018, took note of cancellation of aforesaid warrants and forfeiture of upfront warrant Subscription Amount of Rs.75 Crore paid earlier by the Promoter entity on such warrants.During the year 2019, the Company made further investments of Rs. 38.45 crore in Antara Senior Living Limited by subscribing to 38,45,000 Compulsory Convertible Preference Shares (CCPS) of Rs.100/- each and Rs. 28.50 crore in Max Bupa Health Insurance Company Limited by subscribing to 2,80,50,000 equity shares of Rs. 10/- each.The Board of Directors of the Company, at its meeting held on December 24, 2018, approved a composite scheme of amalgamation and arrangement amongst Max India Limited, Max Healthcare Institute Limited, Radiant Life Care Private Limited and a wholly owned subsidiary (WOS) of the Company to be incorporated for this purpose and their respective shareholders and creditors.After incorporation of NewCo namely Advaita Allied Health Services Limited, the said scheme was revised and approved by the Board of directors of the Company on March 1, 2019, to inter-alia, include the details of Advaita in it. The Scheme inter alia, provides for: (a) Demerger of the activity of making, holding and nurturing investments in allied health and associated activities, inter alia comprising of underlying investments of the Company in Max Bupa Health Insurance Co Limited and Antara Senior Living Limited, along with corporate management services (collectively known as Demerged Undertaking 1) from the Company into Advaita. The shareholders of the Company as on record date shall be issued 1 Equity share of Rs. 10/- each of Advaita for every 5 equity shares of Rs.2/- each held in the Company. The shares of Advaita shall be listed on the stock exchanges post effectiveness of the Scheme;(b) Demerger of healthcare business of Radiant Life (Demerged Undertaking 2) into Max Healthcare, pursuant to which shareholders of Radiant Life as on record date (to be specified subsequently) shall be issued 9074 equity shares of Max Healthcare of Rs. 10/- each, for every 10 equity shares, of Rs. 10/- each held in Radiant Life; and(c) Amalgamation of residual Max India (post demerger of the Demerged Undertaking 1), which comprises of healthcare activities (including its underlying investment in Max Healthcare) with Max Healthcare. The shareholders of the Company as on record date (to be specified subsequently) shall be issued 99 equity shares of Rs.10/- each of Max Healthcare for every 100 equity shares of Rs.2/- each held in Max India. The shares of Max Healthcare shall be listed on stock exchanges post effectiveness of the Scheme.The aforesaid scheme has been contemplated to consolidate the healthcare business activities carried on by Radiant Life and Max Healthcare and thereby, creating a standalone listed entity, which will exclusively be engaged in healthcare activities. The scheme shall also lead to unlock maximum value for the shareholders of Max India and therefore, ensure standalone focus on the allied health and associated activities of Max India, which will be demerged into a separate company namely Advaita, to be listed on the Stock Exchanges.The Scheme is subject to the receipt of requisite approvals from the statutory authorities including Security and Exchange Board India (SEBI), Stock Exchanges (NSE and BSE), Competition Commission of India (CCI), the Insurance Regulatory and Development Authority of India (IRDAI), the National Company Law Tribunal (NCLT), and respective shareholders and creditors of parties to the Scheme.Arising from the Scheme of Amalgamation and Arrangement referred above and further, in order to exercise better administrative control, the Board of Directors of the Company in its meeting held on December 24, 2018 has recommended the proposal for shifting of the Registered Office of the Company from the State of Punjab to Mumbai, State of Maharashtra. In terms of the provisions of Section 12, 13, 110 and other applicable provisions of the Act and the Rules made thereunder, the aforesaid proposal of shifting of registered office has been approved by the members of the Company with requisite majority through Postal Ballot/ e-voting on February 11, 2019.The Board of Directors in their meeting held on February 26, 2019, had approved a proposal relating to divestment of entire shareholding of the Company held in its material subsidiary viz. Max Bupa Health Insurance Company Limited (equivalent to 51% of Max Bupas total issued and paid-up share capital) to True North Fund VI LLP and / or any of its affiliates (Proposed Transaction), subject to the receipt of requisite approvals including the approval of the Insurance Regulatory and Development Authority of India (IRDAI) and Shareholders of the Company.