CORPORATE

GOVERNANCE REPORT

OUR CORPORATE GOVERNANCE PHILOSOPHY

Max Ventures and Industries Limited (‘MaxVIL’) is one of the demerged entity of Max Financial Services Limited pursuant to the Composite Scheme of Arrangement between Max Financial Services Limited (formerly known as ‘Max India Limited’), Max India Limited (formerly known as ‘Taurus Ventures Limited’) and Max Ventures and Industries Limited (formerly known as ‘Capricorn Ventures Limited’) and their respective Shareholders and Creditors, as sanctioned by the Hon’ble High Court of Punjab & Haryana vide order dated 14th December, 2015 (“Composite Scheme of Arrangement”).

MaxVIL 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 optimising capital allocation across all business verticals. The Company believes that appropriate disclosure procedures, transparent accounting policies, strong and independent Board practices and highest levels of ethical standards are critical to enhance and retain all stakeholders trust and generate sustainable corporate growth. It is the conviction with that MaxVIL has set in place systems, procedures and standards that are promoting good corporate governance standards within the Company.

To ensure strong discipline in capital management, robust performance management of the businesses and sustained value creation across all stakeholders, MaxVIL is committed to implement a comprehensive governance framework including its subsidiaries. The framework entailed implementation of various transformational initiatives across three key facets of governance.

The Securities and Exchange Board of India (SEBI) regulates corporate governance practices of companies listed on the Indian Stock Exchanges. These regulations are notified under Part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ‘Listing Regulations’). This Listing Regulations specifies the standards that Indian companies have to meet and the disclosures that they have to make, with regard to corporate governance:

  • Board Architecture

    Boards in each of the operating companies stand reconfigured 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 directors 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 participants to take Board sessions are in place to ensure that the Board time is spent optimally on all critical areas of the business.

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

BOARD OF DIRECTORS

As on 31st March, 2017, your Board of Directors comprises of nine members with one Executive Director and eight Non- Executive Directors of which four are independent. Mr. Analjit Singh, Chairman of the Company is a Non- Executive Director. None of the Director is a member in more than ten committees, or the Chairman of more than five committees, across all public limited companies in which he/she is a Director. Mr. Sahil Vachani is a relative to Mr. Analjit Singh. Further, none of the other directors are related inter-se.

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

Name of Director Number of Board meetings during the financial 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 public companies as on 31st March,2017**
Held during tenure Attended Chairman Member
Mr. Analjit Singh [Promoter, Non-Executive Director & Chairman] 08 06 No 13 - -
Mr. Mohit Talwar [Non-Executive Director & Vice Chairman] 08 06 Yes 07 01 05
Mr. N.C. Singhal^ [Independent Director] 02 02 NA NA NA NA
Mr. Sanjeev Mehra [Non-Executive Director] ^^ 03 - No NA NA NA
Ms. Lavanya Ashok [Alternate Director to Mr. Sanjeev Mehra]^^^ 03 - No NA NA NA
Mr. Dinesh Kumar Mittal@ [Independent Director] 08 07 Yes 12 02 07
Mr. K. Narasimha Murthy [Independent Director] 08 07 No 08 03 02
Mr. Ashok Brijmohan Kacker [Independent Director] 08 08 Yes 09 02 02
Dr. Subash Khanchand Bijlani@ [Independent Director] 07 03 No N.A. N.A. N.A.
Mrs. Sujatha Ratnam# [Non-Executive Director] 03 03 Yes 04 - 01
Mr. Sahil Vachani [Managing Director and CEO] 08 07 Yes 18 - 01
Mrs. Sujatha Ratnam$ [Non-Executive Director] 05 04 Yes 04 - 01
Mr. Arthur Seter Harutyun ## [Non-Executive Director] 02 01 NA 01 - -
Mrs. Sujata Keshavan Guha ### [Independent Director] 01 01 NA 01 - -

* Excluding Foreign Companies and Companies formed under Section 8 of Companies Act, 2013.

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

^ Retired from the position of Director w.e.f. 10th August, 2016 pursuant to the provisions of the Articles of Association of the Company upon completion of age of 80 years.

^^ Resigned from the position of Director on 8th December, 2016.

^^^ Appointed as an alternate Director to Mr. Sanjeev Mehra on 10th May, 2016 and Vacation of office of alternate Director w.e.f. 8th December, 2016 simultaneous upon cessation of directorship by original director.

# Resigned from the position of Director on 14th November, 2016.

## Appointed as an additional director w.e.f. 9th January, 2017.

## Appointed as an additional director w.e.f. 17th February, 2017.

### Appointed as an additional director w.e.f. 17th March, 2017.

@ Resigned from the position of Director on 8th March, 2017.

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

S. No. Date Board Strength No. of Directors present
1 10th May, 2016 10 08
2 29th August, 2016* 10 08
3 14th November, 2016 09 08
4 9th January, 2017 08 07
5 6th February, 2017 08 08
6 10th February, 2017 08 05
7 17th February, 2017 09 04
8 17th March, 2017 09 08

* The no. of directors present at the adjourned board meeting was 07.

How do we make sure our board is effective?

The calendar for the Board and Committee meetings are 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 consecutive Board meetings does not exceed one hundred and twenty 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 also approved by the Directors by resolutions passed by circulation as permissible under the provisions of the Companies Act, 2013 and Secretarial Standard on meetings of the Board of Directors (SS 1) and the same were presented in the next meeting for its noting.

Meetings of Committees of Board are held prior to the Board meeting. The Chairpersons of the respective Committees briefs 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 seven days in advance through e-mail and/or electronically in a secure dedicated portals. 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 subsidiaries 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 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 https://maxvil. com/shareholder-information/. All the members of the Board of Directors and senior management personnel had affirmed compliance with above mentioned Regulation including Code for the financial year ended 31st March, 2017 and declaration to this effect signed by the Managing Director and CEO forms a 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 also adopted a Code of Conduct to Regulate, Monitor and Report trading by insiders for prevention of insider trading, which is applicable to all the Directors and Connected Persons of the Company.

COMMITTEES OF THE BOARD

Audit Committee:

As on 31st March, 2017 this Committee comprised of Mr. Ashok Kacker (Chairman), Mr. D.K. Mittal and Mr. Mohit Talwar. All members of the Committee, except Mr. Mohit Talwar are Independent Directors. Mr. Sahil Vachani, Managing Director and CEO is a permanent invitee to the Committee meetings. The Company Secretary of the Company acts as the Secretary to this Committee.

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, internal auditors, reviews Company’s financial reporting processes & systems and internal financial controls, financial and risk management policies, related party transactions, significant transactions and arrangements entered into by unlisted subsidiaries, review of inter-corporate loans and investments, review the statement of uses / application of funds raised through preferential issue, Company’s financial statements, including annual and quarterly financial results and financial accounting practices & policies and reviews the functioning of the whistle blower mechanism.

The representatives of Internal Auditors and Statutory Auditors are invited to the meetings of the Committee, as required. Mr. Ashok Kacker, 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 Brijmohan Kacker 07 07
Mr. D.K. Mittal* 07 06
Mr. Mohit Talwar 07 06

Nomination and Remuneration Committee:

As on 31st March, 2017, the Committee comprised of Mr. K. Narasimha Murthy (Chairman), Mr. D. K. Mittal, Mr. Ashok Brijmohan Kacker and Mr. Mohit Talwar as its other members. All the members are Independent Directors, except Mr. Mohit Talwar who is a Non-executive non-independent Director.

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 finalisation of their compensation, induction of Executive and Non-Executive Directors and fixing the method, criteria and quantum of compensation to be paid to the Non- Executive Directors and formulate the criteria for evaluation of independent directors and the Board. The Performance evaluation criteria of the Board, the Committees of the Board and the Individual Directors including Chairman are disclosed and forms part of the Directors Report. It also administers the (a) ESOP Scheme(s) of the Company including allotment of equity shares arising from exercise of stock options; and (b) Phantom Stock Scheme including issuance of phantom stock options and matters related/incidental thereto. 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. K. Narasimha Murthy 07 06
Mr. D.K. Mittal* 07 05
Mr. Ashok Kacker 07 07
Mr. Mohit Talwar 07 05

Remuneration paid to Directors during FY 2017

During FY 2017, the Company paid sitting fees of ₹1,00,000/- per meeting to its Non-Executive/ Independent Directors for attending the meetings of Board and Committees of the Board and separate meetings of Independent Directors. The Company has not paid any remuneration to its Non-Executive/ Independent Directors, except the sitting fees. 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. Analjit Singh 6,00,000
2 Mr. Mohit Talwar 25,00,000
3 Ms. Sujatha Ratnam 7,00,000
4 Mr. Sanjeev K. Mehra -
5 Mr. N. C. Singhal 4,00,000
6 Mr. K. Narasimha Murthy 19,00,000
7 Mr. D. K. Mittal 24,00,000
8 Dr. S. K. Bijlani 3,00,000
9 Mr. Ashok Kacker 26,00,000
10 Mr. Arthur Seter -
11 Mrs. Sujata Keshavan Guha 1,00,000

The remuneration payable to Executive Directors of the Company including performance incentives were determined from time to time by the Nomination and Remuneration Committee in terms of applicable provisions of Companies Act, 2013 read with Company’s remuneration policy. The details of the remuneration policy are part of the Directors’ Report.

Details of the remuneration charged to profit and loss account in respect of Mr. Sahil Vachani as Managing Director and CEO for the period from 1st April, 2016 to 31st March, 2017 is as under:

(Amount in ₹)

Description Mr. Sahil Vachani
Salary 82,50,780
Benefits (Perquisites) 9,88,018
Performance Incentive/special payments 1,32,06,250
Retirals 5,52,000
Service contract 5 years
Notice period 3 months
Stock options granted (in numbers) NA

# The shareholders of the Company at the First Annual General Meeting held on 27th September, 2016 approved the appointment of Mr. Sahil Vachani as Managing Director and CEO for a period of 05 years effective 15th January, 2016 up to 14th January, 2021 and also approved the remuneration for the initial period of three years, i.e., from 15th January, 2016 until 14th January, 2019.

During FY 2017, stock options were granted to following Director(s) of the Company:

Pursuant to Clause 6.1.6 of the Composite Scheme of Arrangement amongst Max Financial Services Limited (‘MFSL’), Max India Limited and Max Ventures and Industries Limited (“the Company”) and their respective Shareholders and Creditors, as sanctioned by the Hon’ble High Court of Punjab & Haryana vide order dated 14th December, 2015 (“Scheme of Arrangement”), the stock options granted by MFSL to its employees under its existing Stock Option Plan (irrespective of whether they continue to be employees of the MFSL or become the employees of the Company pursuant to the Scheme of Arrangement and upon the said Scheme being effective, the said employees shall be issued one Stock Option by the Company under its new ESOP Plan, entitling one equity share of ₹ 10/- each of the Company for every five Stock Option held in MFSL, whether the same are vested or not, on the terms and conditions similar to the relevant existing Stock Option Scheme of MFSL.

The shareholders of the Company at the First Annual General Meeting held on 27th September, 2016 accorded their approval to the implementation of the Stock Option Scheme of the Company in the name and style of “MAX VENTURES AND INDUSTRIES EMPLOYEE STOCK PLAN – 2016” and authorized the Board and/or Committee to create, issue, offer and allot to or to the benefit of such person(s) (i) who are permanent officer or employee or Director of the Company (whether whole-time or not), but excluding a Promoter or a person who belongs to a Promoter Group of the Company, Independent Director or a Director who either by himself or through his relative or through any Body Corporate, directly or indirectly holds more than 10% of the outstanding equity shares of the Company as may be decided under the ESOP Plan and (ii) who are eligible for grant of stock options of the Company pursuant to the Scheme of Arrangement; options exercisable upto an aggregate of not more than 5% of the issued Equity Shares of ` 10/- each of the Company at any point of time, in one or more tranches, under the ESOP Plan.

The Details of stock options granted to following Director(s) of the Company is as follows:

Name of the Director Date of grant by MFSL No. of Options in the Company Exercise price per option for per equity share of ₹ 10/- each Original Vesting Schedule Outstanding Grants
Mr. Mohit Talwar 18th August, 2012 2,286 ₹ 10/- 2,286 Options on 18th August, 2016 Nil
1st April, 2013 3,800 ₹ 10/-

1,900 Options on 1st April, 2016

1,900 Options on 1st April, 2017

1,900 shares due on April 1, 2017
1st April, 2014 5,250 ₹ 10/-

1,750 Options on 1st April, 2016

1,750 Options on 1st April, 2017

1,750 Options 1st April, 2018

1,750 shares due on April 1, 2017

1,750 shares due on April 1, 2018

12th December, 2014 88,600 ₹ 25/- Bullet vesting on March 31, 2020 Bullet vesting on March 31, 2020
27th March, 2015 4,520 ₹ 10/-

1,130 Options on 27th March, 2016

1,130 Options on 27th March, 2017

1,130 Options on 27th March, 2018

1,130 Options on 27th March, 2019

1,130 shares due on March 27, 2017

1,130 shares due on March 27, 2018

1,130 shares due on March 27, 2019

*During the FY 2017, 7,066 Options were exercised by Mr. Mohit Talwar under ‘Max Ventures and Industries Employee Stock Plan – 2016’ of the Company which entitled him 7,066 equity shares of ₹ 10/- at an exercise price of ₹ 10/- per equity share.

None of the other Director was granted any stock options during FY 2017.

Details of equity shares held by Directors of the Company as on 31st March, 2017 are:

S. No. Name of the Director No. of equity shares of ₹ 10/- each
1 Mr. Analjit Singh 11,75,357
2 Mr. Mohit Talwar 7,087
3 Ms. Sujatha Ratnam 7,000
4 Mr. K. Narasimha Murthy 1000
5 Mr. Dinesh Kumar Mittal Nil
6 Mr. Ashok Brijmohan Kacker Nil
7 Mr. Arthur Seter Harutyun Nil
8 Mrs. Sujata Keshavan Guha Nil
9 Mr. Sahil Vachani Nil
10 Mr. N.C. Singhal# 10,700
11 Mr. Sanjeev Mehra* Nil
12 Mr. Subash Bijlani^ 4,400

# Retired from the position of Director w.e.f. 10th August, 2016 pursuant to the provisions of the Articles of Association of the Company upon completion of age of 80 years.

* Resigned from the position of Director on 8th December, 2016.

^ Resigned from the position of Director on 8th March, 2017.

Stakeholders Relationship Committee:

As on 31st March, 2017, the Committee comprised of Mr. Mohit Talwar (Non Executive Director and Chairman), Mr. Ashok Kacker and Mr. Sahil Vachani. Key responsibilities of this Committee are formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time, redressal of shareholders and investor complaints/grievances. The scope of the Stakeholders Relationship Committee has been defined by the Board of Directors in accordance with the provisions of the Regulation 20 read with Part D of Schedule II to the Listing Regulations. The Committee also approves the transfer and transmission of securities; 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. Mohit Talwar 03 03
Mr. Ashok Kacker 03 03
Mr. Sahil Vachani 03 03

The Committee has delegated the authority to effect transfer of shares up to 1000 per folio to the 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 working days except in cases which were under legal proceedings/disputes. During the financial year ended 31st March, 2017, 12 complaints/ queries were received by the Company, which were general in nature viz. issues relating to annual reports, share certificates etc., all of those were resolved to the satisfaction of the respective shareholders. Further, there are no pending investor’s complaints.

Mr. Alok Goel is the Company Secretary and Compliance Officer of the company.

Investment & Finance Committee:

As of 31st March, 2017, this Committee comprised of Mr. D. K. Mittal, Mr. K. Narasimha Murthy, Mr. Mohit Talwar and Mr. Sahil Vachani. The chairman of the committee is elected by the members at the meeting. The responsibilities of this Committee are to review financial performance of businesses carried on by the Company and its subsidiaries, review and recommend revenue and capital budgets of the Company and its subsidiaries, review and recommend various fund raising options and financial resources allocation to Company’s subsidiaries 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. N.C. Singhal* 01 01
Mr. Mohit Talwar 06 05
Mr. K. Narasimha Murthy 06 05
Mr. Sanjeev Mehra** 02 -
Mr. D.K. Mittal 06 05
Mr. Sahil Vachani 06 05
Ms. Lavanya Ashok@ 02 -

* ceased to be member of the Committee effective 10th August, 2016.

** ceased to be member of the Committee effective 8th December, 2016.

@ Mr. Lavanya Ashok was an Alternate Director to Mr. Sanjeev Mehra till 8th December, 2016.

Separate meeting of Independent Directors

The Independent directors had a separate meeting on 9th August, 2016 during the financial year 2016-17. Further, the Independent Directors had a separate meeting on 20th July, 2017 where the following agenda items were considered, in terms of Schedule IV of the Companies Act, 2013 and provisions of the Listing Regulations:

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

  • Evaluation of the performance of Chairperson of the Company; and

  • 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 https://maxvil.com/stockexchange- disclosure/.

GENERAL MEETINGS

The details of general meetings held in FY 2017 and Special Resolutions passed by the shareholders at the said meetings are as under:

Date and details of General Meeting Resolution No. Special Resolutions passed by the shareholders at the General Meeting
27th September, 2016 (The First Annual General Meeting of the Company was held at the Registered Office of the Company at Bhai Mohan Singh Nagar, Railmajra, Tehsil Balachaur, District Nawanshahr, Punjab – 144533 at 1230 hrs) 12 Approval for appointment of Mr. Sahil Vachani as the Managing Director and Chief Executive Officer (CEO) of the Company for a period of five years effective 15th January, 2016 up to 14th January, 2021 and approval of remuneration payable for the initial period of three years, i.e., effective 15th January, 2016 until 14th January, 2019.
13 Approval of Max Ventures and Industries Employee Stock Plan – 2016.
14 Approval for authorisation to the Board of Directors for borrowing upto an amount not exceeding ₹ 3,00,00,00,000/- (Rupees Three Hundred Crores Only) under Section 180(1)(c) of the Companies Act, 2013.
15 Approval for authorisation to the Board of Directors to create mortgage / charge over the assets of the Company under Section 180(1)(a) of the Companies Act, 2013 upto the limits approved under Section 180(1)(c) of the Companies Act, 2013.
7th February, 2017 (Extra-Ordinary General Meeting of the company was held at the Registered Office of the Company at 419, Bhai Mohan Singh Nagar, Village Railmajra, Tehsil Balachaur, Nawanshahr, Punjab - 144 533 at 1130 hours) 2 Issue and allotment of 1,55,23,870 (One Crore Fifty Five Lacs Twenty Three Thousand Eight Hundred Seventy) equity shares of face value of ₹ 10/- (Rupees Ten Only) each at a price of ₹ 78/- (Rupees Seventy Eight only) equity shares of the Company on a preferential basis to New York Life International Holdings Ltd, Mauritius.
3 Issue and allotment of 34,48,894 (Thirty Four Lakhs Forty Eight Thousand Eight Hundred and Ninety Four) warrants of the Company on preferential basis to Siva Enterprises Private Limited (being a company forming part of the Promoter Group) with a right to apply for and get allotted one equity share of face value of ₹ 10/- (Rupees Ten Only) each for each Warrant, within a period of 18 months from the date of allotment of Warrants, at a price of ₹ 78/- (Rupees Seventy Eight only) each.

POSTAL BALLOT AND POSTAL BALLOT PROCESS

During FY 2017, the Company has passed following resolutions through postal ballot process.

Date of declaration of Postal Ballot Result Resolution No. Subject matter of the special resolution(s) Votes in favour of the resolution Votes against the resolution
No. of votes % of total votes No. of votes % of total votes
29th March, 2017 1 Approval under Section 180(1)(a) of the Companies Act, 2013 and Regulation 25(2) of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011, for sale / disposal / alienation or otherwise transfer of equity shares of Max Speciality Films Limited 2,72,82,029 99.9095 24,719 0.0905
2 Approval of increase of limits for making investment / providing loans / security / guarantee upto an amount not exceeding ₹ 1,80,00,00,000/- (Rupees One Hundred and Eighty Crores Only) under Section 186 of the Companies Act, 2013 2,68,00,194 98.1463 5,06,173 1.8537
3 Approval for alteration of articles of association of the company under Section 5 and 14 of the Companies Act, 2013 2,72,82,729 99.9128 23,805 0.0872

During the conduct of the Postal Ballot, the Company had in terms of Regulation 44 of the Listing Regulations provided e-voting facility to its shareholders to cast their votes electronically through the National Securities Depository Limited e-voting platform. Postal ballot forms and business reply envelopes were sent to shareholders to enable them to cast their vote in writing on the postal ballot. The Company also published a notice in the newspaper declaring the details of completion of dispatch and other requirements as mandated under the Companies Act, 2013 and applicable Rules.

The Company had appointed Mr. Sanjay Grover, Managing Partner, M/s Sanjay Grover & Associates, Company Secretaries as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner. The scrutinizer submitted his report to the Chairman, after completion of the scrutiny and the results of voting by postal ballot were then announced by the Chairman/ Authorised officer. The voting results were sent to the Stock Exchanges and displayed on the Company’s website.

Further, none of the business proposed to be transacted at the ensuing Annual General Meeting requires passing of resolution through postal ballot.

No special resolution requiring approval of the shareholders through postal ballot is being proposed at the ensuing annual general meeting.

MEANS OF COMMUNICATION

Timely disclosure of reliable information and corporate financial performance is at 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 The Financial Express, Business Standard and Desh Sewak. The results can also be accessed on the Company’s website www.maxvil.com. The official news releases and the presentations made to the investors / analysts (if any) are also displayed on the Company’s website.

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 https://maxvil.com/shareholderinformation/ under Policy Disclosures. 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 duly complied with all the mandatory requirements of Listing Regulations including other Regulations and Guidelines issued by SEBI from time to time on all matters relating to capital markets from 22nd June, 2016 (i.e. Date of Listing of the Company’s equity shares post the demerger in accordance with the Composite Scheme of Arrangement). 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 from 22nd June, 2016 (i.e. Date of Listing of the Company).

(c) Whistle Blower Policy

The Company has a vigil mechanism pursuant to which a Whistle Blower Policy has been adopted and is in place. The Company has established the necessary mechanism for employees to report concerns about unethical behavior. 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) Material Subsidiary Companies

The Company has one material unlisted subsidiary Company viz., Max Speciality Films Limited (MSFL) during the FY 2017. Mr. K. Narasimha Murthy and Mr. Ashok Kacker are the common Independent Directors for the Company and MSFL as on 31st March, 2017. Further, the Company has formulated a policy for determining ‘material subsidiaries’ which is disclosed at the following link on the website of the Company https://maxvil.com/shareholder-information/ under Policy Disclosures.

(e) Commodity price risks and commodity hedging activities

The Company does not deal in commodity activities. The Commodity price risks and commodity hedging activities are not applicable to the Company.

GENERAL SHAREHOLDER INFORMATION

A section on the ‘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. Analjit Singh, Non Executive Director is the Chairman and Mr. Sahil Vachani is the Managing Director and CEO of the Company effective 15th January, 2016.

Reporting of Internal Auditor:

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

Details of Compliance with the Corporate Governance requirements specified in Regulations 17 to 27 and clause (b) to (i) of sub – regulation (2) of Regulation 46 of Listing Regulations:

The Company is in compliance with the corporate governance requirements specified in Regulations 17 to 27 and clause (b) to (i) of Regulation 46(2) of Listing Regulations.

Equity Shares in Unclaimed Suspense Account

Pursuant to the provisions of Regulation 39 of the Listing Regulations the company has transferred the unclaimed equity shares on 18th July, 2017 in the Demat Account titled as ‘MAX VENTURES AND INDUSTRIES LIMITED– UNCLAIMED SUSPENSE ACCOUNT’. The Equity Shares transferred to said Unclaimed Suspense Account belong to the members who are still holding the old Share Certificates pertaining to the Equity Shares of the Face Value of ₹ 10/- each.

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

S. No. Particulars No. of Shareholders Number of Equity Shares
1 Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the time of dematerialization. 2,317 1,17,159
2 Number of shareholders who approached the issuer for transfer of shares from the Unclaimed Suspense Account after dematerialization of unclaimed shares. NA NA
3 Number of shareholders to whom shares were transferred from the Unclaimed Suspense Account after dematerialization of unclaimed shares. NA NA
4 Aggregate number of shareholders and the outstanding shares in the Suspense Account as on date. 2,317 1,17,159

Place: New Delhi
Date : 21st July, 2017

For Max Ventures and Industries Limited

Analjit Singh
Chairman

ANNEXURE - I

Declaration signed by the Managing Director and Chief Executive Officer on Code of Conduct pursuant to 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 : 21st July, 2017

For Max Ventures and Industries Limited

Sahil Vachani
Managing Director & CEO

ANNEXURE - II

CERTIFICATION BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER

To
The Board of Directors,
Max Ventures and Industries Limited,
(Formerly Capricorn Ventures Limited)

We, Sahil Vachani, Managing Director & CEO and Nitin Kumar Kansal, Chief Financial Officer of Max Ventures and Industries Limited (Formerly Capricorn 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 :21st July, 2017

For Max Ventures and Industries Limited

Sahil Vachani
Managing Director & CEO

Nitin Kumar Kansal
Chief Financial Officer

ANNEXURE - III

CORPORATE GOVERNANCE CERTIFICATE

To
The Members
Max Ventures and Industries Limited

We have examined the compliance of conditions of Corporate Governance by Max Ventures and Industries Limited (“the Company”), for the financial year ended March 31, 2017 as stipulated under the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

The compliance of conditions 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 conditions 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 the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated under the 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 : July 21, 2017

For Sanjay Grover & Associates

Company Secretaries

Firm Registration No.: P2001DE052900

Sanjay Grover
Managing Partner
CP No.: 3850