CORPORATE

GOVERNANCE REPORT

OUR CORPORATE GOVERNANCE PHILOSOPHY

Max India Limited is committed towards maintaining the highest standards of Corporate Governance and recognizes that in today’s environment, it is a critical driver for achieving excellence, attracting high-quality talent, and optimizing capital sourcing and allocation across the Group.

To ensure strong discipline in capital management, robust performance management of the businesses and sustained value creation across all stakeholders, Max Group embarked upon a journey over the last few years, to implement a comprehensive governance framework across its companies, including Max India, entailing implementation of various transformational initiatives across three key facets of governance:

  • Board Architecture

    Boards in each of the Group’s operating companies stand re-configured to create the right composition with an ideal number of Independent Directors, ensuring board diversity with respect to functional and industry expertise, having an active and engaged lead Director on each Board, and separating the role of the CEO and the Chairman. In addition, a clear role for the Board has been articulated on areas like strategy formulation, monitoring financial health, leadership development, risk management and succession planning.

  • Board Processes

    Various people processes of the Board have been optimized (viz. on-boarding of Directors, Board education and business engagement, enabling independence, adherence to code of conduct etc.). Key operational aspects such as ensuring a comprehensive and well-balanced meeting agenda, timely and adequate information-flow to the Board, inviting external speakers to take Board sessions, are in place to ensure that the Board time is spent optimally on all critical areas of the business. To enable this, detailed Standard Operating Procedures are in place to ensure that the Board materials are comprehensive, crisp and relevant for strategic discussions.

    All material matters to be considered by Board are reviewed in specific sub-committees of the Board that are composed of the right balance between executive, non-executive and independent Directors, who add value to and are specifically qualified for the particular sub-committee. Detailed charters are published for every sub-committee of every Board.

  • Board Effectiveness

    To enhance 'Board Effectiveness' and assess the Board’s performance, an annual evaluation of Board Members is conducted and inter-Company Board movements are effected to ensure that each Board is well-equipped and engaged to take the right decisions for the business. In addition, various mechanisms have been implemented to improve the performance of the Board, which involves establishing clear standards of conduct & behaviour, setting a calendar of key governance interventions (like strategy setting sessions, risk management sessions etc.),consequence management etc.

BOARD OF DIRECTORS

The Board of Directors of your Company as on 31st March, 2017, comprised of 7 (seven) members with 1 (one) Executive Director and 6 (six) Non-Executive Directors of which 3 (three) are Independent Directors. Mr. Rahul Khosla, Chairman of the Board of Directors of the Company is a Non-Executive and Non-Independent Director.

During the financial year, Mr. N.C. Singhal retired from the Board effective 10th August, 2016. Mr. D.K. Mittal was appointed as an Independent Director on 9th November, 2016. Mr. Sanjeev Kishen Mehra resigned from the Board of the Company effective 8th December, 2016. Simultaneously, the position held by Ms. Lavanya Ashok as Alternate Director to Mr. Sanjeev Mehra on the Board of the Company stood vacated.

There are no inter-se relationships between our Board members.

None of the Director is a member in more than ten committees or the Chairman of more than five committees, across all public companies in which he / she is a Director.

The details of the Directors and their attendance at the Board meeting during FY 2017 and at the last annual general meeting, including the details of their Directorships and Committee Memberships as of 31st March, 2017 are given below:

Name of Director Number of Board meetings during the year 2016-17 Attendance at last AGM held on 27th September, 2016 Number of Directorships in other companies as on 31st March, 2017* Number of committee positions held in other public companies as on 31st March,2017**
Held Attended Chairman Member
Mr. Rahul Khosla [Chairman](DIN:03597562) 6 5 Yes 5 - -
Mr. Mohit Talwar [Managing Director](DIN:02394694) 6 5 Yes 7 1 3
Mr. Ashok Kacker [Independent Director](DIN:01647408) 6 6^ Yes 9 1 1
Mr. Ashwani Windlass [Non-Executive Director](DIN:00042686) 6 4 No 5 3 -
Prof. Dipankar Gupta [Independent Director] (DIN:05213140) 6 5 No 1 - -
Mr. Dinesh Kumar Mittal@ [Independent Director](DIN:00040000) 3 1 No 12 1 8
Mrs. Tara Singh Vachani@@ [Non Executive Director](DIN:02610311) 6 3 No 8 - -
Mr. N.C. Singhal$ [Independent Director] (DIN:00004916) 3 3 N.A. N.A. N.A. N.A.
Mr. Sanjeev Kishen Mehra# [Non-Executive Director](DIN:02195545) 4 0 No N.A. N.A. N.A.
Ms. Lavanya Ashok## [Alternate Director to Mr. Sanjeev Kishen Mehra](DIN:03453279) 4 0 No N.A. N.A. N.A.

* Excluding Foreign Companies and Companies formed under Section 8 of the Companies Act, 2013 / Section 25 of the Companies Act, 1956

** Represents Memberships/Chairmanships of Audit Committee and Stakeholders Relationship Committee of Indian Public Limited Companies, other than companies formed under Section 8 of the Companies Act, 2013 / Section 25 of the Companies Act, 1956.

@ Appointed as an Additional Director holding the position of Independent Director effective November 9, 2016.

@@ Belongs to persons forming part of promoter group of the Company.

$ Retired from the Board effective 10th August, 2016.

# Resigned from the Board effective 8th December, 2016.

## The position of Ms. Lavanya Ashok as Alternate Director to Mr. Sanjeev Kishen Mehra stood vacated on resignation of Mr. Mehra from the Board effective 8th December, 2016.

^ One meeting attended through Video Conferencing.

Details of Board meetings held during the year ended 31st March, 2017:

S. No. Date Board Strength No. of Directors present
1 14th May, 2016 8 3
2 25th May, 2016 8 7
3 8th August, 2016 8 7
4 9th November, 2016 7 6
5 13th February, 2017 7 5
6 27th March, 2017 7 4

The details of equity shares of ₹ 2/- each held by Directors of the Company as on 31st March, 2017 are: (a) Mr. Rahul Khosla – 2,35,718 (Two Lakh Thirty Five Thousand Seven Hundred and Eighteen) shares (b) Mr. Ashwani Windlass – 1,62,850 (One Lakh Sixty Two Thousand Eight Hundred and Fifty) shares, (c) Mr. Mohit Talwar – 35,438 (Thirty Five Thousand Four Hundred and Thirty Eight) shares and (d) Mrs. Tara Singh Vachani – 1,00,000 (One Lakh) shares.

How do we make sure our board is effective?

The calendar for the Board and Committee meetings is fixed in advance for the whole year, along with significant agenda items. At least one Board meeting is held within 45 days from the close of each quarter to review financial results and business performance and the gap between two Board meetings does not exceed 120 days, as required by law. Apart from the aforesaid four meetings, additional Board meetings are also convened to meet business exigencies. Matters of exigency are approved by the Directors by resolutions passed by circulation as permissible under the provisions of the Companies Act, 2013.

Meetings of Committees of Board are held prior to the Board meeting. The Chairpersons of the respective Committees brief the Board about the proceedings of the Committee meetings and its recommendations on matters that the Board needs to consider and approve.

All Agenda items are accompanied by comprehensive notes on the related subject and in certain areas such as business plans/business reviews and financial results, detailed presentations are made to the Board members. The materials for the Board and committee meetings are generally published (electronically in a secure dedicated portal) seven days in advance. The Board is regularly updated on the key risks and the steps and process initiated for reducing and, if feasible, eliminating various risks. Business risk evaluation and management is an ongoing process with the Company.

To enable the Board to discharge its responsibilities effectively, members of the Board are apprised on the overall performance of the Company and its subsidiary(ies)/joint ventures at every Board meeting. The Board has complete access to all the relevant information within the Company and all its employees. Senior Management is invited to attend the Board meetings to provide detailed insight into the items being discussed.

Code of Governance

In compliance with Regulation 26(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company had adopted a Code of Conduct for the Directors and senior management of the Company (‘the Code’), a copy of which is available on the Company’s website www.maxindia.com. All the members of the Board of Directors and senior management personnel had affirmed compliance with the above mentioned regulation including Code for the financial year ended March 31, 2017 and a declaration to this effect signed by the Managing Director forms part of this report as Annexure- I.

Pursuant to the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended, the Company has adopted an Insider Trading Policy for prevention of insider trading, which is applicable to all Designated Persons including Promoters,Directors, Key Managerial Personnel, Designated employees and other Connected Persons.

COMMITTEES OF THE BOARD

The Board of Directors of the Company had constituted the following Committees:

Audit Committee:

As on 31st March, 2017, this Committee comprised of Mr. Ashok Kacker (Chairman), Prof. Dipankar Gupta, Mr. D.K. Mittal and Mr. Mohit Talwar. All members of the Committee, except Mr. Mohit Talwar, are Independent Directors. Mrs. Tara Singh Vachani is a permanent invitee to the Committee. All the members of Audit Committee are financially literate and the Chairman possesses the required accounting and financial management expertise. Mr. V. Krishnan, Company Secretary of the Company acts as the Secretary to this Committee. Mr. N. C. Singhal ceased to be a member of the Committee effective 10th August, 2016, upon his retirement from the Board.

The scope of the Audit Committee has been defined by the Board of Directors in accordance with Regulation 18 and Part C of Schedule II of the Listing Regulations and applicable provisions of the Companies Act, 2013. This Committee inter alia, recommends appointment and remuneration of statutory auditors, secretarial auditors and internal auditors; reviews Company’s financial reporting processes and systems and internal financial controls, financial and risk management policies, Company’s financial statements, including annual and quarterly financial results and financial accounting practices & policies and reviews the functioning of the whistle blower mechanism.

Representatives of Internal Auditors and Statutory Auditors areinvited to the meetings of the Committee, as and when required. Mr. Ashok Kacker the Chairman of the Audit Committee, was present at the last Annual General Meeting.

Meetings & Attendance during the year ended 31st March, 2017:

Name of Director Number of meetings held Number of meetings attended
Mr. Ashok Kacker 04 04
Prof. Dipankar Gupta 04 03
Mr. D.K. Mittal* 01 01
Mr. Mohit Talwar 04 04
Mr. N.C. Singhal# 02 02

# Ceased to be a member of the Committee effective 10th August, 2016

* Inducted as a member of the Committee effective 1st February, 2017

Nomination and Remuneration Committee:

As on 31st March, 2017, this Committee comprised of Mr. Ashok Kacker (Chairman), Prof. Dipankar Gupta and Mr. Rahul Khosla. All the members are Independent Directors, except Mr. Rahul Khosla, who is a Non-executive non-independent Director. Mr. Mohit Talwar, Managing Director of the Company is an invitee to the Committee.

The scope of the Nomination and Remuneration Committee has been defined by the Board of Directors in accordance with Regulation 19 and Part D of Schedule II to the Listing Regulations and applicable provisions of the Companies Act, 2013. This Committee inter alia, evaluates the compensation and benefits for Executive Directors and Senior Executives at one level below the Board, recruitment of key managerial personnel and finalization of their compensation, induction of Executive and Non-Executive Directors and fixing the method, criteria and quantum of compensation to be paid to the NonExecutive Directors. It also administers the ESOP Scheme(s) of the Company including allotment of equity shares arising from exercise of stock options. The remuneration policy of the Company is aimed at attracting and retaining the best talent to leverage performance in a significant manner. The strategy takes into account, the remuneration trends, talent market and competitive requirements.

Meetings & Attendance during the year ended 31st March, 2017:

Name of Director Number of meetings held Number of meetings attended
Mr. Ashok Kacker 03 03
Prof. Dipankar Gupta 03 03
Mr. Rahul Khosla 03 03

Remuneration paid to Directors during FY 2017

During FY 2017, the Company paid sitting fees of ₹ 1,00,000/- (Rupees One Lakh Only) per meeting to its Non Executive/ Independent Directors for attending the meetings of Board and Committees of the Board and separate meeting of Independent Directors.

The Company does not have any pecuniary relationship or transactions with the Non-Executive Directors of the Company other than payment of the sitting fees for attending meetings and certain ESOP granted to Mr. Rahul Khosla, Non-executive Director, pursuant to the Scheme of Arrangement described in detail in Subsequent paragraphs.

Details of the sitting fees paid to Non Executive/ Independent Directors of the Company during FY 2017 are as under:

S. No. Name of the Director Sitting Fee paid (in   )
1 Mr. Rahul Khosla 12,00,000/-
2 Mr. Ashwani Windlass 12,00,000/-
3 Prof. Dipankar Gupta 13,00,000/-
4 Mr. Ashok Kacker 22,00,000/-
5 Mr. D.K. Mittal 2,00,000/-
6 Mrs. Tara Singh Vachani 6,00,000/-
7 Mr. N. C. Singhal 6,00,000/-

The remuneration payable to the Managing Director of the Company, including performance incentives and grant of ESOPs, were determined from time to time by the Nomination and Remuneration Committee and approved by the Board of directors within the limits approved shareholders of the Company in terms of applicable provisions of the Companies Act, 2013 read with the Company’s Remuneration Policy. The Company’s Remuneration Policy forms part of the Directors’ Report attached as part of this Annual Report.

Details of the remuneration paid to Mr. Mohit Talwar as Managing Director for the period from 1st April, 2016 to 31st March, 2017 are as under:

Description Amount in
Salary 78,46,404/-
Benefits (Perquisites) 49,92,313/-
Performance Incentive/special payments 48,75,200/-
Retirals -
Service contract 5 years
Notice period 3 months
Stock options granted (in numbers) 25,394

The severance fee, if any, shall be payable to him as per the provisions of the Companies Act, 2013. The Variable Compensation/ Performance Incentive shall be paid to him basis his performance rating and company’s performance within the limits approved by the shareholders of the Company.

In terms of the Scheme of Arrangement amongst Max Financial Services Limited (formerly Max India Limited), the Company (formerly Taurus Ventures Limited) and Max Ventures and Industries Limited (formerly Capricorn Ventures Limited) as sanctioned by the Hon’ble High Court of Punjab and Haryana at Chandigarh vide its Order dated 14th December, 2015, following directors were entitled to receive stock options, proportionate to the unvested stock options held by them in Max Financial Services Limited as of Effective Date:

• Mr. Rahul Khosla - 19,46,278 (Nineteen Lakh Forty Six Thousand Two Hundred and Seventy Eight)

• Mr. Mohit Talwar - 5,22,282 (Five Lakh Twenty Two Thousand Two Hundred and Eighty Two)

Further, during FY 2017, the Company granted 25,394 (Twenty Five Thousand Three hundred and Ninety Four) stock options to Mr. Mohit Talwar, Managing Director on 9th November, 2016 entitling him to receive 25,394 (Twenty Five Thousand Three hundred and Ninety Four) equity shares of ₹ 2/- (Rupees Two Only) at an exercise price of ₹ 2/- (Rupees Two Only) per equity share with a graded vesting over a four year period. No other Director was granted any stock options during FY 2017.

The performance evaluation procedure for Directors is detailed in the Board’s Report attached as part of this Annual Report.

Stakeholders Relationship Committee

As on 31st March, 2017, this Committee comprised of Mr. Ashwani Windlass (Chairman), Mr. Ashok Kacker and Mr. Mohit Talwar. Key responsibilities of this Committee are formulation of procedures, in line with the statutory guidelines, for ensuring speedy disposal of various requests received from shareholders from time to time and redressal of shareholders’ and investors’ complaints/ grievances. The Committee also approves the transfer and transmission of securities; and issuance of duplicate certificates etc.

Meetings & Attendance during the year ended 31st March, 2017:

Name of the Director Number of meetings held Number of meetings attended
Mr. Ashwani Windlass 04 04
Mr. Ashok Kacker 04 03
Mr. Mohit Talwar 04 04

Mr. V. Krishnan, Company Secretary is the designated Compliance Officer.

The Committee has delegated the authority to effect transfer and transmission of shares up to 1000 per folio to Company Secretary / Compliance Officer, and such transfers are subsequently ratified in next meeting of the Committee. The Company has normally attended to the Shareholders / Investors complaints within a period of 7 (seven) working days except in cases which were under legal proceedings/disputes. During the financial year ended 31st March, 2017, 2 (two) complaints/ queries were received by the Company, which were general in nature viz. (i) non receipt of shares after dematerialization and (ii) non-receipt of annual report, all of those were resolved to the satisfaction of the respective shareholders.

Investment & Finance Committee

As on 31st March, 2017, this Committee comprised of Mr. Ashwani Windlass (Chairman), Mr. Rahul Khosla, Mr. Ashok Kacker, Mrs. Tara Singh Vachani and Mohit Talwar. The responsibilities of this Committee are to review financial performance of businesses carried on by the Company and its subsidiary(ies), review and recommend revenue and capital budgets of the Company and its subsidiary(ies), review and recommend various fund raising options and financial resources allocation to Company’s subsidiary(ies) and to review proposals on business restructuring, mergers, consolidations acquisitions, investments, establishment of joint ventures and divestments of any businesses, etc.

Meetings & Attendance during the year ended 31st March, 2017:

Name of the Director Number of meetings held Number of meetings attended
Mr. Ashwani Windlass 04 04
Mr. Rahul Khosla 04 04
Mr. Ashok Kacker 04 04
Mrs. Tara Singh Vachani 04 03
Mr. Mohit Talwar 04 04
Mr. Sanjeev Kishen Mehra# 04 -
Ms. Lavanya Ashok@ 04 -

# Ceased to be a member of the Committee effective 8th December, 2016

@ Ms. Lavanya Ashok was Alternate Director to Mr. Sanjeev Kishen Mehra and her position stood vacated on resignation of Mr. Mehra from the Board effective 8th December, 2016.

Corporate Social Responsibility Committee

As on 31st March, 2017, this Committee comprised of Mr. Ashok Kacker, Prof. Dipankar Gupta and Mr. D.K. Mittal. The responsibilities of this Committee are as enshrined in the Companies Act, 2013 read with Company’s CSR Policy, as amended from time to time. The Committee met once during the year ended 31st March, 2017.

Meetings & Attendance during the year ended 31st March, 2017:

Name of the Director Number of meetings held Number of meetings attended
Mr. Ashok Kacker 01 01
Prof. Dipankar Gupta 01 01
Mr. D.K. Mittal 01 -

Separate meeting of Independent Directors

During the year under review, the Independent Directors had a separate meeting on 8th August, 2016 whereat the following agenda items were considered, in terms of applicable Regulations:

(a) Evaluation of the performance of Non-Independent Directors and the Board as a whole;

(b) Evaluation of the performance of Chairperson of the Company; and

(c) Assessment of the quality, quantity and timeliness of flow of information between the Company management and the Board.

Further, the Company has made familiarization programmes to familiarize Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. The detail of such familiarization programme is available at the following link of website of the Company www.maxindia.com/ wpcontent/uploads/ 2017/04/ Details-of-familiarisation -programmes-for-Independent -Directors.pdf

ANNUAL GENERAL MEETING

The first Annual General Meeting (AGM) of the Company was held at the Registered Office of the Company at 419, Bhai Mohan Singh Nagar, Railmajra, Tehsil Balachaur, District Nawanshahr, Punjab – 144 533.

The details of first AGM held and special resolutions passed by the shareholders at the said AGM are as under:

Financial Year ended Date & Time Special Resolutions passed
31st March, 2016 27th September, 2016 11:30 AM • Approval for appointment of Mr. Mohit Talwar as Managing Director of the Company for a period of five years from 15th January, 2016 upto 14th January, 2021 and approval for the payment of the remuneration to him for initial period of three years from 15th January, 2016 upto 14th January, 2019.
• Approval for “Max India Employee Stock Plan – 2016”.

POSTAL BALLOT AND POSTAL BALLOT PROCESS

During FY 2017, the Company had passed a resolution through postal ballot process and the result of the same was declared on 27th September, 2016. The details of the said postal ballot processes are under:

Process followed for passing resolution passed through postal ballot process:

The Company appointed Mr. Sanjay Grover, a Practicing Company Secretary with his office at B-88, 1st Floor, Defence Colony, New Delhi as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.

The Company issued the postal ballot notice dated August 19, 2016 for proposing an Ordinary Resolution for seeking in-principle approval of the shareholder of the Company to the Composite Scheme of Amalgamation and Arrangement (“Scheme”) involving (i) amalgamation of Max Life Insurance Company Limited into and with Max Financial Services Limited (the resultant entity being referred to as “MergeCo”); (ii) demerger of the undertaking pertaining to the insurance business from MergeCo and transfer of the same to HDFC Standard Life Insurance Company Limited; and (iii) amalgamation of the remaining MergeCo into and with the Company, in accordance with and on the terms and conditions as stated in the Scheme.

The draft resolution together with the explanatory statement and postal ballot form and self addressed envelopes were sent to the members through courier and the dispatch of the same was completed on 24th August, 2016 with a request to return the duly completed form to the Scrutinizer on or before 24th September, 2016.

The Company also offered e-voting facility as an alternate option to its shareholders to enable them to cast their votes electronically instead of dispatching Postal Ballot Form. After due scrutiny of all the Postal Ballot Forms/e-voting received up to the close of the working hours of 24th September, 2016, the Scrutinizer submitted his report on 26th September, 2016.

The results of the postal ballots were declared on 27th September, 2016 at the Registered Office of the Company at Punjab. The results were also informed to the BSE Limited (the BSE) and National Stock Exchange of India Limited (the NSE), where the Company’s shares are listed and made accessible on Company’s website at www.maxindia.com/wp-content/uploads/2016/09/MILVoting-Result-Reg443.pdf

A summary of the valid votes casted through postal ballot/ e-voting for the above mentioned Ordinary Resolution is as under:

Number of Valid Votes
Particulars Postal Ballot e-Votes Total Percentage
Assent 3,83,266 8,84,26,905 8,88,10,171 93.30493
Dissent 12,395 63,60,154 63,72,549 06.69507
Total 3,95,661 9,47,87,059 9,51,82,720 100.0000

The aforesaid resolution shall not be acted upon as the parties decided to call off the merger proposal.

No resolution requiring postal ballot as required by the Companies (Management and Administration) Rules, 2014, is proposed to be placed for the shareholders’ approval at the Annual General Meeting scheduled on 26th September, 2017.

MEANS OF COMMUNICATION

Timely disclosure of reliable information and corporate financial performance is the core of good Corporate Governance. Towards this direction, the quarterly / annual results of the Company were announced within the prescribed period and published in Economic Times, Mint and Desh Sewak. The results can also be accessed on the Company’s website www.maxindia.com. The official news releases and the presentations made to the investors / analysts are also displayed on the Company’s website. The Company made presentations to financial analysts and institutional investors after the quarterly/ annual financial results were approved by the Board.

DISCLOSURES

(a) Related party transactions

There are no materially significant related party transactions with its promoters, the Directors or the management, their subsidiaries or relatives, etc., that may have potential conflict with the interests of the Company at large.

The Company has formulated a policy for transacting with related parties, which is available at the following link on the website of the Company www.maxindia.com/shareholderinformation/Transactions entered with the related parties are disclosed in Notes to the financial statements in the Annual Report.

(b) Compliance by the Company

The Company has complied with all the mandatory requirements of the Listing Agreement entered into with the stock exchanges, Listing Regulations, SEBI and other statutory authorities on all matters relating to capital markets since the date of its listing on Stock Exchanges. No penalties or strictures have been imposed on the Company by the stock exchanges, SEBI, or any other statutory authorities on any matter relating to capital markets since its listing.

(c) Whistle Blower Policy/ Vigil Mechanism

The Company has adopted a Whistle Blower Policy/ Vigil Mechanism and has established the necessary mechanism for directors/ employees to report concerns about unethical behavior. The policy provides adequate safeguards against victimization of directors/ employees. It is hereby affirmed that no person has been denied access to the Chairman of the Audit Committee on matters relating to Whistle Blower Policy of the Company.

(d) Disclosure of commodity price risk and commodity hedging activities,

As the Company is holding investments in group entities and provide management services to group entities which are all operating in India, there is no foreign exchange exposure. Hence, the said disclosure is not applicable to the Company.

(e) Disclosures of the compliance with corporate governance requirements specified in Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of Listing Regulations

The Company has complied with all the mandatory requirements specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of Listing Regulations.

SUBSIDIARY COMPANY

The Company has no material unlisted subsidiary company during the year 2016-17. The Company has formulated a policy for determining ‘material subsidiaries’ which is disclosed at the following link on the website of the Company www.maxindia. com/shareholder-information/

GENERAL SHAREHOLDER INFORMATION

A section on the ‘General Shareholder Information’ is annexed, and forms part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS

A section on the ‘Management Discussion & Analysis’ is annexed and forms part of this Annual Report.

COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

The certification by the Managing Director and Chief Financial Officer of the Company, in compliance of Regulation 17(8) read with Part B, Schedule II of the Listing Regulations, is enclosed as Annexure II.

M/s. Sanjay Grover & Associates, Practicing Company Secretaries have certified that the Company has complied with the conditions of Corporate Governance as stipulated in Schedule V of the Listing Regulations and the said certificate is annexed to the Report as Annexure-III.

DISCLOSURE ON NON-MANDATORY REQUIREMENTS

The Company has duly complied with all the mandatory requirements under Listing Regulations and the status of compliance with the non-mandatory recommendations under Part E of Schedule II of the Listing Regulations is given below:

Shareholders’ Rights:

The quarterly, half-yearly and annual financial results of the Company are published in newspapers and also posted on the Company’s website.

Audit Qualification:

It has always been the Company’s endeavor to present unqualified financial statements. There is no audit qualification in respect of financial statements of the Company for FY 2017.

Separate posts of Chairman and CEO

The Company has separate persons to the post of Chairman and Managing Director. Mr. Rahul Khosla, a Non Executive Director is the Chairman and Mr. Mohit Talwar is the Managing Director of the Company.

Reporting of Internal Auditor

The Internal Auditor reports directly to the Audit Committee, which defines the scope of Internal Audit.

Place: New Delhi
Date : August 11, 2017

For Max India Limited
(formerly Taurus Ventures Limited)

Rahul Khosla
Chairman

ANNEXURE - I

Declaration by the Managing Director on code of conduct as required by Regulation 26(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

This is to declare and confirm that the Company has received affirmations of compliance with the provisions of Company’s Code of Conduct for the financial year ended 31st March, 2017 from all Directors and Senior Management personnel of the Company.

Place: New Delhi
Date : August 11, 2017

For Max India Limited
(formerly Taurus Ventures Limited)

Mohit Talwar
Managing Director

ANNEXURE - II

Certification by Managing Director and Chief Financial Officer

To
The Board of Directors,
Max India Limited,
(Formerly Taurus Ventures Limited)

We, Mohit Talwar, Managing Director and Jatin Khanna, Chief Financial Officer of Max India Limited (Formerly Taurus Ventures Limited) (“the Company”) certify that:

  • We have reviewed the financial statements and the cash flow statement of the Company for the financial year ended 31st March, 2017 and that to the best of our knowledge and belief:

    • these statements do not contain any materially untrue statement or omit any material fact or contain statements that are misleading; and

    • these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

  • There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company’s code of conduct.

  • We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the Auditors and the Audit Committee, wherever applicable, deficiencies in the design or operation of such internal controls, if any,of which we are aware of, and the steps we have taken or propose to take to rectify these deficiencies.

  • We have indicated to the Auditors and the Audit Committee, wherever applicable:

    • significant changes in internal control over financial reporting during the year;

    • significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

    • instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or any employee having a significant role in the Company’s internal control system over financial reporting.

Place: New Delhi
Date : August 11, 2017

For Max India Limited
(formerly Taurus Ventures Limited)

Mohit Talwar
Managing Director

Jatin Khanna
Chief Financial Officer

ANNEXURE - III

CORPORATE GOVERNANCE CERTIFICATE

To
The Members
Max India Limited,
(Formerly Taurus Ventures Limited)

We have examined the compliance of regulations of Corporate Governance by Max India Limited (Formerly Taurus Ventures Limited) (hereinafter referred to as “the Company”), for the year ended March 31, 2017 as stipulated in Part C of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

The compliance of regulations of Corporate Governance is the responsibility of the management of the Company. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the regulations of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to best of our information and according to the explanations given to us, we certify that the Company has complied with the regulations of Corporate Governance as stipulated in above-mentioned Listing Regulations.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Place: New Delhi
Date : August 11, 2017

For Sanjay Grover & Associates

Company Secretaries

Firm Registration No.: P2001DE052900

Sanjay Grover
Managing Partner
CP No.: 3850