undefined share price Directors report


Dear Members,

Your directors have the pleasure in presenting the 4th Boards Report of Max India Limited (‘the Company) along with the Audited Financial Statements for the financial year ended March 31, 2023.

Financial Performance

The Standalone and Consolidated financial performance of the Company for the financial year ended March 31, 2023, is summarized below: ( in Crore)

Standalone

Consolidated

FY 2023 FY2022 FY 2023 FY2022
Revenue from operations 32.5 32.6 201.0 229.9
Other income 0.5 1.3 12.4 7.5
Total income 33.0 33.9 213.4 237.4
Expenses
Employee benefits expense 10.0 9.8 54.3 57.8
Cost of raw material and components - - 4.5 4.5
consumed
(Increase)/decrease in inventories of - - 79.2 119.2
finished goods and work in progress
Other expenses 13.8 14.1 62.5 49.6
Total expenses 23.8 23.9 200.5 231.1
EBITDA 9.2 10.0 12.9 6.3
Depreciation and amortisation expense 2.2 2.2 8.5 7.1
Finance costs 0.2 0.2 6.2 10.3
Profit/(Loss) before exceptional item, the 6.8 7.6 (1.8) (11.1)
share of loss in joint ventures, and tax
Share of loss of joint ventures - - (1.2) (1.9)
Exceptional income/expense 4.5 - - (5.1)
Profit/(Loss) before tax 11.3 7.6 (3.0) (18.0)
Tax expense/(credit) (0.9) 1.3 7.4 (1.8)
Profit/(Loss) after tax 12.2 6.3 (10.4) (16.1)
Other comprehensive income (0.1) 0.2 0.3 0.6
Total comprehensive income/(Loss) 12.1 6.5 (10.1) (15.5)

TRANSFER TO GENERAL RESERVES

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

DIVIDEND

Considering the future business plans of the Company, the Board of Directors did not recommend any dividend for FY 2022-23, on the Equity Share Capital of the Company.

The Company does not fall under the top 1000 Listed Companies by market capitalization as on March 31, 2022. However, the Company had voluntarily adopted the Dividend Distribution Policy, in terms of regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and the same can be accessed using the link viz. https://www.maxindia.com/corporate-policies

OPERATIONS AND BUSINESS PERFORMANCE

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

BUSINESS OPERATIONS

Your Company is having investments in various subsidiaries and Joint Venture Companies and is primarily engaged in growing and nurturing these business investments and providing shared services to various group Companies. During the year under review, there is no change in the nature of business of the Company.

The substantial source of income of the Company for the year under review inter-alia comprised of Treasury Income, Income from shared services, and Rental income from leasing out of space owned by the Company.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on March 31, 2023, your Company has 6 (six) Subsidiary Companies and 2 (two) Joint Ventures Companies as detailed below:

SUBSIDIARIES a) Antara Senior Living Limited ("ASLL"), a wholly owned subsidiary company inter alia engaged in the business of developing vibrant residential communities for seniors that oer "Lifestyle with Lifecare".

b) Antara Purukul Senior Living Limited, a wholly owned subsidiary of ASLL, inter alia engaged in the business of owning, developing, operating and establishing vibrant residential senior living communities that oer "Lifestyle with Lifecare".

c) Antara Assisted Care Services Limited ("AACSL"), a wholly owned subsidiary company inter alia engaged in the business of creating care homes and memory care homes to address the need for assistance for daily living/specialized care/ memory care in seniors and also to provide same care services at home based on customer needs and preferences. AACSL also provides MedCare

Products on sale or rental basis.

d) MaxSkillFirstLimited("MaxSkill"),awhollyowned subsidiary of the Company had discontinued its operations completely during the year under review. Presently, Max Skill has not been engaged in any business activity.

e) Max Ateev Limited ("Max Ateev") has not been engaged in any business activity. However, it currently holds 20% of the equity shares of Forum I Aviation Private Limited.

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

JOINT VENTURES

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

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

A report on the performance and financial position of Subsidiaries and Joint Ventures and the contribution made by these entities, included in the consolidated financial statements, presented in Form AOC–1 is attached to this report as ‘Annexure - 1.

Further, a detailed update on the business operations of the Companys key operating subsidiaries is furnished as part of the Management Discussion and Analysis section which forms part of this Report.

As provided in Section 136 of the Companies Act, 2013 ("the Act"), the financial statements and other documents of the subsidiary companies are not attached with the financial statements of the Company. The complete set of financial statements including financial statements of the subsidiary of the Company is available on our website at https://www.maxindia.com

MATERIAL UNLISTED SUBSIDIARY

In terms of the provisions of SEBI Listing Regulations, your Company has a policy for determining ‘Material Subsidiary and the said policy is available on the Companys website at https://www.maxindia.com/ corporate-policies

Basis the Audited Financials as of March 31, 2022, your Company had two material subsidiaries, viz., Antara Senior Living Limited and Antara Purukul Senior Living Limited for the financial year ended March 31, 2023.

SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2023, was 60,05,00,000/- (Rupees sixty crore five Lakhs only) comprising of 6,00,50,000 equity shares of 10/- each. There was no change in the Authorised Share Capital of the Company during the year under review.

The Paid-up Share Capital of the Company as on March 31, 2022 was 53,78,62,610/- (Rupees Fifty three crore seventy eight Lakhs sixty two thousand and six hundred ten only) comprising of 5,37,86,261 equity shares of 10 each. The Paid-up Share Capital as on March 31, 2023, stood at 43,02,90,090/- (Rupees Forty Three Crore Two Lakhs Ninety thousand and Ninety only) comprising of 4,30,29,009 equity shares of 10 each. The paid-up share capital of the Company has been reduced through a Scheme of Reduction of Capital as detailed in the next para of the report.

UPDATES ON THE SCHEME OF REDUCTION OF CAPITAL

The Honble National Company Law Tribunal, Bench at Mumbai vide order dated June 8, 2022 (certified copy received on July 12, 2022) approved the Scheme of Reduction of Capital between the Company and its shareholders (under section 66 of the Companies Act, 2013) providing for cancellation of a maximum of 1,07,57,252 Equity Shares of par value of 10/- each, for a consideration of 85 per share, based on the Equity

Shares oered by the Eligible Shareholders (Scheme).

Eligible shareholders as of the record date i.e., July 27, 2022, were given the option to oer their shares to the Company for cancellation during the Exit Oer period from Friday, August 5, 2022 to Tuesday, August 23, 2022. During the exit Oer period, 1,86,22,675 equity shares were tendered by eligible shareholders for cancellation.

The Board of Directors of the Company on August 29, 2022, approved the cancellation of 1,07,57,252 Equity Shares in accordance with the Scheme read with Exit Option Letter. Post cancellation of 1,07,57,252 Equity Shares, the paid-up Equity Share Capital of the Company was reduced to 43,02,90,090/- comprising of 4,30,29,009 Equity Shares of 10 each fully paid-up as of this date. The consideration amount of 91,43,66,420/- was paid to the Eligible Shareholders on September 2, 2022, whose shares were accepted for cancellation. Simultaneously, the unaccepted shares (i.e., 78,65,423 equity shares) were returned to respective shareholders on the same date i.e. September 2, 2022. Post eectiveness of the Scheme of reduction of capital, the shareholding of the Promoter and Promoter group had increased from 40.89% to 51.11% of the Share capital of the Company as promoters and promoters group did not participate in the Scheme.

EMPLOYEE STOCK OPTION PLAN

Your Company has an employee stock option plan viz. ‘Max India Limited - Employee Stock Option Plan 2020 (‘the ESOP Plan) which was approved by shareholders of the Company on December 28, 2020.

The ESOP Plan provides for the grant of stock options aggregating not more than 26,89,313 (Twenty Six Lakhs Eighty Nine Thousand Three Hundred and Thirteen) employee stock options to or for the benefit of such person(s) who are the employees of the Company and/or its subsidiary Companies of the Company. The ESOP Plan is administered by the Nomination and Remuneration Committee constituted by the Board of Directors of the Company.

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

During the year under review, your Company granted 7,25,818 stock options to the eligible employees of the Company and its subsidiaries. Further, 87,148 stock options issued to one of the employees of a subsidiary company were cancelled and forfeited due to the cessation of employment of a said employee with the Subsidiary Company. Such cancelled options were made available for future grants under the ESOP plan of the Company.

The applicable disclosures as stipulated under Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 with regard to Employees Stock Option Plan of the Company are available on the website of the Company at www. maxindia.com and web link for the same is https:// www.maxindia.com/static/uploads/stakeholder/ pdface2313dd478b76c3359bbc5816ca74f.pdf

A certificate from the Secretarial Auditors of the Company certifying that the Employee Stock Option Scheme of the Company is implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and in accordance with the resolutions passed by the Shareholders of the Company, will be available for inspection during the AGM to any person having right to attend the meeting.

DIRECTORS & KEY MANAGERIAL PERSONNELS

As of the date of this report, the Board of Directors of the Company comprises 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 and Non-Independent Promoter Director.

Dr. Ajit Singh (DIN: 02525853) and Mr. Rohit Kapoor (DIN: 06529360) were appointed as Additional Directors in the capacity of Non-executive Independent Directors of the Company in the Board Meeting held on May 25, 2022. Thereafter, on the recommendation of Nomination and Remuneration Committee and the Board of directors of the Company, their appointment as Independent Directors for a term of 5 years eective May 25, 2022, was approved by the shareholders of the Company through Postal Ballot Process on August 18, 2022. The Board of Directors has evaluated these Independent Directors and opined that the integrity, expertise, and experience (including proficiency) of these Independent Directors are satisfactory.

Further, in terms of Section 152 of the Act and the Articles of Association of the Company, Mr. Mohit Talwar and Mr. Rajit Mehta are liable to retire by rotation at the ensuing Annual General Meeting. They have oered themselves for re-appointment at the ensuing Annual General Meeting.

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

The Board met 5 times during the financial year 2022-23. The details of the attendance of the Directors are as under:

S.No.

Date

Board Strength

No. of Directors Present

1 April 18, 2022 9 8
2 May 25, 2022 11 10
3 August 4, 2022 11 11
4 November 11, 2022 11 11
5 February 2, 2023 11 10

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.

As of the date of this Report, Mr. Rajit Mehta, Managing Director, Mr. Sandeep Pathak, Chief Financial Oicer, and Mr. Pankaj Chawla, Company Secretary are the Key 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 of SEBI Regulations, the following Seven Non-

Executive Directors are categorized as Independent 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 all the above-mentioned Independent Directors in terms of the Act and SEBI Regulations, confirming that they continue to meet the criteriaofindependence.Further,inpursuanceofRule6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, all Independent Directors of the Company have confirmed their registration with the Indian Institute of Corporate Aairs (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 5 times during the financial year 2022-23, viz. on April 18, 2022, May 25, 2022, August 4, 2022, November 11, 2022, and February 2, 2023. The Committee, as on March 31, 2023, comprised of Mr. Ashok Kacker (Chairman), Mrs. Sharmila Tagore, Mr. Pradeep Pant and Mrs. Tara Singh Vachani. All the recommendations by the Audit Committee were accepted by the Board.

2. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee met 3 times during the financial year 2022-23, viz. on April 18, 2022, May 25, 2022 and February

1, 2023. The Committee as on March 31, 2023 comprised of Mr. Pradeep Pant (Chairman), Mrs. Sharmila Tagore, 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 the Board.

3. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee met once during the financial year 2022-23, viz. on February

1, 2023. The Committee as on March 31, 2023, comprised of Mrs. Tara Singh Vachani (Chairperson), Mr. Ashok Kacker and Mr. Mohit Talwar.

All the recommendations by the Stakeholders Relationship Committee were accepted by the Board.

4. Independent Directors meeting:

The Board of Directors of the Company comprised of Seven Independent Directors as on March 31, 2023 viz. Mr. Ashok Kacker, Mrs. Sharmila Tagore, Mr. Pradeep Pant, Mrs. Bhawna Agarwal, Mr. Niten Malhan, Dr. Ajit Singh and Mr. Rohit Kapoor.

The Independent Directors had a separate meeting on May 25, 2022 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 account the views of Executive Directors and Non-Executive Directors; and (c) Quality, content and timeliness of the flow of information between the Company management and the Board that is necessary for the Board to eectively and reasonably perform their duties.

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 for evaluating the performance of the Board, the Committees of the Board, and the Individual Directors including Chairman.

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 a online survey mechanism through Diligent Boards, a secured electronic medium through which the Company interfaces with its Directors. The directors were also provided an option to participate through physical mode.

The outcome of this performance evaluation was placed before the Nomination and Remuneration Committee and Independent Directors Committee and the Board in their respective meetings for the consideration of the Board/Committee members.

The review concluded by airming 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

As on March 31, 2023, there were 19 employees on the rolls of the Company. 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 are 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 the Rule 5(1) and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as ‘Annexure- 2 and ‘Annexure-3 to this report.

NOMINATION & REMUNERATION POLICY

In terms of the provisions of Section 134 (3)(e) and 178 of the Act, the Board of Directors had approved a policy on the Directors appointment and remuneration. The said policy includes terms of appointment, criteria for determining qualifications, performance evaluation of Directors and other matters. A copy of the same is available on the website of the Company at https://www.maxindia.com/corporate-policies

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 38, to the standalone financial statements of the Company.

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

MANAGEMENT DISCUSSION & ANALYSIS

In terms of Regulation 34 of SEBI Listing Regulations, a review of the performance of the Company, including those of operating subsidiary Companies, 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 applicable on it specified by the Securities and Exchange Board of India through Part C of Schedule V of SEBI Listing Regulations. As required by the said Clause, a separate report on Corporate Governance forms part of the Annual Report of the Company.

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT BRSR

SEBI Listing Regulations, as amended from time to time, mandates the top 1000 Listed Companies by market capitalization to include Business Responsibility and Sustainability Report in their Annual Report.

Your Company does not fall under the top 1000 Listed Companies by market capitalization as on March 31, 2022. Accordingly, the requirement of submission of the Business Responsibility and Sustainability Report is not applicable on the Company.

STATUTORY AUDITORS AND AUDITORS REPORT

Pursuant to Sections 139 and other applicable provisions, if any, of the Act, M/s. Ravi Rajan & Co., LLP, Chartered Accountants, were appointed as the Statutory Auditors of the Company for a second tenure of five years at the AGM held on August 25, 2022, to hold the oice till the conclusion of the 8th AGM of the Company to be held in the year 2027.

There are no audit qualifications, reservations, disclaimers or adverse remarks 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 2022-23 annexed in this Annual Report.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Act, your Company appointed M/s Sanjay Grover & Associates,

Practicing Company Secretaries, New Delhi as its Secretarial Auditors to conduct the Secretarial Audit of the Company for the FY 2022-23. The Report of Secretarial Auditor for the Financial Year ended March 31, 2023 is annexed to this report as ‘Annexure-4.

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

The Annual Secretarial Compliance Report of the Company pursuant to Regulation 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 at https:// www.maxindia.com/static/uploads/stakeholder/ pdba812a0dbb99dfa184c5c994d3855d0.pdf

Pursuant to the requirements of Regulation 24A of SEBI Listing Regulations, the Secretarial Audit Reports of material subsidiaries Companies namely, Antara Senior Living Limited and Antara Purukul Senior Living Limited are enclosed as ‘Annexure - 5 and 6.

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 were 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. 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 assurance for 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.

COST RECORDS

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

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 eicient manner. The Board time to time identifies the risks impacting the business and formulates strategies/policies aimed at risk mitigation as part of risk management. Further, a core team comprising of senior management employees of operational subsidiary Companies has also been formed to identify and assess key risks, risk appetite, tolerance levels and formulate strategies for the 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 the 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 key operating Subsidiary Companies 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 Companys Code of Conduct.

The said Policy covers all employees, Directors and other persons having association with the Company. The policy is hosted on the Companys website https://www.maxindia.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 the Annual Report 2022-23.

PUBLIC DEPOSITS

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

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis which 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 the Company, in terms of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable to the Company for FY 2022-23 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 the materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at https://www. maxindia.com/corporate-policies

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 are taken or impact on the conservation of energy: Regular eorts 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 Rs.3.07 Cr

ANNUAL RETURN

The Annual Return as on March 31, 2023 in the prescribed Form No. MGT-7, pursuant to Section 92 of the Act is available on the website of the Company at www.maxindia.com at the https:// www.maxindia.com/static/uploads/financials/ pdf431a3fa2d0ebf8f28748560cb90561de.pdf

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Act, it is hereby confirmed that: (a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of aairs 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 suicient 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 eectively; 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 eectively.

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 companys operations in the future.

During Financial year 2021-22, the Company had received an income tax demand of ~ Rs.27 crore on account of disallowance of the loss claimed on the sale of shares of Neeman Medical International BV (an erstwhile wholly owned subsidiary) by erstwhile Max India Limited pertaining to the financial year 2014-15. The Company has filed an appeal/writ with the Honble High Court of Punjab & Haryana and is strong on merits. The matter has been stayed and is pending before the Honorable Court.

UNCLAIMED SHARES

Pursuant to the Composite Scheme of Amalgamation and Arrangement amongst erstwhile Max India Limited, Max Healthcare Institute Limited, Radiant Life Care Private Limited, and the Company (Composite Scheme), the Company on June 22, 2020, allotted new equity shares in demat mode to the shareholders of erstwhile Max India Limited, in the ratio of 1 equity share of 10/- each for every 5 equity shares of 2/- each held in erstwhile Max India Limited. In respect of those shareholders who were holding shares in erstwhile Max India Limited in physical form as on Record Date i.e., June 15, 2020, the Company had transferred the relevant shares pertaining to these shareholders in the separate demat account namely Max India Limited – Unclaimed Share Demat Suspense Account. All such shareholders of erstwhile Max India are requested to approach the Registrar and Transfer Agent (RTA) of the Company by forwarding a request letter duly signed by all the shareholders along with the requisite documents to enable the Company to release the said shares to the rightful owner. In this regard, four reminders were sent to such shareholders till the date of this report to expedite the process of claiming their entitlements of shares from the Company after submitting the requisite documents with the Registrar and Transfer Agent of the Company.

The details of such unclaimed shares form part of the Corporate Governance Report of the Company.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

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

COMPLIANCE WITH SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly followed by the Company.

CORPORATE SOCIAL RESPONSIBILITY CSR

The provision under section 135 of the Act, w.r.t constitution of CSR Committee and contribution towards CSR activities are not applicable to the Company. Accordingly, the requirement for submission of the Corporate Social Responsibility Report, pursuant to clause (o) of Sub-Section (3) of Section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 is not applicable to the Company. A copy of CSR policy approved by the Board of Director of the Company is available on the website of the Company at https://www.maxindia.com/ corporate-policies.T he CSR Policy comprises a Vision and Mission Statement, philosophy, and objectives. It also explains the governance structure along with clarity on roles and responsibilities.

DISCLOSURE ABOUT THE RECEIPT OF THE COMMISSION

In terms of Section 197(14) of the Act and rules made there under, during the year under review, no director has received any commission from the company or its subsidiary company, thus the said provision is not applicable on the Company.

However, during the year under review, Mr. Rajit Mehta, Managing Director of the Company, also received remuneration from Antara Senior Living Limited (ASLL), a wholly owned subsidiary of the Company in capacity of Managing Director and CEO of ASLL, in compliance with applicable provisions of the Act.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Company has a requisite policy for the Prevention of Sexual Harassment, which is available on the website of the Company at https://www.maxindia. com/corporate-policies. The comprehensive policy ensures gender equality and the right to work with dignity. The company has complied with the provisions relating to the constitution of the Internal Complaints Committee (ICC) 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.

OTHER DISCLOSURES

1. Details of application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year: 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.

2. The details of dierence between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with reasons thereof: During the year under review, the company has not entered into any one time settlement with Banks or Financial Institutions, therefore, there was no reportable instance of dierence in amount of the valuation.

ACKNOWLEDGEMENTS

The Companys organizational culture upholds professionalism, integrity and continuous improvement across all functions, as well as eicient utilization of the Companys resources for sustainable and profitable growth.

Directors wish to place on record their appreciation of the contribution made by its management and its employees. Directors also 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 and look forward to their continued support in the future.

On behalf of the Board of Directors Max India Limited

Analjit Singh
Place: London Chairman
Date: May 25, 2023 (DIN:00029641)