CORPORATE GOVERNANCE REPORT

OUR CORPORATE GOVERNANCE PHILOSOPHY

Max Ventures and Industries Limited (‘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 which 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

    Board 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 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 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 committee. Detailed charters are published for every 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 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, 2018, your Board of Directors comprises of eight members with one Executive Director and seven 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 FY2018 and at the last Annual General Meeting, including the details of their other Directorships and Committee Memberships as on March 31, 2018 are given below:

Name of Director Number of Board meetings during the year 2017-18 Attendance at last AGM held on 26th September, 2017 Number of Directorships in other companies as on 31st March, 2018* Number of committee positions held in other public companies as on 31st March,2018@
Held during tenure Attended Chairman Member
Mr. Analjit Singh [Promoter, Non-Executive Director & Chairman] 09 03 No 14 - -
Mr. Mohit Talwar [Non-Executive Director & Vice Chairman] 09 09 Yes 07 01 06
Mr. Dinesh Kumar Mittal [Independent Director] 09 08 Yes 11 01 07
Mr. K. Narasimha Murthy [Independent Director] 09 07 No 08 04 07
Mr. Ashok Brijmohan Kacker [Independent Director] 09 08 Yes 08 02 04
Mrs. Sujatha Ratnam# [Non-Executive Director] 02 01 No - - -
Mr. Sahil Vachani [Managing Director and CEO] 09 08 No 19 - 02
Mr. Arthur Seter Harutyun [Non-Executive Director] 09 03 No 01 - -
Mrs. Sujata Keshavan Guha** [Independent Director] 09 04 No 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.

# Resigned from the position of additional director on June 28, 2017

** Resigned from the position of Independent director on July 24, 2018.

Details of Board Meetings held during the year ended March 31, 2018:

S. No. Date Board Strength No. of Directors present
1 May 03, 2017 09 03
2 May 25, 2017 09 08
3 July 21, 2017 08 07
4 August 02, 2017 08 06
5 October 31, 2017 08 06
6 January 15, 2018 08 06
7 February 14, 2018 08 05
8 February 26, 2018 08 05
9 March 23, 2018 08 05

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 through circulation as permissible under the provisions of the Companies Act, 2013 (‘Act’) and Secretarial Standards on meetings of the Board of Directors (SS-1) and the same are also presented in the next meeting for its noting.

Generally 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 material for the Board and Committee meetings are generally published seven days in advance through e-mail and/or electronically in a secure dedicated portal. The Board is regularly updated on the key risks and the steps and processes 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, 2018 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, 2018, this Committee comprised of Mr. Ashok Brijmohan Kacker (Chairman), Mr. K. Narasimha Murthy, Mr. D.K. Mittal and Mr. Mohit Talwar. Mr. K. Narasimha Murthy was co-opted as the member of this Committee by the Board of Directors of the Company vide its Circular Resolution passed on October 30, 2017. All members of the Committee, except Mr. Mohit Talwar (who is Non Executive- Non Independent Director of the Company) 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 including terms and references 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 Act. 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 and when required. Mr. Ashok Brijmohan Kacker, Chairman of the Audit Committee was present at the last Annual General Meeting of the Company.

Meetings & attendance during the year ended March 31, 2018:

Director Number of meetings held Number of meetings attended
Mr. Ashok Brijmohan Kacker 06 06
Mr. D.K. Mittal 06 05
Mr. Mohit Talwar 06 06
Mr. K. Narasimha Murthy 03 03

Nomination and Remuneration Committee:

As of 31st March, 2018, 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 Nonexecutive non-independent Director.

The scope including terms and references 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 Act. 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. A statement indicating the manner in which Formal Annual Evaluation has been made by the Board of its own performance and that of its committees and individual directors including Chairman is 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 of the Company. 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 March 31, 2018:

Director Number of meetings held Number of meetings attended
Mr. K. Narasimha Murthy 06 05
Mr. D. K. Mittal 06 05
Mr. Ashok Kacker 06 06
Mr. Mohit Talwar 06 06

PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:

Pursuant to the provisions of the Act and Regulation 17(10) of the Listing Regulations, the performance evaluation of Independent Directors was done by the entire Board of Directors and in the evaluation the directors, who are subject to evaluation had not participated. The evaluation of Independent Directors was based on criteria such as demonstrates current knowledge of the company’s business sector & trends; understands the Company’s business, its subsidiaries, operational structure and key risks; meaningful & constructive contribution in meetings etc.

Remuneration paid to Directors during FY2018

During FY2018, 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 meeting(s) 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 FY2018 are as under:

S.no Name of Director Sitting Fee paid (In `)
1 Mr. Analjit Singh 3,00,000
2 Mr. Mohit Talwar 31,00,000
3 Ms. Sujatha Ratnam 1,00,000
4 Mr. K. Narasimha Murthy 20,00,000
5 Mr. D.K. Mittal 22,00,000
6 Mr. Ashok Brijmohan Kacker 26,00,000
7 Mrs. Sujata Keshavan Guha 4,00,000
8 Mr. Arthur Harutyun Seter -

The remuneration payable/paid to Executive Director of the Company including performance incentives was determined from time to time by the Nomination and Remuneration Committee in terms of applicable provisions of the Act read with Company’s remuneration policy. Further, there is no specific provision of severance fee for Directors. The details of the remuneration policy forms 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, 2017 to 31st March, 2018 is as under:

Description Amount in
Salary 95,09,834
Benefits (Perquisites) 8,21,230
Performance Incentive/special payments 1,11,66,885
Retirals 6,07,200
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 September 27, 2016 approved the appointment of Mr. Sahil Vachani as Managing Director and CEO for a period of 05 years effective January 15, 2016 up to January 14, 2021 and also approved the remuneration for the initial period of three years, i.e., from January 15, 2016 until January 14, 2019.

Further, the Board in its meeting held on May 25, 2017 and Shareholders in their Second Annual General Meeting held on September 26, 2017 approved the revision in remuneration payable to Mr. Sahil Vachani, Managing Director & CEO for a period of 03 years, i.e., from April 1, 2017 until March 31, 2020 up to the ceiling of ₹ 4,80,00,000/- (Rupees Four Hundred and Eighty Lakhs Only) per annum.

Except disclosed above, there is no other pecuniary relationship or transactions of the non- executive directors vis-à-vis the Company.

During FY2018, 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 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 August 18, 2012 2,286 ₹ 10/- 2,286 Options on August 18, 2016 Nil
April 1, 2013 3,800 ₹ 10/-
  • 1,900 Options on April 1, 2016

  • 1,900 Options on April 1, 2017

Nil
April 1, 2014 5,250 ₹ 10/-
  • 1,750 Options on April 1, 2016

  • 1,750 Options on April 1, 2017

  • 1,750 Options on April 1, 2018

1,750 shares due on April 1, 2018
December 12, 2014 88,600 ₹ 25/- Bullet vesting on March 31, 2020
  • 22,150 shares due on December 1, 2018

  • 22,150 shares due on December 1, 2019@

March 27, 2015 4,520 ₹ 10/-
  • 1,130 Options on March 27, 2016

  • 1,130 Options on March 27, 2017

  • 1,130 Options on March 27, 2018

  • 1,130 Options on March 27, 2019

  • 1,130 shares due on March 27, 2018

  • 1,130 shares due on March 27, 2019

@ In terms of the Employee Stock Plan, 2003, of erstwhile Max India Limited, there are two kinds of ESOPs granted to Mr. Mohit Talwar by Max Financial Services Limited (‘MFSL’) i.e. (a) ESOPs granted annually at par value which vest equally on an annual basis; and (b) ESOPs granted in December 2014 with over five year (bullet) vesting period ending on March 31, 2020 as part of the long term retention strategy

Vesting schedule of ESOPs detailed in (b) above was modified by the NRC through its circular resolution dated August 09, 2017, in the following manner:

Description No. of options
Total number of options 88,600
Immediate vesting on August 9, 2017 44,300
Vesting on December 1, 2018 22,150
Vesting on December 1, 2019 22,150

During FY2017-18, 4,780 options were exercised by Mr. Mohit Talwar in April, 2017 under ‘Max Ventures and Industries Employee Stock Plan – 2016’ of the Company which entitled him to 4,780 equity shares of ` 10/- at an exercise price of ₹ 10/- per equity share. Further, Mr. Talwar exercised 44,300 options in Aug’ 2017 which entitled him to 44,300 equity shares of ₹ 10 at an exercise price of ₹ 25 per equity share.

None of the other Director was granted any stock options during FY2018.

Details of equity shares held by Directors of the Company as on March 31, 2018 are:

S. No. Name of Director No. of equity shares of ₹ 10/- each
1 Mr. Analjit Singh 11,75,357
2 Mr. Mohit Talwar 56,167
3 Mr. K. Narasimha Murthy 1,000
4 Mr. Dinesh Kumar Mittal Nil
5 Mr. Ashok Brijmohan Kacker Nil
6 Mr. Arthur Seter Harutyun Nil
7 Mrs. Sujata Keshavan Guha Nil
8 Mr. Sahil Vachani Nil

Further, none of the directors are holding any other convertible instruments of the Company.

Employee Phantom Scheme of the Company

Pursuant to the ‘Employee Phantom Scheme 2017’ (“EPS”), approved by our Board on February 17, 2017, the eligible employees of our Company were granted notional stock appreciation right units at a predetermined grant price. Such eligible employees were to receive cash payment for appreciation in the share price over the grant price for the awarded notional unit, based on the performance criteria achieved by our Company. Certain Key Management Personnel were granted 1,72,761 units as per the EPS out of which 144,333 units are unvested and 28,428 units are vested.

Further, pursuant to the approval of Nomination and Remuneration Committee of our Board, in its meeting held on March 23, 2018, certain Key Management Personnel were granted 193,570 units under ESOP 2016 effective April 1, 2018 under which, all unvested units i.e. 144,333 units under EPS stand converted into ESOP grants. Thus, status of vested units i.e. 28,428 units under EPS remains unchanged.

Stakeholders Relationship Committee:

As on March 31, 2018, the Committee comprises of Mr. Mohit Talwar (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 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 March 31, 2018:

Director Number of meetings held Number of meetings attended
Mr. Mohit Talwar 05 05
Mr. Ashok Kacker 05 05
Mr. Sahil Vachani 05 05

The Committee has delegated the authority to effect transfer, transmission and transposition of shares up to 1,000 per folio and deletion and/or change of name of security holders to the Company Secretary / Compliance Officer, and such transfers, transmissions and transpositions etc. 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, 2018, 11 complaints/ queries were received by the Company, which were general in nature viz. issues relating to share transfers, non-receipt of annual reports, interest / dividend payments, issue of duplicate certificates etc., all of those were resolved to the satisfaction of the respective shareholders. Further, there are no pending investor’s complaints.

Mr. Gopalakrishnan Ramachandran is the Company Secretary and Compliance Officer of the Company.

Investment & Finance Committee:

As on March 31, 2018, 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, its subsidiaries and Joint Venture Company, review and recommend revenue and capital budgets of the Company and its subsidiaries and Joint Venture Company, review and recommend various fund raising options and financial resources allocation to Company’s subsidiaries and Joint Venture Company 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 March 31, 2018:

Director Number of meetings held Number of meetings attended
Mr. Mohit Talwar 05 05
Mr. K. Narasimha Murthy 05 04
Mr. D.K. Mittal 05 04
Mr. Sahil Vachani 05 04

Corporate Social Responsibility Committee

The Board of Directors in its meeting held on May 17, 2018 constituted a Corporate Social Responsibility (‘CSR’) Committee comprising of Mr. Mohit Talwar, Mr. D. K. Mittal and Mr. Sahil Vachani as its members. The Chairman of the CSR committee is elected by the members at the meeting. The responsibilities of this Committee includes formulation and recommendation to the Board a CSR Policy which shall indicate the activities to be undertaken by the company in line with the activities prescribed in Schedule VII to the Act for CSR activities, recommend the amount of expenditure to be incurred on the aforesaid activities, monitor the CSR Policy of the company from time to time and any other matter as may be delegated to the Committee from time to time.

Separate meeting of Independent Directors

The Independent directors had a separate meeting on 20th July, 2017 during the financial year 2017-18. Further, the Independent Directors had a separate meeting on 24th July, 2018 where the following agenda items were considered for FY2017-18, in terms of Schedule IV of the Act 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 familiarization programme is available at the following link of website of the Company https://maxvil.com/shareholder-information/.

GENERAL MEETINGS

The details of Annual General Meetings held in the last 3 (three) years and Special Resolutions passed by the shareholders at the said meetings are as under:

Date and details of Annual General Meeting Resolution No. Special Resolution passed by the shareholders at the Annual General Meeting
September 27, 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 January 15, 2016 up to January 14, 2021 and approval of remuneration payable for the initial period of three years, i.e., effective January 15, 2016 until January 14, 2019.
13 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 January 15, 2016 up to January 14, 2021 and approval of remuneration payable for the initial period of three years, i.e., effective January 15, 2016 until January 14, 2019.
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 Act.
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 Act upto the limits approved under Section 180(1)(c) of the Act.
September 26, 2017 (The Second 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) 07 Approval for revision/payment of remuneration payable to Mr. Sahil Vachani, Managing Director & CEO for a period of three (3) years, i.e., from April 1, 2017 until March 31, 2020.

POSTAL BALLOT AND POSTAL BALLOT PROCESS

During FY2018, the Company has passed following resolutions through postal ballot process:

Date of declaration of Postal Ballot Result Resolution No. Subject matter of the resolution(s) Votes in favour of the resolution Votes against the resolution
No. of votes % of total votes No. of votes % of total votes
December 19, 2017 1 Approval for cancellation of Area Purchase Agreement entered between Piveta Estates Private Limited and Boulevard Projects Private Limited [Erstwhile Holding Company of Wise Zone Builders Private Limited, a step down wholly owned subsidiary of the Company]. 1,81,70,415 98.9099 2,00,258 1.0901
2 Approval for increase in the Authorised Share Capital and consequent alteration of the capital clause in the Memorandum of Association of the Company. 4,60,37,752 99.9957 1,965 0.0043

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 Act and applicable Rules. Further, the Company has also complied with other regulatory requirements for conducting such Postal Ballot as prescribed under the Act and Listing Regulations.

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 Mr. Nitin Kumar Kansal, Chief Financial Officer of the Company, after completion of the scrutiny and the results of voting by postal ballot were then announced by the Chief Financial Officer of the Company. 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, and Desh Sewak. The results can also be accessed at the following link at Company’s website http://www.maxvil.com/financials/. The official news releases and the presentations made to the investors / analysts (if any) are displayed on the Company’s website.

DISCLOSURES

Related party transactions

There are no materially significant related party transactions of the Company 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/shareholder-information/ under Policy Disclosures. Transactions entered with the related parties are disclosed in Notes to the financial statements in the Annual Report.

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 June 22, 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 market from June 22, 2016 (i.e. Date of Listing of the Company).

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.

Material Subsidiary Companies

The Company has one material unlisted subsidiary Company viz., Max Speciality Films Limited (MSFL) during FY2018. Mr. K. Narasimha Murthy is the common Independent Director for the Company and MSFL as on March 31, 2018. 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.

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 ‘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 of 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 requirements 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 FY2018.

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.

Further, there is no non-compliance of any requirement of corporate governance report of sub-paras (2) to (10) of Part C to Schedule V 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 July 18, 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 have not claimed their 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 lying at the beginning of the year. 2,317 1,17,159
2 Number of shareholders who approached the issuer for transfer of shares from the Unclaimed Suspense Account during the year. 12 970
3 Number of shareholders to whom shares were transferred from the Unclaimed Suspense Account during the year. 12 970
4 Aggregate number of shareholders and the outstanding shares in the Suspense Account lying at the end of the year. 2,305 1,16,189

Further the voting rights on the above-mentioned shares shall remain frozen till the rightful owner of such shares claims the shares.

Place: Noida, U.P.
Date : 10th August, 2018

For Max Ventures and Industries Limited

Sahil Vachani
Managing Director and CEO
DIN: 00761695

Mohit TalwarDirectorDIN: 02394694

ANNEXURE - I

Declaration signed by the Managing Director and Chief Executive Officer 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, 2018 from all Directors and Senior Management Personnel of the Company.

Place: Noida, U.P.
Date: 10th August, 2018

For Max Ventures and Industries Limited

Sahil Vachani
Managing Director and CEO
DIN: 00761695

ANNEXURE - II

CERTIFICATION BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER

To
The Board of Directors,
Max Ventures and Industries Limited

We, Sahil Vachani, Managing Director & CEO and Nitin Kumar Kansal, Chief Financial Officer of Max Ventures and Industries Limited (“the Company”) certify that:

  • We have reviewed the financial statements and the cash flow statement of the Company for the financial year ended March 31, 2018 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: Noida, U.P.
Date: 10th August, 2018

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, 2018, as stipulated under Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and Para C, D and E of Schedule V to 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 Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and Para C, D and E of Schedule V to 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 : August 10th, 2018

For Sanjay Grover & Associates

Company Secretaries

Firm Registration No.: P2001DE052900

Sanjay Grover
Managing Partner
CP No.: 3850