· venture with Mitsui Sumitomo Insurance (MSI), a Japan headquartered global leader in life insurance. Launched in 2000, Max Life is a joint venture with MS&AD, Japan. It is India’s

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O U R E N T E R P R I S EM E A S U R E S O F S U CC E S SO U R PAT HO U R VA L U E SB OA R D O F D I R E CTO R S

M AX I N D I A F I N A N C I A L S - S TA N DA LO N EM AX I N D I A F I N A N C I A L S - CO N S O L I DAT E D

F I N A N C I A L R E V I E W

CO R P O RAT E R E V I E W

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C H A I R M A N’S L E T T E RM A N AG I N G D I R E CTO R’S L E T T E RB U S I N E S S R E V I E W

M A N A G E M E N T D I S C U S S I O NA N D A N A LY S I S

M AX I N D I AM AX H E A LT H CA R EM AX B U PAA N TA RA S E N I O R L I V I N GM AX S K I L L F I R S TB U S I N E S S R E S P O N S I B I L I TY R E V I E W

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OUR ENTERPRISEMEASURES OF SUCCESSOUR PATHOUR VALUESBOARD OF DIRECTORS

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Max India Limited, a multi-business corporate, owns and actively manages a 46% per cent stake in Max Healthcare, a 51% stake in Max Bupa Health Insurance and a 100% stake in Antara Senior Living.

Launched in 2000, Max Healthcare is an equal JV partnership between Max India and Life Healthcare, South Africa. It is a leading provider of standardised, seamless and world-class healthcare services, focused on tertiary and quaternary care. Max Healthcare Network has revenues of ` 2,181 crore from over 2,500 beds across 14 hospitals.

Launched in 2008, Max Bupa is a 51:49 JV with Bupa Finance Plc., UK. It is one of India’s leading standalone health insurance companies with Gross Premium of ` 476 crore, about 13,000 agents and tie-ups with over 3,600 quality hospitals across over 350 cities in India.

Launched in 2013, Antara is a 100% subsidiary of Max India. It is pioneering the concept of ‘Age in Place’ for people over 55, by developing Senior Living communities in India. The first Antara community will open in late 2016 near Dehradun, Uttarakhand.

OUR ENTERPRISE

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Max Ventures & Industries is the holding Company for Max Speciality Films and serves as the Group’s entrepreneurial arm to explore the ‘wider world of business’, especially taking cues from the economic and commercial reforms agenda of the present Government, including ‘Make in India’, ‘Skill India’, ‘Digital India’, among others.

Launched in 2008, Max India Foundation (MIF) represents the Max Group’s social responsibility aspirations. The Foundation’s work is focussed on healthcare for the underprivileged and has benefitted over 17,00,000 people in over 600 locations since its inception.

Max Financial Services owns and actively manages a majority stake in Max Life Insurance Company Limited, making it India’s first listed Company focused exclusively on life insurance. Max Life is a joint venture with Mitsui Sumitomo Insurance (MSI), a Japan headquartered global leader in life insurance.

Launched in 2000, Max Life is a joint venture with MS&AD, Japan. It is India’s largest non-bank private life insurer, with revenues of ` 9,216 crore and a customer base of 3.8 million across 215 offices in 138 cities in India.

Launched in 1988, Max Speciality Films is a subsidiary of MaxVIL, based in Railmajra, Punjab. It is a leading manufacturer of speciality packaging films, with revenues of ` 710 crore

Max Estates will leverage the Max Group’s in-house experience in activities aligned with Real Estate and its access to the sponsor’s private and Group land bank. The Company has already commenced work on our maiden project in Dehradun.

Max I. Ltd, a fully owned subsidiary, will provide intellectual and financial capital to early-stage organizations, with sound business models and proven revenue stream, across identified sectors.

MaxVIL’s Education vertical recognises the gap in provision of quality education in India and views this as a genuine opportunity not merely in terms of business but also in terms of making a significant positive social impact.

Max I. LimitedEducation Vertical

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MEASURES OF SUCCESS

Max India Limited Equity shares listed on the BSE and the NSE w.e.f. July 14, 2016

Treasury corpus of ` 367 crore*

Focus onhigh growth and under-penetrated sectors

26% CAGR in Max Healthcarerevenues since FY 2011

Antara Dehradun community set to commence operations in Q3 FY 2017

Max Bupa reaches over1 million retail customers

* As at June 30, 2016

Growth numbers calculated against restated numbers for previous year for like to like comparison

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Strong and deepening relationships with our Joint Venture Partners Life Healthcare and Bupa

Investor base comprising marquee global financial institutions such as Goldman Sachs, IFC Washington, Temasek, Fidelity, Ward Ferry, New York Life, Nomura and Invesco

Benefitted over 17 lakh lives in600 locationsacross India through Max India Foundation

Max Healthcare turns profitable, PAT at ` 10 crore

2 Major Hospital Acquisitions in Delhi/NCR provide a platform to more than double bed capacity to over 5,000 beds

Max Bupa GWP grows at a strong 28%

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OUR PATH

Our VisionTo be the most admired Company for health and life care needs of its customers, patients and their families.

Our MissionBe the most preferred category choice for customers, patients, shareholders and employees

Deliver exceptional and ever changing standards of medical and service excellence

Operate to uncompromising ethical standards consistently

Lead the market in quality and reputation

Maintain cutting edge standards of governance

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OUR VALUES

SevabhavWe encourage a culture of service and helpfulness so that our actions positively impact society. Our commitment to Seva defines and differentiates us.

ExcellenceWe gather the experts and the expertise to deliver the best solutions for life’s many moments of truth. We never settle for good enough.

CredibilityWe give you our word. And we stand by it. No matter what. A ‘No’ uttered with the deepest conviction is better than a ‘Yes’ merely uttered to please, or worse, to avoid trouble. Our words are matched by our actions and behaviour.

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BOARD OF DIRECTORS

DR. S. S. BAIJALMentor

MR. ANALJIT SINGH Founder & Chairman Emeritus

MR. RAHUL KHOSLAChairman

Dr. Baijal served ICI (India) Limited for over 35 years and was the Chairman of ICI companies in India from 1983 to 1987. He then played an active role on the erstwhile Max India Board from 1998 till 2009, where he added immense value to the company. He was the Chairman of the erstwhile Max India during the years 1998-2000. On his retirement from the Board in 2009, he was elevated to the position of ‘Chairman Emeritus’ in 2009 and to ‘Mentor’ of new Max India in January 2016 after the demerger of the erstwhile Max India.

Mr. Analjit Singh is the Founder and Chairman Emeritus, Max Group, and Chairman of Max Ventures & Industries and Antara Senior Living. An industry statesman, he was awarded the Padma Bhushan, one of India’s top civilian honours in 2011. He is also the Chairman of Vodafone India, and is on the Board of Tata Global Beverages and Sofina NV/SA, Belgium. He has significant interests in real estate in India and lifestyle related ventures in the Western Cape, South Africa, pertaining to viticulture, wine making and hospitality. Mr. Analjit Singh is a member of the Founder Executive Board of the Indian School of Business (ISB) and has served as Chairman of Board of Governors of the Indian Institute of Technology (IIT), Roorkee. He was awarded the Ernst and Young Entrepreneur of the Year Award (Service Category) in 2012 and the US India Business Council Leadership Award in 2013. In 2014, he was awarded with Spain’s second highest civilian honour, the Knight Commander of the Order of Queen Isabella. He is an alumnus of Doon School and Shri Ram College of Commerce (SRCC), Delhi University, and holds an MBA from Boston University. He also serves as the Honorary Consul General of the Republic of San Marino in India.

Mr. Rahul Khosla is a seasoned business leader with deep management experience, broad leadership skills and wide business perspectives developed over the last 30 years of working in India and globally. He is currently President, Max Group, Executive President, Max Financial Services, Chairman, Max India, Max Life and Max Healthcare. Under his leadership, the Max Group has delivered superior financial performance, significantly grown market capitalization, and concluded seminal corporate transactions. He led the mega-restructuring of the erstwhile Max India into three new listed entities and is currently spearheading the proposed merger of Max Life and Max Financial Services with HDFC Life, which will result in the creation of India’s largest private life insurance company. Before joining Max, Mr. Khosla spent 11 years based in Singapore as the Group Head of Products at Visa Inc for Asia Pacific, Central Europe, Middle East and Africa, following his role at Visa Inc as Chief Operating Officer for the Asia Pacific region. He held several senior roles prior to this – as Country Head for ANZ Grindlays’ consumer banking businesses in India; Head of Retail Assets, Strategy, Finance and Legal at Bank of America.

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MR. MOHIT TALWAR Managing Director

MR. ASHOK KACKERIndependent Director

MR. ASHWANI WINDLASSNon-Executive Director

Mr. Mohit Talwar is the Managing Director of Max Financial Services and Max India, and Vice Chairman of Max Ventures & Industries Limited. In addition, he is the Chairman of Max Speciality Films and serves on the Boards of Max Life Insurance, Max Healthcare, Max Bupa and Antara Senior Living. In his tenure with the Max Group, he has successfully leveraged his strong relationships with institutional investors, hedge funds, banks and private equity firms, and led several complex corporate finance and financial structuring deals to ensure adequate investment and liquidity for the Group’s operations. He has played a central role in executing key transactions including the setting up of Max Bupa Health Insurance, bringing on board MS&AD Insurance Group Holdings, as the new JV partner for the Group’s life insurance business, Life Healthcare’s investment of 26% in Max Healthcare, and later the equalization of its stake in the business. In his new role, Mr. Talwar has been instrumental in completing the mega-restructuring of the erstwhile Max India into three new listed companies, which received a significantly positive reaction from the capital markets. Currently, he is closely involved with the execution of a three-way merger of Max Life Insurance Company and Max Financial Services with HDFC Standard Life to create India’s largest private life insurance company.

Mr. Ashok Kacker, M. Sc. (Physics), University of Allahabad (Topper of the 1972 batch), has more than 3 decades of experience in the Government as an Indian Revenue Service (IRS) Officer. He has served as Chief Commissioner of Income Tax and held senior positions both in executive capacities and policy formulation roles. He has also served as Executive Director with Securities Exchange Board of India (SEBI) and in various capacities in committees set up by SEBI. He is the Founder and Managing Partner of A.K. Advisors and Consultants, an Advisory Company in the area of financial services and Group Advisor with the India Bulls Group of Companies.

Mr. Ashwani Windlass was part of the founding team at Max India, having served the Max Group in different capacities including as its Joint MD as well as MD, Hutchison Max Telecom from 1994 until 1998. He continued to be a Board member of the erstwhile Max India till January 2016. He has been the Chairman, MGRM (Asia-Pac) and Vice Chairman, and the MD of Reliance Telecom. He serves on leading advisory and statutory Boards, including acting as Chairman SA&JVs, MGRM Holdings Inc., USA, and ember at Antara Senior Living Limited, Max Ventures Pvt. Ltd. Vodafone India Ltd. and Hindustan Media Ventures Ltd. He holds degrees in B.Com (Gold Medal), Bachelor of Journalism and MBA.

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BOARD OF DIRECTORS

PROF. DIPANKAR GUPTAIndependent Director

MR. N.C. SINGHALIndependent Director

MR.SANJEEV MEHRANon-Executive Director

Professor Gupta has spent 3 decades at JNU as faculty and is considered among India’s foremost authority on Indian Sociology. He was till recently a member of the Board of the RBI, NABARD, National Standards Broadcasting Authority, and the Doon School. He started the Business Ethics and Integrity Division of KPMG, India, which he led until 2003 and then served as its Senior Advisor. He is the author and editor of 18 books including, “The Caged Phoenix: Can India Fly?” re-published by Stanford University Press. His most recent book is titled “Revolution from Above: India’s Future and the Citizen Elite. He was awarded Chevalier De L’Ordre des Artset des Lettres (Knight of the Order of Arts and Letters) by the French Government. Professor Gupta served for three years till 2015 as Distinguished Professor in Shiv Nadar University.

Mr. N.C. Singhal has an experience of over 3 decades in the banking industry and was the founder CEO, designated as the Vice-Chairman & Managing Director, of erstwhile SCICI Limited. He has also been associated with ICICI Ltd., ONGC, ADB, Manila and was deputed by the Government of India to the Industrial Development Bank of Afghanistan, Kabul. Mr. Singhal holds degrees in M.A. (Economics), M.Sc. (Statistics) and PGDPA.

Mr. Sanjeev Mehra is Managing Director and Vice Chairman of global private equity investing at Goldman, Sachs & Co. He serves on the Board of ARAMARK Corporation, Sigma Electric, Suja Juice LLC., TVS Logistics, Neovia Holdings and as a Trustee of Oakham School Foundation, Friends of the Doon School. He holds a BA in Economics from Harvard College and an MBA from Harvard Business School.

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MS. TARA SINGH VACHANINon-Executive Director

MS. LAVANYA ASHOKAlternate Director*

The CEO and Managing Director of Antara Senior Living, Ms. Tara Singh Vachani holds a thorough understanding of senior living. Her knowledge is backed by over three years of extensive research of senior living communities in India and Internationally. Tara is the youngest member to join the board of Max India as the non-executive director. Before venturing into senior living, she worked with the Corporate Development team at the erstwhile consolidated Max India Ltd being actively engaged in philanthropy through her involvement with Max India Foundation.

She majored in Politics and South Asian studies at the National University of Singapore followed by courses from renowned institutions like London School of Economics and Management at Ecole hotelier de Lausanne, Switzerland.

Ms. Vachani is the youngest child of Mr. Analjit Singh, a well-known business leader and visionary. She is married to Mr. Sahil Vachani and lives in Delhi.

Ms. Lavanya Ashok is an Executive Director in the Principal Investment Area (private equity investing effort) of Goldman, Sachs & Co. She also serves on Goldman Sachs’s India Diversity Committee. Ms. Ashok currently focuses on investments across sectors including financial services, consumer, healthcare, agri, logistics, and infrastructure. She sits on the Boards of Nova Medical Centers, Azure Hospitality, Pepperfry and Global Consumer Products Pvt. Ltd. Earlier, she worked as an investment associate at SPO Partners & Company, a $10 bn California-based hedge fund focused on value-oriented investing. Ms. Ashok earned a BS in Economics and Finance summa cum laude from The Wharton School at the University of Pennsylvania in 2004 and an MBA in 2010 from Stanford University where she was a Barrett Fellow and President of the South Asia Students’ Association.

* Alternate Director to Mr. Sanjeev Mehra

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BOARD OF DIRECTORS

MAX HEALTHCARE INSTITUTE LIMITEDMr. Rahul Khosla Chairman – Non-Executive Director

Mr. Mohit Talwar Non-Executive Director

Dr. Omkar Goswami Independent Director

Mr. K. Murthy Narasimha Independent Director

Mr. Rajit Mehta CEO & Managing Director

Dr. Ajit Singh Non-Executive Director

Dr. Pradeep Kumar Chowbey Executive Vice Chairman

Mr. Andre Meyer Non-Executive Director

Ms. Madhabi Puri Buch Independent Director

Mr. Petrus Phillippus Van Der Westhuizen Non-Executive Director

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MAX BUPA HEALTH INSURANCE COMPANY LIMITEDMr. Rajesh Sud Chairman

Mr. David Martin Fletcher Co-Vice Chairman

Mr. Rahul Khosla Co-Vice Chairman

Mr. Ashish Mehrotra CEO & Managing Director

Ms. Evelyn Brigid Bourke Non-Executive Director

Mr. John Howard Lorimer Non-Executive Director

Mr. K. Narasimha Murthy Independent Director

Mrs. Marielle Theron Non-Executive Director


Mr. Pradeep Pant Independent Director

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ANTARA SENIOR LIVING LIMITEDMr. Analjit Singh Chairman

Mrs. Tara Singh Vachani Managing Director

Mr. Ashwani Windlass Non-Executive Director

Mr. Hector De Galard Non-Executive Director


Mr. Pradeep Pant Independent Director

Mr. Rahul Khosla Non-Executive Director

Mr. Rohit Kapoor Non-Executive Director

Mrs. Sharmila Tagore Independent Director

Dr. Shubhnum Singh Non-Executive Director

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MAX INDIA FOUNDATION - BOARD OF TRUSTEES Mr. Analjit Singh Managing Trustee

Ms. Archana Pandey Trustee

Mr. P Dwarakanath Trustee

Mr. Rajesh Sud Trustee

Mr. Rajit Mehta Trustee

Dr. S. K. S. Marya Trustee

Ms. Sujatha Ratnam Trustee

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02

CHAIRMAN’S LETTERMANAGING DIRECTOR’S LETTERBUSINESS REVIEW

STRATEGICREVIEW

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Dear Shareholders,

As I write this to you, the Max Group is poised to embark on a new chapter in its history following a year of defining transformation aimed at unlocking, driving and enhancing shareholder value in its key business verticals.

These 12 months of momentous change included Max Healthcare’s marquee acquisitions in Delhi/NCR, Bupa’s stake increase to 49% which confirmed the huge growth opportunity for health insurance in India, Max Bupa’s Bancassurance tie-up with Bank of Baroda, and, most significantly, the Demerger of Max India, which has led to the formation of three new entities – Max Financial Services, Max India and Max Ventures and Industries.

The ‘new’ Max India is, in most ways, a clear reflection of the old Max India – with the same hunger for growth, the same business vision and values, high performance culture and ethos of responsible leadership. It also stays true to its binding corporate ethos and continues to remain close-knit and synergistically aligned with other entities in the Group.

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What is different, however, is a far more sharply focused and streamlined corporate structure that is geared towards leveraging the underlying strength and potential of our businesses and positioning them to deliver stellar performance going forward. The demerger also signals Max India’s commitment to high standards of transparency and governance supported by a bedrock of core values to achieve industry leadership in each of our businesses. Our vision remains the same - to be the most admired corporate for service excellence.

While we knew we had your full support for the Demerger, given the 99% approval vote granted to the Demerger Scheme, this view was further cemented when Max India listed on the stock exchanges at an opening price of ` 180. With the listing of all three companies now complete, the Demerger has created an incremental value of about ` 3,500 crore compared to the pre-demerger “sum of parts” valuation.

The restructuring will also enable more accurate value discovery for our high-potential health-related businesses – Max Healthcare, Max Bupa and Antara Senior Living. As you will read further in this letter, there is immense scope for growth and great potential in the industries in which these companies operate as well in as the companies themselves.

Before I comment on the health and outlook of Max India’s underlying businesses, it is important to step back for a moment and take a brief survey of the current healthcare business environment in India.

Industry Overview: Health & Allied BusinessesThe rise of a new India has to be built on the foundation of a healthy nation. The socio-economic benefit of a robust healthcare ecosystem not only accrues to the sector itself,

but also manifests itself in the creation of a more vibrant and productive community.

We have to ensure that we collaborate productively with the Government and other private healthcare providers to develop a cohesive blueprint for healthcare provision and funding.

Healthcare penetration in India is extremely low compared to global standards. At present India has approximately 0.65 doctors per 1,000 people – much lower than the WHO benchmark of 2.5 physicians per 1,000 population. Again, 80% of this workforce is in urban areas serving around 30% of the population. Similar numbers exist for other healthcare workers such as nurses and paramedics. This translates to a 2 million gap in bed capacity and 2 million gap in doctor availability. Though this may present a somewhat grim picture of the Indian healthcare system, we view it as a huge opportunity for us to change the landscape of Indian healthcare.

Myriad challenges reflect a multitude of opportunities, and now is an opportune moment for all stakeholders involved to transform India’s healthcare ecosystem.

The current Government has shown a willingness to encourage public-private partnerships and we need to take this one step further by developing a healthcare-specific PPP framework standardising agreements across all modes of engagement and a monitoring framework that focuses on outcomes over pricing, reviews ongoing projects enables monitoring of healthcare service quality through regular tracking of metrics.

Much like healthcare, the Indian health insurance sector continues to remain a fundamentally attractive industry with annual growth projections of approximately 15% over

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the next five years and the industry is expected to double from the current levels of ̀ 25,000 crore, fueled by multiple demand drivers that include rising incomes.

The industry is gradually shifting toward business-to-consumer (B2C) as witnessed over the last few years and is expected continue this trend. The B2C segment is the fastest-growing segment with a Compound Annual Growth Rate (CAGR) of 25% over the last five years.

Finally, senior living as an industry category is now witnessing a growth phase with existing players developing higher value products as well as new entrants trying to launch their first senior living ventures. However, most of these projects continue to be ‘real estate’ offerings by traditional real estate players and lack the sharp focus and world-class service standards of Antara’s product offering.

Operating Businesses – HighlightsMax India demerged into three legal entities to create focused growth and unlock value in each business vertical. Apart from being in hugely underpenetrated sectors with high growth potential (as evident from the listing price of ` 180 of the new Max India stock in July 2016), these businesses also happen to be in the growth phases of their respective journeys and represent a unique investment opportunity and a resilient business model. For instance:

Max Healthcare: Two material acquisitions in the National Capital Region (NCR) have led to a 70% expansion in current capacity – and represent the first inorganic acquisitions in the history of MHC. The first was the Pushpanjali Crosslay Hospital in Vaishali in East Delhi which resulted in a very smooth and swift integration. The second was even more “life changing” for MHC – the acquisition of the operating rights for Saket City Hospital, now renamed Max Smart Super Speciality Hospital and which represents an opportunity to create one of Asia’s top tertiary and quaternary care “Medicities” in the heart of South Delhi (and virtually contiguous with Max Healthcare’s flagship hospital in Saket) with a capacity of some 1,800 beds when fully built.

While integration of the newly acquired hospitals may put interim strain on profitability, the focus currently is on achieving breakeven in these hospitals in the coming financial year by aligning systems, processes and removing inefficiencies, plugging revenue leakages and instilling quality standards and service excellence on par with our best hospitals

Max Bupa: With a steadily expanding network of about 13,000 agents across the country and 26 offices across 16 cities, Max Bupa has grown consistently and rapidly, by more than doubling its retail customer base over the past three years.

The business reported a 28% and 30% growth in revenues and Profit Before Tax (PBT) respectively this year. MBHI also achieved the significant milestone of having 1 million retail customers towards the end of FY 2015-16.

Heartbeat Health Insurance Plan was recognized as Innovation of the Year at the Golden Peacock Awards 2015 for its industry-first features such as coverage for 14 relationships in a single family and cashless treatment for critical illnesses abroad – reinforcing its position as an industry leader in innovation. Max Bupa – with a new leader on board – has recently signed a bancassurance contract with Bank of Baroda – adding to its already impressive market-leading roster of bancassurance relationships. Signaling great confidence in the industry and the partnership with Max, Bupa Plc reaffirmed their commitment to the business and raised their stake from 26% to 49% - the first such stake increase to be announced after the Govt relaxed FDI rules for insurance.

Antara Senior Living is on the verge of launching its maiden project in Dehradun and is on track to initiate possession handover by the end of 2016. More than 40% of its units have already been sold.The quality of the Antara team, its efforts and the end product that will be launched will make us all at Max India very proud. I have no doubt that Antara will earn a well deserved reputation for being the quintessential brand that defines the highest quality senior living services in India.

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Prospects and ChallengesThere is immense headroom for growth in all our businesses that will maximize long-term value. The businesses will maintain performance momentum and continue to deliver on the nine strategic pillars of the Max Group – capital efficiency, investments in growth, high corporate governance standards, enterprise synergies, superior financial performance, successful risk management, focus on people and brand investments and relentless pursuit of service excellence.

The leadership and governance structures that have been instituted will help create and nurture an enabling environment for a singular corporate vision and synergistic growth. Boards in all the Group companies have been re-configured to achieve the right composition by having 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.

There are significant efforts underway at both Max Healthcare and Max Bupa to build digital capabilities and enable an end-to-end digital journey for our customers across the spectrum.

However, we must be aware that both healthcare and health insurance are sectors which will face increasing regulatory and Government scrutiny. We appreciate the Government’s efforts to ensure transparency and fairness for the customer, but there are clear concerns about growing regulatory activism in this space.

Despite potential headwinds, Max India will keep up its endeavour to create value for all its stakeholders the way it has in the past. As an engaged stakeholder who continues to stay invested in this eight-month-old company, you are testament to that commitment.

I thank you for putting your faith in our endeavours. I regard the future with enthusiasm. There is a great deal to look forward to as our initiatives bear fruit.

Rahul KhoslaChairman, Max India Limited

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MANAGING DIRECTOR’SLETTER

Dear Shareholders,It is an honour to be writing to you as the new Managing Director of Max India. FY 2015-16 will go down in Max Group’s history as a strategic inflection point — a pivotal event that will enable the Group to rise to new heights. In this letter, I will specifically address the value creation potential of this company, key initiatives undertaken in FY 2015-16 and plans going forward.

A SUCCESSFUL CLOSURE OF THE DEMERGER PROCESSFirst, a quick re cap of objectives of the demerger. The restructuring of the erstwhile Max India Limited was undertaken with three key objectives: o to provide you, the shareholder, with

specific and undiluted access to Max Group’s diverse line of businesses;

o to unlock shareholder value; and, o to enable sharper focus on each operating

business.

With the listing of Max India from July 14, 2016, the de-merger process officially comes to an end. The thumbs-up from the capital market to all three entities is a re-enforcement of the objectives with which the de-merger was carried out. While the first two are certainly important, in the context of (new) Max India, the third objective, in my view, is most critical from the perspective of multiplying value creation potential. Each of our three businesses — Max Healthcare, Max Bupa Health Insurance and Antara Senior Living, are in their growth phase. The common thread is that all three have enormous potential for growth, being businesses in sectors that are significantly underpenetrated or underserved. And, there is also a symbiotic relationship among the three businesses.

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It, therefore, became imperative that these businesses receive focused Board and shareholder guidance at this stage of their development. In line with our deep and abiding sense of compliance with corporate governance standards, we have modified our Boards to better reflect the interests of shareholders and we are now completely aligned in our processes with the new Companies Act, 2013.

HIGHLIGHTS OF OPERATING BUSINESSESHaving done the context setting for the ‘new’ Max India, let me discuss below FY 2015-16 performance, strategic initiatives undertaken to strengthen health and, key priorities for FY 17 of each of the operating business.

Max Healthcare The Company reported a robust growth of 25% in gross revenues in FY 2015-16—going up from ` 1,740 crore to ` 2,181 crore. In addition, the bottom-line turned positive for the first time, with Profit Before Tax of ` 10 crore, compared to a loss of ` 6 crore last year and EBIDTA stood at ` 215 crore, a ~26% year on year growth.

FY 2015-16 is a watershed year for Max Healthcare for many reasons. On one hand, it reported a positive bottom-line for the first time in its history, an outcome driven by consistent effort to improve top line maintaining healthy occupancy levels, lowering ALOS, increasing speciality mix yielding improvement in ARPOB as well as diligent cost optimization program (“Maxima”) across direct and indirect cost buckets yielding significant sustainable savings without compromising patient safety and satisfaction as reflected in the improvement of customer satisfaction scores from 57% in FY 2014-15 to 68% in FY 2015-16.

On the other hand, Max Healthcare acquired and successfully integrated two large acquisitions, a first in

the company’s history - Saket City Hospital in Saket, New Delhi, and Pushpanjali Crosslay Hospital in Vaishali, which has grown existing capacity by over 50 per cent and laid a solid foundation for future growth. The Saket City Hospital in particular along with our flagship hospital — Max Saket provides us a platform to develop Asia’s top tertiary and quaternary care “Medicity” with capacity of some 1800 beds when fully built. This project when coupled with expansion opportunities in other units would enable Max Healthcare to double its bed strength to 5,000 in the next 5-7 years. In addition, we are pursuing alternative growth models and incubating new businesses e.g., Max Labs, Cancer Day Care Centre, which we believe has significant growth potential.

For Max Healthcare, the priority in FY 17 is to continue to strengthen its existing operations building on efforts towards patient safety, medical quality, IT & medical technology and cost optimization. At the same time, the focus will be to seamlessly integrate the newly acquired assets with rest of the network in terms of processes or policies and financially turn them around leveraging its operational strengths.

From a longer term perspective, flawlessly executing the Saket Medicity plan is critical for future growth, which is an enormous task but one which our talented team is capable of delivering with flair. The healthcare business will focus on unit-wise growth plans to achieve the five-year goal we have set for ourselves in terms of bed capacity addition. We will continue to very diligently monitor and measure Max Healthcare performance at a disaggregated level given different parts of the portfolio is at different levels of maturity with different priorities. And, the Company will continue to invest significantly in developing the alternative growth channels seeded in FY 2015-16.

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Max Bupa Health InsuranceThe second operating Company - Max Bupa, is confidently striding towards realising its vision of becoming India’s most admired health insurer. In FY 2015-16, the company’s revenues grew 28 per cent over the previous financial year to reach ` 476 crore. The Company has also been able to maintain a steady claims ratio of 56%, due to its strong claims management processes and, customer satisfaction scores showed consistent improvement — 65% vs. 59% last year

We are now the trusted health insurer of over 1 million retail customers, increasing our total customer base to over 2 million. The Company is among the fastest growing players in the health insurance segment and our joint venture partner, the UK-based Bupa Finance PLC, has raised its stake from 26 to 49%. Bupa was the first foreign insurer to announce its intent to go up to 49%, a clear reaffirmation of its confidence in Max Bupa and in the huge growth opportunity that the health insurance sector represents in India.

Most importantly, Max Bupa under the leadership of the new CEO has significantly invested in building capability and capacity across all functions, strengthening the underlying processes, identifying opportunities to optimize costs and, strategically reviewing the portfolio with the focus on ‘getting fit’ for longer term profitable growth. While the efforts along these lines will continue in FY 17, one of the key priorities for Max Bupa will be to transform the bancassurance channel through customer-based approach and embedded products. The tie-up with Bank of Baroda is a taste of things to come. Focus will be on developing simple, easy to understand products which can be distributed effectively through bank and NBFC partners.

Antara Senior LivingAntara Senior Living is close to launching its maiden project in lush green locales of Dehradun. The Company is on track to completing construction of the 200 apartments within this financial year and start the delivery of Phase 1 residences to their respective owners in Q4 FY 17. The promise of a better life at Antara for our residents is built on the pillars of a unique location, thoughtful design, a curated community and holistic well-being. With 50,000 square feet of recreational spaces, 200 apartments and premium facilities, Antara Senior Living brings a unique dimension to senior living in the Indian subcontinent.

For Antara Senior Living, FY 2017 is going to be a memorable year, the year when our first world class senior living facility will become a living entity, first of its kind in India. Our focus is going to be on ensuring timely delivery of homes with possession letters being handed out starting Q3 FY 17. The company’s sole focus will be to tirelessly ensure exemplary service delivery to the new residents of the Dehradun community

From a longer term perspective, the Company will also explore opportunities for future communities and other avenues of business growth.

UPDATE ON THE MERGER OF HDFC LIFE AND MAX LIFEThe next one year brings with it another key development for the Max Group and specifically Max India. As you may already be aware, the Boards of Max Financial Services, Max Life Insurance and Max India recently approved entering into definitive agreements for amalgamation of business between the entities through a composite Scheme of Arrangement. As part of this arrangement, the following steps will occur:

STRATEGIC REVIEW 29

o Merger of Max Life into Max Financial Services

o Demerger of the life insurance undertaking from Max Financial Services into HDFC Life (i.e., the merged insurance entity)

o Merger of Max Financial Services (holding the residual business) into Max India

The above Composite Scheme of Amalgamation and Arrangement is subject to board, shareholder, regulatory, respective High Courts and other third-party approvals.

THE ROAD AHEADThe ‘new’ Max India is, in many ways, a reflection of the old Max India with immense opportunities to grow shareholders wealth across its portfolio.

At this crucial juncture we have to continue our efforts to ensure that our healthcare, health insurance and senior

living businesses continue on their respective profitable growth trajectories. Our collective vision has to be brought to fruition in the coming years while continuing to build customer trust, supporting social good in line with our core value of Sevabhav and instituting superior people practices along with cultivating a fair, transparent, value driven and high performance work culture.

Earning and keeping your trust has always been essential to your management team. Through open and honest communication, transparency and accountability, we hope to maintain your trust and confidence in us.

With best wishes,

Mohit TalwarManaging Director, Max India Limited

STRATEGIC REVIEW30

BUSINESS REVIEW

2,858 Doctors, 4,151 nurses and 4,008 other trained personnel in 14 hospitals across North India

3 million patients from over 80 countries.

Revenue up 25% to ` 2,181 crore

EBIDTA up 26% to ` 215 crore

Acquisitions provide platform to double bed capacity to 5,000+ beds

FY 12 FY 14FY 13 FY 15 FY 16

12 71 113 170 215

1.5

6.4

8.2

10 10.2

Healthy new business growth and improvement in renewal conservation drives strong overall premium growth

EBIDTA (` crore) EBIDTA Margin (%)

FY 12 FY 14FY 13 FY 15 FY 16

824 1,149 1,407 1,740 2,181

3235 35

39 40

Healthy new business growth and improvement in renewal conservation drives strong overall premium growth

Gross Revenue (` crore) Average Revenue per Occupied Bed (`’000)

FY 12 FY 14FY 13 FY 15 FY 16

992 1,302 1,472 1,680 2,279

69 70 74 74 71

Maintained healthy occupancy levels despite a 36% increase in operational beds

Number of Operational Beds

Occupancy Ratio (%) Outpatient Department (OPD) Cardiac Neurology

Oncology Orthopaedics Minimum Access Surgery (MAS)

Renal Others

Focus on Cardiac, Neurology and Oncology increasing

22%

486431 (20%)

280(13%)

572 (26%)

148 (7%)

51 (2%)

273 (13%)

213(10%)

213 (10%)

GROSS REVENUE AND AVERAGE REVENUE PER OCCUPIED BED EBIDTA AND EBIDTA MARGIN

REVENUE SPLIT BED OCCUPANCY

STRATEGIC REVIEW 31

FY 12 FY 14FY 13 FY 15 FY 16*

49 51 50 50

FY 12 FY 14FY 13 FY 15 FY 16

99 207 309 373 476

56

FY 12 FY 14FY 13 FY 15 FY 16

2.1 4.5 6.8 8.0 10.1

**Excludes lives covered under RSBYTotal lives covered, including rural sector, increase to 2 million

FY 12 FY 14FY 13 FY 15 FY 16

5,296 5,126 5,393 6,364 6,800

Average premium realisation increases 7% driven by growth in share of Gold and Platinum products

B2C segment comprises 98% of GWP

* Adjusted for abnormal past claims for the PY amounting ` 7 crore settled in FY 2015-16

Greater focus on B2C segment; grows 31% to ` 465 crore

12,600 Agents and 3,600 partner hospitals

Bupa increases stake to 49% from 26%

Reached 1 million urban customers

New bancassurance alliance with Bank of Baroda

GROSS WRITTEN PREMIUM (` Cr.) LIVES IN FORCE** (` Lakh)

B2C CLAIM RATIO (%) PREMIUM PER LIFE (B2C, `)

CORPORATE REVIEW32

03

MANAGEMENTDISCUSSION & ANALYSIS

MANAGEMENT DISCUSSION & ANALYSIS34

Rahul KhoslaPresident, Max Group

Mohit Talwar Managing Director

Dharmender KumarGeneral Manager - External Affairs

Himanshu Tiwari Executive Assistant to Managing Director

MANAGEMENT DISCUSSION & ANALYSIS 35

Jatin KhannaChief Financial Officer

Shahana BasuDirector - Legal & Regulatory Affairs

Dilbagh Singh Narang Deputy Director - Taxation

V KrishnanCompany Secretary

Prashant HoskoteSenior Director - Quality & Service Excellence

Nitin ThakurDirector - Brand & Communications

P. DwarakanathHead, Group Human Capital

Rishi RajDirector - Strategy & Corporate Development


Max India Limited (‘Max India’ or ‘the Company’), a part of the US$ 2.1 billion Max Group, is a multi-business corporation focusing on the core businesses of (i) healthcare, through Max Healthcare Institute Limited; (ii) health insurance, through Max Bupa Health Insurance Company Limited; and (iii) senior living, through Antara Senior Living Limited. Max India also has interests in learning and skill development, through Max Skill First Limited.

Max India Limited (formerly Taurus Ventures Limited) was incorporated on January 01, 2015. Pursuant to the Composite Scheme of Arrangement between Max Financial Services Limited (formerly Max India Limited) (i.e. Demerged Company) (MFSL), Max India Limited (formerly Taurus Ventures Limited) and Max Ventures and Industries Limited (formerly Capricorn Ventures Limited) and their respective shareholders and creditors sanctioned by the Hon’ble High Court of Punjab and Haryana, the Investments held by MFSL in Max Healthcare Institute Limited, Max Bupa Health Insurance Company Limited, Antara Senior Living Limited, Max Skill First Limited, Pharmax Corporation Limited, Max Ateev Limited and Max UK Limited stood transferred to the Company w.e.f. Appointed Date i.e. April 1, 2015.

Max India shares commenced trading on the BSE and the NSE in July 14, 2016. The Company is committed to becoming the most admired Company for the health and life care needs of its customers, patients and their families.

Its key operating businesses include:Max Healthcare Institute Limited (MHC): MHC, together with its operating subsidiaries comprises the healthcare business. MHC is currently a joint venture of Max India wherein, it holds 45.95% equity shareholding. Life Healthcare, the joint venture partners holds 45.95% equity shareholding in MHC, while the remaining equity shareholding is held by financial investors and certain employees.

Max Bupa Health Insurance Company Limited (MBHI), is a joint venture between Max India wherein, it holds 51% equity shareholding and Bupa Finance Plc., UK, holds remaining 49% equity shareholding. MBHI offers individual and family oriented health insurance policies across all age groups.

Antara Senior Living Limited, (Antara) is a Wholly-owned subsidiary, and offers highly differentiated, world-class senior living communities fulfilling lifestyle, wellness and health related requirements of senior citizens. Spread over 13.6 lush green acres in Dehradun, Antara is a luxurious, fully-integrated community designed around the safety, wellness and lifestyle requirements of progressive seniors above the age of 60.

Max Skill First Limited is a wholly owned subsidiary of Max India. Max Skill First is a shared service centre for providing learning and development solutions and training services to companies in the Max Group. It is also engaged in the business of distribution of life and health insurance


products through its subsidiary, Max One Distribution Services Limited.

Max Healthcare and Max Bupa reported Gross Revenues of ` 2,181 crore and ` 476 crore (Gross Written Premium), respectively in FY 2015-16, growing at robust rates of 25% and 28% over the previous year. MHC witnessed a turnaround in profitability reporting positive Profit after Tax for the first time of ` 10 crore in FY 2015-16.

CORPORATE DEVELOPMENTSIn FY 2015-16, Max Healthcare acquired two major hospitals in the Delhi-NCR region – Pushpanjali Crosslay Hospital and Saket City Hospital (SCH). With these additions, MHC now has an existing capacity of 2600 beds across 14 hospitals. The Company plans to further expand the facility, now called Max Smart City Hospital, by ~900 additional beds over the next few years, thereby expanding the hospital’s capacity to 1,200 beds, and together with contiguously located Max Super Speciality Hospital Saket, creating a combined capacity of almost 1,800 beds in the heart of South Delhi. This addition represents more than a 50% increase to Max Healthcare’s current capacity, significantly enhances access to quality healthcare in the NCR region, and will make Max Healthcare the largest healthcare provider brand in North India.

One of the fastest growing players in the segment, Max Bupa is now the 9th largest private health insurer in the country, recently achieving a milestone of 1 million retail customers. Max Bupa recently tied-up with Bank of Baroda for a bancassurance corporate agency agreement. Under this agreement, Max Bupa will now be able to offer its comprehensive health insurance offering to the diverse customer base of Bank of Baroda across the country. Max Bupa already has bancassurance arrangements and strategic alliances with leading institutions such as Ratnakar Bank, Muthoot Finance and Bajaj Finserv. Max

India’s JV partner Bupa, a leading international healthcare group, recently acquired additional stake in Max Bupa, increasing shareholding from 26% to 49%.

Antara Senior Living, the third Company under Max India, is pioneering the concept of ‘Age in Place’ for people over 55 years of age, by developing Senior Living communities in India. Antara has reported strong sales momentum in its maiden senior living community in Dehradun – having already sold more than 40% of its proposed built capacity. Antara will launch its community with over 200 apartments in Q3 FY 17 near Dehradun, Uttarakhand.

OUTLOOKThere is tremendous growth opportunity in each of the three underlying businesses of the proposed new vertical Max India. With only about 5% penetration of health insurance and 1.3 hospital beds per 1000 people, both Healthcare and Health Insurance sectors have very low penetration and therefore huge growth potential. Senior living is a sunrise industry in which Antara Senior Living is a pioneer.

To strengthen its profitable growth journey, Max India has taken some transformational bets in its businesses. These growth bets were represented in capital outlays for Antara Senior Living, hospital acquisitions by MHC, and infusion of growth capital in Max Bupa Health Insurance. While the demerger has allowed each of Max India’s operating companies more leeway for growth, it has also put on them the onus of consistently strong performance, while exposing them to greater market scrutiny and accountability than ever before. As in the past, the Company will remain committed to the highest standards of corporate governance, recognising that it is a key driver for business excellence, talent attraction and retention, and optimal capital allocation across its operating companies.


Rajit MehtaManaging Director & Chief Executive Officer

Anil VinayakDirector - Operations & Zonal Head NCR1

Rohit VarmaDirector - HR & Chief People Officer

Anas Abdul WajidDirector - Sales & Marketing


Vinita BhasinSr. Vice President - Service & Customer Operations

Yogesh SareenSr. Director &

Chief Financial Officer

Dr. Sandeep BudhirajaClinical Director & Director - Institute of Internal Medicine

Rohit KapoorSr. Director &

Chief Growth Officer

Sumit PuriDirector - IT &

Chief Information Officer

Rakesh PrusthiDirector - Legal, Compliance

& Regulatory Affairs


GENERAL MEDICAL ADVISORY COUNCIL

Mr. Rajit MehtaMD & Chief Executive Officer

Mr. Rohit KapoorSenior Director & Chief

Growth Officer

Dr. S. K. S. MaryaChairman & Chief Surgeon, Max Institute of Musculoskeleton Sciences (Orthopedics & Allied)

Dr. Pradeep ChowbeyChairman, MAMBSExecutive Vice Chairman, Max Healthcare

Dr. Sandeep BudhirajaClinical Director, Max Healthcare

Director, Institute of Internal Medicine

Dr. K. K. TalwarChairman – Department of

Cardiology

Dr. Anurag KrishnaDirector – Pediatrics &

Pediatrics Surgery

Dr. Harit ChaturvediChairman, Max Institute of Oncology,Chief Consultant & Director Surgical

Oncology


Indian Healthcare Sector: Poised for GrowthThe United Nations has projected that India’s population will reach 1.45 bn by 2028, making it the world’s most populous nation surpassing China. Further, India will also face the challenge of 168 million people in the geriatric age group by 2026. If India were to leverage its demographic dividend, then it is imperative that it nurtures a healthier population.

The Indian healthcare market is growing at a CAGR of ~16% and is expected to reach US$ 280 bn by 2020. The growth is primarily contributed by emergence of private players with an inflow of both domestic and foreign investments. At the same time, public sector’s performance is impacted by limited investments and sub-optimal utilisation of available resources. India currently spends cumulatively 3.8% of its GDP on healthcare, with just 1.2% being contributed by the state, amongst one of the lowest globally. India also lags behind in availability of medical personnel with only 7 doctors per 10,000 persons as compared to 18.9 per 10,000 in Brazil and 14.9 per 10,000 in China.

India

HEALTH EXPENDITURE (%)

3.8

30.5

9.5

47.5

4.6

56.0

17.0

47.4

8.9

67.0

Brazil China USA Australia

Health Expenditure as a % of GDP % Govt. of Total Health Expenditure

India

DOCTORS PER 10,000 PERSONS

7 18.9 14.9 24.5 32.7

Brazil China USA Australia

Source: FICCI-KPMG report: Healthcare – The Neglected GDP driver; WHO report 2015; Secondary Research

The private healthcare sector in India is witnessing a series of important developments that has led to the rise of a new wave of innovation and entrepreneurship. Existing private players seem to have robust expansion plans that are expected to further increase healthcare access and propel growth. The share of healthcare FDI has almost doubled since 2011 – from 0.7% in 2011 to 1.21% in 2015 – highlighting the growing interest of foreign players in the sector. Rising income levels and increasing insurance penetration are major contributing factors for the rise in patients accessing private healthcare services. This fact is reflected more strongly in the rural and urban middle class clusters. Growth in India’s urban population, rise in elderly population and increase of lifestyle diseases will further propel growth of the industry.

The Indian healthcare sector is the fifth largest employer among all sectors, both in terms of direct and indirect employment. The sector offers direct employment to nearly 5 million citizens in India, which is expected to grow to 7.5 million by 2022. With a shift in focus towards quality of service, particularly with the rising demand for tertiary and quaternary care, the industry requires specialised and highly skilled resources.

Medical value travel, also popularly known as medical tourism, is being considered as India’s next crown jewel. The medical value travel market in India is expected to grow at a CAGR of approximately 30% from USD 3.6 bn in 2015 to 10.6 bn in 2019. Rising costs of healthcare in the developed world, along with rising disposable income and healthcare awareness among the global population, is forcing patients to explore cheaper options in other countries. However, to emerge as a top medical value travel destination, India needs to focus on quality of services and increase transparency and accountability in every aspect of healthcare delivery.

The Government of India, in its budget for fiscal year 2016-17 reaffirmed its commitment to providing health insurance to improve accessibility & affordability under its plan for universal health coverage. Budgetary allocation to health insurance has been raised sharply and the insurance cover has been increased to ` 1 lakh per family. An additional cover of ` 30,000 was announced for senior citizens.

Further in order to improve access to cheaper medicines, the Central Government plan to open 3,000 Jan Aushadhi stores offering affordable generic medicines. This is a sharp increase from the current tally of 137 such stores in 19 states.

Another focus area of the Central Government has been the upgradation of super speciality facilities owned by the State under the Pradhan Mantri Swasthya Suraksha Yojana (PMSSY), which is responsible for establishing new All India Institutes of Medical Sciences and upgrading state hospitals.


All these steps are in the right direction and will eventually help in reducing the demand-supply gap and at the same time providing higher level of opportunities for private healthcare players to partner with the State and deepen/widen their presence in order to improve the level of care in the country.

Regulatory Environment:Following are the other major changes in the regulatory environment that has impacted the healthcare industry in the year FY 2015-16.

Capping of MarginsThe Government is contemplating bringing in necessary regulations to cap trade margins on all drugs (instead of scheduled drugs only) to provide drugs at an affordable price to the consumer. While the intent of providing drugs at an affordable price is a commendable step, we believe that the Government can achieve this by devising and rapidly implementing alternative means viz. Jan Aushadhi Yojana, health protection scheme, online pharmacies, etc., which are elegant and effective way of achieving the same purpose.

This indirect method of fixing price invariably leads to availability issues especially in rural India where the manufacturer expects the distributors to also promote the product. This move will also, adversely impact the promotion of generic drugs and reward the inefficient manufacturer. MHC is actively engaged with multiple industry bodies, e.g., NATHEALTH, CII, FICCI to consolidate views, connect and communicate its concerns with the Government and propose suggestions for the betterment of the sector.

Bio-Medical Waste RegulationTo achieve the clean India mission, the Government is enforcing new regulations on bio-medical waste disposal.

The Bio-Medical Waste Management Rules, 2016 has recently been introduced by the Government which will bring in a wider regime for bio-waste management. The ambit of the rules has been expanded to include vaccination camps, blood donation camps, surgical camps or any other healthcare-related activities.

Service Export from India SchemeUnder the new Foreign Trade Policy, a scheme called Service Exports from India Scheme (SEIS) has been announced by the Government. The new scheme aims at rationalisation of incentives and the removal of restrictions for use of Duty Credit Scrip (DCS) issued under the scheme. Rates of reward under the scheme are 3% and 5% (presently) of the net foreign exchange earnings in the preceding year. The rate of reward is dependent upon the precise classification of the service exported. Thus, service providers of ‘eligible service’ are entitled to DCS at notified rates. Healthcare and Hospital services, prima facie, are reasonably covered under major CPC code 931 for which benefits of DCS should be available @ 5% of Net Foreign Exchange Earnings (subject to fulfilment of other prescribed conditions).

The CompanyMax Healthcare has a network of 14 facilities in North India (including 3 where it is a service provider), offering services in over 30 medical disciplines. Of this, 11 facilities are located in Delhi & NCR and the others in Mohali, Bathinda and Dehradun. The MHC network includes state-of-the-art tertiary care hospitals in Saket, Patparganj, Vaishali, Shalimar Bagh, Mohali, Bathinda, and Dehradun, secondary care hospitals at Gurgaon, Pitampura, and Noida and an out-patient facility and specialty centre at Panchsheel Park. The Super Specialty Hospitals in Mohali and Bathinda are under PPP arrangement with the Government of Punjab.


Max Healthcare is a pioneer in the introduction of technology to provide patients with the highest standards in medical care. Some such examples are the first Brain Suite in Asia at Max Saket, first Spy Angiography in India and the Electronic Health Record System in use across Max Hospitals. Max Hospitals are equipped with advanced medical equipment like state-of-the-art Cath labs, OTs with HEPA, Nuclear Medicine, Neuro-Navigation, Ortho Navigation, Mobile DR, HIPEC, EBUS and advanced MRI and CT scan machines.

Highlights of FY 2015-16The year witnessed significant investment by the Company towards not only expanding but securing its dominant presence in NCR market.

In July 2015, the Company acquired a controlling stake of 78% in NCR based Pushpanjali Crosslay Hospital (PCH) through a combination of fresh investment and acquisition of shares from existing promoters for the aggregate sum of ` 247 crore. The integration of Pushpanjali Crosslay Hospital (rechristened as Max Vaishali) with the Max network has been completed and the hospital has benefited from the improved medical quality systems and processes leading to better outcomes, reduced procurement costs, the Max Healthcare brand equity and its management practices. The hospital reported significant increase in footfalls, realisation and other operational parameters post integration.

In November 2015, the Company acquired a 51% stake in marquee South Delhi-based Saket City Hospital (SCH) for about ` 650 crore from Smart Health City Pte Ltd., a Singapore-based Company of the BK Modi Group. Saket City Hospital which started its operations in 2013 has 230 operational beds and is currently expanding to 300 beds. Max Healthcare plans to further expand this facility by 900 additional beds, thereby expanding SCH’s capacity

to 1,200 beds. Combined with Max Healthcare’s existing and contiguously located flagship facility (Max Super Specialty Hospital – Saket), Max Healthcare will have a footprint of about 1,800 beds in Saket, once fully built. This acquisition will provide significant opportunities through the realisation of a clear vision that includes setting up a world-class centre dedicated to Oncology, development of high-end Neurosciences capabilities, expansion of tertiary and quaternary specialties, installation of facilities to cater to transplants, deployment of high-end technology solutions such as robotics to improve care and safety as well as to address the growing burden of lifestyle-related, especially non-communicable diseases.

In order to part finance the M&A, both the joint venture partners viz Max India Ltd. and Life Healthcare Group collectively infused equity of ` 300 crore during Q3 FY 2015-16. The investments and the support from the shareholder underlines the growth potential of the Indian healthcare industry in general and ability of the Company to translate these opportunities into solid business propositions.

Financial PerformanceThe Company and its subsidiaries reported a consolidated income of ` 1,475 crore, which reflects a growth of 27%. The growth has been led by the newly acquired hospital (rechristened as Max Super Specialty Hospital, Vaishali) and also other relatively new hospitals commissioned in the 2011-13 period.

The EBITDA at ` 145 crore grew 42% reflecting an expansion in operating margin by ~100 bps, despite new acquisition. The consolidated cash profit was ` 72.3 crore, a healthy growth of 75%. The Company contained net loss to ` 13.8 crore, compared to a loss of ` 37.1 crore in the previous year.


MHC’s Network of Hospitals (including hospitals where it is a service provider) had a robust growth of ~25% in its Net Revenue in FY 2015-16 at ` 2,098 crore, compared to ` 1,698 crore in FY 2014-15. Existing hospitals grew by 11% as compared to last year. The addition of two running hospitals viz Pushpanjali Crosslay Hospital, Vaishali and Saket City Hospital, Saket contributed 10% growth in top line. The mature hospitals in the network grew by 11% during the financial year while the newer hospitals grew by 24%. Rest of the revenue growth (of ` 175 crore) was contributed by addition of 2 new hospitals. The newer hospitals have integrated well and experienced increased occupancies leading to capacity utilisation of 65%-70%.

Apart from adding capacity to the network, revenue growth was driven by focus on multiple factors such as enhancement of service profile, addition of new technology, improvement in operational parameters and increase in patient satisfaction. Max Healthcare has considerably invested this year on acquiring the latest and newer technologies such as DA Vinci surgical system, Cath lab, high-end microscope etc. which has resulted in better clinical outcome, increased efficiency and improved patient satisfaction.

The network also witnessed a significant increase in patient footfalls with 25% growth in OPD and 24% growth in IPD cases amounting to a total of ~1.5 million cases in FY 2015-16.

The consolidated EBITDA at Network hospitals has increased from 10.1% in FY 2014-15 to 10.5% in FY 2015-16 resulting in total EBIDTA of ` 221 crore in FY 2015-16 (excluding a one-off acquisition cost of ̀ 6 crore). The growth is primarily driven by several cost optimisation initiatives along with intelligent acquisition of new assets that enable sharing of assets, manpower etc., thus bringing the costs down. The Network hospitals reported a consolidated Net Profit of ` 10 crore, compared with a net loss of ` 6 crore.

The FY 2015-16 has thus been a very eventful and successful year, where all the network hospitals improved their revenues, margin and profitability and at the same time significant addition to bed capacity (including potential to add more beds in future) was secured.

The matured hospitals (>5 years old) already enjoying healthy EBIDTA of ~15% and ROCE of ~19%, whereas hospitals in maturity age of 3-5 years are returning EBIDTA of ~3% and have negative ROCE of ~ 4%. This is primarily due to the fact that hospitals have high gestation period due to high fixed operating cost and slow build-up of occupancy. Going forward, the profitability will be driven by assets in the maturity age of 3-5 years and newly acquired assets – Max Vaishali and Max Smart.

Operational PerformanceMax Network of Hospitals has exhibited impressive performance on all key operational matrices during FY 2015-16 and steadily improved its revenue, gross margin and EBIDTA during the period. This growth in Revenue and EBIDTA was a result of improved performance by all the network hospitals.

IP Occupancy % - Bed occupancy for the FY 2015-16 has been 71.1% as compared to 73.5% for FY 2014-15. Although occupancy has lowered by 2.4% as compared to last year, the number of occupied beds has increased by 31% (385 beds). The operational bed capacity has increased from 1,680 beds to 2,279 beds in FY 2015-16.

TOTAL BEDS VS OCCUPANCY (%)

Beds Occupancy

1302

69.7

1472

74.3

1680

73.5

2279

71.1

FY13 FY14 FY15 FY16

COE REVENUE SHARE (%)

51 53 56 55

FY13 FY14 FY15 FY16


COE Revenue Share – Revenue for key clinical specialties or Centres of Excellence (COE – Cardiac sciences, orthopaedics, neuro-sciences, oncology, MAS and renal) has increased by 22% as compared to last year. However, the share of COE has dropped from 56% in FY 2014-15 to 55% in FY 2015-16. The drop has been partially due to addition of new assets that were focusing more on secondary care. Efforts are being made to upgrade the medical technology, manpower and infrastructure enabling these hospitals to cater to high-end tertiary care patients.

ALOS – Average Length of Stay or Patient Turnaround time has decreased from 3.42 in FY 2014-15 to 3.26 in FY 2015-16 due to constant focus on improved care with faster turnaround. This also led to availability of capacity to serve more patients with same hospital resources.

AVERAGE LENGTH OF STAY (Days)

3.48 3.54 3.42 3.26

FY13 FY14 FY15 FY16

ARR (IP Revenue) ARR (Total Revenue)

25129

34340

26208

35048

28814

36918

30334

40374

FY13 FY14 FY15 FY16

AVERAGE REVENUE REALISED (`)

ARR – Average Revenue Realised is average daily billing for each occupied bed. The IP ARR improved by 5.3% while the hospital ARR improved by 9.4% during FY 2015-16.

Information and Medical Technology, Quality Certifications

Max is constantly leveraging advancements in information technology to enable timely access of information to both patients and clinicians in order to enhance patient safety & care. Instant access of cumulative Lab and Radiology reports for OPD patients on patient portal has been rolled out which can be accessed both on patient web portal and through native application on mobile devices. Max, Gurgaon has completed rollout of EMR (Electronic Medical Records) information on doctor’s IPADs to enhance accessibility of medical records and faster decision-making. Usage of bar coded medicine administration (BCMA) has been increased to almost 85% across all EHR locations. BCMA helps to reduce medication errors and improve the quality and safety of medication administration.

Max has also implemented several cost control initiatives through effective use of IT systems to optimise material cost. These initiatives have been implemented at PAN MAX level and have shown positive results in terms of inventory control and material cost savings. Successful integration of Vaishali and Saket City with Max Hospital Information system, deployment of Enterprise Resource Planning system PAN MAX and implementation of IT Service Management tool for effective tracking and resolution of IT issues are other initiatives during the year which helped in elevate the quality of care while keeping the cost of care in check.

Medical technology plays a crucial role in enhancing the quality of delivery, reduction in turnaround time of workflows and thus the overall cost, besides bringing in higher accountability into the system. Max has consistently invested in acquiring latest and newer technologies that result in better clinical outcomes and hence, greater patient satisfaction. This year, Max has installed DA Vinci Surgical System in Max, Saket that offers greater anatomical access, and crystal clear 3D HD Vision for performing urological and laparoscopic procedures. Installation of new hybrid Cath Lab at Max Hospital, Saket has led to improved Patient safety, reduced complications (access site and bleeding) for advanced cardiovascular diagnostic and interventional procedures. High-end microscope, Ortho-suite Navigation system, DR system in Radiology are the other latest upgradations that has helped improve decision-making capabilities and throughput of surgeon to gain competitive advantage.

Medical Excellence is the strength of your company’s brand. The company’s unrelenting focus is to aspire for the highest level of service experience and clinical outcomes for the patients and families. Catering to the incremental volume of patients, strong set of evidence based protocols are uniformly and consistently deployed by the clinical teams, supported by the framework of clinical governance, credentialing, training and continuous professional development.


Eleven hospitals under Max Healthcare network are NABH accredited and remaining hospitals are in final stages and nine of its laboratories are NABL accredited. Further, preparations are ongoing to have MSSH, Saket JCIA accredited. MSSH Saket during the year was certified for Nursing Excellence by NABH. Two hospitals; MSSH Saket and MSSG Shalimar Bagh have got Green OT certification, by Bureau Veritas. The certificate recognises adherence to the highest quality and safety parameters for patients and healthcare workers in the highest infection-prone zone in a hospital, i.e. operation theatres.

Community InitiativesMHC Network continued its mission to provide quality healthcare to the underprivileged; provide holistic and focused wellbeing of underserved communities through village adoption; facilitate awareness of health related issues and work for an eco-friendly environment. During the period more than 1.7 lakh patients from economically weaker sections were treated in network hospitals which is 43% higher than last year.

Max India Foundation, who your Company partners with for contributing to the wellbeing of underprivileged

and to the environment protection efforts has benefited over 1.7 million people in 660 locations from the underserved communities across the country in partnership with more than 400 NGOs. Few highlights for FY 2015-16 are:

Village Adoption Project – Two villages in Uttarakhand – Dhakrani and Chandrothi, were adopted by Max India Foundation for intervention on the issue of health and hygiene. A number of initiatives on healthcare, sanitation, waste management and safe drinking water have been undertaken to improve the lives of the villagers.

Artificial Limb and Polio Calliper Camps – Around 530 people were benefited at the ‘artificial limbs and callipers camp’ held at Gaya and Dehradun for the disabled.

Traditional Birth Attending Training – Training for traditional birth attendants (Dai) was organised across the 13 districts of Uttarakhand. Since huge part of the population lives in far-flung areas, institutional births are not always possible.

Healthcare – This year 224,806 patients have been


treated through 912 health camps across India. Max India Foundation has supported 5,016 high-end surgeries for the underprivileged. Through its pan-India immunisation programme, Max India Foundation has immunised 56,170 children across India.

Disaster Relief – Relief was provided for victims of Chennai floods in December 2015 with medicines and medical supplies through CII relief operations. A team of doctors and volunteers from Max Healthcare along with medicines worth ` 4 lakh were sent to Nepal to provide medical support to the injured.

Human ResourceThe rise of technology and social media has completely redefined the role of Human Resources around the world. It has not only impacted big players but every enterprise present in the market. To keep up with the pace and mark our presence in the industry, Max Healthcare people function has incessantly remained agile and swift to churn out initiatives to nurture and grow our Human Capital. The infusion of able leadership during FY 2014-15, strategic alignment of Hospital Operations into clusters have yielded better synergies and business results in FY 2015-16. Multiple people initiatives taken during the year have ensured better employee experience for our 10,000 employees (excluding visiting consultants) on a day-to-day basis. The launch of “DISHA” ERP system has strengthened a lot of HR processes, from recruitment to exit, from goal sheet to annual appraisal, the system has ensured a big move from manual to automated world of governance.

Many tailor-made interventions like Aarambh, Paathshala, Saksham etc. were introduced to better assimilate new joiners and to build Supervisory Capability. Lead MHC, a large-scale interactive programme to disseminate organisations’ vision and goals, was initiated and concluded successfully PanMax with key action themes identified. Higher education sponsorship policy was launched to provide employees an opportunity to upgrade their skills and enable greater performance.

Nurse’s engagement has always remained critical to success of the hospital business and Max has made significant achievements under Nursing Transformation journey in FY 2015-16. From campus adoption to re-aligning policies to launching career programme under LHC exchange programme, each initiative witnessed an overwhelming response from nursing fraternity. New designations and competency based hiring was introduced for Front Office team as part of Mission Pride (Front Office transformation) initiative and better retention is expected with this move.

Max Healthcare strongly believes in empowering of human capital with the necessary skills and knowledge and at the same time, ensuring that the workforce has a great camaraderie and work-life balance.

OutlookMax Healthcare was focused on strengthening its existing operations, integrating newly acquired assets with the network in terms of processes or policies and leveraging its operational strengths into significant financial gains during FY 2015-16. The business will continue to identify and implement initiatives to achieve sustained revenue growth. This will involve adding new clinical programmes and sub segmenting existing programmes. In three to five years we want to become the most trusted name in healthcare, known for medical excellence and service excellence with dominant player in the areas of Oncology, Orthopaedics, Neuro-sciences, Organ transplant and Cardiac. Much of MHC’s profitability can be credited to cost optimisation efforts over the past couple of years, and this will continue to be an ongoing focus area for the organisation. That does not however imply that any of this cost rationalisation will occur at the cost of patient safety or medical quality. The focus, instead, is on ensuring sustainable value addition by cultivating the right culture.

The healthcare industry is going to have to go through far greater scrutiny as we move forward. MHC is dedicated to its core of Sevabhav and will ensure it comes through in every aspect of our service delivery.


Ashish MehrotraManaging Director & CEO

Anika AgarwalSr. Vice President & Head - Marketing, Digital and Direct Sales

Anurag GuptaSr. Vice President & Head – Agency Channel


Debraj SinhaDirector & Chief Human Resources Office

Polly DoakChief Strategy Officer & Director of Products

Rahul AhujaChief Financial Officer

Priya GilbileSr. Vice President & Head - Health Risk Management


Max Bupa Health Insurance Company Ltd. (“MBHI” or “Max Bupa”), a specialist health insurer, formed in 2010, is a joint venture between Max India Limited, a multi-business corporate with expertise in Health & Allied Services, and Bupa, a leading international healthcare provider with over six decades of healthcare knowledge. Max Bupa is helping over two million customers lead healthier, more successful lives through its comprehensive product and service offerings.

One of the fastest growing players in the segment, Max Bupa has established itself as a trusted family health insurer with a comprehensive suite of products for various customer segments. The company’s core competency lies in assessing the evolving needs of its customers and fulfilling them through innovative, comprehensive, yet simple products.

A focus on innovation, strong brand equity and customer centric approach sets Max Bupa apart from other insurers.

Some key differentiators of Max Bupa are as follows:

• Speedy cashless claims o Max Bupa continues to be the only health insurer

in the country to administer cashless claim hospitalization requests within 30 minutes, the fastest turnaround time for any health insurer in the country.

• A comprehensive and established retail product portfolio

o Max Bupa has distinguished itself by being the first in the industry to introduce innovative products and services like coverage for all day care procedures, lowest waiting period on maternity, cashless coverage for international treatment, among others.

o Max Bupa’s flagship product Heartbeat is recognized as a unique family product in the industry with a strong value proposition for various target segments.

• Strong focus on innovation o Max Bupa was the first Company to introduce

customer centric features like any age enrollment and lifelong renewability in the country.

o Max Bupa has been at the forefront of deploying the latest technological tools to offer seamless and real time service to its customers like state of the art CRM, Workflow Management System etc.


• Strong brand equity o Max Bupa has been recognized as one of

the most trusted and reputed brands in the health insurance segment with a strong value proposition for its customers. It has been rated as the the most trusted health insurance brand three times in a row in an independent multi city consumer survey conducted by Trust Research Advisory

o Max Bupa has invested in unique brand initiatives like Max Bupa Walk for Health to build awareness around health and well being

Max Bupa’s strong foundation rests on its core values – Caring, Respectful, Ethical, Accountable, Trustworthy and Enabling (CREATE). This value system has enabled Max Bupa to establish itself as one of the most trusted and admired health insurance players in India.

INDUSTRY DEVELOPMENTSThough the penetration of Health Insurance is still under 1% of India’s GDP, the sector continues to be the fastest growing segment in the non-life insurance industry. Total Health Insurance premium grew 22% to ` 24,784 crore in FY 2015-16 from ` 20,255 crore in FY 2014-15. Increase in lifestyle and chronic illnesses like Diabetes, Cancer and Cardiovascular illnesses along with double digit growth in medical inflation is leading to an increase in demand for health insurance. As per industry estimates, the total health insurance market is expected to grow 2X to ~ ` 50,000 crore by FY 2020.

Max Bupa is focusing on the B2C Health Insurance segment which , at ~25% CAGR is outpacing the industry growth. The industry continues to be dominated by 4 public sector companies that together command 60% market share. The rest of the market is divided between 22 private sector players, of which 5, including Max Bupa, are standalone health insurance players. The industry continues to attract new entrants like Kotak General, Aditya Birla Novo among others.

OPERATIONS – HIGHLIGHTSMax Bupa has a strong customer base of ~2.05 million in India, serviced through its multiple distribution channels that include - a network of 12,600+ agents across the country, an in-house telesales team which caters to almost 500 cities, bancassurance partnership with leading Indian and international banks, large non banking financial corporations and a robust online sales channel.

Max Bupa has 1386 employees in 27 offices spread across 16 cities - Delhi, Mumbai, Hyderabad, Chennai, Bangalore,

Pune, Ludhiana, Chandigarh, Jaipur, Thane, Surat, Kochi, Kolkata, Patna, Goa and Jodhpur.

Post favourable regulatory changes that enabled the distribution of health insurance products by banks in FY 2014-15, Max Bupa partnered with several leading banks and non-banking financial corporations. Today, the Company has distribution agreements with Bank of Baroda, Standard Chartered Bank, Federal Bank, RBL Bank, Deutsche Bank, Bajaj Finserv and Muthoot Finance and with top third party distributors like NJ Brokers and Policy Bazaar. These partners are helping Max Bupa offer its products and services to its customers across the country. The company’s recent partnership with Bank of Baroda for distribution of its health insurance products is its largest business partnership to date and among the biggest bancassurance alliances in the health insurance segment. The partnership gives the Company access to the bank’s network of 5400 domestic branches and 60 million customers across the country.

Another key development was the strengthening of the successful association of Max India and Bupa, with Bupa receiving the requisite regulatory clearances to increase its stake in the business from 26% to 49%. The application to increase Bupa’s shareholding was submitted following changes to India’s foreign direct investment rules to allow up to 49% ownership of insurance companies by foreign investors. Bupa demonstrated its strong commitment to the Indian market by being the first foreign investor to announce its intent to increase its shareholding in the business last year.

Max Bupa’s indemnity product offerings including its flagship product Heartbeat and Health Companion continue to be well received in the market and contribute to steady sales growth. With many industry first features like international cashless treatment for 9 critical illnesses, coverage for 14 relationships in a single policy and tapering co-pay for senior citizens, Heartbeat continues to be one of the most comprehensive health insurance products in the market. The refreshed version of Health Companion saw a significant uptake in metros and tier 2 and 3 cities. The product comes with attractive geographical pricing, wherein customers can avail differentiated premiums basis their city of residence, making it relevant to wider range of customer segments across the country. Max Bupa also introduced customizable versions of Group Health Insurance and Group Personal Accident products for its Bancassurance and Alliances partners such as Ratnakar Bank, Muthoot & Bajaj Finserv in FY 2015-16. The Company will continue to innovate and expand its retail portfolio in FY 2017, to provide its customers with a wider choice of products and services.


Max Bupa invested significantly in building service differentiation through the launch of Max Bupa’s unique Customer Relationship Management (CRM) system that enables a single view of customers, significantly reduces turnaround time and facilitates personalized service. It has been recognized as the best service innovation in Insurance by Celent in 2016. Post the launch of CRM, there has been a 30% reduction in call volume, reduction in average call handling time and 6% increase in first time resolution , thereby enhancing the overall customer experience.

FY 2015-16 marked the launch of Max Bupa refreshed brand identity, representing a stronger synergy between its parent companies, Max India and Bupa. The new identity was rolled out across the entire ecosystem including employees, customers and partners.

Last year also saw the transformation of Max Bupa’s flagship health initiative, Walk for Health, into a national movement led by Indian Olympians. The fourth edition of Max Bupa Walk for Health initiative was a 33 day inter-state walkathon with ‘Walk India Walk’ as its theme. The initiative inspired 30,000 families across 5 states and 15 cities to incorporate more walking into their lives and touched 33 million Indians through an integrated multimedia campaign.

Key campaign results:o The social media campaign on Facebook and Twitter

resulted in 265 million impressions and reached 50 million people. Celebrities, influencer and participants across multiple cities shared their experiences widely

on social media, making the campaign trend on twitter six times during the 33 day walk period.

o The initiative was widely publicized by the Times Group through a high decibel 4 week campaign which included 30 advertisements in leading Times Group publications and more than two hours of live editorial coverage on Times Now

o The movement became a talking point across multiple platforms with more than 700 news articles in print, online and electronic media across the country.

Max Bupa’s key performance indicators for the year are as follows:1. Gross Written Premium (GWP) increased 28% to

` 476 crore in FY 2015-16 from ` 373 crore in FY 2014-15.

2. Urban customer base crossed 1 million in March 2016, increasing the overall customer base to 2 million.

3. Provider network increased to ~3,600, spanning over 480 cities in India

4. 10th largest private health insurance provider with an estimated market share of 4.3% in the private segment.

5. In addition, Max Bupa gained significant industry recognition during the year:


o Recognized as the best BFSI Brand 2016 in the Health Insurance Category by The Economic Times, owing to the brand’s strong market equity, focus on innovation, ‘customer first’ philosophy and unique initiatives like Max Bupa Walk for Health.

o Recognized for ‘Technology Maturity’ at the 6th India Insurance Awards 2016 for Omni channel CRM platform which is helping the business enhance its operational and cost efficiencies and deliver exemplar customer experience.

o Emerged as the Most Trusted Health Insurance brand in the Brand Trust Report 2016. This is the third consecutive year of Max Bupa being recognized as the most trusted Health Insurance brand by the Brand Trust Report. Published by TRA, through an independent consumer research across 16 cities in India.

o Recognized for best IT practices at Model Asia Insurer of the Year 2016 for implementation of an onmichannel based integrated operational

CRM solution that enables convenient, faster and more accurate services to customers, agents and partners

o The only Health Insurer to be listed as a Super brand in FY 2015-16. Superbrands is one of the biggest consumers awards in the country. The selection process involved participation from 17,000 consumers and a group of eminent jury to select the top 100 brands.

o Heartbeat Health Insurance Plan recognized as Innovation of the Year at the Golden Peacock Awards 2015 for its industry first features like health insurance coverage for 14 relationships in a single family and cashless treatement for critical illnesses abroad.

o Recognized as ‘Claim Service Leader of the Year’ at the 5th Indian Insurance Awards 2015 for superior claims experience offered to its customers through its 30 minutes cashless claims promise.


STRATEGYMax Bupa will continue to build its expertise in the retail segment and be the provider of choice for high net worth and affluent segments in the top 20-25 cities in India. At the same time it will broad base the franchise to tap in to the growing mass affluent segment.

Refresh of existing indemnity and fixed benefit product portfolio as well as multiple new launches are on the anvil. Our focus will be on developing simple, easy to understand products which can be distributed effectively through multiple distribution partners.

Bank of Baroda entered into a strategic alliance with Max Bupa to offer comprehensive health insurance plans to its 60 million customers:o Max Bupa to offer customised over the counter

products to Bank of Baroda’s customers

o Digitally enabled instant policy issuance for customers

o Multiple sum insured options ranging from ` 2 Lac to 20 Lac to cover wide spectrum of the bank’s customers

o Indemnity products as well as fixed benefit offerings (Critical Illness and Personal Accident)

o Customised product propositions for each segment - savings account and current account holders (salaried, self-employed, senior citizens), loan customers (home loan, personal loan, consumer loans), SME and Agri segments among others

Max Bupa will continue to strengthen its direct tie up with over 3,600 hospitals covering 480 cities where it facilitates a superior cashless experience for its customers. In addition, the Company supports its customers directly through its in-house team of professionals including doctors.

Max Bupa has adopted Health Risk Management (HRM) as the core enterprise philosophy. HRM ensures that risk principles guide the design and development of products, sales process, underwriting and policy servicing processes.

Max Bupa has taken significant steps towards its commitment of exemplary customer service through roll out of state of the art CRM system. CRM is a key step in Max Bupa’s digital journey and the Company will invest further in digital to drive superior customer experience and operational efficiencies.

Max Bupa will continue to invest in development of its ~1400 strong workforce through deployment of a formal talent assessment, management and development framework.

REGULATORY ENVIRONMENTDuring the year, the industry has seen significant changes on the regulatory front. The regulatory environment has changed significantly due to amendment of the Insurance Act and modifications in policies of the central government. In addition to introduction of new distribution channels like Point of Sale and Insurance Marketing Firms, the IRDAI also amended important regulations related to Corporate Agency, Individual Agents and Rural Social Obligations for insurers. These changes will lead to emergence of new


distribution channels and help insurers penetrate into more markets in a cost effective manner.

The regulator has also issued number of draft regulations including draft health insurance regulations and draft payment of commission/remuneration to insurance agents. These draft proposals by the IRDAI can impact multiple facets of the insurance industry and the business. Implementation of the important recommendations that has been made by the Health Insurance Committee, should lead to tangible benefits and propel industry growth. These include: a) putting curbs on mis-selling, improving transparency through standardized norms on disclosures, b) reform enabling ability to increase premiums linked to an inflation index and c) have an entry age based premium pricing model, to enable the industry cater to even the elderly, who in fact are more in need of cover and support.

OUTLOOK AND RISKSIndian health insurance continues to remain a fundamentally attractive industry with growth projections of ~15% over next 5 years and the industry is expected to double from the current levels of ~ ` 27,000 crore. The industry is gradually shifting towards the B2C segment as witnessed over the last few years and is expected continue this trend – B2C segment is the fastest growing segment with a CAGR of 25% over the last 5 years. Max Bupa plans to continue building on its expertise in the retail segment and add more families through its innovative product and service proposition. With established processes, a stable sales team and growing reputation, Max Bupa will continue to capitalize on its market differentiation and build long-term customer relationships.


Tara Singh Vachani Managing Director & CEO

Ambica ChaturvediDirector - Human Capital

Badar AfaqHead - Information Technology

AVK RaoDirector - Finance & Accounts

Deepa SoodLegal Counsel


Sanjay BhatiaHead - Relationship Building

Renuka DudejaHead - Brand & Communications

Jishnu VeliyathGeneral Manager - Community Operations

Gyanendra Pratap SinghHead - Procurement & Contracts

Saumyajit RoyDirector - Business Planning & Performance

Nitin MathurHead - Contracts

Kenneth SannooDirector - Community Development

Harsh SharmaHead - Projects



Antara Senior Living is an inspiration of the Max India Group to create an active, vibrant residential concept for progressive seniors. Spread over 13.6 lush green acres in Dehradun, Antara is a luxurious, fully-integrated community designed around the safety, wellness and lifestyle requirements of progressive seniors above the age of sixty. The promise of a better life at Antara for our residents is built on the pillars of a unique location, thoughtful design, a curated community and holistic well-being.

Antara thus is a luxury continuous care proposition – a comprehensive ecosystem that embraces and encourages the idea that life can be magical post sixty. With a fulfilling lifestyle and myriad opportunities to explore, engage and enjoy, Antara is an impeccably designed, rigorously serviced community where life is savoured in the luxury of nature with like-minded people.

At Antara, the aspiration is to create a community where our residents feel they belong with each other without truly knowing each other from the past. Common interests, beliefs and enthusiasms tie our residents together in inexplicable threads to thus build and nurture a community where friends become family. We are building a community that truly allows like-minded people to find each other and thus feel comfortable to call Antara their home. We truly believe there is no age limit on a life of activity and significance.

OUR CONCEPT AND POSITIONINGWith a growing number of seniors, who are well-travelled and are accustomed to a certain quality of life and infrastructure, Antara is a community which enables them to maintain the lifestyle they’re habituated to.

Carefully crafted by internationally renowned architects Perkins Eastman from New York and Esteva & Esteva from Spain and under-construction by experienced construction partners such as Shapoorjii Pallonji (Civil works), Sterling Wilson (Plumbing & Fire Fighting), Jakson (Electricals), Antara is being created with a unique design philosophy to encourage the utmost quality of living. This has been woven into the fabric of the community through a strict adherence to international standards of senior specific design intervention. With 50,000 square feet of recreational spaces, 200 plus apartments and premium facilities, Antara Senior Living brings a unique dimension to senior living in the Indian subcontinent.

At Antara Dehradun, residents will wake up to the glorious views of the Mussoorie hills, dig into curated F&B options at the restaurant, bar and deli, be pampered at the spa at the 50,000 sq. ft. clubhouse, work out with a personal

trainer, exercise at the gym, plan an outing at the nearby natural reserve forests or spend the afternoon indulging in a long list of arts, sports and entertainment options.

Flanked by the super specialty Max Hospital in Dehradun, the community also provides for the complete care of resident’s physical health, as well as their minds and spirit.

KEY OPERATIONAL DEVELOPMENTS OF FY 2015-16FY 2015-16 was focused on the following initiatives:

1. Accelerating construction works for Dehradun.

2. Developing Antara’s resident community.

3. Cultivating operational readiness and execution of pre-operations plan.

4. Building our corporate systems, processes and an integrated technology platform to help drive efficiency.

We are pleased to report good progress on all of these fronts.

ACCELERATING CONSTRUCTION WORKSAntara’s project team over the last 30 months, has demonstrated its ability to work in a challenging local environment and climatic conditions while focusing on delivery of high quality outputs. At an overall picture, as opposed to a full completion target of December 2015, the project is estimated to be completed by December 2016. However, 50% of the residences will have possession letters handed over in Q3 FY 2016-17 and rest will be handed over in a phased manner over rest of the financial year.

The project team is working closely with finance, operations and other teams to accelerate project completion. As of March 31, 2016, structural work for all residences are completed and internal finishing works are in advances stages in residence 3, 4, 5 and 6. Engineering and utility works are also in advanced stage of completion.

DEVELOPING ANTARA’S RESIDENT COMMU-NITY FOR DEHRADUNIn May 2013, the Company started bookings for the Dehradun community and has over the 33 months built a robust engine to develop the Antara brand and engage with potential residents through a highly interactive process. In line with our vision, Antara’s signed-on residents today exemplify a genre of seniors who are progressive and passionate for embracing new experiences. Over the past year, Antara has pursued diverse marketing and


brand building initiatives, customer acquisition events and activities. The results of this has seen a growth from 1.7 per month in March 2015 to 2.5 in FY 2015-16.

The revised lead generation and brand building initiatives include well-planned campaigns over print and digital media in addition to advertorials, and resident and client events. The last year has also seen a renewed focus on data analytics with the successful implementation of an enterprise wide Microsoft Dynamics CRM.

CULTIVATING OPERATIONAL READINESSThe hallmark of successful high quality service delivery is prior planning and preparatory works. Antara’s community operations team has completed its hiring of key team members and is spending the time pre-operations in design of its standard operating procedures, establishing operational IT systems, training programmes amongst other activities.

The operations team is also working very closely with the site projects team to be part of its quality journey, as each space within the community moves from civil to finishing activities. This close synchronisation will help the operations team complete a seamless handover from projects over the next three quarters.

BUILDING CORPORATE SYSTEMS AND PRO-CESSESThe Company is pleased to report that it now has a dedicated team of 95 team members catering to a variety of business functions. Majority of the additions in team have been at the project site and are now expected to be in the operations team. The Company has also invested significant time and effort in creating necessary processes and systems, and is leveraging information technology for productivity gains.


INDUSTRY OUTLOOKSenior living as an industry category is witnessing growth phase with existing players trying to step up and develop higher value products as well as new entrants trying to launch their first senior living ventures. While most of the offerings in the market continue to be delivered as real estate products by traditional real estate developers, there are instances where non real estate players have started venturing into senior living. In terms of size of units, while most of the early communities were of a size of 100-200 units, some of the new communities have started over 400 units. The average price point in the market is also witnessing an upward trend with the concept gaining popularity in the mind space of seniors. Senior living continues to be more acceptable as a concept in South and West India with established players expanding to do more projects in their respective regions. However, there are new projects which are coming up in East and North India as well. As per our estimates, there are 10 serious players in the senior living sector in India and about 40 new entrants trying to create their first community.

FY 2016-17 OUTLOOKOver the course of FY 2016-17, Antara’s focus will be towards successfully launching the Dehradun community, seamlessly migrating from executing the project to taking good care of our residents. The Company will continue to build its brand positioning and product awareness amongst the target customers by various public relation initiatives, events and activities to generate customer leads and will create engagement programmes for signed-on residents. The Company aims to have over 180 team members on-site once the community is fully functional.

The Company will also take steps in FY 2016-17 towards charting a clear roadmap for future communities and other avenues of business growth.


Anshuman KamthanVP & Key Account Manager (MBHI account)

Koninika MitraVP & Head - Human Resources

Pushkar SaranCVP & Head - Business Operations & Strategy

Sarika SwarupVP & Head - Content Development

Sudhir NairVP & Key Account Manager

(MHC account)

Sunil SolankiVP & Key Account Manager

(MLIC account)

Rajender SudChief Executive Officer


INDUSTRY OUTLOOKSkill development is widely recognised as the driver of higher productivity, better quality employment, income growth and economic development. As many as 22 million young Indians are expected to join the workforce every year until 2022. For them to form a suitably skilled workforce, the gap between education and training would need to be bridged rapidly. The Government is now trying to address this pressing necessity recognising that a majority of the Indian workforce lacks employable skills. This has led the government to create an engaging ecosystem to cater to the training needs of Indian citizens.

THE COMPANYSkill development is equally critical for productivity growth and competitiveness at the enterprise level. According to our own estimates, Max Group will recruit over 1,50,000 employees and agent advisors over the next five years. This created a need of an efficient training Company which would help nurture a consistent pipeline of well-trained professionals in an efficient manner. With this aim, Max SkillFirst (MSF), a wholly owned subsidiary of Max India, was formed on May 1, 2015. This initiative would also enable the Max Group to build a uniform culture across all their businesses to help achieve the vision to be the most admired corporate in service excellence.

Max SkillFirst’s aim is not only to introduce dynamic forms of skill enhancement and learning, but also to reinvent established training processes and challenge the traditional learning anddevelopment paradigm.

HIGHLIGHTS OF FY 2015-16With a strong base of 300 plus trainers, Max SkillFirst has imparted over 3.5 lakh hours of training through more than 80,000 sessions in FY 2015-16. The Company has earned ` 35.3 crore in revenues with a PAT of ` 1.3 crore in its first year of operations.

IMPROVING TRAINING EFFICIENCY THROUGH TECHNOLOGY Max SkillFirst has rolled out training administration through an Enterprise Learning Management (ELM) system in Max Life and Max Bupa. The ELM has improved workflows while enabling smooth system performance, which has led to better discipline and has generated highly positive user response on training system performance. The Company has also developed high end technology which includes ‘App based learning on the Go’ and use of IVR for quick recall for trainers. The unique recipe of technology enables

participants to learn skills they need, anytime, anywhere, and on any device, ranging from PC to a smart phone to a Tablet.

CONTENT AS A DIFFERENTIATORContent is one of the key differentiators of Max SkillFirst. In FY 2015-16, there was complete transformation of content in terms of user engagement, application of instructional design principles, focus on real-life simulations and role-plays and standardisation. We have leveraged technology to transform content into game-based, immersive and adaptive solutions, using real-life scenarios and simulations. Most importantly, the content has become trainer agnostic, scalable and learner-centric. We have created 400 plus hours of classroom and 40 plus hours of e-learning and video-based content. The e-Learning modules have been developed in nine regional languages.

PEOPLE CULTUREMax SkillFirst has adopted a “People First” strategy to create a holistic framework to address the aspirations of a ’High Performing Workforce’. As part of this strategy, there is a core employee value proposition comprising of 4Cs: Career, Certification, Culture and Compensation. In FY 2015-16, the company’s focus was on building a robust foundation for the newly formed entity by streamlining people processes and creating employee friendly practices. We have focused on talent development through online and classroom learning interventions. Till date, over 280 trainers have undergone internal certification on facilitation skills and execution excellence. We have created a framework to provide opportunities to work across industries by providing cross-functional movement and career growth through internal job postings.

FY 2016-17 OUTLOOKThe company’s focus for FY 2017 will be on building capacity and capability for effective business delivery in order to have impactful business results, ensuring best in class employee experience and implementing scalable technology solutions. Going forward, MSF will focus on value based hiring and a structured roadmap for learning and skill upgradation. FY 2017 will also be dedicated towards expanding the company’s footprint by imparting training to other companies in the Max Group – Antara Senior Living and Max Speciality Films.


BUSINESS RESPONSIBILITY REVIEW

Max India Foundation – 2015 -16Rashid, 50, a motor mechanic by profession and a father of four children, living in Dhakrani village in Uttarakhand was suffering from a hip problem for the last two years due to which he had become totally immobile. The sole bread earner for his family, Rashid was in a quandary about curing this ailment. It was beyond his means to consult a good doctor.

It was one of those days when a health check-up camp was organised in his village – where he went to request for help from Max India Foundation (MIF). Mohini Daljeet Singh, CEO of MIF who was present at the camp helped and directed him to the doctors who examined him and concluded that he required hip surgery to cure his condition. Looking at his financial situation, with his family’s total economic dependence on him, MIF facilitated his treatment at the Max Super Speciality hospital, Dehradun pro bono. Under the able supervision of doctors at the hospital, Rashid has undergone a successful surgery.

Fatima, Rashid’s wife is elated as she says, “We could never imagine that we will ever be able to afford my husband’s treatment. The family was totally dependent on his earnings and I didn’t know how to pay my children’s fees or even buy the next meal. I’m really grateful to Max India Foundation for supporting us in hard times”.


Rashid’s first surgery took place in March. Already feeling quite positive, Rashid is all set to begin his new phase of life!

Multiple other cases similar to Rashid’s in 6 different medical specialities including cardiology, paediatrics and gynaecology have been supported by MIF in Dhakrani as part of the village adoption project.

Max India Foundation (MIF) represents the Max Group’s social responsibility aspirations, and represents the CSR efforts of all 3 Max Group holding companies, including Max India. As a part of the extension of the Max Group’s core value of ‘Sevabhav’, two villages in Uttarakhand – Dhakrani and Chandrothi gram sabha were adopted in 2015 to improve health and hygiene levels in these villages. Numerous initiatives on healthcare, sanitation, waste management and safe drinking water have been undertaken to improve the lives of the villagers.

The volunteers from Max Life Insurance’s Dehradun office have been actively involved in village outreach to spread awareness on waste management, health and hygiene along with financial literacy. So far, 400 households have been covered under this drive.

A sewerage project has been initiated in the village through Punjab based Indo-Canadian Village Improvement Trust. Around 30,000 feet of sewerage network pipes have been laid in the village and a treatment plant has been installed.

Bi-weekly health camps for women and children have been organised in the region through Bella Healthcare Charitable Trust. 87 camps have been conducted till date benefitting 5,136 patients. In all 9,384 people were touched through different health awareness campaigns.

Nine multi-speciality camps benefiting 2,651 patients, were organised with the support of Max Healthcare, Dehradun during FY 2015-16. Twelve immunisation camps supporting 1,147 children were also organised during the year.

A solid waste management system covering the entire village has been operationalised. To sustain this initiative, measures such as door to door waste collection are now in force. Colour coded waste bins have been distributed in all 1,884 households in addition to installation of community dustbins.

A production unit for sanitary napkins aimed at better hygiene for local women is under installation in Dhakrani. This unit will be run entirely by women, thus providing employment opportunity to the local women.

Max India Foundation adopted Chandrothi Gram Sabha, Dehradun as the second village under its village adoption program along with Antara Senior Living. A solar street light project in the dark winding roads of Guniyal Gaon, Chandrothi Gram Sabha, was commenced in December 2015 and is expected to be completed in mid-2016. The

Government School in ‘Guniyal Gaon’ has been provided with library books, sports equipment and a fully equipped Audio Visual room. A cleaning vehicle has also been commissioned in the village.

A Health centre at Antara Labour camp site caters to the immediate basic medical requirement of the nearby villagers and the surrounding areas. 8,070 patients were treated at the health centre till March 2016.

The village adaption program in Uttarakhand is in line with Max India Foundation’s (MIF) mission to provide quality healthcare to the underprivileged; provide holistic and focused healthcare for the wellbeing of underserved communities; village adoption; facilitate awareness of health related issues and work for an eco-friendly environment. The Foundation seeks to achieve its mission by engaging volunteering services of Max Group employees and partnering with reputed NGOs for the execution of its chosen projects. The employee volunteerism also encourages a strong spirit of bonding between employees of the Max Group.

Guided by its vision of “Caring for Life” the Foundation since its inception in 2008, has benefitted over 1.6 million people from the underserved communities, in 667 locations across the country in partnership with more than 400 NGOs. MIF’s interventions include pan India immunisation camps, health and cancer screening camps, health centres and artificial limbs & polio callipers camps along with facilitating high end surgeries and treatment.


Cancer has been a focus area recently due to the alarming increase in incidence and inability of the underserved to afford its treatment and the accompanying challenges.

MIF works on every aspect of health, from spreading awareness, screening, advocating early diagnosis to supporting treatment. The Foundation is also proactive on preventive health through immunisation and screening of children.

800 specially-abled people benefitted in FY 2015-16800 specially-abled people were benefitted through different camps and medical interventions last year. Around 348 people were benefitted at the ‘artificial limbs and calipers camp’ held at Gaya district from March 5, to March 9, 2016 for the disabled. This camp was organised by Max India Foundation in association with Bhagwan Mahaveer Viklang Sahayata Samiti (BMVSS) – the organisation behind the promotion of ‘Jaipur Foot’, under the stewardship of His Holiness Karmapa Ogyen Trinley Dorje Dehradun.

A similar camp was organised in Dehradun with Manav Sewa Sannidhi where 219 differently-abled people benefitted.

Six motorised vehicles were given away to patients through Rajiv Gandhi Foundation while one wheelchair was donated to Agewell Foundation India, an NGO that works for the welfare of elderly.

A ‘viklang’ camp was organised by Bharat Vikas Parishad, Alaknanda Branch in association with Max India Foundation in January this year at Arya Samaj Mandir, GK II, and New Delhi where 46 people benefitted.

15 people are provided artificial limbs every month through Kiwanis Artificial Limb Centre.

Special Care and Support for Cancer PatientsSupport to 25 oncology cases have been provided through Max Healthcare. 296 children have been supported with cancer treatment through its NGO partner – CanKids, Kidscan, an organisation dedicated to change for childhood cancer in India.

Since 2008, MIF works closely with CanSupport, an NGO that provides homecare and palliative care to patients with cancer. In the last year, 209 cancer patients have been provided palliative support while 2,557 home visits were made by the organisation with support from MIF. ‘Walk for Life’, an event to raise awareness on cancer is organised by CanSupport every year which is actively sponsored by MIF.

28 cancer HPV DNA tests were carried out through the Indian Cancer Society, New Delhi. Boarding and lodging of families of 45 cancer patients was provided through St. Jude India Child Care Centre, Noida.

Traditional Birth Attendant TrainingSince a substantial section of the India population lives in remote areas, institutional births are not always possible. Training for traditional birth attendants (Dai) have been organised across all 13 districts of Uttarakhand. The Dehradun district Dai training phase was officially inaugurated on June 4, in Dehradun by the Honourable Health Minister Uttarakhand, Shri Surender Singh Negi. More than 1400 Dai’s were trained during this campaign.

Similar trainings are being done by NGO partner Seva Mandir, Udaipur that works towards improving Maternal Health in Tribal Population of Southern Rajasthan. With


support from MIF the organisation has benefitted 8,236 people since Jan 2013.

Immunisation Camps – Through its pan India immunisation program, Max India Foundation has immunised 13,475 children through 283 camps across India. 35,530 immunity shots have been given during the entire year.

Surgeries and Treatment – Max India Foundation has supported 1,010 high-end surgeries for the under-privileged. These surgeries include a large number of paediatric cardiac surgeries, brain tumour surgeries, reconstructive surgeries, neuro surgeries, orthopaedic surgeries, cataract surgeries, oncology care and renal transplant.

Health Camps for the Underprivileged – MIF organises multi-specialty camps for the underprivileged in various semi-urban and rural locations where there is no access to specialised medical treatment. Poor patients are screened and given free medicines. Surgeries and treatment are also facilitated for those in need. This year 146,403 patients have been treated through 588 camps across India.

Health Centres – In pursuance of providing quality healthcare to the under privileged, the Foundation has set up 8 health centres in Delhi, Uttarakhand and Punjab regions in partnership with like-minded NGOs. 46,045 patients have so far been treated at these health centres.

Health Awareness – Max India Foundation has been proactively running Health awareness programs in different areas of its presence. In the last financial year, 33,830 people including women and children have been

touched with awareness on issues like menstrual hygiene, hand washing, healthy eating, health & hygiene, dengue and tobacco related diseases.

Disaster Relief – Relief was provided for victims of Chennai floods in December 2015 with medicines and medical supplies through CII relief operations.

Max India Foundation in collaboration with Max Healthcare initiated Operation Sadbhavna, under which relief material was dispatched for the victims. A team of doctors and volunteers from Max Healthcare along with medicines worth ` 4 lakhs were sent to Nepal to provide medical support to the injured.

OutlookIn its 8 years of existence, Max India Foundation has made significant strides in executing healthcare-focused CSR activities, carving a niche for itself with its quality of execution and compassion. Going ahead in FY 2017, MIF will continue its work in the principal verticals of Pan India Immunisation, Preventive Health Awareness through camps, screenings, talks, films, social media, Village Adoption, Environment Conservation.

Specifically the Foundation will focus on specific campaigns including an Anti-Tobacco Campaign, Prevention of Dengue, improving Oral Health among children, Cancer Screening, Waste Management, among others.

While Max India Foundation has consistently helped and benefitted an increasingly larger proportion of the underserved population, MIF firmly believes that there are yet significant milestones to achieve, which will be covered slowly but surely.

M A X I N D I A L I M I T E D

S TA N D A L O N E

(Fo r m er ly k n ow n as Tau ru s V en t u r es Li m i t ed)

Dear Members,

Your Directors have pleasure in presenting their first report along with the Audited Financial Statements of the Company for the period covering January 1, 2015 being the date of incorporation of the Company, upto March 31, 2016.

Financial Results

The Standalone financial performance of your Company for first financial year ended March 31, 2016 is summarized below:

(Rs. Crores)

For the period from January 1, 2015 to March 31, 2016

Income

Revenue from operations 68.15

Other income 0.01

Total revenue (I) 68.16

Expenditure

Employee benefits expense 22.51

Depreciation & Amortisation 0.73

Other expenses 22.29

Total expenses (II) 45.53

Profit/(loss) before tax 22.63

Tax expense 8.29

Profit/(Loss) After Tax 14.34

Consolidated Results

The consolidated financial performance of your Company and its subsidiaries for the first financial year ended March 31, 2016 is summarized below:

(Rs. Crores)

For the period from January 1, 2015 to March 31, 2016

Income

Net Sales 67.31

Service Income 1044.41

Other operating revenue and investment 100.15 income

Other Income 15.63

Total Revenue (I) 1227.50

Expenses

Purchase of pharmacy and 185.70pharmaceuticals supplies

(Increase)/ decrease in inventories of (1.23) traded goods

Employee benefits expense 319.33

Claims and other benefits payout 232.67

Other expenses 482.90

Depreciation & Amortisation 55.54

Financial Cost 40.96

Total Expenses (II) 1315.87

Profit /(Loss) Before Tax (I-II) (88.37)

Tax Expense 10.20

Profit / (Loss) After Tax (98.57)

Minority Interest 17.83

Profit/(Loss) after tax (after adjusting Minority Interest) (80.74)

Scheme of Arrangement

In terms of the Composite Scheme of Arrangement amongst Max Financial Services Limited (formerly known as ‘Max India Limited’) (‘MFSL’), Max India Limited (formerly known as ‘Taurus Ventures Limited’) (‘the Company’) and Max Ventures and Industries Limited (formerly known as ‘Capricorn Ventures Limited’) (‘MVIL’) and their respective Shareholders and Creditors, as sanctioned by the Hon’ble High Court of Punjab & Haryana vide order dated December 14, 2015 (‘Composite Scheme of Arrangement’), MFSL demerged its activities relating to holding and nurturing investments in Health and Allied Activities, into the Company. Accordingly, the Investment held by MFSL in Max Healthcare Institute Limited (engaged in Healthcare business) and subsidiaries including, Max Bupa Health Insurance Company Limited (engaged in Health Insurance business) and Antara Senior Living Limited (engaged in Senior Living business) stood transferred to the Company w.e.f. Appointed Date i.e. April 1, 2015.

Share Capital and allotment of shares on account of Composite Scheme of Arrangement

Prior to the Composite Scheme of Arrangement becoming effective, the Company was a wholly owned subsidiary (WOS) of MFSL with the authorized and paid-up share capital of Rs. 500,000 (Rupees Five Lakhs only) comprising of 2,50,000 (Two Lakh and Fifty Thousand) Equity Shares of Rs. 2 each.

This initial authorised share capital of the Company was increased to Rs. 200,000,000 (Rupees Twenty Crores only) on January 13, 2016 in accordance with the provisions of applicable laws.

After the Composite Scheme of Arrangement becoming effective, the authorised share capital of MFSL, to the extent of Rs. 400,000,000 (Rupees Forty Crores only) was transferred to the Company and accordingly, the authorised share capital of the Company was increased to Rs. 600,000,000 (Rupees Sixty Crores only) as of January 15, 2016.

As per the requirement of the said Composite Scheme of Arrangement, the Company had issued and allotted a total of 266,983,999 equity shares on May 14, 2016, in the ratio of 1(one) equity share of Rs. 2 each fully paid up of the Company for every 1(one) equity share of Rs. 2 each fully paid up, held by the shareholders in MFSL on January 28, 2016 (record date) and the initial issued, subscribed and paid up share capital of Rs. 500,000 (Rupees Five Lakhs only) which was subscribed by the MFSL and its nominees was cancelled, in terms of the Composite Scheme of Arrangement.

The Paid up Equity Share Capital of the Company as on the date of the report is Rs. 53,39,67,998 (Rupees Fifty three crores Thirty nine Lacs sixty seven thousand nine hundred and ninety eight only) comprising of 26,69,83,999 equity shares of Rs. 2 each.

Change of Name and Object Clause

Your Company was originally incorporated as Taurus Ventures Limited on January 1, 2015.

Subsequently, it amended the objects clause of its Memorandum of Association and inter-alia included therein few more objects like carrying activities relating to Healthcare, Senior Living projects, Management and Consultancy Services and promoting, holding and nurturing of companies engaged in health insurance businesses, or having similar objects as that of the Company. The same has been approved and taken on record by the Registrar of Companies on November 10, 2015.

Pursuant to the Composite Scheme of Arrangement coming into effect, the Company was re-named as MAX INDIA LIMITED and a fresh Certificate of Incorporation was issued by the Registrar of Companies, Chandigarh, subsequent to change of its name on February 12, 2016, under the Composite Scheme of Arrangement and the Companies Act, 2013.

Particulars

Particulars

71(Formerly known as Taurus Ventures Limited)

Max India LimitedA N N U A L R E P O R T 2 0 1 5 - 1 6

Company’s operating subsidiaries and associate Companies, is provided in the Management Discussion & Analysis section which is attached elsewhere in this Annual Report.

Dividend

The year under review was the first financial year of Company’s operations. Therefore, considering the future business plans of the Company, the Board of Directors did not recommend any dividend for the financial year ended 31st March, 2016, on the Equity Share Capital of the Company.

Transfer to Reserves

Consequent to the Composite Scheme of Arrangement becoming effective, the Capital Reserve amounting Rs. 1569.17 Crores and Employee Stock Option outstanding Reserve amounting Rs. 1.98 Crores, both arising on account of Composite Scheme of Arrangement, have been transferred to the Company.

The Company did not transfer any amount out of profits to General Reserve during the year.

Directors

The Board of the Company was significantly reconstituted on January 15, 2016, arising from the composite Scheme of Arrangement.

As on March 31, 2016, your Board of Directors comprises of eight members (detailed below) with one Executive Director and seven Non-Executive Directors of which three are independent.

* Designated as Chairman w.e.f. January 18, 2016.

# Ms. Lavanya Ashok was appointed as an alternate Director to Mr. Sanjeev Mehra w.e.f. April 01, 2016.

All the above stated eight directors were appointed as Additional Directors w.e.f. January 15, 2016 and therefore, their term of office expires on the date of ensuing Annual General Meeting. The Company has received notices under Section 160 of the Companies Act, 2013 from members proposing the candidature of these directors for being appointed as directors of the Company. The Board of Directors recommend to the shareholders for their appointment as Directors of the Company. The brief particulars of all such directors form part of the notice of the ensuing Annual General Meeting.

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation. Accordingly, resolutions proposing appointment of Mr. Ashok Brijmohan Kacker and Prof. Dipankar Gupta, as Independent Directors of the Company, form part of the notice of the ensuing Annual General Meeting. Mr. N.C. Singhal would retire from the Board of Directors of the Company on August 10, 2016, i.e. on completion of age of eighty years in terms of Article 113A of the Articles of Association (AOA) of the Company.

The Board of directors of the Company in its meeting held on January 15, 2016, appointed Mr. Mohit Talwar as Managing Director for five years up to January 14, 2021. The terms and conditions of his appointment form part of the notice of the ensuing Annual General Meeting seeking approval of the shareholders.

1. Mr. Rahul Khosla 03597562 Chairman* / 4Non-Executive Director

2. Mr. Mohit Talwar 02394694 Managing Director 4

3. Mrs. Tara Singh Vachani 02610311 Non- Executive Director 2

4. Mr. Ashwani Windlass 00042686 Non - Executive Director 4

5. Mr. Sanjeev Mehra# 02195545 Non - Executive Director 1

6. Mr. N.C Singhal 00004916 Independent Director 3

7. Mr. Ashok Brijmohan Kacker 01647408 Independent Director 4

8. Prof. Dipankar Gupta 05213140 Independent Director 3

Listing of Equity Shares

The year under review is a notable year for the Company. Post the Composite Scheme of Arrangement becoming effective, the Company applied for Listing of its shares on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) and received Listing Approvals from NSE and BSE on July 11, 2016.

The equity shares of the Company are traded on NSE (Symbol ‘MAX INDIA’) and BSE (Scrip Code ‘539981’) effective from July 14, 2016.

The ISIN number for dematerialisation of the equity shares of the Company is INE153U01017.

Employee Stock Option Plan

The Composite Scheme of Arrangement, inter-alia provides that with respect to the stock options granted by MFSL to its employees under its existing Employee Stock Option Scheme (ESOP)(irrespective of whether the said employees continue to be employees of MFSL or not or become the employees of the Company upon the Demerger), the said employees shall be issued one stock option by the Company under the new scheme for every stock option held in MFSL, whether the same are vested or not, on the terms and conditions similar to the existing Stock Option Scheme of MFSL.

Accordingly, the Board of directors in its meeting held on March 29, 2016, approved and adopted the existing ESOP Scheme of MFSL as ESOP Scheme of the Company and named it as “MAX INDIA EMPLOYEE STOCK PLAN – 2016”.

The Company is in the process of implementation of ESOP scheme. It may be further noted that 2,503,560 stock options of face value of Rs.2 per share granted to the employees of MFSL and outstanding as on Effective date i.e. January 15, 2016 are eligible for 2,503,560 (nos) stock options of the Company of face value of Rs.2 per share under new ESOP scheme on similar terms and conditions.

Extracts of Annual Return

An extracts of the Annual Return as at March 31, 2016 in prescribed form MGT-9 forms part of this report as Annexure 1.

Subsidiaries, Associates and Joint Ventures

Consequent to the Composite Scheme of Arrangement becoming effective from April 1, 2015 being the Appointed date, your Company has 9 (Nine) subsidiaries and 7 (seven) associate Companies (including one direct and six indirect Associates) as on March 31, 2016.

The basic details of these companies form part of the extract of Annual Return given in ‘Annexure-1’.

Form AOC-1 containing the salient features of financial statements of the Company’s subsidiaries and associates is attached as ‘Annexure - 2’.

During the year under review, Max Neeman Medical International Limited and Max Neeman Medical International Inc. ceased to be subsidiaries of the Company effective May 1, 2015.

As provided in section 136 of the Companies Act, 2013, the financial statements and other documents of the subsidiary companies are not being attached with the financial statements of the Company. The Company will make available free of cost the Audited Financial Statements of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same.

The Financial Statements of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies.

The Consolidated Financial Statements presented by the Company include financial results of its Subsidiary Companies and Associates.

Management Discussion & Analysis

A review of the performance of Company, including those of

S.No.

Name of Directors DINCategory/Position

No. of Board meetingsattended during theirtenure (out of total 4)

A N N U A L R E P O R T 2 0 1 5 - 1 6(Formerly known as Taurus Ventures Limited)Max India Limited72

All the members of the Audit Committee are financially literate and the Chairman Mr. N.C. Singhal possesses the required accounting and financial management expertise. Mr. V. Krishnan, the Company Secretary acts as the Secretary to the Committee.

The terms of reference of the Audit Committee are in line with the relevant provisions of Companies Act, 2013 read with Listing Regulations, 2015.

The Committee met three times during the period under review, viz., on January 15, 2016; February 8, 2016 and March 29, 2016 and the details of attendance are as under:

2. Nomination & Remuneration Committee:

The Nomination and Remuneration committee comprising of Mr. Ashok Kacker as its Chairman and Prof. Dipankar Gupta and Mr. Rahul Khosla as its other members, was constituted on January 15, 2016.

The terms of reference of the Nomination & Remuneration Committee are in line with the relevant provisions of Companies Act, 2013 read with Listing Regulations, 2015.

The Nomination & Remuneration Committee met two times during the period under review, viz., on January 15, 2016 and March 29, 2016 and the details of attendance is as under:

3. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee comprising of Mr. Ashwani Windlass as its Chairman and Mr. Ashok Kacker and Mr. Mohit Talwar as its other members, was constituted on January 15, 2016.

The terms of reference of the Stakeholders Relationship Committee are in line with the relevant provisions of Companies Act, 2013 read with Listing Regulations, 2015.

No meeting of Stakeholders Relationship Committee was held during the period under review.

4. Investment & Finance Committee:

The Investment and Finance Committee comprising of Mr. Ashwani Windlass as its Chairman, Mr. Mohit Talwar, Mr. Sanjeev Mehra, Mr. Ashok Kacker, Mrs. Tara Singh Vachani and Mr. Rahul Khosla as its other members was constituted on January 15, 2016.

The terms of reference of Investment & Finance Committee, inter-alia, includes reviewing and recommending the Investment and Financial activities of the Company for the approval of the Board.

The Committee met twice during the period under review, viz., February 8, 2016 and March 29, 2016 and the details of attendance is as under:

In terms of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, none of the Directors are eligible to retire by rotation in the ensuing Annual General Meeting.

Other changes that took place during the year under review are as under:

The Company had Mr. Kuldeep Singh Bisht, Mr. Kanhaiya Prasad and Mr. Harish Bhardwaj as the First Directors effective January 1, 2015.

Mr. V. Krishnan, Mr. Rahul Ahuja and Mr. Jatin Khanna were appointed as additional directors in professional capacity w.e.f. February 7, 2015, in place of first directors. Mr. V. Krishnan and Mr. Jatin Khanna ceased to be the directors on January 15, 2016. Further, Mr. Rahul Ahuja resigned from the Board on February 5, 2016.

The Board of directors in its meeting held on January 15, 2016 appointed Mr. Analjit Singh as an Additional Director and Chairman of the Company and conferred upon him the title of Founder & Chairman Emeritus, Max Group in recognition of his deep and valuable contributions to the Company’s success in his capacity as its Promoters and Sponsor Director since its inception. He, later resigned and ceased to be director from January 18, 2016. The Board thereafter appointed Mr. Rahul Khosla as the Chairman of the Company effective January 18, 2016.

The Board of directors met 11 times during the first financial year of the Company ended March 31, 2016 as per details given below:

Statement of Declaration by Independent Directors

In terms of Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has received declaration of Independence from its independent directors.

Corporate Governance

The shares of the Company were not Listed on any of the Stock Exchanges during the year under review, therefore provisions of Corporate Governance stipulated under Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as “Listing Regulations, 2015”), were not applicable.

Committees of Board of Directors

The Company has following committees of Board of directors which have been established as a part of the best Corporate Governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

1. Audit Committee:

The Audit Committee comprising of Mr. N.C. Singhal as its Chairman and Mr. Ashok Kacker, Prof. Dipankar Gupta and Mr. Mohit Talwar – Managing Director as its members, was constituted on January 15, 2016. Mrs. Tara Singh Vachani is a permanent invitee to the Audit Committee meetings of the Company.

1 January 22, 2015 3 3

2 February 4, 2015 3 3

3 February 7, 2015 3 3

4 April 20, 2015 3 3

5 August 10, 2015 3 3

6 September 28, 2015 3 3

7 December 4, 2015 3 3

8 January 15, 2016 3 2

Adjourned Meeting (January 15, 2016) 9 8

9 January 18, 2016 9 5

10 February 8, 2016 8 7

11 March 29, 2016 8 7

S.No.

Date Board StrengthNo. of Directors

Present

1. Mr. N.C. Singhal Independent Director 3

2. Mr. Ashok Kacker, Independent Director 3

3. Prof. Dipankar Gupta Independent Director 3

4. Mr. Mohit Talwar Managing Director 3

1. Mr. Ashok Kacker Independent Director 2

2. Prof. Dipankar Gupta Independent Director 2

3. Mr. Rahul Khosla Non-executive Director 2

1 Mr. Ashwani Windlass Non - Executive Director 2

2 Mr. Mohit Talwar Managing Director 2

3 Mr. Sanjeev Mehra Non - Executive Director 1

4 Mr. Ashok Kacker Independent Director 2

5 Mrs. Tara Singh Vachani Non-executive Director 1

6 Mr. Rahul Khosla Non-executive Director 2

S.No.

S.No.

S.No.

Name

Name

Name

No. of Meetingsattended



Category of directors





5. Corporate Social Responsibility (CSR) Committee:

The CSR Committee comprising of Mr. N.C. Singhal, Mr. Ashok Kacker and Prof. Dipankar Gupta, was constituted on May 25, 2016.

The terms of reference/ mandate of CSR Committee is in line with the relevant provisions of the Companies Act, 2013.

Independent Directors’ Meeting:

All the Independent Directors met on August 8, 2016, inter-alia, to:

1. Review the performance of non-independent Directors and the Board as a whole;

2. Review the performance of the Chairperson of the Company, taking into account the views of executive Directors and non-executive Directors;

3. Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Performance Evaluation of the Board

During the current financial year, a formal Annual Evaluation process has been carried out for evaluating the performance of the Board, the Committees of the Board and the Individual Directors including Chairperson.

The performance evaluation was carried out by obtaining feedback from all Directors through a confidential online survey mechanism through Board Link which is a secured electronic medium through which the Company interfaces with its Directors. The outcome of this performance evaluation was placed before Nomination and Remuneration Committee, Independent Directors’ Committee and the Board in their meetings held on August 8, 2016.

The review concluded by affirming that the Board as a whole as well as its Chairman, all of its members, individually and the Committees of the Board continued to display commitment to good governance by ensuring a constant improvement of processes and procedures and contributed their best in overall growth of the organization.

Key Managerial Personnel

In terms of provisions of Section 203 of the Companies Act, 2013, Mr. Mohit Talwar - Managing Director, Mr. Jatin Khanna - Chief Financial Officer and Mr. V. Krishnan – Company Secretary were designated as Key Managerial Personnel (KMP) of the Company w.e.f. January 15, 2016.

Nomination & Remuneration Policy

In adherence to the provisions of Section 134 (3)(e) and 178 (1) & (3) of the Companies Act, 2013, the Board of Directors on the recommendation of the Nomination and Remuneration Committee approved a policy on Director’s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided and the same is available on our website www.maxindia.com.

Corporate Social Responsibility Policy (CSR policy)

The Board of Directors has adopted a CSR policy as approved by the Corporate Social Responsibility committee which is available on the website of the Company at www.maxindia.com.

The year under review is the first year of Company’s operations, therefore the Company was not required to spend any amount on CSR activities. In view of the above, the requirement of furnishing Annual Report on CSR Activities as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable on the Company.

Disclosure under Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013

Your Company has requisite policy for prevention, prohibition and

redressal of Sexual Harassment of Women at workplace. This comprehensive policy ensures gender equality and the right to work with dignity. The Internal Complaints Committee (ICC) has been constituted to redress complaints received relating to sexual harassment.

No complaint pertaining to sexual harassment was received under the provisions of this Act as of the date of this report.

Loans, Guarantees or Investments in Securities

The details of loans, guarantees and investments, if any forms part of the notes to the financial statements attached with this Annual Report.

Contracts or Arrangements with Related Parties

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. There is no material contract or arrangement in accordance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence requirement of furnishing particulars of contracts or arrangements entered into by the Company with related parties referred in Section 188(1) of the Companies Act, 2013, in Form AOC-2 is considered to be not applicable to the Company.

The details of all the Related Party Transactions forms part of notes to the financial statements attached to this Annual Report.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website www.maxindia.com

As per the requirement of Section 188 Companies Act, 2013 read with Listing Regulations, 2015, appropriate resolution for the approval of the shareholders with respect to entering into an agreement with one of the related parties is being placed for your approval at the ensuing Annual General Meeting.

Risk Management

Your Company considers that risk is an integral part of its business and therefore, it takes proper steps to manage all risks in a proactive and efficient manner. The Company management periodically assesses risks in the internal and external environment and incorporates suitable risk treatment processes in its strategy, and business and operating plans.

There are no risks which, in the opinion of the Board, threaten the very existence of your Company. However, some of the challenges faced by its key operating subsidiaries have been dealt in detail in the Information Memorandum filed by the Company with Stock Exchanges while obtaining approval for listing of its shares. A copy of the same can also be accessed at Company’s web-site www.maxindia.com.

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future

No significant and material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and future operations of the Company.

Vigil Mechanism

The Company has a vigil mechanism pursuant to which a Whistle Blower Policy has been adopted and the same is hosted on the Company’s website www.maxindia.com.

It provides opportunities to the directors and employees to report in good faith to the management about the unethical and improper practices, fraud or violation of Company’s Code of Conduct. The vigil mechanism under the Policy also provides for adequate safeguard against victimization of employees and Directors who use such


mechanism and makes provision for direct access to the Chairperson of the Audit Committee in exceptional cases.

The Company affirms that none of the personnel of the Company has been denied access to the Audit Committee.

Particulars of Employees

The information required under section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) amendment Rules, 2016, is given in Annexure - 3.

Particulars of Conservation Of Energy, Technology Absorption & Foreign Exchange Earning and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings & outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is as follows:

a) Conservation of Energy

(i) the steps taken or impact on conservation of energy: Regular efforts are made to conserve the energy through various means such as use of low energy consuming lightings, etc.

(ii) the steps taken by the Company for using alternate sources of energy: Since your Company is not an energy intensive unit, utilization of alternate source of energy may not be feasible.

(iii)Capital investment on energy conservation equipment : Nil

b) Technology Absorption

Your Company is not engaged in any kind of manufacturing activities therefore, there is no specific information to be furnished in this regard.

There was no expenditure on Research and Development during the period under review.

c) Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo are given below:

Total Foreign Exchange earned : Nil

Total Foreign Exchange used : Rs. 110 Lacs

Statutory Auditors

M/s S.R. Batliboi & Co., LLP, Chartered Accountants (FRN. 301003E), were appointed as the first Auditors of the Company at the 2nd Extra-Ordinary General Meeting of the Shareholders held on November 9, 2015 to hold office till the ensuing Annual general Meeting. As per the provisions of Companies Act, 2013, they are eligible for re-appointment for another term of four years starting from the conclusion of the ensuing Annual General Meeting.

The Company has received a confirmation from M/s S.R. Batliboi & Co., LLP, Chartered Accountants, to the effect that their appointment as Statutory Auditors of the Company, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and they are not disqualified for re-appointment. Accordingly, the Board recommends appointment of M/s. S.R. Batliboi & Co., LLP, as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting till the conclusion of 5th Annual General Meeting to be held in the calendar year 2020.

The first Auditors Report annexed with this Annual Report, does not contain any qualification, reservation or adverse remarks.

Secretarial Audit

Secretarial Audit was not applicable to the Company during the year under review.

Internal Auditors

During the year under review, M/s. MGC & KNAV, Global Risk Advisory LLP, were appointed as Internal Auditors of the Company for

conducting the Internal Audit of key functions and assessment of Internal Financial Controls.

Internal Financial Control

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation effectiveness were observed.

Further, the testing of such controls was also carried out independently by the Statutory Auditors for the financial year 2015-16.

In the opinion of the Board, the existing internal control framework is adequate and commensurate with the size and nature of the business of the Company.

Public Deposits

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

Directors’ Responsibility Statement

In terms of Section 134(3)(c) of the Companies Act, 2013 and to the best of their knowledge and belief, and according to the information and explanation provided to them, your Directors hereby confirm that:

(a) in preparation of the Financial Statements, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

(b) such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2016 and of the profit of the Company for period ended on that date;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities;

(d) the financial statements have been prepared on going concern basis;

(e) proper internal financial controls were in place and that financial controls were adequate and were operating effectively; and

(f) the systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Unclaimed Shares

In compliance of the Listing Regulations, 2015, the Company has sent two reminders to those shareholders whose certificates have been returned undelivered and is in the process of sending final reminder for those certificates that are still lying with the Registrar and Transfer Agents of the Company. In case there is no response after three reminders, the unclaimed shares shall be transferred to one folio in the name of "Unclaimed Suspense Account" and the voting rights on such shares shall remain frozen till the rightful owner claims the shares.

Proposed Composite Scheme of Amalgamation and Arrangement

The Board of Directors of your Company, on August 8, 2016, approved a Composite Scheme of Amalgamation and Arrangement amongst the Company, Max Life Insurance Company Limited (“Max Life”), HDFC Standard Life Insurance Company Limited (“HDFC Life”) and Max Financial Services Limited (“MFSL”), and their respective shareholders and creditors (“Scheme”), which inter alia provides for:

(a) Amalgamation of Max Life into and with MFSL and the issuance of Equity Shares by MFSL to the shareholders of Max Life (excluding



MFSL itself), based on the share exchange ratio of 1 share of face value of Rs. 2/- each of MFSL for every approx 5 shares of face value of Rs. 10/- each held in Max Life, on a Record Date to be specified for this purpose in accordance with the Scheme;

(b) Demerger of the undertaking pertaining to the Life Insurance Business of Max Life arising from the amalgamation referred to in sub-clause (a), into HDFC Life and the issuance of Equity Shares by HDFC Life to the shareholders of MFSL (including the shareholders to whom shares allotted pursuant to (a) above) based on the share entitlement ratio of approx 7 shares of face value of Rs. 10/- each of HDFC Life for every 3 shares of face value of Rs. 2/- each held in MFSL, on a Record Date to be specified for this purpose in accordance with the Scheme; and

(c) Amalgamation of MFSL which remains after the demerger referred to sub-clause (b) into and with the Company and the issuance of Equity Shares by the Company to the shareholders of MFSL (including the shareholders to whom shares allotted pursuant to (a) above), based on the share exchange ratio of 1 share of face value of Rs. 2/- each of the Company for every 500 shares of face value of Rs. 2/- each held in MFSL, on a Record Date to be specified for this purpose in accordance with the Scheme.

The aforesaid Scheme is contemplated to consolidate the Life Insurance Business of Max Life into and with HDFC Life as both Max Life and HDFC Life have strong margins and synergies and the product mix of their combined businesses shall be well diversified. The combined entity arising out of such an arrangement shall have better prospects of growth. This Scheme shall lead to the eventual listing of HDFC Life on the National Stock Exchange of India Limited and BSE Limited. This Scheme is expected to provide greater financial strength and flexibility and better access to funds.

The implementation of the Scheme is subject to the receipt of all necessary corporate, third party and regulatory approvals (including approvals from the Insurance Regulatory Development Authority of India and the Competition Commission of India). The final Scheme shall be presented to the shareholders of the

Company for their consideration and approval in the meeting of the shareholders of the Company convened by the Hon’ble High Court of Punjab and Haryana or the relevant National Company Law Tribunal, once cleared by the applicable stock exchanges and all the regulatory authorities including the Insurance Regulatory and Development Authority and Competition Commission of India. In the interim, in-principle approval of the shareholders of the Company for the Scheme is being taken separately through postal ballot process.

Cautionary Statement

Statements in this Report, particularly those which relate to Management Discussion and Analysis describing the Company’s objectives, projections, estimates and expectations may constitute “forward looking statements” within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

Acknowledgements

Your Directors would like to place on record their sincere appreciation for the continued co-operation and contribution made by its management and employees that have enabled the Company to achieve impressive growth. Your Directors acknowledge with thanks the co-operation and assistance received from various agencies of the Central and State Governments, Financial Institutions and Banks, Shareholders, Joint Venture partners and all other business associates.

On behalf of the Board of DirectorsMax India Limited

(formerly Known as Taurus Ventures Limited)

Mumbai Rahul KhoslaAugust 8, 2016 Chairman


A N N E X U R E - 1

FORM NO. MGT 9EXTRACT OF ANNUAL RETURN

As on financial year ended on March 31, 2016Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I REGISTRATION & OTHER DETAILS:

i CIN U85100PB2015PLC039155

ii Registration Date 01-01-2015

iii Name of the Company Max India Limited (formerly known as Taurus Ventures Limited)

iv Category/Sub-category Public Company Limited by Shares; Indian Non-Government Company

v Address of the Registered office & contact details 419, Bhai Mohan Singh Nagar Railmajra Tehsil Balachaur,

Dist Nawanshahr, Punjab – 144 533

Phone : 01881-462000/ Fax : 01881-273607

E-mail : [email protected]

vi Whether listed company The Shares of the Company were not Listed on Stock Exchanges as

on March 31, 2016. Subsequent to year end, these are Listed at

NSE and BSE w.e.f. July 14, 2016.

vii Name, Address & contact details of the Registrar & Transfer Agent, if any. Mas Services Limited T-34, 2nd Floor, Okhla Industrial

Area Phase – II, New Delhi – 110020

Phone : 011- 26387281/82/83, Fax : 011 – 26387384


II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

The Company is engaged in the business of investments and providing consultancy services to group companies. However, since it is

primarily engaged only in one business segment viz, "Business Investment" and most of the operations are in India, there are no separate

reportable segments as per Accounting Standard 17 prescribed under section 133 of the Companies Act, 2013 read with Rule 7 of the

Companies (Accounts) Rule, 2014

The Business Activities of the Company namely Management Consultancy (NIC Code: 70200) and Investing in Subsidiaries (NIC Code:

64200), respectively constitutes 23% and 77% of total turnover of the Company.

III PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Prior to the Composite Scheme of Arrangement becoming effective, the Company was the wholly owned subsidiary (WOS) of Max Financial

Services Limited (MFSL) with the authorized and paid-up share capital of Rs. 500,000 (Rupees Five Lakhs only) comprising of 2,50,000

(Two Lakh and Fifty Thousand) Equity Shares of Rs. 2 each.

After the Composite Scheme of Arrangement becoming effective, the initial issued, subscribed and paid up share capital of Rs. 500,000

(Rupees Five Hundred Thousand only) which was subscribed by the MFSL and its nominees was cancelled. And therefore, Company

ceased to be the subsidiary of MFSL w.e.f. May 14, 2016.

As on March 31, 2016, the Company has following Subsidiaries and Associate Companies:

1. Max Bupa Health InsuranceCompany Limited* Act, 2013Max House 1, Dr. Jha Marg, Okhla New Delhi – 110 020.

2. Antara Senior Living Limited U74140DL2011PLC218781 Subsidiary 100% 2 (87) of the Companies Max House 1, Dr. Jha Marg, Okhla Act, 2013New Delhi – 110 020.

3. Antara Purukul Senior Living Limited U74120UR1995PLC018283 Subsidiary 100% 2 (87) of the Companies Antara Senior Living Guniyal Gaon, Act, 2013P.o. Sinola Dehradun Dehradun, UR 248003

4. Antara Gurgaon Senior Living Limited. U74140DL2012PLC244411 Subsidiary 100% 2 (87) of the CompaniesMax House Act, 20131, Dr. Jha Marg, Okhla New Delhi – 110 020.

5. Pharmax Corporation Limited U24232PB1989PLC009741 Subsidiary 85.21% 2 (87) of the CompaniesBhai Mohan Singh Nagar Act, 2013Railmajra, Tehsil BalachaurDist. NawanshahrPunjab – 144 533.

U66000DL2008PLC182918 Subsidiary 74.00% 2 (87) of the Companies

SI.

No.

Name and address of the Company CIN/GLN Holding/Subsidiary/

Associate

% of

shares held

Applicable

Section



6. Max Skill First Limited(formerly Max Healthstaff Act, 2013International Limited)Max House, 1, Dr. Jha Marg, Okhla New Delhi – 110 020.

7 Max One Distribution and U74140DL2013PLC254577 Subsidiary 100% 2 (87) of the CompaniesServices Limited Act, 2013Max House1, Dr. Jha Marg, Okhla New Delhi – 110 020.

8. Max Ateev Limited U74899DL1994PLC060700 Subsidiary 100% 2 (87) of the Companies Max House 1, Dr. Jha Marg, Okhla Act, 2013New Delhi – 110 020.

9. Max UK Limited NA Subsidiary 100% 2 (87) of the CompaniesCoveham House, Act, 2013Downside Bridge RoadCobham, Surrey KT11 3EP United Kingdom

10. Max Healthcare Institute Limited** U72200DL2001PLC111313 Associate Company 46.28% 2 (6) of the Companies Max House Act, 20131, Dr. Jha Marg, Okhla New Delhi – 110 020.

11. Max Medical Services Limited*** U74899DL1994PLC061314 Associate Company 46.28% 2 (6) of the CompaniesMax House Act, 20131, Dr. Jha Marg, Okhla New Delhi – 110 020.

12. Alps Hospital Limited *** U74899DL1989PLC036413 Associate Company 46.28% 2 (6) of the Companies Max House Act, 20131, Dr. Jha Marg, Okhla New Delhi – 110 020

13. Hometrail Estate Private Limited *** U45400DL2008PTC176963 Associate Company 46.28% 2 (6) of the Companies Max House Act, 20131, Dr. Jha Marg, Okhla New Delhi – 110 020

14. Hometrail Buildtech Private Limited *** U45400DL2008PTC176962 Associate Company 46.28% 2 (6) of the Companies Max House Act, 20131, Dr. Jha Marg, Okhla New Delhi - 110 020

15 Crosslay Remedies Limited*** U24239DL2002PLC113719 Associate Company 36.34% 2 (6) of the Companies A 14, Pushpanjali, Vikas Marg Extension, Act, 2013New Delhi 110092

16 Saket City Hospitals Private Limited*** U85110DL1991PTC042646 Associate Company 23.59% 2 (6) of the Companies Mandir Marg Saket, New Delhi 110017 Act, 2013

U85199DL2003PLC119249 Subsidiary 100% 2 (87) of the Companies

SI.

No.


Associate

% of

shares held

Applicable

Section

A N N E X U R E - 1

* consequent to dilution of stake in Max Bupa Health Insurance Company Limited (Max Bupa), effective June 9, 2016 the Company’s holding in Max Bupa stood reduced to 51%.

** Shareholding of the Company in Max Healthcare Institute Limited has been reduced to 45.95% during the quarter ended June 30, 2016.

*** Subsidiaries of Max Healthcare Institute Limited


A N N E X U R E - 1

IV SHAREHOLDING PATTERN (Equity Share capital Breakup as percentage to Total Equity)

Category of Shareholders No. of Shares held at

the beginning of the year

No. of Shares held at

the end of the year % change during

the yearDemat Physical Total % of Total

Shares

Demat Physical Total % of Total

Shares

A. Promoters

(1) Indian

a) Individual/ HUF 0 6* 6 0.00 0 6* 6 0.00 0.00

b) Central Govt - - - - - - - -

c) State Govt(s) - - - - - - - -

d) Bodies Corp. 0 2,49,994 2,49,994 100.00 0 2,49,994 2,49,994 100.00 0.00

e) Banks / FI - - - - - - - -

f) Any other - - - - - - - -

Total shareholding of Promoter (A) 0 2,50,000 2,50,000 100.00 0 2,50,000 2,50,000 100.00 0.00

B. Public Shareholding

1. Institutions - - - - - - - - -

a) Mutual Funds - - - - - - - - -

b) Banks / FI - - - - - - - - -

c) Central Govt - - - - - - - - -

d) State Govt(s) - - - - - - - - -

e) Venture Capital Funds - - - - - - - - -

f) Insurance Companies - - - - - - - - -

g) FIIs - - - - - - - - -

h) Foreign Venture Capital Funds - - - - - - - - -

i) Others (specify) FDI - - - - - - - - -

Sub-total (B)(1):- - - - - - - - - -

2. Non-Institutions

a) Bodies Corp.

i) Indian - - - - - - - - -

ii) Overseas - - - - - - - - -

b) Individuals - - - - - - - - -

I) Individual shareholders holding nominal - - - - - - - - -

share capital upto Rs. 1 lakh

ii) Individual shareholders holding nominal - - - - - - - - -

share capital in excess of Rs 1 lakh

c) Others (specify)

Non Resident Indians - - - - - - - - -

Overseas Corporate Bodies - - - - - - - - -

Foreign Nationals - - - - - - - - -

Clearing Members - - - - - - - - -

Trusts - - - - - - - - -

Foreign Bodies - D R - - - - - - - - -

Sub-total (B)(2):- - - - - - - - - -

Total Public Shareholding (B)=(B)(1)+ (B)(2) - - - - - - - - -

C. Shares held by Custodian for GDRs & ADRs - - - - - - - - -

Grand Total (A+B+C) 0 2,50,000 2,50,000 100.00 0 2,50,000 2,50,000 100.00 0.00

* Shares held as nominees of Max Financial Services Limited (formerly Max India Limited).



A N N E X U R E - 1

(ii) SHARE HOLDING OF PROMOTERS

Sl

No.

Shareholding at the

beginning of the year

% change in

share holding

during the yearNo ofshares

% of totalshares of the

company

% of shares pledgedencumbered to

total shares

No ofshares


company


total shares

1 Max Financial Services Limited

(formerly Max India Ltd.)

2 Mr. Jatin Khanna* 1 0.00 0.00 1 0.00 0.00 0.00

3 Mr. V. Krishnan* 1 0.00 0.00 1 0.00 0.00 0.00

4 Mr. Dilbagh Singh Narang* 1 0.00 0.00 1 0.00 0.00 0.00

5 Mr. Rahul Ahuja* 1 0.00 0.00 1 0.00 0.00 0.00

6 Mr. Pradeep Pal Chadha* 1 0.00 0.00 1 0.00 0.00 0.00

7 Mr. M.G. Rajagopalan* 1 0.00 0.00 1 0.00 0.00 0.00

* Shares held as nominees of Max Financial Services Limited (formerly Max India Limited)

2,49,994 100.00 0.00 2,49,994 100.00 0.00 0.00

Shareholders Name Shareholding at the

end of the year

iii) C) CHANGE IN PROMOTERS' SHAREHOLDING ( SPECIFY IF THERE IS NO CHANGE)

Sl

No.

Share holding at the beginning

of the Year

No of shares % of total sharesof the company


1. Max Financial Services Limited (formerly Max India Limited)

At the beginning of the year 2,49,994 100.00 - -

Increase / Decrease in Shareholding during the year 0 0 0 0

At the end of the year - - 2,49,994 100.00

2. Mr. Jatin Khanna*

At the beginning of the year 1 0.00 - -


At the end of the year - - 1 0.00

3. Mr. V. Krishnan*




4. Mr. Dilbagh Singh Narang*




5. Mr. Rahul Ahuja*




6. Mr. Pradeep Pal Chadha*




7. Mr. M.G. Rajagopalan*





Cumulative Share holding

during the year


A N N E X U R E - 1

iv) Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):

Sl

No.


of the Year



1. Max Financial Services Limited (formerly Max India Limited)

At the beginning of the year 2,49,994 100.00 - -


At the end of the year - - 2,49,994 100.00

2. Mr. Jatin Khanna*




3. Mr. V. Krishnan*




4. Mr. Dilbagh Singh Narang*




5. Mr. Rahul Ahuja*




6. Mr. Pradeep Pal Chadha*




7. Mr. M.G. Rajagopalan*






during the year

For Each of the Top 10

Shareholders



A N N E X U R E - 1

Sl

No.


of the Year



Directors

1 Mr. Rahul Khosla


Increase / Decrease in Shareholding during the year - - - -


2 Mrs. Tara Singh Vachani




3 Mr. Ashwani Windlass




4 Mr. Sanjeev Mehra




5 Mr. N.C Singhal




6 Mr. Ashok Brijmohan Kacker




7 Prof. Dipankar Gupta





1 Mr. Jatin Khanna - CFO*




2 Mr. V. Krishnan - CS*


Increase / Decrease in Shareholding during the year 0 0 0


3 Mr. Mohit Talwar - MD





during the year

Shareholding of each Directors and each


*Shares held as nominees of Max Financial Services Limited (formerly known as Max India Limited)

Note: Above stated directors and KMPs have been appointed effective from January 15, 2016.

v) Shareholding of Directors’ and Key Managerial Personnel


(v) INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment - NIL

Total

Indebtedness

Deposits

Indebtedness at the beginning of the financial year

i) Principal Amount - - - -

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - - -

Total (i+ii+iii) - - - -

Change in Indebtedness during the financial year

* Addition - - - -

* Reduction - - - -

Net Change - - - -

Indebtedness at the end of the financial year

i) Principal Amount - - - -

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - - -

Total (i+ii+iii) - - - -

Unsecured

Loans

Secured Loans excluding

deposits & Working Capital Limits

A N N E X U R E - 1

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Director and/or Manager:

1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the 49,41,306 49,41,306

Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 except stock options - -

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 - -

2 Stock Option - -

3 Sweat Equity - -

4 Commission - -

- as % of profit

- others, specify…

5 Others:

- Company Contribution to PF - -

- Medical Remibursements - -

- Medical Insurance Premium - -

- Personal Accident Insurance Premium - -

Total (A) 49,41,306 49,41,306

Ceiling as per the Act -

SI. No. Particulars of Remuneration Total Amount (Rs.)Name of the MD/WTD/ManagerMr. Mohit Talwar, MD

(w.e.f. January 15, 2016)



A N N E X U R E - 1

B. Remuneration to other directors:

TotalAmount

1 Independent Directors:

Fee for attending board committee meetings -- -- 600,000 800,000 11,00,000 -- -- -- 25,00,000

Commission -- -- -- -- -- -- -- – --

Others, please specify -- -- -- -- -- -- -- – –

Total (1) -- -- 600,000 800,000 11,00,000 -- -- -- 25,00,000

2 Other Non-Executive Directors:

Fee for attending board committee meetings 800,000 300,000 -- -- -- 200,000 600,000 -- 19,00,000

Commission -- -- -- -- -- -- -- -- –

Others, please specify -- -- -- -- -- -- -- -- –

Total (2) 800,000 300,000 200,000 600,000 -- 19,00,000

Total (B)=(1+2) –

Total Managerial Remuneration 800,000 300,000 600,000 800,000 11,00,000 200,000 600,000 44,00,000

Overall Ceiling as per the Act

*ceased to be director w.e.f. January 18, 2016.

SN. Particulars of Remuneration Name of Directors

Mr. SanjeevMehra

Mr. AshwaniWindlass

Mr. AnaljitSingh*

Mr. AshokKacker

Prof. DipankarGupta

Mr. N.C.Singhal

Mrs. Tara SinghVachani

Mr. RahulKhosla

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the - 30,27,579 14,52,102 45,52,431

Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 except stock options - 6,881 8,410 15,291

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 - - -

2 Stock Option - - -

3 Sweat Equity - - - -

4 Commission - - - -

- as % of profit

- others, specify…

5 Others:

- Company Contribution to PF - 72,750 66,947 1,39,697

- Medical Remibursement 15,000 8,585 23,585

- Medical Insurance Premium - - 12,504 12,504

- Personal Accident Insurance Premium - 96 96

Total (A) - 31,22,210 15,48,644 47,43,604

SI. No. Particulars of RemunerationName of MD/WTD/Manager

CEOMr. V. Krishnan

CS(w.e.f. January 15, 2016)

Mr. JatinKhanna CFO

(w.e.f. January 15, 2016)

Total

Amount (Rs.)

VII PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

Appeal made, if

any (give details)

Authority (RD/

NCLT/Court)

A. COMPANY

Penalty

Punishment

Compounding

B. DIRECTORS

Penalty

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment

Compounding

Details of Penalty/Punishment/

Compounding fees imposed

Brief Description

None

None

None

TypeSection of the

Companies Act


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A N N E X U R E - 2 ( PA RT B )

Part "B" - Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Name of Associates/Joint Ventures Max Healthcare Institute Ltd

(1) Latest audited Balance Sheet date 31-Mar-16

(2) Shares of Associates/Joint Ventures held by the company on the year end

No.

Amount of Investment in Associates/Joint Ventures 49,412.68

Extend of Holding % 46.27%

(3) Description of how there is significant influence Max India Ltd. holds 46.27% of share capital in

Max Healthcare Institute Ltd.

(4) Reason why the associate/joint venture is not consolidated NA

(5) Networth attributable to Shareholding as per latest audited Balance Sheet 52,131.48

(6) Profit/Loss for the year^ (1,377.10)

i. Considered in Consolidation (661.21)

ii. Not Considered in Consolidation (715.89)

1. Names of associates or joint ventures which are yet to commence operations - NIL

2. Names of associates or joint ventures which have been liquidated or sold during the year - NIL

^ As per MHIL Consolidated financals

(Amt in Rs Lacs)


A N N E X U R E - 3 ( PA RT A )

(ii) Percentage increase/(decrease) in the remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year 2015-16: Not applicable as the year under review is the first financial year of the Company.

(iii) The Percentage increase in the median remuneration of all employees in the financial year 2015-16: Not applicable as the year under review is the first financial year of the Company.

(iv) The Company had 48 permanent employees on its rolls as on 31st March, 2016.

(v) The average percentile increase in salaries of employees other than managerial personnel in the financial year 2015-16 in comparison with percentile increase in managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Not applicable as the year under review is the first financial year of the Company.

(vi) The Company confirms that remuneration paid during the year 2015-16, is as per the Remuneration Policy of the Company.

Information required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016:

(i) Ratio of remuneration of each Director to the Median Remuneration of Employees excluding Managing Director for the financial year ended on 31st March, 2016 is as follows:

Mr. Mohit Talwar (appointed as Managing Director on January 15, 2016): 8.5

Note:

1) This ratio has been calculated for remuneration of all employees pro-rated for 77 days which reflects a like to like comparison for the Managing Director and rest of the employees.

2) Non-executive Directors have been receiving remuneration in the form of Sitting Fees for attending the meetings of Board of directors or committee thereof, therefore their remuneration details have not be considered while disclosing particulars under S. No. i).



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A N N E X U R E - 3 ( PA RT B )


To the Members of Max India Limited (formerly Taurus Ventures Limited)

Report on the Financial Statements

We have audited the accompanying standalone financial statements of Max India Limited (formerly Taurus Ventures Limited) (“the Company”), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and Cash Flow Statement for the period then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at

March 31, 2016, its profit, and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure 1 a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of written representations received from the directors as on March 31, 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For S.R. BATLIBOI & CO LLPChartered AccountantsICAI Firm registration number: 301003E/ E300005

per Manoj Kumar GuptaPartnerMembership No.: 83906

Place: GurgaonDate: May 25, 2016



Annexure 1 referred to in paragraph 1 under the heading “Report on other legal and regulatory requirements” of our report of even date

Re: Max India Limited (formerly Taurus Ventures Limited)(“the Company”)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) Fixed assets have been physically verified by the management during the year and no material discrepancies were identifiedon such verification.

(c) According to the information and explanations given by the management, the title deeds of immovable properties included in fixed assets are held in the name of the company.

(ii) (a) The Company’s business does not involve inventories and, accordingly, the requirements under paragraph 3(ii) of the Order are not applicable to the Company.

(iii)(a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions ofclause 3(iii) (a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, provisions of section 185 and 186 of the Companies Act 2013 in respect of loans to directors including entities in which they are interested and in respect of loans and advances given, investments made and guarantees and securities given have been complied with by the Company.

(v) The Company has not accepted any deposits from the public.

(vi) To the best of our knowledge and as explained, the Central Government has not specified the maintenance of cost records under Section 148(1) of the Companies Act, 2013, for the products/services of the Company.

(vii)(a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees’ state insurance, income-tax, service tax, duty of custom, cess and other material statutory dues applicable to it. The provisions relating to sales tax, duty of excise, value added tax are not applicable to the Company.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income-tax, service tax, duty of custom, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable. The provisions relating to sales tax, duty of excise, value added tax are not applicable to the Company.

(c) According to the information and explanations given to us, there are no dues of income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax and cess which have not been deposited on account of any dispute.

(viii) The Company did not have any outstanding dues in respect of banks, financial institution or debenture holders or government.

(ix) According to the information and explanations given by the management, the Company has not raised any money way of initial public offer/ further public offer/ debt instruments and term loans hence, reporting under clause (ix) is not applicable to the Company and hence not commented upon.

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the company or no material fraud on the company by the officers and employees of the Company has been noticed or reported during the year.

(xi) According to the information and explanations given by the management, the Company is in the process of obtaining shareholders’ approval for managerial remuneration which has been paid over and above approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013, aggregating Rs.24.41 lacs as at March 31, 2016.

(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.

(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence, reporting requirements under clause 3(xiv) are not applicable to the company and, not commented upon.

(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013.

(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company for the current period.





ANNEXURE 2 TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF MAX INDIA LIMTED (FORMERLY TAURUS VENTURES LIMITED)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)


We have audited the internal financial controls over financial reporting of Max India Limited (formerly Taurus Ventures Limited) (“the Company”) as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the period ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.


Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial

control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.






B A L A N C E S H E E T

AS AT M A RC H 31, 2 0 1 6

Equity and liabilities

Shareholders' funds

Share capital 4 5.00

Share capital pending allotment 31 5,334.68

Reserves and surplus 5 158,577.98

163,917.66

Non-current liabilities

Long-term provisions 7 210.08

210.08

Current liabilities

Trade payables 8

- Total outstanding dues of micro enterprises and small enterprises

- Total outstanding dues of creditors other than micro enterprises and small enterprises 247.80

Other current liabilities 8 363.70

Short-term provisions 7 123.62

735.12

TOTAL 164,862.86

Assets

Non-current assets

Fixed assets

Tangible assets 10 271.94

Capital work-in- progress 2.19

Non-current investments 9 134,631.92

Deferred tax assets 6 -

Loans and advances 11 11,900.24

146,806.29

Current assets

Current investments 12 16,162.81

Cash and bank balances 13 84.02

Loans and advances 11 80.43

Other current assets 14 1,729.31

18,056.57

TOTAL 164,862.86

Summary of significant accounting policies 3

As atMarch 31, 2016

(Rs. in Lacs)

Notes

For S.R.Batliboi & Co. LLP For and on behalf of the Board of Directors Chartered AccountantsICAI Firm Registration Number: 301003E/E300005

per Manoj Gupta Mohit Talwar N. C. SinghalPartner (Managing Director) (Director)Membership Number: 83906 (DIN 02394694) (DIN 00004916)

Jatin Khanna V. Krishnan(Chief Financial Officer) (Company Secretary)

Place : Gurgaon Place : New DelhiDate : May 25, 2016 Date : May 25, 2016

of Max India Limited

The accompanying notes are an integral part of the financial statementsAs per our report of even date


S TAT E M E N T O F P R O F I T A N D L O S S

Fo r th e peri o d Jan uary 01, 2015 to March 31, 201 6

Income

Revenue from operations 15 6,814.39

Other income 16 1.25

Total revenue (I) 6,815.64

Expenses

Employee benefits expense 17 2,250.87

Depreciation expense 19 73.10

Other expenses 18 2,228.97

Total expenses (II) 4,552.94

Profit before tax 2,262.70

Tax expense

Current tax 829.12

Deferred tax -

Total tax expense 829.12

Profit after tax 1,433.58

Earnings per equity share 20

[Nominal value of shares Rs. 2/-]

Basic (Rs.) 0.54

Diluted (Rs.) 0.53


For the period fromJanuary 01, 2015 to

March 31, 2016

(Rs. in Lacs)

Notes









C A S H F L O W S TAT E M E N T


March 31, 2016

(Rs. in Lacs)

Cash flow from operating activities

Net profit before tax 2,262.70

Non cash adjustments to reconcile profit before tax to net cash flows:

Depreciation 73.10

Interest income (464.74)

Option fees (3,104.79)

Net loss on sale of fixed assets 8.04

Net profit on sale of current investments (1,691.32)

Fixed assets written off 0.07

Liability/ provisions no longer required written back (0.09)

Provision for doubtful advances - subsidiary 6.91

Employee stock option expense 23.99

Operating profit before working capital changes (2,886.13)

Movement in working capital :

Decrease in trade payables (124.75)

Increase in other current liabilities 159.35

Increase in long term provisions 52.65

decrease in short term provisions (93.50)

Increase in long-term loans and advances (4,496.39)

Decrease in short-term loans and advances 161.05

Increase in other current assets 406.46

Cash generated from/(used in) operations (7,634.18)

Direct taxes (paid)/ net of refunds (837.59)

Net cash flow used in operating activities (A) (8,471.77)

Cash flow from investing activities

Purchase of fixed assets, including CWIP and capital advances (155.34)

Proceeds from sale of fixed assets 29.00

Purchase of non- current investments (23,275.00)

Purchase of current investments (45,960.00)

Proceeds from sale/maturity of current investments 69,283.68

Option fees received 3,000.36

Interest received 474.05

Net cash flow from /(used in) investing activities (B) 3,396.95

Cash flow from financing activities

Proceeds from issue of share capital 5.00

Net cash flow from /(used in) financing activities (c) 5.00

Net decrease in cash and cash equivalents (A + B + C) (5,070.02)

Cash and cash equivalents transferred on demerger (refer note 31) 5,154.04

Cash and cash equivalents at the end of the year 84.02

Fo r th e per i o d Ja n ua ry 01, 2 01 5 to M a rch 31, 2 01 6


As atMarch 31, 2016

(Rs. in Lacs)

Cash on hand 0.77

Cheques/drafts on hand 0.65

Balances with banks

on current account 82.60

Total cash and cash equivalents 84.02


Components of cash and cash equivalent











N OT ES TO FI N A N C I A L STAT EM EN TS

1. Corporate information

Max India Limited (the Company) is a public limited company registered under Companies Act, 2013 and incorporated on January 01, 2015.

Its shares are in the process of listing on stock exchanges in India.

The Company is primarily engaged in making business investments in its subsidiaries and providing shared services to the group companies.

2. Basis of preparation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (Indian

GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified

under Section 133 of the Companies Act, 2013, read together with paragraph 7 of the Companies (Accounts) Rules 2014. The financial

statements have been prepared on accrual basis and under the historical cost convention.

3. Summary of significant accounting policies

3.1 Use of estimates

The preparation of financial statements in conformity with Indian GAAP requires the management to make judgments, estimates and

assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent

liabilities, at the end of the reporting period. Although these estimates are based on the management's best knowledge of current

events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment

to the carrying amounts of assets or liabilities in future periods.

3.2 Tangible fixed assets

Fixed assets are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. The cost comprises

purchase price, borrowing costs if capitalization criteria are met and directly attributable cost of bringing the asset to its working

condition for the intended use. Any trade discounts and rebates are deducted in arriving at the purchase price.

Subsequent expenditure related to an item of fixed asset is added to its book value only if it increases the future benefits from the

existing asset beyond its previously assessed standard of performance. All other expenses on existing fixed assets, including day-to-

day repair and maintenance expenditure and cost of replacing parts, are charged to the statement of profit and loss for the period

during which such expenses are incurred.

Gains or losses arising from derecognition of fixed assets are measured as the difference between the net disposal proceeds and the

carrying amount of the asset and are recognized in the statement of profit and loss when the asset is derecognized.

3.3 Depreciation on tangible fixed assets

Leasehold improvement is amortized on straight line basis over the period of lease.

Depreciation on fixed assets is calculated on straight-line basis using the rates arrived at based on the useful lives estimated by the

management. The company has used the following rates to provide depreciation on its fixed assets:

Useful life (years)

Furniture and Fixtures 10 years

Office Equipment 5 years

IT Equipment (End user devices) 3 years

IT Equipment (Servers and network) 6 years

Vehicles 3-8 years

3.4 Leases

Where the Company is lessee

Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item are classified as

operating leases. Operating lease payments are recognized as an expense in the statement of profit and loss on a straight line basis

over the lease term.

Where the Company is lessor

Leases in which the company does not transfer substantially all the risks and benefits of ownership of the asset are classified as

operating leases. Assets subject to operating leases are included in fixed assets. Lease income on an operating lease is recognized in

the statement of profit and loss on a straight-line basis over the lease term. Costs, including depreciation, are recognized as an

expense in the statement of profit and loss. Initial direct costs such as legal costs, brokerage costs, etc. are recognized immediately in

the statement of profit and loss.

3.5 Impairment of tangible assets

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or

when annual impairment testing for an asset is required, the Company estimates the asset's recoverable amount. An asset's




recoverable amount is the higher of an asset's or cash-generating unit's (CGU) net selling price and its value in use. The recoverable

amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those

from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is

considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are

discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money

and the risks specific to the asset. In determining net selling price, recent market transactions are taken into account, if available. If no

such transactions can be identified, an appropriate valuation model is used.

The Company bases its impairment calculation on detailed budgets and forecast calculations which are prepared separately for each

of the Company's cash-generating units to which the individual assets are allocated. These budgets and forecast calculations are

generally covering a period of five years. For longer periods, a long term growth rate is calculated and applied to project future cash

flows after the fifth year.

Impairment losses of continuing operations are recognized in the statement of profit and loss.

After impairment, depreciation is provided on the revised carrying amount of the assets over its remaining useful life.

An assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no

longer exist or may have decreased. If such indication exists, the company estimates the asset’s or cash-generating unit’s recoverable

amount. A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the

asset’s recoverable amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset

does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no

impairment loss been recognized for the asset in prior years. Such reversal is recognized in the statement of profit and loss.

3.6 Investments

Investments, which are readily realizable and intended to be held for not more than one year from the date on which such investments

are made, are classified as current investments. All other investments are classified as long-term investments.

On initial recognition, all investments are measured at cost. The cost comprises purchase price and directly attributable acquisition

charges such as brokerage, fees and duties.

Current investments are carried in the financial statements at lower of cost and fair value determined on an individual investment

basis. Long-term investments are carried at cost. However, provision for diminution in value is made to recognize a decline other than

temporary in the value of the investments.

On disposal of an investment, the difference between its carrying amount and net disposal proceed is charged or credited to the

statement of profit and loss.

3.7 Revenue Recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be

reliably measured. The following specific recognition criteria must also be met before revenue is recognized:

Income from services

Revenues from shared services contracts are recognized over the period of the contract as and when services are rendered. The

company collects service tax on behalf of the government and, therefore, it is not an economic benefit flowing to the company. Hence,

it is excluded from revenue.

Interest

Interest income is recognized on a time proportion basis taking into account the amount outstanding and the applicable interest rate.

3.8 Foreign currency transactions

Initial recognition

Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate

between the reporting currency and the foreign currency at the date of the transaction.

Conversion

Foreign currency monetary items are retranslated using the exchange rate prevailing at the reporting date. Non-monetary items which

are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the

transaction; and non-monetary items which are carried at fair value or other similar valuation denominated in a foreign currency are

reported using the exchange rates that existed when the values were determined.

Exchange differences

Exchange differences arising on the settlement of monetary items, or on reporting such monetary items at rates different from those

at which they were initially recorded during the year, or reported in previous financial statements, are recognized as income or as





expenses in the year in which they arise.

3.9 Employee Benefits

Provident Fund

The Company contributes to employees provident fund benefits through a trust "Max India Limited Provident Fund Trust" managed by

Max Financial Services Limited (erstwhile Max India Limited) whereby amounts determined at a fixed percentage of basic salaries of

the employees are deposited to the trust every month. The benefit vests upon commencement of the employment. The minimum

interest rate payable by the trust to the beneficiaries every year is notified by the government and the Company has an obligation to

make good the shortfall, if any, between the return from the investments of the trust and the notified interest rate. The Company has

obtained actuarial valuation to determine the shortfall, if any, as at the Balance Sheet date.

Gratuity

Employee benefit in form of gratuity plan is a defined benefit obligation. The cost of providing benefit under this plan are determined

on the basis of actuarial valuation at end of each year using projected unit credit method. Actuarial gains and losses for the defined

benefit plan are recognized in full in the period in which they occur in the statement of profit and loss.

Compensated Absences

Accumulated leave, which is expected to be utilized within the next 12 months, is treated as short-term employee benefit. The

company measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused

entitlement that has accumulated at the reporting date.

The company treats accumulated leave expected to be carried forward beyond twelve months, as long-term employee benefit for

measurement purposes. Such long-term compensated absences are provided for based on the actuarial valuation using the

projected unit credit method at the year-end. Actuarial gains/losses are immediately taken to the statement of profit and loss and are

not deferred. The company presents the leave as a current liability in the balance sheet, to the extent it does not have an unconditional

right to defer its settlement for 12 months after the reporting date. Where company has the unconditional legal and contractual right

to defer the settlement for a period beyond 12 months, the same is presented as non-current liability.

3.10 Income taxes

Tax expense comprises current and deferred tax. Current income-tax is measured at the amount expected to be paid to the tax

authorities in accordance with the Income-tax Act, 1961 enacted in India. The tax rates and tax laws used to compute the amount are

those that are enacted or substantively enacted, at the reporting date. Current income tax relating to items recognized directly in

equity is recognized in equity and not in the statement of profit and loss

Deferred income taxes reflect the impact of timing differences between taxable income and accounting income originating during the

current year and reversal of timing differences for the earlier years. Deferred tax is measured using the tax rates and the tax laws

enacted or substantively enacted at the reporting date. Deferred income tax relating to items recognized directly in equity is

recognized in equity and not in the statement of profit and loss.

Deferred tax liabilities are recognized for all taxable timing differences. Deferred tax assets are recognized for deductible timing

differences only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which

such deferred tax assets can be realized. In situations where the company has unabsorbed depreciation or carry forward tax losses,

all deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence that they can be realized

against future taxable profits.

At each reporting date, the company re-assesses unrecognized deferred tax assets. It recognizes unrecognized deferred tax asset to

the extent that it has become reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be

available against which such deferred tax assets can be realized.

The carrying amount of deferred tax assets are reviewed at each reporting date. The company writes-down the carrying amount of

deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future

taxable income will be available against which deferred tax asset can be realized. Any such write-down is reversed to the extent that it

becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set-off current tax assets against current tax

liabilities and the deferred tax assets and deferred tax liabilities relate to the same taxable entity and the same taxation authority.

3.11 Employee stock compensation cost

Employees (including directors) of the company receive remuneration in the form of share based payment transactions, whereby

employees render services as consideration for equity instruments (equity-settled transactions).

In accordance with the Securities and Exchange Board of India (SEBI) (Share based Employee Benefits) Regulations, 2014 and the

Guidance Note on Accounting for Employee Share-based Payments, the cost of equity-settled transactions is measured using the




intrinsic value method and recognized, together with a corresponding increase in the “Stock options outstanding account” in

reserves. The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the

extent to which the vesting period has expired and the company’s best estimate of the number of equity instruments that will

ultimately vest. The expense or credit recognized in the statement of profit and loss for a period represents the movement in

cumulative expense recognized as at the beginning and the end of that period and is recognized in employee benefits expense.

3.12 Earnings Per Share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the

weighted average number of the equity shares outstanding during the period.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and

the weighted average number of shares outstanding during the period are adjusted for the effects of all potential dilutive equity shares

3.13 Provisions

A provision is recognized when the Company has a present obligation as a result of past event. It is probable that an outflow of

resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of

the obligation. Provisions are not discounted to their present value and are determined based on the best estimate required to settle

the obligation at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best

estimates.

3.14 Contingent liability

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-

occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized

because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in

extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Company does

not recognize a contingent liability but discloses its existence in the financial statements.

3.15 Cash and cash equivalents

Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand and short term investments

with an original maturity of three months or less.

As atMarch 31, 2016

(Rs. in Lacs)

Authorised shares (Nos.)

300,000,000 equity shares of Rs. 2/- each 6,000.00

6,000.00

Issued, subscribed and fully paid-up shares (Nos.)

250,000 equity shares of Rs. 2/- each fully paid up 5.00

5.00

4.0 Share capital

March 31, 2016(Rs. in Lacs)

Equity Shares

At the beginning of the period - -

Issued during the period - Fresh Allotment 250,000 5.00

Outstanding at the end of the year 250,000 5.00

4.1 Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

No. of shares

4.2 Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs. 2/- per share. Each holder of equity shares is entitled to one vote

per share. The company has not declared any dividend. In the event of liquidation of the Company, the holders of equity shares will be

entitled to receive remaining assets of the Company after distribution of all preferential amount. The distribution will be in proportion to the

number of equity shares held by the shareholders.





March 31, 2016% held

Equity shares of Rs. 2/- each fully paid

- Max Financial Services Limited (formerly known as Max India Limited) 250,000 100%

(Including 6 shares held by nominees of MFSL)

4.3 Details of shareholder holding more than 5% shares is set out below (legal ownership)

No. of sharesName of the Shareholder

Subsequent to the year end, the Company has received the Foreign Investment Promotion Board (FIPB) approval

06, 2016. to issue and allot shares to MFS's shareholders as on the record date i.e. January 28, 2016. The Company has issued and

allotted 26,69,83,999 equity shares of Rs. 2/- each on May 14, 2016 and the existing equity capital of the Company of Rs. 5.00 laces

which was fully held by MFS, has been cancelled pursuant to the provisions of the Scheme.

vide its letter dated May

As atMarch 31, 2016

(Rs. in Lacs)

Capital reserve

Balance at beginning of the period -

Add: Arising out of Scheme of demerger (refer note 31) 156,917.06

156,917.06

Employee stock option outstanding


Add: Arising out of Scheme of demerger (refer note 31) 198.38

Add/(less): compensation options granted during the period 28.96

Closing balance 227.34

Surplus in the statement of profit and loss


Profit for the period 1,433.58

Net surplus in the statement of profit and loss 1,433.58

Total reserves and surplus 158,577.98

5 Reserve and surplus

As atMarch 31, 2016

(Rs. in Lacs)

Deferred tax assets

Impact of expenditure charged to the statement of profit and loss but allowed for tax purposes in subsequent years 129.92

Fixed Assets: Impact of difference between tax depreciation and depreciation/amortisation charged for 39.43 the financial reporting

Gross deferred tax assets 169.35

Deferred tax liabilities -

Net deferred tax liabilities / (assets) (169.35)

Net deferred tax liabilities / (assets) recognised (refer note below) -

Note: The Company follows Accounting Standard (AS-22) “Accounting for taxes on Income”, as notified by Companies Accounting Standards

Rules, 2006. However, deferred tax asset has been recognized only to the extent of deferred tax liability since there is no convincing

evidence which demonstrates virtual certainty of realization of such deferred tax asset in the near future, accordingly Company has

prudently decided not to recognize deferred tax asset on such timing differences.

6 Deferred tax assets




As atMarch 31, 2016

(Rs. in Lacs)

Trade payables

• Total outstanding dues of micro enterprises and small enterprises -

• Total outstanding dues of creditors other than micro enterprises and small enterprises 247.80

Other liabilities

Others

Security deposit received 20.16

Statutory dues payable 342.18

Capital creditors 1.36

363.70

611.50

8 Other current liabilities

(Rs. in Lacs)7 Provisions

Long - term Short - term

Provision for employee benefits

Provision for leave benefits - 107.10

Provision for gratuity (Refer note 17.2) 210.08 16.52

210.08 123.62

As at March 31, 2016


8.1 There is no Micro, Small and Medium Enterprise to which the Company owes dues, which are outstanding for more than 45 days

during the period January 01, 2015 to March 31, 2016. This information as required to be disclosed under Micro, Small and Medium

Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information

available with the Company.





(Rs. in Lacs)9 Non - current investments

Trade investments (valued at cost unless stated otherwise)

Investment in subsidiaries

Unquoted equity instruments

Max Bupa Health Insurance Co. Limited

664,520,000 Equity shares of Rs.10 each fully paid up 66,452.01

Pharmax Corporation Limited

47,122,747 Equity shares of Re.1 each fully paid up 1,420.81

Antara Senior Living Limited

8,000,000 Equity shares of Rs. 10 each fully paid up 800.00

Max UK Limited

299,742 Equity shares of GBP 1 each fully paid up 213.00

Less: provision for diminution (213.00) -

Max Ateev Limited

31,443,600 Equity shares of Rs. 10 each fully paid up 3,144.36

Less: provision for diminution (3,144.36) -

Max Skill First Limited

(formerly known as Max Healthstaff International Limited)

9,095,000 Equity shares of Rs. 10 each fully paid up 1,022.87

Less: provision for diminution (447.87) 575.00

Unquoted preference instruments


1,500,000 9% Preference shares of Rs.100 each fully paid up 1,500.00

Antara Senior Living Ltd.

14,471,417 Zero Coupon Compulsorily Convertible Preference shares of 14,471.42Rs. 100 each fully paid up

Investment in Joint Ventures

Max Healthcare Institute Limited

246,848,537 Equity shares of Rs.10 each fully paid up 49,412.68

134,631.92

134,631.92

Aggregate amount of unquoted investments 138,437.15

Aggregate provision for diminution in value of investments (3,805.23)

Max Bupa Health Insurance Company Limited Subsidiary 7,955.00

Max Skill First Limited Subsidiary 320.00

Max Healthcare Institute Limited Joint venture 15,000.00


RelationshipEntity

Pursuant to the Scheme of arrangement, investments amounting to Rs. 111,356.92 lacs have been transferred to the Company from

demerged undertaking i.e. Max Financial Services Limited (erstwhile Max India Limited).

Post transfer on account of demerger the Company has made following further investments in its subsidiary companies and joint ventures:

Amount(Rs. in Lacs)




(Rs. in Lacs)

LeaseholdImprovment

Furniture& Fixture

OfficeEquipments Computers TotalVehicles

Cost

Opening balance - - - - - -

Assets acquired on demerger (refer note 31) 355.51 53.52 88.22 110.88 267.17 875.30

Additions - 0.73 3.25 15.75 136.97 156.70

Deletions/ Adjustments - - 0.85 2.59 115.44 118.88

At March 31, 2016 355.51 54.25 90.62 124.04 288.70 913.12

Depreciation

Opening balance - - - - - -

Depreciation on assets acquired on 355.51 40.63 49.72 70.47 133.52 649.85

demerger (refer note 31)

Charge for the year - 1.77 9.83 16.76 44.74 73.10

Deletions/ Adjustments - - 0.24 1.67 79.86 81.77

At March 31, 2016 355.51 42.40 59.31 85.56 98.40 641.18

Net Block

At March 31, 2016 - 11.85 31.31 38.48 190.30 271.94

10 Tangible assets

(Rs. in Lacs)11 Loans and advance

Non - Current Current

Capital advances

Unsecured, considered good 7,320.00 -

A 7,320.00 -

Security deposits

Unsecured, considered good 1.50 -

B 1.50 -

Loans and advances to related parties (refer note 25)

Unsecured, considered good (unless stated otherwise)

Advances recoverable in cash or kind

Considered doubtful 2,615.74 -

Security deposit 84.56 -

Inter corporate deposit 4,475.00 -

7,175.30 -

Provision for doubtful advances (2,615.74) -

C 4,559.56 -


Unsecured, considered good - 4.45

D - 4.45

Other loans and advances (unsecured, considered good unless stated otherwise)

Balances with statutory/government authorities - 17.83

Prepaid expenses - 46.77

Loans to employees 10.74 11.38

Advance income tax (net of provisions) 8.44 -

E 19.18 75.98

Total (A+B+C+D+E) 11,900.24 80.43






12 Current Investments

As atMarch 31, 2016

(Rs. in Lacs)

Current investments (valued at lower of cost and fair value)

Unquoted mutual funds

Tata Money Market Fund - Direct Fund Growth 16,162.81

701,846 units of Face value Rs. 1000/- per unit fully paid

16,162.81


13 Cash and bank balances

14 Other assets

(Rs. in Lacs)

(Rs. in Lacs)

Non - Current

Non - Current

Current

Current

Cash and cash equivalents

Balances with banks

on current accounts - 82.60

Cheques/drafts on hand - 0.65

Cash on hand - 0.77

- 84.02

Unsecured, considered good unless stated otherwise

Others

Option fee receivable - 814.73

Amount recoverable for cost allocation - 914.58

- 1,729.31





For the period from January01, 2015 to March 31, 2016

(Rs. in Lacs)

Other operating revenue

Income from shared services 1,554.70

Income from investment activities

Interest income on

Inter corporate deposits 366.29

Fixed deposits 97.29

Profit on sale of current investments 1,691.32

Option fee (refer note 15.1) 3,104.79

5,259.69

Total Other operating revenue 6,814.39

15 Revenue from operations


Fo r th e per i o d Ja n ua ry 01, 201 5 to M a rch 31, 2 01 6



15.1 The Company has a put option to transfer upto 24% of its shareholding in Max Bupa Health Insurance Co. Limited and Bupa Singapore Pte. Limited (Bupa Singapore) has a call option under which the Company would be required to transfer 24% of its shareholding in Max Bupa Health Insurance Co. Limited to Bupa Singapore subject to approval under applicable laws and regulations. As a consideration of the call option granted by the Company, Bupa Singapore is obliged to pay an option fee, which is disclosed as above.

17.1 Effective January 15, 2016, the Company has appointed a Managing Director for a term of 5 years. In absence of adequate profits, the Nomination and Remuneration Committee and the Board of Directors in terms of Section 196 and 197 of the Companies Act, 2013 (‘the Act’) read with the limits prescribed under the Act has approved remuneration of Rs. 240.00 lacs per annum; during the period beginning January 15, 2016 to March 31, 2016, the Company has paid remuneration of Rs. 49.41 lacs for which the Company is in the process of obtaining the necessary approval from the shareholders of the Company. Till the time the approval is obtained excess remuneration of Rs. 24.41 lacs paid to managing director, will be held in trust.

17.2 Gratuity

The Company has a defined benefit gratuity plan. Every employee who has completed 5 years or more of service gets a gratuity ondeparture at 15 days salary (last drawn salary) for each completed year of service.

The following table summarises the component of net benefit expense recognised in statement of profit and loss and the amount recognised in the balance sheet in respect of defined benefit plans.



(Rs. in Lacs)

(Rs. in Lacs)

Interest income 1.16

Liabilities/provisions no longer required written back 0.09

Revenue from operations (net) 1.25

Salaries, wages and bonuses 2,058.33

Contribution to provident and other funds 78.29

Employee stock option scheme 23.99

Gratuity expense (refer note 17.2) 33.89

Staff welfare expenses 56.37

2,250.87

16 Other Income

17 Employee benefit expenses

Statement of profit and lossNet employee benefit expense recognized in employee cost

As atMarch 31, 2016

Gratuity

(Rs. in Lacs)

Current service cost 27.76

Interest cost on benefit obligation 16.93

Net actuarial( gain) / loss recognized in the year (10.80)

Net benefit expense 33.89

Actual return on plan assets -





Balance sheetBenefit asset/ liability

As atMarch 31, 2016

Gratuity

(Rs. in Lacs)

Defined benefit obligation 226.60

Funded Status (226.60)

Plan asset / (liability) (226.60)

Changes in the present value of the defined benefit obligation are as follows:

The principal assumptions used in determining benefit obligations for the Company’s plans are shown below:

As atMarch 31, 2016

As atMarch 31, 2016

Gratuity

Gratuity

(Rs. in Lacs)

Opening defined benefit obligation -

Value of obligation transferred on demerger 217.08

Interest cost 16.93


Benefits paid by employer (24.37)

Actuarial (gains) / losses on obligation (10.80)

Closing defined benefit obligation 226.60

Discount rate 7.80%

Expected rate of return on assets NA

Retirement Age 58 years

Employee turnover 5 %

The estimates of future salary increases considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market. Further, the overall expected rate on assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligation is to be settled. There has been no significant change in expected rate of return on assets.

As atMarch 31, 2016

(Rs. in Lacs)

Defined benefit obligation 226.60

Plan assets -

Surplus / (deficit) (226.60)

Experience adjustments on plan liabilities (10.80)

Experience adjustments on plan assets -

Amounts for the current period are as follows:

17.3 Provident Fund

The Company is contributing in a provident fund trust "Max India Limited Employees Provident Trust Fund" which is a common fund for

Max Financial Services Limited (MFSL), its subsidiaries and associate companies. The provident fund trust requires that interest

shortfall shall be met by the employer, accordingly it has been considered as a defined benefit plan as per AS-15 (Revised).”

The interest rate payable to the members of the Trust shall not be lower than the statutory rate of interest declared by the Central

Government under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, and shortfall, if any, shall be made good

by MFSL, its subsidiaries and associate companies.




(Rs. in Lacs)

Recruitment and training expenses 136.45

Rent 95.04

Insurance 60.38

Repairs and maintenance:

Others 85.92

Electricity and water 17.32

Printing and stationery 8.17

Travelling and conveyance 188.35

Communication 26.40

Legal and professional (refer note 18.1) 715.42

Management service charges 744.72

Directors' fee 44.22

Advertisement and publicity 24.76

Net loss on sale/disposal of fixed assets 8.04

Loss on sale of investments-long term 505.78

Less: write back of provision for diminution in investment-long term (505.78) -

Provision for doubtful advances in subsidiary 6.91


Charity and donation 0.02

Net loss on foreign exchange fluctuation 7.61

Miscellaneous 59.17

2,228.97

18 Other expenses


The actuary has accordingly provided a valuation for "Max India Limited Employees Provident Trust Fund" which is a common fund for

MFSL, its subsidiaries and associate companies. based on assumptions provided below.

The details of fund and plan asset position as at March 31, 2016 as per the actuarial valuation of active members are as follows:

Assumptions used in determining the present value obligation of the interest rate guarantee under the deterministic approach:

As atMarch 31, 2016

March 31, 2016

(Rs. in Lacs)

Plan assets at year end at fair value 741.53

Present value of defined benefit obligation at year end 736.37

Surplus as per actuarial certificate 5.16

Shortfall recognised in balance sheet -

Active members as at year end (Nos) 48

Discount rate for the term of the obligation 7.72%

Average historic yield on the investment portfolio 9.06%

Discount rate for the remaining term to maturity of the investment portfolio 7.72%

Expected investment return 9.06%

Guaranteed rate of return 8.75%








(Rs. in Lacs)

(Rs. in Lacs)

As auditor:

Audit fee 15.00

In other capacity:

Other services -

15.00

Depreciation of tangible assets 73.10

73.10

Basic EPS

Profit after tax (Rs. in Lacs) 1,433.58

Net profit for calculation of basic EPS (Nos) 1,433.58

Weighted average number of equity shares outstanding during the period (Nos.)* 266,998,381

Basic Earnings Per Share (Rs.) 0.54

Dilutive EPS

Equivalent weighted average number of employee stock options outstanding (Nos.) 2,769,196

Weighted average number of equity shares outstanding during the period for dilutive earnings per share (Nos) * 269,767,577

Diluted Earnings Per Share (Rs.) 0.53

18.1 Payment to auditor (excluding service tax) (included in legal and professional)

19 Depreciation and amortisation

20 Calculation of Earnings per share (EPS) - Basic and Diluted

Note:Weighted average number of shares considered for the purpose of calculation of EPS are those which are required to be issued as per t h e scheme of demerger approved by the Hon'ble High Court of Punjab and Haryana on the record date i.e. January 28, 2016. TheCompany received the FIBP approval on May 14, 2016 and has issued and alloted 26,69,83,999 equity shares of Rs. 2/- each on May 14, 2016. However for true reflection of EPS has been calculated assuming these shares would have been issued on appointed date i.e. April 01, 2015.

21. Employee Stock Option Plan

21.1 Employee Stock Option Plan – 2003 (“the 2003 Plan”):

Max Financial Services Limited-"MFSL" (formerly known as Max India Limited) had instituted the 2003 Plan, which was approved by the Board of Directors in August 25, 2003 and by the shareholders in September 30, 2003. The 2003 Plan provides for grant of stock options aggregating not more than 5% of number of issued equity shares of MFSL to eligible employees of MFSL. The 2003 Plan is administered by the Nomination and Remuneration Committee appointed by the Board of Directors. Under the plan, the employees receive shares upon completion of vesting conditions such as rendering of services across vesting period. Vesting period ranges from one to five years and options can be exercised within two years from vesting date. As amended in the 2003 Plan and approved by the shareholders in the Annual General Meeting held on September 30, 2014, the Option Price will be determined by the Nomination and Remuneration Committee, from time to time, in accordance with the provisions of applicable law, provided that the Option Price shall not be below the face value of the equity shares of MFSL.

Pursuant to the Scheme of demerger, with respect to the employee’s stock options granted by the de-merged company i.e. MFS to its employees (irrespective of whether they continue to be employees of MFS or become employees of the Company) shall be allotted one stock option by the Company under the new ESOP scheme for every stock option held in MFS. Accordingly, ESOP outstanding as on the effective date in MFS shall be allocated between the demerged company and resulting companies. The Company is in the process of implementation of an ESOP scheme on terms and conditions similar to the relevant ESOP plan of MFSL. Accordingly, 2,503,560 stock options granted to the employees of MFSL and outstanding as on Effective date i.e. January 15, 2016 are eligible for stock options of the Company under new ESOP scheme on similar terms and conditions. These ESOPs have intrinsic value of Rs. 198.38 laces, which got transferred to the Company.




22. Leases

Operating lease: Company as lessee

The Company has entered into operating leases for its office spaces and accommodation for its employees under operating lease agreements. The lease rental expense recognized in the statement of profit and loss for the year is Rs. 95.04 Lacs. The Company has not entered into sublease agreements in respect of these leases and there are no restrictions placed upon the Company by entering into these leases.

23. Interest in a joint venture

During the period, the Company has subscribed to 22,222,222 equity shares @ Rs. 67.50 per share at an aggregate consideration of Rs. 15,000.00 lacs in Max Healthcare Institute Limited (MHIL) resulting in an increase in its stake from 45.95% to 46.28% as on March 31, 2016.

24. Segment Reporting

Being a holding company, the Company is having investments in various subsidiaries and joint ventures and is primarily engaged in growing and nurturing these business investments and providing shared services to group companies. Accordingly, the Company views these activities as one business segment, therefore there are no separate reportable segments as per Accounting Standard 17 prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.

25. Capital and other commitments

a) Capital Commitments

The detail of total of future minimum lease payments under non-cancellable leases are as follows:

The Company’s share of the assets, liabilities, income and expenses of the jointly controlled entity for the period from March 31,

2016 are as follows:

As atMarch 31, 2016

As atMarch 31, 2016

As atMarch 31, 2016

(Rs. in Lacs)

(Rs. in Lacs)

(Rs. in Lacs)

Not later than one year 92.14

Later than one year and not later than five year -

Later than five year -

92.14

Estimated amount of contracts remaining to be executed on capital account and not provided for 7,320.00

Less: Capital advances 7,320.00

Net capital commitment for acquisition of capital assets -

Current assets 13,373.88

Non current assets 89,223.83

Current liabilities (19,385.74)

Non Current liabilities (31,080.48)

Equity 52,131.49

Revenue 68,256.58

Cost of material consumed (18,444.61)

Depreciation (4,007.91)

Finance cost (3,380.49)

Employee benefit expenses (13,971.23)

Other Expenses (29,113.55)

Loss before tax (661.21)

Tax expense -

Loss after tax (661.21)

Capital commitments 2,077.99

Contingent liabilities 15,275.58





b) The Company will provide financial support to Max Ateev Limited, Max One Distribution and Services Limited and Antara Senior Living Limited a wholly owned subsidiaries of the Company in order to meet their future financial obligations.

26 Related parties disclosures

Names of related parties where control exists irrespective of whether transactions have occurred or not

Subsidiary companies 1 Max Bupa Health Insurance Company Limited

2 Max UK Limited

3 Pharmax Corporation Limited

4 Max Ateev Limited

5 Max Skill First Limited

6 Antara Senior Living Limited

7 Max Neeman Medical International Limited (Subsidiary till April 30, 2015)

8 Max Neeman Medical International Inc. (Subsidiary till April 30, 2015)

Step down subsidiary companies 1 Antara Purukul Senior Living Limited

2 Antara Gurgaon Senior Living Limited

3 Max One Distribution and Services Limited

Names of other related parties with whom transactions have taken place during the year

Joint Venture 1 Max Healthcare Institute Limited

2 Alps Hospial Limited

Key Management Personnel (KMP) 1 Mr. Mohit Talwar (Managing Director) - Effective January 15, 2016

2 Mr. Jatin Khanna (Chief Financial Officer) - Effective January 15, 2016

3 Mr. V Krishnan (Company Secretary) Effective January 15, 2016

Enterprises owned or significantly influenced by key 1 Max Life Insurance Company Limited

management personnel or their relatives 2 Max Financial Services Limited

3 Max Venture and Industries Limited

4 New Delhi House Services Limited

Employee benefit funds 1 Max India Ltd. Employees’ Provident Fund Trust




Transactions with related parties during the year:

Income from shares services

Max Healthcare Institute Limited 139.00 139.00

Pharmax Corporation Limited 99.00 99.00

Max Financial Services Limited 897.00 897.00

Max Life Insurance Company Limited 313.00 313.00

Max Skill First Limited 50.70 50.70

Max Venture and Industries Limited 56.00 56.00

Reimbursement of expenses (Received from)


New Delhi House Services Limited 14.19 14.19

Reimbursement of expenses (Paid to)

Max UK Limited 32.36 32.36

Max Bupa Health Insurance Company Limited 10.17 10.17


Services Received

Healthcare Services

Alps Hospital Ltd 0.09 0.09


Management service charges


Rent paid


Alps Hospital Ltd 2.73 2.73

Repair & Maintenance


Managerial Remuneration

Mohit Talwar 49.41 49.41

Jatin Khanna 15.49 15.49

V Krishnan 31.22 31.22

Company's contribution to Provident Fund Trust 69.76 69.76

Provision for Diminution

Max Ateev Limited. 6.91 6.91

Loans given


Antara Purukul Senior Living Limited 4,250.00 4,250.00

Interest income

Antara Purukul Senior Living Limited 357.51 357.51

Pharmax Corporation Limited. 8.78 8.78

Investments made

Max Healthcare Institute Limited. 15,000.00 15,000.00


Max Bupa Health Insurance Company Limited. 7,955.00 7,955.00

Sale of assets

Max Healthcare Institute Limited. 14.26 14.26

Investments sold

Max Neeman Medical International Limited 942.90 942.90

Balance outstanding as at the year end

Corporate Guarantee


(Rs. in Lacs)

Subsidiaries

2016 2016 2016 2016 2016 2016 2016

KeyManagement

personnel(Directors

CEO & CFO)

JointVentures

Relatives ofKMP

Enterprisesowned or

significantlyinfluenced by

key managementpersonnel ortheir relatives

Employeebenefit funds

Total






Loans and advances given

Max Ateev Limited 699.39 699.39



Max Skill First Limited 1,916.34 1,916.34

Provision made against above

Max Ateev Limited (699.39) (699.39)

Max Skill First Limited (1,916.34) (1,916.34)

Other receivable





Max Venture and Industries Limited 58.52 58.52


Security Deposit receivable


Amount Payable

New Delhi House Services Limited (3.87) (3.87)

Alps Hospital Ltd - (0.69) (0.69)

Investment in Equity Share Capital

Max Ateev Limited 3,144.36 3,144.36

Max Healthcare Institute Limited. 49,412.68 49,412.68

Max Bupa Health Insurance Company Limited 66,452.01 66,452.01

Antara Senior Living Limited 800.00 800.00

Pharmax Corporation Limited 1,420.81 1,420.81

Max Skill First Limited 1,022.87 1,022.87

Max UK Limited 213.00 213.00

Provision made against above

Max Ateev Limited (3,144.36) (3,144.36)

Max Skill First Limited (447.87) (447.87)

Max UK Limited (213.00) (213.00)

Investment in Preference Share Capital

Antara Senior Living Limited 14,471.42 14,471.42

Pharmax Corporation Limited 1,500.00 1,500.00

(Rs. in Lacs)

Subsidiaries

2016 2016 2016 2016 2016 2016 2016

KeyManagement

personnel(Directors

CEO & CFO)

JointVentures

Relatives ofKMP

Enterprisesowned or




Total

As at March 31, 2016S. No. Particulars

(Rs. in Lacs)

27 Contingent liabilities not provided for

28 Particulars of Unhedged Foreign Currency Exposure

I Corporate guarantee given to Axis Bank Limited in respect of financial assistance availed byAntara Purukul Senior Living Limited, a subsidiary company.

15,025.19

(Rs. in Lacs)

Indian RupeeExchange RateForeign CurrencyParticulars

Trade payables (GBP) 0.63 95.09 59.61

Investments - - 213.00





As at March 31, 2016Particulars

(Rs. in Lacs)

29 Expenditure in Foreign Currency (on accrual basis)

Legal and professional 75.00

Others 35.00

Total 110.00

(Rs. in Lacs)

(Rs. in Lacs)

(Rs. in Lacs)

1 Pharmax Corporation Limited - 225.00 - 225.00 Operational cash flow requirement

2 Antara Purukul Senior Living Limited - 4,250.00 - 4,250.00 Operational cash flow requirement

- 4,475.00 - 4,475.00

1 Max Healthcare Institute Limited 2,100.00 - 2,100.00 - Collateral security for termloan for Project

2 Antara Purukul Senior Livings Limited 8,080.00 15,025.19 8,080.00 15,025.19 Collateral security for termloan for Project

10,180.00 15,025.19 10,180.00 15,025.19

Note: The above amounts are outstanding balances with term lenders against the total guarantee given for the respective

Investment in Equity Share Capital

1 Max Ateev Limited 3,144.36 - - 3,144.36 Strategic investment

2 Max Healthcare Institute Limited. 34,412.68 15,000.00 - 49,412.68 Strategic investment

3 Max Bupa Health Insurance Company Limited 58,497.01 7,955.00 - 66,452.01 Strategic investment

4 Antara Senior Living Limited 800.00 - - 800.00 Strategic investment

5 Pharmax Corporation Limited 1,420.81 - - 1,420.81 Strategic investment

6 Max Neeman Medical International Limited 1,448.68 - 1,448.68 - Strategic investment

7 Max Skill First Limited 702.87 320.00 - 1,022.87 Strategic investment

8 Max UK Limited 213.00 - - 213.00 Strategic investment

Investment in Preference Share Capital

1 Antara Senior Living Limited 14,471.42 - 14,471.42 Strategic investment

2 Pharmax Corporation Limited 1,500.00 - - 1,500.00 Strategic investment

116,610.83 23,275.00 1,448.68 138,437.15

*Balances transferred from MFSL as per demerger scheme (refer note 31)

Transferrd ona/c of demerger

as on April 1,2015*


as on April 1,2015*


as on April 1,2015*

Loan givenduring the

year

Loan givenduring the

year

Investmentmade

Loan repaidduring the

year

Loan repaidduring the

year

Investmentsold

Sr.No.

Sr.No.

Sr.No.

Name of the Loanee

Name of the Entity

Name of the Loanee

a) Particulars of Loans given:

b) Particulars of Guarantee given:

c) Particulars of Investments made:

OutstandingBalance as on

31.03.16


31.03.16


31.03.16

Purpose

Purpose

Purpose

30 Disclosure under section 186 (4) of the Companies Act 2013





31 Scheme of Arrangement (Demerger) between Max Financial Services Limited (MFS), the Company and Max Venture and Industries Limited (MVIL)

The Board of Directors of Max Financial Services Limited (‘MFS’, erstwhile Max India Limited) in their meeting held on January 27, 2015 had approved the Corporate Restructuring plan to vertically split MFS through a Composite scheme of arrangement (‘Scheme’), into three separate listed companies.

a) The Hon’ble High Court of Punjab and Haryana vide its order dated December 14, 2015, sanctioned the Scheme under Sections 391 to 394 read with Sections 100 to 104 of the Companies Act, 1956 between Max Financial Services Limited (‘MFS’ - erstwhile Max India Limited), Max India Limited ("the Company" - erstwhile Taurus Ventures Limited) and Max Ventures and Industries Limited (‘MVIL’- erstwhile Capricorn Ventures Limited). The Scheme is effective from January 15, 2016 i.e. the date of filing of the certified copy of the order of the Hon’ble High Court of Punjab and Haryana with the Registrar of Companies, Chandigarh and Shimla. Pursuant to the Scheme, all the assets and liabilities pertaining to the Demerged Undertaking (as defined in the Scheme) have been transferred to and vested in the Company with retrospective effect from the appointed date i.e. April 1, 2015 at their respective book values appearing in the books of demerged company i.e., MFS. Accordingly, the Scheme has been given effect to in the financial statements.

b) The consideration for the demerger to the equity shareholders of the demerged company i.e., MFS is discharged by the Company i.e., Max India Limited wholly by issue of equity shares of the Company. Pursuant to the Scheme coming into effect, every shareholder holding fully paid up equity shares of Rs. 2/- each in MFS as on the Record Date i.e., January 28, 2016 will be allotted one equity share of Rs. 2/- each in the Company for every one equity share of Rs. 2/- each held in MFS as on the Record Date. As a result of this and pursuant to the provisions of the Scheme, the existing share capital of Rs. 5 lacs of the Company shall stand cancelled. Further, with respect to employee’s stock options granted by the demerged company i.e. MFS to its employees (irrespective of whether they continue to be employees of MFS or become employees of the Company or not) shall be allotted one stock option by the Company under the new ESOP scheme for every stock option held in MFS. Accordingly, ESOP outstanding as on the Effective Date in MFS shall be allocated between the demerged company and resulting companies. The surplus of net assets acquired by the Company over the aggregate face value of share capital to be issued shall be credited to capital reserve. The value of net assets acquired effective from April 1, 2015 and the calculation of differential consideration and value of net identifiable assets acquired is set out below:

c) The reconciliation of share capital to be issued pursuant to the scheme is given below and disclosed as ‘Shares capital pending

allotment’ in the financial statements:

Amount in Lacs

Amount in Lacs

Particulars

Particulars

(Rs. in Lacs)

(Rs. in Lacs)

Assets acquired

- Fixed assets (net of accumulated depreciation) 225.45

- Investments (Non-current and current) 149,152.09

- Loans and advances (Non-current and current) 7,645.99

- Cash and bank balance 5,154.04

- Other current assets 1,227.73

Sub-total (A) 163,405.30

Liabilities assumed

- Trade payables and other current liabilities 575.63

- Provisions (Non-current and current) 374.55

Sub-total (B) 950.18

Net assets acquired (A-B) 162,455.12

Share capital to be issued 5,339.68

ESOP to be issued 198.38

Capital Reserve 156,917.06

Shares capital to be issued (refer point b above) 5,339.68

Less: Existing share capital pending cancellation (5.00)

Share capital pending allotment 5,334.68

d) Subsequent to the year end, the Company has received the Foreign Investment Promotion Board (FIPB) approval to issue and allot

shares to MFS's shareholders as on the record date i.e. January 28, 2016, vide its letter dated May 06, 2016. The Company has issued

and allotted 26,69,83,999 equity shares of Rs. 2/- each on May 14, 2016 and the existing equity capital of the Company of Rs. 5.00

lacs which was fully held by MFS, has been cancelled pursuant to the provisions of the Scheme and the Company ceases to be a

subsidiary of MFS effective May 14, 2016.









e) This Scheme is a non-cash transaction and hence, has no impact on the cash flow of the Company for the current period.

32 Pursuant to the scheme of demerger investments in Max Neeman Medical International Limited having carrying value of Rs. 942.90 lacs

(net of provision for impairment) were transferred in the name of the Company which has been sold to JSS Medical Research for a

consideration of Rs. 942.90 lacs. This has no financial impact on current period financial statement.

33 Subsequent to the year end, on April 29, 2016, Max India Limited executed an agreement with Bupa Singapore Pte. Limited (Bupa

Singapore) to divest its 23% stake in Max Bupa Health Insurance Limited to Bupa Singapore at par value, for a consideration of Rs.

20,654.00 lacs.

34 Being the first year of the Comapny, the accounts have been drawn up for a period of January 01, 2015 (i.e. date of incorporation) to March

31, 2016. Accordingly, there are no comparitive previous period figures.

As per our report of even date




M A X I N D I A L I M I T E D

C O N S O L I D AT E D

(Fo r m er ly k n ow n as Tau ru s V en t u r es Li m i t ed)


Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of Max India Limited (formerly Taurus Ventures Limited) (hereinafter referred to as “the Holding Company”), its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”) its associates and joint controlled entities, comprising of the consolidated Balance Sheet as at March 31, 2016, the consolidated Statement of Profit and Loss and consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as ‘the consolidated financial statements’).

Management’s Responsibility for the Consolidated Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation of these consolidated financial statements in terms with the requirement of the Companies Act, 2013 (“the Act”) that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. The respective Board of Directors of the companies included in the Group and of its associates and jointly controlled entities are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.


Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company’s preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating the overall

presentation of the consolidated financial statements. We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in paragraph (a) of the Other Matters below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the consolidated state of affairs of the Group, , its associates and jointly controlled entities as at March 31, 2016, their consolidated loss, and their consolidated cash flows for the year ended on that date.


As required by section 143 (3) of the Act, we report, to the extent applicable, that:

(a) We / the other auditors whose reports we have relied upon have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the aforesaid consolidated financial statements;

(b) In our opinion proper books of account as required by law relating to preparation of the aforesaid consolidation of the financial statements have been kept so far as it appears from our examination of those books and reports of the other auditors;

(c) The consolidated Balance Sheet, consolidated Statement ofProfit and Loss, and consolidated Cash Flow Statement dealtwith by this Report are in agreement with the books of accountmaintained for the purpose of preparation of the consolidatedfinancial statements;

(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) According to the information and explanations given to us and as reported by the other auditors whose reports we have relied upon, investments in insurance business have been valued in accordance with the provisions of the Insurance Act, the IRDAI Financial Statements Regulation and/ or orders/ directions/ circulars issued by IRDAI in this regard.

(f) On the basis of the written representations received from the directors of the Holding Company as on March 31, 2016 taken on record by the Board of Directors of the Holding Company and the reports of the auditors who are appointed under Section 139 of the Act, of its subsidiary companies, associate companies and jointly controlled companies incorporated in India, none of the directors of the Group’s companies, its associates and jointly controlled companies incorporated in India is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

(g) With respect to the adequacy and the operating effectiveness of the internal financial controls over financial reporting of the Holding Company and its subsidiary companies, associate companies and jointly controlled companies incorporated in India, refer to our separate report in “Annexure 1” to this report;

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

A N N U A L R E P O R T 2 0 1 5 - 1 6 119(Formerly known as Taurus Ventures Limited)Max India Limited

(Consolidated Statement of Accounts)

i. The consolidated financial statements disclose the impact of pending litigations on its consolidated financial position of the Group, its associates and jointly controlled entities – Refer Note 36 to the consolidated financial statements;

ii. The Group, its associates and jointly controlled entities did not have any material foreseeable losses in long-term contracts including derivative contracts;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Holding Company, its subsidiaries, associates and jointly controlled companies incorporated in India.

Other Matter

(a) The accompanying consolidated financial statements include total assets of Rs. 48,195 Lacs as at March 31, 2016, and total revenues and net cash outflows of Rs 10,279 lacs and Rs 466 Lacs for the year ended on that date, in respect of subsidiaries and one joint venture which have been audited by other auditors, which financial statements, other financial information and auditor’s report have been furnished to us by the management. Our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries / joint venture and our report in terms of sub-sections (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries is based solely on the report(s) of such other auditors.

(b) The accompanying consolidated financial statements include total assets of Rs 1,364 lacs as at March 31, 2016, and total revenues and net cash outflows of Rs 512 lacs and Rs 41 Lacs for the year ended on that date, in respect of one jointly controlled entity, which have not been audited, which unaudited financial statements and other unaudited financial information have been furnished to us. Our opinion, in so far as it relates amounts and disclosures included in respect of this jointly controlled entity and our report in terms of sub-sections (3) and (11) of Section 143 of the Act in so far as it relates to the jointly controlled entity, is based

solely on such unaudited financial statement and other unaudited financial information. In our opinion and according to the information and explanations given to us by the Management, these financial statements and other financial information are not material to the Group.

(c) The auditors of Max Bupa Health Insurance Company Limited (Max Bupa), a subsidiary company, have reported that the actuarial valuation of liabilities in respect of claims Incurred but Not Reported (‘IBNR) including claims Incurred but Not Enough Reported (‘IBNER) as at March 31, 2016 is the responsibility of the Company’s Appointed Actuary (“Appointed Actuary”) and has been duly certified by the Appointed Actuary. The Appointed Actuary has also certified that in his opinion, the assumptions for such valuation are in accordance with the guidelines and norms, if any, issued by Insurance Regulatory Development Authority of India (“IRDAI”) and the Actuarial Society of India in concurrence with the IRDAI. The auditors of Max Bupa have relied upon the Appointed Actuary’s certificate in this regard for forming their opinion on the financial statements of Max Bupa.

Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements above, is not modified in respect of the above matter with respect to our reliance on the work done and the reports of the other auditors and the financial statements and other financial information certified by the Management.

For S.R. BATLIBOI & CO LLPChartered AccountantsICAI Firm registration number: 301003E / E300005



A N N U A L R E P O R T 2 0 1 5 - 1 6(Formerly known as Taurus Ventures Limited)Max India Limited

(Consolidated Statement of Accounts)120

ANNEXURE 1 TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE CONSOLIDATED FINANCIAL STATEMENTS OF MAX INDIA LIMTED (FORMERLY TAURUS VENTURES LIMITED)


In conjunction with our audit of the consolidated financial statements of Max India Limited (formerly Taurus Ventures Limited) (‘the Company’) as of and for the year ended March 31, 2016, we have audited the internal financial controls over financial reporting of Max India Limited (hereinafter referred to as the “Holding Company”) and its subsidiary companies, its associate companies and jointly controlled companies, which are companies incorporated in India, as of that date.


The respective Board of Directors of the Holding Company, its subsidiary companies, its associate companies and jointly controlled companies, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.


Our responsibility is to express an opinion on the company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, both, issued by Institute of Chartered Accountants of India, and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting.


A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.



Opinion

In our opinion, the Holding Company, its subsidiary companies, its associate companies and jointly controlled companies, which are companies incorporated in India, have, maintained in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Other Matters

a) Our report under Section 143(3)(I) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting of the Holding Company, insofar as it relates to 7 subsidiary companies and 1 subsidiary of a jointly controlled entity, which are companies incorporated in India, is based on the corresponding reports of the auditors of such subsidiary and jointly controlled company incorporated in India.

b) Our report under Section 143(3)(I) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting of the holding company insofar it relates to a joint venture, which is unaudited, is based on management assessment of internal controls over financial reporting furnished to us by the management. In our opinion and according to the information and explanations given to us by the Management, the joint venture is not material to the Group.

c) The auditors of Max Bupa Health Insurance Company Limited (Max Bupa), a subsidiary company, have reported that actuarial valuation of liabilities in respect of claims Incurred but Not Reported (‘IBNR) including claims Incurred but Not Enough Reported (‘IBNER) is required to be certified by the Appointed Actuary as per the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor’s Report of Insurance Companies) Regulations, 2002 (the “IRDA Financial Statements Regulations”), and has been relied upon by them as mentioned in “Other Matter” para of their audit report on the financial statements of the Company as at and for the year



ended March 31, 2016. Accordingly the internal financial controls over financial reporting in respect of the valuation and accuracy of the aforesaid actuarial valuation is also certified by the Appointed Actuary and accordingly, the auditors of Max Bupa have relied upon the Appointed Actuary’s certificate.

Our opinion is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and management assessment of internal controls over financial reporting in respect of unaudited joint venture certified by the Management

For S.R. BATLIBOI & CO LLPChartered AccountantsICAI Firm registration number: 301003E / E300005






Shareholders' funds

Share capital 4 5.00

Share application pending allotment (refer note 38) 5,334.68

Reserves and surplus 5 109,896.68

115,236.36

Preference shares 98.72

Minority interest 5,979.38


Long-term borrowings 6 45,443.98

Deferred tax liabilities (net) 7 207.89

Other long-term liabilities 8 11,099.45

Long-term provisions 9 906.40

57,657.72

Current liabilities

Short-term borrowings 10 5,583.76

Trade payables 11


• Total outstanding dues of creditors other than micro enterprises and small enterprises 20,517.55

Other current liabilities 11 11,942.25

Short-term provisions 9 27,930.32

65,973.88

TOTAL 244,946.06

Assets

Non-current assets

Fixed assets

Tangible assets 12 50,683.00

Intangible assets 13 2,422.68

Capital work-in-progress 24,803.51

Intangible assets under development 23.88

Goodwill on consolidation 40,541.15

Non-current investments 14 36,307.79


Trade receivables 16 1,688.13

Other non-current assets 17 49.18

184,531.03

Current assets

Current investments 18 37,450.52

Inventories 19 1,087.48

Trade receivables 16 10,634.62

Cash and bank balances 20 3,698.15


Other current assets 17 4,622.48

60,415.03

TOTAL 244,946.06


As atMarch 31, 2016

(Rs. in Lacs)

Notes

AS AT M A RC H 31, 2 0 1 6

C o n s o l i d at e d B a l a n c e S h e e t









Income

Revenue from operations 21 121,186.83

Other income 22 1,562.92

Total revenue (I) 122,749.75

Expenses

Purchase of pharmacy and pharmaceuticals supplies 18,570.21

(Increase)/ decrease in inventories of traded goods 23 (122.54)

Employee benefits expense 24 31,933.12

Other expenses 25 71,556.44

Depreciation and amortisation expense 26 5,553.95

Finance costs 27 4,096.09

Total expenses (II) 131,587.27

Loss before tax (I-II) (8,837.52)

Tax expense

Current tax 1,245.75

MAT Credit Entitlement (271.75)

Deferred tax 45.96

Total tax expense 1,019.96

Loss after tax (9,857.48)

Minority Interest 1,782.92

Net Loss (after adjusting minority interest) (8,074.56)


[Nominal value of shares Rs. 2

Basic (Rs.) (3.03)

Diluted (Rs.) (3.03)



March 31, 2016

(Rs. in Lacs)

Notes

C o n s o l i d at e d S tat e m e n t o f p r o f i t a n d l o s s

FO R TH E PERI O D JAN UARY 01, 2015 to MARCH 31, 201 6










(Rs. in Lacs)


Net (loss) before tax (8,837.52)

Non cash adjustments to reconcile profit / (loss) before tax to net cash flows:

Depreciation / amortisation 5,553.95

Interest expense 3,488.87

Interest income (4,004.80)

Option fees (3,104.79)

Amortisation of discount/(premium) on investments (372.76)

Dividend income from investments (3.38)

Net loss on sale of fixed assets 33.16

Net profit on sale of investments (2,844.05)


Doubtful advances written off 251.18

Provision for doubtful debts and advances 628.66

Liabilities/provisions no longer required written back (218.41)

Employee stock option expense 30.88

Operating profit before working capital changes (9,398.93)


Increase in short-term trade payables 6,470.98

Increase in long-term provisions 23.80

Increase in short-term provisions 6,345.11

Increase in other current liabilities 2,254.91

Increase in other long-term liabilities 2,843.13

Decrease in long-term trade receivables 105.54

Increase in short-term trade receivables (663.16)

Increase in inventories (224.21)

Increase in long-term loans and advances (4,869.82)

Increase in short-term loans and advances (160.59)

Increase in other current assets (2,268.13)

Cash generated from/(used in) operations 458.62

Direct taxes paid (net of refunds) (2,654.40)

Net cash flow from /(used in) operating activities (A) (2,195.78)


Purchase of fixed assets, including intangible assets, CWIP and capital advances (52,615.99)

Proceeds from sale of fixed assets 173.54

Purchase of investments (165,963.91)

Proceeds from sale of investments 183,353.21

Redemption in deposits (having original maturity of more than three months)and margin money 5,348.77

Option fee received 3,104.79

Interest received 4,004.80

Net cash flow from /(used in) investing activities (B) (22,594.79)


Proceeds from issue of shares capital 5.00

Issue of shares by subsidiary to minority 2,795.00

Proceeds from long -term borrowings 27,326.97

Repayment of long -term borrowings (5,243.73)

Net proceeds from short -term borrowings 3,219.26

Interest paid (3,488.87)

Net cash flow from /(used in) financing activities (C) 24,613.63

Fo r th e per i o d Ja n ua ry 01, 201 5 to M a rch 31, 201 6


March 31, 2016





March 31, 2016

(Rs. in Lacs)

Net Increase/(decrease) in cash and cash equivalents (A + B + C) (176.94)

Cash and cash equivalents transferred on demerger 3,822.85

Cash and cash equivalents at the end of the year 3,645.91



(Rs. in Lacs)

Cash on hand 69.83

Cheques/drafts on hand 280.14

Balance with banks

On current account 2,283.70

Deposits with original maturity of less than three months 855.00

on escrow accounts* 157.24

Total cash and cash equivalents 3,645.91












1. Basis of preparation

Max India Limited (the Company) is a public company registered under Companies Act, 2013 and incorporated on January 01, 2015. Its shares are in the process of listing on stock exchanges in India.

The Consolidated Financial Statements (CFS) comprises the financial statements of Max India Limited (“the Company”) and its Subsidiariesand Joint Ventures (hereinafter referred to as "Group Companies" and together as "Group". The CFS of the Group have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP) under historical cost convention on an accrual basis in compliance with all material aspects of Accounting Standards (AS) notified section 133 of the Companies Act 2013, read together withparagraph 7 of the Companies (Accounts) Rules 2014, in case of insurance companies, the guidelines issued by the Insurance Regulatory and Development Authority (IRDAI).

The financial statements of Max Bupa Health Insurance Company Limited, subsidiary of the company, which are included in these CFS, are prepared the financial statements in compliance with the accounting standards notified under section 133 of the Companies Act 2013, readtogether with paragraph 7 of the Companies (Accounts) Rules 2014 and in accordance with the provisions of the Insurance Act, 1938 (amended by the Insurance Laws (Amendment) Act, 2015),read with Insurance Regulatory and Development Authority of India circular IRDAII/F&A/059/03/2015 dated March 31, 2015 (The Insurance Act) Insurance Regulatory and Development Authority Act, 1999,read with IRDAI/F&A/CIR/232/12/2013 and the regulations framed there under, various circulars issued by the IRDAI and the practices prevailing within the insurance industry in India.

2. Principles of Consolidation

The financial statements of the Company and its subsidiaries have been consolidated on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses after eliminating all intra-Group balances and transactions and resulting unrealized gains/losses as per AS-21 "Consolidated Financial Statements" using the uniform accounting policies for like transactions and other events in similar circumstances and are presented to the extent possible, in the same manner as the Company's separate financial statements.

Investment in Joint Ventures have been accounted by using the proportionate consolidation method as per AS - 27; "Financial Reporting of Interest in Joint Ventures".

Minority interest in the net assets of Subsidiaries consist of :

(a) The amount of equity attributable to the minorities at the date on which investment in Subsidiary is made;

(b) The minorities' share of movements in equity since the date the parent-subsidiary relationship came into existence.

The excess/deficit of cost to the Company of its investment over its portion of net worth in the consolidated entities at the respective dates on which the investment in such entities was made is recognised in the CFS as Goodwill/ Capital Reserve. The goodwill arising on consolidation is not amortised but tested for impairment on periodic basis.

All the subsidiaries and joint ventures follow financial year as accounting year. However, the financial statmeents of subsidiaries and joint ventures have been consolidated considering results from April 01, 2015 to March 31, 2016 since the financial statements from January 01, 2015 to March 31, 2015 have already been consolidated in the financial statements of Max Financial Services Limited (erstwhile Max India Limited) while preparing financial statements for the year ended March 31, 2015.

2.1 The list of subsidiary companies considered in consolidated financial statements (as per AS-21):

The list of joint venture of company considered in consolidated financial statements (as per AS-27):

Proportion ofownership as atMarch 31, 2016

Proportion ofownership as atMarch 31, 2016

1 Max Bupa Health Insurance Company Limited India 74.00%

2 Antara Senior Living Limited India 100.00%

3 Antara Purukul Senior Living Limited (i) India 100.00%

4 Antara Gurgaon Senior Living Limited (i) India 100.00%

5 Pharmax Corporation Limited India 85.21%

6 Max Ateev Limited India 100.00%

7 Max Skill First Limited India 100.00%

8 Max One Distribution and Services Limited (ii) India 100.00%

9 Max Neeman Medical International Limited (iii) India -

10 Max Neeman Medical International Inc (iii) India -

11 Max UK Limited United Kingdom 100.00%

1 Forum I Aviation Limited (iv) India 20.00%

2 Max Healthcare Institute Limited (MHIL) India 46.28%

Country ofIncorporation

Country ofIncorporation

Name of the Subsidiary

Name of Joint Venture

SI.No.

SI.No.





Notes:

(i) The entities are held through Antara Senior Living Limited

(ii) The entity is held through Max Skill First Limited

(iii) Subsidiaries till April 30, 2015

(iv) The entity is a Joint Venture of Pharmax Corporation Limited

2.2 Additional information

Name of the SubsidiarySI.No.

Net Assets i.e totalassets total liabilities

Share in profit or loss

Amount AmountAs % ofconsolidated

net assets

As % ofconsolidatedprofit or loss

Parent

1 Max India Limited 156,517.03 135.82% 1,496.72 -18.54%

Indian Subsidiaries

2 Max Bupa Health Insurance Company Limited (45,484.33) -39.47% (5,068.85) 62.78%

3 Antara Senior Living Limited 1,616.60 1.40% (1,793.90) 22.22%

4 Antara Purukul Senior Living Limited (I) (9,563.16) -8.30% (2,127.86) 26.35%

5 Antara Gurgaon Senior Living Limited (I) (1.56) 0.00% (0.47) 0.01%

6 Pharmax Corporation Limited 1,499.16 1.30% 147.67 -1.83%

7 Max Ateev Limited (3,131.15) -2.72% (5.72) 0.07%

8 Max Skill First Limited (397.64) -0.35% 123.99 -1.54%

9 Max One Distribution and Services Limited (ii) (441.35) -0.38% (186.18) 2.31%

Foreign Subsidiaries

10 Max UK Limited (57.73) -0.05% 9.87 -0.12%

Minority interest in all subsidiaries (5,979.38) -5.19%

Joint Ventures

1 Forum I Aviation Limited 357.57 0.31% (34.08) 0.42%

2 Max Healthcare Institute Limited 20,302.30 17.62% (635.75) 7.87%

Total 115,236.36 100% (8,074.56) 100%



The preparation of consolidated financial statements in conformity with Indian GAAP requires the management to make judgments,

estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of

contingent liabilities, at the end of the reporting period. Although these estimates are based on the management's best knowledge of

current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material

adjustment to the carrying amounts of assets or liabilities in future periods.


Fixed assets are stated at cost, net of accumulated depreciation and accumulated impairment loss, if any. The cost comprises

purchase price, borrowing costs if capitalization criteria are met and directly attributable cost of bringing the asset to its working

condition for the intended use. Any trade discounts and rebates are deducted in arriving at the purchase price. Capital work- in

progress is stated at cost.

Subsequent expenditure related to an item of fixed asset is added to its book value only if it increases the future benefits from the

existing asset beyond its previously assessed standard of performance. All other expenses on existing fixed assets, including day-to-

day repair and maintenance expenditure and cost of replacing parts, are charged to the statement of profit and loss for the period

during which such expenses are incurred.

Gains or losses arising from derecognition of fixed assets are measured as the difference between the net disposal proceeds and the

carrying amount of the asset and are recognized in the statement of profit and loss when the asset is derecognized.






Depreciation on fixed assets is calculated on a straight-line basis using the rates arrived at based on the useful lives estimated by the management. The Group has used the following rates to provide depreciation on its fixed assets:

Assets Useful life (years)

Factory Building 30

Other Building 60

Fences, Wells & Tubewells 5

Electrical Installations and Equipment 10

Plant and Equipment 15-25

Medical Equipment 13

Lab Equipment 10

Furniture and fixtures 5-10

Office equipment 3-5

IT Equipments (End user devices) 3

IT Equipments (Servers and network) 3-6

Vehicles including Ambulances 3-8

Leasehold improvement is amortized on a straight line basis over the period of lease

The management has estimated the useful life of the following classes of asset supported by internal technical assessment:

•MHIL - The useful life of MRI machine is estimated as 7 years which is included in medical equipment.

3.4 Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less accumulated amortization and accumulated impairment loss, if any. Internally generated intangible assets, excluding capitalized development costs, are not capitalized and expenditure is reflected in the statement of profit and loss in the year in which the expenditure is incurred.

Intangible assets are amortized on a straight line basis over the estimated useful economic life. Such intangible assets and intangible assets not yet available for use are tested for impairment annually, either individually or at the cash-generating unit level. All other intangible assets are assessed for impairment whenever there is an indication that the intangible asset may be impaired.

Intangible assets comprising of computer software and technical know-how are amortized over a period of two to six years based on management’s estimate of economic useful life of the individual assets.

Cost of internally generated intangible assets

Development expenditure incurred on an individual project is recognized as an intangible asset when the Group can demonstrate all the following:

(i) the technical feasibility of completing the intangible asset so that it will be available for use.

(ii) its intention to complete the asset

(iii) its ability to use the asset

(iv) how the asset will generate future economic benefits

(v) the availability of adequate resources to complete the development and to use the asset

(vi) the ability to measure reliably the expenditure attributable to the intangible asset during development.

The cost of internally generated intangible asset includes sum of expenditure incurred from the time the intangible asset first meet the development criteria and comprises all expenditure that can be directly attributed, or allocated on a reasonable and consistent basis, to create, produce and make the asset ready for its intended use.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of profit and loss when the asset is derecognized.

3.5 Leases

Where the Group is lessee

Finance leases, which effectively transfer to the Group substantially all the risks and benefits incidental to ownership of the leased item, are capitalized at the inception of the lease term at the lower of the fair value of the leased property and present value of minimum lease payments. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognized as finance costs in the statement of profit and loss. Lease management fees, legal charges and other initial direct costs of lease are capitalized.

A leased asset is depreciated on a straight-line basis over the useful life of the asset or the useful life envisaged in Schedule II to the Companies Act, 2013, whichever is lower. However, if there is no reasonable certainty that the Group will obtain the ownership by the end of the lease term, the capitalized asset is depreciated on a straight-line basis over the shorter of the estimated useful life of the asset, the lease term or the useful life envisaged in Schedule II to the Companies Act. 2013.





Leases, where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item, are classified as operating leases. Operating lease payments are recognized as an expense in the statement of profit and loss on a straight-line basis over the lease term.

Where the Group is the lessor

Leases in which the Group transfers substantially all the risks and benefits of ownership of the asset are classified as finance leases. Assets given under finance lease are recognized as a receivable at an amount equal to the net investment in the lease. After initial recognition, the Group apportions lease rentals between the principal repayment and interest income so as to achieve a constant periodic rate of return on the net investment outstanding in respect of the finance lease. The interest income is recognized in the statement of profit and loss. Initial direct costs such as legal costs, brokerage costs, etc. are recognized immediately in the statement of profit and loss.

Leases in which the Group does not transfer substantially all the risks and benefits of ownership of the asset are classified as operating leases. Assets subject to operating leases are included in fixed assets. Lease income on an operating lease is recognized in the statement of profit and loss on a straight-line basis over the lease term. Costs, including depreciation, are recognized as an expense in the statement of profit and loss. Initial direct costs such as legal costs, brokerage costs, etc. are recognized immediately in the statement of profit and loss.

3.6 Borrowing costs

Borrowing cost includes interest, amortization of ancillary costs incurred in connection with the arrangement of borrowings and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost.

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use are capitalized as part of the cost of the respective asset. All other borrowing costs are expensed in the period they occur.

3.7 Impairment of tangible and intangible assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset's recoverable amount. An asset's recoverable amount is the higher of an asset's or cash-generating unit's (CGU) net selling price and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or Groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining net selling price, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used.

The Group bases its impairment calculation on detailed budgets and forecast calculations which are prepared separately for each of the Group's cash-generating units to which the individual assets are allocated. These budgets and forecast calculations are generally covering a period of five years. For longer periods, a long term growth rate is calculated and applied to project future cash flows after the fifth year.

Impairment losses of continuing operations are recognized in the statement of profit and loss.

After impairment, depreciation is provided on the revised carrying amount of the assets over its remaining useful life.

An assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates the asset’s or cash-generating unit’s recoverable amount. A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the statement of profit and loss.

3.8 Investments

Investments, which are readily realizable and intended to be held for not more than one year from the date on which such investments are made, are classified as current investments. All other investments are classified as long-term investments.

On initial recognition, all investments are measured at cost. The cost comprises purchase price and directly attributable acquisition charges such as brokerage, fees and duties.

Current investments are carried in the financial statements at lower of cost and fair value determined on an individual investment basis. Long-term investments are carried at cost. However, provision for diminution in value is made to recognize a decline other than temporary in the value of the investments.

On disposal of an investment, the difference between its carrying amount and net disposal proceed is charged or credited to the statement of profit and loss.

Insurance businesses:

Investments are made in accordance with the Insurance Act, 1938 and the Insurance Regulatory & Development Authority

(Investment) Regulations, 2000, and as amended subsequent circulars/notifications issued by the IRDAI from time to time.

Investments are recorded at cost on date of purchase, which includes brokerage and statutory levies, if any and excludes interest





paid, if any, on purchase. Diminution in the value of investment (non-linked), other than temporary decline, is charged to revenue and

profit and loss account as applicable.

a) Classification

Investments intended to be held for a period less than twelve months or maturing within twelve months from the balance sheet

date are classified as short term investments. All other investments are classified as long-term investments.

b) Valuation - shareholders' investments and policyholders' investments

Debt securities, which include government securities, and redeemable preference shares are considered as 'held to maturity'

and measured at historical cost subject to amortization. The premium/discount, if any, on purchase of debt securities including

money market instruments is recognized and amortized in the revenue account/profit and loss account, as applicable, over the

remaining period to maturity on the basis of their intrinsic yield.

Listed shares, as at balance sheet date, are valued at fair value, being the last quoted closing price on National Stock Exchange

(NSE) and in case the same is not available, then on the BSE Ltd (BSE). Unlisted equity shares (including awaiting listing) are

stated at historical cost subject to diminution, if any, determined separately for each individual investment. Investments in

Mutual fund units are valued at previous day's net asset value of the respective funds.

Rights are valued at fair value, being last quoted closing price on National Stock Exchange (NSE) and in case the same is not

available, then on Bombay Stock Exchange (BSE). Unlisted rights are valued at a price computed as a difference between offer

price and valuation price of the parent security.

Reverse repos are valued at cost. Fixed deposits are valued at cost till the date of maturity.

Bonus entitlements are recognized as investments on the ‘ex- bonus date’.

c) Transfer of Investments

Investments in debt securities are transferred from shareholders to policyholders at net amortized cost. Investments other than

debt securities are transferred from shareholders to policyholders at lower of book value or market value. Transfers of

investments between unit linked funds are effected at prevailing market price. No transfer of assets (investments) between

different policyholders’ funds shall be allowed.

d) Impairment of Investments

The Group assesses at each Balance Sheet date, using internal and external sources, whether there is any indication that any

investment may be impaired. In case of impairment, the amortized cost/acquisition cost in case of debt/equity securities of such

investment is reduced to its fair value and the impairment loss is recognised in the Revenue/Profit and Loss account. However, at

the Balance Sheet date if there is any indication among debt securities, that a previously recognized impairment loss no longer

exists, then such loss is reversed and the investment is restated to that extent.

3.9 Inventories

Traded goods are valued at lower of cost and net realizable value. Cost includes purchase price including duties, taxes and other cost

incurred in bringing the inventories to the present location and condition. Cost is determined on first-in-first out basis.

Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and

estimated costs necessary to make the sale.


Revenue is recognised to the extent it is probable that the economic benefits will flow to the Group and the revenue can be reliably

measured.

Sale of goods

Revenue from sale of goods is recognized when all the significant risks and rewards of ownership of the goods have been passed to the

buyer, usually on delivery of the goods. The Group collects sales taxes and value added taxes (VAT) on behalf of the government and,

therefore, these are not economic benefits flowing to the Group. Hence, they are excluded from revenue.

Interest

Interest income is recognized on a time proportion basis taking into account the amount outstanding and the applicable interest rate.

Dividend

Dividend income is recognized when the Group's right to receive dividend is established by the reporting date.

Health Insurance Business

Premium Income

Premium income and cessation thereof are recognized over the contract period or period of risk whichever is appropriate, on a gross basis

(net of service tax). Any subsequent revision of premium or cancellation of the policies is accounted for in the year in which they arise.

Commission on Reinsurance Premium

Commission income on reinsurance ceded is recognized in the year of cessation of reinsurance premium.

Profit share under reinsurance treaties, wherever applicable, is recognised as income in the year of final determination of the profits

and as intimated by the reinsurer.





Interest/Dividend income

Interest income is recognised on accrual basis. Accretion of discount and amortization of premium relating to debt securities is recognized as per constant yield method. Dividend is recognised when right to receive the dividend is established.

Premium/discount on purchase of investments

Accretion of discount and amortization of premium relating to debt securities is recognized as per constant yield method over the period of maturity/holding.

Profit/loss on Sale/Redemption of investments

Profit or loss on sale/redemption of investments, being the difference between sale consideration/redemption value and carrying value of investments is credited or charged to statmeent of profit and loss. The profit/loss on sale of investment include accumulated changes in the fair value previously recognized in 'Fair Value Change Account' in respect of a particular security.

Healthcare Business

Revenue from healthcare services are recognised on the performance of related services and includes service for patients undergoing treatment and pending for billing, which is shown as unbilled under other current assets. Revenues from other healthcare service providers and sponsorship and educational income are recognized on the performance of related services as per the terms of contracts.

Revenue from sale of pharmacy and pharmaceutical supplies is recognised when all the significant risks and rewards of ownership of the goods have been passed to the buyer. The Company collects sales tax and value added taxes on behalf of the government and, therefore, these are not economic benefits flowing to the Company. Hence, they are excluded from revenue.

Benefits under "Served from India Scheme" available for foreign exchange earned under prevalent scheme of Government of India are accrued when the right to receive these benefits as per the terms of the scheme is established and accrued to the extent there is no significant uncertainty about the measurability and ultimate utilization.

Lease Rentals

In respect of lease rentals on non cancellable operating leases, revenue is recognized on the straight line basis and In respect of lease rental on cancellable operating lease, revenue is recognised on time proportionate basis as per related agreements. Contingent lease rent is recognized based on the occurrence of the contingency.

3.11 Foreign exchange transactions

Initial recognition

Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction.

Conversion

Foreign currency monetary items are retranslated using the exchange rate prevailing at the reporting date. Non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction; and non-monetary items which are carried at fair value or other similar valuation denominated in a foreign currency are reported using the exchange rates that existed when the values were determined.


Exchange differences arising on the settlement of monetary items, or on reporting such monetary items at rates different from those at which they were initially recorded during the year, or reported in previous financial statements, are recognized as income or as expenses in the year in which they arise.

Forward exchange contracts not intended for trading or speculation purposes

The premium or discounts arising at the inception of forward exchange contracts is amortised and recognised as an expense or income over the life of the contract. Exchange difference on such contracts is recognized in the statement of profit and loss in the period in which the exchange rate changes. Any profit or loss arising on cancellation or renewal of forward exchange contracts is recognized as income or expense for the period.

Translation of non-integral foreign operations

The Group classifies all its foreign operations as "non-integral foreign operations." The assets and liabilities of a non-integral foreign operation are translated into the reporting currency at the exchange rate prevailing at the reporting date. Their statement of profit and loss are translated at average exchange rates which approximates the exchange rates at the date of transaction. The exchange differences arising on translation are accumulated in the foreign currency translation reserve. On disposal of a non-integral foreign operation, the accumulated foreign currency translation reserve relating to that foreign operation is recognised in the statement of profit and loss.

3.12 Employee Benefits

Provident Fund

The Group contributes to employees provident fund benefits through a trust "Max India Limited Provident Fund Trust" managed by Max Financial Services Limited (erstwhile Max India Limited) whereby amounts determined at a fixed percentage of basic salaries of the employees are deposited to the trust every month. The benefit vests upon commencement of the employment. The minimum interest rate payable by the trust to the beneficiaries every year is notified by the government and the Company has an obligation to make good





the shortfall, if any, between the return from the investments of the trust and the notified interest rate. The Company has obtained actuarial valuation to determine the shortfall, if any, as at the Balance Sheet date.

Gratuity

Employee benefit in form of gratuity plan is a defined benefit obligation. The cost of providing benefit under this plan are determined on the basis of actuarial valuation at end of each year end using projected unit credit method. Actuarial gains and losses for the defined benefit plan is recognized in full in the period in which they occur in the statement of profit and loss.

Group has a recognised gratuity trust “Max India Limited Employees Gratuity Fund” which in turn has taken a insurance policy to cover the gratuity liability of the employees.

Long term incentive plan (MHIL & Max Bupa)

Employee benefit in form of long term incentive plan is a other long term employee benefit. The cost of providing benefit under this plan are determined on the basis of actuarial valuation at end of each year end using projected unit credit method. Actuarial gains and losses for the defined benefit plan is recognized in full in the period in which they occur in the statement of profit and loss.

Long term incentive plan (Other companies)

Employee benefit in form of long term incentive plan is a other long term employee benefit. The cost of providing benefit under this plan are determined on the actual basis.

Compensated Absences

Accumulated leave, which is expected to be utilized within the next 12 months, is treated as short-term employee benefit. Group measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date.

Group treats accumulated leave expected to be carried forward beyond twelve months, as long-term employee benefit for measurement purposes. Such long-term compensated absences are provided for based on the actuarial valuation using the projected unit credit method at the year-end. Actuarial gains/losses are immediately taken to the statement of profit and loss and are not deferred. Group presents the leave as a current liability in the balance sheet, to the extent it does not have an unconditional right to defer its settlement for 12 months after the reporting date. Where Group has the unconditional legal and contractual right to defer the settlement for a period beyond 12 months, the same is presented as non-current liability.

3.13 Income Taxes

Tax expense comprises current and deferred tax. Current income-tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income-tax Act, 1961 enacted in India. The tax rates and tax laws used to compute the amount are those that are enacted, at the reporting date. Current income tax relating to items recognized directly in equity is recognized in equity and not in the statement of profit and loss.

Deferred income taxes reflect the impact of timing differences between taxable income and accounting income originating during the current year and reversal of timing differences for the earlier years. Deferred tax is measured using the tax rates and the tax laws enacted or substantively enacted at the balance sheet date. Deferred income tax relating to items recognized directly in equity is recognized in equity and not in the statement of profit and loss.

Deferred tax liabilities are recognized for all taxable timing differences. Deferred tax assets are recognized for deductible timing differences only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. In situations where the group has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence that they can be realized against future taxable profits.

At each reporting date, the Group re-assesses unrecognized deferred tax assets. It recognizes unrecognized deferred tax asset to the extent that it has become reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which such deferred tax assets can be realized.

The carrying amount of deferred tax assets are reviewed at each balance sheet date. The Group writes down the carrying amount of a deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realized. Any such write down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set-off current tax assets against current tax liabilities and the deferred tax assets and deferred taxes relate to the same governing taxation laws.

Minimum alternate tax (MAT) paid in a year is charged to the statement of profit and loss as current tax. The Group recognizes MAT credit available as an asset only to the extent that there is convincing evidence that the Group will pay normal income tax during the specified period, i.e., the period for which MAT credit is allowed to be carried forward. In the year in which the Group recognizes MAT credit as an asset in accordance with the Guidance Note on Accounting for Credit Available in respect of Minimum Alternative Tax under the Income-tax Act, 1961, the said asset is created by way of credit to the statement of profit and loss and shown as “MAT Credit Entitlement. The Group reviews the “MAT credit entitlement asset at each reporting date and writes down the asset to the extent the company does not have convincing evidence that it will pay normal tax during the specified period.

3.14 Employee Stock Option Scheme

Equity settled

Employees (including directors) of Max India Limited receive remuneration in the form of share based payment transactions, whereby





employees render services as consideration for equity instruments (equity-settled transactions).

In accordance with the Securities and Exchange Board of India (SEBI) (Share based Employee Benefits) Regulations, 2014 and the Guidance Note on Accounting for Employee Share-based Payments, the cost of equity-settled transactions is measured using the intrinsic value method and recognized, together with a corresponding increase in the “Stock options outstanding account” in reserves. The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the company’s best estimate of the number of equity instruments that will ultimately vest. The expense or credit recognized in the statement of profit and loss for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and is recognized in employee benefits expense.

Cash settled

Employees of MHIL receive remuneration in the form of share based payment transaction, whereby employees render services as a consideration for equity instruments or cash (equity settled transactions with a cash alternative).

Stock options are measured in accordance with the Guidance Note on Accounting for Employee Share-based Payments using the intrinsic value method and recognised, together with a corresponding increase in the "Provision for employee stock options outstanding" in Provisions. The expense or credit recognised in the statement of profit and loss account for a year represents the movement in the cumulative expense recognised as at the beginning and end of that year and is recognised in employee benefit expense.

3.15 Segment reporting policies

Identification of segments

The Group’s operating businesses are organized and managed separately according to the nature of products and services provided, with each segment representing a strategic business unit that offers different products and serves different markets. The analysis of geographical segments is based on area of operations.

Inter-segment transfers

The Group generally accounts for intersegment sales and transfers at cost plus appropriate margins.

Allocation of common costs

Common allocable costs are allocated to each segment in proportion to the relative revenue of each segment.

Unallocated items

All the common income, expenses, assets and liabilities, which are not possible to be allocated to different segments, are treated as unallocated items.

Segment policies

The Group prepares its segment information in conformity with the accounting policies adopted for preparing and presenting financial statements of the Group as a whole.

3.16 Earnings Per Share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the period.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

3.17 Provisions

A provision is recognized when the Group has a present obligation as a result of past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates.

3.18 Contingent liabilities

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Group does not recognize a contingent liability but discloses its existence in the financial statements.

3.19 Cash and Cash equivalents

Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand and short term investments with an original maturity of three months or less.

3.20 Other Health insurance business specific accounting policies

(a) Premium Deficiency

Premium deficiency is recognized whenever the sum of expected amount of claims cost, related expenses and maintenance





costs exceeds related premium carried forward to the subsequent accounting period as reserve for unexpired risk.

(b) Claims Incurred but Not Reported (IBNR) and Claims Incurred but Not Enough Reported (IBNER)

IBNR represents that amount of claims that may have been incurred prior to the end of the current accounting year but have not been reported or claimed. The IBNER provision also includes provision, if any, required for claims incurred but not enough reported and claim equalisation reserve for benefits which may accrue after a deferment period. IBNR and IBNER liabilities are provided based on actuarial principles and certified by the Appointed Actuary of the Max Bupa. The methodology and assumptions on the basis of which the liability has been determined has also been certified by the Appointed Actuary to be appropriate, in accordance with guidelines and norms issued by the Institute of Actuaries of India and in concurrence with the IRDAI.

(c ) Reinsurance ceded

Reinsurance cost, in respect of proportional reinsurance ceded, is accrued at policy inception. Non-proportional reinsurance cost is recognized when incurred and due. Any subsequent revision to, refunds or cancellations of premium are recognized in the year in which they occur.

(d) Allocation of Investment Income

Investment income on Investments backing the policyholders liability has been allocated to statement of profit and loss.

(e) Fair Value Change Account

Fair Value Change Account’ represents unrealized gains or losses due to change in fair value of traded securities and mutual fund units outstanding at the close of the year. The balance in the account is considered as a component of shareholder’s funds and not available for distribution as dividend. Unrealized loss on listed and actively traded investments held for long term are not considered to be of a permanent nature and hence not considered as impaired. However, at each balance sheet date, assesses investments for any impairment and necessary provisions are made for the same where required.

(f) Acquisition Cost of Insurance Contracts

Costs relating to acquisition of new and renewal of insurance contracts viz commission, policy issue expenses are expensed in the year in which they are incurred.

(g) Advance Premium

Advance premium represents premium received in respect of those policies issued during the year where the risk commences subsequent to the balance sheet date.

(h) Claims Incurred

Claims are recognized as and when reported. Claims are recorded in the revenue account, net of claims recoverable from reinsurers / co-insurers to the extent there is a reasonable certainty of realization. These estimates are progressively re-valued on availability of further information.

Estimated liability in respect of claims is provided for the intimations received upto the year end, information/estimates provided by the insured/ surveyors and judgment based on the past experience and other applicable laws and practices.

(i) Reserve for unexpired risk

Reserve for unexpired risk represents net premium (i.e Premium, net of reinsurance ceded) which is attributable to, and set aside for subsequent risks to be borne by the company under contractual obligations on contract period basis or risk period basis, whichever is appropriate subject to minimum reserve to be created on Miscellaneous – “Health” business under Section 64V (1) (ii) (b) of the Insurance Act, 1938.

(j) Allocation of Operating Expenses

Operating expenses relating to insurance business are allocated to specific classes of business on the following basis:

• Expenses that are directly identifiable to a business class are allocated on actuals

• Other expenses, that are not directly identifiable, are allocated on the basis of Gross Written Premium (GWP) in each business class.

As atMarch 31, 2016

(Rs. in Lacs)


300,000,000 equity shares of Rs. 2/- each 6,000.00

6,000.00


250,000 equity shares of Rs. 2/- each fully paid up 5.00

5.00

4. Share capital





March 31, 2016

March 31, 2016

(Rs. in Lacs)

(Rs. in Lacs)

Equity Shares

At the beginning of the period - -

Issued during the period - Fresh allotment 250,000 5.00

Outstanding at the end of the year 250,000 5.00

Equity shares of Rs. 2/- each fully paid

- Max Financial Services Limited (formerly known as Max India Limited) 250,000 100.00%

(Including 6 shares held by nominees of MFSL)

Subsequent to the year end, the Company has received the Foreign Investment Promotion Board (FIPB) approval to issue and allot shares to MFS's shareholders as on the record date i.e. January 28, 2016, vide its letter dated May 06, 2016. The Company has issued and allotted 26,69,83,999 equity shares of Rs. 2/- each on May 14, 2016 and the existing equity capital of the Company of Rs. 5.00 laces which was fully held by MFS, has been cancelled pursuant to the provisions of the Scheme.


4.3 Details of shareholder holding more than 5% shares is set out below (legal and beneficial ownership)

No. of shares

No. of sharesName of Shareholder


The Company has only one class of equity shares having a par value of Rs. 2/- per share. Each holder of equity shares is entitled to one

vote per share. The company has not declared any dividend. In the event of liquidation of the Company, the holders of equity shares

will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in

proportion to the number of equity shares held by the shareholders.

As atMarch 31, 2016

(Rs. in Lacs)

Capital reserve


Add: arising out of scheme of demerger (refer note 38) 117,701.43

117,701.43

Employee stock option outstanding


Add: arising out of scheme of demerger (refer note 38) 198.38

Add/(less): compensation options granted during the year 28.96

Closing Balance 227.34

Foreign Currency Translation Reserve


Add: arising out of scheme of demerger (refer note 38) 38.74

Increase/(decrease) during the year 3.73

Closing Balance 42.47

Surplus/ (deficit) in the statement of profit and loss


Add: loss for the year (8,074.56)

Net Surplus in the statement of profit and loss (8,074.56)

Total reserves and surplus 109,896.68






(Rs. in Lacs)6 Long term borrowings

Non-current portion Current maturities

Term loans (Secured)

From banks 35,382.98 273.96

From financial institutions 4,593.05 -

From non-banking financial companies 4,454.12 633.38

Deferred payment liabilities (Unsecured)

Deferred payment liabilities 764.19 248.48

Financial lease obligation (Secured) 203.33 105.28

Vehicle loans (Secured) 46.31 37.16

45,443.98 1,298.26

The above amount includes

Secured borrowings 44,679.79 1,049.78

Unsecured borrowings 764.19 248.48

Amount disclosed under the head "other current liabilities" (note 11) - (1,298.26)

45,443.98 -



6.1 Term loans from banks

Max Healthcare Institute Limited (MHIL)

i) Loan of Rs. 3,184.82 lacs from ICICI Bank Limited obtained by MHIL repayable in 36 quarterly instalments from June 2014 is

secured by way of: Exclusive charge over the immovable property located at Shalimar Bagh, first pari passu charge on the whole

of movable fixed assets (excluding vehicles) including medical equipments (except assets having exclusive charge in favour of

SREI Equipment Finance Private Limited), movable plant and machinery, spares etc of MHIL, second pari passu charge on all the

entire current assets including book debts, operating cash flows, receivables, revenue subject to prior charge in favour of

working capital bankers restricted to working capital limits of Rs.7500 lacs, first pari passu charge on the whole of movable fixed

assets of Max Medical Services Limited MMS), a subsidiary of MHIL and pledge of MHIL’s 26% shareholding in MMS and pledge

of MMS’s 26% shareholding in its subsidiary Alps Hospital Limited.

ii) Loan of Rs. 462.78 lacs from IDFC Bank obtained by MHIL repayable in 52 quarterly installments from April, 2018. First pari-

passu mortgage and charge over the immovable property located at Shalimar Bagh and Saket. First pari-passu charge on the

whole of movable fixed assets (excluding vehicles/ equipment finance loans) including medical equipments, movable plant and

machinery, spares etc and intangible asset of MHIL and its subsidiary namely Max Medical Services Limited. Charge on all the

entire current assets including book debts, opearting cash flows, receivables, revenue, raw material, stock in trade and inventory

of MHIL and MHIL's wholly owned subsidiary (Max Medical Services Limited) subject to prior charge in favour of working capital

lenders restricted to working capital limit of Rs. 7,500 lacs in aggregate. First pari-passu charge on the whole of movable and

intangible fixed assets of MHIL's wholly owned subsidiary (Max Medical Services Limited). Pledge on pari-passu basis of MHIL’s

30% shareholding in its subsidiary, namely Max Medical Services Limited. Charge creation of IDFC Bank is in process as per the

terms defined in sanction letter.

iii) Loan of Rs. 925.56 lacs from HDFC Bank Limited repayable in 28 quarterly installments from August 2017 is secured by way of:

First charge on movable fixed assets including movable plant and machinery, machinery spares, tools and accessories,

furniture, fixtures and all other movable assets of ALPS Hospital Limited (ALPS). First charge on all the book debts, operating

cash flows, receivables and revenue from the project, all current assets, commissions and revenue, present and future (subject

to a prior first pari-passu charge in favour of working capital bankers restricted to the present working capital limits of Rs.500

Lacs). First charge on all intangibles. Corporate guarantee given by MHIL.

iv) Term loan of Rs. 4,381.56 lacs from Axis Bank having moratorium period of 2.25 years repayable in 38 quarterly installments

from December 2017 is secured by way of first charge on the entire movable/ immovable fixed Assets, of Crosslay Remedies

Limited, both present and future, excluding vehicles specifically charged to other lenders, both present and future and first

charge on all the current assets of Crosslay Remedies Limited and collaterally secured by way of Corporate Guarantee of MHIL.

One of the newly acquired subsidiary, Crosslay Remedies Limited (CRL), approached Corporate Debt Restructuring (CDR) cell

through Punjab National Bank for restructuring of its debts availed from Canara Bank and Punjab National Bank. The final

restructuring package was approved by CDR Empowered Group in August 2011. The restructuring package includes moratorium

of 20 months starting from February 1, 2011 i.e. effective date of CDR for repayment of loans, reduction in rate of interest,

funding of interest of moratorium period, waiver of penal interest, liquidated damages on all loans and increase in working

capital limit along with additional term loan. However, during the year CRL has repaid the entire amount of term loans taken from





Canara bank and Punjab National Bank covered under the CDR. Now, after the repayments of the abovesaid term loans, CRL is

out of CDR Scheme.

v) Term loan of Rs.5,843.94 lacs from Yes Bank Limited repayable in 48 structured quarterly installments from December 2018 is

secured by way of: First pari passu charge over Max Super Smart Speciality Hospital, all present and future, moveable and

immoveable, tangible and intangible fixed assets excluding vehicles and current assets. The charge, however, is yet to be

registered with ROC. Pledge of 25.50% share capital of the Max Super Smart Speciality Hospital. Unconditional and Irrevocable

corporate guarantee by MHIL for the loan period.

vi) Term loan of Rs. 5,833.10 lacs from Axis Bank Limited repayable in 52 structured quarterly installments from January 2019 is

secured by way of: First pari-passu charge over Max Super Smart Speciality Hospital all present and future, moveable and

immoveable, tangible and intangible fixed assets excluding vehicles and current assets. Pledge of 25.50% share capital of the

Max Super Smart Speciality Hospital held by the Company. Further, there is negative lien for 21% shareholding of Max Super

Smart Speciality Hospital. Unconditional and Irrevocable corporate guarantee by MHIL for the loan period.

Antara Purukul Senior Living Limited (APSL)

(i) Term Loan from Axis Bank of Rs. 15,025.18 Lacs obtained by APSL is repayable in 12 quarterly instalment commencing from

June 15, 2017 with an option to prepay. The loan is secured by a exclusive charge by way of mortgage of the land on which APSL is

building a senior living commnity" ('Project') admeasuring 19 acres (including project land of 13 acres and surplus land of 6

acres) situated at Village Chak Soloniwala, Dehradun, owned by APSL. Exclusive charge by way of hypothecation on entire current

assets and movable fixed assets (excluding vehicles hypothecated to the financiers of the vehicles) of APSL and Antara Senior

Living Limited ('ASL'), both present and future. Exclusive charge over designated account and over all cash flows of APSL and ASL

including but not limited to cash flows arising out of sales / leasing of area / project receipts / all other cash flows pertaining to

project. Exclusive charge on all the receivables of APSL and ASL by way of hypothecation of scheduled receivables both present

and future. Exclusive charge by way of hypothecation / mortgage / assignment as the case may be of all the FSI, rights, title,

interest, benefits, claims and demands whatsoever of APSL and ASL in respect of the project, in the project documents, all as

amended, varied or supplemented from time to time; subject to applicable Law, all the rights, title, interest, benefits, claims and

demands whatsoever of APSL and ASL in the clearances, and all the rights, title, interest, benefits, claims and demands

whatsoever of APSL and ASL in any letter of credit, guarantee, performance bond, guarantee, bank guarantee provided by any

vendor/contractor/party to APSL and ASL in relation to the project. Corporate Guarantees given by Max India Limited and ASL.

6.2 Term loans from financial institutions

MHIL

i) Rs. 4,593.05 lacs from Housing Developing Finance Corporation Limited (HDFC) repayable in 36 quarterly installments

from February, 2015.The above loans are secured by First pari-passu charge on the whole of movable fixed assets

(excluding vehicles) including medical equipments (except assets having exclusive charge in favour of SREI Equipment

Finance Private Limited), movable plant and machinery, spares etc of MHIL and its subsidiary namely Max Medical

Services Limited. First pari-passu charge on all book debts, operating cash flows, receivables, revenue of what-so-ever

nature and wherever arising of MHIL, present and future (subject to a prior charge in favour of working capital lenders

restricted to working capital limits of Rs. 7,500 Lacs in aggregate). Pledge of MHIL’s 26% shareholding in its subsidiary,

namely Max Medical Services Limited and pledge of Max Medical Services Limited’s 26% shareholding in Alps Hospital

Limited.The term loans is secured by equitable mortgage of MHIL's immovable property at Plot no 1 , Press Enclave Road,

Saket, New Delhi. MHIL has also created charge in favour of Canara Bank, which is acting as a security trustee for term loan.

6.3 Term loan from non-banking financial companies

MHIL and its Subsidiaries

(i) Term loan of Rs. 460.00 Lacs from SREI Equipment Finance Private Limited repayable in 28 quarterly instalments from

December 2011 is secured by way of exclusive charge over the medical equipment acquired from through this facility.

(ii) Term loan from L&T Infrastructure Finance Company Limited of Rs. 4,627.50 Lacs is repayable in 32 quarterly instalment

commencing from December 2014 obtained by MHIL is secured by way of assignment by way of security of all rights, titles,

interests, benefits, claims and demands under the concession agreement, project documents and other contracts, first

charge on movable fixed assets excluding vehicles, including movable plant and machinery, machinery spares, tools and

accessories, furniture, fixtures and all other movable assets, first pari passu charge on all the book debts, operating cash

flows, receivables and revenue from the project, all current assets, commissions and revenue, present and future (subject

to a prior charge in favour of working capital bankers restricted to the present working capital limits of Rs.1,000 Lacs each

in HEPL and Rs. 500.00 Lacs in HBPL) and first charge on all intangibles.

6.4 Deferred payment liabilities represent amount payable for the acquisition of capital goods and are repayable over a period of

three years.

6.5 Finance lease obligation is secured by hypothecation of medical equipments underlying the leases repayable in 20 quarterly

installments commencing from December 2011.

6.6 Vehicle Loans Rs. 83.47 Lacs are secured by way of hypothecation of respective vehicles. The loans are repayable in 1 to 5 years.





As atMarch 31, 2016

As atMarch 31, 2016

(Rs. in Lacs)

(Rs. in Lacs)

Deferred tax liability

Fixed Assets: Impact of difference between tax depreciation and depreciation/amortisation charged forthe financial reporting

Gross deferred tax liability 214.90

Deferred tax assets

Impact of expenditure charged to the statement of profit and loss in the current year but allowed for tax 7.01purposes on payment basis

Gross deferred tax assets 7.01

Net deferred tax liability 207.89

There are few subsidiaries/joint ventures have a net deferred tax asset with brought forward losses and unabsorbed depreciation as a major component. Consequently, deferred tax asset has been required only to the event of deferred tax liabilities in those subsidiaries/joint ventures, since these in no convincing evidence which demonstrates virtual certainly of realisation of such deferred tax asset in the near future.

214.90

Other liabilities

Advances from customers 10,129.77

Lease equalisation reserve 807.23

Others 162.45

11,099.45

7 Deferred tax liabilities (net)

8 Other long term liabilities

(Rs. in Lacs)

9 Provisions

Long - term Short - term


Provision for leave benefits - 952.27

Provision for gratuity (note 24) 906.40 111.45

Provision for employee stock options - 21.33

Provision for long term incentive plan - 575.01

Other provisions

Provision for reserve for unexpired risk - 26,244.60

Provision for income tax (net of advance tax) - 25.66

906.40 27,930.32






As atMarch 31, 2016

(Rs. in Lacs)

Trade payables


• Total outstanding dues of creditors other than micro enterprises and small enterprises 20,517.55

Other liabilities

Current maturities of long-term borrowings (note 6) 1,192.98

Current maturity of finance lease obligation (note 6) 105.28

Interest accrued but not due on borrowings 130.29

Advance from customers and policyholders 1,521.07

Claims outstanding (includes claims pending investigation) 4,956.49

Unclaimed amount - policyholders 266.65

Other liabilities

Security deposit received 194.08

Statutory dues payable 1,734.24

Unexpired discount on forward contracts 0.99

Capital creditors 1,624.21

Others 215.97

11,942.25

32,459.80

11 Current Liabilities

As atMarch 31, 2016

(Rs. in Lacs)

Loans repayable on demand

Cash credit from banks (secured) 4,426.82

Short term loan from banks (unsecured) 1,156.94

5,583.76

The above amount includes

Secured borrowings 4,426.82

Unsecured borrowings 1,156.94

5,583.76

10 Short term borrowings


MHIL

Cash credit facilities availed by MHIL and ALPS are secured by way of prior pari – passu charge on stocks, book debts and other current assets,

present and future of the company prior to charge in favour of term lenders of MHIL and ALPS. The cash credit is repayable on demand.

HEPL and HBPL

Cash credit facility availed by HEPL and HBPL from bank is secured by:

First charge by way of hypothecation of the entire current assets of the respective companies, present and future (prior to charge in favour

of term lenders), except escrow account with the Government of Punjab. Second charge on the entire movable fixed assets (excluding

vehicles) both present and future.

Crosslay Remedies Limited (CRL)

Working capital facilities from Axis bank is secured by way of first charge on entire movable / immovable fixed assets of CRL both present

and future, excluding vehicles specially charged to other lenders, both present and future and first charge on all the current assets of

Crosslay Remedies Limited and collaterally secured by way of Corporate Guarantee of the MHIL.

Saket City Hospital Private Limited (SCHPL)

Cash credit taken by SCHPL, Max Smart Super Speciality Hospital "MSSH", is secured by way of first pari passu charge over MSSH all

present and future, moveable and immoveable, tangible and intangible fixed assets excluding vehicles and current assets. Pledge of

25.50% share capital of the MSSH held by the MHIL, unconditional and irrevocable corporate guarantee by the MHIL for the loan period.

The charge, however, is yet to be registered with ROC.





As atMarch 31, 2016

(Rs. in Lacs)

The principal amount due and remaining unpaid to any supplier as at the end of each accounting year. Nil

The interest due on unpaid principal amount remaining as at the end of each accounting year. NiL

The amount of interest paid by the buyer in terms of Section 16, of the Micro, Small and Medium NilEnterprise Development Act, 2006 along with the amounts of the payment made to the supplier beyondthe appointed day during each accounting year.

The amount of interest due and payable for the period of delay in making payment (which have been Nilpaid but beyond the appointed day during the year) but without adding the interest specified underMicro, Small and Medium Enterprise Development Act, 2006.

The amount of interest accrued and remaining unpaid at the end of each accounting year; and, Nil

The amount of further interest remaining due and payable even in the succeeding years, until such date Nilwhen the interest dues as above are actually paid to the small enterprise for the purpose of disallowance as adeductible expenditure under Section 23 of the Micro, Small and Medium Enterprise Development Act, 2006

11.1 Details of dues to Micro and Small Enterprises as per MSMED Act, 2006

(Rs. in Lacs)

12 Tangible assets

Cost

Opening balance - - - - - - - - - - -

Assets acquired on demerger (refer note 38) 5,879.17 2,896.86 15,311.06 22,622.31 2,305.25 1,452.16 905.98 5,584.45 1,660.90 2,888.84 61,506.98

Additions 5.50 - 137.44 1,697.56 79.77 120.94 208.97 67.37 78.67 157.33 2,553.55

Deletions/ Adjustments - - - (237.82) (28.50) (62.41) (262.29) (49.49) (0.93) (175.02) (816.46)

Adjustment on account of acquisition - 881.13 3,469.43 6,765.79 480.36 60.62 52.76 - 6.02 153.18 11,869.29

March 31, 2016 5,884.67 3,777.99 18,917.93 30,847.84 2,836.88 1,571.31 905.42 5,602.33 1,744.66 3,024.33 75,113.36

Depreciation

Depreciation on acquired assets on demerger (refer note 38) - - 1,680.24 9,047.07 1,205.44 817.02 338.33 2,452.07 592.82 1,874.98 18,007.97

Charge for the year - - 509.69 2,396.43 260.18 244.69 121.31 459.38 178.63 481.70 4,652.01

Deletions/ Adjustments - - - (221.97) (21.45) (40.16) (133.63) (31.05) (0.46) (160.96) (609.68)

Adjustment on account of acquisition - - 274.43 1,732.17 205.47 30.08 15.73 - 2.78 119.40 2,380.06

Opening balance - - - - - - - - - - -

March 31, 2016 - - 2,464.36 12,953.70 1,649.64 1,051.63 341.74 2,880.40 773.77 2,315.12 24,430.36

Net Block

March 31, 2016 5,884.67 3,777.99 16,453.57 17,894.14 1,187.24 519.68 563.68 2,721.93 970.89 709.21 50,683.00

Land(Freehold)

Land(Leasehold)

Building Plan &equipment*

Furniture& fixture

Officeequipments

LeaseholdImprovements

VehiclesElectrical

Installation& Equipments

Computer &Data processing

UnitsTotal

12.1 Max Healthcare Institute Limited (MHIL)

Land pertaining to hospital situated in Noida, Pitampura, Panchsheel and Shalimar Bagh is under perpetual lease.

Land measuring 3.15 acres each pertaining to hospital situated in Mohali & Bathinda has been provided by Punjab Government on long term lease of 50 years without consideration.

The Group has in its favour a sub lease for plot measuring 1.23 acres of land in Gurgaon for an initial period of 97 years, which can be further renewed for two terms of 97 years each.

As atMarch 31, 2016

(Rs. in Lacs)

Gross Block 906.28

Depreciation charge for the year 86.34

Accumulated depreciation 279.52

Net book value 626.76

12.2 Medical Equipment includes medical equipment taken on finance lease:





(Rs. in Lacs)The following assets given on an operating lease:

12.4 During the year, one of subsidiary of joint venture company, HBPL has charged on depreciation of Rs. 36.55 lacs on radiology assets.

12.5 Letter of credit facility of Rs. 200 lacs sanctioned to subsidiary of joint venture company, MMSL by Yes Bank Ltd. is secured by second charge on movable fixed assets of MMSL amounting to Rs 4,391 lacs.

13.1 Non compete fees represents amount paid to erstwile owners of CRPL as per the terms of share purchase agreement dated May 28,

2015. The non compete fees is amortised over a period of seven years.

Building Plant & Equipment

Gross Block 361.54 138.59

Depreciation charge for the year 5.68 6.12

Accumulated depreciation 75.63 122.40

Net book value 285.91 16.19



TotalTechnicalknow how

ComputerSoftware

Non competefee

Cost

Opening balance - - - -

Assets acquired on demerger (refer note 38) - 4,795.50 57.29 4,852.79

Additions 585.41 990.79 - 1,576.20

Deletions/ Adjustments - (125.93) (57.29) (183.22)

Adjustment on account of acquisition - 139.76 - 139.76

March 31, 2016 585.41 5,800.12 - 6,385.53

Amortization

Opening balance - - - -

Depreciation on acquired assets on demerger (refer note 38) - 3,076.32 57.29 3,133.61

Charge for the year 61.09 840.85 - 901.94

Deletions/ Adjustments - (112.59) (57.29) (169.88)

Adjustment on account of acquisition - 97.18 97.18

March 31, 2016 61.09 3,901.76 - 3,962.85

Net Block

March 31, 2016 524.32 1,898.36 - 2,422.68

13. Intangible Assets (Rs. in Lacs)

As atMarch 31, 2016

(Rs. in Lacs)

Non-trade investments (valued at cost unless stated otherwise)

Health Insurance Business:

Bonds (quoted) 5,046.78

Government and trust securities (quoted) 14,967.93

Term deposits (unquoted) 1,896.00

Investment in infrastructure & social sector (quoted) 11,144.41

Other approved securities (quoted) 3,083.69

36,138.81


Max Speciality Films Limited

3,38,350 Equity Share of Rs 50/- fully paid up 168.98

168.98

36,307.79

Aggregate market value of quoted investments 34,871.90

Aggregate amount of quoted investments 34,242.81


14 Non-current investments



Land under perpetual lease Rs. 1.82 Lacs




(Rs. in Lacs)15 Loans and Advances


Capital Advances

Secured, considered good 715.35 -

Unsecured, considered good 8,882.97 -

A 9,598.32 -

Security Deposits

Secured, considered good -

Unsecured, considered good 14,780.32 7.72

Doubtful 10.73 -

14,791.05 7.72

Provision for doubtful security deposit (10.73) -

B 14,780.32 7.72

Advances recoverable in cash or in kind

Secured, considered good


Doubtful - 1,084.26

- 1,963.34

Provision for doubtful advances - (1,084.26)

C - 879.08

Intercorporate deposits

Secured, considered good -

Unsecured, considered good 419.54 -

D 419.54 -

Other loans and advances (unsecured, considered good unless stated otherwise)

Balances with statutory/government authorities 26.61 390.25

Prepaid expenses 9.11 648.17

Loans to employees 10.74 20.45

MAT credit entitlement 99.11 274.34

Advance income tax (net of provisions) 3,067.96 701.77

E 3,213.53 2,034.98

Total (A+B+C+D+E) 28,011.71 2,921.78



i) The Group has till date recognised Rs. 373.45 lacs as Minimum Alternate Tax (MAT) credit entitlement which represents that portion

of the MAT Liability, the credit of which would be available based on the provision of Section 115JAA of the Income Tax Act, 1961. The

management based on the future profitability projections is confident that there would be sufficient taxable profits in future which

will enable the Group to utilize the above MAT credit entitlement.

ii) Vide Termination agreement dated November 27,2015, SCHPL has converted the loan amount including interest thereon along with

trade receivables from Gujarmal Modi Hospital and Research Centre for Medical Sciences (Society) to refundable security deposit. The said

security deposit shall be repayable out of the surplus funds available with the society along with the interest agreed (upto 12% per annum).

(Rs. in Lacs)16. Trade Receivables



Outstanding for a period exceeding six months from the date they are due for payment


Doubtful - 2,202.36

- 3,155.20

Provision for doubtful receivables - (2,202.36)

A - 952.84

Other receivables

Unsecured, considered good 1,688.13 9,681.78

B 1,688.13 9,681.78

Total (A+B) 1,688.13 10,634.62







Notes:

a) As at December 10, 2001, MMS a subsidiary of joint venture entity (MHIL) had entered into an agreement with a healthcare service

provider to construct a hospital building. The phase I of the construction was completed and handed over in financial year 2004-05 for

a consideration of Rs. 2,431 Lacs. The said consideration is repayable in equal instalments over 26.5 years from the handover date.

Further, "MMS" has completed phase II of the construction in financial year 2010-11 and handed over the possession for a

consideration of Rs. 3,520 Lacs. The said consideration is repayable in equal instalments over 20.5 years from the handover date.

Accordingly, the non current portion represents the Group share of Joint Venture with respect to this transaction.

b) Since the receipt of the consideration is spread over 26.5 years and 20.5 years respectively for phase I and phase II, an income

amounting to Rs. 422.68 Lacs has been recognized based on a fixed percentage of the turnover of the healthcare service provider

and disclosed under “Other Income” as income from deferred credit.

17 Other assets

(Rs. in Lacs)



Non-current bank balances (note 20)

Deposit with original maturity for more than 12 months 10.00 -

Marginal money deposit 29.87 -

Others

Interest accrued on fixed deposits 9.31 14.40

Interest accrued on investments - 1,906.50

Others - 696.58

Unbilled revenue - 1,190.27

Option fee receivable 814.73

49.18 4,622.48







As atMarch 31, 2016

(Rs. in Lacs)

Current investments

Health Insurance Business:

Bonds (quoted) 2,729.66

Term deposits (unquoted) 10,345.28

Unit in mutual funds (unquoted) 5,520.95

Commercial paper (quoted) 1,880.22

20,476.11

Other Business (valued at lower of cost and fair value, unless stated otherwise)

Unquoted Mutual funds

Tata Money Market Fund - Direct Fund Growth 16,162.81


Tata Liquid Fund Direct Plan - Growth 151.44


Tata Money Market Fund - Direct Fund Growth 550.00


Birla Sun Life Cash Plus - Direct Plan 100.00


SBI Ultra Short Term debt Fund-Regular plan-Growth 10.00


Axis Liquid fund - Direct Plan 0.16

9 units of Face value Rs. 1000/- per unit fully paid

16,974.41

37,450.52

Aggregate market value of quoted investments 4,635.86

Aggregate amount of quoted investments 4,609.88



As atMarch 31, 2016

(Rs. in Lacs)

Stores and spares 13.19

Traded goods of pharmacy and pharmaceuticals supplies 1,074.29

1,087.48

19 Inventories (at lower of cost and net realisable value)





20 Cash and Bank Balances(Rs. in Lacs)



Balances with banks

on current accounts - 2,283.70

on escrow accounts - 157.24

Deposits with original maturity of less than three months - 855.00

Cheques/drafts on hand - 280.14

Cash on hand - 69.83

- 3,645.91

Other Bank Balances

Deposits with remaining maturity for more than 3 months but less than 12 months - 3.69

Deposits with remaining maturity for more than 12 months 10.00 -

Margin money deposits 29.87 48.55

39.87 52.24

Amount of non current assets disclosed under other current assets (note 17) 39.87

- 3,698.15

Other bank balances includes deposits given as security

Rs. 4.16 Lacs to secure bank guarantee given to sales tax authorities.

Rs. 41.94 Lacs to secure performance bank guarantee issued to customer.

Rs. 46.01 Lacs to secure performance bank guarantee in favour of Government Authorities.




March 31, 2016

(Rs. in Lacs)

Sale of products

Traded goods

Pharmacy and pharmaceuticals supplies 6,730.94

6,730.94

Sale of services

Healthcare services 58,558.11

Health insurance premium (net) 39,310.96

Lease rentals 1,310.37

Training Income 3,295.66

Shared services income 1,456.37

Others 509.51

104,440.98

Other Operating revenue

Income from investment activities

Interest income on

Government securities 1,045.96

Bonds 1,152.50

Fixed deposits 1,409.98

Amortisation of discount/(premium) 372.76

Profit on sale of investments 2,472.08

Option fees 3,104.79

9,558.07

Other

Other operating revenue from Healthcare services

- Sponsorship and educational income 179.56

- Income from laundry services 65.25

- Income from ancillary activities 125.88

Export benefits 86.15

456.84

Total Other operating revenue 10,014.91

Revenue from operations (net) 121,186.83






21.1 The Company has a put option to transfer upto 24% of its shareholding in Max Bupa Health Insurance Co. Limited and Bupa Singapore

Pte. Limited (Bupa Singapore) has a call option under which the Company would be required to transfer 24% of its shareholding in Max

Bupa Health Insurance Co. Limited to Bupa Singapore subject to approval under applicable laws and regulations. As a consideration

of the call option granted by the Company, Bupa Singapore is obliged to pay an option fee, which is disclosed as above.


March 31, 2016


March 31, 2016

(Rs. in Lacs)

(Rs. in Lacs)

Dividend income on long term investment 3.38

Interest income on

Inter corporate deposits 212.72

Fixed deposits 88.52

Others 95.12

Profit on sale of current investments 371.97

Liabilities/provisions no longer required written back 218.41

Income from deferred credit 422.68

Other non operating income 150.12

1,562.92

Inventories at end of period

Traded goods - pharmacy and pharmaceuticals supplies 1,074.29

1,074.29

Inventories at beginning of the period

Traded goods - pharmacy and pharmaceuticals supplies -

-

(Increase)/ decrease in work-in-progress and finished goods and traded goods (1,074.29)

Less: acquired during the year 99.85

Less: arising on account of demerger (refer note 38) 851.90

Net (Increase)/ decrease in work-in-progress, finished goods and traded goods (122.54)

Details of inventory

Traded goods

Pharmacy and pharmaceuticals supplies 1,074.29

1,074.29

22 Other Income

23. (Increase) / decrease in work-in-progress, finished goods and traded goods


March 31, 2016

(Rs. in Lacs)

Salaries, wages and bonus 29,598.09

Contribution to provident and other funds 1,044.59

Employee stock option scheme (note 29) 30.88

Gratuity expense (note 24.1) 321.04

Staff welfare expenses 938.52

31,933.12

24 Employee benefit expenses

24.1 Gratuity

The group has a defined benefit gratuity plan. Every employee who has completed 5 years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with Life Insurance Corporation of India and Max Life Insurance Company Ltd. in form of a qualifying insurance policy. The scheme of the compnay is unfunded presently.




As atMarch 31, 2016

Gratuity

(Rs. in Lacs)


Interest cost on benefit obligation 72.71

Expected return on plan assets (29.75)

Net actuarial (gain) / loss recognized in the period 34.84

Net benefit expense 321.04

Actual return on plan assets (2.31)


Statement of profit and lossNet employee benefit expense recognized in employee cost

Balance sheetBenefit asset/ liability

Changes in the present value of the defined benefit obligation are as follows:

As atMarch 31, 2016

As atMarch 31, 2016

Gratuity

Gratuity

(Rs. in Lacs)

(Rs. in Lacs)

Defined benefit obligation 1,233.31

Fair value of plan assets 215.46

Funded Status (1017.85)

Plan asset / (liability) (1017.85)

Value of obligation transferred on demerger 898.65

Interest cost 72.71


Benefits paid by fund (72.82)

Benefits paid by employer (64.78)

Adjustment of account of acquisition 134.69

Actuarial (gains) / losses on obligation 21.62

Closing defined benefit obligation 1233.31

The following table summarises the component of net benefit expense recognised in statement of profit and loss, the funded status and the amount recognised in the balance sheet in respect of defined benefit plans.

Changes in the fair value of plan assets are as follows:

As atMarch 31, 2016

Gratuity

(Rs. in Lacs)

Fair value of plan assets transferred on demerger 218.43

Expected return 17.16

Contributions by employer 65.91

Benefits paid (72.82)

Actuarial gains / (losses) (13.22)

Closing fair value of plan assets 215.46





The principal assumptions used in determining benefit obligations for the Company’s plans are shown below:

As atMarch 31, 2016

As atMarch 31, 2016

Gratuity

(Rs. in Lacs)

Discount rate 7.25%-8.00%

Expected rate of return on assets 7.00%-23.13%

Retirement Age 58-67 years

Employee turnover 3%-55%

The estimates of future salary increases considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market. Further, the overall expected rate on assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligation is to be settled. There has been no significant change in expected rate of return on assets.

Defined benefit obligation 1,233.31

Plan assets 215.46

Surplus / (deficit) (1,017.85)

Experience adjustments on plan liabilities (11.12)

Experience adjustments on plan assets (1.85)

Amounts for the current are as follows:

24.2 Provident Fund

The Group has contributed in provident fund trust "Max India Limited Employees Provident Trust Fund" which is a common fund for Max India Limited and its group companies. The provident fund trust requires that interest shortfall shall be met by the employer, accordingly it has been considered as a defined benefit plan as per AS-15 (Revised).

The interest rate payable to the members of the Trust shall not be lower than the statutory rate of interest declared by the Central Government under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, and shortfall, if any, shall be made good by the Group.

The actuary has accordingly provided a valuation for "Max India Limited Employees Provident Trust Fund" which is a common fund for Max India Limited and its subsidiaries based on assumptions provided below.

As atMarch 31, 2016

As atMarch 31, 2016

(Rs. in Lacs)

(Rs. in Lacs)

Plan assets at year end at fair value 11,111.83

Present value of defined benefit obligation at year end 11,034.59

Surplus as per actuarial certificate 77.24

Shortfall recognised in balance sheet -

Active members as at year end (Nos) 5,005

Discount rate for the term of the obligation 7.72%

Average historic yield on the investment portfolio 9.06%

Discount rate for the remaining term to maturity of the investment portfolio 7.72%

Expected investment return 9.06%

Guaranteed rate of return 8.75%

The details of fund and plan asset position as at March 31, 2016 as per the actuarial valuation of active members are as follows:

Assumptions used in determining the present value obligation of the interest rate guarantee under the deterministic approach:






March 31, 2016

(Rs. in Lacs)

Claims and other benefits payout 23,267.29

Agents' commission for health insurance business 4,479.73

Policy issuance cost 690.05

Professional and Consultancy Fees 15,164.58

Legal and professional 4,527.66

Concession Fee 568.42

Management service charges 744.72

Power and fuel 2,162.50

Recruitment and training expenses 1,319.21

Outside lab investigation 400.43

Patient catering expenses 785.05

Rent 2,750.25

Insurance 440.69

Rates and taxes 247.54

Repairs and maintenance:

Building 586.57

Plant and equipments 1,305.65

Others 3,227.63

Printing and stationery 538.71

Travelling and conveyance 1,875.31

Communication 833.17

Directors' sitting fee 151.85

Commission to other than sole selling agents 18.99

Branding, advertisement and publicity 4,221.53

Provision for doubtful debts and advances 628.66

Net loss on sale/disposal of fixed assets 33.16

Doubtful advances written off 251.18


Charity and donation 0.77

Net loss on foreign exchange fluctuation 25.62

Miscellaneous expenses 309.44

71,556.44

25 Other expenses


March 31, 2016

(Rs. in Lacs)

Depreciation of tangible assets 4,652.01

Amortization of intangible assets 901.94

5,553.95

26 Depreciation and amortisation


March 31, 2016

(Rs. in Lacs)

Interest 3,488.87

Bank charges 607.22

4,096.09

27 Finance Cost





For the periodMarch 31, 2016

(Rs. in Lacs)

Basic EPS (Nominal value of share Rs 2 each)

Profit after tax (after adjusting minority interest) (Rs. in Lacs) (8,074.56)

Net profit for calculation of basic EPS (8,074.56)

Weighted average number of equity shares outstanding during the year (Nos.) 266,998,381

Basic Earnings Per Share (Rs.) (3.02)

Dilutive EPS (Nominal value of share Rs 2 each)

Equivalent weighted average number of employee stock options outstanding 2,769,196

Weighted average number of equity shares outstanding during the year for dilutive earnings per share (Nos) 269,767,577

Diluted Earnings Per Share (Rs.) (2.99)

*Note: The conversion effect of potential dilutive equity shares for previous year were anti dilutive in nature, hence the effect of potential equity shares are ignored in calculating diluted earnings per share.

28 Earnings per share (EPS)

29. Employee Stock Option Plan

29.1 Max India Limited

Employee Stock Option Plan – 2003 (“the 2003 Plan”):

Max Financial Services Limited-"MFSL" (formerly known as Max India Limited) had instituted the 2003 Plan, which was approved by

the Board of Directors in August 25, 2003 and by the shareholders in September 30, 2003. The 2003 Plan provides for grant of stock

options aggregating not more than 5% of number of issued equity shares of MFSL to eligible employees of MFSL. The 2003 Plan is

administered by the Nomination and Remuneration Committee appointed by the Board of Directors. Under the plan, the employees

receive shares of MFSL upon completion of vesting conditions such as rendering of services across vesting period. Vesting period

ranges from one to five years and options can be exercised within two years from vesting date. As amended in the 2003 Plan and

approved the shareholders in Annual General Meeting held on September 30, 2014, the Option Price will be determined by the

Nomination and Remuneration Committee, from time to time, in accordance with the provisions of applicable law, provided that the

Option Price shall not be below the face value of the equity shares of MFSL.

Pursuant to the Scheme of demerger, with respect to the employee’s stock options granted by the de-merged company i.e. MFS to its

employees (irrespective of whether they continue to be employees of MFS or become employees of the Company) shall be allotted one

stock option by the Company under the new ESOP scheme for every stock option held in MFS. Accordingly, ESOP outstanding as on the

effective date in MFS shall be allocated between the demerged company and resulting companies. The Company is in the process of

implementation of ESOP scheme on terms and conditions similar to the relevant ESOP plan of MFSL. Accordingly, 2,503,560 stock

options granted to the employees of MFSL and outstanding as on Effective date i.e. January 15, 2016 are eligible for stock options of

the Company under new ESOP scheme on similar terms and conditions. These ESOPs have intrinsic value of Rs.198.38 lacs, which got

transferred to the Company.

29.2 Max Healthcare Institute Limited

Employee Stock Option Plan - 2006 ("the 2006 Plan")

The company has instituted the 2006 Plan, which was approved by the Board of Directors on July 31, 2006 and subsequently by the

shareholders on August 10, 2006. The 2006 Plan provides for grant of stock options aggregating not more than 5% of number of

issued equity shares of the Company to eligible employees of the Company. The 2006 Plan is administered by the Remuneration

Committee appointed by the Board of Directors. Vesting period ranges from one to five years and options can be exercised after one

year from vesting date.

The 2006 Plan gives an option to the employee to purchase the share at a price determined by remuneration committee subject to

minimum par value of shares (Rs. 10/-). However employees have a right to choose to settle in cash at a value calculated as a

difference between Fair Market value of Shares and Exercise Price of Share. The Company has valued Employee Stock Option

outstanding as at year end presuming all the employees will exercise their option in favour of cash settlement or equity settlement

based on trend of last two years.

March 31, 2016

Weighted Averageexercise prices (Rs.)

Outstanding at the start of the year 1,613,000 48.32

Granted during the Year 2,286,342 54.39

Forfeited during the year - -

Exercised during the year 200,000 28.75

Outstanding at the end of the year 3,699,342 53.13

Exercisable at the end of the year 240,500 42.73

The details of activity under the Scheme are summarized below:

No. of optionsParticulars




March 31, 2016Weighted Average

exercise prices (Rs.)

1-Mar-12 220,000 5.14

1-Oct-12 300,000 5.84

25-Mar-14 893,000 7.25

1-Jul-15 1,585,070 7.35

1-Aug-15 508,626 7.44

25-Aug-15 150,646 7.50

3-Feb-15 42,000 6.42

The weighted average remaining contractual life for the stock options outstanding as at March 31, 2016 are as follows:

No. of optionsGrant Date


For options exercised during the year, the weighted average share price at the exercise date was Rs 28.75 per share

The weighted average fair value of stock options granted during the year was Rs 54.39

Stock compensation expense under the Fair Value method has been determined based on fair value of the stock options. During the year, no options have been granted. The fair value of stock options was determined using the Black Scholes option pricing model with the following assumptions.

As atMarch 31, 2016


March 31, 2016

Particulars

Particulars

A. Stock Price Now (in Rupees) 47.65

B. Exercise Price (X) (in Rupees) 53.13

C. Expected Volatility (Standard Dev - Annual) 44.93%

D. Historical Volatility

E. Expected Life of the options granted (Vesting and exercise period) in years 7.08 Years

F. Expected Dividend Nil

G. Average Risk- Free Interest Rate 7.81%

H. Expected Dividend Rate Nil

Net Profit after tax and minority interest as reported (Rs. in Lacs) (8,074.56)

Add: Employee stock compensation under intrinsic value method (Rs. in Lacs) 30.88

Less: Employee stock compensation under fair value method (Rs. in Lacs) (122.43)

Performa profit (Rs. in Lacs) (8,166.11)

Earnings Per Share

Basic (Rs.)

- As reported (3.03)

- Performa (3.06)

Diluted (Rs.)

- As reported (3.00)

- Performa (3.03)

(Rs. in Lacs)Black Scholes Option Pricing model

The expected life of the stock is based on historical data and current expectations and is not necessarily indicative of exercise pattern that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may also not necessarily be the actual outcome.

The company measures the cost of ESOP using the intrinsic value method. Had the company used the fair value model to determine compensation, its profit after tax and earnings per share as reported would have changed to the amounts indicated below:





30. Leases

30.1 Finance lease: group as lessee

The group has finance leases and hire purchase contracts for various items of medical equipments. Upon the expiry of lease term the absolute and unencumbered ownership of the equipment shall vest with the Group at the guaranteed residual value. Each renewal is at the option of lessee. Future minimum lease payments (MLP) under finance leases together with the present value of the net MLP are as follows:

March 31, 2016Present value

of MLP

Within one year 127.72 105.28

After one year but not more than five years 243.42 203.33

More than five years - -

Present value of minimum lease payments 371.14 308.61

Minimumpayments

(Rs. in Lacs)

(Rs. in Lacs)

30.2 Operating lease: group as lessee

Lease rentals recognized in the statement of profit and loss for the year is Rs. 2,750.25 Lacs

The group has entered into operating leases for its office, hospitals, nurse hostel and for employees’ residence, that are renewable on a periodic basis. The average life of lease is from 3 to 30 years. The total of future minimum lease payments under non-cancellable leases are as follows:

As atMarch 31, 2016

Particulars

Not later than one year 1,709.11

Later than one year and not later than five year 5,942.39

Later than five year 9,511.62

Total 17,163.12

31. Capitalisation of Expenditure

As atMarch 31, 2016

Particulars

Arising on account of demerger 8.33

Less: Capitalised during the year (3.24)

Preoperative expenses pending capitalisation 5.09

(Rs. in Lacs)

32. Interest in a joint venture

The Group holds, 46.28% interest in Max Healthcare Institute Limited (MHIL) (incorporated in India), a joint controlled entity which is involved in the business of healthcare services and 20.00% interest in Forum I Aviation Limited (FIAL) (incorporated in India), a joint controlled entity which is involved in the business of aircraft chartering services to its members.

Max Healthcare Forum I Aviation Limited

Current assets 13,373.88 122.49

Non current assets 89,223.83 1,241.63

Current liabilities (19,385.74) (13.70)

Non Current liabilities (31,080.48) (282.12)

Equity 52,131.49 1,068.30

Revenue 68,256.58 512.27

Cost of material consumed (18,444.61) -

Depreciation (4,007.91) (64.63)

Finance cost (3,380.49) (4.44)

Employee benefit expenses (13,971.23) (97.24)

Other expenses (29,113.55) (338.89)

Profit/(Loss) before tax (661.21) 7.06

Tax expense - 45.96

Profit/(Loss) after tax (661.21) (38.89)

Capital commitments 2,077.99

Contingent liabilities 15,275.58

(Rs. in Lacs)

As atMarch 31, 2016

As atMarch 31, 2016




a. Segment Revenue from

Sales to external customers 6,730.94 - - - - 6,730.94

Service Income 59,567.80 39,310.96 - 1,340.67 4,221.55 104,440.98

Service/Interest Income from inter segments 134.97 - 57.27 580.33 193.16 965.73

Income from investment activities - 4,303.30 - 5,254.77 - 9,558.07

Other operating revenue 456.84 - - - - 456.84

Total Segment Revenue 66,890.55 43,614.26 57.27 7,175.77 4,414.71 122,152.56

Less: Inter segment revenue 134.97 - 57.27 580.33 193.16 965.73

Revenue from operations 66,755.58 43,614.26 - 6,595.44 4,221.55 121,186.83

b. Segments Results 2,510.52 (6,398.06) (3,296.49) 5,388.84 (69.36) (1,864.55)

Interest Income 395.11

Sub-total (1,469.44)

Less:

Unallocated Expenses (Net of unallocated income) 3,271.99

Interest Expenses 4,096.09

Profit before tax (8,837.52)

Provision for taxation (includes provision for Deferred Tax) 1,019.96

Profit after tax (9,857.48)

Minority Interest 1,782.92

Profit after tax (after adjusted minority interest) (8,074.56)

c. Carrying amount of segment assets 74,433.63 64,291.71 35,055.14 16,246.83 7,792.46 197,819.77

Add: Unallocated assets 6,585.14

Goodwill 40,541.15

Total Assets 244,946.06

d. Segment Liabilities 13,009.79 43,324.04 12,680.04 - 8,129.83 77,143.70

Add: Unallocated liabilities 46,487.90

Total Liabilities 123,631.60

(Rs. in Lacs)

Healthcare

2016

HealthInsuranceBusiness

2016

SeniorLiving

Business

2016

BusinessInvestments

2016

Others

2016

Total

2016


33. Segment Information

33.1 Business Segments

The Company has considered business segment as the primary segment for disclosure. The products/ services included in each of the reported business segments are as follows:

a) Healthcare Business – Some of the Company’s subsidiaries/joint ventures are engaged in the delivery of healthcare services in North India through its primary and tertiary healthcare centers. This also includes revenue from leasing of medical and other equipment.

b) Business Investments – This segment is represented by treasury investments.

c) Health Insurance - This segment relates to the health insurance business carried out pan India, by one of the Company’s subsidiary.

d) Senior Living – One of the Company’s subsidiaries is engaged in the business of senior living.

e) Others - The leasing activities undertaken by one of the Company’s subsidiary are classified under this segment.

The above business segments have been identified considering:

(i) The nature of products and services

(ii) The differing risks and returns

(iii) Organizational structure of the group, and

(iv) The internal financial reporting systems

Segment Revenue consists of segment revenue from external customers and revenue from other segments.

Segment Result is the difference of segment revenue and segment operating expenses.

Unallocated Assets include assets pertaining to the holding company’s corporate office such as, loans, advance and deposits.

Unallocated Liabilities include tax provisions and interest bearing loans not directly related to any business segment.

Unallocated Expenses - Expenses incurred at corporate office of the holding company relate to various business segments. As there is no reasonable basis of allocating this expenditure to various segments, the same are shown as unallocated reconciling expenses. Interest expense is not treated as part of a segment expense and is reflected as a separate line item.

33.2 Geographical Segments

The Company has considered geographical segment as secondary reporting segment for disclosure. For this purpose, the revenues are bifurcated based on location of customers in India and outside India.

33.3 Segment Information




e Cost to acquire tangible and intangible fixed assets 14,337.73 291.73 12,097.44 - 662.49 27,389.38

Unallocated 156.70

Total Addition 27,546.08

f. Depreciation and amortisation expenses 4,008.10 1,145.12 187.77 - 139.86 5,480.85

Unallocated depreciation & amortization 73.10

Total depreciation and amortization 5,553.95

g. Non-cash expenses other than depreciation 6.89 - - - (54.30 (47.41)

and amortisation

Unallocated non cash expenses 78.29

Total 30.88

(Rs. in Lacs)

Healthcare

2016

HealthInsuranceBusiness

2016

SeniorLiving

Business

2016

BusinessInvestments

2016

Others

2016

Total

2016

(Rs. in Lacs)

TotalOutside IndiaIndia

2016 2016 2016

SECONDARY SEGMENT

a. Revenue from external customers 121,186.83 - 121,186.83

b. Carrying amount of segment assets by location of assets 197,648.30 171.47 197,819.77

c. Cost to acquirer tangible and intangible fixed assets by location of assets 27,389.38 0.33 27,389.71

34 Related parties disclosures


Joint Venture 1 Max Healthcare Institute Limited

2 Alps Hospial Limited

Key Management Personnel (KMP) 1 Mr. Mohit Talwar (Managing Director) - Effective January 15, 2016

2 Mr. Jatin Khanna (Chief Financial Officer) - Effective January 15, 2016

3 Mr. V Krishnan (Company Secretary) Effective January 15, 2016

Enterprises owned or significantly influenced by key 1 Max Life Insurance Company Limited

management personnel or their relatives 2 Max Financial Services Limited

3 Max Venture and Industries Limited

4 New Delhi House Services Limited

5 Malsi Estates Limited

6 Max Ventures Private Limited

7 Siva Realty Ventures Private Limited

8 Piveta Estates Private Limited

9 Vana Retreats Private Limited

10 Veeras Kitchen Private Limited

11 Max Speciality Films Limited

Employee benefit funds 1 Max India Ltd. Employees’ Provident Fund Trust







Income from shares services

Max Healthcare Institute Limited 74.67 - - - 74.67

Max Financial Services Limited - - 897.00 - 897.00

Max Life Insurance Company Limited - - 313.00 - 313.00

Max Venture and Industries Limited - - 56.00 - 56.00

Reimbursement of expenses (Received from)


Max Life Insurance Company Limited - - 3,066.61 - 3,066.61

Malsi Estates Limited 6.12 6.12

Max Ventures Private Limited 2.16 2.16

Siva Realty Ventures Private Limited 0.54 0.54

Piveta Estates Private Limited 2.65 2.65

Vana Retreats Private Limited 28.10 28.10

Max Speciality Films Limited 1.56 1.56

New Delhi House Services Limited - - 15.40 - 15.40

Reimbursement of expenses (Paid to)




Management service charges - -


Repair & Maintenance


Insurance paid


Managerial Remuneration

Mohit Talwar - 49.41 - - 49.41

Jatin Khanna - 15.49 - - 15.49

V Krishnan - 31.22 - - 31.22

Company's contribution to Max India Ltd Provident Fund Trust - - - 346.96 346.96

Dividend income

Max Speciality Films Limited - - 3.38 - 3.38

Purchase of assets - -


Balance outstanding as at the year end

Other receivable



Malsi Estates Limited 4.37 4.37

Vana Retreats Private Limited 10.89 10.89

Max Venture and Industries Limited - - 58.52 - 58.52

Amount Payable

Veeras Kitchen Private Limited - - (1.91) - (1.91)

New Delhi House Services Limited (0.69) - (6.51) - (7.20)

(Rs. in Lacs)

2016 2016 2016 2016 2016

Key ManagementPersonnel

(Managing Director,Whole time

director, managerand other

managerialpersonnel)

JointVentures

Enterprisesowned or




Total





As atMarch 31, 2016

35 Capital and Other Commitments


S.No.

Particulars

(Rs. in Lacs)

i Share of guarantee given by the jointly controlled entity (Max Healthcare Institute Limited) (Refer note (a)) 10,935.26

ii. Claims against the Company not acknowledged as debts (Refer note (b))

- Service tax demands 655.91

- Sales tax 142.54

- Legal cases and claims 3,389.72

iii. Obligation arising from import of capital equipment at concessional rate of duty during the year under 701.57 Export Promotion Capital Goods Scheme

iv. Income Tax cases (note (c) and (d))

Estimated amount of contracts remaining to be executed on capital account and not provided for 21,471.98

Less: Capital advances (note 15) 9,598.32

Net capital commitment for acquisition of capital assets 11,873.66

Note:

a. Guarantees given by the group on behalf of others is not considered as prejudicial to the interest of the group as it provides opportunity for growth and increase in operations of the group.

b. Claims against the Group not acknowledged as debts represent the civil cases that are pending with various Consumer Disputes Redressal Commissions / Courts. Based on expert opinion obtained, the management believes that the Group has good chance of success in these cases. In addition to this, as a measure of good corporate governance the company has taken Professional Indemnity Insurance Policy for claims pending against the Group to secure the Group from any financial implication in case of claims settled against the Group.

a. Capital Commitments

c) Max Bupa Health Insurance Company Limited (Max Bupa)

For assessment year 2010-11 and 2011-12 under section 143(3) of the Income Tax Act, 1961, expenses amounting to Rs. 6,137.28

Lacs have been disallowed by the Assessing Officer and the losses allowed to be carried forward by the Assessing Officer for the

purpose of income tax assessment are lower to that extent. Accordingly, this may have effect on the taxability of future income of the

company, depending on the outcome of the appeal. As on date, the matter is pending with CIT (Appeals). The management is

confident that the outcome of these appeals would be in favor of Max Bupa.

(Rs. in Lacs)

35.1 Commitment with respect to leases refer note 30

36 Contingent Liabilities not provided for





Demand (If any)As at March,

31, 2016

Disallowancespending - as at

March 31, 2016

Disallowancespending before

CIT (A)Disallowances

confirmed by CIT(A)for which companyhas filed an appeal

before ITAT

Disallowancesdeleted by CIT(A)

for which departmenthas filed an appeal

before ITAT

Assessment year Pending before ITAT

2003-04 941 213 - 1,154 -

2004-05 641 - - 641 -

2005-06 598 - - 598 -

2006-07 462 - - 462 -

2007-08 907 - - 907 -

2008-09 239 - - 239 -

2009-10 201 - - 201 -

2010-11 410 - - 410 -

2011-12 547 - 450 997 -

2012-13 - - 1,646 1,646 -

2013-14 - - 982 982 -

2010-11* - - - - 9

2012-13 - - - - -

4,946 213 3,078 8,237 9

d Max Healthcare Institute Limited

Income Tax Cases(Rs. in Lacs)

37 Actuarial Assumptions

Health Insurance Business

Max Bupa's appointed Actuary has determined valuation assumptions in respect of ‘Reserve for Unexpired Risk’ and ‘Claims Incurred But

Not Reported’ (IBNR) that conform with Regulations issued by the IRDAI and professional guidance notes issued by the Institute of

Actuaries of India.

(i) During the year ended March 31, 2016, the Company has changed its estimates related to Deferred Benefit Reserve provisioning

which forms part of IBNR reserves. Consequent to the change in such estimate, IBNR reserve for the year ended March 31, 2016 is

lower by Rs. 880 Lacs.

(ii) As at March 31, 2016, the Company has made a provision of Rs. 1375 Lacs towards provider reconciliation reserve based on

actuarial estimates and the same is included as a part of IBNR reserves.

(iii) As at March 31, 2016, the Company has made a provision of Rs. 540 lacs towards litigation reserve based on actuarial estimates and

the same is included as a part of IBNR reserves.

38 Scheme of Arrangement (Demerger) between Max Financial Services Limited (MFS), the Company and Max Venture and Industries

Limited (MVIL)

The Board of Directors of Max Financial Services Limited (‘MFS’, erstwhile Max India Limited) in their meeting held on January 27, 2015

had approved the Corporate Restructuring plan to vertically split MFS through a Composite scheme of arrangement (‘Scheme’), into three

separate listed companies.

a) The Hon’ble High Court of Punjab and Haryana vide its order dated December 14, 2015, sanctioned the Scheme under Sections 391

to 394 read with Sections 100 to 104 of the Companies Act, 1956 between Max Financial Services Limited (‘MFS’ - erstwhile Max

India Limited), Max India Limited ("the Company" - erstwhile Taurus Ventures Limited) and Max Ventures and Industries Limited

(‘MVIL’- erstwhile Capricorn Ventures Limited). The Scheme is effective from January 15, 2016 i.e. the date of filing of the certified

copy of the order of the Hon’ble High Court of Punjab and Haryana with the Registrar of Companies, Chandigarh and Shimla. Pursuant

to the Scheme, all the assets and liabilities pertaining to the Demerged Undertaking (as defined in the Scheme) have been

transferred to and vested in the Company with retrospective effect from the appointed date i.e. April 1, 2015 at their respective book

values appearing in the books of demerged company i.e., MFS. Accordingly, the Scheme has been given effect to in the financial

statements.

b) The consideration for the demerger to the equity shareholders of the demerged company i.e., MFS is discharged by the Company i.e.,

Max India Limited wholly by issue of equity shares of the Company. Pursuant to the Scheme coming into effect, every shareholder

holding fully paid up equity shares of Rs. 2/- each in MFS as on the Record Date i.e., January 28, 2016 will be allotted one equity

share of Rs.2/- each in the Company for every one equity share of Rs.2/- each held in MFS as on the Record Date. As a result of this

and pursuant to he provisions of the Scheme, the existing share capital of Rs.5 lacs of the Company shall stand cancelled. Further,

with respect to employee’s stock options granted by the demerged company i.e. MFS to its employees (irrespective of whether they

continue to be employees of MFS or become employees of the Company or not) shall be allotted one stock option by the Company

under the new ESOP scheme for every stock option held in MFS. Accordingly, ESOP outstanding as on the Effective Date in MFS shall





be allocated between the demerged company and resulting companies. The surplus of net assets acquired by the Company over the

aggregate face value of share capital to be issued shall be credited to capital reserve. The value of net assets acquired effective from

April 1, 2015 and the calculation of differential consideration and value of net identifiable assets acquired is set out below:

c) The reconciliation of share capital to be issued pursuant to the scheme is given below and disclosed as ‘Shares capital pending

allotment’ in the financial statements:

As atMarch 31, 2016

As atMarch 31, 2016

Particulars

Particulars

Assets acquired

- Fixed assets (net of accumulated depreciation) 57,452.60

- Goodwill on consolidation 14,166.59

- Investments (Non-current and current) 88,522.86

- Loans and advances (Non-current and current) 24,060.46

- Trade receivables (Non-current and current) 11,765.14

- Inventories 863.04

- Cash and bank balance 8,428.23

- Other assets (Non-current and current) 3,200.88

Sub-total (A) 208,459.80

Liabilities assumed

- Borrowings (long term and short term) 25,725.24

- Other long term liabilities 8,394.95

- Trade payables and other current liabilities 23,958.98

- Provisions (Non-current and current) 22,467.81

- Minority Interest 4,634.59

Sub-total (B) 85,181.57

Net assets acquired (A-B) 123,278.23

Share capital to be issued 5,339.68

ESOP to be issued 198.38

Foreign currency transalation reserve 38.74

Capital Reserve 117,701.43

Shares capital to be issued (refer point b above) 5,339.68

Less: Existing share capital pending cancellation (5.00)

Share capital pending allotment 5,334.68

(Rs. in Lacs)

(Rs. in Lacs)

d) Subsequent to the year end, the Company has received the Foreign Investment Promotion Board (FIPB) approval to issue and allot

shares to MFS's shareholders as on the record date i.e. January 28, 2016, vide its letter dated May 06, 2016. The Company has

issued and allotted 26,69,83,999 equity shares of Rs. 2/- each on May 14, 2016 and the existing equity capital of the Company of

Rs. 5.00 lacs which was fully held by MFS, has been cancelled pursuant to the provisions of the Scheme and the Company ceases to

be a subsidiary of MFS effective May 14, 2016.

e) This Scheme is a non-cash transaction and hence, has no impact on the cash flow of the Company for the current period.

39 Derivative Instruments and Unhedged Foreign Currency Exposure

India Rupee(Rs. in Lacs)

Exchange Rate(Rupee)

Foreign Currency(Rs. in Lacs)

Particulars

Import capital creditors (EUR) 0.17 76.59 13.02

Import capital creditors (USD) 4.34 67.61 293.43

Import capital creditors (YEN) 0.66 0.60 0.40

Trade payables (GBP) 0.34 95.09 32.65






40 During the year, MHIL has made two major acquisitions:-

Max Super Speciality Hospital, Vaishali

During the year, MHIL, in terms of the Share Subscription and Purchase Agreement dated May 28th, 2015 as amended by Amendment

Agreement dated July 10th 2015 (collectively referred as “Transaction Documents”), acquired, by way of primary and secondary purchase,

in various tranches, 111,625,297 equity shares of Crosslay Remedies Limited @ Rs.22.10 per equity share which contributes to 77.95% of

the equity share capital on a fully diluted basis. Crosslay Remedies Limited owns and operates Max Super Speciality Hospital, Vaishali

(erstwhile Pushpanjali Crosslay Hospital), a 260-bedded hospital (expandable up to 460 beds).

After expiry of 4 years from the Completion date i.e. July 10th, 2015, MHIL shall have a call option right to acquire all remaining shares held

by the existing shareholders (except for 530,000 equity shares) at fair market value subject to a floor price of Rs. 35.10 per equity share, in

accordance with the terms of the Transaction Documents. In accordance with the terms of the Transaction Documents, the existing

shareholders, after expiry of 4 years from the Completion date i.e. July 10th, 2015, the have a put option right to sell all remaining shares

held by the existing shareholders to the MHIL (except for 530,000 equity shares) at fair market value subject to a floor price of Rs. 35.10

per equity share.

Max Smart Super Speciality Hospital "MSSH”

During the year under review, MHIL has, in terms of the Share Purchase Agreement dated November 27th, 2015 (referred as “Transaction

Document”), acquired by way of secondary purchase 14,864,817 equity shares (51% of the paid up capital) of Saket City Hospital Private

Limited (“SCHPL”) @ Rs.218.64 per equity share. SCHPL provides medical services to erstwhile Saket City Hospital (rechristened as Max

Smart Super Speciality Hospital "MSSH"), a unit of Gujar Mal Modi Hospital and Research Centre (“Society”), through a non-cancellable

and exclusive arrangement. MSSSH has 215+85 (under construction) beds currently and is expandable to ~ 1200 beds approximately.

MHIL also has a call option right to acquire all remaining shares held by the existing shareholders in accordance with the terms of the

Transaction Document. Further, after the (i) expiry of 3 (three) years from the Completion Date i.e. November 27th, 2015 or (ii) receipt by

the Society of all the approvals required from Governmental Authority(ies) as may be required for commencement of the construction of

900 additional beds, whichever is later, the existing shareholders shall have a put option right to sell all remaining shares held by the

existing shareholders to the Company in accordance with the terms of the Transaction Document.

41 Pursuant to the scheme of demerger investments in Max Neeman Medical International Limited having carrying value of Rs. 942.90 lacs

(net of provision for impairment) were got transferred in the name of the Company which has been sold to JSS Medical Research for a

consideration of Rs. 942.90 lacs, resulting in a gain of Rs. 361.38 lacs in consolidated financial statements.

42 Subsequent to the year end, on April 29, 2016, Max India Limited executed an agreement with Bupa Singapore Pte. Limited (Bupa

Singapore) to divest its 23% stake in Max Bupa Health Insurance Limited to Bupa Singapore at par value, for a consideration of Rs.

20,654.00 lacs.

43 Max India Limited (formerly known as Taurus Ventures Limited) was incorporated on January 1, 2015. The financials of the Company has

been prepared for first time for 15 months i.e. January 01, 2015 to March 31, 2016. In respect of subsidiary companies / joint ventures

financials has been consolidated for 12 months i.e. April 1, 2015 to March 31, 2016. Accordingly, there are no comparitive preivous period

figures.










M A X B U PA H E A LT H I N S U R A N C E

C O M PA N Y L I M I T E D

DIRECTORS’ REPORT

Your Directors are pleased to present the Eighth Board’s Report of your Company together with the audited accounts for the financial year ended March 31, 2016.

BUSINESS HIGHLIGHTS

Highlights for the Financial Year (FY) ended March 31, 2016 are as under:

(Rs. in ‘000)

Particulars Financial Year2015-16 2014-15

Gross Written Premium 47,60,092 37,26,574

Add Reinsurance Accepted - -

Less Reinsurance Premium 2,44,564 1,92,172

Net Premium 45,15,528 35,34,402

Unexpired Risk Reserve 5,84,433 3,82,038

Earned Premium 39,31,095 31,52,364

Total Underwriting Revenue 39,31,095 31,52,364

Net Incurred Claims 23,40,226 18,22,037

Commission paid (net) 4,47,973 3,21,985

Expenses of Management 22,12,348 22,43,651

Premium Deficiency Reserve - (5,653)

Total Underwriting expenses 50,00,547 43,82,020

Underwriting Profit/(Loss) (10,69,452) (12,29,656)

Investment Income:

Allocated to Revenue Account 2,54,765 1,79,510

Allocated to P&L Account 1,75,565 1,57,610

Other Income 1,725 2,162

Other Expenses 11,698 24,296

Provisions 35,884 18,462

Profit/(Loss) before Tax (6,84,979) (9,33,132)

Key Business Parameters

Solvency Ratio 2.16:1 2.10:1

Share Capital (Rs. crores) 898.00 790.50

Foreign Direct Investment(Rs. crores) 233.48 205.53

No. of Employees 1,386 1,444

No. of offices 27 26

No. of Agents 16,619 11,020

No. of Policies 265,089 232,042

1. INDUSTRY OVERVIEW

The Health Insurance sector continues to be the fastest growing segment in non-life insurance industry. The total health insurance premium in Financial Year 2015 – 2016 grew to Rs. 27,362 Crores from Rs. 22,580 Crores in Financial Year 2014 – 2015, reflecting a strong growth of 21%. Increase in lifestyle and chronic illnesses like diabetes, cancer and cardiovascular diseases along with improved customer awareness and double digit growth in medical inflation is leading to an increase in demand for health insurance.

During the year, the regulatory environment has changed significantly due to the amendment of the Insurance Act and modifications in some policies of the central government. In addition to introducing new avenues and distribution like Point of Sale and Insurance Marketing Firms, the IRDAI has also amended

Financial Year

important regulations related to Corporate Agency, Individual Agents and Rural Social Obligations for insurers. These changes will lead to opening up of new distribution channels and will help insurers increase penetration in a cost effective manner.

The regulator has also issued a number of draft regulations including draft health insurance regulations and draft payment of commission/remuneration to insurance agent regulations. Implementation of some of the recommendations, should lead to tangible benefits and proper industry growth. These include: a) putting curbs on mis-selling, improving transparency through standardized norms on disclosures, b) reform enabling ability to increase premiums in a manner linked to an inflation index and c) have an entry age based premium pricing model, to enable the industry cater to the elderly.

2. STATE OF COMPANY’S AFFAIRS

Your company posted a Gross Written Premium of Rs. 476.01 Crores for the year thereby registering a 28% growth over previous year. The loss for the year at Rs. 68.5 Crore has improved by 27% as compared to the previous year.

Financial year 2015-16 has been a year that marked significant market-related developments, increasing claims cost, medical inflation and rising incidence of non-communicable diseases, thereby resulting in increasing margin pressure on the business.

Your company’s key priorities going forward have been shaped by the changing external environment & our current business performance:

• Primary focus on B2C segment led by Agency & Bancassurance, while evaluating a comprehensive digital strategy

• Improve persistency

• Better manage claims through case management, healthcare purchasing and fraud control

• Improve the suite of products to meet the needs of the customers whilst managing risk and delivering value to the customers and shareholders

• Deliver best-in-class service based on customer segments and partners

• Continued focus on cost optimization

• Leadership development and building talent pipeline

• Robust IT strategy for a stable, secure and scalable infrastructure

Your Company focuses on affluent segments in the top 20-25 cities in India and aims to be the preferred family health insurer for B2C customers. Your company offers quality health insurance services through its comprehensive distribution network comprising of Agency, Bancassurance, & Alliances (NBFC’s and brokers)& Direct channel (tele-assisted, online sales and direct sales team).

Your Company has reported a good overall performance in FY 2015-16, in line with our strategic priorities, across different operational areas.

A. MULTI CHANNEL DISTRIBUTION SET-UP

Your company’s strategic priorities focus on profitable and sustainable growth led by Agency and bancassurance. Your company has relentlessly focused on building its distribution network by consistently improving the quality of its Agency sales force, building bancassurance channel and strengthening its Direct channels by evaluating a comprehensive ‘digital’ strategy.

1. Agency

A N N U A L R E P O R T 2 0 1 5 - 1 6 001Registration No. 145, Date of Registration with IRDA, February 15, 2010

Max Bupa Health Insurance Company Limited

Agency is the Company’s largest distribution channel, spanning 26 branches across 16 cities and contributes over 55% of overall revenue. The Agency sales force comprises of 400 Agency Managers and13,000 agents. Your Company’s agency force is one of the most productive agency force amongst SAHIs (Stand Alone Health Insurers). FY 15-16 saw the Agency channel focus on process standardization, frontline staffing & retention, performance management, agent recruitment & activation and growth through sub-verticals. Going forward, in line with the strategic priorities, your company has identified 4 focus areas for Agency channel – agent empowerment through digital enablement, drive fixed benefit product adoption, launch variable agency program and focus on capability enhancement of supervisors.

2. Bancassurance & Alliances

Your Company is the first SAHI player to sign 6 Bancassurance Corporate Agency relationships in India between Oct’ 2013–June’ 2016 with reputed banks like Standard Chartered, Federal, Deutsche, Ratnakar Bank, SUPGB and Bank of Baroda. Your Company now has a robust bancassurance infrastructure with 200+ FOS (Feet-on-Street) and around 6700 bank branches. Banca channel contributed around 40% of Company’s new sales in FY 15-16. The early relationship with the Banks has enabled your Company to plan/create segment wise focused initiatives which will help in consolidation of the relationship. Your company also has tied up with leading NBFC’s like Bajaj Finserv and Muthoot under alliances vertical. Growth in this channel would primarily be driven by focus on branch activation penetration in different customer segments and opportunities for sale to retail asset customers. Your Company is also exploring new opportunities in Bancassurance and Alliances channels.

3. Direct channels (E-sales and Direct sales team)

Direct channels at your company comprises of E-sales (tele-assisted as well as online sales) and the Direct sales team contributing to 23% of revenue in FY15-16. Your company has one of the largest captive telesales team in the health insurance industry, with ~130 dedicated out-bound tele-callers. The channel is equipped with state-of-the-art technology infrastructure (Dialler/CRM) within a secure environment. Your company is exploring the ‘digital’ opportunity in the Health insurance space in India which is currently estimated to be ~ Rs 270 cr. new sales and currently dominated by web aggregators and a select few insurers. Your company’s digital roadmap will focus on addressing the category’s unmet needs and leveraging your company’s current strengths in brand and technology. Your company aims to maintain profitable direct channels with a focus on building a comprehensive digital strategy.

4. Business to Business (B2B)& Rural business

Apart from the retail segment, your company also has limited presence in the Group business where we focus on select profitable business opportunities. Your Company also has underwritten rural business under RSBY scheme of Government.

B. IMPROVED CUSTOMER MANAGEMENT

In line with your Company’s commitment towards exemplar service and being transparent, customer focused, equitable and fair in its dealing with customers, your Company continued to focus on raising the standard of customer interaction at every touch point, right from pre-sales engagement to payment of claims.

Your Company proactively captures customer feedback through multiple formal and informal customer listening initiatives including Customer Transactional Assessments

(CTA) for key customer processes, online customer feedback through portals and blogs, Max Bupa’s website, and welcome calling. The top two box CTA score Policy Servicing improved to 52% from 44% as compared to the last financial year. Service excellence is key to your Company’s success and therefore there is considerable focus on customer experience and related metrics. The Customer Experience Index is calculated annually and for 2015-16 it stood at 65% as compared to 59% for Financial Year 2014-15.

Your Company’s 30 minutes pre – authorization service commitment, introduced in the Financial Year 2014 – 15, continues to out perform in the industry for the Financial Year 2015-16.

In continuation of our Philosophy of service being a key differentiator, we have launched interactive voice response which has enabled us to provide 24*7 self service options for basic queries. Customer Relationship Management (CRM) system has enabled us to service our customer promptly. Both our initiatives has helped us to improve our C – SAT scores and productivity.

C. COST MANAGEMENT

Your Company continues to focus on higher efficiency, improved productivity and a reduction of expenditure. A Cost Council has been formed which is driving optimization of expenses through activity based costing, segmental analysis and identifying opportunities across functions where expenses can be reduced. This team leveraged best practices across the Max India Group and the industry to optimize spends. The cost optimization focus is reflected in the management expense ratio which is improved from 72% in Financial Year 2015to 57% in Financial Year 2016.

D. INVESTMENT PERFORMANCE

Your Company ensures management of investment assets in accordance with the asset liability management policy of the company. The performance of the fund has been commensurate with the risk assumed in the fund.

The fund is invested with 97% of the portfolio in highest safety instruments (viz. sovereign and AAA or equivalent instruments). Your Company’s Assets under Management (AUM) of Rs 566.45 Crores recorded a growth of 32% over the last year.

During the financial year, your Company generated an investment yield of 8.6% (9.0% including portfolio rebalancing) for the financial year ended Mar 31, 2016 versus 9.1% for the financial year ended Mar 31, 2015.

E. BUSINESS EXCELLENCE

In the Max Performance Excellence Framework (MPEF) assessment for Financial Year 2014 - 2015 cycle (MPEF assessment did not happen for Financial Year 2015 - 2016); your company is working towards moving from early development stage to early result stage. The MPEF scores received for Financial Year 2014-15 of 342, was an improved score from the last assessment. This assessment report identified that your company has a systematic and effective program for gathering, analysis and responding to the ‘Voice of Customer’ (VOC) and using this for strategic and operational decision making. It also highlighted that your company has continued to improve brand awareness among employees, customers and partners. The assessors also believed that your company has the opportunity to build innovation culture, improve knowledge management and people practices to breach the early results stage in the MPEF score bands.

A N N U A L R E P O R T 2 0 1 5 - 1 6Registration No. 145, Date of Registration with IRDA, February 15, 2010Max Bupa Health Insurance Company Limited002

F. AWARDS AND RECOGNITIONS

During the Financial Year 2015-2016, your Company has been felicitated with Awards and Recognitions across functional areas. Some of these were:

1. First Health Insurer to be listed as a Superbrand in India. Your Company was selected as the most preferred brand in the Health Insurance segment for 2015 by 7,000 consumers in India.

2. Emerged as the most trusted Health Insurance brand in the Brand Trust Report 2015. This was the second time that your company emerged as the no. 1 Health Insurance Brand chosen through an independent consumer survey conducted in 6 cities by TRA, a Global research and advisory firm.

3. Heartbeat Health Insurance Plan recognized as Innovation of the Year at the Golden Peacock Awards 2015 for its industry first features like coverage for 14 relationships in a single family and cashless treatment for critical illnesses abroad.

4. Recognized as ‘Claim Service Leader of the Year’ at the 5th Indian Insurance Awards 2015 for superior claims experience offered to its customers through its 30 minutes cashless claims promise

5. Max Bupa Walk for Health was awarded ‘Best CSR Campaign Linked to Loyalty’ at the 8th Loyalty Awards 2015. The initiative was recognized for strengthening our healthcare agenda and enhancing brand loyalty.

6. Recognized for best solution for Data Management at the E- Governance BFSI Leadership Awards 2015. This is an important acknowledgement for our IT expertise and differentiated approach to customer service with our WDMS solutions that aims bringing overall improvements in customer facing metrics.

7. Listed among Asia’s 100 most admired brands for its differentiated brand positioning and marketing efforts.

3. PHILOSOPHY

Your Company’s mission is to help customer live healthier and more successful lives. With an aim to build long-term healthcare partnerships, providing expertise for life, your company is working towards helping people put their health first.

Your Company’s vision is to become India’s most admired health insurance company by building capability in people, technology, infrastructure, delivering high quality products and services to its customers

4. OPERATIONS

Your Company has invested extensively in building Health Risk Management (HRM) capabilities over the last two years. HRM, as a philosophy, aims to strike a balance between treating customers fairly, enabling product profitability and affordability of comprehensive health insurance products for the customers i.e. ensuring access to most appropriate care, in the most appropriate setting at the most appropriate time and at the most affordable price to the customers. HRM forms the basis of key business decisions relating to selection, assessment and management of health risk. Key operating decisions related to product design, underwriting & claims philosophy, choice of market segments as well product and geographical mix are guided by HRM principles and are enabled by strong health and clinical data analytics. It also includes partnering with health service providers (especially hospitals) to not just enhance the access but also the quality of healthcare to your Company’s customers. Your Company has also

made significant progress in enhancing payment integrity, reducing overcharging by providers, fraud detection and control to ensure only genuine claims are paid by mobilizing claims leakage control measures and thereby maintaining affordable premiums for its suite of health insurance products.

Your Company brings together Bupa’s global health insurance and customer service expertise with Max India’s understanding and experience of the Indian health and insurance sectors. Your Company has developed a strong network of over 3500 quality hospitals and services its customers directly through its in-house team of professionals including doctors who process the claims. Your Company offers individual and family oriented health insurance policies for Indians across all age groups.

5. HEALTH INSURANCE PRODUCTS

Your Company has its flagship product, Heartbeat, for retail customers, offering comprehensive health insurance cover for both individuals and families. Keeping the customer need at the core, Heartbeat product offers comprehensive health insurance coverage which includes in-patient, pre and post hospitalization, day care treatments, emergency ambulance, maternity benefit, new born baby cover, organ donor, health check-up, health relationship loyalty program, etc. Along with these benefits, your company’s product also covers international medical treatment and assistance. With its cashless international coverage, the overall offering is significant. It not only provides treatment for 9 specified illnesses but also covers medical evacuation. While the product’s unique selling proposition has always been coverage from 91st day (except for accidents & emergencies) and no specific waiting period of 24 months for insured persons who are below 60 years of age.

Further, your company’s Health Companion product primarily caters to mass affluent and upper affluent segment who are seeking health insurance cover at a competitive price. Your company has also used comprehensive and flexible structure of Group Health Insurance (GHI) to come up with multiple propositions to meet the needs of bancassurance customers. Different plans under GHI help our bank and affinity partners to target their unique customer segments with specific propositions. In addition to the above, your company also has a comprehensive bouquet of products in indemnity and fixed benefit segments which includes Health Assurance (offering 3 in 1 coverage for personal accident, critical illness, hospital cash), Group Personal Accident, Employee First Health Insurance Plan, Swasth Parivar – Health Insurance Plan and Swasthya Pratham – Micro Insurance Product.

6. BOARD OF DIRECTORS AND ITS COMMITTEES

Conscious efforts were made to continue strengthening the Board of Directors in terms of its effectiveness and corporate governance. The Board of Directors is responsible for the approval of overall corporate strategy and other Board related matters. The Board of Directors of your Company comprises of Ten (10) members as on March 31, 2016.

1. During the year, the following Directors were appointed to the Board of your Company:-

a) Mr. Ashish Mehrotra (DIN 07277318) was appointed as Chief Executive Officer & Managing Director of the Company with effect from November 04, 2015.

2. Your Company is proposing to regularize the appointment of Mr. Ashish Mehrotra (DIN 07277318), being Additional Director as Director of your Company at the ensuing Annual General Meeting. Your Company has also received notice from member pursuant to Section 160 of the Companies Act 2013

A N N U A L R E P O R T 2 0 1 5 - 1 6

proposing candidature of the above Director at the ensuing AGM. Mr. Ashish Mehrotra is Managing Director of your Company. His appointment will be regularized at the forthcoming AGM in accordance with the provisions of the Companies’ Act. 2013 for a period of five years since the date of his appointment, i.e. November 04, 2015 till November 03, 2020.

3. In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of your Company, Mr. Rahul Khosla (DIN - 03597562) and Mr. Rajesh Sud (DIN - 02395182), being liable to retire by rotation at the ensuing Annual General Meeting of your Company and being eligible, offered themselves for reappointment.

4. During the year, following Directors stepped down from the Directorship of your Company:-

a) Mr. Anthony Maxwell Coleman(DIN 03149224) ceased to be a Director of your Company with effect from October 27, 2015.

b) Mr. Amit Sharma (DIN 00050254) ceased to be a Director of your Company with effect from January 15, 2016.

The Company places on record its deep appreciation of the contribution made by the above referred Directors during their association with the Company.

5. In accordance with the requirements of the Companies Act 2013, the composition of following Committees of the Board are as follows :

a) The Audit Committee of the Board was constituted wherein Mr. K. Narasimha Murthy (Independent Director) as Chairman of the Committee and Mr. Pradeep Pant (Independent Director) and Mr. David Fletcher as members of the Committee. The constitution of the Audit Committee is in accordance with the provisions of section 177 of the Companies Act 2013.

b) The Nomination and Remuneration Committee of the Board was constituted wherein Mr. K. Narasimha Murthy (Independent Director) as Chairman of the Committee, Mr. Rajesh Sud, Mr. Pradeep Pant (Independent Director) and Mr. David Fletcher as members of the Committee. The constitution of the Nomination and Remuneration Committee is in accordance with the provisions of section 178 of the Companies Act 2013.

7. KEY MANAGERIAL PERSONNEL(“KMP”) U/S SECTION 203 OF THE COMPANIES ACT, 2013

Section 2(51) of the Companies Act, 2013 introduced the term Key Managerial Personnel (“KMP”). KMP, in relation to a company, means the Chief Executive Officer or the Managing Director or the Manager, the Company Secretary, the Whole-Time Director and the Chief Financial Officer of the Company.

During the year, the following employees were holding the position of KMP :-

a) Mr. Ashish Mehrotra as a Chief Executive Officer and Managing Director of the Company with effect from November 04, 2015;

b) Mr. R Mahesh Kumar as Company Secretary of the Company upto April 10, 2016

c) Mr. Vishal Garg as a Chief Financial Officer of the Company upto May 31, 2015 and

d) Mr. Rahul Ahuja as a Chief Financial Officer of the Company with effect from June 01, 2015.

e) Mr. Rajat Sharma as Company Secretary of the Company with effect from May 06, 2016.

8. CORPORATE GOVERNANCE

Your Company follows high standards of corporate governance and the Directors have embraced this belief and taken various steps to raise the bar for Corporate Governance. Your Company has an independent minded Board constituted of domain experts from diverse functional areas.

The Board of your Company as on March 31, 2016 comprises of seven Non-Executive Directors, one Executive Director and two Independent Directors.

As per Corporate Governance Guidelines issued by IRDAI, the Chief Executive Officer is designated as Whole-Time Director under the Companies Act. The Company has received Deed of Covenant and Declaration from Directors appointed during the year in accordance with the said Corporate Governance Guidelines.

Further, the Board has the following Committees, functioning in line with IRDAI Corporate Governance Guidelines:

a) Audit Committee

b) Investment Committee

c) Risk Committee

d) Policyholders’ Protection Committee

e) Product and Actuarial Committee

f) Nomination and Remuneration Committee

The disclosures, as per the IRDAI Corporate Governance Guidelines, form part of the Directors’ Report and are appended as Annexure - 1. The details regarding number of meetings of the Board and its Committees as required under Section 134(3) (b) of the Companies Act 2013 also form part of the aforesaid Annexure - 1.

9. MATERIAL CHANGES AND COMMITMENT, IF ANY

There are no material changes and/or commitments that have an effect on the financial position of your Company.

10. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR ALONG WITH REASONS THEREOF

Your Company did not have any Subsidiaries, Joint Ventures or Associate Companies during the year.

11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There were no significant and material orders passed by the Regulators or Courts or Tribunals which impact the going concern status or company’s operations during the year as well as in the future.

However, IRDAI on basis of onsite Inspection of Max Bupa Health Insurance Company Limited has imposed a penalty of INR 20 lacs vide its letter no. IRDA /ENF/ORD/ONS/079/04/2016, dated 26th April 2016

12. DIVIDEND

The Directors do not recommend any dividend for the financial year 2015-16.

13. CAPITAL

The authorized share capital of the Company is Rs. 1,000 crores (One Thousand crores) divided into 100,00,00,000 Equity Shares of Rs. 10/-_(Rupees Ten only) each. During the financial year 2015-16, the paid up equity share capital of your Company was increased from Rs. 790.50 Crore to Rs. 898.00 Crore.

Your Company has issued shares, on Rights basis, four (4) times during the year to the existing shareholders. Nominee Shareholders of Max India Limited and Bupa Singapore Holdings

A N N U A L R E P O R T 2 0 1 5 - 1 6

Pte. Ltd. have renounced their rights entitlement in favor of Max India Limited and Bupa Singapore Holdings Pte. Ltd. respectively, which were accepted and subscribed in full by the joint venture partners.

14. SOLVENCY

Your Company regularly monitors its solvency margins to ensure that the solvency margin is maintained in line with the requirements of IRDAI (Assets, Liabilities and Solvency Margin of Insurers) Regulations, 2000. As on March 31, 2016, the solvency ratio of your Company stood at 216 % against required solvency of 150 % (with margin).

15. RESERVES

Your Company has not transferred any amount to reserves, during the financial year 2015-16.

16. PARTICULARS OF DEPOSITS

Your Company has not accepted any deposits under Section 73 of the Companies Act, 2013.

17. IMPLEMENTATION OF INDIAN ACCOUNTING STANDARD (Ind AS) IN INSURANCE SECTOR

The Ministry of Corporate Affairs (MCA) has outlined the roadmap for implementation of Ind AS in the insurance sector. Consequently, IRDA has set up various working groups to prepare a roadmap for implementation of Ind AS in the Insurance sector.

Your company has also initiated the process to ensure preparedness to comply with and implement Ind AS in a time bound manner. To this effect MBHI CFO and Financial Controller have attended an IRDAI and GI Council meeting with regard to Ind AS implementation in March and May 2016.

Your company has initiated the process of preparing the plan for compliance with Ind AS and the Chief Financial Officer (CFO) /Finance Controller will actively interact with the Committee formed by GI Council for implementation of IND AS to keep abreast of the developments

18. RURAL & SOCIAL SECTOR OBLIGATIONS

Disclosure of sector wise business based on Gross Direct Written Premium (GWP) as per IRDA (Obligations of Insurers to Rural or Social Sectors) Regulations, 2002 is as under:

Business Sector Year ended March 31, 2016

GPW % of GPW

Rural 302,506 6.35%

Social 8,022 0.17%

Urban 4,456,863 93.48%

The Company achieved a rural target of 6.35% of GWP against the prescribed obligation of 5% of GWP. Under the social sector, the Company covered 197,186 lives against the prescribed obligation of 85,000 lives thereby fulfilling the social sector obligation.

19. JOINT STATUTORY AUDITORS

The Statutory Auditors of company namely M/s S. R. Batliboi and Associates LLP, Chartered Accountants (ICAI FRN – 101049W) and M/s Nangia & Co. Chartered Accountants, New Delhi, (ICAI FRN– 002391C) shall retire at the conclusion of the ensuing 8th Annual General Meeting.

M/s S. R. Batliboi and Associates LLP, Chartered Accountants (ICAI FRN – 101049W) have expressed their unwillingness to continue as auditors of the company.

It is proposed to appoint M/s. M.P. Chitale & Co, Chartered Accountants, (ICAI FRN– 101851W) as joint statutory auditor for

the FY 2016-17 at the ensuing 8th Annual General Meeting.

It is proposed to ratify the appointment of M/s Nangia & Co. Chartered Accountants, New Delhi as joint statutory auditor for the FY 2016-17at the ensuing 8th Annual General Meeting. The appointment of M/s Nangia & Co. Chartered Accountants is valid till 2016-17.

Your Company has received certificates from M/s M.P. Chitale & Co, Chartered Accountants and M/s Nangia & Co. Chartered Accountants that their appointment as Auditors, if made, shall be in accordance with the conditions laid down in the Companies (Audit and Auditors) Rules, 2014 and that they are not disqualified from appointment under Section 141 and Section 144 of the Companies Act, 2013.

Hence, based on the recommendation of the Audit Committee, the Board further recommends the appointment of M/s Nangia & Co., Chartered Accountants and M/s M.P. Chitale & Co, Chartered Accountants as Joint Statutory Auditors of your Company.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

20. DIRECTORS’ RESPONSIBILITY STATEMENT

The Board of Directors of your Company confirms that:-

1. In the preparation of annual accounts for the financial year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year, and of the loss of the Company for that period;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company, and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the annual accounts on a going concern basis;

5. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. NUMBER OF CASES FILED AND THEIR DISPOSAL UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013)

Your Company is very sensitive towards any complaints related to sexual harassment and has a well defined Policy on Prevention of Sexual Harassment against Women at the workplace.

One complaint have been received by the Sexual Harassment Committee during the Financial Year 2015-16. The investigation in respect the case have been completed. The cases were investigated within 30 days from the date of receipt of Complaint.

22. ANNUAL EVALUATION

As per the requirements of the Companies Act, 2013, formal Annual Evaluation process has been carried out for evaluating the performance of the Board, the Committees of the Board and the Individual Directors.

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The performance evaluation was carried out by obtaining feedback from all directors through a confidential online survey mechanism. The outcome of this performance evaluation was placed before the Nomination and Remuneration Committee on August 01, 2016 and further placed before the Board in the meeting held on Tuesday August 02, 2016.

23. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Your Company’s internal control system is commensurate with the size and scale of the business operations.

Your Company has developed and strengthened its internal financial controls framework over the years. Your Company strives to create and sustain control conscious culture by creating ‘tone at the top’ appropriately. The risk and internal controls environment is governed by two specialized sub-committees of the Board i.e. Audit Committee and Risk Committee. There are well defined charters for each committee making them responsible for institutionalizing and providing oversight to risk assessment and the controls evaluation processes. An Internal Audit Charter and a Risk Management Policy are reviewed annually and a quarterly reporting structure is in place. To ensure independence, the Internal Audit department has reporting line to the Chairperson of the Audit Committee of the Board.

Further, an Internal Audit mechanism is in place, wherein various processes and functions (including finance and accounts) are audited on an annual basis. Internal audits are carried out at two levels:

1. Processes are reviewed to ascertain their completeness and the adequacy of controls in mitigating risks (design); and

2. Compliance documented processes are reviewed (effectiveness).

Further, detailed financial Standard Operating Procedures (SOPs) are defined and key controls are mapped in the finance manual. A limited review is conducted by the Statutory Auditors on the quarterly financial statements and a detailed annual audit is conducted at the end of each financial year.

A framework for monitoring of internal controls on financial reporting has been documented, including structure for governance around Financial Reporting controls during the year. Risk and Control matrices have been defined for all identified internal controls on financial reporting.

A quarterly Director’s questionnaire is furnished to the Audit Committee to certify that, to the best of management’s knowledge and belief, the financial results for the quarter do not contain any false or misleading statements or figures and nothing material has been concealed or suppressed. The document is certified by Chief Financial Officer, Appointed Actuary and Director – Legal and Compliance. This document covers the following aspects:

- Part 1 : Accounting

- Part 2 : Taxation

- Part 3 : Actuarial

- Part 4 : Risk & Compliance

- Part 5 : Banking Operations

24. CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013

All related party transactions that were entered into during the financial year 2015-16 were on an arm’s length basis and in the ordinary course of business. Therefore, the provisions of sub-section (1) of Section 188 are not applicable.

Your Company has a Board approved Related Party Transaction Policy and SOP.

The requisite disclosure of the Related Party Transaction has been made in the Notes to Accounts of your Company.

In addition, the particulars of contracts or arrangements as entered in the ordinary course of business on an arm’s length basis, with related parties of the Company are enclosed herewith in the prescribed format i.e. Form AOC – 2 as Annexure No – 3.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

In accordance with Section 186 (11) (a) together with the clarification issued by ministry of corporate affairs on February 13, 2015, Section 186 does not apply to an Insurance Company. Accordingly, your Company does not have any loan given, investment made or guarantee given or security provided as required under Section 186 of the Companies Act, 2013.

26. THE EXTRACT OF THE ANNUAL RETURN U/S 92 OF THE COMPANIES ACT, 2013

The extract of the Annual Return in the prescribed format i.e. form MGT – 9 as per the requirements of Section 92 of the Companies Act, 2013 is annexed as Annexure No – 4.

27. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS UNDER SECTION 178 OF THE COMPANIES ACT, 2013

Your Company has a duly constituted Nomination and Remuneration Committee (NRC) which is a sub-committee of the Board. The NRC has at least 50% of its members as an Independent Directors.

Your Company has put in place the relevant framework and a Nomination & Remuneration Policy as required in section 178. Any shareholder, interested in obtaining a copy of the Policy, may write to the Company Secretary at the Registered Office of Company, which in due course will also be put up on your Company’s website.

28. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes during the year affecting the financial position of your Company.

29. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORSUNDER SECTION 149(6) OF THE COMPANIES ACT, 2013

Your Company has received declarations from all the Independent Directors of your Company confirming that they meet with the criteria of independence as prescribed under sub section (6) of Section 149 of the Companies Act, 2013.

30. CODE OF CONDUCT & WHISTLE BLOWER POLICY

In order to uphold the highest standards of ethical behavior, your Company has a Code of Conduct which is applicable across the organization.

Your Company also has a Whistle Blower Policy approved by the Board which empowers and provides a channel to employees for communicating any breaches of your Company’s Values, Code of Conduct, Anti Money Laundering Policy and other regulatory and statutory requirements. Appropriate disciplinary actions are taken against any violation. In October 2015, your Company also introduced a EDAP (Employee Disciplinary Action Process) that serves as a guide for all consequence management actions for employees

A N N U A L R E P O R T 2 0 1 5 - 1 6

31. CORPORATE SOCIAL RESPONSIBILITY

Currently the provisions of the Companies Act, 2013 relating to Corporate Social Responsibility (CSR) are not applicable to your Company.

Even though the Company is not required to mandatorily comply with the CSR requirements, the Company has been taking initiatives to promote good health amongst Indians as a good corporate citizen. The “Walk for Health” initiative of the Company has been awarded the best CSR initiative in the country.

32. SECRETARIAL AUDIT

Your Company in the meeting held on July 17, 2015 has appointed M/s Chandrasekaran Associates, Practicing Company Secretary, New Delhi to conduct Secretarial Audit for the Financial Year 2015-16 as per the requirements of Section 204 of the Companies Act, 2013.

M/s Chandrasekaran Associates, Practicing Company Secretary, New Delhi have submitted their report for the financial year 2015-16 in the prescribed format MR-3 which is annexed as Annexure No – 5.

33. DIRECTORS’COMMENTS ON QUALIFICATIONS, RESERVATIONS, DISCLAIMERS ANDADVERSE REMARKS

a) STATUTORY AUDIT

Joint Statutory Auditors of your Company for the financial year 2015-16 i.e. M/s S. R. Batliboi and Associates LLP, Chartered Accountants, New Delhi (ICAI FRN – 101049W) and M/s Nangia & Co. Chartered Accountants, New Delhi (ICAI FRN– 002391C) in the Audit Report for FY 2015-16 have given no qualifications, reservations, disclaimers and/or adverse remarks.

b) SECRETARIAL AUDIT

M/s. Chandrasekaran Associates, Practicing Company Secretary, Delhi, Secretarial Auditors of your Company for the Financial Year 2015-16 has given no qualifications, reservations, disclaimers and adverse remarks in their report except one which is mentioned below:-

i. Mr. Manasije Mishra, Chief Executive Officer & Whole Time Director of the Company has resigned on January 09, 2015. Mr. Ashish Mehrotra was appointed as Chief Executive Officer & Managing Director of the Company on November 04, 2015.

The Company has taken approval from the IRDAI w.r.t to appointment of CEO and MD and a letter addressing to Ministry of Corporate affairs to condone the deviation from the regulations, due to delay in appointment of CEO and to provide six months time to comply with the requirements for appointment of CEO.

The Company also highlighted the reason for delay that :

1. Pursuant to the office of CEO having fallen vacant, company has undertaken efforts to find a suitable candidate for the position of CEO and also engaged a reputed executive search firm to initiate a search for such candidate. After conducting an extensive review of candidate over the last few months, 3 (three) candidates were shortlisted for final interview and consideration.

2. Following a rigorous interview process coupled with psychometric tests, only one of three shortlisted candidates was found suitable for the position of CEO. Accordingly, the candidate was finalized for the position of CEO and nomination and remuneration committee of Max Bupa recommended to the Board the appointment of such person as CEO by way of its circular resolution passed on June 01, 2015, subject to approval

of the IRDAI.

3. However, the finalized candidate withdrew his candidature due to personal reasons shortly before his appointment.

34. RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK THAT MAY THREATEN THE EXISTENCE OF THE COMPANY

Your Company has adopted the risk management architecture approved by the Board which is revised and changed from time to time. The risk management structure is currently undergoing another revision and update.

The Board and other stakeholders of your Company get assurance on risk management processes and its effectiveness from External audit, Internal Audit, Risk Management, Compliance and Fraud& Investigation Unit. Your Company’s risk management strategy comprises of the following elements.

1) Three Lines of Defense Model - your company has adopted the ‘Three Line of Defense’ model. The model defines a clear set of responsibilities for each group of risk and control professionals.

a) First Line: Involved in day to day risk management, in accordance with agreed risk policies, appetite and controls, at the operational level. This role is performed by Executive Leadership Team & Functional Heads.

b) Second Line: Responsible for compliance and risk oversight, guidance and reporting. This role is performed by Risk Management, Compliance, Fraud & Investigation teams.

c) Third Line: Independent assurance to the board and senior management of the effectiveness of risk management processes. This role is performed by Internal and External Auditors.

2) Enterprise Risk Management (ERM) Policy – your company has adopted a robust, consistent and proportionate approach towards the identification, analysis, mitigation and control of the key risks that could threaten the assets, solvency, earning capacity, business objectives or reputation of our organization through a formally documented and approved ERM policy.

However, to enhance the effectiveness of the existing risk management framework and to further develop risk management culture within the organization, your Company is in the process of revising the existing framework to include certain additional elements such as involvement of Risk management in business planning exercise, Risk control and assurance standards and risk management design and effectiveness review. Further, the existing elements related to Risk strategy, risk appetite, risk registers and risk categories are also being revisited and aligned with the current business scenario.

3) Risk Assessment Process – Key risks are identified and mitigation plans are reviewed, improved and implemented on a quarterly basis.

Once the revised framework is implemented, detailed risk registers would be refreshed/maintained for all functions across organization to capture the inherent risks, assessment of each risk, control mapping and remediation plans for the mitigation of identified residual risks.

4) Risk Appetite Statements – As a risk prevention tool, your company has a set of Risk Appetite Statements which state in both quantitative and qualitative terms the company’s maximum risk profile. The statements are reviewed and

A N N U A L R E P O R T 2 0 1 5 - 1 6

approved by the Board on an annual basis.

The risk appetite statements are currently under revision and will be aligned with risk strategy and the 3 year Business Plan approved by the Board.

5) Quarterly Risk Reporting – To ensure comprehensive monitoring mechanism, deliverables of quarterly risk assessment exercise are reviewed by the Risk Committee of the Board. These include :-

a) Key Risks Summary: Top-down view of Leadership team on key risks faced by the business and their mitigation plans

b) Risk Templates: Bottoms up assessment of key risks within each category of risks with residual risk rating done through risk management team and reported to the Risk committee of the Board.

c) Risk Heat Map: Summarized view of risk ratings across all risk categories.

d) Risk appetite status: Evaluation and statement of risk against risk appetite statements as approved by the Board. This is done on a quarterly basis.

The Board of Directors believes that there are no risks that threaten the immediate continuity of the organization. Health Insurance is receiving special focus from the Regulator and Government with the objective of improving the health of the citizens. This will provide significant opportunities to the Company to increase penetration of Health Insurance.

35. ADDITIONAL INFORMATION

The information required under Section 197 of the Companies Act, 2013 together with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time is annexed herewith as an Annexure - 2

The information in accordance with the provision of section 134 (3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for the year ended March 31, 2015 is provided hereunder:

CONSERVATION OF ENERGY: NOT APPLICABLE

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the company for utilizing alternate sources of energy

(iii) the capital investment on energy conservation equipments;

As your Company is not a manufacturing Company, the provisions relating to conservation of energy is not applicable to your Company.

The Company has installed solar panels which are used for office lighting as proactive measure to reduce the carbon footprint.

TECHNOLOGY ABSORPTION

1) The efforts made towards technology absorption:

Technology has been leveraged to improve cost/process efficiency and provide seamless experience to the customer and service processes. The Company has invested in CRM and customer communication management (CCM) solution to provide efficient service to the customers. Bancassurance partners have been on boarded on to the OTC tablet based solution to do instant issuance. Investments are being made in agent mobile apps to enable agents complete a sale and service to their customers by leveraging technology.

2) The benefits derived from technology improvement, cost

reduction, new technological development and import substitution:

Technology has enabled faster issuances, lesser documentation and improved customer experience. The customer relationship management solution (CRMs) has enabled us improving our CSATs by increasing the FTRs (first time right). Customer communication management solution has helped generating the softcopies of the policy pack which are being emailed to the customer resulting in cost reductions. Leveraging the digital platform has helped onboard multiple banca partners on microsites and tab based solutions, integration with NBFCs and third party distributors have helped in improving the top line.

3) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

i) the details of technology imported – Not Applicable

ii) the year of import – Not Applicable

iii) whether the technology been fully absorbed-Not Applicable

4) The expenditure incurred during the year on Research and Development: Nil

36. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

(Rs. in ‘000)

Particulars For the year ended For the year endedMarch 31, 2016 March 31, 2015

i) Foreign Exchange Earnings Nil Nil

ii) Foreign Exchange Outgo

CIF Value of Imports

- Capital Goods Nil Nil

- Trading Goods Nil Nil

Others 28,498 23,281

37. ACKNOWLEDGEMENTS

The Directors wish to place on record their deep appreciation for the hard work, dedicated efforts, teamwork and professionalism shown by the employees and the agent advisors, which have enabled your Company to establish itself amongst the leading Health Insurance companies in India.

Your Directors take this opportunity to express their sincere thanks to valued customers for their continued patronage.

Your Directors also express gratitude to the Insurance Regulatory and Development Authority of India, the Reserve Bank of India, Central and State Governments and the joint venture partners, Max India Limited and Bupa Singapore Holdings Pte. Ltd. for their continued cooperation, support and assistance.

For and on behalf of the Board of Directors

Ashish Mehrotra Rajesh SudChief Executive Officer & Chairman and DirectorManaging Director DIN – 02395182DIN – 07277318

Place: New DelhiDate: August 02, 2016

A N N U A L R E P O R T 2 0 1 5 - 1 6

LIST OF ANNEXURES

S.No. Particulars Relevant Rules Relevant form Annexure No.

1. Disclosures for the Financial Year 2015-16as per Corporate Governance Guidelines

IRDA Corporate Governance Guidelines NA 1

2. Particulars of Employees Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

NA 2

3. Contracts and arrangements with Related Parties

Section 188 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014

Form AOC-2 3

4. Extract of Annual Return

5. Secretarial Audit Reoprt

Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014

Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Form MGT-9

Form MR-3

4

5

A N N U A L R E P O R T 2 0 1 5 - 1 6

ANNEXURE II. Disclosures for the Financial Year 2015-16 as per IRDA Corporate Governance Guidelines

S.No. Name of the Committee

and BoardDate of Holding the Meetings

1. Audit Committee Meeting April 20, June 15, July 16, September 21, October 26, January 18, February 01,2015 2015 2015 2015 2015 2016 2016

2. Investment Committee Meeting April 20, N.A July 16, N.A October 26, N.A February 01,2015 2015 2015 2016

3. Policy holder’s Protection April 20, N.A July 16, N.A October 26, N.A February 01,Committee Meeting 2015 2015 2015 2016

4. Product and Actuarial April 20, N.A July 16, N.A October 26, N.A February 01,Committee Meeting 2015 2015 2015 2016

5. Risk Committee Meeting April 20, N.A July 16, N.A October 26, N.A February 01,2015 2015 2015 2016

6. Nomination and Remuneration April 20, N.A July 16, N.A October 26, N.A February 01,Committee Meeting 2015 2015 2015 2016

7. Board Meeting April 21, June 04, July 17, September 02, October 27, N.A February 02,2015 2015 2015 2015 2015 2016

A N N E X U R E - I

2) Constitution of the Board, number of meetings held and attendance by Directors during the year 2015-2016

S.No. Name of the Director No. of Board Meetings held No. of Board Meetings attended

1. Rajesh Sud 6 5

2. Rahul Khosla 6 5

3. David Martin Fletcher 6 5

4. Mohit Talwar 6 6

5. Anthony Maxwell Coleman* 5 3

6. K Narasimha Murthy 6 6

7. Amit Sharma** 5 3

8. Evelyn Brigid Bourke 6 4

9. Pradeep Pant 6 5

10. Marielle Theron 6 6

11. John Lorimer 6 4

12. Ashish Mehrotra*** 1 1

*Cease to be the member of the Board w.e.f October 27, 2015.

** Cease to be the member of the Board w.e.f January 15, 2016.

*** Appointed as member of the Board w.e.f November 04, 2015.

Leave of absence was granted to the Directors who could not attend various Board meetings.

3) Constitution of the Audit Committee, number of meetings held and attendance by Members during the year 2015-2016

Name of the Member No. of meetings held No. of Meetings attended

K. Narasimha Murthy 7 7

Pradeep Pant 7 7

David Martin Fletcher 7 7

A N N U A L R E P O R T 2 0 1 5 - 1 6

A N N E X U R E - I

4) Constitution of the Investment Committee, number of meetings held and attendance by the Members during the year 2015-2016


Marielle Theron 4 4

Evelyn Brigid Bourke 4 3

Anthony Maxwell Coleman* 3 3

Vishal Garg 4 4

Biresh Giri 4 4

John Howard Lorimer** 1 1

Rahul Ahuja*** 3 3

Ashish Mehrotra**** 1 1

* Ceased to be the member effective October 27, 2015 due to resignation.

** Co-opted as Member effective July 15, 2015 for the Board meeting July 17, 2015.

***Appointed as member effective July 15, 2015.

****Appointed as member effective January 21, 2016.

5) Constitution of the Risk Committee, number of meetings held and attendance by the Members during the year 2015-2016


John Howard Lorimer 4 4

Mohit Talwar 4 4


Marielle Theron 4 4

Amit Sharma** 3 3


Evelyn Brigid Bourke*** 1 1


**Ceased to be the member effective January 15, 2016 due to resignation.

*** Appointed as member effective January 21, 2016.

6) Constitution of the Policyholders’ Protection Committee, number of meetings held and attendance by Members during the year 2015-2016




Marielle Theron 4 4

John Howard Lorimer 4 4

Ashish Mehrotra** 1 1


**Appointed as member effective January 21, 2016.

A N N U A L R E P O R T 2 0 1 5 - 1 6

A N N E X U R E - I

7) Constitution of the Product and Actuarial Committee, number of meetings held and attendance by Members during the year 2015-2016



Marielle Theron 4 4


Evelyn Brigid Bourke 4 3

John Howard Lorimer** 1 1

Ashish Mehrotra*** 1 1

Biresh Giri**** 1 1

*Ceased to be the member effective October 27, 2015 due to resignation.

** Co-opted as Member effective July 15, 2015for the Board meeting July 17, 2015.

***Appointed as member effective January 21, 2016.

****Appointed as member effective January 21, 2016.

8) Constitution of the Nomination and Remuneration Committee number of meetings held and attendance by Members



Pradeep Pant 4 4


Rajesh Sud 4 4

9) Details of Directors and their status of Directorship and qualifications as on March 31, 2016:

S.No Particular Status of Directorship Qualifications and specialization

1.

2.

3.

4.

5.

7.

6.

8.

9.

10

Rajesh SudDIN - 02395182

Rahul KhoslaDIN - 03597562

Mohit TalwarDIN - 02394694

Marielle TheronDIN - 02667356

David Martin FletcherDIN - 07004032

John Lorimer DIN - 07138581

Evelyn Brigid BourkeDIN - 07004041

K Narasimha MurthyDIN - 00023046

Pradeep Pant DIN –00677064

Ashish MehrotraDIN - 07277318

Chairman and Non Executive

Co-Vice Chairpersonand

Non Executive

Non Executive

Non Executive

Co-Vice Chairpersonand

Non Executive

Non Executive

Non Executive

Independent

Independent

Managing Director and Chief Executive Director

MBA from FMS, Delhi University, Advanced Management Program from Wharton Business School, University of Pennsylvania, Philadelphia, USA

Bachelor degree with honors in Economics from St. Stephen, New Delhi and Chartered Accountant

Post Graduation in Arts from St. Stephen’s College and Post Graduation in Hospitality Management from the Oberoi School.

BSC in Statistics and Actuary ScienceFellow of society of Actuary

BA honors Modern History, Durhan University, UK

Bachelor of Commerce

Masters in Business Administration

B.SC, FCA, FCMA

Master in Management Studies

Graduate in Business Management and MBA

A N N U A L R E P O R T 2 0 1 5 - 1 6

A N N E X U R E - I

10) Your Company did not pay any remuneration to the Directors other than sitting fees to Independent Directors.

11) Disclosure in respect of Remuneration or Commission, if any, received by Managing or Whole-Time Director of your Company from the Holding company or Subsidiary company, who is also in receipt of commission from the Company.

No remuneration or Commission were received by Managing Director or Whole Time Director of the Company from the Holding Company or Subsidiary Company during the year.

12) Sitting Fees

Your Company has paid sitting fees to its Non-Executive - Independent Directors namely Mr. K. Narasimha Murthy and Mr. Pradeep Pant for attending the Committee & Board meeting during Financial Year 2015 - 2016. As per the requirements of the Companies Act 2013, payment of sitting fees to independent directors was approved in January 23, 2015 meeting.

S.No.

Details of which is hereunder:

Name of Independent Director Total Meetings attended Board Meeting /Committee Meeting

Total amount paid in INR

1. Mr. K Narasimha Murthy 6 Board Meeting 6,00,000/-

2. Mr. K Narasimha Murthy 7 Audit Committee 7,00,000/-

3. Mr. K Narasimha Murthy 3 Risk Committee 3,00,000/-

4. Mr. K Narasimha Murthy 4 Nomination and Remuneration Committee 4,00,000/-

5. Mr. Pradeep Pant 5 Board Meeting 5,00,000/-

6. Mr. Pradeep Pant 7 Audit Committee 7,00,000/-

7. Mr. Pradeep Pant 4 Nomination and Remuneration Committee 4,00,000/-


Ashish MehrotraChief Executive Officer& Managing DirectorAddress:- 401, Ann AbodeApartments, St Martin Road,Bandra West, Mumbai, 400050,Maharashtra, India.DIN – 07277318

Rajesh SudChairman and DirectorAddress - E-801, CentralPark-1, Sector-42, SectorRoad, Gurgaon – 122002DIN – 02395182


A N N U A L R E P O R T 2 0 1 5 - 1 6

A N N E X U R E - I

Certification from the Compliance Officer

I, Rajat Sharma, hereby certify that the Company has complied with the requirements of Corporate Governance Guidelines for Insurance Companies as amended from time to time and nothing has been concealed or suppressed.

Rajat SharmaCompany Secretary

Membership No – F7069


A N N U A L R E P O R T 2 0 1 5 - 1 6

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A N N U A L R E P O R T 2 0 1 5 - 1 6

A N N E X U R E - I I I

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

I. Details of contracts or arrangements or transactions not at arm’s length basis - NONE

a) Name(s) of the related party and nature of relationship

b) Nature of contracts/arrangements/transactions

c) Duration of the contracts / arrangements/transactions

d) Salient terms of the contracts or arrangements or transactions including the value, if any

e) Justification for entering into such contracts or arrangements or transactions

f) date(s) of approval by the Board

g) Amount paid as advances, if any:

h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

II. Details of material contracts or arrangement or transactions at arm’s length basis

(1) Purchase of Future Service Liability Policy from Max Life

a) Name(s) of the related party and nature of relationship:-

• Max Life Insurance Co. Ltd

• Fellow subsidiary

b) Nature of contracts/arrangements/transactions :-

• Future Service Liability (FSL) Cover.

• Service contract.

c) Duration of the contracts / arrangements/transactions:-

• Duration 1 year from the date of signing

d) Salient terms of the contracts or arrangements or transactions including the value, if any:

• The policy is group term policy associated with Gratuity scheme, where in case of unfortunate death of any member (excluding suicide), the gratuity for the service rendered is paid by Max Bupa and gratuity from the date of death to the normal retirement age is paid by us.

• Sum Insured is Future Service Gratuity Liability with no limit on the amount of Gratuity, subject to minimum Sum Insured of Rs.5,000/-

• Cost of policy Rs 243,129/-

e) Date(s) of approval by the Audit Committee, if any: April 20, 2015

f) Amount paid as advances, if any: NIL

(2) Charges for Provident Fund Related Services from New Delhi House Services Ltd


• New Delhi House Services Limited (NDHSL).

• Public Company wholly owned by Max India Promoters

b) Nature and Duration of contracts/ arrangements/ transactions :-

• Effective 1st April 2014, NDHSL has been providing services related to PF trust maintenance and compliances.

• The cost of the employees providing the services will be shared based on the number of active Max Bupa employees enrolled in PF trust.

c) Salient terms of the contracts or arrangements or transactions including the value, if any:

• The cost of the employees providing the services will be shared based on the number of active Max Bupa employees enrolled in PF trust.

• Sharing is done on a cost basis without any mark up supported by list of employees and details of activities performed

• Estimated expenses for Max Bupa FY 14-15 – Rs. 265,000 (Aug 14 to Mar 15)

• This amount will vary every year based on the change in number of active employees in Max Bupa.

d) Date(s) of approval by the Audit Committee, if any: April 20, 2015

e) Amount paid as advances, if any: NIL

(3) Sharing of cost of employees and application (Procurement function and Facilities function)


• Max Life Insurance Co. Ltd


b) Nature and Duration of contracts/arrangements/ transactions :-

• Effective 1st July 2015, MLIC has been providing functional support through its Procurement department by sharing learnings, best practices and e-sourcing tool (Ariba).

• Effective 1st July 2015, MLIC has been providing functional support through its Facilities department by sharing learnings and best practices

• The cost of the employees providing the services and the cost of the application/ software (Ariba) will be shared based on the actual services provided supported by function-wise list and details of activities performed by each of such functions for Max Bupa Health Insurance Company Limited (MBHI)


• Mr. Amit Mangla, Mr. Karan Bhatia, and Mr. Pankaj Soni are Max Life Insurance Company Limited employees with primary responsibility of providing on ground support to the MBHI team in managing Procurement and Facilities operations at MBHI.

• Ariba is an e-sourcing tool procured by MLIC. The terms of usage of Ariba enables sharing it among group companies. The tool will be used by the above employees in procurement function of MBHI.

• Recovery is made on a cost basis without any mark up and the percentage allocation has been decided based

A N N U A L R E P O R T 2 0 1 5 - 1 6


on scope of work

• Estimated expenses to be paid for FY 15-16:

(5) Amendment to Software Licensing Agreement For Caesar (Maximus) Administration System with Bupa (Asia) Limited


• Bupa (Asia) Limited



• Amendment to Software Licensing Agreement to revise the schedule of payment.

• The Original Agreement provides Max Bupa license to use the Software Caesar Administration System “Version 4.0” in India solely for Max Bupa‘s internal business purposes for total consideration of GBP 1,685,000 payable in installments over a period of 9 years as per schedule attached herewith, last installment being payable in May, 2018 by Max Bupa

• The Amendment Agreement proposes to extend the schedule of payment by three years with no change in the amount to be paid. The original and proposed revised scheduled is attached herewith.


• The amendment agreement suspends the payment of installment without any interest or penalty for 3 years from May, 2016 to May, 2018 allowing Max Bupa to pay the balance amount in three yearly installments starting from May, 2019 and ending on May, 2021.

• Total value of the original contract is GBP 1,685,000 out of which Max Bupa has already paid GBP 850,000 as at May, 2015 balance GBP 835,000 is agreed to be paid in three yearly installments starting from May, 2019 to May, 2021.

d) Date(s) of approval by the Audit Committee, if any: September 21, 2015

e) Amount paid as advances, if any: Nil

(6) Transfer of Assets consequent to transfer of employment of Mr. Rahul Ahuja from Max India Ltd. To Max Bupa Health Insurance Company Ltd


• Max India Limited

• Holding Company


• Mr. Rahul Ahuja was employed with Max India till May 31, 2015. Since June 1, 2015 he has joined Max Bupa as Chief Financial Officer (KMP) of the Company

• Transfer of Assets (laptop and mobile) consequent to transfer of employee (actual/probable) to MBHI


• Transfer of assets during FY 2015-16

o Book value of laptop transferred – Rs. 3100

o Book value of Mobile transferred – Rs. 18,155

d) Date(s) of approval by the Audit Committee: September 21, 2016


Procurement function

Karan Bhatia 80% 17.4 13.9

Amit Mangla 10% 60.3 6.0

Ariba 15% 24.2 3.6

Total Annualized Cost 23.53

Facilities function

Pankaj Soni 90% 10.7 9.6

Amit Mangla 10% 60.3 6.0

Total Annualized Cost 15.6

Resource Est. time utilizationat Max Bupa

Annual Cost(In Rs. Lacs)

Annual ProposedCharge Back Cost

(In Rs. Lacs)

• This amount will vary every year based on the change in compensation of the employee on account of annual increments.

• MLIC HR or Internal Audit team to confirm the actual cost (salary) of the employees once a year or in event of any change in the mentioned salary.

• Time sheet to be maintained by all the employees to support the time allocation and to be agreed by both the parties.

d) Date(s) of approval by the Audit Committee, if any: July 16, 2015

e) Amount paid as advances, if any: NIL

(4) Provider agreement with Max Healthcare Limited


• Max Healthcare Limited

• Fellow Subsidiary Company



• It provides cashless service to customers of Max Bupa who are covered under the services as per policy T & C.

• Contract bears a termination clause which states „either party can terminate the agreement by giving three months written notice to other party. Tariff chart of the hospital offered to Max Bupa members is renewed every year.


• The contract is a standard contract signed with any other network provider and clauses of the contract covers all aspects of cashless services addressed in Patient journey in hospital.

• Total claim spend in Max Healthcare Limited through cashless business in FY 14-15 is ~INR 3.9 Cr and through reimbursement route is ~INR 83 lacs.

d) Date(s) of approval by the Audit Committee, if any: July 16, 2015

e) Amount paid as advances, if any:

• Max Bupa is holding a float of INR 1.00 Cr with Max Healthcare group which is in line with standard industry practice. This float is reconciled on regular frequency and replenished accordingly.

A N N U A L R E P O R T 2 0 1 5 - 1 6


arrangement except for the third party services charges, which have been benchmarked with similar services provided by other vendors.

(e) Date(s) of approval by the Audit Committee: October 26, 2015

(f) Amount paid as advances, if any: Nil

(9) Arrangement for providing analytics services by Max Life


• Max Life Insurance Company Limited

• Fellow subsidiary Company



• Provision of Analytics services to Max Bupa.

• Contract bears a termination clause which states either party can terminate the agreement by giving three months written notice to other party


• The payment envisaged under the transaction is Rs. 30 Lakh towards the complete assignment

d) Date(s) of approval by the Audit Committee: October 26, 2015


(10) Group term life agreement with Max Life Insurance Company Limited

(a) Name(s) of the related party and nature of relationship:-

• Max Life Insurance Company Limited

• Fellow subsidiary Company

(b) Nature and Duration of contracts/arrangements/ transactions :-

• Renewal of Group Term Life insurance for Max Bupa employees.

• The current policy from Max Life Insurance is expiring on 31st Oct 2015 and the new policy would be effective 1st Nov 2015.

(c) Salient terms of the contracts or arrangements or transactions including the value, if any:

• This is a renewal contract and the premium is Rs 13,73,480

(d) Date(s) of approval by the Audit Committee: October 26, 2015

(e) Amount paid as advances, if any: Nil

(7) Sales and Service Training with Max Skill First Ltd


• Max Skill First Limited

• Fellow Subsidiary Company

• Max India Limited holds approx 99 % of Max Skill First Ltd. Max India Ltd also holds 74% in Max Bupa Health Insurance Company Ltd.

b) Nature of contracts/arrangements/transactions :-

• Service contract

• Max Skill First Ltd. to provide Sales & Service training to Employees and Agents of Max Bupa Ltd.

c) Duration of the contracts / arrangements/transactions:-

• Contract is for 3 years with a termination clause which states either party can terminate the agreement by giving three months written notice to other party

d) Salient terms of the contracts or arrangements or transactions including the value, if any:

• The total contract value for the year is estimated to be approx Rs. 2 Crores

e) Date(s) of approval by the Audit Committee: September 21,2016

f) Amount paid as advances, if any: Nil

(8) Travel desk sharing agreement with Max India Ltd


• Max India Limited

• Holding Company



• It provides travel desk services including ticketing, hotel arrangement and conferences, VISA services, insurance, forex exchange, international calling cards to the employees and associates of Max Bupa who are travelling for the official purposes within and outside country. This does-not include transport arrangement

• Contract bears a termination clause which states either party can terminate the agreement by giving three months written notice to other party.


• The contract is a standard contract signed with any other service provider. Max Bupa is not paying any advance for this contract and all the travel desk bills will be paid directly to the third party as of now ―Kuoni travels India or any other party from time to time.

• The cost allocation so fixed for the RPT is Rs. 4,50,000/- (Rupees four lacs fifty thousand only) on annualized basis. This cost contains actual compensation and operating expenses of the Travel function in Max India. It contains no mark up.

• The cost charged to MBHI is the proportionate share of time spent on MBHI by the centralized travel desk team in Max India. The same will be supported by time sheets on a quarterly basis.

• No additional rates have been charged for this Place: New DelhiDate: August 02, 2016


Ashish MehrotraChief Executive Officer& Managing DirectorAddress:- 401, Ann AbodeApartments, St Martin Road,Bandra West, Mumbai, 400050,Maharashtra, India.DIN – 07277318

Rajesh SudChairman and DirectorAddress - E-801, CentralPark-1, Sector-42, SectorRoad, Gurgaon – 122002DIN – 02395182

A N N U A L R E P O R T 2 0 1 5 - 1 6

A N N E X U R E - I V

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2016

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.


i CIN U66000DL2008PLC182918

ii Registration Date September 5, 2008

iii Name of the Company Max Bupa Health Insurance Company Limited

iv Category/Sub-category of the Company Public Unlisted Company

v Address of the Registered office & contact details Max House 1 Dr. Jha Marg, Okhla, New Delhi-110020

vi Whether listed company NO

vii Name, Address & contact details of the Registrar & Transfer Agent, if any. MAS Services Limited

(Registrars & Share Transfer Agents)

T-34, 2nd Floor, Okhla Industrial Area,

Phase - II, New Delhi - 110 020

Ph:- 26387281/82/83


All the business activities contributing 10% or more of the total turnover of the company shall be stated

SL No Name & Description of main products/services NIC Code of the % to total turnover of the company

Product /service

1 Stand Alone Health Insurance Company 6512 (NIC 2008) 100%

III PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES

Sl No Name & Address of the Company CIN/GLN Holding/subsidiary/ % of applicable

associate Shares Held Section

1 Max India Limited

Address - Bhai Mohan Singh Nagar,

Rail Majra, Tehsil Balachaur, District

Nawanshahr, Punjab - 144533

L24223PB1988PLC008031 Holding Company 74 2(46)

Category of Shareholders

No. of Shares held at the beginning of

the year (As on 31-March-2015)

No. of Shares held at the end of

the year (As on 31-March-2016) % change during


SharesA Promoters

1 Indian

a) Individual/HUF Nil 30 30 0.00001 Nil 30 30 0.00001 Nil

b) Central Govt Nil Nil Nil Nil Nil Nil Nil Nil Nil

c) State Govt (s) Nil Nil Nil Nil Nil Nil Nil Nil Nil

d) Bodies Corp. Nil 584,969,970 584,969,970 73.99999 408029970 256,490,000 664,519,970 73.99999 Nil

e) Banks / FI Nil Nil Nil Nil Nil Nil Nil Nil Nil

f) Any Other…. Nil Nil Nil Nil Nil Nil Nil Nil Nil

Sub-total (A) (1) Nil 584,970,000 584,970,000 74 408029970 256,490,030 664,520,000 74 Nil

2 Foreign _

a) NRIs Nil Nil Nil Nil Nil Nil Nil Nil Nil

b) Individuals Nil 30 30 0.00001 Nil 30 30 0.00001 Nil

c) Other – Individuals Nil Nil Nil Nil Nil Nil Nil Nil Nil

d) Bodies Corp. Nil 205,529,970 205,529,970 25.99999 206540000 26,939,970 233,479,970 25.99999 Nil


f) Any Other…. Nil Nil Nil Nil Nil Nil Nil Nil Nil

Sub-total (A) (2) Nil 205,530,000 205,530,000 26 206540000 26,940,000 233,480,000 26 Nil

Total shareholding of Promoter (A) = (A)(1)+(A)(2) Nil 790,500,000 790,500,000 100 614569970 283,430,030 898,000,000 100 Nil

B Public Shareholding

1 Institutions

a) Mutual Funds Nil Nil Nil Nil Nil Nil Nil Nil Nil

b) Banks / FI Nil Nil Nil Nil Nil Nil Nil Nil Nil

Category-wise Share Holding

IV SHARE HOLDING PATTERN (Equity Share Capital Break up as percentage to Total Equity)


Shares

A N N U A L R E P O R T 2 0 1 5 - 1 6







Shares

c) Central Govt Nil Nil Nil Nil Nil Nil Nil Nil Nil

d) State Govt(s) Nil Nil Nil Nil Nil Nil Nil Nil Nil

e) Venture Capital Funds Nil Nil Nil Nil Nil Nil Nil Nil Nil

f) Insurance Companies Nil Nil Nil Nil Nil Nil Nil Nil Nil

g) FIIs Nil Nil Nil Nil Nil Nil Nil Nil Nil

h) Foreign Venture Capital Funds Nil Nil Nil Nil Nil Nil Nil Nil Nil

i) Others (specify) Nil Nil Nil Nil Nil Nil Nil Nil Nil

Sub-total (B)(1) Nil Nil Nil Nil Nil Nil Nil Nil Nil

2 Non-Institutions _ _ _ _ _ _ _

a) Bodies Corp.

I) Indian

ii) Overseas Nil Nil Nil Nil Nil Nil Nil Nil Nil

b) Individuals

I) Individual shareholders holding nominal share

capital upto Rs. 1 lakh

ii) Individual shareholders holding nominal share

capital in excess of Rs 1 Lakh Nil Nil Nil Nil Nil Nil Nil Nil Nil

c) c. Others (specify) Nil Nil Nil Nil Nil Nil Nil Nil Nil

Sub-total (B)(2) Nil Nil Nil Nil Nil Nil Nil Nil Nil

Total Public Shareholding (B) = (B)(1)+ (B)(2) Nil Nil Nil Nil Nil Nil Nil Nil Nil

C Shares held by Custodian for GDRs & ADRs Nil Nil Nil Nil Nil Nil Nil Nil Nil

Grand Total (A+B+C) Nil 790500000 790500000 100 Nil 898000000 898000000 100 Nil


Shares

Sl

No.

Shareholding at the


% change in

share holding



company


total shares

No ofshares


company


total shares

1 M/s Max India Limited 584,969,970 74.00% Nil 664,519,970 74.00% Nil Nil

2 Mr. C V Raghu* 10 0.00001% Nil Nil Nil Nil Nil

3 Mr.Analjit Singh* 10 Nil Nil Nil Nil Nil

4 Mr. Mohit Talwar* 10 Nil 10 0.00001% Nil Nil

5 Mr. Sujatha Ratnam Nil Nil Nil 10 Nil Nil

6 Mr. Jatin Khanna Nil Nil Nil 10 Nil Nil

7 M/s Bupa Singapore Holdings 205,529,970 26.00% Nil 233,479,970 26.00% Nil Nil

Pte. Ltd.

8 Ms. Elizabeth Alison Platt** 10 0.00001% Nil Nil Nil Nil Nil

9 Dr. Damien Vincent Marmion** 10 Nil Nil Nil Nil Nil

10 Mr. James Gordon Wheaton** 10 Nil Nil Nil Nil Nil

11 Mr. David Martin Fletcher ** Nil Nil Nil 10 0.00001% Nil Nil

12 Mr. John Howard Lorimer ** Nil Nil Nil 10 Nil Nil

13 Ms. Evelyn Brigid Bourke ** Nil Nil Nil 10 Nil Nil

Total 790500000 1 NIL 898000000 1 NIL NIL

"* holding the shares as nominees of M/s Max India Limited in terms of Section 89 of the Companies Act, 2013

** holding the shares as nominees of M/s Bupa Singapore Holdings Pte. Ltd in terms of Section 89 of the Companies Act, 2013"


end of the year


ii. Shareholding of Promoters

}

}

A N N U A L R E P O R T 2 0 1 5 - 1 6


Particulars

1 At the beginning of the year

i Max India Limited 584,970,000 73.99999 584,970,000 73.99999

ii Bupa Singapore Holdings Pte Ltd 205,530,000 25.99999 205,530,000 25.99999

2 Date wise Increase / Decrease in Promoters Share

holding during the year specifying the reasons for

increase / decrease (e.g. allotment / transfer /

bonus/ sweat equity etc):

a) Allotment on May 16, 2015



b) Allotment on August 20, 2015



c) Allotment on November 27, 2015



d) Allotment on January 30, 2015



3 At the End of the year 898,000,000 100* 898,000,000 100*

* Nominee shareholders are holding 10 equity shares of Rs. 10/- each as nominee shareholders of Max India Limited and Bupa Singapore

Holdings Pte Ltd


of the Year




during the year

iii. Change in Promoters’ Shareholding ( please specify, if there is no change) PROPORTION OF SHAREHOLDING PATTERN WAS NOT

CHANGED DURING THE YEAR FY 2014-15. THE COMPANY HAS ISSUED SHARES, ON RIGHT BASIS, TO THE EXISTING

SHAREHOLDERS WHICH DOES NOT MADE ANY CHANGES IN PERCENTAGE OF SHAREHOLDING

Sl.

No.

Particulars

1 At the beginning of the year Nil Nil Nil Nil

2 Date wise Increase / Decrease in Promoters Nil Nil Nil Nil

Share holding during the year specifying the

reasons for increase / decrease (e.g. allotment /

transfer / bonus/ sweat equity etc):

3 At the End of the year ( or on the date of separation, Nil Nil Nil Nil

if separated during the year)


of the Year




during the year

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs) - ENTIRE

SHAREHOLDING IS HELD BY MAX INDIA LIMITED AND BUPA SINGAPORE HOLDINGS PTE LTD AS JOINT VENTURE PARTNERS AND

PROMOTER OF THE COMPANY

Sl.

No.

A N N U A L R E P O R T 2 0 1 5 - 1 6


For Each of the Top 10 Shareholders

1 At the beginning of the year _ _

a) Mr. Analjit Singh 10 0.00001 Nil Nil

b) Mr. Mohit Talwar 10 Nil Nil

c) Mr. C V Raghu 10 Nil Nil

d) Ms. Elizabeth Alison Platt 10 0.00001 Nil Nil

e) Dr. Damien Vincent Marmion 10 Nil Nil

f) Mr. James Gordon Wheaton 10 Nil Nil

2 Date wise Increase / Decrease in Promoters Share NO ALLOTMENT DURING THE YEAR TO THE NOMINEE

holding during the year specifying the reasons for SHAREHOLDERS. HENCE, NO CHANGE

increase / decrease (e.g. allotment / transfer / bonus/

sweat equity etc):

3 At the End of the year _ _

a) Mr. Sujatha Ratnam 10 0.00001 Nil Nil

b) Mr. Jatin Khanna 10 Nil Nil

c) Mr. Mohit Talwar 10 Nil Nil

d) Mr. David Martin Fletcher 10 0.00001 Nil Nil

e) Mr. John Howard Lorimer 10 Nil Nil

f) Ms. Evelyn Brigid Bourke 10 Nil Nil


of the Year




during the year

(v) Shareholding of Directors and Key Managerial Personnel in the Company - DIRECTORS OF THE COMPANY ARE HOLDING 10

EQUITY SHARES OF THE COMPANY AS A NOMINEE SHAREHOLDER OF JOINT VENTURE PARTNERS I.E. MAX INDIA LIMITED AND

BUPA SINGAPORE HOLDINGS PTE LTD. FURTHER NO SHARE ARE HELD BY KMP DURING THE FY 2015-16

Sl.

No.

(vi) INDEBTEDNESS (Indebtedness of the Company including interest outstanding/accrued but not due for payments

Total

Indebtedness

Deposits

Indebtedness at the beginning of the financial year Nil Nil Nil Nil

i Principal Amount Nil Nil Nil Nil

ii Interest due but not paid 2 Nil Nil Nil Nil

iii Interest accrued but not Nil Nil Nil Nil

Total (i+ii+iii) Nil Nil Nil Nil

Change in Indebtedness during the financial year Nil Nil Nil Nil

i Addition Nil Nil Nil Nil

ii Reduction Nil Nil Nil Nil

Net Change Nil Nil Nil Nil

Indebtedness at the end of the financial year Nil Nil Nil Nil

i Principal Amount Nil Nil Nil Nil

ii Interest due but not paid Nil Nil Nil Nil

iii Interest accrued but not Nil Nil Nil Nil

Total (i+ii+iii) Nil Nil Nil Nil

Unsecured

Loans

Secured Loans

excluding deposits

}

}

}

}

A N N U A L R E P O R T 2 0 1 5 - 1 6


Total Amount (in Rs.)

(In `)

1 Gross salary

a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 16,378,951

b) Value of perquisites u/s 17(2) Income-tax Act, 1961 816,095

c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 Nil

2 Stock Option Nil

3 Sweat Equity Nil

4 Commission a as % of profitb. others, specify Nil

5 Others, please specify Nil

Total (A) 17,195,046

Ceiling as per the Companies Act, 2013 - THERE IS NO LIMIT UNDER COMPANIES ACT, 2013 FOR MANAGERIAL REMUNERATION. BEING AN INSURANCE COMPANY, PAYMENT TO WHOLE TIME DIRECTOR AND CHIEF EXECUTIVE OFFICER IS GOVERNED BY INSURANCE ACT, 1938

Particulars of Remuneration to Mr. Ashish Mehrotra

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A Remuneration to Managing Director, Whole-time Directors and/or Manager:


Total

Amount

Fee for attending Board / Committee meetings 2,000,000 1,600,000 3,600,000

Commission Nil Nil Nil

Others, please specify - Travelling Expenses Nil 604,733 Nil

Total (1) 2,000,000 2,204,733 3,600,000

Other Non-Executive Directors Nil Nil Nil

Fee for attending Board / Committee meetings Nil Nil Nil

Commission Nil Nil Nil

Others, please specify Nil Nil Nil

Total (1) 2,000,000 1,600,000 3,600,000

Total (B)=(1+2) 2,000,000 1,600,000 3,600,000

Total Managerial Remuneration under Companies Act 2013 2,000,000 1,600,000 3,600,000

Overall Ceiling as per the Companies Act 2013 (for sitting fee) 100,000 100,000 100,000

Mr. Pradeep Pant

SI.

No.

Mr. K. Narasimha Murthy

Particulars of Remuneration Name of Directors

Independent Directors

A N N U A L R E P O R T 2 0 1 5 - 1 6

Gross Salary

a) Salary as per provisions contained 16,378,951 7,564,539 11,140,619 3,055,748in section 17(1) of the Income-taxAct, 1961

b) Value of perquisites u/s 17(2) Income-tax 816,095 147,875 191,262 16,509Act, 1961

c) Profits in lieu of salary under section 17(3) Nil Nil Nil NilIncome-tax Act, 1961

2 Stock Option Nil Nil Nil Nil

3 Sweat Equity Nil Nil Nil Nil

4 Commission Nil Nil Nil Nil· as % of profitothers, specify…

5 Others, please specify PF employer part+ Gratuity + Group Medical insurance +Term Insurance + Personal Accident Insurance 493,697 352,682 835,548 42,889

Total 17,688,743 8,065,096 12,167,429 3,115,146

Sl.

No.

C. Remuneration to Key Managerial Personnel Other Than MD/ Manager/ WTD:

Particulars of

Remuneration


Mr. R Mahesh Kumar

(Company Secretary)

Mr. Vishal Garg

(Chief Financial Officer)

till May 31, 2015

Mr. Ashish Mehrotra

(CEO/WTD)

w.e.f November 04, 2015

IX. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Appeal made if

any (give details)

Authority (RD/

NCLT/Court)

A. COMPANY

Penalty N.A N.A N.A N.A N.A

Punishment N.A N.A N.A N.A N.A

Compounding N.A N.A N.A N.A N.A

B. DIRECTORS










Brief DescriptionType

Section of the

Companies Act


Mr. Rahul Ahuja

(Chief Financial Officer)

w.e.f June 01, 2015

A N N U A L R E P O R T 2 0 1 5 - 1 6

A N N E X U R E - V

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2016

The MembersMax Bupa Health Insurance Company LtdB 1/ 1-2, Mohan Co-Operative Industrial Area,Mathura Road, New Delhi 110044

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Max Bupa Health Insurance Company Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on March 31, 2016 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained the Company for the financial year ended on March 31, 2016, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; Not Applicable

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; Not Applicable

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):- Not Applicable

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

(vi) The other laws, as informed and certified by the management of the Company which are specifically applicable to the Company based on their sector/ industry are:

1. Insurance Regulatory and Development Authority Act, 1999,

2. Insurance Act, 1938 and various Rules, Regulations & Guidelines issued thereunder, including circulars issued from time to time

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India and effective from 01.07.2015.

(ii) The Listing Agreements entered into by the Company with Stock Exchange(s), if applicable; Not applicable

During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above subject to the following observation:

Mr. Manasije Mishra, Chief Executive Officer & Whole Time Director of the Company has resigned on January 09, 2015. Mr. Ashish Mehrotra was appointed as Chief Executive Officer & Managing Director of the Company on November 04, 2015.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes, if any, in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at-least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period the company has following specific events / actions that having a major bearing on the company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

1. Allotment of 1.6 crore equity shares of RS. 10 each on rights basis in the Board Meeting held on 16.05.2015




Rupesh AgarwalPartner

For Chandrasekaran AssociatesCompany SecretariesMembership No. A16302Certificate of Practice No. 5673

Date: 16.07.2016Place: New Delhi

Note: This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

A N N U A L R E P O R T 2 0 1 5 - 1 6

A N N E X U R E - V

Annexure - A

The MembersMax Bupa Health Insurance Company LtdB 1/ 1-2, Mohan Co-Operative Industrial Area,Mathura Road, New Delhi 110044

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on the random test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and

regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on random test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Rupesh AgarwalPartner

For Chandrasekaran AssociatesCompany SecretariesMembership No. A16302Certificate of Practice No. 5673

Date: 16.07.2016Place: New Delhi

A N N U A L R E P O R T 2 0 1 5 - 1 6

M a n a g em en t N o t e o n

S eg m en ta l R ep o rt i n g

Background

Max Bupa Health Insurance Company is a Standalone Health Insurance Company primarily engaged in providing health insurance services. The company has been registered with the IRDA and is classified as a standalone health insurance company.

Disclosure requirements for segmental reporting

As per AS -17 issued by ICAI a business segment is

A distinguishable component of an enterprise that is engaged in providing an individual product or service or a group of related products or services and that is subject to risks and returns that are different from those of other business segments.

Factors that should be considered in determining whether products or services are related include:

• the nature of the products or services;

• the nature of the production processes;

• the type or class of customers for the products or services;

• the methods used to distribute the products or provide the services; and

• if applicable, the nature of the regulatory environment, for example, banking, insurance, or public utilities

Also a business segment or geographical segment should be identified as a reportable segment if:

• its revenue from sales to external customers and from transactions with other segments is 10 per cent or more of the total revenue, external and internal, of all segments; or

• its segment result, whether profit or loss, is 10 per cent or more of –

o the combined result of all segments in profit, or

o the combined result of all segments in loss, Segment Reporting 301 whichever is greater in absolute amount; or

o its segment assets are 10 per cent or more of the total assets of all segments.

Given the above the above criterion there is no identifiable segment for Max Bupa Health Insurance since

1. The product offerings of MBHI are indemnity health products and fixed benefit products which largely have similar risk and return profiles

2. The revenue and profit / (loss) from Fixed Benefit products is less than 10% of the overall revenue and profit /(loss)

Vikas Jain Rahul Ahuja(Finance Controller) (Chief Financial Officer)

A N N U A L R E P O R T 2 0 1 5 - 1 6

ToThe Members ofMax Bupa Health Insurance Company Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Max Bupa Health Insurance Company Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2016, the related Revenue Account, the Profit and Loss Account and the Receipts and Payments Account for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the Balance Sheet, the related Revenue Account, the Profit and Loss Account and the Receipts and Payments Account of the Company in accordance with accounting principles generally accepted in India, including the provisions of The Insurance Act, 1938 (the “Insurance Act”)(amended by the Insurance Laws (Amendment) Act, 2015), the Insurance Regulatory and Development Authority Act, 1999 (the “IRDA Act”), the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor’s Report of Insurance Companies) Regulations, 2002 (the “IRDA Financial Statements Regulations”), orders/directions issued by the Insurance Regulatory and Development Authority (the “IRDAI”/ “Authority”) in this regard, and the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and Rules made there under.

We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and

the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required in accordance with the Insurance Act, the IRDA Act, the IRDA Financial Statements Regulations and the Act to the extent applicable and in the manner so required, and give a true and fair view in conformity with the accounting principles generally accepted in India, as applicable to Insurance Companies:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2016;

(b) in the case of Revenue Account, of the net surplus for the year ended on that date;

(c) in the case of Profit and Loss Account, of the profit for the year ended on that date; and

(d) in the case of the Receipts and Payments Account, of the receipts and payments for the year ended on that date.

Other Matter

The actuarial valuation of liabilities in respect of claims Incurred but Not Reported (‘IBNR) including claims Incurred but Not Enough Reported (‘IBNER)at March 31, 2016 is the responsibility of the Company’s Appointed Actuary (“Appointed Actuary”) and has been duly certified by the Appointed Actuary. The Appointed Actuary has also certified that in his opinion, the assumptions for such valuation are in accordance with the guidelines and norms, if any, issued by Insurance Regulatory Development Authority of India (“IRDAI”) and the Actuarial Society of India in concurrence with the IRDAI. We have relied upon the Appointed Actuary’s certificate in this regard for the purpose of this report.


1. As required by the IRDAI Financial Statements Regulations, we have issued a separate certificate dated May 6, 2016certifying the matters specified in paragraphs3 and 4 of Schedule C to the IRDA Financial Statements Regulations.

2. As required by the IRDAI Financial Statements Regulations, read with section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion and to the best of our information and according to the explanations given to us, proper books of account as required by law have been kept by the Company, so far as appears from our examination of those books;

(c) The Balance Sheet, the Revenue Account, the Profit and Loss Account and the Receipts and Payments Account dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7of the Companies (Accounts) Rules, 2014and with the accounting principles as prescribed in the IRDAI Financial Statements Regulations and orders/directions issued by IRDAI in this regard;

A N N U A L R E P O R T 2 0 1 5 - 1 6

(e) In our opinion and to the best of our information and according to the explanations given to us, investments have been valued in accordance with the provisions of the Insurance Act, the Regulations and/or orders/directions issued by IRDAI in this regard;

(f) On the basis of written representations received from the Directors of the Company, as on March 31, 2016 and taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2016from being appointed as a Director in terms of Section 164 (2) of the Act.

(g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to “Annexure A” to this report;

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial

statements – Refer schedule 16 note C - 34to the financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivatives contracts;

iii. There have been no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For S.R. BATLIBOI & ASSOCIATES LLP ICAI Firm registrationICAI Firm registration number: 002391Cnumber: 101049W/E300004 Chartered AccountantsChartered Accountants

per Amit Kabra per Vikas GuptaPartner Partner Membership No.: 094533 Membership No.: 076879

Place: Gurgaon Place: New DelhiDate: May 06, 2016 Date: May 06, 2016

For NANGIA & CO.

A N N U A L R E P O R T 2 0 1 5 - 1 6

TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF MAX BUPA HEALTH INSURANCE COMPANY LIMITED

Report on the Internal Financial Controls under Clause(I) of Sub-section3 of Section143 of the CompaniesAct,2013(“the Act”)

To the Members ofMax Bupa Health Insurance Company Limited

We have audited the internal financial controls over financial reporting of Max Bupa Health Insurance Company Limited (“the Company”) as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.


The Company’s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.



Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.



A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.



Opinion


Other Matter

The actuarial valuation of liabilities in respect of claims Incurred but Not Reported (‘IBNR) including claims Incurred but Not Enough Reported (‘IBNER) is required to be certified by the Appointed Actuary as per the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor’s Report of Insurance Companies) Regulations, 2002 (the “IRDA Financial Statements Regulations”), and has been relied upon by us, as mentioned in “Other Matter” para of our audit report on the financial statements of the Company as at and for the year ended March 31, 2016. Accordingly the internal financial controls over financial reporting in respect of the valuation and accuracy of the aforesaid actuarial valuation is also certified by the Appointed Actuary and has been relied upon by us. Our opinion is not qualified in respect of above matter.

For S.R. BATLIBOI For NANGIA & CO.& ASSOCIATES LLP ICAI Firm registrationICAI Firm registration number: 002391Cnumber: 101049W/E300004 Chartered AccountantsChartered Accountants


Place:Gurgaon Place: New DelhiDate: May 06, 2016 Date: May 06, 2016

A N N E X U R E T O T H E

I N D E P E N D E N T AUDITOR'S report

A N N U A L R E P O R T 2 0 1 5 - 1 6

To,The Board of Directors,Max Bupa Health Insurance Company Limited,New Delhi

Dear Sirs,

(Referred to in paragraph 1 of our Report on Other Legal and Regulatory Requirements forming part of the Independent Auditors’ Report dated May 06, 2016)

This certificate is issued to comply with the provisions of paragraphs 3 and 4 of Schedule C of the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor’s Report of Insurance Companies) Regulations 2002, (the “Regulations”) read with regulation 3 of the Regulations.

The Company’s Board of directors is responsible for complying with the provisions of The Insurance Act, 1938 (the “Insurance Act”),(amended by the Insurance Laws (Amendment) Act, 2015), the Insurance Regulatory and Development Authority Act, 1999 (the “IRDA Act”), the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor’s Report of Insurance Companies) Regulations, 2002 (the “IRDA Financial Statements Regulations”), orders/directions/circulars issued by the Insurance Regulatory and Development Authority of India (the “IRDAI”/Authority) which includes the preparation of the Management Report. This includes collecting, collating and validating data and designing, implementing and monitoring of internal controls suitable for ensuring compliance as aforesaid.

Our responsibility, for the purpose of this certificate, is limited to certifying matters contained in paragraphs 3 and 4 of Schedule C of the Regulations. We conducted our examination in accordance with the Guidance Note on Audit Reports and Certificates for Special Purposes issued by the Institute of Chartered Accountants of India (the ‘ICAI’), which includes the concepts of test checks and materiality

In accordance with the information and explanations given to us and to the best of our knowledge and belief and based on our examination of the books of account and other records maintained by Max Bupa Health Insurance Company Limited (‘the Company’) for

the year ended March 31, 2016, we certify that:

1. We have reviewed the Management Report attached to the financial statements for the year ended March 31, 2016, and on the basis of our review, there is no apparent mistake or material inconsistencies with the financial statements

2. Based on management representations and compliance certificates submitted to the Board of Directors by the officers of the Company charged with compliance and the same being noted by the Board, we certify that the Company has complied with the terms and conditions of registration stipulated by Insurance Regulatory and Development Authority of India (IRDAI);

3. We have verified the cash balances, to the extent considered necessary, and securities relating to the Company’s investments as at March 31, 2016, by actual inspection or on the basis of certificates / confirmations received from the Custodian and/ or Depository Participants appointed by the Company, as the case may be. As at March 31, 2016, the Company does not have reversions and life interests;

4. The Company is not a trustee of any trust; and

5. No part of the assets of the Policyholders’ Funds has been directly or indirectly applied in contravention to the provisions of the Insurance Act, 1938 (amended by the Insurance Laws (Amendment) Act, 2015), relating to the application and investments of the Policyholders’ Funds.

I N D EP EN D EN T

A U D I T O RS’ C ERT I FI CAT E

above matter.

For S.R. BATLIBOI For NANGIA & CO.& ASSOCIATES LLP ICAI Firm registrationICAI Firm registration number: 002391Cnumber: 101049W/E300004 Chartered AccountantsChartered Accountants


Place:Gurgaon Place: New DelhiDate: May 06, 2016 Date: May 06, 2016

A N N U A L R E P O R T 2 0 1 5 - 1 6

For the year endedMarch 31, 2016


Schedule

1 Premiums earned (Net of service tax) 1 39,31,095 31,52,364

2 Profit/ Loss on sale/redemption of Investments 24,828 -

3 Others - -

4 Interest, Dividend & Rent – Gross 2,29,937 1,79,510

Total (A) 41,85,860 33,31,874

1 Claims Incurred (Net) (refer note 2 in schedule 16) 2 23,40,226 18,22,037

2 Commission (Net) 3 4,47,973 3,21,985

3 Operating Expenses related to Insurance Business 4 22,12,348 22,43,651

4 Premium Deficiency - (5,653)

Total (B) 50,00,547 43,82,020

Operating Profit/(Loss) [C= (A - B)] (8,14,687) (10,50,146)

Appropriations

Transfer to Shareholders’ Account (8,14,687) (10,50,146)

Transfer to Catastrophe Reserve - -

Transfer to Other Reserves - -

Total ( C) (8,14,687) (10,50,146)

SIGNIFICANT ACCOUNTING POLICIES 16

AND NOTES TO THE ACCOUNTS

The Schedules and accompanying notes referred to herein form an integral part of the Revenue Account

As required by Section 40C(2) of the Insurance Act,1938 as amended by Insurance (Amendment Act, 2015), we hereby certify that to the best of our knowledge and according to the information and explanations given to us, and so far as appears from our examination of the Company's books of accounts all the expenses of management incurred during the year ended March 31, 2016 in respect of Miscellaneous-"Health" insurance business transactions in India by the Company have been fully recognized in the revenue account as expenses.

As per our report of even date attached.

For Nangia & Co. For and on behalf of the Board of Directors of Chartered Accountants Max Bupa Health Insurance Company Limited ICAI Firm Registration No. 002391C

per Vikas Gupta Director Director Partner K. Narasimha Murthy Rajesh Sud Membership No. 076879 DIN: 00023046 DIN: 2395182 Place: Delhi

For S.R. Batliboi & Associates LLP Company Secretary CEO & Managing Director Chartered Accountants Rajat Sharma Ashish Mehrotra ICAI Firm Registration No. 101049W/E300004 Membership No: FCS7069 DIN: 07277318

per Amit Kabra Appointed Actuary Chief Financial Officer Partner Biresh Giri Rahul Ahuja Membership No. 094533 Membership No. 00061 Place: Gurgaon Place: Delhi

Date: May 6, 2016

Particulars

R EV EN U E AC C O U N T

F O R T H E Y E A R E N D E D M A R C H 3 1 , 2 0 1 6

(Rs.’000)

FORM B-RA

A N N U A L R E P O R T 2 0 1 5 - 1 6


AS AT M A RC H 31, 2 0 1 6

As atMarch 31, 2016

As atMarch 31, 2015

Schedule

For Nangia & Co. For and on behalf of the Board of Directors ofChartered Accountants Max Bupa Health Insurance Company LimitedICAI Firm Registration No. 002391C


For S.R. Batliboi & Associates LLP Company Secretary CEO & Managing DirectorChartered Accountants Rajat Sharma Ashish MehrotraICAI Firm Registration No. 101049W/E300004 Membership No: FCS7069 DIN: 07277318

per Amit Kabra Appointed Actuary Chief Financial OfficerPartner Biresh Giri Rahul AhujaMembership No. 094533 Membership No. 00061Place: Gurgaon Place: Delhi

Date: May 6, 2016

Sources of Funds

Share Capital 5 89,80,000 79,05,000

Share Application Money - -

Reserves and Surplus 6 - -

Fair Value Change Account 3,050 931

Borrowings 7 - -

Total 89,83,050 79,05,931

Application of Funds

Investments 8 56,64,542 43,00,315

Loans 9 - -

Fixed Assets 10 2,33,963 3,21,266

Current Assets:

Cash and Bank Balances 11 1,32,579 1,19,379

Advances and Other Assets 12 4,20,110 3,47,766

Sub-total (A) 5,52,689 4,67,145

Current Liabilities 13 17,01,484 13,17,320

Provisions 14 26,59,857 20,73,693

Sub-total (B) 43,61,341 33,91,013

Net Current Assets (C) = (A - B) (38,08,652) (29,23,868)

Miscellaneous Expenditure 15 - -

(To the extent not written off or adjusted)

Debit Balance in Profit and Loss Account 68,93,197 62,08,218

Total 89,83,050 79,05,931

The Schedules and accompanying notes referred to herein form an integral part of the Balance Sheet


Particulars

(Rs.’000)

FORM B-BS

A N N U A L R E P O R T 2 0 1 5 - 1 6

P R O F I T A N D L O S S a c c o u n t

FO R TH E YEAR EN D ED MARCH 31, 201 6



(Rs.’000)

1 Operating Profit/(Loss)

(a) Miscellaneous Insurance (8,14,687) (10,50,146)

2 Income From Investments

(a) Interest, Dividend and Rent – Gross 1,58,455 1,32,830

(b) Profit on sale of investments 17,110 24,780

Less: Loss on sale of investments - -

3 Other Income

(a) Gain on Foreign Exchange Fluctuation - -

(b) Interest Income 1,715 2,038

(c) Provisions written back 10 124

Total (A) (6,37,397) (8,90,374)

4 Provisions (Other than Taxation)

(a) For diminution in the value of investments - -

(b) For doubtful debts 33,991 18,462

(c) Penalty (refer note 29 in Schedule 16) 2,000 -

(d) Others (107)

5 Other Expenses

(a) Expenses other than those related to Insurance Business 11,698 24,296

(b) Bad debts written off - -

(c) Others - -

Total (B) 47,582 42,758

Profit/(Loss) Before Tax (6,84,979) (9,33,132)

Provision for Taxation - -

Profit/(Loss) After Tax (6,84,979) (9,33,132)

Appropriations

(a) Interim dividends - -

(b) Proposed final dividend - -

(c) Dividend distribution tax - -

(d) Transfer to any Reserves or Other Accounts - -

- -

Balance of Profit/(Loss) brought forward from last year (62,08,218) (52,75,086)

Balance carried forward to Balance Sheet (68,93,197) (62,08,218)

Basic and Diluted Earning per Share of Rs. 10/- (0.82) (1.28)

each (also refer note 23 in Schedule 16)

SIGNIFICANT ACCOUNTING POLICIES 16

AND NOTES TO THE ACCOUNTS

The Schedules and accompanying notes referred to herein form an integral part of the Proft and Loss Account


For Nangia & Co.Chartered Accountants Max Bupa Health Insurance Company LimitedICAI Firm Registration No. 002391C


For S.R. Batliboi & Associates LLP Company Secretary CEO & Managing Director Chartered Accountants Rajat Sharma Ashish Mehrotra ICAI Firm Registration No. 101049W/E300004 Membership No: FCS7069 DIN: 07277318

per Amit Kabra Appointed Actuary Chief Financial Officer Partner Biresh Giri Rahul Ahuja Membership No. 094533 Membership No. 00061 Place: Gurgaon Place: Delhi

Date: May 6, 2016

For and on behalf of the Board of Directors of

Particulars Schedule

FORM B-PL

A N N U A L R E P O R T 2 0 1 5 - 1 6

r ec ei p t a n d pay m en t a c c o u n t




Cash Flows from the Operating Activities:Premium received from Policyholders, including Advance Receipts 5,484,891 4,147,445 Other Receipts - - Payments to co-insurers, net of claims recovery (1,275) - Payments of claims (2,307,535) (1,554,793)Payments of commission and brokerage (485,026) (303,039)Payments of Other Operating Expenses (2,096,481) (2,413,714)Preliminary and Pre-operative Expenses -Deposits, Advances and Staff Loans 15,768 34,380 Income Taxes Paid (Net) - - Payments to the re-insurers, net of commissions and claims (80,444) (60,409)Service tax paid (549,176) (320,595)Other PaymentsCash Flows before Extraordinary Items (19,278) (470,725)Cash flow from extraordinary operationsNet cash flow from operating activities (19,278) (470,725)

Cash flows from investing activities:Purchase of fixed assets (including capital advances) (43,958) (157,579)Proceeds from sale of fixed assets - - Purchases of investments (10,837,511) (8,785,394)Sales of investments 9,554,620 6,457,545 Rents/Interests/ Dividends received 284,327 253,869 Investments in money market instruments and in liquid mutual funds (Net) - 1,465,486 Net cash flow from investing activities (1,042,522) (766,073)

Cash flows from financing activities:Proceeds from Share Capital 1,075,000 1,215,000 Net cash flow from financing activities 1,075,000 1,215,000

Effect of foreign exchange rates on cash and cash equivalents, net -

Net increase/(decrease) in cash and cash equivalents: 13,200 (21,798)Cash and cash equivalents at the beginning of the year 119,379 141,177 Cash and cash equivalents at the end of the year 132,579 119,379 Net increase/(decrease) in cash and cash equivalents: 13,200 (21,798)


For Nangia & Co. For and on behalf of the Board of Directors ofChartered Accountants Max Bupa Health Insurance Company LimitedICAI Firm Registration No. 002391C


For S.R. Batliboi & Associates LLP Company Secretary CEO & Managing DirectorChartered Accountants Rajat Sharma Ashish MehrotraICAI Firm Registration No. 101049W/E300004 Membership No: FCS7069 DIN: 07277318

per Amit Kabra Appointed Actuary Chief Financial OfficerPartner Biresh Giri Rahul AhujaMembership No. 094533 Membership No. 00061Place: GurgaonDate: May 6, 2016 Place: Delhi

(Rs.’000)

ScheduleParticulars

A N N U A L R E P O R T 2 0 1 5 - 1 6



(Rs.’000)

Particulars

SCHEDULE – 1

PREMIUM EARNED [NET OF SERVICE TAX]

Premium from direct business written 4,760,092 3,726,574

Add: Premium on reinsurance accepted - -

Less : Premium on reinsurance ceded 244,564 192,172

Net Premium 4,515,528 3,534,402

Less: Adjustment for change in reserve for unexpired risks 584,433 382,038

Total Premium Earned (Net) 3,931,095 3,152,364

SCHEDULE – 2

CLAIMS INCURRED [NET]

Claims paid

Direct 2,333,543 1,874,673

Add: Re-insurance accepted - -

Less: Re-insurance Ceded 116,801 95,186

Net Claims paid 2,216,742 1,779,487

Add: Claims Outstanding at the end of the period 495,649 372,165

Less: Claims Outstanding at the beginning 372,165 329,615

Total Claims Incurred* 2,340,226 1,822,037

* Includes an amount of Rs 1,06,133 thousand during the year (previous year

Rs 92,821 thousand) on account of expenses incurred towards product

related benefit paid to policyholders

SCHEDULE – 3

COMMISSION

Commission paid

Direct 484,405 350,307

Add: Re-insurance accepted - -

Less: Commission on Re-insurance Ceded 36,432 28,322

Net Commission 447,973 321,985

Break up of commission paid to procure business:

Agents 314,993 251,639

Brokers 61,513 58,258

Corporate Agency 107,899 40,410

484,405 350,307

s c h ed u les

f o r m i n g pa r t o f t h e f i n a n c i a l s tat e m e n t s

A N N U A L R E P O R T 2 0 1 5 - 1 6



(Rs.’000)

Particulars

Health Accident Others Total Health Accident Others Total

SCHEDULE – 1A

PREMIUM EARNED [NET OF SERVICE TAX]

Premium from direct business written 4,755,521 4,571 - 4,760,092 3,720,559 6,015 - 3,726,574

Add: Premium on reinsurance accepted - - - - - - - -

Less: Premium on reinsurance ceded 242,724 1,840 - 244,564 190,318 1,854 - 192,172

Net Premium 4,512,797 2,731 - 4,515,528 3,530,241 4,161 - 3,534,402

Less: Adjustment for change in

reserve for unexpired risks 584,113 320 - 584,433 387,505 (5,467) - 382,038

Total Premium Earned (Net) 3,928,684 2,411 - 3,931,095 3,142,736 9,628 - 3,152,364

SCHEDULE – 2A

CLAIMS INCURRED [NET]

Claims paid

Direct 2,331,797 1,746 - 2,333,543 1,867,616 7,057 - 1,874,673

Add: Re-insurance accepted - - - - - - - -

Less: Re-insurance Ceded 116,714 87 - 116,801 94,826 360 - 95,186

Net Claims paid 2,215,083 1,659 - 2,216,742 1,772,790 6,697 - 1,779,487

Add: Claims Outstanding at the end of the period 495,414 235 - 495,649 371,220 945 - 372,165

Less: Claims Outstanding at the beginning 371,220 945 - 372,165 328,963 652 - 329,615

Total Claims Incurred* 2,339,277 949 - 2,340,226 1,815,047 6,990 - 1,822,037

* Includes an amount of Rs 1,06,133 thousand during the year (previous year Rs 92,821 thousand) on account of expenses incurred towards product related

benefit paid to policyholders

SCHEDULE – 3A

COMMISSION

Commission paid

Direct 483,783 622 - 484,405 350,072 235 - 350,307

Add: Re-insurance accepted - - - - - - -

Less: Commission on Re-insurance Ceded 35,811 621 - 36,432 28,069 253 - 28,322

Net Commission 447,972 1 - 447,973 322,003 (18) - 321,985

Break Up of expenses incurred to procure business:

Agents 314,888 105 - 314,993 251,533 106 - 251,639

Brokers 61,487 26 - 61,513 58,129 129 - 58,258

Corporate Agency 107,408 491 - 107,899 40,410 - - 40,410

Total 483,783 622 - 484,405 350,072 235 - 350,307

Personal Personal

A N N U A L R E P O R T 2 0 1 5 - 1 6

s c h ed u les




(Rs.’000)

Particulars

SCHEDULE – 4

OPERATING EXPENSES RELATED TO INSURANCE BUSINESS

1 Employees’ remuneration and welfare benefits 1,102,361 1,071,540

2 Travel, conveyance and vehicle running expenses 72,737 91,589

3 Training expenses 104,054 54,563

4 Rents, rates and taxes 112,571 107,348

5 Repairs 141,086 115,413

6 Printing and stationery 22,906 23,455

7 Communication 74,523 71,383

8 Legal and professional charges 198,423 202,363

9 Auditors' fees, expenses etc

(a) as auditor (Refer note 32 of Schedule 16) 2,745 2,371

(b) as adviser or in any other capacity, in respect of

(i) Taxation matters 761 -

(ii) Insurance matters - -

(iii) Management services; and - -

(c) in any other capacity

(I) Tax Audit Fees 77 80

(ii) Certification Fees 1,272 -

10 Advertisement and publicity 233,190 359,313

11 Interest and bank charges 17,282 14,095

12 Others

(a) Business and Sales Promotion 1,385 264

(b) Membership and Subscription 2,594 2,914

(c) Loss on Disposal of Fixed Assets 1,961 1,380

(d) Loss on Foreign Exchange Fluctuation 774 63

(e) Charity & Donation - 5

(f) Insurance 1,737 1,125

(g) Sitting Fee 3,100 -

(h) Miscellaneous Expenses* 2,297 2,830

13 Depreciation 114,512 121,557

Total 2,212,348 2,243,651

* None of the items individually are higher than 1% of Net Written Premium

A N N U A L R E P O R T 2 0 1 5 - 1 6

s c h ed u les




(Rs.’000)

Particulars

Health Accident Others Total Health Accident Others Total

SCHEDULE – 4A

OPERATING EXPENSES RELATED TO INSURANCE BUSINESS

1 Employees’ remuneration and welfare benefits 1,101,302 1,059 - 1,102,361 1,069,810 1,730 - 1,071,540

2 Travel, conveyance and vehicle running expenses 72,667 70 - 72,737 91,441 148 - 91,589

3 Training expenses 103,954 100 - 104,054 54,475 88 - 54,563

4 Rents, rates and taxes 112,463 108 - 112,571 107,175 173 - 107,348

5 Repairs 140,951 135 - 141,086 115,227 186 - 115,413

6 Printing and stationery 22,884 22 - 22,906 23,417 38 - 23,455

7 Communication 74,451 72 - 74,523 71,268 115 - 71,383

8 Legal and professional charges 198,232 191 - 198,423 202,036 327 - 202,363

9 Auditors' fees, expenses etc

(a) as auditor 2,742 3 - 2,745 2,367 4 - 2,371

(b) as adviser or in any other capacity, in respect of

(i) Taxation matters 761 - 761 - - - -

(ii) Insurance matters - - - - - - -

(iii) Management services; and - - - - - - -

(c) in any other capacity

(i) Tax Audit Fees 77 - - 77 80 - - 80

(ii) Certification Fees 1,271 1 - 1,272 - - - -

10 Advertisement and publicity 232,966 224 - 233,190 358,733 580 - 359,313

11 Interest and bank charges 17,265 17 - 17,282 14,072 23 - 14,095

12 Others

(a) Business and Sales Promotion 1,384 1 - 1,385 264 - - 264

(b) Membership and Subscription 2,592 2 - 2,594 2,909 5 - 2,914

(c) Loss on Disposal of Fixed Assets 1,959 2 - 1,961 1,378 2 - 1,380

(d) Loss on Foreign Exchange Fluctuation 773 1 - 774 63 - - 63

(e) Charity & Donation - - - - 5 - - 5

(f) Insurance 1,735 2 - 1,737 1,123 2 - 1,125

(g) Sitting Fee 3,097 3 - 3,100 - - - -

(h) Miscellaneous Expenses 2,295 2 - 2,297 2,825 5 - 2,830

13 Depreciation 114,402 110 - 114,512 121,361 196 - 121,557

Total 2,210,223 2,125 - 2,212,348 2,240,029 3,622 - 2,243,651

Personal Personal

A N N U A L R E P O R T 2 0 1 5 - 1 6

s c h ed u les




SCHEDULE – 5

SHARE CAPITAL

1 Authorised Capital

1,00,00,00,000 Equity Shares of Rs 10 each 10,000,000 10,000,000

2 Issued Capital

89,80,00,000 Equity Shares of Rs 10 each 8,980,000 7,905,000

(Previous year ended as at March, 2015 79,05,00,000 Equity Shares of Rs.10 each)

3 Subscribed Capital


(Previous year ended as at March 2015, 79,05,00,000 Equity Shares of Rs.10 each)

4 Called-up Capital


(Previous year ended as at March 2015, 79,05,00,000 Equity Shares of Rs.10 each)

Less: Calls unpaid

Add: Equity Shares forfeited (Amount originally paid up) - -

Less: Par Value of Equity Shares bought back - -

Less: Preliminary Expenses - -

Less: Expenses including commission or brokerage on

underwriting or subscription of shares -

Total 8,980,000 7,905,000

Out of the above, 66,45,20,000 (Previous year ended as at March, 2015 were 58,49,70,000) Equity Shares of Rs. 10/- each are held by the holding company along with its nominees.

SCHEDULE – 5A

PATTERN OF SHAREHOLDING

[As certified by the Management]

Shareholders

Number of "% of Number of "% of

Shares Holding" Shares Holding"

Promoters

- Indian 664,520,000 74.00% 584,970,000 74.00%

- Foreign 233,480,000 26.00% 205,530,000 26.00%

Others - - - -

Total 898,000,000 100.00% 790,500,000 100.00%

(Rs.’000)

Particulars



A N N U A L R E P O R T 2 0 1 5 - 1 6

s c h ed u les




SCHEDULE – 6

RESERVES AND SURPLUS

1 Capital Reserve - -

2 Capital Redemption Reserve - -

3 Share Premium - -

4 General Reserves - -

Less: Debit balance in Profit and Loss Account - -

Less: Amount utilized for Buy-back - -

5 Catastrophe Reserve - -

6 Other Reserves - -

7 Balance of Profit in Profit & Loss Account - -

Total - -

SCHEDULE – 7

BORROWINGS

1 Debentures/ Bonds - -

2 Banks - -

3 Financial Institutions - -

4 Others - -

Total - -

(Rs.’000)

Particulars

A N N U A L R E P O R T 2 0 1 5 - 1 6

s c h ed u les




SCHEDULE – 8

INVESTMENTS

LONG TERM INVESTMENTS

1 Government securities and Government guaranteed bonds including Treasury Bills 1,496,793 989,500

2 Other Approved Securities 308,369 53,378

3 Other Investments

(a) Shares

(aa) Equity - -

(bb) Preference - -

(b) Mutual Funds - -

(c) Derivative Instruments - -

(d) Debentures/ Bonds 504,678 516,865

(e) Other Securities 189,600 197,076

(f) Subsidiaries - -

(g) Investment Properties-Real Estate - -

4 Investments in Infrastructure and Social Sector 1,114,441 255,084

5 Other than Approved Investments - -

SHORT TERM INVESTMENTS

1 Government securities and Government

guaranteed bonds including Treasury Bills (Refer Note (a) below) - 292,933

2 Other Approved Securities - -

3 Other Investments

(a) Shares

(aa) Equity - -

(bb) Preference - -

(b) Mutual Funds 160,995 72,681

(c) Derivative Instruments - -

(d) Debentures/ Bonds 460,988 238,504

(e) Other Securities 1,034,528 1,330,930

(f) Subsidiaries - -

(g) Investment Properties-Real Estate - -

4 Investments in Infrastructure and Social Sector - 250,162

5 Other than Approved Investments* 394,150 103,202

Total 5,664,542 4,300,315

* Represents investments in mutual funds

Notes:

a. Aggregate amount of Company's investments other than listed equity securities and derivative instruments is Rs.56,64,542

thousands (Previous year: Rs.43,00,315 thousands ). Market value of such investments is Rs. 57,30,050 thousands (Previous year

Rs.43,60,005 thousands)

b. Includes Rs. NIL (Previous year Rs. 98,305 thousands) of securities under Section 7 of insurance Act, 1938 at March 31, 2016.

Market value of such investments is Rs. NIL (Previous year Rs. 98,350 thousands)

(Rs.’000)

Particulars

A N N U A L R E P O R T 2 0 1 5 - 1 6

s c h ed u les




SCHEDULE – 9

LOANS

1 Security-Wise Classification

Secured

(a) On mortgage of property - -

(aa) In India - -

(bb) Outside India - -

(b) On Shares, Bonds, Govt. Securities - -

(c) Others - -

Unsecured - -

Total - -

2 Borrower-Wise Classification

(a) Central and State Governments - -

(b) Banks and Financial Institutions - -

(c) Subsidiaries - -

(d) Industrial Undertakings - -

(e) Others - -

Total - -

3 Performance-Wise Classification

(a) Loans classified as standard - -

(aa) In India - -


(b) Non-performing loans less provisions - -

(aa) In India - -


Total - -

4 Maturity-Wise Classification

(a) Short Term - -

(b) Long Term - -

Total - -

- -

(Rs.’000)

Particulars

A N N U A L R E P O R T 2 0 1 5 - 1 6

s c h ed u les


S.N. Particulars As at Additions Deductions As at Upto For the On Sales/ Upto As at As at

Apr 1, 2015 Mar 31, 16 Mar 31, 15 year Adjustments Mar 31, 16 Mar 31, 16 Mar 31, 15

SCHEDULE – 10

FIXED ASSETS

1 Intangibles

a) Softwares 287,646 31,931 - 319,577 191,481 44,709 - 236,190 83,387 96,165

b) Website 11,258 - - 11,258 7,960 2,182 - 10,142 1,116 3,298

2 Leasehold Property 155,658 1,045 3,208 153,495 60,597 26,427 1,638 85,386 68,109 95,061

3 Furniture & Fittings 29,617 142 9 29,750 20,464 2,789 3 23,250 6,500 9,153

4 Information Technology Equipment 63,762 176 158 63,780 26,923 13,645 101 40,467 23,313 36,839

5 Information Technology Equipment

(End User Devices) 80,019 1,893 - 81,912 55,178 14,653 - 69,831 12,081 24,841

6 Office Equipment 61,630 8,774 661 69,743 31,179 10,107 330 40,956 28,787 30,451

Total 689,590 43,961 4,036 729,515 393,782 114,512 2,072 506,222 223,293 295,808

7 Work in progress 25,458 - 14,788 10,670 - - - - 10,670 25,458

Grand total 715,048 43,961 18,824 740,185 393,782 114,512 2,072 506,222 233,963 321,266

Previous year 592,527 139,857 17,336 715,048 278,472 121,557 6,247 393,782 321,266 -

Notes:

1. Leasehold property consists of civil and other improvements at premises taken on long term lease by the Company.

2. Work in progress includes capital advances of Rs 10,670 thousands (Previous year Rs. 25,458 thousands).

(Rs.’000)

Cost/ Gross Block Depreciation Net Block

SCHEDULE – 11

CASH AND BANK BALANCES

1 Cash (including cheques, drafts and stamps) 21,602 22,943

2 Bank Balances

(a) Deposit Accounts

(aa) Short-term (due within 12 months) 85,500 66,445

(bb) Others - -

(b) Current Accounts 25,477 29,991

(c) Others - -

3 Money at Call and Short Notice

(a) With Banks - -

(b) With other Institutions - -

4 Others - -

Total 132,579 119,379

Balances with non-scheduled banks included in 2 and 3 above is Rs. 276 thousand (Previous period: Nil).



(Rs.’000)

ParticularsS.N.

A N N U A L R E P O R T 2 0 1 5 - 1 6

s c h ed u les




SCHEDULE – 12

ADVANCES AND OTHER ASSETS

ADVANCES

1 Reserve deposits with ceding companies - -

2 Application money for investments - -

3 Prepayments 26,927 22,393

4 Advances to Directors/Officers - -

5 Advance tax paid and taxes deducted at source 393 393

Less: Provisions made (393) -

Sub-total - 393

6 Others (to be specified)

(a) Advance to Suppliers 51,095 26,398

Less: Provisions made (9,186) -

Sub-total 41,909 26,398

(b) Other advances (Gross Amount) 191 920

Less: Provisions made (172) (247)

Sub-total 19 673

Total (A) 68,855 49,857

OTHER ASSETS

1 Income accrued on investments** 190,650 122,147

2 Outstanding Premiums* 75,036 91,726

Less: Provisions made (37,839) (15,273)

Sub-total 37,197 76,453

3 Agents’ Balances 2,375 2,774

Less: Provisions made (2,375) (2,660)

Sub-total - 114

4 Foreign Agencies Balances - -

5 Due from other entities carrying on insurance business 52,008 35,299

Less: Provisions made (2,033) -

Sub-total 49,975 35,299

6 Due from subsidiaries/ holding - -

7 Deposit with Reserve Bank of India - -

[Pursuant to section 7 of Insurance Act, 1938] - -

8 Others

(a) Rent and other deposits*** 48,982 53,204

Less: Provisions made (1,073) (707)

Sub-total 47,909 52,497

(b) Other receivable 6,551 -

(c) Service tax on input services (net) 18,973 11,399

(d) Cenvat credit on capital goods - -

Total (B) 351,255 297,909

Total (A+B) 420,110 347,766

* Includes Rs. 75,036 thousand (Previous year ended as on March 2015 - Rs. 91,726 thousand) receivable from Central / State

Government on account of premium under RSBY Scheme against which provision of Rs. 37,839 thousand (Previous year ended as on

March 2015 - Rs. 15,273) has been created.

** Income Accrued on Investments includes interest on deposits also.

*** Includes deposits of Rs. 684 thousand (Previous year ended as on March 2015 - Rs. 2,845 thousand) with bank for providing

guarantee to network hospitals.

(Rs.’000)

SN Particulars

A N N U A L R E P O R T 2 0 1 5 - 1 6

s c h ed u les




(Rs.’000)

Particulars

SCHEDULE – 13

CURRENT LIABILITIES

1 Agents’ balances 45,757 50,672

2 Balances due to other insurance companies 81,837 69,079

3 Deposits held on re-insurance ceded - -

4 Premiums received in advance 34,088 28,207

5 Unallocated premium 68,771 52,133

6 Sundry creditors (Refer note 28 in Schedule 16) 842,190 614,481

7 Due to subsidiaries/ holding company - 177

8 Claims Outstanding* 495,649 372,165

9 Unclaimed amount of policyholders/insured 26,990 20,458

10 Due to Officer/ Director* (Refer note 16 in Schedule 16) 25,992 34,900

11 Others

(a) Tax deducted payable 49,409 38,788

(b) Other statutory dues 9,256 11,272

(c) Advance from Corporate Clients 21,545 24,988

Total 1,701,484 1,317,320

* Include IBNR and IBNER reserves

* Amount payable to Former Chief Executive Officer's (CEO's) subject to IRDAI approval

SCHEDULE – 14

PROVISIONS

1 Reserve for Unexpired Risk 2,624,460 2,040,027

2 For taxation (less advance tax paid and taxes deducted at source) - -

3 For proposed dividends - -

4 For dividend distribution tax - -

5 Others

(a) For Gratuity 9,977 4,081

(b) For Leave Encashment 25,415 29,555

(c) For Superannuation 5 30

(d) For Other manpower related - -

(e) For Commission - -

(f) For Other operating expense related - -

(g) Premium Deficiency Reserve - -

Total 2,659,857 2,073,693

SCHEDULE – 15

MISCELLANEOUS EXPENDITURE

(To the extent not written off or adjusted)

1 Discount Allowed in issue of shares/ debentures - -

2 Others - -

Total - -

A N N U A L R E P O R T 2 0 1 5 - 1 6

s c h ed u les


TABLE 1 - STATEMENT OF LIABILITIES AS AT 31st March, 2016

Classification : Business within India / Total Business (All Business underwritten in India)

(Rs. Lakhs)

Item No. Description Reserve for Reserve for IBNR Total

Unexpired Outstanding Reserves Reserves

risks Claims

(1) (2) (3) (4) (5) (6)

1. Fire - - - -

2. Marine

Sub-class:

Marine Cargo - - - -

Marine Hull - - - -

3. Miscellaneous

Sub-class :

Motor - - - -

Engineering - - - -

Aviation - - - -

Liabilities - - - -

Rural Insurance - - - -

Others - - - -

4. Health Insurance 26,245 1,424 3,533 31,202

5 Total Liabilities 26,245 1,424 3,533 31,202

Certification from Auditor

We certify that the above statement represents the liabilities of the insurer which have been determined in the manner prescribed in the Insurance Regulatory and Development Authority (Assets, Liabilities and Solvency Margin of Insurers) Regulations, 2000 and the amounts of such liabilities are fair and reasonable. We also further certify that the above statement includes the IBNR reserves which have been determined by the appointed actuary and his certificate is furnished herein below.

For Nangia & Co. For S.R. Batliboi & Associates LLP

Chartered Accountants CharteredAccountants

ICAI Firm Registration No. 002391C ICAI Firm Registration No. 101049W/E300004

per Vikas Gupta per Amit Kabra

Membership No. 076879 Membership No. 094533

Place: Delhi Place: Gurgaon

Date: May 6, 2016 Date: May 6, 2016

Certification from the Appointed Actuary

I certify that the IBNR reserves in the statement above represent, in my opinion, true and fair amount.

Biresh Giri, FIAI

Membership No. 00061

Address: G480 Sushant lok 2Sector 57, Gurgaon

Date: May 6, 2016 Place: New Delhi

FORM - HG

A N N U A L R E P O R T 2 0 1 5 - 1 6

STATEMENT OF ASSETS AS AT 31st March, 2016


(Rs. Lakhs)

Item No. Category of Asset Policyholders' funds Shareholders' funds TOTAL ASSETS

(1) (2) (3) (4)

1 Approved Securities 11,143 6,909 18,052

2 Approved Investments 11,420 10,991 22,411

3 Deposits 8,639 3,602 12,241

4 Non-Mandated Investments - 3,941 3,941

5 Other Assets:

Fixed Assets - 1,351 1,351

Cash and Bank balances - 1,326 1,326

Advances and Other Assets - 3,829 3,829

6 Total 31,202 31,949 63,151

7 Fair Value Change Account - (31) (31)

Adjusted Value of Assets (6-7) 31,202 31,918 63,120

We certify that the statement has been prepared in accordance with Schedule I of the Insurance Regulatory & Development Authority (Assets, Liabilities and Solvency Margin of Insurers) Regulations, 2000.

For Nangia & Co. For S.R. Batliboi & Associates LLPChartered Accountants Chartered AccountantsICAI Firm Registration No. 002391C ICAI Firm Registration No. 101049W/E300004

per Vikas Gupta per Amit KabraMembership No. 076879 Membership No. 094533Place: Delhi Place: GurgaonDate: May 6, 2016 Date: May 06, 2016

Appointed Actuary

Biresh Giri, FIAIMembership No. 00061Address: G480 Sushant Lok 2Sector 57, Gurgaon

Place: DelhiDate: May 6, 2016

F O R M I R D A I - A S S E T S - A A

A N N U A L R E P O R T 2 0 1 5 - 1 6

TABLE I - STATEMENT OF SOLVENCY MARGIN AS AT 31st March, 2016

Table I - REQUIRED SOLVENCY MARGIN BASED ON NET PREMIUM AND NET INCURRED CLAIMS


(Rs. Lakhs)

Item No. Description Gross Net Gross Net RSM-1 RSM-2 RSM

(Class of Business) Premiums Premiums Incurred Incurred

Claims Claims

(1) (2) (3) (4) (5) (6) (7) (8) (9)

1. Fire - - - - - - -

Marine

2. Marine Cargo - - - - - - -

3. Marine Hull - - - - - - -

Miscellaneous

4. Motor - - - - - - -

5. Engineering - - - - - - -

6. Aviation - - - - - - -

7. Liability - - - - - - -

8. Rural Insurance - - - - - - -

9. Others - - - - - - -

10. Health Insurance 47,601 45,155 24,447 23,402 9,031 7,021 9,031

TOTAL 47,601 45,155 24,447 23,402 9,031 7,021 9,031

TABLE II - AVAILABLE SOLVENCY MARGIN AND SOLVENCY RATIO

(Rs. Lakhs)

Item Description Notes No. Amount

(1) (2) (3) (4)

1. Available Assets in Policyholders' Funds: 31,202

Deduct:

2. Liabilities 31,202

3. Other Liabilities

4. Excess in Policyholders' funds (1-2-3) -

5. Available Assets in Shareholders Funds: 31,918

Deduct:

6. Other Liabilities 12,412

7. Excess in Shareholders' funds (5 -6) 19,506

8. Total ASM (4+7) 19,506

9. Total RSM 9,031

10. Solvency Ratio (Total ASM / Total RSM) 2.16

Certification

We certify that the above statements have been prepared in accordance with the Section 64VA of the Insurance Act, 1938, and the amounts mentioned therein are true to the best of our knowledge.

For Nangia & Co. For S.R. Batliboi & Associates LLPChartered Accountants Chartered AccountantsICAI Firm Registration No. 002391C ICAI Firm Registration No. 101049W/E300004

per Vikas Gupta per Amit KabraMembership No. 076879 Membership No. 094533Place: Delhi Place: GurgaonDate: May 6, 2016 Date: May 6, 2016

Appointed Actuary CEO & MDBiresh Giri, FIAI Ashish MehrotraMembership No. 00061Address: G480 Sushant lok 2, Sector 57, Gurgaon

Place: DelhiDate: May 6, 2016

FORM - KG

A N N U A L R E P O R T 2 0 1 5 - 1 6

SCHEDULE 16

SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED March 31, 2016

A. BACKGROUND

Max Bupa Health Insurance Company Limited (“The Company”) was incorporated on September 05, 2008 and received the Certificate of

Commencement of Business on 23rd Dec 2008.

The Company is a joint venture between Max India Limited and Bupa Singapore Holding Pte, Singapore.

The Company obtained regulatory approval to undertake Health Insurance business on 15th Feb 2010 from Insurance Regulatory and

Development Authority of India (IRDA) under section 3(2A) of the Insurance Act, 1938. The Company had started selling Policies in March

2010.

B. SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Preparation of Financial Statements

The accompanying financial statements are prepared and presented under the historical cost convention, unless otherwise stated,

and on accrual basis of accounting, in accordance with accounting principles generally accepted in India (Indian GAAP). The company

has prepared the financial statements in compliance with the accounting standards notified under section 133 of the Companies Act

2013 read together with paragraph 7 of the Companies (Accounts) Rules 2014 and in accordance with the provisions of the Insurance

Act, 1938 (amended by the Insurance Laws (Amendment) Act, 2015), Insurance Regulatory and Development Authority Act, 1999,

and the regulations framed thereunder, various circulars issued by the IRDAI and the practices prevailing within the insurance

industry in India. Accounting policies applied have been consistent with previous year except where differential treatment is required

as per new pronouncements made by the regulatory authorities.

(b) Use of Estimates


assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent

liabilities, at the end of the reporting period. Although these estimates are based on the management’s best knowledge of current

events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material

adjustment to the carrying amounts of assets or liabilities in future periods.

(c) Revenue Recognition

(i) Premium Income

Premium and cessation thereof is recognized as income over the contract period or period of risk as appropriate, on a gross

basis net of service tax. Any subsequent revision of premium or cancellation of the policies is accounted for in the year in which

they occur.

(ii) Commission on Reinsurance Premium

Commission on reinsurance ceded is recognized as income on ceding of reinsurance premium.

Profit commission under reinsurance treaties, wherever applicable, is recognized as income in the year of final determination of

the profits and as intimated by the Reinsurer.

(iii) Interest / Dividend Income

Interest income is recognized on accrual basis. Accretion of discount and amortization of premium relating to debt securities is

recognized over the holding/maturity period on a constant yield to maturity method.

Dividend income is recognized when the right to receive the dividend is established.

(iv) Premium/discount on purchase of investments

Accretion of discount and amortization of premium relating to debt securities is recognized over the holding/maturity period on a

constant yield to maturity method

(v) Profit/Loss on Sale/Redemption of Investments

Profit or loss on sale/redemption of investments, being the difference between sale consideration/redemption values and

carrying value of investments is credited or charged to Profit and Loss account. The profit/loss on sale of investment includes

accumulated changes in the fair value previously recognized in ‘Fair Value Change Account’ in respect of a particular security.

Sale consideration for the purpose of realised gain/loss is net of brokerage and taxes, if any, and excludes interest

received on sale.

(d) Premium Deficiency

Premium deficiency is recognised for the Company as a whole when the sum of expected claim costs and related expenses

and maintenance costs (related to claims handling) exceed the reserve for unexpired risks.

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(e) Reserve for unexpired risk

Reserve for unexpired risk represents that part of net premium (i.e. premium, net of reinsurance ceded) which is attributable to and

set aside for subsequent risks to be borne by the company under contractual obligations on contract period basis or risk period basis,

whichever is appropriate subject to minimum reserve to be created on Miscellaneous – “Health” business under Section 64V (1) (ii)

(b) of the Insurance Act, 1938.

(f) Acquisition Cost of Insurance Contracts

Acquisition costs are those costs that vary with, and are primarily related to the acquisition of new and renewal of insurance contracts

viz. commission, policy issue expenses, etc. These costs are expensed in the period in which they are incurred.

(g) Advance Premium

Advance premium represents premium received in respect of those policies issued during the year where the risk commences

subsequent to the balance sheet date.

(h) Claims Incurred

Claims incurred comprises of claims paid, change in estimated liability for outstanding claims, change in estimated liability for claims

incurred but not reported (IBNR) and claims incurred but not enough reported (IBNER) and specific settlement costs comprising

survey, legal and other directly attributable expenses.

Provision is made for estimated value of outstanding claims at the Balance Sheet date net of claims recoverable from reinsurance.

Such provision is made on the basis of the ultimate amounts that are likely to be paid on each claim, established by the management

in light of past experience and progressively modified for changes as appropriate, on availability of further information and include

claim settlement costs likely to be incurred to settle outstanding claims.

Claims (net of amounts receivable from reinsurers/coinsurers) are recognized on the date of intimation based on estimates from

surveyors/insured in the respective revenue accounts.

The estimated liability for claims incurred but not reported (IBNR) and claims incurred but not enough reported(IBNER) has been

estimated by the Appointed Actuary in compliance with guidelines issued by IRDA vide circular No. 11/IRDA/ACTL/IBNR/2005-06

dated June 8, 2005 and applicable provisions of Guidance Note 21 issued by the Institute of Actuaries of India. The Appointed Actuary

has used generally accepted actuarial methods for each product category as considered appropriate depending upon the availability

of past data.

(i) Reinsurance ceded

Reinsurance cost, in respect of proportional reinsurance ceded, is accrued at policy inception. Non-proportional reinsurance cost is

recognized when incurred and due. Any subsequent revision to, refunds or cancellations of premium are recognized in the year in

which they occur.

(j) Allocation of Investment Income

Investment income on investments backing the policyholders’ liability has been allocated to Revenue Account and balance to Profit &

Loss Account.

(k) Investments

Investments are made and accounted for in accordance with the Insurance Act, 1938, Insurance Regulatory & Development

Authority (Investment) Regulations, 2000 as amended and various other circulars/notifications issued by the IRDA in this context

from time to time.

Investments are recorded at cost including acquisition charges (such as brokerage, transfer charges, stamps etc) if any and exclude

interest accrued upto the date of purchase.

Debt securities, including Government securities are considered as ‘held to maturity’ and accordingly stated at historical cost subject

to amortisation of premium or accretion of discount on constant yield to maturity basis in the Revenue Accounts and in the Profit and

Loss Account over the period of maturity/holding.

Listed and actively traded securities are stated at fair value as at the Balance Sheet date being the lowest of the last quoted closing

price of the stock exchanges where the securities are listed. Unrealized gain/losses due to change in fair value of listed securities is

credited/debited to ‘Fair Value Change Account’.

Unlisted Securities are stated at cost.

The realized gain or loss on the listed and actively traded securities and mutual funds is the difference between the sale

consideration and the carrying cost as on the date of sale, determined on a first in first out basis and includes the accumulated

changes in the fair value previously taken to the fair value change account, in respect of the particular security; such loss or gain is

transferred to revenue account on the trade date.

Unrealized loss on listed and actively traded investments held for long term are not considered to be of a permanent nature and hence

not considered as impaired. However the company, at each balance sheet date, assesses investments for any impairment and

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necessary provisions are made for the same where required.

Investments in units of Mutual funds are valued at Net Asset Value (NAV) as at Balance Sheet date. Unrealized gains/losses are

credited/debited to the ‘Fair Value Change Account’.

Investments maturing within twelve months from the balance sheet date and investments made with specific intention to dispose off

within twelve months are classified as Short Term Investments. Other Investments are classified as Long Term Investments.

(l) Fair Value Change Account

Fair Value Change Account’ represents unrealized gains or losses due to change in fair value of traded securities and mutual fund

units outstanding at the close of the year. The balance in the account is considered as a component of shareholder’s funds and not

available for distribution as dividend.

(m) Fixed Assets and Depreciation

Tangible assets and depreciation

Fixed assets are stated at cost of acquisition (including incidental expenses relating to acquisition and installation of assets) and

expenses directly attributable to bringing the asset to its working condition for its intended use, less accumulated depreciation and

impairment of assets, if any.

Depreciation on tangible fixed assets has been provided on the straight-line method as per the useful life prescribed in Schedule II to

the Companies Act, 2013, except in respect of the following categories of assets, in whose case the life of the assets has been

assessed as under, based on technical advice, taking into account the nature of the asset, the estimated usage of the asset, the

operating conditions of the asset, past history of replacement, etc.

Nature of Fixed Assets Management Estimate of Useful Life as per the limits prescribed

Useful Life in Years in Schedule II of the Companies

Act, 2013 in Years

Furniture & Fixture 5 10

Information Technology equipment

- End User Devices 3 3

Information Technology equipment

- Servers and Networks 4 6

Office Equipments 5 5

Intangibles (including Software) 4 NA

Leasehold Improvements Lease period NA

The estimated useful life of the intangible assets and the amortisation period are reviewed at the end of each financial year and the

amortisation period is revised to reflect the changed pattern, if any.

All assets including intangibles individually costing up to Rs 5,000 are fully depreciated / amortized in the year in which they are

acquired.

Intangibles

Intangible assets comprising software are stated at cost less amortisation. Significant expenditure on improvements to software are

capitalised when it is probable that such expenditure will enable the asset to generate future economic benefits in excess of its

originally assessed standards of performance and such expenditure can be measured and attributed to the asset reliably.

Subsequent expenditures are amortised over the remaining useful life of original software. Software expenses are amortised using

SLM over a period of 4 years from the date of being ready to use

Capital work in progress

Assets not ready for their intended use and other capital work-in-progress are carried at cost, comprising direct cost and related

incidental expenses.

Impairment of Assets

The carrying values of assets forming part of any cash generating units at Balance Sheet date are reviewed for impairment at each

Balance Sheet date. If any indication for such impairment exists, the recoverable amounts of those assets are estimated and

impairment loss is recognized, if the carrying amount of those assets exceeds their recoverable amount. The recoverable amount is

the greater of the net selling price and their value in use. Value in use is arrived at by discounting the estimated future cash flows to

their present value based on appropriate discount factor. If at the Balance Sheet date there is any indication that a previously

assessed impairment loss no longer exists, then such loss is reversed and the asset is restated to that extent.

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(n) Operating Lease

Payments made towards assets/premises taken on operating lease are recognized as an expense in the revenue account(s) and

profit and loss account over the lease term on straight-line basis.

(o) Taxation

Income tax expense comprises current tax (i.e. amount of tax payable on the taxable income for the period determined in accordance

with the Income-tax Act, 1961), and deferred tax charge or credit (reflecting the tax effects of timing differences between the

accounting income and taxable income for the period) Current income tax is the amount expected to be paid to the tax authorities in

accordance with the provisions of the Income Tax Act, 1961.

Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the Balance sheet date.

Deferred tax assets are recognized only to an extent that there is reasonable certainty that sufficient future taxable income will be

available against which such deferred tax assets can be realized. If the Company has unabsorbed depreciation or carry forward tax

losses, deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence that such deferred tax

assets can be realized against future taxable profits.

At each balance sheet date the company re-assesses unrecognized deferred tax assets. It recognizes unrecognized deferred tax

assets to the extent that it has become reasonably certain or virtually certain as the case may be that sufficient future tax assets can

be realized.

(p) Employee Benefits

Employees’ benefits have been recognized in accordance with the relevant provisions of the Accounting Standard 15 (revised 2005)

(a) Defined Contribution Plan

a. Certain employees of the Company are participants of a defined superannuation plan. The Company makes contributions

under the superannuation plan to “Max Bupa Health Insurance Limited Employees Superannuation Trust” based on a

specified percentage of each covered employee’s salary.

b. The Company makes monthly contributions to the “Max India Limited Employees Provident Fund Trust” which is based on a

specified percentage of the covered employees’ salary. The fund is administered through trustees and the Company’s

contribution thereto is charged to Revenue Account.

(b) Defined Benefit Plans

a. The liability in respect of Gratuity is provided for on the basis of an actuarial valuation carried out at the year-end using the

Projected Unit Credit Method. Actuarial gain and loss are recognized in full in the Profit and Loss Account for the year in

which they occur. The Company has a recognized Trust for Gratuity benefits, “Max Bupa Health Insurance Ltd Employees’

Group Gratuity Fund” to administer the Gratuity funds. The Trust has taken master policy with the Max Life Insurance

Company Limited” to cover its liabilities towards employees’ Gratuity. The Gratuity obligation recognized in the Balance

Sheet represents the present value of the defined benefit obligation as adjusted for unrecognized past service cost and as

reduced by the fair value of the gratuity fund.

b. The liability in respect of long term accumulating leave encashment is provided for on the basis of actuarial valuation

carried out at the yearend for long term compensated absences using Projected Unit Credit Method. Actuarial gains and

losses are recognized in full in the Revenue Account or/and Profit and Loss Account, as applicable for the year in which they

occur. Short term compensated absences are provided for based on estimates. Non-accumulated compensated absences

are accounted for as and when availed / encashed.

c. Deferred compensation, which is a long term employee benefit is provided for based on the independent actuarial

valuation carried out as at the Balance Sheet date and charged to Revenue Account or/and Profit and Loss Account, as

applicable based on services rendered by employees.

(q) Provisions and Contingent Liabilities

A provision is recognized when the Company has a present obligation as a result of past event and it is probable that an outflow of

resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted

to present value and are determined based on best estimate required to settle the obligation at the Balance Sheet date. These are

reviewed at each Balance Sheet date and adjusted to reflect the current best estimates. Contingent assets and liabilities are not

recognized.

A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not,

require an outflow of resources. When there is a possible obligation or a present obligation in respect of which the likelihood of outflow

of resources is remote, no provision or disclosure is made.

(r) Earnings per Share (EPS)

The Company reports basic and diluted earnings per share in accordance with Accounting Standard 20 on ‘Earnings per Share’

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issued by the Institute of Chartered Accountants of India. Basic earnings per share are computed by dividing the net profit or loss for

the year by weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing

the net profit or loss for the year by the weighted average number of equity shares outstanding during the year as adjusted to the

effects of all dilutive potential equity shares, except where results are anti dilutive.

(s) Leases

Lease of assets under which all the risks and benefits of ownership are effectively retained by the lesser is classified as Operating

Leases. Operating Lease rentals including escalation are recognized in the Revenue account and Profit & Loss account, as the case

may be, on a straight line basis over the period of the lease.

(t) Foreign Currency Transactions

Initial recognition: Foreign currency transactions are recorded in Indian Rupees, by applying to the foreign currency amount the

exchange rate between the Indian Rupee and the foreign currency at the date of the transaction.

Conversion: Foreign currency monetary items are translated using the exchange rate prevailing at the reporting date. Non-monetary

items, which are measured in terms of historical cost denominated in a foreign currency, are reported using the exchange rate at the

date of the transaction. Non-monetary items, which are measured at fair value or other similar valuation denominated in a foreign

currency, are translated using the exchange rate at the date when such value was determined.

Exchange differences: Exchange differences are recognised as income or as expenses in the period in which they arise.

(u) Operating Expenses

Operating expenses are the costs associated with main operating activities of the Company. The expenses which pertain to the

current financial year are debited to Profit & Loss Account and any expenses paid for the period beyond current financial year is

debited to Prepaid Expenses and disclosed as ‘Prepayment’ in Balance Sheet. Any fee paid to third party administrators (TPA) is

provided in the books of accounts at an agreed proportion of premium and endorsements. Professional charges paid to the service

providers towards enrollment of lives on Rashtriya Swasthya Bima Yojna (RSBY) business is accrued evenly over the contract period.

(v) Allocation of Operating Expenses

Operating expenses relating to insurance business are allocated to specific classes of business on the following basis:

• Expenses which are directly attributable and identifiable to a business class are apportioned on an actual basis

• Other expenses, that are not directly identifiable, are allocated on the basis of Gross Written Premium (GWP) in each business

class.

(w) Service Tax

Service Tax collected is considered as a liability against which service tax paid for eligible inputs services, to the extent claimable, is

adjusted and the net liability is remitted to the appropriate authority as stipulated. Unutilized credits, if any, are carried forward under

“Advance and other assets” in Schedule 12 for adjustment in subsequent periods. Service tax paid for eligible input services not

recoverable by way of credits are recognized in the revenue account as expense forming as separate line item in Schedule 4.

(x) Receipts and Payments Account

(i) Receipts and Payments Account is prepared and reported using the Direct Method, in conformity with para 2.2 of the Master

Circular on Preparation of Financial Statements - General Insurance Business dated October 5, 2012, issued by the IRDA.

(ii) Cash and cash equivalents

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original

maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known

amounts of cash and which are subject to insignificant risk of changes in value.

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C. NOTES FORMING PART OF ACCOUNTS

1. Contingent Liabilities

(Rs. ‘000)

Particulars As at 31.03.2016 As at 31.03.2015

Partly Paid up Investments - -

Claims, other than against Policies, not acknowledged as Debts by the Insurer 47010 1140

Underwriting Commitments Outstanding - -

Guarantees given by or on behalf of the Insurer 500 500

Statutory Demands / Liabilities in Dispute, Not provided for - -

Reinsurance Obligations to the Extent Not provided for in Accounts - -

Total 47,510 1,640

2. Actuarial Assumptions

The Company’s Appointed Actuary has determined valuation assumptions in respect of ‘Reserve for Unexpired Risk’ and ‘Claims

Incurred But Not Reported’ (IBNR) that conform with Regulations issued by the IRDAI and professional guidance notes issued by the

Institute of Actuaries of India.

i. During the year ended March 31, 2016, the Company has changed its estimates related to Deferred Benefit Reserve

provisioning which forms part of IBNR reserves. Consequent to the change in such estimate, IBNR reserve for the year ended

March 31, 2016 is lower by Rs. 88000 thousands.

ii. As at March 31, 2016, the Company has made a provision of Rs. 137500 thousands towards provider reconciliation reserve

based on actuarial estimates and the same is included as a part of IBNR reserves.

iii. As at March 31, 2016, the Company has made a provision of Rs. 54000 thousands towards litigation reserve based on actuarial

estimates and the same is included as a part of IBNR reserves.

3. Encumbrances on Assets

The assets of the Company are free from all encumbrances. The Company has all assets within India.

4. Estimated Amount of Commitments made and Outstanding for:

(Rs. ‘000)


Loans - -

Investments - -

Fixed Assets (Net of advances) 8202 21265

5. Claims, less Reinsurance paid to Claimants:

(Rs. ‘000)

Class of Business

As at As at As at As at

31.03.2016 31.03.2015 31.03.2016 31.03.2015

Health 2215083 1772790 - -

Personal Accident 1659 6697 -

Total 22,16,742 17,79,487

6. Age-wise Breakup of Claims Outstanding*:

(Rs. ‘000)

Class of Business

As at As at As at As at

31.03.2016 31.03.2015 31.03.2016 31.03.2015

Health 3183 - 1,39,178 61498

Personal Accident - - - 482

Total 3183 1,39,178 61,980

*Excluding IBNR provisions

Outstanding for six months or lessOutstanding for more than six months

In India Outside India

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7. Claims Settled and Remaining Unpaid for a period of more than six months :

(Rs. ‘000)

Class of Business As at 31.03.2016 As at 31.03.2015

Health - -

Personal Accident - -

8. Number of Claims intimated, disposed of and pending:

Particulars

Health Personal Total Health Personal TotalAccident Accident

Claims pending at the beginning 2926 3 2929 3560 - 3560

Claims intimated 60261 14 60275 62366 59 62425

Claims paid 52840 10 52850 50705 26 50731

Claims rejected 8215 7 8222 12295 30 12325

Claims pending at the closing 2132 - 2132 2926 3 2929

Ageing of Pending Claims

Particulars

Health Personal Total Health Personal TotalAccident Accident

1 month 1843 - 1843 2735 2 2737

1-3 months 229 - 229 189 1 190

3-6 Months 55 - 55 2 - 2

6 months – 1 year 4 - 4 - - -

>1 year 1 - 1 - - -

Total 2132 - 2132 2926 3 2929

9. (a) Premium less Reinsurance Written During the Year:

(Rs. ‘000)

Class of Business

Year ended Year ended Year ended Year ended 31.03.2016 31.03.2015 31.03.2016 31.03.2015

Health 4512797 3530241 - -

Personal Accident 2731 4161 - -

Total 4515528 3534402 - -

(b) No premium income is recognized on “Varying Risk Pattern” basis.

10. Extent of Risk Retained and Reinsured:

Class of Business

Year ended Year ended Year ended Year ended 31.03.2016 31.03.2015 31.03.2016 31.03.2015

Health 94.90% 94.88% 5.10% 5.12%

Personal Accident 59.75% 69.18% 40.25% 30.82%

As at 31.03.2016 As at 31.03.2015

As at 31.03.2016 As at 31.03.2015

Risk Retained Risk Reinsured

In India Outside India

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11. Age-wise Analysis of the Unclaimed Amount of the Policyholders

(Pursuant to IRDAI Circular No. IRDAI/F&I/CIR/CMP/174/11/2010 dated November 04, 2010)

(Rs. ‘000)

Particulars Total

Amount 1-6 7-12 13-18 19-24 25-30 31-36 >36

Claims settled but not paid to the - - - - - - - -

policyholders / insured due to any (-) (-) (-) (-) (-) (-) (-) (-)

reasons except under litigation from

the insured / policyholders

Sum due to the insured / policyholders - - - - - - - -

on maturity or otherwise (-) (-) (-) (-) (-) (-) (-) (-)

Excess collection of the premium / 4435 4146 289 - - - - -

tax or any other charges which is (2475) (2475) (-) (-) (-) (-) (-) (-)

refundable to the policyholders either as

terms of conditions of the policy or as per

law or as may be directed by the

Authority but not refunded so far

Cheques issued but not 21140 1872#* 3387* 2161* 3397* 1699* 2114* 6510*

encashed by the policyholder/ insured (19546) (4514) (3784) (2414) (2211) (2391) (1299) (2933)

Figures in brackets are for previous year,

* These are stale cheques disclosed in ‘Unclaimed amount of policyholders’/insured’ line in Schedule-13

# Cheques issued which are within the validity period but not yet presented for payment by the policyholders/insured

12. Reserve for Unexpired Risk (URR)

The Company has created the Reserve for Unexpired Risk (URR) as at the end of the Accounting period based on the 1/365 method in the health segment as per IRDAI Circular No. IRDAI/F&I/CIR/015/02/2011 dated February 02, 2011. Further URR on the basis of 1/365 method is higher than the URR based on Section 64V(1)(ii)(b) of the Act.

13. Premium Deficiency Reserve

The Appointed Actuary has reviewed the expected claims ratio including claims related expenses for all business segments. The expected claims ratios for all the segments are well within 100%, thus, no premium deficiency reserve has been created for any segment.

14. Investments

There are no contracts outstanding in relation to Purchases where deliveries are pending and Sales where payments are overdue respectively. All the investments are made in accordance with Insurance Act, 1938 and IRDAI (Investment) Regulations, 2000 and are performing assets. The Company does not have any investment in Real Estate as at March 31, 2016 or March 31, 2015.

The historical cost of investments in mutual funds which have been valued on fair value basis is Rs. 552095 thousands (Previous year Rs. 174952 thousands)

Investments made pursuant to Section 7 of Insurance Act 1938, are as follows:

(Rs. ‘000)


6.25% GOI CG 02-01-2018 (Refer Schedule – 8) - 47434

8.07% GOI CG 03-07-2017 (Refer Schedule – 8) - 50871

These investments are held in the Constituent Subsidiary General Ledger account with The Hongkong and Shanghai Banking Corporation Limited.

Age-wise Analysis (in months)

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15. Managerial Remuneration

(Rs. ‘000)

Particulars Year ended Year ended

31.03.2016 31.03.2015

Salaries & Allowances 16673 38613

Contribution to Provident and other funds 338 611

Perquisites 811 72

Total 17822 39296

Out of the above Rs. 6,125 thousands (Previous year Rs. 15,000) remuneration for Managing Director has been charged to Revenue Accounts and balance has been transferred to Profit and Loss account. Expenses towards gratuity funding and leave encashment provisions are determined actuarially on an overall Company basis annually and accordingly have not been considered in the above information.

16. Former Chief Executive Officer’s Remuneration

Dr. Damien Marmion was the CEO of the Company from January 1, 2009 to August 2nd, 2012. In March 2014, the Company had filed an application with IRDAI for approval of revision in the remuneration of Dr. Damien Marmion, relating to his entitlement for the payment of bonus of Rs. 9111 thousands for the period January 1, 2012 to July 31, 2012 and long term incentive of Rs. 16881 thousands pertaining to his tenure with the Company. As the aforesaid approval is still awaited from IRDAI, these amounts are appearing as liability in Schedule 13 and would be paid by the Company as and when such approval is received from IRDAI.

17. Expenditure in Foreign Currency (On accrual basis)

(Rs. ‘000)

Particulars Year ended Year ended

31.03.2016 31.03.2015

Software License Fees 20488 14896

Professional fees 4017 3764

Travelling 1839 4040

Sitting Fees 1600 -

Membership & Subscription 554 581

Total 28498 23281

18. Operating Lease Commitments

The Company has taken on lease office premises under various agreements with various expiration dates extending upto 9 years. Lease payments made under operating lease agreements have been fully recognized in the books of accounts. The lease rental charged under operating leases during the current year and maximum obligation on such leases at the balance sheet date are as follows:

(Rs. ‘000)

Particulars As at As at

31.03.2016 31.03.2015

Payable not later than one year 83005 85652

Payable later than one year but

not later than five years 286645 320508

Payable later than five years 91058 159423

Total 460708 565583

Aggregate lease rentals charged to Revenue Accounts is Rs. 95238 thousands (Previous year Rs. 94144 thousands) and there are no sub leases.

19. Foreign Currency Exposures

Foreign currency exposures which are not hedged as at the Balance Sheet date are:

(Rs. ‘000)

Particulars As at As at

31.03.2016 31.03.2015

Payable in Indian Rupee - -

Payable in GBP - -

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20. Related Parties & Transactions:

(i) As per the Accounting Standard (AS) 18 on ‘Related Party Disclosures’, the related parties of the Company are as follows:

S.N. Description of Relationship Name of Party

(a) Holding Company Max India Limited

(b) Fellow Subsidiaries Max Life Insurance Company Limited

Max Neeman Medical International Limited

Max Neeman Medical International Inc, USA


Max Ateev Limited

Max UK Limited, UK


Max One Distribution and Services Limited

Antara Senior Living Limited

Antara Gurgaon Senior Living Limited

Antara Purukul Senior Living Pvt. Limited

(c) Investing Party Bupa Singapore Holdings Pte Limited

(d) Key Management Personnel (KMP) Mr. Ashish Mehrotra, Managing Director and CEO

(ii) Details of transaction with related parties for the year ended March 31, 2016 are given below:

(Rs. ‘000)

Particulars Holding Company Fellow Subsidiaries

Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended

31.03.2016 31.03.2015 31.03.2016 31.03.2015 31.03.2016 31.03.2015 31.03.2016 31.03.2015

INCOME

Premium from direct business written - - - 5 - - - -

Others income

(Reimbursement of Expenses) 1017 - - - 6551 1792 - -

Total 1017 - - 5 6551 1792 - -

EXPENSES

Rent, rates and taxes - - 2909 2292 - - - -

Training expenses - - 15664 - - - - -

Legal and Professional charges 457 585 4333 2539 - - - -

Employees’ remuneration and welfare benefits - - - - - - 17822 39296

Insurance premium 416 374 1390 1969 - - - -

Others 1593 523 34 - - - - -

Total 2466 1482 24330 6800 - - 17822 39296

ASSETS

Other Receivable - 26 - 93 6551 - - -

Total - 26 - 93 6551 - - -

LIABILITIES

-Share Capital 795500 899100 - - 279500 315900 - -

Other payables - 177 10682 229 - - - -

Total 795500 899277 10682 229 279500 315900 - -

Key Management Personnel(including relatives)

Investing Party

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21. Segment Information

a) Business Segments

The Company’s primary reportable segments are identified in accordance with the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor’s Report of Insurance Companies) Regulations 2002. Segment revenue and segment results have been incorporated in the financial statements. However, due to the nature of the business, segment assets and liabilities have been allocated to the various segments to the extent possible.

(Rs. ‘000)

Year ended 31.03.2016

Particulars Health Personal Accident Total

Segmental Revenue 41,83,204 2,656 41,85,860

Segmental Result (8,14,268) (419) (8,14,687)

Segmental Liabilities 4,361,341

Premium Received in Advance 34,088 - 34,088

Net Claims Outstanding (including IBNR) 4,95,414 235 4,95,649

Reserve for Unexpired Risk 26,23,202 1,258 26,24,460

Unallocated Liabilities 12,07,144

- Sundry Creditors - - 8,42,190

- Agents’ Balances - - 45,757

- Balances due to Other Insurance Companies - - 81,837

- Others - - 2,37,360

Segmental Assets 64,51,194

Outstanding Premium 37,197 - 37,197

Unallocated Assets 64,13,997

- Investments - - 56,64,542

- Fixed Assets - - 2,33,963

- Cash and Bank Balances - - 1,32,579

- Advances and Other Assets - - 3,82,913

(Rs. ‘000)

Year ended 31.03.2015

Particulars Health Personal Accident Total

Segmental Revenue 33,21,956 9,918 33,31,874

Segmental Result (10,49,479) (667) (10,50,146)

Segmental Liabilities 33,91,013

Premium Received in Advance 28,207 - 28,207

Net Claims outstanding (including IBNR) 3,71,220 945 3,72,165

Reserve for Unexpired Risk 20,39,090 937 20,40,027

Unallocated Liabilities 9,50,614

- Sundry Creditors - - 6,14,481

- Agents’ Balances - - 50,672

- Balances due to Other Insurance Companies - - 69,079

- Others - - 2,16,382

Segmental Assets 50,88,726

Outstanding Premium 76,453 - 76,453

Unallocated Assets - - 50,12,273

- Investments - - 43,00,315

- Fixed Assets - - 3,21,266

- Cash and Bank Balances - - 1,19,379

- Advances and Other Assets - - 2,71,313

b) Geographical Segment

Since the Company’s entire business is conducted within India, there is no reportable Geographical Segmentation for the year.

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22. Employee Benefits

A. Defined Contribution Plans – Provident Fund

During the year the Company has recognized the following amounts in the Revenue/Profit and Loss Account:

(Rs. ‘000)

Provident Fund Year Ended Year Ended 31.03.2016 31.03.2015

Employers Contribution to Provident Fund* 36002 35968

*Included in Employees’ remuneration and welfare benefits in Schedule 4 of the Revenue Account.

B. Defined Benefit Plans – Gratuity

The gratuity liability arises on retirement, withdrawal, resignation or death of an employee. The aforesaid liability is calculated on the basis of actuarial valuation as per the projected unit credit method. The Gratuity plan has been funded through a policy taken from Max Life Insurance Company Limited. Disclosure as per AS-15 (Revised) on ‘Employee Benefits’ is as under:

I. Assumptions Used:


Mortality

Interest/Discount Rate (Per Annum) 7.25% p.a. 8.00% p.a.

Rate of increase in compensation 7.00% p.a. 7.00% p.a.

Withdrawal rate:

ii. Changes in benefit obligations:

(Rs. ‘000)

Particulars Year Ended Year Ended 31.03.2016 31.03.2015

Present value of obligations at the beginning of the year 21127 17647

Current Service Cost 6184 6457

Interest cost 1399 1554

Benefits Paid (7281) (3498)

Actuarial (gain)/loss on obligation 3373 (1033)

Acquisition/Business Combination/Divestiture 2510 -

Present value of obligations at end of year 27312 21127

Indian Assured Lives Mortality (2006-08) Ult.

Indian Assured Lives Mortality (2006-08) Ult.

40% for frontline staff and 20% for other staff

40% for frontline staff and 20% for other staff

iii. Fair Value of Plan Assets:

(Rs. ‘000)

Particulars Year Ended Year Ended

31.03.2016 31.03.2015

Fair Value of Plan Assets at beginning of year 17046 16633

Contributions 6591 665

Expected Return on Plan Assets 1253 1141

Actuarial gain / (loss) on obligation (274) 2105

Benefits Paid (7281) (3498)

Fair Value of Plan Assets at end of year 17335 17046

iv. Amounts recognized in Profit & Loss Account:

(Rs. ‘000)


Current Service Cost 6184 6457

Interest Cost 1399 1554

Expected Return on Plan Assets (1253) (1141)

Actuarial (Gain)/loss on obligation 3647 (3138)

Amount recognized in Profit & Loss Account 9977 3732

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23. Earnings Per Share

Basic earnings per equity share have been computed by dividing net profit (loss) after tax by the weighted average number of equity

shares outstanding for the year.

Particulars Units Year ended Year ended

31.03.2016 31.03.2015

a. Net profit/(loss) after tax Rs in ‘000s (684979) (933132)

b. Weighted average of number of equity shares used in No. of shares 836340 729782

computing basic earnings per share in ‘000s

c. Basic/Diluted earnings per share (a/b) Rs. (0.82) (1.28)

24. In pursuant to circular 067 dated 28th March, 2008 issued by IRDAI, following operating expenses are separately disclosed:

(Rs ‘000)

Operating expenses Year ended Year ended

31.03.2016 31.03.2015

Outsourcing Expenses 214516 124519

Marketing Support 233190 359461

Business Promotion 1385 264

25. Expenses of Management

The Company had received exemption from IRDA under the provisions of Sec 40 C (1) of the Insurance Act ,1938 read with rule 17 E of

the Insurance Rules, 1939 . The Exemption was valid for a period of 5 financial years staring from FY 2010-11 to FY 2014-15. The

Company has represented to General Insurance Council and is in the process of seeking IRDA approval for exemption from complying

with requirement of Section 40 C (1) of Insurance Act, 1938 read with rule 17E of the Insurance Rules 1939 for the FY 2015-16.

v. Amounts recognized in Balance Sheet:

(Rs. ‘000)


Present value of obligations at end of Year 27312 21127

Fair Value of Plan Assets at end of Year 17335 17046

Funded Status (Deficit)/Surplus (9977) (4081)

Net Asset/(Liability) recognized in the balance sheet (9977) (4081)

vi. Balance Sheet Reconciliation:

(Rs. ‘000)


Opening Net Liability/(Asset) 4081 1014

Expenses recognized in Profit & Loss Account 9977 3732

Contribution Paid (6591) (665)

Acquisition/Business Combination/Divestiture 2510 -

Closing Net Liability/(Asset) 9977 4081

As the Gratuity Fund is managed by Max Life Insurance Company Limited, details of investments are not available with the Company.

C. Other Long Term Benefits:

The Company has recognized liability towards cost of accumulating compensated absences of Rs. 25415 thousands (Previous year Rs. 23623 thousands) and long term incentives of Rs. 110504 thousands (Previous year Rs. 54771 thousands) on an accrual basis as per Accounting Standard-15 (Employee Benefits).

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26. Sector Wise Business

Disclosure of Sector wise business based on Gross Direct Written Premium (GWP) as per Insurance Regulatory and Development

Authority (Obligations of Insurers to Rural or Social Sectors) Regulations 2002, as certified by the management, is as under:

Business Sector

GWP % of GWP GWP % of GWP

(Rs.’000s) (Rs.’000s)

Rural 302506 6.35% 146508 3.93%

Urban 4456863 93.62% 3579354 96.05%

Social Sector Year ended Year ended

31.03.2016 31.03.2015

Number of lives 197186 197392

GWP (Rs.’000s) 8022 31 3 3

27. Disclosure of Fire and Marine Revenue accounts:

As the Company operates in single insurance business class viz. Health Insurance Business, the reporting requirements as

prescribed by IRDAI with respect to presentation of Fire and Marine Insurance revenue accounts are not applicable.

28. Micro Small and Medium Enterprises

There is no Micro, Small and Medium Enterprise to which the Company owes dues, which are outstanding for more than 45 days

during the year ended March 31, 2016 and March 31, 2015. This information as required to be disclosed under Micro, Small and

Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of

Year ended 31.03.2015Year ended 31.03.2016

information available with the Company.

29. Penal Actions Details by Various Government Authorities

IRDAI circular no 005/IRDAI/F&A/CIR/MAY-09 requires disclosure as per given format in respect of penal actions taken by various

Government Authorities.

(Rs ‘000)

Amount in Rs.

S.N. Authority Non-Compliance/ Penalty Penalty Penalty

Violation Awarded Paid Waived/

Reduced

1 Insurance Regulatory and Development Authority Non-compliance towards 2000 - -

IRDAI guidelines

2 Service Tax Authorities - - - -

3 Income Tax Authorities - - - -

4 Any Other Tax Authorities - - - -

5 Enforcement Directorate / Adjudicating Authority /

Tribunal or any Authority under FEMA - - - -

6 Registrar of Companies/ NCLT/ CLB/ Department of Corporate

Affairs or any Authority under Companies Act, 1956 - - - -

7 Penalty awarded by any Court/ tribunal for any matter including

claim settlement but excluding Compensation - - - -

8 Securities and Exchange Board of India - - - -

9 Competition Commission of India - - - -

10 Any other Central/State/local Government/ Statutory Authority - - - -

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30. Summary of Financial Statements is provided as under:

(Rs ‘000)

SN Particulars 2015-16 2014-15 2013-14 2012-13 2011-12

1 Gross Premium Written 4760092 3726574 3088549 2072184 991715

2 Net Earned Premium Income 3931095 3152364 2376598 1283719 509163

3 Income from Investments (net) 254765 179510 140690 97520 41807

4 Other Income - - - - -

5 Total Income 4185860 3331874 2517288 1381239 550970

6 Commission (Net of Reinsurance) 447973 321985 278760 128634 54969

7 Brokerage - - - - -

8 Operating Expenses 2212348 2243651 2276676 1770942 1492550

9 Claims, increase in Unexpired

Risk Reserve & Other Outgoes 2340226 1816384 1409615 750352 288573

10 Operating Profit/(Loss) (814687) (1050146) (1447763) (1268689) (1285122)

11 Total Income under Shareholders Account 129708 117014 119050 109065 96466

12 Profit /(loss) before tax (684979) (933132) (1328713) (1159624) (1188656)

13 Provision for Tax - - - - -

14 Profit/(Loss) after tax (684979) (933132) (1328713) (1159624) (1188656)

15 Miscellaneous - - - - -

16 Policyholder’s Account:

a) Total funds

b) Total Investments

c) Yield on Investments

17 Shareholder’s Account:

a) Total funds

b) Total Investments

c) Yield on Investments

18 Paid Up Equity Capital 8980000 7905000 6690000 5040000 3520000

19 Net Worth* 2089853 1697713 1421740 1171248 1064911

20 Total Assets 6451194 5088726 4242033 3148864 2285877

21 Yield on total investments 8.60% 9.10% 8.80% 8.90% 8.50%

22 Earning Per Share** (Rs.) (0.82) (1.28) (2.29) (2.57) (3.95)

23 Book value per Share (Rs.) 2.33 2.15 2.13 2.32 3.03

24 Total Dividend - - - - -

25 Dividend Per share - - - - -

* Including Fair Value Change Account

** Weighted average of number of equity shares i.e. 836340 thousands (Previous year 729782 thousands) is used in computing

Earnings per share

Not Applicable being General

Insurance Company


Insurance Company


Insurance Company


Insurance Company


Insurance Company


Insurance Company


Insurance Company


Insurance Company


Insurance Company


Insurance Company

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31. Accounting Ratios is provided as under:

Performance Ratios 2015-16 2014-15 2013-14 2012-13 2011-12

(in times) (in times) (in times) (in times) (in times)

Gross Premium Growth Rate (Overall) 1.28 1.21 1.49 2.09 3.88

Gross Premium Growth Rate (Health) 1.28 1.21 1.48 2.09 3.88

Gross Premium Growth Rate (Personal Accident) 0.76 0.45 1.00 - -

Gross Premium to Net Worth Ratio 2.28 2.20 2.17 1.77 0.93

Growth Rate of Net Worth 0.23 0.19 0.21 0.06 (0.05)

Net Retention Ratio (Overall) 0.95 0.95 0.95 0.88 0.90

Net Retention Ratio (Health) 0.95 0.95 0.95 0.88 0.90

Net Retention Ratio (Personal Accident) 0.60 0.69 0.78 - -

Net Commission Ratio (Overall) 0.10 0.09 0.09 0.07 0.06

Net Commission Ratio (Health) 0.10 0.09 0.09 0.07 0.06

Net Commission Ratio (Personal Accident) 0.00 (0.00) 0.10 - -

Expenses of Management to Gross Direct Premium 0.57 0.66 0.74 0.85 1.51

Combined Ratio 1.18 1.30 1.45 1.63 1.71

Technical Reserves to Net Premium Ratio 0.69 0.68 0.67 0.71 0.72

Underwriting Balance Ratios (0.27) (0.33) (0.61) (0.99) (1.44)

Operating Profit Ratio (0.21) (0.28) (0.56) (0.90) (1.33)

Liquid Assets to Liability Ratio 0.70 1.83 1.76 2.05 2.97

Net Earnings Ratio (0.15) (0.26) (0.45) (0.64) (1.33)

Return on Net Worth (0.33) (0.55) (0.93) (0.99) (1.12)

Reinsurance Ratio 0.05 0.05 0.04 0.12 0.10

Claims incurred 0.60 0.58 0.59 0.58 0.57

Solvency Ratio 2.16 2.10 2.13 2.12 1.91

32. Additional disclosure pursuant to clause 7.1 (g) of Corporate Governance guidelines issued by the IRDA on August 5, 2009

(Rs ‘000)

Name of the Auditor Services Rendered FY 15-16 FY 14-15

S.R. Batliboi & Associates LLP ICFR Certification and Consolidation pack as per revised

Schedule VI for Holding company 1100 -

Nangia & Co Tax Audit, Certification and Tax Consultancy 1010 80

33. Corporate Social Responsibility

The Company is not required to constitute a CSR Committee as the Company does not fulfill the conditions given under Section 135 of the Companies Act, 2013.

34. Pending Litigations

The Company's pending litigations comprise of claims against the Company primarily by the customers and proceedings pending with Tax authorities. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed the contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a material adverse effect on its financial results at March 31, 2016. Refer note 1 for details on contingent liabilities and note 2 for litigation reserve.

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As per our report of even date For and on behalf of the Board of Directors

Max Bupa Health Insurance Company Limited

DirectorK. Narsimha Murthy Rajesh SudDIN – 00023046 DIN: 2395182

Company Secretary CEO & Managing Rajat Sharma Director Membership No. – FCS 7069 Ashish Mehrotra

DIN – 07277318

Appointed Actuary Chief Financial OfficerBiresh Giri Rahul AhujaMembership No. 00061

Date: May 06, 2016Place: Delhi

35. Comparative Figures

Previous year figures have been regrouped/reclassified, wherever considered necessary, to conform to current year’s classification.

S.N. Regrouped to Regrouped from Amount Reason

1 Claims Incurred (Net) Operating Expenses related to 83284 Claim handling expenses have been regrouped fromInsurance Business Operating Expenses to Claims incurred

2 Other Assets Current Liabilities 4918 Cenvat credit related to Service Tax have been regruouped from Current Liabilities to Other Assets

3 Other Assets Current Liabilities 5695 Service Tax deposited on account of Unallocated Premium have been regrouped fromCurrent Liabilities to Other Assets

36. The figures of financial year ended March 31, 2015 were audited by a firm of Chartered Accountants other than S.R. Batliboi & Associates LLP.

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M A N A G EM EN T R EP O RT

In accordance with the provisions of the Insurance Regulatory and Development Authority (IRDA) (Preparation of Financial Statements and Auditor’s

Report of Insurance Companies) Regulations, 2002 (the Regulation) Management Report is submitted for the year ended 31st March 2016:

1. It is confirmed that the registration certificate granted by the Insurance Regulatory and Development Authority has been renewed and valid

up to March 31, 2016.

2. It is certified that all the dues payable to the statutory authorities due up to March 31, 2016 have been duly paid.

3. It is confirmed that the Indian and Foreign shareholding pattern during the year ended March 31, 2016 is in accordance with the statutory

and regulatory requirements.

4. It is hereby declared that management has not directly or indirectly invested outside India the funds of the holders of policies issued in India.

5. The Company is maintaining the required solvency margins under the Insurance Act, 1938.

6. It is certified that the values of all the assets have been reviewed on the date of Balance Sheet and in management’s belief, the assets set

forth in the Balance sheet are shown in the aggregate at amounts not exceeding their realizable or market value under the heading -

“Loans”, ”Investments,(wherever applicable) ”Agents Balances”, “Outstanding Premiums”, “Interest, Dividend and Rents Outstanding”,

“Interest, Dividends and Rents accruing but not due”, “Amounts due from other persons or Bodies carrying on insurance business”,

“Sundry Debtors“, “Bills Receivable”, ”Cash” and several items specified under “other Accounts”.

7. The Investment Risk is managed by creating a portfolio of different asset classes and of varied maturities so as to spread the risk across a

wide category of Investee companies. The Company has constituted an Investment Committee, which acts as the policy making body for

the Investment operations. The Investment Committee lays down various internal policies and norms governing the functioning of the

Investment Department. The Investment Committee periodically discusses the Investment strategy, portfolio structures, performance of

the portfolio and related issues. The Investment policy is reviewed regularly in order to align the same with the Company business plans.

8. It is confirmed that there were no operations of the Company outside India during the year ended March 31, 2016.

9. Ageing of claims outstanding and trends in settlement of claims are given below:-

FY 2015-16 FY 2014-15 FY 2013-14

Amount of Payment duringthe Financial Year

Nature of PaymentEntity in which Director is Interested

FY 2012-13 FY 2011-12

No. Ofclaims

No. Ofclaims

No. Ofclaims

No. Ofclaims

No. Ofclaims

AmountInvolved

AmountInvolved

AmountInvolved

AmountInvolved

AmountInvolved

(Amount Rs.’000s)

(Amount Rs.’000s)

1 month 1843 124837 2737 198391 2231 77563 1406 36950 710 47650

1-3 months 229 18364 190 15982 1246 32514 323 23389 131 7223

3–6 Months 55 4156 2 78 83 334 32 2772 27 1330

6 Months – 1 Year 4 3054 - - - - - - 1 400

1 Year – 5 Years 1 129 - - - - - - - -

5 Years & above - - - - - - - - - -

10. As at March 31, 2016, the investments of the Company are mainly in Debt Securities, Bank Deposits, Mutual Funds and CD/CP’s. As per

the IRDA guidelines, all debt securities are considered as held to maturity and valued at historical cost subject to amortization. Further, the

market value for debt securities as at March 31, 2016 has been calculated as per guidelines issued by Fixed Income Money Market &

Derivatives Association (FIMMDA).

Acquisition cost of Debt Securities is Rs. 3867723 thousands (Previous year Rs. 2573730 thousands), amortized value is Rs. 3885269

thousands (Previous year Rs. 2596426 thousands) and market value at Rs. 3950777 thousands (Previous year Rs. 2656116 thousands).

11. Investments are in accordance with the Insurance Act, 1938 and Insurance Regulatory & Development Authority (Investment) Regulations,

2000. Investment Portfolio consists of Central Government Securities, Infrastructure Bonds (AAA), Housing Sector Bonds (AAA), Certificate

of Deposit/Commercial Papers with A1+/P1+/PR1+ ratings, Liquid Mutual Funds and Deposits with various Scheduled Banks. There is no

Non Performing Asset as at March 31, 2016.

12. Payments made to companies and organizations in which directors are interested are as under:

SN

1 Max India Limited Legal & Professional fees, Insurance Premium

and Employee transfer In/Out

2 Max Life Insurance Company Limited Rent, Professional fee and Insurance premium 7553

3 Max Healthcare Institute Limited Claim Payment 48920

4 NIIT Technologies Limited Legal and Professional charges 3907

5 Max Skill First Limited Training exps 15663

6 Max One Distribution and Services Limited Professional fees 1113

7 Bupa Finance Plc, UK -

2466

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M A N A G EM EN T R EP O RT

13. It is hereby confirmed:

a. That the Financial Statements have been prepared in accordance with generally accepted accounting principles and policies,

applicable accounting standards and current practices prevailing in the insurance industry and there are no material departures.

b. That the management has adopted accounting policies and applied them consistently and made judgments and estimates that are

reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of

the operating Profit or Loss of the Company for the year

c. That the management has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with

the applicable provisions of the Insurance Act 1938 (4 of 1938) and Companies Act 2013 for safeguarding the assets of the Company

and for preventing and detecting fraud and other irregularities.

d. That the management has prepared the financial statements on a going concern basis.

e. All the expenses which have been incurred in relation to Miscellaneous - “Health “Insurance business, have been appropriately

reported in Revenue Account.


Director CEO & Managing DirectorK. Narsimha Murthy Ashish Mehrotra DIN - 00023046 DIN - 07277318

Company Secretary Chief Financial OfficerRajat Sharma Rahul AhujaMembership No. - FCS 7069

Date: May 06, 2016Place: Delhi

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A N TA R A S E N I O R

L I V I N G L I M I T E D

Your Directors have the pleasure in presenting the Fifth Annual Report together with the Audited Accounts for the financial year ended March 31, 2016.

Financial Performance

The financial highlights of your Company for the year under review are given below:

(Rs. in Lacs)

For the year ended For the year endedMarch 31, 2016 March 31, 2015

Total Income 1630.08 1164.50

Total expenses 2160.81 1772.81

EBITDA (530.73) (608.31)

Less: Depreciation 152.25 116.06

Less: Finance cost 1.59 2.71

Profit / (Loss) Before Tax (684.57) (727.08)

Less : Tax expense - -

Profit / (Loss) After Tax (684.57) (727.08)

During the year under review, the Company registered a net loss amounting to Rs. 684.57 Lacs. The Company is incurring expenditure on marketing and promoting the “Antara” brand as well as its first residential senior living community at Dehradun, being developed by its subsidiary company, Antara Purukul Senior Living Limited (‘APSLL’). Whilst the income of the Company has increased by Rs. 466 lacs during the year, expenses for additional team, operations and administration costs have also increased by Rs. 388 lacs which was necessary due to the depressed real estate market conditions.

Key Operational Developments of Financial Year 2015-16

The development of first senior living community by APSLL has been the key focus of the Company during the Financial Year 2015-16. The measures taken in this regard are as follows:

1. Assisting APSLL in brand building and marketing initiatives in developing the Community.

2. Facilitating the operations strategy & pre-operations planning.

3. Developing an integrated technology platform to help drive efficiency in corporate systems and processes.

We are pleased to report that there has been good progress on all of these fronts.

Brand Building and Marketing Initiatives

Your Company had started bookings for the Dehradun Community in May 2013 and has over the 36 months built a robust engine to develop the “Antara” brand and engage with potential residents through a highly interactive process. In line with its vision, your Company’s signed-on residents today exemplify a genre of seniors who are progressive and passionate for embracing new experiences. Over the past year, your Company has pursued diverse marketing and brand building initiatives, customer acquisition events and activities. The results of this has seen a quarter on quarter growth in booking velocity rate from 1.7 per month in March 2015 to 4.1 in December 2015. However, the last quarter has seen a drop in booking velocity to 1.3 per month.

The lead generation and brand building initiatives include well planned campaigns over print and digital media, advertorials, and resident & client events. This included advertorials in HT Brunch, Time Magazine, Gymkhana Club Magazine and Jetwings. For the 1st time ever, your Company featured real life story of the residents through an advertorial. Further, lead generation events at Modern, Stephens Alumni meets, Delhi Gymkhana, Art Exhibitions and

Chandigarh Golf Club were conducted. Interactions were held with regional press in Chandigarh, Dehradun and national press in the capital.

The last year has also seen a renewed focus on data analytics with the successful implementation of an enterprise wide Microsoft Dynamics CRM. The Company’s latest version of blog was also launched. At the social media end, your Company continues to engage with its followers on Facebook and Youtube. Your Company aims to make its residents as its brand ambassadors and the work towards this has successfully started.

Operational Initiatives

The hallmark of successful high quality service delivery is proper and preparatory works. Your Company has through APSLL hired team members across various functions such as Housekeeping, Security & Engineering, Food & Beverage, Resident Services and Lifecare. During the Financial Year 2015-16, the key focus of the operations team was towards activities pertaining to club house operations, housekeeping, engineering, lifecare center, procurement, learning and development of teams to be hired.

The operations team has also been working very closely with the projects team to be part of its quality journey, as each space within the Community moves from civil to finishing activities. Your Company expects to send the welcome letters to the residents in August’16, team induction in September’16 and soft launch around Diwali in October’16.

Corporate Systems and Processes

A dedicated team of 97 team members has been created to cater to variety of business functions. Majority team members have been inducted for Dehradun Community and are now expected to be in the operations team. The constant endeavors have been made by your Company on implementation of the best practices in talent acquisition, on-boarding & induction, talent management, governance, recognition, appreciation and benefits to team members.

Your Company has already implemented an industry standard CRM based on Microsoft Technologies which has set the foundation for data and analytics for better resident awareness. It will be embarking on ERP related works later this year.

Industry Outlook

Senior living as an industry category is witnessing growth phase with existing players trying to step up and develop higher value products as well as new entrants trying to launch their first senior living ventures. While most of the offerings in the market continue to be delivered as real estate products by traditional real estate developers, there are instances where non real estate players have started venturing into senior living. In terms of size of units, while most of the early communities were of a size of 100 – 200 units, some of the new communities have started constructing over 400 units. The average price point in the market is also witnessing an upward trend with the concept gaining popularity in the mind space of seniors. Senior living continues to be more acceptable as a concept in South and West India with established players expanding to do more projects in their respective regions. However, there are new projects which are coming up in East and North India as well. As per our estimates, there are 10 serious players in the senior living sector in India and about 40 new entrants trying to create their first community.

Future Outlook

Over the course of Financial Year 2016-17, your Company’s focus will be towards successfully launching the Dehradun Community, seamlessly migrating from executing the project to taking good care of the residents in Dehradun Community. Your Company will continue to build its brand positioning and product awareness amongst the

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target clients by various public relation initiatives, events and activities to generate clients leads and will create engagement programmes for signed-on residents.

Your Company will also take steps in Financial Year 2016-17 towards charting a clear roadmap for future communities and other avenues of business growth.

Dividend

Your Directors have not recommended any dividend for the year under review in view of loss incurred by the Company.

Share Capital

During the period under review, there had been no change in the Share Capital of the Company.

As on date, the capital structure of the Company is as under:

The authorised share Capital is Rs. 2,76,00,00,000/- divided into 80,00,000 equity shares of Rs. 10/- each and 2,68,00,000 compulsorily convertible preference shares of Rs. 100/- each.

The paid-up share capital of the Company as on date is Rs. 1,527,141,700/-divided into 80,00,000 equity shares of Rs. 10/- each and 14,471,417 compulsorily convertible preference shares of Rs. 100/- each. The entire paid up share capital is held by Max India Limited (erstwhile Taurus Ventures Limited).

Changes in Holding Company

Max India Limited, the holding company of your Company got restructured during the previous year. The Hon’ble High Court of Punjab and Haryana at Chandigarh approved the Composite Scheme of Arrangement between Max India Limited, Taurus Ventures Limited (“TVL”) and Capricorn Ventures Limited (hereinafter referred to as “the Composite Scheme”), on December 14, 2015.

As per the Composite Scheme of Arrangement, Max India Limited has been demerged into 3 different entities namely Max Financial Services Limited (erstwhile Max India Limited), TVL (now known as Max India Limited) and Max Ventures and Industries Limited (erstwhile Capricorn Ventures Limited). The name of TVL was changed to Max India Limited w.e.f. February 12, 2016. TVL is engaged inter alia in the activity of providing management consultancy services and holding, making and nurturing of investments in health and allied activities, which includes senior living activities conducted through your Company and its subsidiaries.

The Board of Directors of the Company in their meeting held on May 9, 2016 had approved the request received for transfer of entire Shareholding from Max Financial Services Limited (erstwhile Max India Limited) to Max India Limited (erstwhile TVL). Thus, the holding company of your Company is Max India Limited (erstwhile TVL) instead of Max Financial Services Limited (erstwhile Max India Limited). The shares of Max India Limited were listed on Bombay Stock Exchange and National Stock Exchange effective July 14, 2016.

Transfer To Reserves

The Company does not propose to transfer any amount to the reserves.

Material Change affecting the Financial Position of the Company since March 31, 2016 to the date of the report

There is no material change affecting the financial position of the Company since March 31, 2016 to the date of report.

Board of Directors

Mrs. Tara Singh Vachani has been associated with the Company since inception. The Shareholders of the Company in their meeting

held on March 19, 2015 had re-appointed her as a Manager and CEO of the Company for a term of three years effective April 1, 2015 and upto March 31, 2018.

Mrs. Vachani has been the founder member of the Company and had conceived the idea of developing senior living communities in India in the year 2010. With maturity, passion, drive and commitment, she has consistently addressed challenges and critical issues, built a high quality team and has curated the development of Antara’s first senior living community which will become operational this year. The quality of the customer base and character of the community is a testimony to the brand and reputation that the Company is building as the pioneer of high quality senior living in India.

Keeping in view the performance of Mrs. Vachani and based on the recommendations of Nomination and Remuneration Committee Meeting, the Board of Directors in their meeting held on January 14, 2016 had approved her elevation as the Managing Director and CEO of the Company from Manager and CEO of the Company for a term of five years effective from January 14, 2016 under Section 196, 197 and 198 read with Chapter XIII- Appointment and Remuneration of Managerial Personnel and Schedule V and other applicable provisions, if any of the Companies Act, 2013.

Since Companies Act, 2013 necessitates the Managing Director to be a Director of the Company, the Board of Directors in their meeting held on January 14, 2016 had appointed Mrs. Tara Singh Vachani as an Additional Director of the Company pursuant to Section 161 of the Companies Act, 2013 and the Articles of Association of the Company.

In terms of Section 161 of the Companies Act, 2013, Mrs. Tara Singh Vachani can hold office of Director, up to the date of the ensuing Annual General Meeting. As required under Section 160 of the Companies Act, 2013, a notice in writing has been received from Mr. AVK Rao, Member of the Company along with requisite deposit, proposing candidature of Mrs. Tara Singh Vachani for the office of Director of the Company.

Accordingly, Mrs. Vachani’s appointment as a Director liable to retire by rotation and further Managing Director and CEO of the Company is included in the notice of Annual General Meeting of the Company.

Further, in accordance with the requirement of the Companies Act, 2013, Mr. Mohit Talwar and Mr. Rohit Kapoor are the directors liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re–appointment. The Board recommends their re-appointment.


The Company has received declarations from Mr. Pradeep Pant and Mrs. Sharmila Tagore, Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under Section 149 of the Companies Act, 2013.

Further, the code of conduct for independent directors specifying their roles, rights, responsibilities in the Company, business model of the Company and related matters are put up on the website of the Company at the link <http: www.antaraseniorliving.com>.

Board Evaluation

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committee and Individual Directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by entire Board excluding the Director being evaluated.

In this regard, the Board had on the recommendation of the Nomination and Remuneration Committee, in its meeting held on April 18, 2016 adopted the same framework as adopted previously since entire Board has been already conversant with the procedure

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of evaluation.

Based on the said Evaluation Framework, the evaluation of independent directors have been carried out by the entire Board and that of Chairperson and non-independent directors were carried out by the Independent Directors. Separate exercise has been carried out to evaluate the performance of individual directors on various parameters such as attendance, contribution at the meetings etc.

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors including Managing Director, Chairperson of the Board and Independent Directors by seeking their inputs on various aspects of Board/Committee Governance. The aspects covered in the evaluation framework included the contribution to and monitoring of governance practices, participation in the long-term strategic planning and the fulfilment of Directors' obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings.

The review concluded by affirming that overall the Board as a whole as well as its Chairman, all of its members individually and the Committees of the Board have been able to discharge their responsibilities diligently. It further acknowledged that Board/Committees were able to effectively provide strategic directions to the Company on key decisions impacting the performance of the Company.

Policy on Qualification and Remuneration for the Directors, Key Managerial Personnel and Other Employees

During the period under review, no change has been brought to the Policy framed for determining qualifications, positive attributes and independence of a Director and remuneration for the Directors, Key Managerial Personnel and other employees.

The Policy is attached herewith marked as Annexure 1.

Audit Committee

There has been no change in the composition of the Audit Committee. Its members are as follows:

1) Mr. Pradeep Pant (Chairman)

2) Mrs. Sharmila Tagore

3) Mr. Rohit Kapoor

Nomination and Remuneration Committee

There has been no change in the composition of the Nomination and Remuneration Committee. Its members are as follows:

1) Mr. Rahul Khosla (Chairman)

2) Mr. Pradeep Pant

3) Mr. Mohit Talwar



Your Company has ensured that adequate internal financial controls have been laid down in the Company. It is further ensuring that such controls are functioning effectively with reference to the financial statements. Different processes have been designed to ensure the compliance of the internal control requirements, regulatory compliance and appropriate recording of financial and operational information. During the year, such controls were tested internally and no reportable material weakness in the design or operations were observed.

During the period under consideration, your Company had provided trainings to the team members for strengthening the implementation of Internal Financial Controls in two phases i.e. induction training and refresher training.

Details Of Subsidiary Companies

The Company had following two subsidiaries as on March 31, 2016:

1. Antara Purukul Senior Living Limited

2. Antara Gurgaon Senior Living Limited

There has been no material change in the nature of the business of the subsidiaries.

Financial Performance of each of the Subsidiaries

Antara Purukul Senior Living Limited

(Rs. in Lacs)


Total Income 106.03 124.98

Total expenses 2,235.36 8626.81

EBITDA (2,129.33) (8501.83)


Less: Finance cost 1,025.01 1747.23

Less: Transferred to CWIP 0 (2732.61)

Profit / (Loss) Before Tax (2,129.33) (7536.11)

Less : Tax expense (1.46) 40.55

Profit / (Loss) After Tax (2,127.87) (7576.66)

Antara Gurgaon Senior Living Limited

(Rs. in Lacs)


Total Income Nil Nil


EBITDA (0.47) (0.66)

Less: Depreciation Nil Nil

Less: Finance cost Nil Nil


Less : Tax expense 0 0

Profit / (Loss) After Tax 0 0

The statement containing the salient features of the financial statement of the subsidiaries in the prescribed format AOC-1 is appended as Annexure–2 to this Report. The Company does not have any associate or joint venture companies.

Auditors and Auditors’ Report

Statutory Auditor

The Shareholders of the Company in their Annual General Meeting held on September 15, 2015 had appointed M/s Deloitte Haskins and Sells LLP, Chartered Accountants as the statutory auditors of the Company for a consecutive period of 5 years i.e. from Financial Year 2015-16 till 2019-20.

As per Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Statutory Auditor appointed in the Annual General Meeting shall hold office from the conclusion of that meeting till the conclusion of the sixth annual general meeting and further such appointment shall be subject to ratification in every annual general meeting by passing of an ordinary resolution.

Ratification of appointment of M/s Deloitte Haskins and Sells LLP,

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Chartered Accountants as the statutory auditors of the Company is due for the Financial Year 2016-17 and is being placed in Notice of the Annual General Meeting.

Auditors’ Report

All observations made in the Auditors’ Report and notes to the accounts are self-explanatory and do not contain any adverse remarks or qualification from the Auditors and thus not call for any further comments under Section 134 of the Companies Act, 2013.

Secretarial Auditor

The Board in its meeting dated January 14, 2016 had appointed M/s Nityanand Singh and Co., Company Secretaries to conduct Secretarial Audit for the financial year 2015–16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure 3 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

Disclosures:

Number of Meeting of Board of Directors

During the year under review, the Board of Directors duly met 4 times on 18.05.2015, 24.07.2015, 28.10.2015 and 14.01.2016 in respect of which proper notices were given and the proceedings were properly recorded and signed in the minutes book maintained for the purpose.

Particulars of the Loans Given, Investment or Guarantees Under Section 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Particulars of Contracts or Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were presented to the Audit Committee and noted by the Board.

List of all the related party transactions entered by the Company during the financial year 2015-16 is annexed herewith marked as Annexure 4 to this Report.

Risk Management Policy

Your Company has been adhering to the Risk Management Policy adopted for assessing the key risks faced by the organization such as strategic, financial, credit, market, liquidity, information technology, legal, regulatory and other risks. It encompasses the practices relating to the identification, analysis, evaluation mitigation and monitoring the strategic, external and internal risks to achieving its key business objectives. Every quarter, the Audit Committee review the principal risks and uncertainties that can impact the ability of the Company to achieve its strategic objectives and seeks measures to minimize the adverse impact of these risks.

Conservation of Energy and Technology Absorption

Your Company has been constantly taking measures in view of conservation of energy and technology absorption which are enumerated as follows:

• Variable Frequency Drives have been planned to save more energy for operating motors and lifts.

• Water efficient sanitary fixtures to reduce potable water usage.

• Native plant species selected for landscaping to reduce potable water requirement.

• Solar water heating panels to cater to 20% of hot water requirement.

• LED based lighting in high usage common areas to optimize power

consumption.

• 100% wastewater treatment at the zero discharge site has been planned to prevent release of any harmful or toxic material.

• Energy efficient buildings using low embodied energy building materials.

Foreign Exchange Outgo

(Rs. in Lacs)

Particulars 2015-16 2014-15


Legal and professional 12.75 165.01

Marketing expenses 31.25 16.41

Travelling and Conveyance 53.77 15.11

Director Sitting Fees 7.76 0

Total 106.00 196.26


Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, your Directors confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis; and

e. the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Extract of Annual Return

Extract of Annual return of the Company is annexed herewith as Annexure 5 to this report.

Particulars of Employees and Remuneration

The information required under Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure 6 to this Report.

Prevention of Sexual Harassment of Women at Workplace

The Company has zero tolerance for sexual harassment at workplace and has been undertaking measures in order to nurture and promote a gender sensitive and safe working environment at all locations. In this regard, Company had adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

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The Company has been organizing training programmes for the team members for creating awareness on the subject.

During the financial year 2015-16:

No. of complaints received on sexual harassment by Company: Nil

No. of complaints have been disposed off after taking appropriate action: Nil

No. of complaints remain pending as of 31 March, 2016: Nil

Acknowledgement

Your Directors would like to express their sincere appreciation for the assistance and co–operation received from the management and its team members during the year under review.

By order of the BoardFor Antara Senior Living Ltd.


Tara Singh Vachani Mohit TalwarManaging Director & CEO DirectorDIN No.02610311 DIN No.02394694

Enclosures:

Annexure-1: Policy on qualification, positive attributes etc. of Directors.

Annexure-2: Form AOC-1

Annexure-3: Secretarial Auditor Report for financial year 2014-15

Annexure-4: List of related party transactions for financial year 2014-15

Annexure-5: Extract of Annual Return of the Company

Annexure 6: Particulars of Employees and their remuneration

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sd/- sd/-

APPOINTMENT CRITERIA, QUALIFICATION & REMUNERATION POLICY IN TERMS OF SECTION 178 OF THE COMPANIES ACT, 2013 (“THE ACT”)

Preamble

In terms of Section 178 of the Act, the Nomination & Remuneration Committee (“NRC”) shall formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a Policy, relating to the remuneration for the Directors, Key Managerial Personnel (“KMP”) and other employees.

Appointment Criteria and Qualification

It is the responsibility of the NRC to develop competency requirements for the Board based on the industry and strategy of the Company. For this purpose, the NRC shall identify and ascertain the integrity, qualification, expertise and experience of the person, conduct appropriate reference checks and due diligence before recommending him /her to the Board.

For the appointment of KMPs [other than Managing Director/ Whole time Director/Manager/CEO], Senior Management and other employees, a person should possess adequate qualification, expertise and experience for the position, he / she is considered for the appointment.

Remuneration Policy

The remuneration policy of the Company is aimed at rewarding the performance, based on review of achievements on a regular basis and is in consonance with the existing industry practice. This Policy has been adopted in accordance with the requirements of Section 178 of the Act with respect to the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Management.

The key components of the Company’s Remuneration Policy are - the Compensation will be based on credentials and the major driver of performance, compensation will be competitive and benchmarked with industry practice and compensation will be fully transparent and tax compliant.

The purpose of this Policy is to ensure that the remuneration to Directors, KMP and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals

and to retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

• Remuneration of Managing / Whole - time Director/ Manager/ CEO, KMP and Senior Management

The remuneration of the Managing / Whole - time Director/ Manager/CEO will be determined by the NRC and recommended to the Board for approval. Such remuneration shall be subject to the prior / post approval of the shareholders of the Company and Central Government, wherever required and shall be in accordance with the provisions of the Act and Rules made thereunder. Further, the Manager/CEO of the Company is authorised to decide the remuneration of KMP (other than Managing /Wholetime Director/ Manager/CEO) and Senior Management and which shall be decided by the Manager/CEO based on the standard market practice and prevailing HR policies of the Company.

• Remuneration to Non-executive / Independent Director

The remuneration / commission / sitting fees, as the case may be, to the Non-Executive / Independent Director, shall be in accordance with the provisions of the Act and the Rules made thereunder for the time being in force or as may be decided by the Committee / Board /shareholders. An Independent Director shall not be entitled to any stock option of the Company unless otherwise permitted in terms of the Act, as amended from time to time.

By the order of the BoardFor Antara Senior Living Ltd.


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Mrs. Tara Singh Vachani Mohit TalwarManaging Director & CEO DirectorDIN No. 02610311 DIN No. 02394694

A N N E X U R E - 1

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Form AOC-1

(Pursuant to first proviso to sub section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Financial Summary of the Subsidiary Companies

A N N E X U R E - 2

Rs. In Lakhs

Antara Gurgaon Senior Living LtdAntara Purukul Senior Living Ltd

As on March 3131-Mar-16

As on 31-Mar-16



Share Capital 821.90 821.90 5.00 5.00

Reserves & Surplus (9,720.07) (7,592.22) (1.56) (1.09)

Total Assets 33,716.94 21,335.01 3.64 4.11

Total Liabilities 42,615.11 28,105.33 0.20 0.20

Investments - 1,375.36 - -

Turnover 106.03 124.98 - -

Profit/(Loss) before taxation (2,129.31) (7,536.11) (0.47) (0.66)

Provision for taxation (1.46) 40.55 - -

Profit/(Loss) after taxation (2,127.85) (7,576.66) (0.47) (0.66)

Proposed Dividend - - - -

% of Shareholding 100% 100% 100% 100%

Reporting Currency INR

Notes:

(i) The detailed financials of the Subsidiary Companies shall be made available to any Shareholder seeking such information.

(ii) The Compant does not have any associate companies and joint ventures.

For and on behalf of Board

Sd/- Sd/-

Tara Singh Vachani Mohit TalwarPlace: New Delhi Managing Directors and CEO Executive DirectorDate: August 1, 2016 DIN : 02610311 DIN No. 02394694

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S EC R ETA R I A L AU D I T R EPO RT

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[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel)Rules, 2014]

To, The Members, ANTARA SENIOR LIVING LIMITED,Max House 1, Dr.Jha Marg, Okhla, New Delhi -110020

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s Antara Senior Living Limited (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing my opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2016 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2016 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

(vi) Other Laws which are specifically applicable to the Company.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with Stock Exchange.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:-

1. Being an Un-listed Company, the Acts referred in clause (ii), (iii) and (v) as mentioned above are not applicable to the Company.

2. Being an unlisted Company, there is no listing agreement entered into by the Company with any Stock Exchange.

3. In view of the nature of activities carried, no specific law is applicable to the Company.

4. Secretarial Standard-1 and Secretarial Standard -2 were issued and notified by the Institute of Company Secretaries of India on 1st July, 2015. Hence compliance was checked from that date. Secretarial Standard -3 to 10 are yet to be notified, hence same are not applicable to the Company.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period following specific events/ actions were taken by the Company which have major bearing on the Company’s affairs in pursuance of the act, rules, regulations, guidelines, standards etc. referred above:

1. The Company has amended its Memorandum of Association and Article of Association in accordance with the provisions of the Companies Act, 2013 in Annual General Meeting held on 15th September, 2015.

2. The Company had elevated Mrs. Tara Singh Vachani (DIN: 02610311) to the designation of Managing Director and Chief Executive Officer (CEO) of the Company from Manager and CEO of the Company on 14th January, 2016 for a period of 5 years to hold office upto 13th January, 2021. The Company has complied with provisions of the Act & Rules relating to appointment of Mrs. Tara Singh Vachani.

3. There has been no instance of:

• Public/Rights/Preferential issue of shares/debentures/sweat equity.

• Redemption/buy back of securities.

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A N N E X U R E - 3 C O N T D .

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• Major Decision taken by the members in pursuance to section 180 of the Companies Act, 2013.

• Merger/amalgamation/reconstruction etc.

• Foreign technical collaborations.

For Nityanand Singh & Co.,Company Secretaries

Nityanand Singh (Prop.)FCS No. : 2668/ CP No. : 2388

Place: New DelhiDate:29/04/2016

Note: This report is to be read with our letter of even date which is annexed as Annexure –A and forms an integral part of this report.

Annexure -A

To, The Members, ANTARA SENIOR LIVING LIMITED,Max House 1, Dr.Jha Marg, Okhla, New Delhi -110020

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on the test basis to ensure that correct facts are reflected in Secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about compliance of laws, rules and regulations and happenings of events etc.

5. The compliance of provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of efficacy or effectiveness with which the management has conducted the affairs of the Company.

For Nityanand Singh & Co.,Company Secretaries

Nityanand Singh(Prop.)FCS No. : 2668/ CP No. : 2388

Place: New DelhiDate: 29/04/2016

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Transactions during the year

Sale of services- Marketing fees - 57.27 - - - - - 57.27

(-) (58.40) (-) (-) (-) (-) (-) (58.40)

Interest income on loans - 1,543.55 - - - - - 1,543.55

(-) (1,081.44) (-) (-) (-) (-) (-) (1,081.44)

Managerial remuneration - - - - - - 104.24 104.24

(-) (-) (-) (-) (-) (-) (103.83) (103.83)

Staff welfare expenses - - - - - 6.57 - 6.57

(-) (-) (-) (-) (-) (5.32) (-) (5.32)

Electricity charges - - - - - 10.52 - 10.52

(-) (-) (-) (-) (-) (-) (-) (-)

Rent including lease rental - - - 20.54 - - - 20.54

(-) (-) (1.67) (5.51) (-) (-) (-) (7.18)

Insurance 3.65 - 1.96 - - - - 5.61

(3.74) (-) (2.40) (-) (-) (-) (-) (6.14)

Travelling and conveyance - - - - 2.20 - - 2.20

(-) (-) (-) (-) (-) (-) (-) (-)

Reimbursement of expenses by the Company - - 0.49 - - - 0.49

(-) (-) (-) (-) (-) (-) (-) (-)

Loan given by the Company - 4,980.48 - - - - 4,980.48

(-) (-) (-) (-) (-) (-) (-) (-)

Loan received back by the Company - 1,759.67 - - - - 1,759.67

(-) (-) (-) (-) (-) (-) (-) (-)

Corporate guarantee given to secure borrowings of - 27,700.00 - - - - 27,700.00

(-) (-) (-) (-) (-) (-) (-) (-)

Balances outstanding at the end of year

Trade payables - - - - - 1.04 - 1.04

(20.46) (-) (-) (-) (-) (1.16) (-) (21.62)

Long term loans and advances

i. Capital advance - - - - - - - -

(-) (1,306.67) (-) (-) (-) (-) (-) (1,306.67)

ii. Security deposit given - - - 11.15 - - - 11.15

(-) (-) (-) (-) (-) (-) (-) (-)

iii. Loans to related parties - 10,720.81 - - - - - 10,720.81

(-) (7,500.00) (-) (-) (-) (-) (-) (7,500.00)

Short term loans and advances

i. Advance to suppliers - - 0.39 - - - - 0.39

(-) (-) (0.64) (-) (-) (-) (-) (0.64)

ii. Loans to related parties - - - - - - - -

(-) (3,673.81) (-) (-) (-) (-) (-) (3,673.81)

Other current assets

i. Intrerest accrued on loans - 498.64 - - - - - 498.64

(-) (-) (-) (-) (-) (-) (-) (-)

Corporate guarantees given at the year end tosecure borrowings of - 27,700.00 - - - - - 27,700.00

(-) (-) (-) (-) (-) (-) (-) (-)

Note: Figures in brackets pertain to previous year

(Rs. in Lacs)

HoldingCompany

Max IndiaLimited

Antara PurukulSenior Living

Limited

Max LifeInsurance

Company Ltd.

PharmaxCorporation

Limited

Forum IAviation Private

Limited

New DelhiHouse Services

Limited

Ms. TaraSingh Vachani

Fellow SubsidiariesKey

ManagerialPersonnel Total

ParticularsSubsidiarycompany

Antara Senior Living LimitedDetails of transactions with related party during the year

Enterprise over whichdirector or his relative is

able to exercise significantinfluence or control

A N N E X U R E - 4

By order of Board For Antara Senior Living Limited

Sd/-Mohit Talwar

Director DIN No.: 02394694

Tara Singh VachaniManaging Director & CEO

DIN No.: 02610311


Sd/-

A N N U A L R E P O R T 2 0 1 5 - 1 6

A N N E X U R E - 5

FORM NO. MGT 9


For Financial Year 2015-16



i CIN U74140DL2011PLC218781

ii Registration Date May 5, 2011

iii Name of the Company ANTARA SENIOR LIVING LIMITED

iv Category/Sub-category of the Company UNLISTED PUBLIC COMPANY

v Address of the Registered office & contact details MAX HOUSE,1 DR. JHA MARG, OKHLA, NEW DELHI


vii Name , Address & contact details of the Registrar & Transfer Agent, if any. MAS SERVICES LIMITEDT-34, 2ND FLOOR, OKHLA

INDUSTRIAL AREA PHASE-II, NEW DELHI-110020

PH: 011-26387281 FAX: 011-26387384




Product /service

1 Residential property management services on a fee 99722110 100




1 MAX INDIA LIMITED (erstwhile Taurus Ventures Limited) U85100PB2015PLC039155 HOLDING 100

2 ANTARA PURUKUL SENIOR LIVING LIMITED U74120UR1995PLC018283 SUBSIDIARY 100

3 ANTARA GURGAON SENIOR LIVING LIMITED U74140DL2012PLC244411 SUBSIDIARY 100

IV (i) SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity)

Category of Shareholders No. of Shares held at the


No. of Shares held at the

end of the year

% change during

the year


Shares


Shares

A. Promoters

(1) Indian

a) Individual/HUF

b) Central Govt.or State Govt.

c) Bodies Corporates 7,999,994 6 80,00,000 100 7,999,994 6 80,00,000 100 N.A N.A

d) Bank/FI

e) Any other

SUB TOTAL:(A) (1) 7,999,994 6 80,00,000 100 7,999,994 6 80,00,000 100 N.A N.A

(2) Foreign

a) NRI- Individuals

b) Other Individuals

c) Bodies Corp.

d) Banks/FI

e) Any other…

SUB TOTAL (A) (2)

Total Shareholding of 7,999,994 6 80,00,000 100 7,999,994 6 80,00,000 100 N.A N.A

Promoter (A)= (A)(1)+(A)(2)

A N N U A L R E P O R T 2 0 1 5 - 1 6


B. PUBLIC SHAREHOLDING

(1) Institutions

a) Mutual Funds

b) Banks/FI

c) Cenntral govt

d) State Govt.

e) Venture Capital Fund

f) Insurance Companies

g) FIIS

h) Foreign Venture Capital Funds

I) Others (specify)

SUB TOTAL (B)(1):

(2) Non Institutions

a) Bodies corporates

I) Indian

ii) Overseas

b) Individuals

I) Individual shareholders holding nominal share capital upto Rs.1 lakhs

ii) Individuals shareholders holding nominal share capital in excess of Rs. 1 lakhs

c) Others (specify)

SUB TOTAL (B)(2):

Total Public Shareholding

(B)= (B)(1)+(B)(2)

C. Shares held by Custodian N.A N.A N.A N.A N.A N.A N.A N.A N.A N.A

for GDRs & ADRs

Grand Total (A+B+C) 7,999,994 6 80,00,000 100 7,999,994 6 80,00,000 100 N.A N.A





end of the year

% change during

the year


Shares


Shares

A. Promoters

(1) Indian

a) Individual/HUF


c) Bodies Corporates 14471417 0 14471417 100 14471417 0 14471417 100 N.A 0%

d) Bank/FI

e) Any other

SUB TOTAL:(A) (1) 14471417 0 14471417 100 14471417 0 14471417 100 N.A 0%

(2) Foreign

a) NRI- Individuals


c) Bodies Corp.

d) Banks/FI

e) Any other…

SUB TOTAL (A) (2)

Total Shareholding of 14471417 0 14471417 100 14471417 0 14471417 100 N.A 0%Promoter (A)= (A)(1)+(A)(2)

A N N U A L R E P O R T 2 0 1 5 - 1 6



(1) Institutions

a) Mutual Funds

b) Banks/FI

c) Cenntral govt

d) State Govt.



g) FIIS


I) Others (specify)

SUB TOTAL (B)(1):



I) Indian

ii) Overseas

b) Individuals



c) Others (specify)

SUB TOTAL (B)(2):


(B)= (B)(1)+(B)(2)


for GDRs & ADRs

Grand Total (A+B+C) 14471417 0 14471417 100 14471417 0 14471417 100 N.A 0%


Sl

No.

Shareholding at the

begginning of the year

% change in

share holding



company


total shares

No ofshares


company


total shares

1 MAX INDIA LTD (erstwhile Taurus

Ventures Limited) 100 0 100 0 0

Equity 8000000 8000000

Preference 14471417 14471417

Total 22471417 100 0 22471417 100 0 0


end of the year

(iii) CHANGE IN PROMOTERS' SHAREHOLDING ( SPECIFY IF THERE IS NO CHANGE)

Sl

No.


of the Year



At the beginning of the year 22471417 100 22471417 100

Date wise increase/decrease in Promoters Share holding NO CHANGE NO CHANGE NO CHANGE NO CHANGE

during the year specifying the reasons for increase/

decrease (e.g. allotment/transfer/bonus/sweat equity etc)

At the end of the year 22471417 100 22471417 100


during the year

A N N U A L R E P O R T 2 0 1 5 - 1 6


(iv) Shareholding Pattern of top ten Shareholders (other than Direcors, Promoters & Holders of GDRs & ADRs)

(v) Shareholding of Directors & KMP

(v) INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Sl

No.

Sl

No.


of the Year


of the Year

Total

Indebtedness

Deposits

No of shares

No of shares

% of total sharesof the company




At the beginning of the year N.A

Date wise increase/decrease in Promoters Share N.A N.A N.A N.A


increase/decrease (e.g. allotment/transfer/bonus

/sweat equity etc)

At the end of the year (or on the date of separation, N.A N.A N.A N.A


N.A N.A N.A

At the beginning of the year




/sweat equity etc)

At the end of the year N.A N.A N.A N.A

N.A N.A N.A N.A

Indebtness at the beginning of the financial year

I) Principal Amount 1841503.17 1841503.17

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i+ii+iii) 1841503.17 1841503.17


Additions

Reduction 1841503.17 1841503.17

Net Change


i) Principal Amount 0 0



Total (i+ii+iii) 0 0


during the year


during the year

For Each of the Directors & KMP


Unsecured

Loans

Secured Loans

excluding deposits

A N N U A L R E P O R T 2 0 1 5 - 1 6



A. Remuneration to Managing Director, Whole time director and/or Manager:

SI. No. Particulars of Remuneration Total AmountName of the MD/WTD/Manager


(a) Salary as per provisions contained in section 17(1) of N.A 3975122 8396606 12371728the Income Tax Act, 1961.

(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961 NA 0 0 0

(c ) Profits in lieu of salary under section 17(3) of the Income NA NA NA NATax Act, 1961

2 Stock Option NA NA NA 0

3 Sweat Equity NA NA NA NA

4 Commission NA NA NA NA

as % of profit NA NA NA NA

others, specify NA NA NA NA

5 Others, please specify NA NA NA NA

Total 12371728

SI. No. Particulars of Remuneration Key Managerial Personnel

Gross SalaryCEO Company

SecretaryCFO Total

1.

1 Gross salary

(a) Salary as per provisions contained in section 17(1) 4750000 N.A NA 4750000

of the Income Tax. 1961.

(b) Value of perquisites u/s 17(2) of the Income tax Act, 1961 5250000 N.A NA 5250000

(c) Profits in lieu of salary under section 17(3) of the Income N.A N.A N.A 0

Tax Act, 1961

2 Stock option N.A N.A N.A N.A

3 Sweat Equity N.A N.A N.A N.A

4 Commission N.A N.A N.A N.A

as % of profit N.A N.A N.A N.A

others (specify) N.A N.A N.A N.A

5 Others, please specify N.A N.A N.A N.A

Total (A) 1,00,00,000 10000000

Ceiling as per the Act 2.4 Crore NA 2.40 Crores

MD WTD Manager


1 Independent Directors

(a) Fee for attending board committee meetings 1100000 1200000 2300000

(b) Commission

(c ) Others, please specify

Total (1) 2300000

2 Other Non Executive Directors

(a) Fee for attending board committee meetings

(b) Commission

(c ) Others, please specify.

Total (2) NIL

Total (B)=(1+2) 2300000

Total Managerial Remuneration 2300000

Overall Cieling as per the Act. Rs. 1 Lakh per meeting

SI. No. Particulars of Remuneration Total Amount

Mrs. Sharmila Tagore

Name of the Directors

Mr. Pradeep Pant

Mrs. Tara Singh Vachani was appointed as the Managing Director and CEO of the company on January 14, 2016. From April, 2015 till

January 13, 2016 she was the Manager and CEO of the Company.

A N N U A L R E P O R T 2 0 1 5 - 1 6


VII PENALTIES/PUNISHMENT/COMPPOUNDING OF OFFENCES

Appeal made if

any (give details)

Authority (RD/

NCLT/Court)

A. COMPANY




B. DIRECTORS











Section of the

Companies Act


Place: New Delhi

Date: August 1, 2016

Mohit Talwar

Director

DIN No.: 02394694

Tara Singh Vachani

Managing Directors and CEO

DIN No.: 02610311

Sd/- Sd/-

A N N U A L R E P O R T 2 0 1 5 - 1 6

ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 1(f)under ‘Report on Other Legal and

Regulatory Requirements’ of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting

under Clause (i) of Sub-section 3 of Section 143 of the Companies

Act, 2013 (“the Act”)

We have audited the internal financial controls over financial

reporting of ANTARA SENIOR LIVING LIMITED (“the Company”) as of

31 March, 2016 in conjunction with our audit of the financial

statements of the Company for the year ended on that date.


The Company’s management is responsible for establishing and

maintaining internal financial controls based on the internal control

over financial reporting criteria established by the Company

considering the essential components of internal control stated in

the Guidance Note on Audit of Internal Financial Controls Over

Financial Reporting issued by the Institute of Chartered Accountants

of India. These responsibilities include the design, implementation

and maintenance of adequate internal financial controls that were

operating effectively for ensuring the orderly and efficient conduct of

its business, including adherence to company’s policies, the

safeguarding of its assets, the prevention and detection of frauds

and errors, the accuracy and completeness of the accounting

records, and the timely preparation of reliable financial information,

as required under the Companies Act, 2013.


Our responsibility is to express an opinion on the Company's internal

financial controls over financial reporting based on our audit. We

conducted our audit in accordance with the Guidance Note on Audit

of Internal Financial Controls Over Financial Reporting

(the“Guidance Note”) issued by the Institute of Chartered

Accountants of India and the Standards on Auditing prescribed

under Section 143(10) of the Companies Act, 2013, to the extent

applicable to an audit of internal financial controls. Those Standards

and the Guidance Note require that we comply with ethical

requirements and plan and perform the audit to obtain reasonable

assurance about whether adequate internal financial controls over

financial reporting was established and maintained and if such

controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence

about the adequacy of the internal financial controls system over

financial reporting and their operating effectiveness. Our audit of

internal financial controls over financial reporting included obtaining

an understanding of internal financial controls over financial

reporting, assessing the risk that a material weakness exists, and

testing and evaluating the design and operating effectiveness of

internal control based on the assessed risk. The procedures selected

depend on the auditor’s judgement, including the assessment of the

risks of material misstatement of the financial statements, whether

due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our audit opinion on the Company’s

internal financial controls system over financial reporting.


A company's internal financial control over financial reporting is a

process designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally

accepted accounting principles. A company's internal financial

control over financial reporting includes those policies and

procedures that (1) pertain to the maintenance of records that, in

reasonable detail, accurately and fairly reflect the transactions and

dispositions of the assets of the company; (2) provide reasonable

assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally

accepted accounting principles, and that receipts and expenditures

of the company are being made only in accordance with

authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely

detection of unauthorised acquisition, use, or disposition of the

company's assets that could have a material effect on the financial

statements.

Inherent Limitations of Internal Financial Controls Over Financial

Reporting

Because of the inherent limitations of internal financial controls over

financial reporting, including the possibility of collusion or improper

management override of controls, material misstatements due to

error or fraud may occur and not be detected. Also, projections of any

evaluation of the internal financial controls over financial reporting

to future periods are subject to the risk that the internal financial

control over financial reporting may become inadequate because of

changes in conditions, or that the degree of compliance with the

policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the

explanations given to us, the Company has, in all material respects,

an adequate internal financial controls system over financial

reporting and such internal financial controls over financial reporting

were operating effectively as at 31 March, 2016, based on the

internal control over financial reporting criteria established by the

Company considering the essential components of internal control

stated in the Guidance Note on Audit of Internal Financial Controls

Over Financial Reporting issued by the Institute of Chartered

Accountants of India.

For Deloitte Haskins & Sells LLP

Chartered Accountants

(Firm’s Registration No. 117366W/W-100018)

Alka Chadha

Partner

(Membership No. 93474)

Place: New Delhi


A N N U A L R E P O R T 2 0 1 5 - 1 6

ANNEXURE “B” TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and

Regulatory Requirements’ section of our report of even date)

(i) (a) The Company has maintained proper records showing full

particulars, including quantitative details and situation of

fixed assets.

(b) The fixed assets were physically verified during the year by

the Management in accordance with a regular programme

of verification which, in our opinion, provides for physical

verification of all the fixed assets at reasonable intervals.

According to the information and explanations given to us,

no material discrepancies were noticed on such verification.

(c) The Company does not have any immovable properties of

freehold or leasehold land and building. In respect of leasehold

improvements disclosed as fixed assets in the financial

statements, the lease agreements are in the name of the

Company, where the Company is the lessee in the agreement.

(ii) The Company does not have any inventory and hence reporting

under clause (ii) of the CARO 2016 is not applicable.

(iii) According to the information and explanations given to us, the

Company has granted unsecured loans amounting to Rs.

10,720.81 lacs to a subsidiary company covered in the register

maintained under section 189 of the Companies Act, 2013, in

respect of which:

(a) The terms and conditions of the grant of such loans are, in our

opinion, prima facie, not prejudicial to the Company’s interest.

(b) The schedule of repayment of principal and payment of

interest has been stipulated and repayments or receipts

of principal amounts and interest have been regular as

per stipulations.

(c) There is no amount overdue for more than 90 days at the

balance sheet date.

(iv) In our opinion and according to the information and explanations

given to us, the Company has complied with the provisions of

Sections 185 and 186 of the Companies Act, 2013 in respect of

grant of loans, making investments and providing guarantees

and securities, as applicable.

(v) According to the information and explanations given to us, the

Company has not accepted any deposit from public. The Company

does not have any unclaimed deposits and accordingly the

provisions of Sections 73 to 76 or any other relevant provisions of

the Companies Act, 2013 are not applicable to the Company.

(vi) Having regard to the nature of the Company’s business / activities,

reporting under clause (vi) CARO 2016 is not applicable.

(vii) According to the information and explanations given to us, in

respect of statutory dues:

(a) The Company has generally been regular in depositing

undisputed statutory dues including Provident Fund, Income-

tax, Service Tax, Value Added Tax, cess and other material

statutory dues applicable to it to the appropriate authorities.

We are informed that the provisions of Employees’ State

Insurance Act, 1948 are not applicable to the Company and

that the operations of the Company did not give rise to any

liability for Sales Tax, Customs Duty and Excise Duty.

(b) There were no undisputed amounts payable in respect of Provident Fund, Income-tax, Service Tax, Value Added Tax, cess and other material statutory dues in arrears as at 31 March, 2016 for a period of more than six months from the date they became payable. We are informed that the provisions of Employees’ State Insurance Act, 1948 are not applicable to the

Company and that the operations of the Company did not give rise to any liability for Sales Tax, Customs Duty and Excise Duty.

(c) There are no dues of Income-tax, Service Tax and Value Added Tax as on 31 March, 2016 on account of disputes. We are informed that the operations of the Company did not give rise to any liability for Sales Tax and Excise Duty

(viii) The Company has not taken any loans or borrowings from financial institutions, banks and government nor has it issued any debentures. Hence reporting under clause (viii) of CARO 2016 is not applicable to the Company.

(ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans during the year and hence reporting under clause (ix) of the CARO 2016 is not applicable.

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the CARO 2016 is not applicable.

(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Section 188 and 177 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of CARO 2016 is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or persons connected with him and hence provisions of section 192 of the Companies Act, 2013 are not applicable.

(xvi) As per section 45-IA of the Reserve Bank of India Act, 1934 read with RBI / 2006-07 / 158 DNBS (PD) C.C. No. 81 / 03.05.002 / 2006-07 dated 19 October, 2006, a company whose 50% of total assets and 50% of total income is from financial activity, as at the last audited balance sheet, is said to carry on financial activity as its principal business and hence is required to obtain registration as a Non-Banking Finance Company (NBFC).

(xvii) As indicated in note 30, the Company is of the view supported by legal opinion that financial activity is not the principal business of the Company and that based on the Memorandum of Association, the Company is not set up to carry out, financial activity, as its principal business and hence registration under section 45-IA of the Reserve Bank of India Act, 1934 is not required. We report as such.

For Deloitte Haskins & Sells LLPChartered Accountants


Alka ChadhaPlace: New Delhi PartnerDate: 9 May, 2016 (Membership No. 93474)

A N N U A L R E P O R T 2 0 1 5 - 1 6

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF ANTARA SENIOR LIVING LIMITED


We have audited the accompanying financial statements of ANTARA

SENIOR LIVING LIMITED(“the Company”), which comprise the Balance

Sheet as at 31 March, 2016, the Statement of Profit and Loss and the

Cash Flow Statement for the year then ended, and a summary of the

significant accounting policies and other explanatory information.


The Company’s Board of Directors is responsible for the matters

stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with

respect to the preparation of these financial statements that give a

true and fair view of the financial position, financial performance and

cash flows of the Company in accordance with the accounting

principles generally accepted in India, including the Accounting

Standards prescribed under section 133 of the Act, as applicable.

This responsibility also includes maintenance of adequate

accounting records in accordance with the provisions of the Act for

safeguarding the assets of the Company and for preventing and

detecting frauds and other irregularities; selection and application of

appropriate accounting policies; making judgments and estimates

that are reasonable and prudent; and design, implementation and

maintenance of adequate internal financial controls, that were

operating effectively for ensuring the accuracy and completeness of

the accounting records, relevant to the preparation and presentation

of the financial statements that give a true and fair view and are free

from material misstatement, whether due to fraud or error.


Our responsibility is to express an opinion on these financial

statements based on our audit.

We have taken into account the provisions of the Act, the accounting

and auditing standards and matters which are required to be included

in the audit report under the provisions of the Act and the Rules made

thereunder and the Order under section 143 (11) of the Act.

We conducted our audit of the financial statements in accordance

with the Standards on Auditing specified under Section 143(10) of

the Act. Those Standards require that we comply with ethical


assurance about whether the financial statements are free from

material misstatement.

An audit involves performing procedures to obtain audit evidence

about the amounts and the disclosures in the financial statements.

The procedures selected depend on the auditor’s judgment,

including the assessment of the risks of material misstatement of

the financial statements, whether due to fraud or error. In making

those risk assessments, the auditor considers internal financial

control relevant to the Company’s preparation of the financial

statements that give a true and fair view in order to design audit

procedures that are appropriate in the circumstances. An audit also

includes evaluating the appropriateness of the accounting policies

used and the reasonableness of the accounting estimates made by

the Company’s Directors, as well as evaluating the overall

presentation of the financial statements.


appropriate to provide a basis for our audit opinion on the financial

statements.

Opinion

In our opinion and to the best of our information and according to the

explanations given to us, the aforesaid financial statements give the

information required by the Act in the manner so required and give a

true and fair view in conformity with the accounting principles generally

accepted in India, of the state of affairs of the Company as at 31 March,

2016, and its loss and its cash flows for the year ended on that date.

1. As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and

explanations which to the best of our knowledge and

belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law

have been kept by the Company so far as it appears from

our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and

the Cash Flow Statement dealt with by this Report are in

agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply

with the Accounting Standards prescribed under section

133 of the Act, as applicable.

e) On the basis of the written representations received from

the directors as on 31 March, 2016 taken on record by the

Board of Directors, none of the directors is disqualified as

on 31March, 2016 from being appointed as a director in

terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial

controls over financial reporting of the Company and the

operating effectiveness of such controls, refer to our

separate Report in “Annexure A”. Our report expresses an

unmodified opinion on the adequacy and operating

effectiveness of the Company’s internal financial controls

over financial reporting.

g) With respect to the other matters to be included in the

Auditor’s Report in accordance with Rule 11 of the

Companies (Audit and Auditors) Rules, 2014, in our

opinion and to the best of our information and according

to the explanations given to us:

i. The Company does not have any pending litigations

which would impact its financial position-Refer Note No.

23.1

ii. The Company did not have any long-term contracts

including derivative contracts for which there were any

material foreseeable losses – Refer Note No. 23.3

iii. There were no amounts which were required to be

transferred to the Investor Education and Protection

Fund by the Company – Refer Note No. 23.4

2. As required by the Companies (Auditor’s Report) Order, 2016 (“the

Order”/”CARO 2016”) issued by the Central Government in terms

of Section 143(11) of the Act, we give in “Annexure B” a statement

on the matters specified in paragraphs 3 and 4 of the Order.




Alka Chadha

Partner


Place : New Delhi

Date: 9 May, 2016

A N N U A L R E P O R T 2 0 1 5 - 1 6


AS AT M A R C H 3 1 , 2 0 1 6

As atMarch 31, 2016

As atMarch 31, 2015

(Rs. in Lacs)

Notes

A. EQUITY AND LIABILITIES

1. Shareholders' funds

(a) Share capital 3 15,271.42 15,271.42

(b) Reserves and surplus 4 (2,435.41) (1,750.84)

12,836.01 13,520.58

2. Non-current liabilities

(a) Long-term borrowings 5 - 6.91

(b) Other Long-term liabilities 6 2.38 -

(c) Long-term provisions 7 113.99 182.21

116.37 189.12

3. Current liabilities

(a) Trade payables 8

i. total outstanding dues to micro enterprises and small enterprises - -

ii. total outstanding dues to creditors other than micro enterprises and small enterprises 139.95 151.60

(b) Other current liabilities 9 51.97 59.17

(c) Short-term provisions 10 258.51 2.04

450.43 212.81

TOTAL 13,402.81 13,922.51

B. ASSETS

1. Non-current assets

(a) Fixed assets

(i) Tangible assets 11A 160.42 217.73

(ii) Intangible assets 11B 25.93 99.27

(iii) Capital work-in-progress 0.13 4.52

186.48 321.52

(b) Non-current investments 12 852.00 852.00

(c) Long-term loans and advances 13 10,918.42 8,893.82

11,770.42 9,745.82

2. Current assets

(a) Current investments 14 0.16 3.65

(b) Cash and cash equivalents 15 655.70 23.81

(c) Short-term loans and advances 16 291.41 3,827.71

(d) Other current assets 17 498.64 -

1,445.91 3,855.17

TOTAL 13,402.81 13,922.51

See accompanying notes forming part of the financial statements 1 to 34

In terms of our report attatched

For Deloitte Haskins & Sells LLP For and on behalf of the Board of DirectorsChartered Accountants

Alka Chadha Pradeep Pant Tara Singh VachaniPartner (Director) (Managing Director)

DIN No: 00677064 DIN No: 02610311

Kameshwarrao Venkata Adhikarla Deepa Sood(Chief Financial Officer) (Company Secretary)

Place : New Delhi Place : New DelhiDate : 9 May, 2016 Date : 9 May, 2016

Particulars

A N N U A L R E P O R T 2 0 1 5 - 1 6





(Rs. in Lacs)

NotesParticulars

1. Income

(a) Revenue from operations 18 57.27 58.40

(b) Other income 19 1,572.81 1,106.10

2. Total revenue 1,630.08 1,164.50

3. Expenses

(a) Employee benefits expense 20 842.80 615.21

(b) Finance cost 21 1.59 2.71

(c) Depreciation and amortisation expense 11 152.25 116.06

(d) Other expenses 22 1,318.01 1,157.60

4. Total expenses 2,314.65 1,891.58

5. Loss before tax (2-4) (684.57) (727.08)

6. Tax expense

(a) Current tax - -

- -

Loss after tax (684.57) (727.08)

Earnings per share (of Rs. 10 each) 29

- Basic and diluted (8.56) (9.09)





DIN No: 00677064 DIN No: 02610311



A N N U A L R E P O R T 2 0 1 5 - 1 6





(Rs. in Lacs)

A. Cash flow from operating activities

Loss before tax (684.57) (727.08)

Adjustments for:

Depreciation and amortisation expense 152.25 116.06

Interest income (1,543.76) (1,081.62)

Loss/(Gain) on sale of fixed assets (0.01) 4.17

Finance costs 1.59 2.71

Net gain on sale of current investments in mutual funds (29.04) (24.48)

Operating loss before working capital changes (2,103.54) (1,710.24)

Changes in working capital:

Adjustments for increase / (decrease) in operating liabilities:

Trade payables (11.65) 11.32

Other current liabilities (7.21) (78.41)

Other long-term liabilities 2.38 -

Short-term provisions 345.09 (11.68)

Long-term provisions (68.21) 153.47

260.40 74.70

Adjustments for (increase) / decrease in operating assets:

Trade receivables - 47.56

Short-term loans and advances 3,536.30 (2,544.09)

Long-term loans and advances (110.46) 3,454.77

Other current assets - -

3,425.84 958.24

Cash (used) in operations 1,582.70 (677.30)

Net income tax paid (88.62) -

Net cash flow used in operating activities (A) 1,494.08 (677.30)

B. Cash flow from investing activities

Capital expenditure on fixed assets, including capital advances 1,289.21 (1,119.01)

Proceeds from sale of fixed assets 0.26 7.73

Loans given to subsidiary (4,980.48) -

Loans realised from subsidiary 1,759.67 -

Interest received 1,045.12 1,081.62

Bank balances not considered as Cash and cash equivalents (3.53) -

Current investments in mutual funds

- Purchased (2,720.37) (720.00)

- Proceeds from sale 2,752.90 1,313.89

Net cash flow from investing activities (B) (857.22) 564.23

C. Cash flow from financing activities

Proceeds from issue of share capital - 565.00

Share application money received/(refunded) - (565.00)

Repayment of long-term borrowings (6.91) (9.21)

Finance costs (1.59) (2.71)

Net cash flow used in financing activities (C) (8.50) (11.92)

Net increase/(decrease) in cash and cash equivalents (A+B+C) 628.36 (124.99)

Cash and cash equivalents at the beginning of the year 23.81 148.80

Cash and cash equivalents at the end of the year* 15 652.17 23.81

Particulars

A N N U A L R E P O R T 2 0 1 5 - 1 6



Cash and cash equivalents (Refer Note 15) 655.70 23.81

Less: Bank balances not considered as Cash and cash equivalents

(i) In earmarked accounts

- Balances held as margin money against guarantees 3.53 -

Net Cash and cash equivalents (as defined in AS 3 Cash Flow Statements) included in Note 15 652.17 23.81

Cash and cash equivalents at the end of the year*

*Comprises:

(a) Cash on hand 0.82 0.91

(b) Balances with banks 651.35 22.90

Total 652.17 23.81




(Rs. in Lacs)




DIN No: 00677064 DIN No: 02610311



A N N U A L R E P O R T 2 0 1 5 - 1 6


ANTARA SENIOR LIVING LIMITED ('the Company') is a wholly owned subsidiary of Max India Limited. The Company has been set up to

primarily engage in the business of marketing and operation of senior living communities.

2. Significant Accounting Policies

a. Basis of preparation

The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in

India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013 and the

relevant provisions of the Companies Act, 2013 (“the 2013 Act”). The financial statements have been prepared on accrual basis

under the historical cost convention. The accounting policies adopted in the preparation of the financial statements are consistent

with those followed in the previous year.

b. Uses of Estimates

The preparation of the financial statements in conformity with Indian GAAP requires the Management to make estimates and

assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income

and expenses during the year. The Management believes that the estimates used in preparation of the financial statements are

prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the

estimates are recognised in the periods in which the results are known / materialise.

c. Cash and cash equivalents (for purposes of Cash flow statement)

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances, (with original maturity of

three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash

and which are subject to insignificant risk of changes in value.

d. Cash flow statement

Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects

of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from

operating, investing and financing activities of the Company are segregated based on the available information.

e. Depreciation and amortisation

Depreciation amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated value. Depreciation on

tangible fixed assets has been provided on the straight line method as per the useful life prescribed in Schedule II to the Companies

Act, 2013

The estimated useful life of the intangible assets and the amortisation period are reviewed at the end of each financial year and the

amortisation period is revised to reflect the changed pattern, if any.

Leasehold improvements is amortised over the duration of the Lease.

f. Revenue recognition


reliably measured. Marketing fees is recognised on rendering of services as per the terms specified in underlying contracts.

g. Other income

Interest income is accounted on accrual basis. Dividend income is accounted when the right to receive it is established.

h. Fixed Assets (Tangible / Intangible)

Fixed assets are carried at cost less accumulated depreciation/amortisation and impairment losses, if any. The cost of fixed assets

comprises its purchase price, net of any trade discounts and rebates, any import duties and other taxes (other than those

subsequently recoverable from the tax authorities), any directly attributable expenditure on making the asset ready for its intended

use, other incidental expenses and interest on borrowings attributable to acquisition of qualifying fixed assets up to the date the asset

is ready for its intended use. Subsequent expenditure on fixed assets after its purchase / completion is capitalised only if such

expenditure results in an increase in the future benefits from such asset beyond its previously assessed standard of performance.

Fixed assets acquired and put to use for project purpose are capitalised and depreciation thereon is included in the project cost till the

project is ready for its intended use.

Fixed assets acquired in full or part exchange for another asset are recorded at the fair market value or the net book value of the asset

given up, adjusted for any balancing cash consideration. Fair market value is determined either for the assets acquired or asset given

up, whichever is more clearly evident. Fixed assets acquired in exchange for securities of the Company are recorded at the fair market

value of the assets or the fair market value of the securities issued, whichever is more clearly evident.

Fixed assets retired from active use and held for sale are stated at the lower of their net book value and net realisable value and are

disclosed separately in the balance sheet.

Capital work-in-progress:

Projects under which assets are not ready for their intended use and other capital work-in-progress are carried at cost, comprising

direct cost, related incidental expenses and attributable interest.

i. Foreign currency transactions and translations

Initial recognition

Transactions in foreign currencies entered into by the Company are accounted at the exchange rates prevailing on the date of the

A N N U A L R E P O R T 2 0 1 5 - 1 6

N OT ES FO R M I N G PA RT O F T H E FI N A N C I A L STAT EM EN TS

transaction or at rates that closely approximate the rate at the date of the transaction.

Measurement at the balance sheet date

Foreign currency monetary items (other than derivative contracts) of the Company, outstanding at the balance sheet date are

restated at the year-end rates. Non-monetary items of the Company are carried at historical cost.

Treatment of exchange differences

Exchange differences arising on settlement / restatement of foreign currency monetary assets and liabilities of the Company are

recognised as income or expense in the Statement of Profit and Loss.

Accounting of forward contracts

Premium / discount on forward exchange contracts, which are not intended for trading or speculation purposes, are amortised over

the period of the contracts if such contracts relate to monetary items as at the Balance Sheet date. Any profit or loss arising on

cancellation or renewal of such a forward contract is recognised as income or as expense in the period in which such cancellation or

renewal is made.

j. Investments

Long-term investments, are carried individually at cost less provision for diminution, other than temporary, in the value of such

investments. Current investments are carried individually, at the lower of cost and fair value. Cost of investments include acquisition


k. Employee benefits

Employee benefits include provident fund, gratuity fund, compensated absences and long term incentive.

Defined contribution plan

The Company's contribution to provident fund is considered as defined contribution plan and are charged as an expense based on the

amount of contribution required to be made and when services are rendered by the employees.

Defined benefit plan

For defined benefit plans in the form of gratuity fund, the cost of providing benefits is determined using the Projected Unit Credit method,

with actuarial valuations being carried out at each balance sheet date. Actuarial gains and losses are recognised in the Statement of Profit

and Loss in the period in which they occur. Past service cost is recognised immediately to the extent that the benefits are already vested

and otherwise is amortised on a straight-line basis over the average period until the benefits become vested. The retirement benefit

obligation recognised in the Balance Sheet represents the present value of the defined benefit obligation as adjusted for unrecognised

past service cost, as reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to past service cost,

plus the present value of available refunds and reductions in future contributions to the schemes.

Short-term employee benefits

The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees

are recognised during the year when the employees render the service. These benefits include performance incentive and

compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders

the related service.

The cost of short-term compensated absences is accounted as under :

(a) in case of accumulated compensated absences, when employees render the services that increase their entitlement of future

compensated absences; and

(b) in case of non-accumulating compensated absences, when the absences occur.

Long-term employee benefits

Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee

renders the related service are recognised as a liability at the present value of the defined benefit obligation as at the balance sheet

date less the fair value of the plan assets out of which the obligations are expected to be settled. Long Service Awards are recognised

as a liability at the present value of the defined benefit obligation as at the balance sheet date.

Long term incentive

The Company has offered a incentive plan for its employees based on achievement of certain individual performance milestones and

collective milestones at the Company level. This plan offers a formula based financial incentive to eligible employees who meet these

milestones.

l. Borrowing costs

Borrowing costs include interest, amortisation of ancillary costs incurred and exchange differences arising from foreign currency

borrowings to the extent they are regarded as an adjustment to the interest cost. Costs in connection with the borrowing of funds to

the extent not directly related to the acquisition of qualifying assets are charged to the Statement of Profit and Loss over the tenure of

the loan. Borrowing costs, allocated to and utilised for qualifying assets, pertaining to the period from commencement of activities

relating to construction /development of the qualifying asset upto the date of capitalisation of such asset are added to the cost of the

assets. Capitalisation of borrowing costs is suspended and charged to the Statement of Profit and Loss during extended periods when

active development activity on the qualifying assets is interrupted.

m. Leases

Where the Company as a lessor leases assets under finance leases, such amounts are recognised as receivables at an amount equal

A N N U A L R E P O R T 2 0 1 5 - 1 6


to the net investment in the lease and the finance income is recognised based on a constant rate of return on the outstanding net

investment.

Assets leased by the Company in its capacity as lessee where substantially all the risks and rewards of ownership vest in the Company

are classified as finance leases. Such leases are capitalised at the inception of the lease at the lower of the fair value and the present

value of the minimum lease payments and a liability is created for an equivalent amount. Each lease rental paid is allocated between

the liability and the interest cost so as to obtain a constant periodic rate of interest on the outstanding liability for each year.

Lease arrangements where the risks and rewards incidental to ownership of an asset substantially vest with the lessor are recognised

as operating leases. Lease rentals under operating leases are recognised in the Statement of Profit and Loss on a straight-line basis

over the lease term.

n. Earnings per share

Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if any)

by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the

profit / (loss) after tax (including the post tax effect of extraordinary items, if any) as adjusted for dividend, interest and other charges

to expense or income relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for

deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion

of all dilutive potential equity shares. Potential equity shares are deemed to be dilutive only if their conversion to equity shares would

decrease the net profit per share from continuing ordinary operations. Potential dilutive equity shares are deemed to be converted as

at the beginning of the period, unless they have been issued at a later date. The dilutive potential equity shares are adjusted for the

proceeds receivable had the shares been actually issued at fair value. Dilutive potential equity shares are determined independently

for each period presented. The number of equity shares and potentially dilutive equity shares are adjusted for share splits / reverse

share splits and bonus shares, as appropriate.

o. Taxes on income

Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the applicable tax rates

and the provisions of the Income Tax Act, 1961 and other applicable tax laws.

Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of adjustment to

future income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normal income tax.

Accordingly, MAT is recognised as an asset in the Balance Sheet when it is probable that future economic benefit associated with it will

flow to the Company.

Deferred tax is recognised on timing differences, being the differences between the taxable income and the accounting income that

originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax is measured using the tax rates

and the tax laws enacted or substantively enacted as at the reporting date. Deferred tax liabilities are recognised for all timing

differences. Deferred tax assets are recognised for timing differences of items other than unabsorbed depreciation and carry forward

losses only to the extent that reasonable certainty exists that sufficient future taxable income will be available against which these

can be realised. However, if there are unabsorbed depreciation and carry forward of losses and items relating to capital losses,

deferred tax assets are recognised only if there is virtual certainty supported by convincing evidence that there will be sufficient future

taxable income available to realise the assets. Deferred tax assets and liabilities are offset if such items relate to taxes on income

levied by the same governing tax laws and the Company has a legally enforceable right for such set off. Deferred tax assets are

reviewed at each balance sheet date for their realisability.

Current and deferred tax relating to items directly recognised in reserves are recognised in reserves and not in the Statement of Profit

and Loss.

p. Impairment of assets

The carrying values of assets / cash generating units at each balance sheet date are reviewed for impairment if any indication of

impairment exists.

If the carrying amount of the assets exceeds the estimated recoverable amount an impairment is recognised for such excess amount.

The impairment loss is recognised as an expense in the Statement of Profit and Loss, unless the asset is carried at revalued amount,

in which case any impairment loss of the revalued asset is treated as a revaluation decrease to the extent a revaluation reserve is

available for that asset.

The recoverable amount is the greater of the net selling price and their value in use. Value in use is arrived at by discounting the future

cash flows to their present value based on an appropriate discount factor.

When there is indication that an impairment loss recognised for an asset (other than a revalued asset) in earlier accounting periods

no longer exists or may have decreased, such reversal of impairment loss is recognised in the Statement of Profit and Loss, to the

extent the amount was previously charged to the Statement of Profit and Loss. In case of revalued asset such reversal is not

recognised.

q. Provisions and contingencies

A provision is recognised when the Company has a present obligation as a result of past events and it is probable that an outflow of

resources will be required to settle the obligation in respect of which a reliable estimate can be made. Provisions (excluding

retirement benefits) are not discounted to their present value and are determined based on the best estimate required to settle the

obligation at the balance sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best

estimates. A contingent liability is disclosed unless the possbility of an outflow of resources embodying economic benefits are

remote. Contingent assets are not recognised in the financial statements.

A N N U A L R E P O R T 2 0 1 5 - 1 6


r. Service tax input credit

Service tax input credit is accounted for in the books in the period in which the underlying service received is accounted and when

there is no uncertainty in availing / utilising the credits.

s. Operating cycle

Based on the nature of products / activities of the Company and the normal time between acquisition of assets and their realisation in

cash or cash equivalents, the Company has determined its operating cycle as 12 months for the purpose of classification of its assets

and liabilities as current and non-current.

(a) Authorised

Equity share capital 8,000,000 800.00 8,000,000 800.00

Equity shares of Rs. 10 (Previous year Rs. 10)each with voting rights

Preference share capital 26,800,000 26,800.00 26,800,000 26,800.00

Convertible preference shares of Rs. 100(Previous year Rs. 100)

(b) Issued, subscribed and fully paid up

Equity share capital

Equity shares of Rs. 10 (Previous year Rs. 10) 8,000,000 800.00 8,000,000 800.00 each with voting rights

Preference share capital

Convertible preference shares of Rs. 100 14,471,417 14,471.42 14,471,417 14,471.42 (Previous year Rs. 100)

15,271.42 15,271.42


Number of sharesParticulars

Number of sharesAmount Rs./lacs Amount Rs./lacs


3 Share Capital

Refer Notes (i) to (v) below

(i) The Company has one class of equity shares having a par value of Rs. 10 each. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, holder of equity shares will be entitled to receive remaining assets of the Company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(ii) Terms of conversion of Compulsorily Convertible Preference Shares ('CCPS')

Tenor 7 years

CCPS to be converted into equity at any time within the tenor at the option of Max India Limited. In case, the Company decides to go for an IPO or any corporate action including issuance of equity on preferential basis, rights or a bonus issue, Max India Limited shall have the right for early/prior conversion.

Coupon Zero %

Conversion Price Such that it yields a 12% IRR on the amount invested from the date of investment till the date of conversion. The Company has not provided for IRR @ 12% on the outstanding preference share capital due to inadequacy of profits.

Equity shares with voting rights of Rs. 10 each

Max India Limited and its nominees 8,000,000.00 100.00 8,000,000.00 100.00('holding company')

Compulsorily convertible preference sharesof Rs. 100 each

Max India Limited ('holding company') 14,471,417.00 100.00 14,471,417.00 100.00


Number of shares heldClass of shares / Name of shareholder

Number of shares held% holding % holding


(iii) Details of shares held by each shareholder holding more than 5% shares:

A N N U A L R E P O R T 2 0 1 5 - 1 6



Year ended 31 March, 2016

- Number of shares 8,000,000 - 8,000,000

- Amount (Rs./lacs) 800.00 - 800.00


- Number of shares 8,000,000 - 8,000,000

- Amount (Rs./lacs) 800.00 - 800.00

Opening BalanceParticulars

Particulars

Shares Issued Closing Balance

(iv) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period:

Fully paid up equity shares with voting rights 8,000,000 8,000,000

Compulsorily convertible preference shares of Rs. 100 each 14,471,417 14,471,417

As atMarch 31, 2016

Aggregate number of shares

As atMarch 31, 2015


(Rs. in Lacs)

Surplus in Statement of Profit and Loss

Opening balance (1,750.84) (1,023.76)

Add: Loss for the year (684.57) (727.08)

Total (2,435.41) (1,750.84)

As atMarch 31, 2016

As atMarch 31, 2015

5 Long-term borrowings

(Rs. in Lacs)

(a) Term loan from bank (secured)

Vehicle loans* - 6.91

Total - 6.91

As atMarch 31, 2016

As atMarch 31, 2015

Compulsorily convertible preference shares of Rs. 100 each


- Number of shares 14,471,417 - 14,471,417

- Amount (Rs./lacs ) 14,471.42 - 14,471.42


- Number of shares 14,471,417 - 14,471,417

- Amount (Rs./lacs ) 14,471.42 - 14,471.42

Opening BalanceParticulars Shares Issued Closing Balance

(iv) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period (cont'd):

Particulars

(v) Details of shares held by Max India Limited, the holding company:

*Vehicle loans (secured)

Vehicle loans Rs. Nil (including current portion of Rs. Nil ) (Previous Year: Rs 18.42 lacs, including current portion of Rs. 11.51 lacs) are secured by way of hypothecation of respective vehicles. This was repayable in 3 years.

A N N U A L R E P O R T 2 0 1 5 - 1 6


6 Other Long-term liabilities

7 Long-term provisions

Others

(a) Provision for lease equalisation 2.38 -

Total 2.38 -


(i) Provision for compensated absences 45.23 26.66

(ii) Provision for gratuity (net) (Refer Note 25) 68.76 47.87

(iii) Provision for long term incentive - 107.68

Total 113.99 182.21

As atMarch 31, 2016

As atMarch 31, 2016

As atMarch 31, 2015

As atMarch 31, 2015

Particulars

Particulars

8 Trade payables


(Rs. in Lacs)

Trade payables - Other than acceptances

-total outstanding dues of micro enterprises and small enterprises (Refer note 32) - -

-total outstanding dues of creditors other than micro enterprises and small enterprises 139.95 151.60

Total 139.95 151.60

(a) Current maturities of long-term borrowings - 11.51

(b) Other payables

(i) "Statutory dues(Contributions to PF, VAT, Service Tax, Withholding Taxes etc.) " 23.94 16.40

(ii) Provision for lease equalisation - 3.40

(iii) Retention money payable 0.47 0.30

(iv) Security deposits received 27.56 27.56

Total 51.97 59.17

As atMarch 31, 2016

As atMarch 31, 2016

As atMarch 31, 2015

As atMarch 31, 2015

10 Short-term provisions

(Rs. in Lacs)

(a) Provision for employee benefits



(iii) Current portion of Provision for long term incentive 254.92 -

Total 258.51 2.04

As atMarch 31, 2016

As atMarch 31, 2015

A N N U A L R E P O R T 2 0 1 5 - 1 6


Gross block Depreciation/Amortisation Net block

(Rs. in Lacs)11 Fixed Assets

A TANGIBLE ASSETS - OWNED

(a)Leasehold improvements 140.16 - - 140.16 114.43 25.73 - 140.16 - 25.73

140.16 - - 140.16 74.75 39.68 - 114.43 25.73 65.41

(b)Computers 55.11 - 0.46 54.65 25.72 14.09 0.21 39.60 15.05 29.39

55.92 5.72 6.53 55.11 8.29 18.61 1.18 25.72 29.39 47.63

(c) Furniture and fixtures 44.36 11.27 - 55.63 6.54 5.31 - 11.85 43.78 37.82

41.18 3.70 0.52 44.36 2.18 4.37 0.01 6.54 37.82 39.00

(d)Vehicles 121.76 - - 121.76 27.42 15.04 - 42.46 79.30 94.34

129.15 6.91 14.30 121.76 15.04 15.56 3.18 27.42 94.34 114.11

(e)Office equipment 41.72 0.55 - 42.27 11.27 8.71 - 19.98 22.29 30.45

28.60 6.96 (6.16) 41.72 1.37 8.81 (1.09) 11.27 30.45 27.23

Total (A) 403.11 11.82 0.46 414.47 185.38 68.88 0.21 254.05 160.42 217.73

Previous year (C) 395.01 23.29 15.19 403.11 101.63 87.03 3.28 185.38 217.73 293.38

B INTANGIBLE ASSETS

(a)Computer software 50.71 10.03 - 60.74 15.48 19.33 - 34.81 25.93 35.23

46.18 4.53 50.71 5.38 10.11 0.01 15.48 35.23 40.80

(b)Films and videos 92.14 - - 92.14 28.10 64.04 - 92.14 - 64.04

92.14 - 92.14 9.18 18.92 - 28.10 64.04 82.96

Total (B) 142.85 10.03 - 152.88 43.58 83.37 - 126.95 25.93 99.27

Previous year (D) 138.32 4.53 - 142.85 14.56 29.03 0.01 43.58 99.27 123.76

Total (A+B) 545.96 21.85 0.46 567.35 228.96 152.25 0.21 381.00 186.35 317.00

Previous year (C+D) 533.33 27.82 15.19 545.96 116.19 116.06 3.29 228.96 317.00 417.14

Amounts in italics represent previous year's figures.

As at April1, 2015

Additions Deletions/adjustments

Deletions/adjustments

As atMarch 31,

2016

As at April1, 2015

For the year As atMarch 31,

2016

As atMarch 31,

2016

As atMarch 31,

2015

Investments (At cost)

Trade investment (unquoted) in equity instruments 8,219,000 847.00 8,219,000 847.00

Investment in fully paid up equity shares ofRs. 10 each in wholly owned subsidiary -ANTARA PURUKUL SENIOR LIVING LIMITED

Investment in fully paid up equity shares of 50,000 5.00 50,000 5.00 Rs. 10 each in wholly owned subsidiary -Antara Gurgaon Senior Living Limited

Total 8,269,000 852.00 8,269,000 852.00

Note:

Aggregate amount of non-current unquoted investments 852.00 852.00


No of unitsParticulars

No of unitsRs./Lacs Rs./Lacs


(Rs. in Lacs)12 Non-current Investments

A N N U A L R E P O R T 2 0 1 5 - 1 6


16 Short-term Loans and advances

(Rs. in Lacs)

(a) Loans and advances to employees - Unsecured, considered good 0.08 0.97

(b) Prepaid expenses - Unsecured, considered good 19.77 14.62

(c) Advance to suppliers - Unsecured, considered good 42.06 7.53

(d) Balances with government authorities - Unsecured, considered good

(i) Service tax credit receivable 229.11 130.78

(e) Loans and advances to related parties - Unsecured, considered good (Refer note 26.1) 0.39 3,673.81

Total 291.41 3,827.71

As atMarch 31, 2016

As atMarch 31, 2015

13 Long-term loans and advances(Rs. in Lacs)

(a) Capital advances - Unsecured, considered good (Refer note 26.1) - 1,306.67

(b) Security deposits - Unsecured, considered good 84.03 62.19

(c) Loans to related parties (Refer note 26.1)

(i) Unsecured, considered good 10,720.81 7,500.00

(d) Advance income tax (net of provisions Rs. Nil lacs (Previous year Rs. 0.35 lacs) - 113.58 24.96Unsecured, considered good

Total 10,918.42 8,893.82

As atMarch 31, 2016

As atMarch 31, 2015

Investment in mutual funds (unquoted)

(a) Liquid Funds

DSP BlackRock Liquidity Fund - Direct - - 184.07 3.65 Plan-Growth

Axis Liquid fund - Direct growth (CFDGG) 9.47 0.16 - -

Total 0.16 3.65

Note:

Aggregate amount of current unquoted investments 0.16 3.65





(Rs. in Lacs)14 Current Investments

15 Cash and cash equivalents

A Cash and cash equivalents (as per AS 3 Cash Flow Statements)


(b) Balances with banks

(i) In current accounts 651.35 22.90

Total - Cash and cash equivalents (as per AS 3 Cash Flow Statements) (A) 652.17 23.81

B Other bank balances

In earmarked accounts

- Balances held as margin money against guarantees 3.53 -

Total - Other bank balances (B) 3.53 -

Total Cash and cash equivalents (A+B) 655.70 23.81

(Rs. in Lacs)

As atMarch 31, 2016

As atMarch 31, 2015

A N N U A L R E P O R T 2 0 1 5 - 1 6



19 Other income

17 Other current assets

(Rs. in Lacs)

(Rs. in Lacs)

(Rs. in Lacs)

(a) Sale of services - Marketing fees 57.27 58.40

Total 57.27 58.40

(a) Interest income

(i) Interest from banks on deposits 0.21 -

(ii) Interest on loans (Refer note 26.1) 1,543.55 1,081.44

(iii) Interest on income tax refund - 0.18

1,543.76 1,081.62

(b) Net gain on sale of current investments in mutual funds 29.04 24.48

(c) Gain on sale of fixed assets 0.01 -

Total 1,572.81 1,106.10

Interest accrued on loans to related parties (Refer note 26.1) 498.64 -

Total 498.64 -

For the year ended31 March, 2016


As atMarch 31, 2016



As atMarch 31, 2015

20. Employee benefits expense

(Refer Note 25)

21. Finance costs

(Rs. in Lacs)

(Rs. in Lacs)

(a) Salaries and wages 770.06 553.97

(b) Contributions to provident fund 23.74 16.67

(c) Gratuity expense 18.33 19.07

(d) Staff welfare expenses 30.67 25.50

Total 842.80 615.21

Interest expenses - others 1.59 2.71

Total 1.59 2.71





A N N U A L R E P O R T 2 0 1 5 - 1 6


22. Other expenses(Rs. in Lacs)

(a) Commission and brokerage 11.03 10.87

(b) Marketing expenses 520.64 388.00

(c) Electricity charges 9.42 5.11

(d) Rent including lease rentals (Refer note 28) 173.27 144.08

(e) Repairs and maintenance - Others 37.59 24.55

(f) Insurance 5.45 2.84

(g) Rates and taxes 2.72 4.18

(h) Communication 11.79 15.30

(i) Travelling and conveyance 209.37 78.40

(j) Printing and stationery 55.67 14.13

(k) Security expense 5.60 4.95

(l) Legal and professional 218.57 241.43

(m) Fixed assets written off - 202.31

(n) Directors sitting fees 25.00 -

(o) Payments to auditors (refer note below) 5.00 1.71

(p) Loss on sale of fixed assets - 4.17

(q) Miscellaneous expenses 26.89 15.57

Total 1,318.01 1,157.60

Note

Payments to auditors (net of service tax input credit)

a. Statutory audit fee 5.00 1.58

b. Reimbursement of out of pocket expenses - 0.13

5.00 1.71*

* Paid to previous auditor.



23. Additional information to the financial statements

24. Expenditure in Foreign Currency (on accrual basis)

(Rs. in Lacs)


a) Corporate guarantee 27,700 -

b) The Company does not have any pending litigations which would impact its financial position.

23.2 Commitments

Marketing expenses 0.71 -

23.3 The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

23.4 There were no amounts which were required to be transferred to the Investor Education and Protection fund by the Company.

As atMarch 31, 2016

Particulars

Particulars

As atMarch 31, 2015

(Rs. in Lacs)

Legal and professional 12.75 165.01

Marketing expenses 31.72 16.14

Travelling and conveyance 53.77 15.11

Directors sitting fees 7.76 -

106.00 196.26



Disclosures under Accounting Standards

25. Retirement benefit plans

(i) Defined contribution plans

The Company makes provident fund contribution which is a defined contribution plan for qualifying employees. Under the scheme, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits.

A N N U A L R E P O R T 2 0 1 5 - 1 6


The Company recognised Rs. 23.74 lacs (Previous year Rs. 16.67 lacs) for provident fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules to the scheme.

(ii) Defined benefit plans

The gratuity liability arises on retirement, withdrawal, resignation and death of an employee. The aforesaid liability is calculated on the basis of one month salary (i.e. last drawn basic salary plus dearness allowance) for each completed year of service subject to completion of five years of service except in case of death of employee in service.

The following tables set out the unfunded status of the defined benefit scheme and amounts recognised in the Company financial statements as at 31 March, 2016:

Particulars

(Rs. in Lacs)

Components of employer expense

Current service cost 10.81 7.57

Interest cost 3.76 0.64

Expected return on plan assets - -

Actuarial losses/(gains) 3.76 10.86

Settlement cost / (credit) - -

Total expense recognised in the Statement of Profit and Loss 18.33 19.07

Actual contribution and benefit payments for year

Actual benefit payments - -

Actual contributions - -

Net asset / (liability) recognised in the Balance Sheet

Present value of defined benefit obligation 69.77 48.46

Fair value of plan assets - -

Net asset / (liability) recognised in the Balance Sheet (69.77) (48.46)

Net liability has been classified under:

Long-term provisions 68.76 47.87

Short-term provisions 1.01 0.59

- -

Change in defined benefit obligations (DBO) during the year - -

Present value of DBO at beginning of the year 48.46 8.30



Actuarial loss/(gains) 3.76 10.86

Benefits paid - -

Acquisition adjustment 2.98 21.09

Present value of DBO at the end of the year 69.77 48.46



Principal actuarial assumptions for gratuity and compensated absences:

Particulars

Discount rate (Refer note 'a' below) 8.00% 7.75%


Salary escalation (Refer note 'b' below) 10.00% 10.00%

Retirement age 60 years 60 years

Mortality tables IALM (2006 - 08) IALM (2006 - 08)

Attrition (%)

Ages:

Upto 30 years 3 3

From 31 to 44 years 2 2

Above 44 years 1 1

Estimate of amount of contribution in the immediate next year 18.13 13.88



A N N U A L R E P O R T 2 0 1 5 - 1 6


Notes:

a. The discount rate is based on the prevailing market yields of Indian Government securities as at the balance sheet date for the estimated term of obligations.

b. The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.

c. The gratuity plan is unfunded.

d. Experience on actuarial gain/(loss) for benefit obligations and plan assets:

(Rs. in Lacs)

Gratuity

31 March,2016

31 March,2015

31 March,2014

31 March,2013

31 March,2012

Present value of DBO 69.77 48.46 8.30 - -

Fair value of plan assets - - - - -

Funded status [Surplus / (Deficit)] (69.77) (48.46) (8.30) - -

Experience gain / (loss) adjustments on plan liabilities (5.65) (10.86) (0.54) - -

Experience gain / (loss) adjustments on plan assets - - - - -

26. Related party disclosures

List of related parties:

Holding Company 1. Max India Limited (formerly known as 'Taurus Ventures Limited') w.e.f 1 April, 2015

1. Max Financial Services Limited (formerly known as 'Max India Limited') upto 1 April, 2015

(due to demerger of the Company effective from 1 April, 2015)

Subsidiary Companies 1. Antara Purukul Senior Living Limited


Fellow Subsidiaries 1. Max Life Insurance Company Limited

2. Pharmax Corporation Limited

Enterprise over which director or his 1. Forum I Aviation Private Limited

relative is able to exercise significant 2. New Delhi House Services Limited

influence or control(Mr. Analjit Singh)

Key Managerial Personnel 1. Ms. Tara Singh Vachani

e. Experience adjustments have been disclosed from the year for which information is available.

A N N U A L R E P O R T 2 0 1 5 - 1 6



Sale of services- Marketing fees - 57.27 - - - - - 57.27

(-) (58.40) (-) (-) (-) (-) (-) (58.40)

Interest income on loans - 1,543.55 - - - - - 1,543.55

(-) (1,081.44) (-) (-) (-) (-) (-) (1,081.44)

Managerial remuneration - - - - - - 104.24 104.24

(-) (-) (-) (-) (-) (-) (103.83) (103.83)

Staff welfare expenses - - - - - 6.57 - 6.57

(-) (-) (-) (-) (-) (5.32) (-) (5.32)

Electricity charges - - - - - 10.52 - 10.52

(-) (-) (-) (-) (-) (-) (-) (-)

Rent including lease rental - - - 20.54 - - - 20.54

(-) (-) (1.67) (5.51) (-) (-) (-) (7.18)

Insurance 3.65 - 1.96 - - - - 5.61

(3.74) (-) (2.40) (-) (-) (-) (-) (6.14)

Travelling and conveyance - - - - 2.20 - - 2.20

(-) (-) (-) (-) (-) (-) (-) (-)

Reimbursement of expenses by the Company - - 0.49 - - - 0.49

(-) (-) (-) (-) (-) (-) (-) (-)

Loan given by the Company - 4,980.48 - - - - 4,980.48

(-) (-) (-) (-) (-) (-) (-) (-)

Loan received back by the Company - 1,759.67 - - - - 1,759.67

(-) (-) (-) (-) (-) (-) (-) (-)

Corporate guarantee given to secure borrowings of - 27,700.00 - - - - 27,700.00

(-) (-) (-) (-) (-) (-) (-) (-)

Balances outstanding at the end of year

Trade payables - - - - - 1.04 - 1.04

(20.46) (-) (-) (-) (-) (1.16) (-) (21.62)


i. Capital advance - - - - - - - -

(-) (1,306.67) (-) (-) (-) (-) (-) (1,306.67)

ii. Security deposit given - - - 11.15 - - - 11.15

(-) (-) (-) (-) (-) (-) (-) (-)

iii. Loans to related parties - 10,720.81 - - - - - 10,720.81

(-) (7,500.00) (-) (-) (-) (-) (-) (7,500.00)


i. Advance to suppliers - - 0.39 - - - - 0.39

(-) (-) (0.64) (-) (-) (-) (-) (0.64)

ii. Loans to related parties - - - - - - - -

(-) (3,673.81) (-) (-) (-) (-) (-) (3,673.81)

Other current assets

i. Intrerest accrued on loans - 498.64 - - - - - 498.64

(-) (-) (-) (-) (-) (-) (-) (-)

Corporate guarantees given at the year end to

secure borrowings of - 27,700.00 - - - - - 27,700.00

(-) (-) (-) (-) (-) (-) (-) (-)


(Rs. in Lacs)

Ultimateholding

company

Max IndiaLimited

Antara PurukulSenior Living

Limited

Max LifeInsurance

Company Ltd.

PharmaxCorporation

Limited

Forum IAviation Private

Limited


Limited

Ms. TaraSingh Vachani

Fellow Subsidiaries

TotalParticulars

Subsidiarycompany

26.1 Details of transactions with related party during the year



A N N U A L R E P O R T 2 0 1 5 - 1 6


27. Segment Note

As the Company’s business activity primarily falls within a single business and geographical segment, there are no additional disclosures to be provided in terms of Accounting Standard 17 on ‘Segment Reporting’.

28. Lease commitments

Obligations towards operating leases (As lessee)

The Company has entered into operating lease arrangements for certain facilities and office premises. Rent expense of Rs. 173.27 lacs (Previous year: Rs. 144.08 lacs) has been charged to the Statement of Profit and Loss in respect of cancellable operating leases.

The total of future minimum lease payments under non-cancellable operating leases for the following periods:

30. The operating income of the Company has not commenced inter alia due to the Project from which operating income is to be derived being

in a construction phase and the Company has given a loan to its wholly owned subsidiary. The loan (financial asset) and interest income

(financial income) on the same has resulted in financial income to be in excess of 50% of its total income and its financial assets to be more

than 50% of total assets. The Company is of the view supported by legal opinion that financial activity is not the principal business of the

Company and that based on the Memorandum of Association, the Company is not set up to carry out, financial activity, as its principal

business and hence registration under section 45-IA of the Reserve Bank of India Act, 1934 is not required.

31. Previous year figures have been audited by another Chartered Accountants and have been presented for the purpose of comparison.

32. Disclosures as per Micro, Small and Medium Enterprises Development Act, 2006 (MSMED) Based on the information available with the

Company, the balance due to Micro and small enterprises as defined under the MSMED Act, 2006 is Rs. Nil (Previous year Rs. Nil) and no

interest has been paid or is payable under the terms of the MSMED Act, 2006. Dues to Micro and Small Enterprises have been determined to

the extent such parties have been identified on the basis of information collected by the Management. This has been relied upon by the auditors.

33. The Company has carried out its tax computation in accordance with the mandatory standard on accounting, Accounting Standard 22

‘Accounting for Taxes on Income’. In view of absence of virtual certainty of realisation of unabsorbed tax losses, deferred tax assets on

unabsorbed tax losses has not been recognised.

34. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.

29. Earnings per share

Particulars

Particulars

(Rs. in Lacs)

Not later than one year 101.41 -

Later than one year and not later than five years 137.80 -

Later than five years - -

239.21 -

Basic and Diluted EPS

Net loss attributable to shareholders (Rs./lacs) (684.57) (727.08)

Weighted average number of equity shares in issue (Nos) 8,000,000 8,000,000

Basic earnings per share (Rs.)

- Basic and Diluted (8.56) (9.09)

Face value per equity Share (Rs.) 10.00 10.00

Note: The conversion effect of equivalent potential dilutive equity shares are anti dilutive in nature and hence the effect of potential equity shares is ignored in calculating diluted earnings per share.



As atMarch 31, 2016

As atMarch 31, 2015


Pradeep Pant Tara Singh Vachani(Director) (Managing Director)DIN No: 00677064 DIN No: 02610311



A N N U A L R E P O R T 2 0 1 5 - 1 6


A N TA R A P U R U K U L S E N I O R

L I V I N G L I M I T E D

st Your Directors have the pleasure in presenting the 21 Annual Report together with the Audited Accounts for the Financial Year ended March

st31 , 2016.



(Rs. in Lacs)


Total Income 106.03 192.59

Total expenses 1174.74 (7310.88)

EBITDA (1068.71) (1068.71) (7118.29)


Less: Finance cost 1025.01 398.17

Less: Transferred to CWIP 0 0


Less : Tax expense (1.46) 40.55


The construction of the senior living community at Dehradun is progressing rapidly and is in the last year of completion. Since the Company would be recording the lease of apartments as operating leases, all cost incurred on the project and directly attributable to the project will be capitalized upon completion of the project. The only revenue for the Company during the period of construction is interest and other income. All non-capitalised costs are charged to revenue. As a result, the Company continues to record losses in operation. During the year under review, the Company registered a net loss amounting to Rs. 2127.85 Lacs.

Review of Operations

During the period under review, the works on all fronts in the Dehradun Community have been accelerated. The entire focus of your Company during the Financial Year 2015-16 had been to operationalize its first senior living community at Purukul, Dehradun.

Your Company is happy to report that it is intending to send the welcome letters to the residents and bring teams on board by this Financial Year. The soft launch is expected around Diwali in third quarter of this Financial Year.

The booking and marketing for the Community is being undertaken by the holding Company, M/s Antara Senior Living Limited (Antara Senior). For over the past 36 months, it has built a robust engine to develop the “Antara” brand and engages with potential residents through a highly interactive process. In line with its vision, your Company’s signed-on residents today exemplify a genre of seniors who are progressive and passionate for embracing new experiences. Over the past year, Antara Senior Living Limited has pursued diverse marketing and brand building initiatives, customer acquisition events and activities. These include well-planned campaigns over print and digital media, advertorials, resident and client events.

Operational Initiatives

The hallmark of successful high quality service delivery is proper preparatory works. Your Company has hired team members across various functions such as Housekeeping, Security & Engineering, Food & Beverage, Resident Services and Lifecare. During the Financial Year 2015-16, the key focus of the operations team has been towards activities pertaining to club house operations, housekeeping, engineering, lifecare center, procurement, learning and development of people across all functions.

The operations team is also working very closely with the projects

team to be part of its quality journey, as each space within the Community moves from civil to finishing activities.

Corporate Systems and Processes

Various team members were inducted to cater to the needs of the variety of business functions. Constant endeavors have been made by your Company on implementation of the best practices in talent acquisition, on-boarding & induction, talent management, governance, recognition, appreciation and benefits to team members.

A wide range of IT systems are under implementation for community operations and resident convenience.

Future Outlook

Over the course of Financial Year 2016-17, your Company’s focus will be towards successfully launching the Dehradun Community. Your Company through Antara Senior will continue to build its brand positioning and product awareness amongst the target clients by various public relations initiatives, events and activities to generate clients leads and will create engagement programmes for signed-on residents.

Dividend

Your Directors have not recommended any dividend for the year under review in view of loss incurred by the Company.

Share Capital

During the year under review, there was no change in the authorized and paid up share capital of the Company.

As on date, the capital structure of the Company is as under:

The Authorised Share Capital is Rs. 10,00,00,000/- divided into 1,00,00,000 equity shares of Rs. 10/- each and paid-up share capital of the Company is Rs. 8,21,90,000/- divided into 82,19,000 equity shares of Rs. 10/- each.

The entire paid-up share capital of the Company is held by Antara Senior Living Limited by itself (in dematerialized form) and through its nominee shareholders (in physical form).

Changes in the ultimate holding company

Max India Limited, the ultimate holding company of your Company got restructured during the period under review. The Hon’ble High Court of Punjab and Haryana at Chandigarh approved the Composite Scheme of Arrangement between Max India Limited, Taurus Ventures Limited (“TVL”) and Capricorn Ventures Limited (hereinafter referred to as “the Composite Scheme”), on December 14, 2015.

As per the Composite Scheme of Arrangement, Max India Limited has been demerged into 3 different entities namely Max Financial Services Limited (erstwhile Max India Limited), TVL (now known as Max India Limited) and Max Ventures and Industries Limited (erstwhile Capricorn Ventures Limited). The name of TVL was changed to Max India Limited w.e.f. February 12, 2016. TVL is engaged inter alia in the activity of providing management consultancy services and holding, making and nurturing of investments in health and allied activities, which includes senior living activities conducted through the holding company, Antara Senior Living Limited and its subsidiaries including your Company.

Thus, the ultimate holding company of your Company shall be Max India Limited (erstwhile TVL) instead of Max Financial Services Limited (erstwhile Max India Limited)). The shares of Max India Limited were listed on Bombay Stock Exchange and National Stock Exchange effective July 14, 2016.

Change in registered office address

For the operational convenience, the registered office of the Company has been shifted from 170, Rajpur Road, Village Partitpur Santour near Mussorie Diversion, Dehradun Uttarakhand -248001 to Antara Senior Living, Guniyal Gaon, PO – Sinola, Dehradun – 248003 with

A N N U A L R E P O R T 2 0 1 5 - 1 6

effect from May 9, 2016.

Material change affecting the financial position of the Company since March 31, 2016 to the date of the Report

There is no material change affecting the financial position of the Company since March 31, 2016 to the date of Report.

Transfer to Reserves

The Company doesnot propose to transfer any amount to the reserves.

Board of Directors

In accordance with the requirement of the Companies Act, 2013, Mrs. Tara Singh Vachani is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

Company Secretary

Ms. Jigyasa Gulati was appointed as the Company Secretary of the Company by the Board of Directors in their meeting held on January 14, 2016.

She is a member of Institute of Company Secretaries of India (ICSI) and is also pursuing Bachelors in Law (LLB). Prior to this she was a part of the Corporate Secretarial team at Times Internet Limited (Times of India Group) and has served as the Company Secretary of S B Packagings Limited.


The Company has received declarations from Mr. Pradeep Pant and Mrs. Sharmila Tagore, Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under Section 149 of the Companies Act, 2013.

Further, the code of conduct for independent directors specifying their roles, rights, responsibilities in the Company, business model of the Company and related matters are put up on the website of the Company at the link <http: www.antaraseniorliving.com>.

Policy on qualification & remuneration for the Directors and other employees

The Company has framed a Policy for determining qualifications, positive attributes and independence of a Director and remuneration for the Directors and other team members of the Company.

The Policy is attached herewith marked as Annexure-1

Audit Committee

There has been no change in the composition of the Audit Committee. Its members are as follows:

1) Mr. Pradeep Pant (Chairman)


3) Mr. Rohit Kapoor

Nomination and Remuneration Committee

There has been no change in the composition of the Nomination and Remuneration committee. Its members are as follows:

1) Mrs. Tara Singh Vachani (Chairman)

2) Mr. Pradeep Pant



Your Company has ensured that adequate internal financial controls have been laid down in the company. It is further ensured that such controls are functioning effectively with reference to the financial statements. Different processes have been designed to ensure the compliance of the internal control requirements, regulatory compliance and appropriate recording of financial and operational information. During the year, such controls were tested internally and no reportable material weakness in the design or operations were observed.

During the period under consideration, your Company has provided training to the team members for strengthening the implementation of Internal Financial Controls in two phases i.e. induction training and refresher training.


Statutory Auditor

The Shareholders of the Company in their Annual General Meeting held on August 28, 2015 had appointed M/s Deloitte Haskins and Sells LLP, Chartered Accountants as the statutory auditors of the Company for a consecutive period of 5 years i.e. from Financial Year 2015-16 till 2019-20.

As per Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Statutory Auditor appointed in the Annual General Meeting hold office from the conclusion of that meeting till the conclusion of the sixth annual general meeting and further such appointment is subject to ratification in every annual general meeting by passing of an ordinary resolution.

Ratification of appointment of M/s Deloitte Haskins and Sells LLP, Chartered Accountants as the statutory auditor of the Company is due for the Financial Year 2016-17 and is being placed in the Notice of AGM.

Auditors’ Report

All observations made in the Auditors’ Report and notes to the accounts are self-explanatory and do not contain any adverse remarks or qualification from the Auditors and thus not call for any further comments under Section 134 of the Companies Act, 2013.

Disclosures:

Number of meetings of Board of Directors

The Company prepares a calendar of meetings of the Board and Committees in advance so as to allow the Directors to block their calendars. During the year under review, the Board of Directors duly met five times on18.05.2015, 24.07.2015, 25.08.2015, 28.10.2015 and 14.01.2016 in respect of which proper notices were given and the proceedings were properly recorded and signed minutes were maintained in the minutes book.

Particulars of the Loans given, Investment or Guarantees

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.


All contracts / arrangements / transactions entered by the Company during the financial year with related parties were presented to the Audit Committee and noted by the Board.

List of all the related party transactions entered by the Company during the financial year 2015-16 is annexed herewith marked as Annexure 2 to this Report

Vigil Mechanism

The Company endeavors to maintain the highest standards of professionalism, integrity and ethical behavior in the conduct of the affairs of its constituents in a fair and transparent manner.

In accordance with the “whistleblower policy or a vigil mechanism” formulated by the Company under the provisions of Section 177 of Companies Act, 2013, the Company had been encouraging its directors and team members to report to the Management, about their concern, grievances, unethical behavior, actual or suspected fraud or violations of the Company’s Code of Conduct policy.

The Company had created Email id: [email protected] for team members to reach out. Further, drop boxes were being installed at different office locations for anonymous complaints.


A N N U A L R E P O R T 2 0 1 5 - 1 6

No of complaints received by Company: Nil

No of complaints have been disposed off after taking appropriate action: Nil

No of complaints remain pending as of 31 March, 2016: Nil

Risk Management Policy

Your Company has been adhering to the Risk Management policy adopted for assessing the key risks being faced by the Company such as strategic, financial, credit, market, liquidity, information technology, legal, regulatory and other risks. Your Company is exposed to inherent uncertainties owing to the sector in which it operates. A key factor in determining a company’s capacity to create sustainable value is the risks that the company is willing to take (at strategic and operational levels) and its ability to manage them effectively. The Company is ensuring that these risks are identified on a timely basis and are being addressed accordingly. Every quarter the Audit Committee reviews the principal risks and uncertainties that can impact the ability of the Company to achieve its strategic objectives and seeks measures to minimize the adverse impact of these risks.

Conservation of Energy and Technology Absorption.

Your Company is taking following measures in view of conservation of energy and technology absorption.

• LED based lighting in high usage common areas shall be installed to optimize power consumption

• Energy efficient buildings using low embodied energy building materials

• Solar water heating panels shall be installed to cater to 20% of hot water requirement

• Native plant species selected for landscaping to reduce potable water requirement

• More than 12 rainwater harvesting pits alongwith drip irrigation mechanisms and organic waste management system has been planned.

• 100% wastewater treatment at the zero discharge site has been planned to prevent release of any harmful or toxic material

• Variable frequency drives have been planned to save more energy for operating motors and lifts

• Water efficient sanitary fixtures to reduce potable water usage


(Rs. in Lacs)

2015-16 2014-15Foreign Exchange Outgo

Professional and consultation fees 0 8.29

Others 0 1.53

Director’s Sitting Fees 5.57 0

Travelling and Conveyance 4.61 0

Capital Work in Progress 312.27 0

Total 322.45 9.82


Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, your Directors confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the

state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis; and

e. the directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.


Extract of Annual return of the Company is annexed herewith as Annexure 3 to this report.

Particulars of employees and remuneration

The information required under Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure 4 to this Report. None of the employees listed in the said Annexure is related to any Director of the Company.

Prevention of Sexual Harassment of Women at Workplace

The Company has zero tolerance for sexual harassment at workplace and has been undertaking measures in order to nurture and promote a gender sensitive and safe working environment at all locations. In this regard, Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

The Company has been organizing training programmes for the team members for creating awareness on the subject.


No. of complaints received on sexual harassment by Company: Nil

No. of complaints have been disposed off after taking appropriate action: Nil

No. of complaints remain pending as of 31 March, 2016: Nil

Acknowledgement

Your Directors would like to express their sincere appreciation for the assistance and co–operation received from the management and its team members during the year under review.


Tara Singh Vachani Rohit KapoorDirector Director

DIN No. 02610311 DIN No. 06529360


Enclosures

Annexure-1:Policy on qualification, positive attributes etc. of directors.

Annexure-2: List of related party transactions for financial year 2015-16

Annexure-3: Extract of Annual Return of the Company

Annexure-4: Particulars of Employees and their remuneration

A N N U A L R E P O R T 2 0 1 5 - 1 6

Sd/- Sd/-


Preamble




For the appointment of KMPs [other than Managing Director/ Whole time Director/Manager/CEO], Senior Management and other employees, a person should possess adequate qualification, expertise and experience for the position, he / she is considered for the appointment.

Remuneration Policy


The key components of the Company’s Remuneration Policy are - the Compensation will be based on credentials and the major driver of performance, compensation will be competitive and benchmarked with industry practice and compensation will be fully transparent and tax compliant.

The purpose of this Policy is to ensure that the remuneration to Directors, KMP and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance

objectives appropriate to the working of the Company and its goals and to retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

• Remuneration of Managing / Whole-time Director/Manager/CEO , KMP and Senior Management

The remuneration of the Managing / Whole - time Director/ Manager/CEO, as the case may be will be determined by the NRC and recommended to the Board for approval. Such remuneration shall be subject to the prior / post approval of the shareholders of the Company and Central Government, wherever required and shall be in accordance with the provisions of the Act and Rules made thereunder. Further, the remuneration of KMP (other than Managing /Whole time Director/ Manager/CEO) and Senior Management shall be decided by HR Committee based on the standard market practice and prevailing HR policies of the Company.

• Remuneration to Non-executive / Independent Director

The remuneration / commission / sitting fees, as the case may be, to the Non-Executive /Independent Director, shall be in accordance with the provisions of the Act and the Rules made thereunder for the time being in force or as may be decided by the Committee / Board /shareholders. An Independent Director shall not be entitled to any stock option of the Company unless otherwise permitted in terms of the Act, as amended from time to time.

For and on behalf of the Board of DirectorsAntara Purukul Senior Living Limited

Sd/- Sd/-

Tara Singh Vachani Rohit KapoorDirector Director

DIN No. 02610311 DIN No. 06529360


A N N E X U R E - 1

A N N U A L R E P O R T 2 0 1 5 - 1 6


Staff welfare expenses - - - - 21.14 - 21.14

(-) (-) (-) (-) (16.90) (-) (16.90)

Interest expense on borrowings 357.51 1,543.55 - - - - 1,901.06

(-) (1,081.44) (-) (-) (-) (-) (1,081.44)

Sales commission - 65.23 - - - 65.23

(-) (65.61) (-) (-) (-) (-) (65.61)

Electricity charges - - - - 16.08 16.08

(-) (-) (-) (-) (9.44) (-) (9.44)

Rent including lease rentals - - 82.61 - - 82.61

(-) (-) (80.10) (-) (-) (-) (80.10)

Repair and maintenance - others - - - - 29.73 29.73

(-) (-) (-) (-) (28.25) (-) (28.25)

Miscelaneous expenses - - - 2.75 - - 2.75

(-) (-) (-) (4.11) (-) (-) (4.11)

Legal and professional - - - - - -

(447.19) (-) (-) (-) (-) (-) (447.19)

Reimbursement of expenses paid 4.78 - - - - 3.71 8.49

(8.56) (-) (-) (-) (0.73) (-) (9.29)

Loan taken by the Company 4,250.00 4,980.48 - - - - 9,230.48

(-) (-) (-) (-) (-) (-) (-)

Loan repaid by the Company - 1,759.67 - - - - 1,759.67

(-) (-) (-) (-) (-) (-) (-)

Corporate guarantee given to secure borrowings by 27,700.00 27,700.00 - - - - 55,400.00

(-) (-) (-) (-) (-) (-) (-)

Balance outstanding at the end of year

Long-term borrowings

Term loans from related parties 4,250.00 10,720.81 - - - - 14,970.81

(-) (7,500.00) (-) (-) (-) (-) (7,500.00)

Trade payables - - - - 1.48 3.76 5.24

(-) (-) (-) (-) (2.66) (-) (2.66)

Other long-term liabilities

I. Advance from customer - - - - - - -

(-) (1,306.67) (-) (-) (-) (-) (1,306.67)

Other current liabilities

i. interest accrued but not due on borrowings - 498.64 - - - - 498.64

(-) (-) (-) (-) (-) (-) (-)

ii. Contractually reimbursable expenses - - - - - - -

(-) (3,673.81) (-) (-) (-) (-) (3,673.81)


Loans and advances - - - 0.18 - - 0.18

(-) (-) (-) (0.41) (-) (-) (0.41)


Security deposit given - - 8.00 - - - 8.00

(-) (-) (-) (-) (-) (-) (-)

Corporate guarantee given at the year end 27,700.00 27,700.00 - - - - 55,400.00

to secure borrowings by

(-) (-) (-) (-) (-) (-) (-)


(Rs. in Lacs)

Ultimateholding

company

Max IndiaLimited

Antara SeniorLiving Limited

PharmaxCorporation

Limited

Max LifeInsurance

Company Ltd.

Max FinancialServices Ltd.


Limited

Fellow Subsidiaries

TotalParticulars

Holdingcompany

Details of transactions with related party during the year



A N N E X U R E - 2


Sd/-Rohit Kapoor

Director DIN No.: 06529360

Tara Singh VachaniDirector

DIN No.: 02610311


Sd/-

A N N U A L R E P O R T 2 0 1 5 - 1 6

A N N E X U R E - 3

FORM NO. MGT 9


as on financial year ended on 31.03.2016



i CIN U74120UR1995PLC018283

ii Registration Date 21/06/2016

iii Name of the Company ANTARA PURUKUL SENIOR LIVING LIMITED


v Address of the Registered office & contact details Antara Senior Living, Guniyal Gaon,

P.O. - Sinola Dehradun Uttarakhand 248003 IN


vii Name , Address & contact details of the Registrar & Transfer Agent, if any. MAS SERVICES LIMITED T-34, 2ND FLOOR, OKHLA

INDUSTRIAL AREA PHASE-II, NEW DELHI-110020

PH: 011-26387281 FAX: 011-26387384




Product /service

1 Construction 99531122 100




1 ANTARA SENIOR LIVING LIMITED U74140DL2011PLC218781 HOLDING 100





end of the year

% change during

the year


Shares


Shares

A. Promoters

(1) Indian

a) Individual/HUF


c) Bodies Corporates 8219000 Nil 8219000 100 8219000 Nil 8219000 100 N.A N.A

d) Bank/FI

e) Any other

SUB TOTAL:(A) (1) 8219000 Nil 8219000 100 8219000 Nil 8219000 100 N.A N.A

(2) Foreign

a) NRI- Individuals


c) Bodies Corp.

d) Banks/FI

e) Any other…

SUB TOTAL (A) (2)

Total Shareholding of 8219000 Nil 8219000 100 8219000 Nil 8219000 100 N.A N.A


A N N U A L R E P O R T 2 0 1 5 - 1 6



(1) Institutions

a) Mutual Funds

b) Banks/FI

c) Cenntral govt

d) State Govt.



g) FIIS


I) Others (specify)

SUB TOTAL (B)(1):



i) Indian

ii) Overseas

b) Individuals



c) Others (specify)

SUB TOTAL (B)(2):


(B)= (B)(1)+(B)(2)


for GDRs & ADRs

Grand Total (A+B+C) 8219000 Nil 8219000 100 8219000 Nil 8219000 100 N.A N.A


Sl

No.

Shareholding at the


% change in

share holding



company


total shares

No ofshares


company


total shares

1 ANTARA SENIOR LIVING LIMITED 8219000 100 0 8219000 100 51 0

Total 8219000 100 0 8219000 100 51 0


end of the year


Sl

No.


of the Year




Date wise increase/decrease in Promoters Share holding



At the end of the year


during the year

A N N U A L R E P O R T 2 0 1 5 - 1 6




(v) INDEBTEDNESS


Sl

No.

Sl

No.


of the Year


of the Year

Total

Indebtedness

Deposits

No of shares

No of shares





At the beginning of the year 8219000 100 8219000 100

Date wise increase/decrease in Promoters Share NO CHANGE NO CHANGE NO CHANGE NO CHANGE



/sweat equity etc)

At the end of the year (or on the date of separation, 8219000 100 8219000 100



Date wise increase/decrease in Promoters Share

holding during the year specifying the reasons for NIL


/sweat equity etc)



I) Principal Amount 313,779 750,000,000 750,313,779

ii) Interest due but not paid - - -

iii) Interest accrued but not due - - -

Total (i+ii+iii) 313,779 750,000,000 750,313,779

-

Change in Indebtedness during the financial year -

Additions 1,502,519,340 747,080,886 2,249,600,226

Reduction -

Net Change -

Indebtedness at the end of the financial year -

i) Principal Amount 1,502,703,000 1,497,080,886 2,999,783,886

ii) Interest due but not paid - -

iii) Interest accrued but not due - -

-

Total (i+ii+iii) 1,502,703,000 1,497,080,886 2,999,783,886


during the year


during the year



Unsecured

Loans

Secured Loans

excluding deposits

A N N U A L R E P O R T 2 0 1 5 - 1 6




1 Gross salary

(a) Salary as per provisions contained in section 17(1)


(b) Value of perquisites u/s 17(2) of the Income tax Act, 1961

(c) Profits in lieu of salary under section 17(3) of the Income

Tax Act, 1961

2 Stock option

3 Sweat Equity NOT APPLICABLE

4 Commission

as % of profit

others (specify)

5 Others, please specify

Total (A)

Ceiling as per the Act



(a) Fee for attending board/ committee meetings 1100000 1200000 2300000

(b) Commission


Total (1) 2300000

2 Other Non Executive Directors NIL

(a) Fee for attending board/ committee meetings

(b) Commission


Total (2)

Total (B)=(1+2) 2300000

Total Managerial Remuneration 2300000

Overall Cieling as per the Act. 100000 per meeting


SI. No. Particulars of Remuneration Total AmountName of the Directors

Mr. PradeepPant

Mrs. SharmilaTagore


(a) Salary as per provisions contained in section 17(1) of

the Income Tax Act, 1961.

(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961

(c ) Profits in lieu of salary under section 17(3) of the Income

Tax Act, 1961

2 Stock Option NOT APPLICABLE

3 Sweat Equity

4 Commission

as % of profit

others, specify

5 Others, please specify

Total

SI. No. Particulars of Remuneration TotalKey Managerial Personnel


SecretaryCFO Total

1.

A N N U A L R E P O R T 2 0 1 5 - 1 6



Appeal made if

any (give details)

Authority (RD/

NCLT/Court)

A. COMPANY




B. DIRECTORS











Section of the

Companies Act


Sd/- Sd/-

Place: New Delhi


Rohit Kapoor

Director

DIN No.: 06529360

Tara Singh Vachani

Director

DIN No.: 02610311

A N N U A L R E P O R T 2 0 1 5 - 1 6

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF ANTARA PURUKUL SENIOR LIVING LIMITED


We have audited the accompanying financial statements ofANTARA

PURUKUL SENIOR LIVING LIMITED (“the Company”), which comprise

the Balance Sheet as at 31 March, 2016, the Statement of Profit and

Loss andthe Cash Flow Statement for the year then ended, and a

summary of the significant accounting policies and other

explanatory information


The Company’s Board of Directors is responsible for the matters

stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with

respect to the preparation of these financial statements that give a

true and fair view of the financial position, financial performance and

cash flows of the Company in accordance with the accounting

principles generally accepted in India, including the Accounting

Standards prescribed under section 133 of the Act, as applicable.

This responsibility also includes maintenance of adequate

accounting records in accordance with the provisions of the Act for

safeguarding the assets of the Company and for preventing and

detecting frauds and other irregularities; selection and application of

appropriate accounting policies; making judgments and estimates

that are reasonable and prudent; and design, implementation and

maintenance of adequate internal financial controls, that were

operating effectively for ensuring the accuracy and completeness of

the accounting records, relevant to the preparation and presentation

of the financial statements that give a true and fair view and are free

from material misstatement, whether due to fraud or error.


Our responsibility is to express an opinion on these financial

statements based on our audit.

We have taken into account the provisions of the Act, the accounting

and auditing standards and matters which are required to be included

in the audit report under the provisions of the Act and the Rules made

thereunder and the Order under section 143 (11) of the Act.

We conducted our audit of the financial statements in accordance

with the Standards on Auditing specified under Section 143(10) of

the Act. Those Standards require that we comply with ethical


assurance about whether the financial statements are free from

material misstatement.

An audit involves performing procedures to obtain audit evidence

about the amounts and the disclosures in the financial statements.

The procedures selected depend on the auditor’s judgment,

including the assessment of the risks of material misstatement of

the financial statements, whether due to fraud or error. In making

those risk assessments, the auditor considers internal financial control

relevant to the Company’s preparation of the financial statements that

give a true and fair view in order to design audit procedures that are

appropriate in the circumstances. An audit also includes evaluating the

appropriateness of the accounting policies used and the reasonableness

of the accounting estimates made by the Company’s Directors, as well as

evaluating the overall presentation of the financial statements.


appropriate to provide a basis for our audit opinion on the financial

statements.

Opinion

In our opinion and to the best of our information and according to the

explanations given to us, the aforesaid financial statements give the

information required by the Act in the manner so required and give a

true and fair view in conformity with the accounting principles generally

accepted in India, of the state of affairs of the Company as at 31 March,

2016, and its loss and its cash flows for the year ended on that date.



a) We have sought and obtained all the information and

explanations which to the best of our knowledge and

belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law

have been kept by the Company so far as it appears from

our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and

the Cash Flow Statement dealt with by this Report are in

agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply

with the Accounting Standards prescribed under section

133 of the Act, as applicable.

e) On the basis of the written representations received from

the directors as on 31 March, 2016 taken on record by the

Board of Directors, none of the directors is disqualified as

on 31March, 2016 from being appointed as a director in

terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial

controls over financial reporting of the Company and the

operating effectiveness of such controls, refer to our

separate Report in “Annexure A”. Our report expresses an

unmodified opinion on the adequacy and operating

effectiveness of the Company’s internal financial controls

over financial reporting.

g) With respect to the other matters to be included in the

Auditor’s Report in accordance with Rule 11 of the

Companies (Audit and Auditors) Rules, 2014, in our

opinion and to the best of our information and according

to the explanations given to us:

i. The Company does not have any pending litigations

which would impact its financial position – Refer Note

22.1 of the financial statements.

ii. The Company did not have any long-term contracts

including derivative contracts for which there were any

material foreseeable losses – Refer Note 22.3 of the

financial statements.

iii. There were no amounts which were required to be

transferred to the Investor Education and Protection

Fund by the Company - Refer Note 22.4 of the financial

statements.

2. As required by the Companies (Auditor’s Report) Order, 2016

(“the Order”/”CARO 2016”) issued by the Central Government in

terms of Section 143(11) of the Act, we give in “Annexure B” a

statement on the matters specified in paragraphs 3 and 4 of the

Order.




Alka Chadha

Partner


Place : New Delhi

Date: 9 May, 2016

A N N U A L R E P O R T 2 0 1 5 - 1 6

ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 1(f)under ‘Report on Other Legal and

Regulatory Requirements’ of our report of even date)





reporting of ANTARA PURUKUL SENIOR LIVING LIMITED (“the

Company”) as of 31 March, 2016 in conjunction with our audit of the

financial statements of the Company for the year ended on that date.






















Accountants of India and the Standards on Auditing prescribe d








































statements.


Reporting










Opinion














Alka Chadha

Partner


Place : New Delhi

Date: 9 May, 2016

A N N U A L R E P O R T 2 0 1 5 - 1 6

ANNEXURE “B” TO THE INDEPENDENT AUDITOR’S REPORT



(i) (a) The Company has maintained proper records showing full

particulars, including quantitative details and situation of

fixed assets.

(b) The fixed assets were physically verified during the year by

the Management in accordance with a regular

programme of verification which, in our opinion, provides

for physical verification of all the fixed assets at

reasonable intervals. According to the information and

explanations given to us, no material discrepancies were

noticed on such verification.

(c) According to the information and explanations given to us

and the records examined by us and based on the

examination of the registered sale deed / transfer deed /

conveyance deed provided to us, we report that, the title

deeds, comprising all the immovable properties of land

and buildings which are freehold, are held in the name of

the Company as at the balance sheet date.



(iii) The Company has not granted any loans, secured or

unsecured, to companies, firms, Limited Liability Partnerships

or other parties covered in the register maintained under

section 189 of the Companies Act, 2013.

(iv) The Company has not granted any loans, made investments or

provided guarantees and hence reporting under clause (iv) of

the CARO 2016 is not applicable.


Company has not accepted any deposit from public. The

Company does not have any unclaimed deposits and

accordingly the provisions of Sections 73 to 76 or any other

relevant provisions of the Companies Act, 2013 are not

applicable to the Company.

(vi) Having regard to the nature of the Company’s business /

activities, reporting under clause (vi) CARO 2016 is not

applicable.

(vii) According to the information and explanations given to us, in

respect of statutory dues:

(a) The Company has generally been regular in depositing

undisputed statutory dues, including Provident Fund,

Income-tax, Service Tax, Customs Duty, Value Added Tax,

cess and other material statutory dues applicable to it to

the appropriate authorities. We are informed that the

provisions of Employees State Insurance Act, 1948 are

not applicable to the Company and that the operations of

the Company did not give rise to any liability for Sales Tax

and Excise Duty.

(b) There were no undisputed amounts payable in respect of

Provident Fund, Income-tax, Service Tax, Customs Duty,

Value Added Tax, cess and other material statutory dues

in arrears as at 31 March, 2016 for a period of more than

six months from the date they became payable. We are

informed that the provisions of Employees State

Insurance Act, 1948 are not applicable to the Company

and that the operations of the Company did not give rise to

any liability for Sales Tax and Excise Duty.

(c) There are no dues of Income-tax, Service Tax, Customs

Duty and Value Added Tax as on 31 March, 2016 on

account of disputes. We are informed that the operations

of the Company did not give rise to any liability for Sales

Tax and Excise Duty.

(viii) In our opinion and according to the information and

explanations given to us, the Company has not defaulted in the

repayment of loans or borrowings to banks and financial

institutions. The Company has not taken any loans or

borrowings from government or has not issued any debentures.

(ix) The Company has not raised moneys by way of initial public

offer or further public offer (including debt instruments). In our

opinion and according to the information and explanations

given to us, the term loans have been applied by the Company

during the year for the purposes for which they were raised.

(x) To the best of our knowledge and according to the information

and explanations given to us, no fraud by the Company and no

material fraud on the Company by its officers or employees has

been noticed or reported during the year.

(xi) In our opinion and according to the information and

explanations given to us, the Company has paid / provided

managerial remuneration in accordance with the requisite

approvals mandated by the provisions of section 197 read with

Schedule V to the Companies Act, 2013.

(xii) The Company is not a Nidhi Company and hence reporting

under clause (xii) of the CARO 2016 is not applicable.

(xiii) In our opinion and according to the information and

explanations given to us the Company is in compliance with

Section 188 and 177 of the Companies Act, 2013, where

applicable, for all transactions with the related parties and the

details of related party transactions have been disclosed in the

financial statements etc. as required by the applicable

accounting standards.

(xiv) During the year the Company has not made any preferential

allotment or private placement of shares or fully or partly

convertible debentures and hence reporting under clause (xiv)

of CARO 2016 is not applicable to the Company.

(xv) In our opinion and according to the information and

explanations given to us, during the year the Company has not

entered into any non-cash transactions with its directors or

persons connected with him and hence provisions of section

192 of the Companies Act, 2013 are not applicable.

(xvi) The Company is not required to be registered under section 45-

IA of the Reserve Bank of India Act, 1934.




Alka Chadha

Partner


Place : New Delhi

Date: 9 May, 2016

A N N U A L R E P O R T 2 0 1 5 - 1 6


AS AT M A R C H 3 1 , 2 0 1 6

As atMarch 31, 2016

As atMarch 31, 2015

(Rs. in Lacs)

Notes



(a) Share capital 3 821.90 821.90

(b) Reserves and surplus 4 (9,720.07) (7,592.22)

(8,898.17) (6,770.32)

2. Non-current liabilities

(a) Long-term borrowings 5 29,997.84 15,583.14

(b) Other Long-term liabilities 6 10,292.22 7,682.05

(c) Long-term provisions 7 130.53 290.78

40,420.59 23,555.97



(i) total outstanding dues to micro enterprises and small enterprises - -

(ii) total outstanding dues to creditors other than micro enterprises and small enterprises 144.74 164.11

(b) Other current liabilities 9 1,728.43 4,344.07

(c) Short-term provisions 10 321.35 41.18

2,194.52 4,549.36

TOTAL 33,716.94 21,335.01

B. ASSETS

1. Non-current assets

(a) Fixed assets

(i) Tangible assets 11A 6,034.44 6,006.31

(ii) Intangible assets 11B 22.70 3.63

(iii) Capital work-in-progress 25,593.73 11,489.81

(iv) Intangible assets under development - 1.87

31,650.87 17,501.62

(b) other non-current assets 12 - 4.52

(c) Long-term loans and advances 13 1,291.65 1,518.40

1,291.65 1,522.92

2. Current assets

(a) Current investments 14 - 1,375.36

(b) Cash and cash equivalents 15 720.34 877.57

(c) Short-term loans and advances 16 54.08 52.56

(d) Other current assets 17 - 4.98

774.42 2,310.47

TOTAL 33,716.94 21,335.01




Alka Chadha Pradeep Pant Tara Singh VachaniPartner (Director) (Director)

DIN No: 00677064 DIN No: 02610311

Kameshwarrao Venkata Adhikarla Jigyasa Gulati(Director Finance) (Company Secretary)


Particulars

A N N U A L R E P O R T 2 0 1 5 - 1 6





(Rs. in Lacs)

NotesParticulars

1. Income

(a) Other income 18 106.03 192.59

2. Total revenue 106.03 192.59

3. Expenses

(a) Employee benefits expense 19 572.89 415.52

(b) Finance costs 20 1,025.01 398.17

(c) Depreciation and amortisation expense 11 35.59 19.65

(d) Other expenses 21 601.85 6,895.36

4. Total expenses 2,235.34 7,728.70

5. Loss before tax (2-4) (2,129.31) (7,536.11)

6. Tax expense

(a) Short / (Excess) provision for tax relating to prior years (1.46) 40.55

(1.46) 40.55

Loss after tax (2,127.85) (7,576.66)

Earnings per share (of Rs. 10 each) 28

- Basic and diluted (25.89) (92.18)





DIN No: 00677064 DIN No: 02610311



A N N U A L R E P O R T 2 0 1 5 - 1 6





(Rs. in Lacs)


Loss before tax (2,129.31) (7,536.11)

Adjustments for:

Depreciation and amortisation expense 35.59 19.65

Finance costs 1,025.01 398.17

Interest income from others (10.80) -

Interest income from bank on deposits (47.32) (67.61)

Loss on sale/write off of fixed assets - 1.28

Net gain on sale of current investments in mutual funds (47.91) (124.59)

Operating loss before working capital changes (1,174.74) (7,309.21)


Adjustments for increase / (decrease) in operating liabilities:

Trade payables (19.37) (437.59)


Long-term provisions (160.26) 276.12

Other current liabilities (3,605.03) 2,503.79

Other long-term liabilities 2,610.17 3,156.03

(893.76) 5,512.41

Adjustments for (increase) / decrease in operating assets:

Short-term loans and advances (1.52) 33.27

Long-term loans and advances (34.18) 2,252.02

Other current assets - -

(35.70) 2,285.29

Cash flow/used in operations (2,104.20) 488.49

Net income tax paid 0.90 (40.55)

Net cash flow from/(used in) operating activities A. (2,103.30) 447.94

B. Cash flow from investing activities

Capital expenditure on fixed assets, including capital advances (13,384.80) (3,792.56)

Proceeds from sale of fixed assets - (9.54)

Bank balances not considered as Cash and cash equivalents 827.30 (106.73)

Interest received 67.62 65.90

Current investments in mutual funds

- Purchased (5,013.07) (7,366.20)

- Proceeds from sale 6,436.34 7,094.00

Net cash flow used in investing activities B. (11,066.61) (4,115.13)


Proceeds from long -term borrowings 14,414.71 3,714.35

Finance costs (574.73) (375.34)

Net cash flow from financing activities C. 13,839.98 3,339.01

Net increase/(decrease) in cash and cash equivalents (A+B+C) 670.07 (328.18)



Reconciliation of Cash and cash equivalents with the Balance Sheet:

Cash and cash equivalents (Refer Note 15) 720.34 877.57

Less: Bank balances not considered as Cash and cash equivalents

(i) In other deposit accounts - 733.90

A N N U A L R E P O R T 2 0 1 5 - 1 6



- Original maturity more than 3 months

(ii) In earmarked accounts

- Balances held as margin money against guarantees - 93.40

- 827.30

Net Cash and cash equivalents (as defined in AS 3 Cash Flow Statements) included in Note 15 720.34 50.27

Cash and cash equivalents at the end of the year*

*Comprises:



- in current account 719.19 49.29

- in deposit account - -

Total 720.34 50.27




(Rs. in Lacs)




DIN No: 00677064 DIN No: 02610311



A N N U A L R E P O R T 2 0 1 5 - 1 6

Significant Accounting Policies and Notes on Accounts


ANTARA PURUKUL SENIOR LIVING LIMITED ("the Company") is a wholly owned subsidiary of ANTARA SENIOR LIVING LIMITED. The Company

has been set up to primarily engage in the business of construction and leasing of residential senior living communities.

2. Significant Accounting Policies

a. Basis of Preparation

The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India

(Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013 (“the 2013 Act”) and

relevant provisions of the Companies Act, 2013. The financial statements have been prepared on accrual basis under the historical cost

convention. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year.

b. Uses of Estimates






c. Cash and cash equivalents (for purposes of Cash flow statement)

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances, (with original maturity of

three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash


d. Cash flow statement




e. Depreciation and amortisation

Depreciation amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated value. Depreciation on

tangible fixed assets has been provided on the straight line method as per the useful life prescribed in Schedule II to the Companies

Act, 2013The estimated useful life of the intangible assets and the amortisation period are reviewed at the end of each financial year

and the amortisation period is revised to reflect the changed pattern, if any.

f. Revenue Recognition


reliably measured.

g. Other income

Interest income is accounted on accrual basis. Dividend income is accounted when the right to receive it is established.

h. Fixed Assets (Tangible/Intangible)

Fixed assets are carried at cost less accumulated depreciation/amortisation and impairment losses, if any. The cost of fixed assets

comprises its purchase price, net of any trade discounts and rebates, any import duties and other taxes (other than those subsequently

recoverable from the tax authorities), any directly attributable expenditure on making the asset ready for its intended use, other incidental

expenses and interest on borrowings attributable to acquisition of qualifying fixed assets up to the date the asset is ready for its intended

use. Subsequent expenditure on fixed assets after its purchase / completion is capitalised only if such expenditure results in an increase

in the future benefits from such asset beyond its previously assessed standard of performance. Fixed assets acquired and put to use for

project purpose are capitalised and depreciation thereon is included in the project cost till the project is ready for its intended use. Fixed

assets acquired in full or part exchange for another asset are recorded at the fair market value or the net book value of the asset given up,

adjusted for any balancing cash consideration. Fair market value is determined either for the assets acquired or asset given up, whichever

is more clearly evident. Fixed assets acquired in exchange for securities of the Company are recorded at the fair market value of the assets

or the fair market value of the securities issued, whichever is more clearly evident. Fixed assets retired from active use and held for sale

are stated at the lower of their net book value and net realisable value and are disclosed separately in the balance sheet. Capital work-in-

progress: Projects under which assets are not ready for their intended use and other capital work-in-progress are carried at cost,

comprising direct cost, related incidental expenses and attributable interest.

i. Foreign currency transactions and translations

Initial recognition Transactions in foreign currencies entered into by the Company are accounted at the exchange rates prevailing on

the date of the transaction or at rates that closely approximate the rate at the date of the transaction. Measurement at the balance

sheet date Foreign currency monetary items (other than derivative contracts) of the Company, outstanding at the balance sheet date

are restated at the year-end rates. Non-monetary items of the Company are carried at historical cost.

Treatment of exchange differences Exchange differences arising on settlement / restatement of foreign currency monetary assets and

liabilities of the Company are recognised as income or expense in the Statement of Profit and Loss. Accounting of forward contracts

Premium / discount on forward exchange contracts, which are not intended for trading or speculation purposes, are amortised over the

A N N U A L R E P O R T 2 0 1 5 - 1 6


period of the contracts if such contracts relate to monetary items as at the Balance Sheet date. Any profit or loss arising on cancellation or

renewal of such a forward contract is recognised as income or as expense in the period in which such cancellation or renewal is made.

j. Investments

Long-term investments, are carried individually at cost less provision for diminution, other than temporary, in the value of such

investments. Current investments are carried individually, at the lower of cost and fair value. Cost of investments include acquisition


k. Employee benefits

Employee benefits include provident fund, gratuity fund, compensated absences and long term incentive.

Defined contribution plan The Company's contribution to provident fund is considered as defined contribution plan and are charged

as an expense based on the amount of contribution required to be made and when services are rendered by the employees. Defined

benefit plan For defined benefit plans in the form of gratuity fund, the cost of providing benefits is determined using the Projected Unit

Credit method, with actuarial valuations being carried out at each balance sheet date. Actuarial gains and losses are recognised in

the Statement of Profit and Loss in the period in which they occur. Past service cost is recognised immediately to the extent that the

benefits are already vested and otherwise is amortised on a straight-line basis over the average period until the benefits become

vested. The retirement benefit obligation recognised in the Balance Sheet represents the present value of the defined benefit obligation

as adjusted for unrecognised past service cost, as reduced by the fair value of scheme assets. Any asset resulting from this calculation is

limited to past service cost, plus the present value of available refunds and reductions in future contributions to the scheme.


The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees

are recognised during the year when the employees render the service. These benefits include performance incentive and

compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders

the related service. The cost of short-term compensated absences is accounted as under :(a) in case of accumulated compensated

absences, when employees render the services that increase their entitlement of future compensated absences; and(b) in case of

non-accumulating compensated absences, when the absences occur.

Long-term employee benefits

Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee

renders the related service are recognised as a liability at the present value of the defined benefit obligation as at the balance sheet

date less the fair value of the plan assets out of which the obligations are expected to be settled. Long Service Awards are recognised

as a liability at the present value of the defined benefit obligation as at the balance sheet date.

Long term incentive

The Company has offered a long term incentive plan for its employees based on achievement of certain individual performance

milestones and collective milestones at the Company level. This plan offers a formula based financial incentive to eligible employees

who meet these milestones.

l. Borrowing costs

Borrowing costs include interest, amortisation of ancillary costs incurred and exchange differences arising from foreign currency

borrowings to the extent they are regarded as an adjustment to the interest cost. Costs in connection with the borrowing of funds to

the extent not directly related to the acquisition of qualifying assets are charged to the Statement of Profit and Loss over the tenure of

the loan. Borrowing costs, allocated to and utilised for qualifying assets, pertaining to the period from commencement of activities

relating to construction /development of the qualifying asset upto the date of capitalisation of such asset are added to the cost of the

assets. Capitalisation of borrowing costs is suspended and charged to the Statement of Profit and Loss during extended periods when

active development activity on the qualifying assets is interrupted.

m. Leases

Where the Company as a lessor leases assets under finance leases, such amounts are recognised as receivables at an amount equal

to the net investment in the lease and the finance income is recognised based on a constant rate of return on the outstanding net

investment. Assets leased by the Company in its capacity as lessee where substantially all the risks and rewards of ownership vest in

the Company are classified as finance leases. Such leases are capitalised at the inception of the lease at the lower of the fair value

and the present value of the minimum lease payments and a liability is created for an equivalent amount. Each lease rental paid is

allocated between the liability and the interest cost so as to obtain a constant periodic rate of interest on the outstanding liability for

each year. Lease arrangements where the risks and rewards incidental to ownership of an asset substantially vest with the lessor are

recognised as operating leases. Lease rentals under operating leases are recognised in the Statement of Profit and Loss on a

straight-line basis over the lease term.

n. Earnings per share

Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if any) by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if any) as adjusted for dividend, interest and other charges to expense or income relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares. Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share from continuing ordinary operations. Potential dilutive equity shares are deemed to be converted as

A N N U A L R E P O R T 2 0 1 5 - 1 6


at the beginning of the period, unless they have been issued at a later date. The dilutive potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at fair value. Dilutive potential equity shares are determined independently for each period presented. The number of equity shares and potentially dilutive equity shares are adjusted for share splits / reverse share splits and bonus shares, as appropriate.

o. Taxes on income

Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the applicable tax rates and the provisions of the Income Tax Act, 1961 and other applicable tax laws. Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of adjustment to future income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normal income tax. Accordingly, MAT is recognised as an asset in the Balance Sheet when it is probable that future economic benefit associated with it will flow to the Company.

Deferred tax is recognised on timing differences, being the differences between the taxable income and the accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax is measured using the tax rates and the tax laws enacted or substantively enacted as at the reporting date. Deferred tax liabilities are recognised for all timing differences. Deferred tax assets are recognised for timing differences of items other than unabsorbed depreciation and carry forward losses only to the extent that reasonable certainty exists that sufficient future taxable income will be available against which these can be realised. However, if there are unabsorbed depreciation and carry forward of losses and items relating to capital losses, deferred tax assets are recognised only if there is virtual certainty supported by convincing evidence that there will be sufficient future taxable income available to realise the assets. Deferred tax assets and liabilities are offset if such items relate to taxes on income levied by the same governing tax laws and the Company has a legally enforceable right for such set off. Deferred tax assets are reviewed at each balance sheet date for their realisability. Current and deferred tax relating to items directly recognised in reserves are recognised in reserves and not in the Statement of Profit and Loss.

p. Impairment of assets

The carrying values of assets / cash generating units at each balance sheet date are reviewed for impairment if any indication of impairment exists. If the carrying amount of the assets exceeds the estimated recoverable amount an impairment is recognised for such excess amount. The impairment loss is recognised as an expense in the Statement of Profit and Loss, unless the asset is carried at revalued amount, in which case any impairment loss of the revalued asset is treated as a revaluation decrease to the extent a revaluation reserve is available for that asset. The recoverable amount is the greater of the net selling price and their value in use. Value in use is arrived at by discounting the future cash flows to their present value based on an appropriate discount factor. When there is indication that an impairment loss recognised for an asset (other than a revalued asset) in earlier accounting periods no longer exists or may have decreased, such reversal of impairment loss is recognised in the Statement of Profit and Loss, to the extent the amount was previously charged to the Statement of Profit and Loss. In case of revalued asset such reversal is not recognised.

q. Provisions and contingencies

A provision is recognised when the Company has a present obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made. Provisions (excluding retirement benefits) are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the balance sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates. A contingent liability is disclosed unless the possbility of an outflow of resources embodying economic benefits are remote. Contingent assets are not recognised in the financial statements.

r. Service tax input credit

Service tax input credit is accounted for in the books in the period in which the underlying service received is accounted and when there is no uncertainty in availing / utilising the credits.

s. Operating cycle

Based on the nature of products / activities of the Company and the normal time between acquisition of assets and their realisation in cash or cash equivalents, the Company has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non-current.

(a) Authorised

Equity share capital 10,000,000 1,000.00 10,000,000 1,000.00




Equity shares of Rs. 10 (Previous year Rs. 10) 8,219,000 821.90 8,219,000 821.90 each with voting rights

821.90 821.90


Number of sharesParticulars

Number of sharesAmount Rs./Lacs Amount Rs./Lacs


(Rs. in Lacs)

3 Share Capital

A N N U A L R E P O R T 2 0 1 5 - 1 6



ANTARA SENIOR LIVING LIMITED (ASL) and itsnominees ('Holding Company') 8,219,000 100.00 8,219,000 100.00



- Number of shares 8,219,000 - 8,219,000

- Amount (Rs./lacs ) 821.90 - 821.90


- Number of shares 8,219,000 - 8,219,000

- Amount (Rs./lacs ) 821.90 - 821.90


Number of shares heldClass of shares/Name of shareholder

Number of shares held% holding


Particulars


% holding


Refer Notes (i) to (iv) below


(ii) Details of shares held by each shareholder holding more than 5% shares:

(iii) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period:

(iv) Details of shares held by ANTARA SENIOR LIVING LIMITED, the holding company:

Fully paid up equity shares with voting rights 8,219,000 8,219,000

As atMarch 31, 2016


As atMarch 31, 2015


(Rs. in Lacs)

Surplus/(deficit) in Statement of Profit and Loss

Opening balance (7,592.22) (15.56)

Add: Loss for the year (2,127.85) (7,576.66)

Total (9,720.07) (7,592.22)

As atMarch 31, 2016

As atMarch 31, 2015


(a) Term loans

(i) From banks (secured)* 15,025.19 -

(ii) From financial institutions (secured) - 8,080.00

(iii) From related parties (unsecured) 14,970.81 7,500.00

(b) Loan from banks - Vehicle loans (secured)** 1.84 3.14

Total 29,997.84 15,583.14

As atMarch 31, 2016

As atMarch 31, 2015

A N N U A L R E P O R T 2 0 1 5 - 1 6


i. The rate of interest applicable on long term borrowings are as under:

a. Term loans from banks 11.50% -

b. Term loans from financial institution - 12.85%

c. Term loans from related parties 12.00% - 14.00% 14.00%

d. Vehicle loans 10.75% - 11.00% 10.75% - 11.00%

ii. Details of terms of repayment and securities provided in respect of secured term loans are as under:

* Term loans from banks (secured) :

The Loan together with interest, additional interest, further interest, liquidated damages, costs, charges, expenses and all other monies whatsoever payable by the Company is secured by the following security interest created in favour of the Bank or the Security Trustee:

a) Exclusive charge by way of mortgage of the land on which the "Company is building a senior living commnity" ('Project') admeasuring 19 acres (including project land of 13 acres and surplus land of 6 acres) situated at Village Chak Soloniwala, Dehradun, owned by the Company.

b) Exclusive charge by way of hypothecation on entire current assets and movable fixed assets (excluding vehicles hypothecated to the financiers of the vehicles) of the Company and ANTARA SENIOR LIVING LIMITED ('ASL'), both present and future;

c) Exclusive charge over designated account and over all cash flows of the Company and ASL including but not limited to cash flows arising out of sales / leasing of area / project receipts / all other cash flows pertaining to project;

d) Exclusive charge on all the receivables of the Company and ASL by way of hypothecation of scheduled receivables both present and future; and

e) Exclusive charge by way of hypothecation / mortgage / assignment as the case may be of:

(i) all the FSI, rights, title, interest, benefits, claims and demands whatsoever of the Company and ASL in respect of the project, in the project documents, all as amended, varied or supplemented from time to time;(ii) subject to applicable Law, all the rights, title, interest, benefits, claims and demands whatsoever of the Company and ASL in the clearances, and(iii) all the rights, title, interest, benefits, claims and demands whatsoever of the Company and ASL in any letter of credit, guarantee, performance bond, guarantee, bank guarantee provided by any vendor/contractor/party to the Company and ASL in relation to the project.

f) Corporate Guarantees of Max India Limited and ASL.

The loan is repayable in twelve equal quarterly installments from 30 June, 2017 with an option to prepay.

** Vehicle loans (secured)

Vehicle loans Rs 7.46 lacs (including current maturities of long term borrowing Rs 5.62 lacs) (previous year: Rs 7.55 lacs, including current portion of Rs. 4.41 lacs) are secured by way of hypothecation of respective vehicles. This is repayable in next 2 years.

6 Other Long-term liabilities

7 Long-term provisions

(Rs. in Lacs)

(Rs. in Lacs)

Others

(a) Advances from customers 10,129.77 7,682.05

(b) Retention money payable 162.45 -

Total 10,292.22 7,682.05


(a) Provision for compensated absences 83.02 46.05

(b) Provision for gratuity (net) (Refer Note 24) 47.51 29.41

(c) Provision for long term incentive - 215.32

Total 130.53 290.78

As atMarch 31, 2016

As atMarch 31, 2016

As atMarch 31, 2015

As atMarch 31, 2015

A N N U A L R E P O R T 2 0 1 5 - 1 6


8 Trade payables


10 Short-term provisions

(Rs. in Lacs)

(Rs. in Lacs)

(Rs. in Lacs)


- total outstanding dues of micro enterprises and small enterprises (Refer note 29)

- total outstanding dues of creditors other than micro enterprises and small enterprises 144.74 164.11

Total 144.74 164.11

(a) Current maturities of long-term borrowings 5.62 4.41

(b) Interest accured but not due on borrowings (Refer note 5) - 48.36

(c) Interest accrued and due on borrowings (Refer note 5) 498.64 -

(d) Other payables

(i) Statutory dues(Contributions to PF, VAT, Service Tax, Withholding Taxes etc.) 159.00 160.89

(ii) Payables on purchase of fixed assets 985.07 445.97

(iii) Contractually reimbursable expenses - 3,673.81

(iv) Advances from customers 52.84 -

(v) Retention money payable 22.68 6.05

(vi) Security deposits received 4.58 4.58

Total 1,728.43 4,344.07

(a) Provision for employee benefits



(iii) Current portion of Provision for long term incentive 320.09 -

(b) Provision - Others

(i) Provision for tax (net of advance tax Rs. Nil (Previous year Rs. Nil) - 40.55

Total 321.35 41.18

As atMarch 31, 2016

As atMarch 31, 2016

As atMarch 31, 2016

As atMarch 31, 2015

As atMarch 31, 2015

As atMarch 31, 2015

A N N U A L R E P O R T 2 0 1 5 - 1 6



(Rs. in Lacs)11 Fixed Assets

A TANGIBLE ASSETS - OWNED

(a) Land (freehold) 5,878.33 5.50 - 5,883.83 - - - - 5,883.83 5,878.33

5,878.33 - - 5,878.33 - - - - 5,878.33 5,878.33

(b) Computers 56.44 30.73 - 87.17 10.04 19.30 - 29.34 57.83 46.40

14.71 40.72 (1.01) 56.44 1.16 8.84 (0.04) 10.04 46.40 13.55

(c) Furniture and fixtures 35.77 9.78 - 45.55 3.42 3.78 - 7.20 38.35 32.35

0.07 34.71 (0.99) 35.77 0.03 3.38 (0.01) 3.42 32.35 0.04

(d) Vehicles 39.20 5.07 - 44.27 4.19 4.85 - 9.04 35.23 35.01

29.42 19.48 9.70 39.20 1.81 3.84 1.46 4.19 35.01 27.61

(e) Office equipments 16.97 8.97 25.94 2.75 3.99 - 6.74 19.20 14.22

10.08 8.90 2.01 16.97 0.16 2.63 0.04 2.75 14.22 9.92

Total (A) 6,026.71 60.05 - 6,086.76 20.40 31.92 - 52.32 6,034.44 6,006.31

Previous year (C) 5,932.61 103.81 9.71 6,026.71 3.16 18.69 1.45 20.40 6,006.31 5,929.45

B INTANGIBLE ASSETS

(a) Computer software 5.28 22.74 - 28.02 1.65 3.67 - 5.32 22.70 3.63

5.02 0.26 - 5.28 0.69 0.96 - 1.65 3.63 4.33

Total (B) 5.28 22.74 - 28.02 1.65 3.67 - 5.32 22.70 3.63

Previous year (D) 5.02 0.26 - 5.28 0.69 0.96 - 1.65 3.63 4.33

Total (A+B) 6,031.99 82.79 - 6,114.78 22.05 35.59 - 57.64 6,057.14 6,009.94

Previous year (C+D) 5,937.63 104.07 9.71 6,031.99 3.85 19.65 1.45 22.05 6,009.94 5,933.78

Amounts in italics represent previous year's figures.

As at April1, 2015

Additions Deletions/adjustments

Deletions/adjustments

As atMarch 31,

2016

As at April1, 2015

For the year As atMarch 31,

2016

As atMarch 31,

2016

As atMarch 31,

2015

12 Other non-current assets

13 Long-term loans and advances

(Rs. in Lacs)

(Rs. in Lacs)

Interest accrued on deposits - 4.52

Total - 4.52

(a) Capital advances

(i) Secured, considered good 715.35 1,427.85

(ii) Unsecured, considered good 475.46 23.90

1,190.81 1,451.75

(b) Security deposits - Unsecured, considered good 34.00 0.70

(c) Advance income tax - (net of provisions Rs. 46.58 lacs (Previous year Rs. 9.66 lacs)- Unsecured, considered good 66.84 65.95

Total 1,291.65 1,518.40

As atMarch 31, 2016

As atMarch 31, 2016

As atMarch 31, 2015

As atMarch 31, 2015

Investment in mutual funds (unquoted)

(a) Liquid Funds

DSP BlackRock Liquidity Fund - DirectPlan - Growth - - 68,761.61 1,375.36

Total - 1,375.36

Note:

Aggregate amount of current unquoted investments - 1,375.36





(Rs. in Lacs)14 Current Investments

A N N U A L R E P O R T 2 0 1 5 - 1 6


15 Cash and cash equivalents

16 Short-term Loans and advances

18 Other income

17 Other current assets

(Rs. in Lacs)

(Rs. in Lacs)

(Rs. in Lacs)

(Rs. in Lacs)

A Cash and cash equivalents (as per AS 3 Cash Flow Statements)




Total - Cash and cash equivalents (as per AS 3 Cash Flow Statements) (A) 720.34 50.27

B Other bank balances

(i) In other deposit accounts

- Original maturity more than 3 months(Refer note (ii) below) - 733.90

(ii) In earmarked accounts

- Balances held as margin money against guarantees (Refer note (I) below) - 93.40

Total - Other bank balances (B) - 827.30

Total Cash and cash equivalents (A+B) 720.34 877.57

Notes:

(i) Deposits under lien for Debt Service Reserve Account (DSRA) of IDFC Limited - 93.40

(ii) Deposits lodged with banks for issue of guarantees in favour of Mussorie DehradunDevelopment Authority. - 733.90

(a) Loans and advances to related parties (Refer note 25.1) 0.18 4.03

Unsecured, considered good

(b) Loans and advances to employees - Unsecured, considered good 8.62 1.17

(c) Prepaid expenses - Unsecured, considered good 14.84 15.87

(d) Advance to suppliers - Unsecured, considered good 26.88 7.87

(e) Balances with government authorities - Unsecured, considered good

(i) Service tax credit receivable - 20.06

(ii) MAT credit entitlement 3.56 3.56

Total 54.08 52.56

(a) Interest income from deposit in banks 47.32 67.61

(b) Interest income from others 10.80 -

(c) Net gain on sale of current investments in mutual funds 47.91 124.59

(d) Scrap sale - 0.39

Total 106.03 192.59

a Interest accrued on deposits - 4.98

Total - 4.98

As atMarch 31, 2016

As atMarch 31, 2016


As atMarch 31, 2016

As atMarch 31, 2015

As atMarch 31, 2015


As atMarch 31, 2015

A N N U A L R E P O R T 2 0 1 5 - 1 6


19. Employee benefits expense

(Refer Note 24)

20. Finance costs

21. Other expenses

(Rs. in Lacs)

(Rs. in Lacs)

(Rs. in Lacs)

(a) Salaries and wages 1,111.81 1,400.17

(b) Contributions to provident and other funds 37.61 32.32

(c) Gratuity expense 18.21 14.13

(d) Staff welfare expenses 143.19 104.51

1,310.82 1,551.13

Less: Employee benefit expense transferred to capital work in progress 737.93 1,135.61

Total 572.89 415.52

Interest expense on

(i) Borrowings 3,552.43 1,813.64

(ii) Others 0.81 1.20

3,553.24 1,814.84

Less: Finance costs transferred to capital work in progress 2,528.23 1,416.67

Total 1,025.01 398.17

(a) Sales commission 65.23 65.61

(b) Marketing expense 1.85 64.97

(c) Electricity charges 31.94 13.92

(d) Rent including lease rentals (Refer note 27) 82.61 80.10

(e) Repairs and maintenance - Others 50.83 51.72

(f) Rates and taxes 22.33 5.44

(g) Communication 32.56 22.69

(h) Travelling and conveyance 129.66 50.02

(i) Printing and stationery 17.04 11.65

(j) Security expense 55.78 39.69

(k) Housekeeping charges 49.28 10.86

(l) Business promotion, advertisement and publicity 8.83 13.50

(m) Legal and professional 185.43 514.08

(n) Fixed assets written off - 6,093.34

(o) Directors sitting fees 24.24 -

(p) Payments to auditors (refer note below) 5.67 0.74

(q) Loss on sale of fixed assets - 1.28

(r) Miscellaneous expenses 45.99 36.08

809.27 7075.69

Less: Other expenses transferred to capital work in progress 207.42 180.33

Total 601.85 6,895.36

Note

Payments to auditors


b. Reimbursement of out of pocket expenses 0.17* 0.09

5.67 0.74*








A N N U A L R E P O R T 2 0 1 5 - 1 6


22. Additional information to the financial statements

23. Expenditure in Foreign Currency (on accrual basis)

(Rs. in Lacs)


a) Corporate guarantee - 620.00

b) The Company does not have any pending litigations which would impact its financial position.

22.2 Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for 9,799.28 9,661.35

22.3 The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

22.4 There were no amounts which were required to be transferred to the Investor Education and Protection fund by the Company.

As atMarch 31, 2016

Particulars

Particulars

As atMarch 31, 2015

(Rs. in Lacs)

Legal and professional - 8.29

Printing and stationery - 1.53

Directors sitting fees 5.57 -

Travelling and conveyance 4.61 -

Capital work in progress 312.27 -

Total 322.45 9.82



A N N U A L R E P O R T 2 0 1 5 - 1 6


24. Disclosures under Accounting Standards

Retirement benefit plans

(i) Defined contribution plans

The Company makes provident fund contribution which is a defined contribution plan for qualifying employees. Under the scheme, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits.

The Company recognised Rs. 37.61 lacs (Previous year Rs. 32.32 lacs) for provident fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules to the scheme.

(ii) Defined benefit plans

The gratuity liability arises on retirement, withdrawal, resignation and death of an employee. The aforesaid liability is calculated on the basis of one month salary (i.e. last drawn basic salary plus dearness allowance) for each completed year of service subject to completion of five years of service except in case of death of employee in service.

The following tables set out the unfunded status of the defined benefit scheme and amounts recognised in the Company financial statements as at 31 March, 2016:

Particulars

(Rs. in Lacs)

Components of employer expense




Actuarial losses/(gains) (2.76) (2.31)

Settlement cost / (credit) - -

Total expense recognised in the Statement of Profit and Loss 18.21 14.13

Actual contribution and benefit payments for year

Actual benefit payments - -

Actual contributions - -

Net asset / (liability) recognised in the Balance Sheet

Present value of defined benefit obligation 47.69 29.49

Fair value of plan assets - -

Net asset / (liability) recognised in the Balance Sheet (47.69) (29.49)

Net liability has been classified under:

Long-term provisions 47.51 29.41


Change in defined benefit obligations (DBO) during the year

Present value of DBO at beginning of the year 29.49 14.82



Actuarial loss/(gains) (2.77) (2.23)

Benefits paid - -

Acquisition adjustment 0.46

Present value of DBO at the end of the year 47.69 29.49



A N N U A L R E P O R T 2 0 1 5 - 1 6


Particulars

(Rs. in Lacs)

Principal actuarial assumptions for gratuity and compensated absences:

Discount rate 8.00% 7.75%


Salary escalation 10.00% 10.00%


Mortality tables IALM IALM

(2006 - 08) (2006 - 08)

Attrition (%)

Ages:

Upto 30 years 3 3

From 31 to 44 years 2 2

Above 44 years 1 1

Estimate of amount of contribution in the immediate next year Rs. 27.57 22.10

Notes:

a. The discount rate is based on the prevailing market yields of Indian Government securities as at the balance sheet date for the estimated term of obligations.

b. The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.

c. The gratuity plan is unfunded.

d. Experience on actuarial gain/(loss) for benefit obligations and plan assets:



(Rs. in Lacs)

Gratuity

31 March,2016

31 March,2015

31 March,2014

31 March,2013

31 March,2012

Present value of DBO 47.69 29.49 14.82 - -

Fair value of plan assets - - - - -

Funded status [Surplus / (Deficit)] (47.69) (29.49) (14.82) - -

Experience gain / (loss) adjustments on plan liabilities 0.72 2.23 0.01 - -

Experience gain / (loss) adjustments on plan assets - - - - -

e. Experience adjustments have been disclosed from the year for which information is available.



Ultimate Holding Company 1. Max India Limited (formerly known as 'Taurus Ventures Limited') w.e.f 1 April, 2015

1. Max Financial Services Limited (formerly known as 'Max India Limited') upto 1 April, 2015

(due to demerger of the Company effective from 1 April, 2015)

Holding Company 1. ANTARA SENIOR LIVING LIMITED

Fellow Subsidiaries 1. Max Life Insurance Company Limited


Enterprise over which director or his 1. New Delhi House Services Limitedrelative is able to exercise significant 2. Max Financial Sevices Limitedinfluence or control(Mr. Analjit Singh)

A N N U A L R E P O R T 2 0 1 5 - 1 6



Staff welfare expenses - - - - 21.14 - 21.14

(-) (-) (-) (-) (16.90) (-) (16.90)

Interest expense on borrowings 357.51 1,543.55 - - - - 1,901.06

(-) (1,081.44) (-) (-) (-) (-) (1,081.44)

Sales commission - 65.23 - - - 65.23

(-) (65.61) (-) (-) (-) (-) (65.61)

Electricity charges - - - - 16.08 16.08

(-) (-) (-) (-) (9.44) (-) (9.44)

Rent including lease rentals - - 82.61 - - 82.61

(-) (-) (80.10) (-) (-) (-) (80.10)

Repair and maintenance - others - - - - 29.73 29.73

(-) (-) (-) (-) (28.25) (-) (28.25)

Miscelaneous expenses - - - 2.75 - - 2.75

(-) (-) (-) (4.11) (-) (-) (4.11)

Legal and professional - - - - - -

(447.19) (-) (-) (-) (-) (-) (447.19)

Reimbursement of expenses paid 4.78 - - - - 3.71 8.49

(8.56) (-) (-) (-) (0.73) (-) (9.29)

Loan taken by the Company 4,250.00 4,980.48 - - - - 9,230.48

(-) (-) (-) (-) (-) (-) (-)

Loan repaid by the Company - 1,759.67 - - - - 1,759.67

(-) (-) (-) (-) (-) (-) (-)

Corporate guarantee given to secure borrowings by 27,700.00 27,700.00 - - - - 55,400.00

(-) (-) (-) (-) (-) (-) (-)

Balance outstanding at the end of year

Long-term borrowings

Term loans from related parties 4,250.00 10,720.81 - - - - 14,970.81

(-) (7,500.00) (-) (-) (-) (-) (7,500.00)

Trade payables - - - - 1.48 3.76 5.24

(-) (-) (-) (-) (2.66) (-) (2.66)

Other long-term liabilities

I. Advance from customer - - - - - - -

(-) (1,306.67) (-) (-) (-) (-) (1,306.67)

Other current liabilities

i. interest accrued but not due on borrowings - 498.64 - - - - 498.64

(-) (-) (-) (-) (-) (-) (-)

ii. Contractually reimbursable expenses - - - - - - -

(-) (3,673.81) (-) (-) (-) (-) (3,673.81)


Loans and advances - - - 0.18 - - 0.18

(-) (-) (-) (0.41) (-) (-) (0.41)


Security deposit given - - 8.00 - - - 8.00

(-) (-) (-) (-) (-) (-) (-)

Corporate guarantee given at the year end 27,700.00 27,700.00 - - - - 55,400.00

to secure borrowings by

(-) (-) (-) (-) (-) (-) (-)


(Rs. in Lacs)

Ultimateholding

company

Max IndiaLimited

Antara SeniorLiving Limited

PharmaxCorporation

Limited

Max LifeInsurance

Company Ltd.

Max FinancialServices Ltd.


Limited

Fellow Subsidiaries

TotalParticulars

Holdingcompany

25.1 Details of transactions with related party during the year



A N N U A L R E P O R T 2 0 1 5 - 1 6


26. Segment Note

As the Company’s business activity primarily falls within a single business and geographical segment, there are no additional disclosures

to be provided in terms of Accounting Standard 17 on ‘Segment Reporting’.

27. Lease commitments

Obligations towards operating leases (As lessee)

The Company has entered into operating lease arrangements for certain facilities and office premises. Rent expense of Rs. 82.61 lacs

(Previous year: Rs. 80.10 lacs) has been charged to the Statement of Profit and Loss in respect of cancellable operating leases.

29. Disclosures as per Micro, Small and Medium Enterprises Development Act, 2006 (MSMED)

Based on the information available with the Company, the balance due to Micro and small enterprises as defined under the MSMED Act,

2006 is Rs. Nil (Previous year Rs. Nil) and no interest has been paid or is payable under the terms of the MSMED Act, 2006. Dues to Micro

and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the

Management. This has been relied upon by the auditors.

30. The Company has carried out its tax computation in accordance with the mandatory standard on accounting, Accounting Standard 22

‘Accounting for Taxes on Income’. In view of absence of virtual certainty of realisation of unabsorbed tax losses, deferred tax assets on

unabsorbed tax losses has not been recognised.

31. Previous year figures have been audited by another Chartered Accountants and have been presented for the purpose of comparison.

32. The Company has incurred significant losses in the current year and the previous year and has accumulated losses of Rs. 9,720.07 lacs

(Previous year 7,592.22 lacs) as at the year end resulting in full erosion of the net worth of the Company. ANTARA SENIOR LIVING LIMITED

('holding company') and Max India Limited ('ultimate holding company’), have confirmed to provide financial support as the need arises. In

view of the above, these financial statements have been prepared on a “going concern basis” as the holding company and ultimate holding

company have confirmed to provide such financial support. Accordingly, the financial statements do not include any adjustments relating

to the recoverability and classification of recorded asset amounts or to the classification of liabilities that might be necessary, should the

Company be unable to continue as a going concern.

33. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification /

disclosure.

28. Calculation of earnings per share (EPS) - basic and diluted

Particulars

Particulars

(Rs. in Lacs)

(Rs. in Lacs)

Not later than one year - -

Later than one year and not later than five years - -

Later than five years - -

- -

Basic and diluted EPS

Profit / (loss) after tax (Rs. In Lacs) (2,127.85) (7,576.66)

Weighted average number of equity shares outstanding during the year (Nos.) 8,219,000 8,219,000

Basic earnings per share (Rs.) (25.89) (92.18)

Face value per equity Share (Rs.) 10.00 10.00






Pradeep Pant Tara Singh Vachani(Director) (Director)DIN No: 00677064 DIN No: 02610311


Place : New DelhiDate : 9 May, 2016

A N N U A L R E P O R T 2 0 1 5 - 1 6


A n ta r a G u r g a o n

S e n i o R L i v i n g L i m i t e d

Your Directors have pleasure in presenting the Fourth Annual Report together with the Audited Accounts for the period from April 01, 2015 to March 31, 2016.



(Rs. in Lacs)




EBITDA (0.47) (0.66)

Less: Depreciation Nil Nil

Less: Finance cost Nil Nil


Less : Tax expense Nil Nil


During the year under review, the Company has registered a net loss amounting to Rs. 47,000/- due to mandatory statutory expenses incurred by the Company during the period from April 01, 2015 to March 31, 2016.

Review of Operations

Your Company is in process of identifying a potential location for development of a senior living community in the Delhi NCR. It is yet to commence its operations.

Dividend

Your Directors are not recommending any dividend for the year under review in view of losses in the Company.

Share Capital

There is no change in the share capital structure of the Company during the year under review.

The Authorised Share Capital of the Company is Rs. 5,00,000/-. The paid-up share capital of the Company is Rs. 5,00,000/- comprising 50,000 equity shares of Rs. 10/- each.

The entire paid-up share capital of the Company is held by Antara Senior Living Limited and its nominees.

Material change affecting the financial position of the Company since March 31, 2016 to the date of the report

There is no material change affecting the financial position of the Company since March 31, 2016 to the date of Report.

Changes in the ultimate Holding Company

Max India Limited, the ultimate holding company of your Company got restructured during the period under review. The Hon’ble High Court of Punjab and Haryana at Chandigarh approved the Composite Scheme of Arrangement between Max India Limited, Taurus Ventures Limited (“TVL”) and Capricorn Ventures Limited (hereinafter referred to as “the Composite Scheme”), on December 14, 2015.

As per the Composite Scheme of Arrangement, Max India Limited has been demerged into 3 different entities namely Max Financial Services Limited (erstwhile Max India Limited), TVL (now known as Max India Limited) and Max Ventures and Industries Limited (erstwhile Capricorn Ventures Limited). The name of TVL was changed to Max India Limited w.e.f. February 12, 2016. TVL is engaged inter alia in the activity of providing management consultancy services and holding, making and nurturing of investments in health and allied activities, which includes senior living activities conducted through the holding company, Antara Senior Living Limited and its subsidiaries

including your Company.

Thus, the ultimate holding company of your Company shall be Max India Limited (erstwhile TVL) instead of Max Financial Services Limited (erstwhile Max India Limited). The shares of Max India Limited were listed on Bombay Stock Exchange and National Stock Exchange effective July 14, 2016.

Board of Directors

There had been no change in the composition of Board of Directors of the Company which comprises of:

1) Mrs. Tara Singh Vachani

2) Mr. AVK Rao

3) Mr. Rohit Kapoor

Particulars of Deposits

The Company has not accepted any deposits during the period under review.

Particulars of Employees

The Company had no employee during the period under review.


Statutory Auditor

The Shareholders of the Company in their Annual General Meeting held on September 15, 2015 had appointed M/s Deloitte Haskins and Sells LLP, Chartered Accountants as the statutory auditors of the Company for a consecutive period of 5 years i.e. from Financial Year 2015-16 till 2019-20.

As per Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Statutory Auditor appointed in the Annual General Meeting hold office from the conclusion of that meeting till the conclusion of the sixth annual general meeting and further such appointment is subject to ratification in every annual general meeting by passing of an ordinary resolution.

Ratification of appointment of M/s Deloitte Haskins and Sells LLP, Chartered Accountants as the statutory auditor of the Company is due for the Financial Year 2016-17 and is being placed in the Notice of Annual General Meeting.

Auditors’ Report

All observations made in the Auditors’ Report and notes to the accounts are self-explanatory and do not call for any further comments under Section 134 of the Companies Act, 2013.


Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, your Directors confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis; and

A N N U A L R E P O R T 2 0 1 5 - 1 6

e. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Disclosures:

Number of meetings of Board of Directors

The Company prepares a calendar of meetings of the Board and Committees in advance so as to allow the Directors to block their calendars. During the year under review, the Board of Directors duly met four times 18.05.2015, 24.07.2015, 28.10.2015 and 14.01.2016 in respect of which proper notices were given and the proceedings were properly recorded and signed in the minutes book maintained for the purpose.

Particulars of the Loans given, Investment or Guarantees under Section 186

There were no loan, guarantees given or investment made by the Company during the period under review.


There were no contract or arrangements with related parties during the period under review.


Extract of Annual Return of the Company is annexed herewith as Annexure 1 to this Report.

Conservation of Energy: N.A

Research & Development and Technology Absorption: Nil

Foreign Exchange Earnings and Outgo: NIL

For and on behalf of the BoardAntara Gurgaon Senior Living Limited

Sd/- Sd/-

Place: New Delhi (Tara Singh Vachani) (AVK Rao)Date: July 29, 2016 Director Director

DIN No. 02610311 DIN No. 02718550

Enclosure: Annexure-1: Extract of Annual return of the Company

A N N U A L R E P O R T 2 0 1 5 - 1 6

A N N E X U R E - 1

FORM NO. MGT 9


as on financial year ended on 31.03.2016



i CIN U74140DL2012PLC244411

ii Registration Date May 11, 2012

iii Name of the Company ANTARA GURGAON SENIOR LIVING LIMITED


v Address of the Registered office & contact details MAX HOUSE,1 DR. JHA MARG, OKHLA, NEW DELHI


vii Name , Address & contact details of the Registrar & Transfer Agent, if any. N.A




Product /service

1 Construction 99531122 100




1 ANTARA SENIOR LIVING LIMITED U74140DL2011PLC218781 HOLDING 100

IV (i) SHAREHOLDING PATTERN (Equity Share Capital Break up as % to Total Equity)




end of the year

% change during

the year


Shares


Shares

A. Promoters

(1) Indian

a) Individual/HUF


c) Bodies Corporates 50,000 50,000 100 50,000 50,000 100 N.A N.A

d) Bank/FI

e) Any other

SUB TOTAL:(A) (1) 50,000 50,000 100 50,000 50,000 100 N.A N.A

(2) Foreign

a) NRI- Individuals


c) Bodies Corp.

d) Banks/FI

e) Any other…

SUB TOTAL (A) (2)

Total Shareholding of 50,000 50,000 100 50,000 50,000 100 N.A N.A


A N N U A L R E P O R T 2 0 1 5 - 1 6



(1) Institutions

a) Mutual Funds

b) Banks/FI

c) Cenntral govt

d) State Govt.



g) FIIS


I) Others (specify)

SUB TOTAL (B)(1):



I) Indian

ii) Overseas

b) Individuals



c) Others (specify)

SUB TOTAL (B)(2):


(B)= (B)(1)+(B)(2)


for GDRs & ADRs

Grand Total (A+B+C) NA 50,000 50,000 100 50,000 50,000 100 N.A N.A


Sl

No.

Shareholding at the


% change in

share holding



company


total shares

No ofshares


company


total shares

1 ANTARA SENIOR LIVING LIMITED 50,000 100 0 50,000 100 0 0

Total 50,000 100 0 50,000 100 0 0


end of the year


Sl

No.


of the Year




Date wise increase/decrease in Promoters Share holding





during the year

NOT APPLI

CABLE

NO CHANGE DURING

THE YEAR

A N N U A L R E P O R T 2 0 1 5 - 1 6




(v) INDEBTEDNESS


Sl

No.

Sl

No.


of the Year


of the Year

Total

Indebtedness

Deposits

No of shares

No of shares





At the beginning of the year N.A




/sweat equity etc)

At the end of the year (or on the date of separation, N.A N.A N.A N.A


N.A N.A N.A





/sweat equity etc)

At the end of the year N.A N.A N.A N.A

N.A N.A N.A N.A


I) Principal Amount



Total (i+ii+iii)


Additions

Reduction

Net Change


i) Principal Amount



Total (i+ii+iii)


during the year


during the year



Unsecured

Loans

Secured Loans

excluding deposits

NIL

A N N U A L R E P O R T 2 0 1 5 - 1 6




1 Gross salary

(a) Salary as per provisions contained in section 17(1) N.A N.A N.A N.A N.A


(b) Value of perquisites u/s 17(2) of the Income tax Act, 1961 N.A N.A N.A N.A N.A

(c) Profits in lieu of salary under section 17(3) of the Income N.A N.A N.A N.A N.A

Tax Act, 1961

2 Stock option N.A N.A N.A N.A N.A

3 Sweat Equity N.A N.A N.A N.A N.A

4 Commission N.A N.A N.A N.A N.A

as % of profit N.A N.A N.A N.A N.A

others (specify) N.A N.A N.A N.A N.A

5 Others, please specify N.A N.A N.A N.A N.A

Total (A) N.A N.A N.A N.A N.A

Ceiling as per the Act N.A N.A N.A N.A N.A



(a) Fee for attending board committee meetings

(b) Commission


Total (1)

2 Other Non Executive Directors

(a) Fee for attending board committee meetings NOT APPLICABLE

(b) Commission


Total (2)

Total (B)=(1+2)

Total Managerial Remuneration

Overall Cieling as per the Act.


SI. No. Particulars of Remuneration Total AmountName of the Directors


(a) Salary as per provisions contained in section 17(1) of NA NA NA NA

the Income Tax Act, 1961.

(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961 NA NA NA NA

(c ) Profits in lieu of salary under section 17(3) of the Income NA NA NA NA

Tax Act, 1961

2 Stock Option NA NA NA NA

3 Sweat Equity NA NA NA NA

4 Commission NA NA NA NA

as % of profit NA NA NA NA

others, specify NA NA NA NA

5 Others, please specify NA NA NA NA

Total

SI. No. Particulars of Remuneration Key Managerial Personnel


SecretaryCFO Total

1.

A N N U A L R E P O R T 2 0 1 5 - 1 6



Appeal made if

any (give details)

Authority (RD/

NCLT/Court)

A. COMPANY




B. DIRECTORS











Section of the

Companies Act


Place: New Delhi

Date: July 29, 2016

AVK Rao

Director

DIN No.: 02718550

Tara Singh Vachani

Director

DIN No.: 02610311

Sd/- Sd/-

A N N U A L R E P O R T 2 0 1 5 - 1 6

Independent Auditor’s Report

To the members of Antara Gurgaon Senior Living Limited


We have audited the accompanying financial statements of Antara Gurgaon Senior Living Limited(“the Company”), which comprise the Balance Sheet as at 31 March, 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.


The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards prescribed under section 133 of the Act, as applicable.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.


Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder and the Order under section 143 (11) of the Act.

We conducted our audit of the financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a

true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March, 2016, and its loss and its cash flows for the year ended on that date.



a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards prescribed under section 133 of the Act, as applicable.

e) On the basis of the written representations received from the directors as on 31 March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i) The Company does not have any pending litigations which would impact its financial position - Refer Note 8.5 to the financial statements

ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses - Refer Note 8.6 to the financial statements

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company- Refer Note 8.7 to the financial statements

2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order” / “CARO 2016”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.

For Deloitte Haskins & Sells LLPChartered Accountants


Alka ChadhaPartner


Place : New DelhiDate: 9 May, 2016

A N N U A L R E P O R T 2 0 1 5 - 1 6

Annexxure “A” to the Independent Report Auditor’s Report

(Referred to in paragraph 1(f)under ‘Report on Other Legal and Regulatory Requirements’ of our report of even date)





reporting of Antara Gurgaon Senior Living Limited (“the Company”)

as of 31 March, 2016 in conjunction with our audit of the financial

statements of the Company for the year ended on that date.






















Accountants of India and the Standards on Auditing prescribed








































statements.


Reporting










Opinion














Alka Chadha

Partner


Place : New Delhi

Date: 9 May, 2016

A N N U A L R E P O R T 2 0 1 5 - 1 6

Annexure “B” to the Independent Auditor’s Report



(i) The Company does not have any fixed assets and hence

reporting under clause (i) of the CARO 2016 is not applicable.



(iii) The Company has not granted any loans, secured or

unsecured, to companies, firms, Limited Liability Partnerships

or other parties covered in the register maintained under

section 189 of the Companies Act, 2013.

(iv) The Company has not granted any loans, made investments or

provided guarantees and hence reporting under clause (iv) of



Company has not accepted any deposit from the public. The

Company does not have any unclaimed deposits and

accordingly the provisions of Sections 73 to 76 or any other

relevant provisions of the Companies Act, 2013 are not

applicable to the Company.

(vi) Having regard to the nature of the Company’s business /

activities, reporting under clause (vi) of the CARO 2016 is not

applicable.

(vii) We are informed that the provisions of the Employees’

Provident Funds and Miscellaneous Provisions Act, 1952 and

Employees’ State Insurance Act, 1948 are not applicable to the

Company and that the operations of the Company during the

year, did not give rise to any Income-tax, Sales Tax, Service Tax,

Customs Duty, Excise Duty, Value Added Tax, Cess and other

material statutory dues and hence reporting under clause (vii)

of CARO 2016 is not applicable.

(viii) The Company has not taken any loans or borrowings from

financial institutions, banks and government nor has it issued

any debentures. Hence reporting under clause (viii) of CARO

2016 is not applicable to the Company.

(ix) The Company has not raised moneys by way of initial public

offer or further public offer (including debt instruments) or term

loans during the year and hence reporting under clause (ix) of


(x) To the best of our knowledge and according to the information

and explanations given to us, no fraud by the Company and no

fraud on the Company by its officers or employees has been

noticed or reported during the year.

(xi) The company has not paid / provided any managerial

remuneration and accordingly reporting under this clause (xi)

of CARO 2016 is not applicable.

(xii) The Company is not a Nidhi Company and hence reporting

under clause (xii) of the CARO 2016 is not applicable.

(xiii) In our opinion and according to the information and

explanations given to us the Company is in compliance with

Section 188 and 177 of the Companies Act, 2013, where

applicable, for all transactions with the related parties and the

details of related party transactions have been disclosed in the

financial statements etc. as required by the applicable

accounting standards.

(xiv) During the year the Company has not made any preferential

allotment or private placement of shares or fully or partly

convertible debentures and hence reporting under clause (xiv)

of CARO 2016 is not applicable to the Company.

(xv) In our opinion and according to the information and

explanations given to us, during the year the Company has not

entered into any non-cash transactions with its directors or

persons connected with him and hence provisions of section

192 of the Companies Act, 2013 are not applicable.

(xvi) The Company is not required to be registered under section 45-

IA of the Reserve Bank of India Act, 1934.




Alka Chadha

Partner


Place: New Delhi

Date: 9 May, 2016

A N N U A L R E P O R T 2 0 1 5 - 1 6


AS AT M A RC H 31, 2 0 1 6

As atMarch 31, 2016

As atMarch 31, 2015

(Rs. in Lacs)

Notes



(a) Share capital 3 5.00 5.00

(b) Reserves and surplus 4 (1.56) (1.09)

3.44 3.91



i. total outstanding dues to micro enterprises and small enterprises - -

ii. total outstanding dues to creditors other than micro enterprises and small enterprises 0.20 0.20

0.20 0.20

TOTAL 3.64 4.11

B. ASSETS

1. Current assets

(a) Cash and cash equivalents 6 3.64 4.11

TOTAL 3.64 4.11

-


In terms of our report attached


Alka Chadha Kameshwarrao Venkata Adhikarla Tara Singh VachaniPartner (Director) (Director)

DIN No: 02718550 DIN No: 02610311

Place: New Delhi Place: New DelhiDate : 9 May,2016 Date : 9 May,2016

Particulars

A N N U A L R E P O R T 2 0 1 5 - 1 6





(Rs. in Lacs)

NotesParticulars

1. Income - -

2. Expenses

(a) Other expenses 7 0.47 0.66

3. Total expenses 0.47 0.66

4. Loss before tax (1-3) (0.47) (0.66)

5. Tax expense - -

Loss after tax (4-5) (0.47) (0.66)

Earnings per share (of Rs. 10 each)

- Basic and diluted 8.4 (0.94) (1.32)





DIN No: 02718550 DIN No: 02610311


A N N U A L R E P O R T 2 0 1 5 - 1 6





(Rs. in Lacs)


Net loss before tax (0.47) (0.66)

Operating loss before working capital changes (0.47) (0.66)


Adjustments for (increase)/decrease in operating assets:

Other current assets - 0.19

Adjustments for (increase)/decrease in operating liabilities:

Trade payables - (0.31)

Cash generated from operations (0.47) (0.78)

Net income tax paid - -

Net cash flow used in operating activities A (0.47) (0.78)

B. Cash flow from investing activities B - -

C. Cash flow from financing activities C - -

Net Increase/(decrease) in cash and cash equivalents (A+B+C) (0.47) (0.78)



*Comprises:

(a) Balances with banks

- in current accounts 3.64 4.11

Total 3.64 4.11





DIN No: 02718550 DIN No: 02610311


A N N U A L R E P O R T 2 0 1 5 - 1 6

1 Corporate information

Antara Gurgaon Senior Living Limited ('the Company') is a wholly owned subsidiary of ANTARA SENIOR LIVING LIMITED. The Company has

been set up to primarily engage in the business of development and sale, lease of senior living communities.

2 Significant Accounting Policies

(a) Basis of Preparation


India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, and the

relevant provisions of the Companies Act, 2013 ("the 2013 Act"). The financial statements have been prepared on accrual basis

under the historical cost convention. The accounting policies adopted in the preparation of the financial statements are consistent

with those followed in the previous year.

(b) Uses of Estimates






(c) Cash and cash equivalents (for purposes of Cash Flow Statement)

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original maturity

of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash


(d) Cash flow statement




(e) Provisions and contingencies

A provision is recognised when the Company has a present obligation as a result of past event and it is probable that an outflow of

resources will be required to settle the obligation in respect of which a reliable estimate can be made. Provisions are not discounted to

its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are

reviewed at each balance sheet date and adjusted to reflect the current best estimates. A contingent liability is disclosed unless the

possibility of an outflow of resources embodying economic benefits is remote. A contingent asset is neither recognised nor disclosed.

(f) Earnings per share

Basic earnings per share is computed by dividing the profit / (loss) after tax by the weighted average number of equity shares

outstanding during the year. Diluted earnings per share is computed by dividing the profit / (loss) after tax as adjusted for dividend,

interest and other charges to expense or income (net of any attributable taxes) relating to the dilutive potential equity shares, by the

weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of

equity shares which could have been issued on the conversion of all dilutive potential equity shares. Potential equity shares are

deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share from continuing ordinary

operations. Potential dilutive equity shares are deemed to be converted as at the beginning of the period, unless they have been

issued at a later date. The dilutive potential equity shares are adjusted for the proceeds receivable had the shares been actually

issued at fair value. Dilutive potential equity shares are determined independently for each period presented.

(g) Operating Cycle

Based on the nature of products / activities of the Company and the normal time between acquisition of assets and their realisation in

cash or cash equivalents, the Company has determined its operating cycle as 12 months for the purpose of classification of its assets

and liabilities as current and non-current.

A N N U A L R E P O R T 2 0 1 5 - 1 6


(a) Authorised

Equity share capital 50,000 5.00 50,000 5.00




Equity shares of Rs. 10 (Previous year Rs. 10)each with voting rights 50,000 5.00 50,000 5.00

5.00 5.00


ANTARA SENIOR LIVING LIMITED and itsnominees ('holding company') 50,000 100.00 50,000 100.00



- Number of shares 50,000 - 50,000

- Amount (Rs./lacs ) 5.00 - 5.00


- Number of shares 50,000 - 50,000

- Amount (Rs./lacs ) 5.00 - 5.00



Number of shares

Number of shares held

Particulars

Class of shares/Name of shareholder

Number of shares

Number of shares held

Amount Rs./Lacs

% holding


Particulars


Amount Rs./Lacs

% holding



3 Share Capital

Refer Notes (i) to (iv) below


(ii) Details of shares held by each shareholder holding more than 5% shares:

(iii) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period:

(iv) Details of shares held by ANTARA SENIOR LIVING LIMITED, the holding company:

Fully paid up equity shares with voting rights 50,000 50,000

As atMarch 31, 2016


As atMarch 31, 2015

4 Reserve and surplus(Rs. in Lacs)

Surplus/(deficit) in Statement of Profit and Loss

Opening balance (1.09) (0.43)

Add: Loss for the year (0.47) (0.66)

Total (1.56) (1.09)

As atMarch 31, 2016

As atMarch 31, 2015

A N N U A L R E P O R T 2 0 1 5 - 1 6


5 Trade payables

6 Cash and bank balances

7 Other expenses

(Rs. in Lacs)

(Rs. in Lacs)


- total outstanding dues of micro enterprises and small enterprises (Refer note 8.9) - -

- total outstanding dues of creditors other than micro enterprises and small enterprises 0.20 0.20

Total 0.20 0.20

Cash and cash equivalents (as per AS 3 Cash Flow Statements)

Balances with banks


Total Cash and bank balances 3.64 4.11

Ultimate Holding Company 1. Max India Limited (formerly known as 'Taurus Ventures Limited') w.e.f 1 April, 2015

1. Max Financial Services Limited (formerly known as 'Max India Limited') upto 1 April, 2015 (due to demerger of the Company effective from 1 April, 2015)

Holding Company ANTARA SENIOR LIVING LIMITED

As atMarch 31, 2016

As atMarch 31, 2016

As atMarch 31, 2015

As atMarch 31, 2015

(Rs. in Lacs)

(a) Rates and taxes 0.18 0.04

(b) Legal and professional 0.09 0.08

(c) Payment to auditors (Refer note below) 0.20 0.35

(d) Preliminary expenses written off - 0.190.47 0.66

Note

Payments to auditors (net of service tax input credit)


b. Reimbursement of out of pocket expenses - 0.15

0.20 0.35


For the year ended,March 31, 2016

ParticularsFor the year ended,

March 31, 2015

8 Additional information to the Financial Statements :

8.1 As the Company’s business activity primarily falls within a single business and geographical segment, there are no additional disclosures to be provided in terms of Accounting Standard 17 on ‘Segment Reporting’.

8.2 The Company has carried out its tax computation in accordance with the mandatory standard on accounting, Accounting Standard 22 ‘Accounting for Taxes on Income’. In view of absence of virtual certainty of realisation of unabsorbed tax losses, deferred tax assets on unabsorbed tax losses has not been recognised.

8.3 Related party disclosures


A N N U A L R E P O R T 2 0 1 5 - 1 6


8.4 Earnings per share (EPS):

8.5 The Company does not have any pending litigations which would impact its financial position.

8.6 The Company does not have any long term commitments/contracts including derivative contracts for which there will be any material foreseeable losses.

8.7 There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

8.8 Previous year figures have been audited by another Chartered Accountants and have been presented for the purpose of comparison.

8.9 Based on the information available with the Company, the balance due to micro and small enterprises as defined under the Micro, Small and Medium Enterprises Development (MSMED) Act, 2006 is Rs. Nil (Previous year Rs. Nil) and no interest has been paid or is payable during the year under the terms of the MSMED Act, 2006. This has been relied upon by the auditors.

8.10 Previous year figures have ben regrouped / reclassified, where necessary, to conform to current year's classification / disclosures.

(Rs. in Lacs)

a. Loss after tax attributable to equity shareholders (0.47) (0.66)

b. Nominal value per share 10 10

c. Weighted average number of equity shares for basic and dilutive earningsper share (No. of Shares) 50,000 50,000

d. Basic and diluted earnings per share (in Rs.) (0.94) (1.32)




Kameshwarrao Venkata Adhikarla Tara Singh Vachani(Director) (Director)DIN No: 02718550 DIN No: 02610311

Place: New DelhiDate : 9 May,2016

A N N U A L R E P O R T 2 0 1 5 - 1 6


M A X S K I L L F I RS T L I M I T E D

(fo r m er ly k n ow n as m a x h ea lt h s ta ff i n t er n at i o n a l l i m i t ed )

Dear Shareholders,

Your Directors have the pleasure in presenting the 13th Annual Report, together with the Audited Balance Sheet as at March 31st, 2016 and the Profit & Loss Account for the year ended on that date.

FINANCIAL RESULTS

(In Rupees)

Particulars Year Ended Year Ended March 31, 2016 March 31, 2015

Total Income 35,25,37,635 3,49,676

Operating Expenses 33,96,47,326 19,82,956

EBDITA 1,28,90,309 (16,33,280)

Depreciation 4,84,417 -

Finance cost 6,735 112

Taxes 0 0

Net Profit After Tax 1,23,99,158 (16,33,392)

No. of Equity Shares* 9695000 6495000

Earnings Per Share* 1.59 (0.38)

(*figures in actual numbers)

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION

Following the amendments in the main objects and nature of the business during the year, your Company has seen positive changes in the financial position of the Company during the financial year. Further details are given below.

OPERATIONS

Your Company was incorporated on March 4, 2003 in the name of “Max Healthstaff International Limited” with the objective to provide healthcare staffing and personnel in India and overseas, including imparting education and training to such healthcare staff and personnel. The Company faced operational difficulties due to the enforcement of VISA retrogression in the USA and therefore the Company discontinued such operations.

Given the developments of “Make in India”, the Company has re-aligned its objectives and has now stepped in the business of imparting learning and development programme as well as providing training services. The main objects of the Company were amended pursuant to the provisions of the Companies Act, 2013 (‘the Act’) and the rules made thereunder and approval of the shareholders was received in an Extra ordinary General Meeting of the Company held on February 4, 2015. Consequentially, with effect from April 29, 2015, the name of the Company was changed to “Max Skill First Limited”.

Max Skill First currently provides training services in relation to sales and services to the Max Group companies and is engaged with Max Life Insurance Company Limited, Max Healthcare Institute Limited and Max Bupa Health Insurance Co. Ltd as part of its Phase 1.

SHARE CAPITAL

The authorized share capital of the Company was increased from Rs. 5,00,00,000 (Rupees Five Crores only) to Rs. 10,00,00,000/- (Rupees Ten Crore only), comprising of 1,00,00,000 equity shares of Rs. 10/- each on February 4, 2015.

The paid up capital of the Company as on March 31, 2016 was Rs. 9,69,50,000/- (Rupees Nine Crore Sixty Nine lacs Fifty Thousand only). The entire paid up share capital of the Company is held by Max India Limited (Formerly Taurus Ventures Limited).

SUBSIDIARIES

The Company acquired all the shares of Max One Distribution and

Services Limited from Max Neeman Medical International Limited thus making Max One Distribution and Services Limited, a wholly owned subsidiary of the Company effective March 19, 2015.

DIVIDEND

In order to conserve the resources of the company for future growth, the Board of Directors of the company has not recommended any dividend to the shareholders.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions (RPTs) as per provisions of the Act that entered during the financial year were in ordinary course of the business of the Company and were on arm’s length basis. There were no materially significant RPTs entered by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company. Since all RPTs entered into by the Company were in the ordinary course of business and were on an arm’s length basis, form AOC-2 is not applicable to the Company. However, the details of all the RPTs have been disclosed in the Notes to the Accounts of the Company for the financial year ended March 31, 2016, attached elsewhere in this Annual Report.

TRANSFER TO RESERVES

The Company did not transfer any amount to any reserve.

BOARD OF DIRECTORS

There have been changes in the Board of Directors of the Company during the year under review with the appointment of Mr. Rajesh Sud, Mr. Rajit Mehta and Ms. Marielle Theron w.e.f. May 1, 2015 as additional Directors of the Company whose term extended till the Annual General Meeting of the Company held on September 28, 2015 wherein they were regularized as Directors of the Company pursuant to the provisions of Section 161(1) of Companies Act, 2013. The said Directors, being willing and eligible, have given their consent to be appointed as Directors of the Company in the said AGM pursuant to the provisions of Section 160 of the Act. Further, Mr. Mohit Talwar and Mr. P Dwarakanath resigned from the position of Directors of the Company on May 1, 2015 while Mrs. Sujatha Ratnam resigned on May 8, 2015.

In terms of Section 152 of the Companies Act, 2013, Ms. Marielle Theron, shall retire at the ensuing AGM and being eligible for re-appointment, offer herself for re-appointment.

The Board met for a total number of eight times during the year under review, namely on April 10, 2015, May 01, 2015, July 23, 2015, July 30, 2015, September 25, 2015, November 02, 2015, February 05, 2016 and February 27, 2016.

The Company is not required to appoint any Independent Director on its Board pursuant to the provisions of the Act and the rules made there under.

COMMITTEE OF BOARD OF DIRECTORS

The Company is not required to constitute any committee of Board of Directors in terms of the provisions of the Act and the rules made there under.

PUBLIC DEPOSITS


LOANS, GUARANTEES OR INVESTMENTS IN SECURITIES

The Company has invested in the securities of Max One Distribution and Services Limited thereby making it a wholly owned subsidiary of the Company and the Company has also granted loans with compliance to all requirements of Companies Act, 2013. Pursuant to Rule 11 of the Companies (Meetings of Board and its Power) Rules,

2014, the requirement of sub-section (3) of section 186 of the Act is not applicable on investments made by Company in its wholly owned subsidiaries.

The Company has granted a loan to its subsidiary Max One Distribution & Services Limited of INR 1 crore in FY 2015-16. Further, your Company has not made any guarantees during the period under review which are to be covered under Section 186 of the Act.

AUDITOR & AUDITORS’ REPORT

Pursuant to Section 139 & 142 of the Act, M/s Nangia & Co., Chartered Accountants, were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on September 26, 2014 for a period of three years subject to ratification of their appointment in every Annual General Meeting held during their tenure.

M/s Nangia & Co, Chartered Accountants, Statutory Auditors of the Company, had provided a certificate that their appointment, if ratified, will be in conformity with the provisions of Section 141 of the Act.

There are no audit qualifications or reporting of fraud in the Statutory Auditors Report given by M/s Nangia & Co., Statutory Auditors of the Company for the FY 2015-16 as annexed elsewhere in this Annual Report.

RISK MANAGEMENT POLICY

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company’s management systems, organizational structures, processes, standards, code of conduct and behaviors together form Risk Management Policy that governs how the Company conducts the business and manages associated risks.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

The disclosures to be made under sub-section (3) (m) of Section 134 of the Act read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 by your Company are explained as under:

(A) Conservation of Energy & Technology Absorption

The Company has taken measures to reduce the energy consumption, by using energy efficient equipment, incorporating latest technology and regular maintenance. No expenditures were incurred on Research and Development.

(B) Foreign Exchange Earnings and Outgo

There has been no foreign exchange earnings and outgo during the year under report.

EXTRACTS OF ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2016 forms part of this report as Annexure 1.

DIRECTORS’ RESPONSIBILITY STATEMENT

(a) Pursuant to the requirement under Section 134(5) of the Act, it is hereby confirmed that:

I. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and

of the loss of the Company for that period;

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The directors have prepared the annual accounts on a going concern basis;

(e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from the Shareholders and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff for their performance during the year.

By Order of the BoardFor Max Skill First Limited

Rajesh SudChairmanDIN: 02395182

Date: May 20, 2016Place: New Delhi

Annexure:1. MGT 9 2. AOC 1

A N N U A L R E P O R T 2 0 1 5 - 1 6

A N N E X U R E - 1

FORM NO. MGT 9




Il REGISTRATION & OTHER DETAILS:

i CIN U85199DL2003PLC119249


iii Name of the Company MAX SKILL FIRST LIMITED

(formerly MAX HEALTHSTAFF INTERNATIONAL LIMITED

iv Category/Sub-category of the Company Public Company/ Company Limited by Shares

v Address of the Registered office & contact details Max House 1 Dr. Jha Marg, Okhla, New Delhi - 110 020

Tel: 011-42598000; Fax: 011 26324126


vii Name, Address & contact details of the Registrar & Transfer Agent, if any. Not applicable

IIl PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY(All the business activities contributing 10 % or more of the total turnover of the

company shall be stated)

Due to the enforcement of visa retrogression in USA, the Company discontinued the business of imparting education and training to

healthcare staff and personnel and placing them in India and overseas. However, the Company initiated actions in May 2015 to carry on

the business of rendering management services such as learning and skill development, training and placements etc., and the same were

operational in early FY 2015-16.

IV PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES



1. Max Financial Services Limited

Bhai Mohan Singh Nagar, Tehsil, Balachaur, Companies Act, 2013

Distt. Nawanshahar, Punjab-144533

2. Max India Limited

(Formerly Taurus Ventures Limited)

419, Bhai Mohan Singh Nagar

Railmajra, Tehsil Balachaur

Dist. Nawanshahr Punjab – 144 533. U85100PB2015PLC039155 Holding Company 100% 2 (46) of the

Companies Act, 2013

3. Max One Distribution and Services Limited U74140DL2013PLC254577 Subsidiary 100% 2 (87) of the

Max House, 1, Dr. Jha Marg, Okhla Companies Act, 2013.

New Delhi – 110020

L24223PB1988PLC008031 Ultimate Holding Company 100% 2 (46) of the







Shares

A. Promoter s

(1) Indian

a) Individual/ HUF -- -- -- -- -- -- -- -- –

b) Central Govt -- -- -- -- -- -- -- -- –

c) State Govt(s) -- -- -- -- -- -- -- -- --

d) Bodies Corp. -- 6495000 6495000 100% -- 9695000 9695000 100% Nil

e) Banks / FI -- -- -- -- -- -- -- –

f) Any other -- -- -- -- -- -- -- -- –

Total shareholding of Promoter (A) -- 6495000 6495000 100% -- 9695000 9695000 100% Nil

B. Public Shareholding -- -- -- -- -- -- -- -- –

1. Institutions -- -- -- -- -- -- -- -- –


V. IV SHARE HOLDING PATTERN (Equity Share Capital Break up as percentage to Total Equity)


Shares







Shares

a) Mutual Funds -- -- -- -- -- -- -- -- –

b) Banks / FI -- -- -- -- -- -- -- -- –

c) Central Govt -- -- -- -- -- -- -- -- –

d) State Govt(s) -- -- -- -- -- -- -- -- --

e) Venture Capital Funds -- -- -- -- -- -- -- -- –

f) Insurance Companies -- -- -- -- -- -- -- -- –

g) FIIs -- -- -- -- -- -- -- -- –

h) Foreign Venture Capital Funds -- -- -- -- -- -- -- -- –

i) Others (specify) -- -- -- -- -- -- -- -- –

Sub-total (B)(1):- -- -- -- -- -- -- -- -- --

2. Non-Institutions -- -- -- -- -- -- -- -- –

a) Bodies Corp. -- -- -- -- -- -- -- -- –

i) Indian -- -- -- -- -- -- -- -- –

ii) Overseas -- -- -- -- -- -- -- -- –

b) Individuals -- -- -- -- -- -- -- -- –

I) Individual shareholders holding nominal -- -- -- -- -- -- -- -- –

share capital upto Rs. 1 lakh

ii) Individual shareholders holding nominal -- -- -- -- -- -- -- -- –


c) Others (specify) -- -- -- -- -- -- -- -- –

Non Resident Indians -- -- -- -- -- -- -- -- –

Overseas Corporate Bodies -- -- -- -- -- -- -- -- –

Foreign Nationals -- -- -- -- -- -- -- -- –

Clearing Members -- -- -- -- -- -- -- -- –

Trusts -- -- -- -- -- -- -- -- –

Foreign Bodies - D R -- -- -- -- -- -- -- -- –

Sub-total (B)(2):- -- -- -- -- -- -- -- -- --

Total Public Shareholding (B)=(B)(1)+ (B)(2) -- -- -- -- -- -- -- -- --

C. Shares held by Custodian for GDRs & ADRs -- -- -- -- -- -- -- -- –

Grand Total (A+B+C) -- 6495000 6495000 100% -- 9695000 9695000 100% Nil


Shares

A N N U A L R E P O R T 2 0 1 5 - 1 6

A N N E X U R E - 1

B) SHARE HOLDING OF PROMOTERS

Sl

No.

Shareholding at the


% change in

share holding



company


total shares

No ofshares


company


total shares

1 Max India Limited

(Formerly Taurus Ventures Limited)6494950 Nil 9694950 Nil Nil

2. Mr. Analjit Singh* -- Nil -- -- -- –

3. Mrs. Sujatha Ratnam* 01 Nil 01 Nil

4. Mr. V. Krishnan* 01 Nil 01 Nil

5. Mr. Neeraj Basur* -- Nil -- -- -- –

6. Mr. Jatin Khanna* 10 -- -- 10 Nil

7. Mr. B. Das* 20 Nil 20 Nil

8. Mr. M.G. Rajagopalan* 07 Nil 07 Nil

9. Mr. Rajinder Kumar* 10 Nil 10 Nil

10.Ms. A. Bindu* 01 -- -- 01 Nil

Total : 6495000 100% 9695000 100%

* shares held as nominees of Max India Limited (Formerly Taurus Ventures Limited)


end of the year

A N N U A L R E P O R T 2 0 1 5 - 1 6

A N N E X U R E - 1

C) Change in Promoters’ Shareholding (please specify, if there is no change)

Particulars

Particulars

1. At the beginning of the year 6495000 100% 6495000 100%

2. Shares allotted under Right Issue on April 10, 2015 – – 1500000 100%

3. Shares allotted under Right Issue on May 27, 2015 – – 500000 100%

4. Shares allotted under Right Issue on October 08, 2015 – – 600000 100%

5. Shares allotted under Right Issue on March 31, 2016 – – 600000 100%

6. At the end of the year -- -- 9695000 100%

1. At the beginning of the year 1 0.0000 0 0.0000

2 Date wise Increase / Decrease in Promoters Nil Nil 1 0.0000

Shareholding during the year specifying the reasons

for increase /decrease (e.g. allotment / transfer /

bonus/ sweat equity etc.):

3. At the end of the year 0 0.0000 0 0.0000


of the Year


of the Year

No of shares

No of shares



No of shares

No of shares




during the year


during the year


D) Shareholding Pattern of top ten Shareholders:

(Other than Directors, Promoters and Holders of GDRs and ADRs): NOT APPLICABLE

(v) INDEBTEDNESS


Total

Indebtedness

Deposits


i) Principal Amount Nil 19,16,34,399.00 Nil 19,16,34,399.00


iii) Interest accrued but not

Total (i+ii+iii) Nil 19,16,34,399.00 Nil 19,16,34,399.00


- Addition Nil Nil Nil Nil

- Reduction



i) Principal Amount Nil 19,16,34,399.00 Nil 19,16,34,399.00




Unsecured

Loans

Secured Loans

excluding deposits

A N N U A L R E P O R T 2 0 1 5 - 1 6

A N N E X U R E - 1

1. Gross salary

(a) Salary as per provisions contained in 95,04,151.63 3,56,899.00 98, 61,050.63section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 4,73,996.00 - 4,73,996.00

17(2) Income-tax Act, 1961

(c) Profits in lieu of salary under section17(3) Income-tax Act, 1961

2. Stock Option Nil Nil Nil

3. Sweat Equity Nil Nil Nil

4. Commission

- as % of profit

- others, specify… Nil Nil Nil

5. Others, please specify Nil Nil Nil

Total 99,78,147.63 3,56,899.00 1,03,35,046.63

Sl.

No.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: NIL

B. Remuneration to other directors: NIL

C. Remuneration to Key Managerial Personnel Other Than MD/ Manager/ WTD: NIL

Particulars of

Remuneration


Company Secretary

Mr. Sanket Srivastava

(as from 25 Sep 2015)

TotalCEO

Mr. Rajinder Sud

(as from 23 July 2015)

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

No Penalties/punishment/compounding of offences have been imposed on the Company, its Directors and any other officers during the financial year ended March 31, 2016.

A N N U A L R E P O R T 2 0 1 5 - 1 6

To the Members of Max Skill First Limited, New Delhi(Formerly known as Max Healthstaff International Limited)


We have audited the accompanying financial statements of Max Skill First Limited formerly known as Max Healthstaff International Limited (the ‘Company’) which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and the Cash Flow Statement for the period ended 31st March’2016, and a summary of significant accounting policies and other explanatory information.


The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.



We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.


Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the

information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, its Profit and its cash flows for the period ended March 31, 2016.


1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2015, we give in the Annexure a statement on the matters specified in paragraph 3 of the Order, to the extent applicable.


(a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards notified specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of written representations received from the directors as on March 31, 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of sub-section (2) of section 164 of the Companies Act, 2013.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to “Annexure A” to this report;


i. The Company does not have any pending litigation which would impact its financial position.



For Nangia & Co.Chartered AccountantsICAI FRN 002391C

(Vikas Gupta)Partner,Membership # 076879

Place: New DelhiDate: 20 May 2016

A N N U A L R E P O R T 2 0 1 5 - 1 6

ANNEXURE A


To the Members of Max Skill First Limited, New Delhi(Formerly known as Max Healthstaff International Limited)

We have audited the internal financial controls over financial reporting of Max Skill First Limited formerly known as Max Healthstaff International Limited (“the Company”) as of March 31, 2016 in conjunction with our audit of financial statements of the Company for the year ended on that date.


The Company’s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.





Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and

dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting


Opinion



(Vikas Gupta)Partner,Membership # 076879

Place: New DelhiDate: 20 May, 2016

A N N U A L R E P O R T 2 0 1 5 - 1 6

Max Skill First Limited, New Delhi(Formerly known as Max Healthstaff International Limited)

Annexure to Independent Auditors’ Report for the period ended March 31, 2016

(Referred to in Paragraph 1 under the Heading of “Report on Other Legal and Regulatory Requirements” of our Report of even date)

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of accounts and other records examined by us in the normal course of audit, we report that:

i. In respect of fixed assets:

a) The Company is maintaining proper records showing full particulars including quantitative details and situation of its fixed assets.

b) The Fixed assets have been physically verified by the management during the year and no material discrepancies were identified on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

c) According to the information and explanations given to us, there is no immovable property held by the company, accordingly the provisions of Clause (i) (c) of paragraph 3 of the Order are not applicable to the Company.

ii. In respect of Inventories:

The Company being a service company engaged in the field training & development services, accordingly the provisions of Clause (ii) of paragraph 3 of the Order are not applicable to the Company.

iii. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnership or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Accordingly, the provisions of clause iii (a) to (c) of paragraph 3 of the Order are not applicable to the Company and hence not commented upon.

iv. According to the information and explanations given to us, the Company has not given any loan to Directors or persons connected with them as per the provisions mentioned in section 185 of the companies Act, 2013.

According to the information and explanations given to us, the Company has not made investments, guarantees in other bodies corporate as per the provisions of section 186 of the Companies Act, 2013 except the investment in wholly owned subsidiary which is exempt under Rule 11 of Companies (Meetings of Board and its Powers) Rules, 2014. Hence provision of Section 186 of the companies Act, 2013 is not applicable.

v. In respect of public deposit:

According to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 73 to 76 of the Companies Act, 2013 and the rules framed there-under. Therefore, the provisions of Clause (v) of paragraph 3 of the Order are not applicable to the Company.

vi. In respect of cost records:

In our opinion and according to information and explanations given to us, maintenance of cost records has not been prescribed by the Central Government under Section 148(1) of the Companies Act, 2013 for the services provided by the company.

vii. In respect of statutory dues:

a) According to the information and explanations given to us and

on the basis of our examination of the books of account, the Company has generally been regular in depositing its undisputed statutory dues including Provident Fund, Employees State insurance, income-tax, Sales-Tax, Wealth Tax, Service tax, duty of Custom, duty of Excise, value added tax, cess and Entertainment Tax etc. There are no undisputed dues payable, outstanding as on 31st March, 2016 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no amounts in respect of income tax, service tax etc. that have not been deposited with the appropriate authorities on account of any dispute.

viii. The Company has not taken any loans from financial institutions, Banks, Government or through debentures during the audit period.

ix. The company has not raised money by way of initial public offer or further public offer (including debt instruments) and term loans during the year under audit.

x. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

xi. According to the information and explanations given to us, no managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013

xii. As explained, the company is not a Nidhi company. Therefore, the provisions of Clause (xii) of paragraph 3 of the Order are not applicable to the Company.

xiii. According to the information and explanations given to us, the provisions of Section 177 of Companies Act, 2013 read with rule 6 of Companies (Meetings of Board and its powers) Rules, 2014 is not applicable to the Company.

According to the information and explanations given to us, all transaction with related parties are in compliance with provisions of Section 188 of Companies Act, 2013 and details have been disclosed in the Financial Statements as required by the Accounting Standards.

xiv. According to the information and explanations given to us, no preferential allotment or Private placement of shares or fully or partly convertible debentures has been noticed or reported during the Year. Hence the requirement of Section 42 of Companies Act, 2013 is not applicable.

xv. According to the information and explanations given to us, no non cash transactions with Directors or persons connected with him have been noticed or reported during the year as per the provisions of Section 192 of Companies Act, 2013.

xvi. According to the information and explanations given to us, Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.


(Vikas Gupta)Partner, Membership # 076879


A N N U A L R E P O R T 2 0 1 5 - 1 6


AS AT M A RC H 31, 2 0 1 6

As atMarch 31, 2016

As atMarch 31, 2015

(Amount in `)

Notes


Shareholders' funds

Share capital 2 96,950,000 64,950,000

Reserves and surplus 3 (218,094,932) (230,494,090)

(121,144,932) (165,544,090)

Share application money pending for allotment 4 - 15,000,000


Long-term Provisions 5 8,127,963 - 8,127,963 -

Current liabilities

Short-term borrowings 6 191,634,399 191,634,399

Trade payables 7 20,242,021 1,742,141

Other current liabilities 8 62,059,058 509,804

Short-term provisions 9 153,575 -

274,089,053 193,886,344

TOTAL 161,072,084 43,342,254

Assets

Non-current assets

Fixed assets

Tangible assets 10 2,824,807 -

Intangible assets 10 1,930,277 -

Non-current investments 11 45,000,000 39,000,000

Long-term loans and advances 12 10,496,153 10,886

Other non-current assets 13 1,930,574 1,792,369

62,181,811 40,803,255

Current assets

Trade Receivables 14 13,073,580 -

Cash and bank balances 15 17,034,317 1,537,059

Short-term loans and advances 16 13,832,815 1,001,940

Other current assets 17 54,949,561 -

98,890,273 2,538,999

TOTAL 161,072,084 43,342,254

Significant Accounting Policies 1

Notes to the Accounts 2 to 32

Auditor’s Report“As per our separate report of even date”

For Nangia and Co. For Max Skill First Limited Chartered AccountantsFRN: 002391C

VIKAS GUPTA THERON MARIELLE RAJIT MEHTAFCA, Partner (DIRECTOR) (DIRECTOR)Membership Number: 076879 DIN No.02667356 DIN No.01604819

Erlenstrasse 118 B-2/18Wollerau 8832 CH DLF Phase-I

Gurgaon, Haryana - 122001SANKET SRIVASTAVA(Company Secretary)Membership No. A31047

Place : New Delhi H. No. 35, Sector 7Date: 20 May, 2016 HB Colony, Gurgaon-122001

Particulars



A N N U A L R E P O R T 2 0 1 5 - 1 6

For the year endedon March 31, 2016


(Amount in `)

Notes #

Income

Revenue from operations 18 351,939,467 -

Other Income 19 598,168 349,676

Total revenue (I) 352,537,635 349,676

Expenses

Employee benefit expenses 20 297,094,112 413,301

Finance cost 21 6,735 112

Depreciation and amortisation 22 484,417 -

Other expenses 23 42,553,214 1,569,655

Total expenses (II) 340,138,477 1,983,068

Profit/(loss) before tax 12,399,158 (1,633,392)

Profit/(loss) before tax 12,399,158 (1,633,392)

Tax expense

Current tax - -

Deferred tax - -

Total tax expense - -

Profit/(Loss) after tax 12,399,158 (1,633,392)


Basic and Diluted [Nominal value of shares Rs.10 (Previous year Rs.10)] 1.59 (0.38)




Particulars






A N N U A L R E P O R T 2 0 1 5 - 1 6





(Amount in `)


Net Profit / (loss) before tax 12,399,158 (1,633,392)

Adjustments for:

Interest income (598,168) (201,963)

Assets written off - 544,721

Loss on Sale of Assets - 295,853

Provision for Gratuity 2,442,975 (130,154)

Provision for Leave Encashment 5,838,563 (164,970)

Provision for doubtful debts and advances - 177,504

Liability/ provisions no longer required written back - (661)

Unrealised foreign exchange (gain) / loss - 276,291

Operating Profit Before Working Capital Changes 20,082,528 (836,771)


Increase/ (decrease) in trade payables 18,499,880 (259,851)

Increase/ (decrease) in other current liabilities 61,549,255 (6,768)

Decrease / (increase) in long-term loans and advances (10,485,267) 2,573

Decrease / (increase) in short-term loans and advances (12,830,875) 139,987

Decrease / (increase) in other non-current assets (138,205) -

Decrease / (increase) in trade receivables (13,073,580) -

Decrease / (increase) in other current assets (54,949,561) -

Cash generated from/(used in) operations 8,654,174 (960,830)

Direct taxes paid (net of refunds) -

Net cash flow from /(used in) operating activities (A) 8,654,174 (960,830)


Proceeds form sale of fixed assets - 25,000

Purchase of non- current investments (6,000,000) (39,000,000)

Purchase of Tangible Assets (2,824,807) -

Purchase of Intangible Assets (1,930,277) -

Interest Received 598,168 88,318

Net cash flow from /(used in) investing activities (B) (10,156,916) (38,886,682)


Proceeds from issuance of share capital 17,000,000 40,500,000

Proceeds from short -term borrowings 0 836,000

Net cash flow from /(used in) financing activities (C) 17,000,000 41,336,000

Net Increase/(decrease) in cash and cash equivalents (A + B + C) 15,497,258 1,488,488

Cash and cash equivalents at the beginning of the year 1,537,059 48,571

Cash and cash equivalents at the end of the year 17,034,317 1,537,059

Particulars

A N N U A L R E P O R T 2 0 1 5 - 1 6




Cash on hand 11,109 598

With banks -

on current account 17,023,208 1,536,461

Total cash and cash equivalents 17,034,317 1,537,059

The Cash Flow Statement has been prepared under the "Indirect method" as set out in the Accounting Standared -3 on Cash Flow Statements





(Amount in `)


Particulars






s i g n i fi ca n t ac c o u n t i n g po li c i es a n d n ot es o n ac c o u n ts


A N N U A L R E P O R T 2 0 1 5 - 1 6

1. Significant accounting policies

a Background

Max Skill First Limited formerly known as Max Healthstaff International Limited is a Company registered under the Companies Act, 2013.

The name of the company has been changed from "Max Healthstaff International Limited" to "Max Skill First Ltd" w.e.f 29 April 2015. With

the change in its main objects (w.e.f. 4th Feb' 2015) the company is engaged in the business to pursue the activities of learning and

development and distribution of insurance and other financial products and investing in companies having similar objective.

Previously, the Company was engaged in the business of heathstaff staffing in India and overseas including imparting education and

training to such healthstaff personnel more particulary in USA. The Placement of healthcare personnel in USA was subject to

availabilty of immigrant visas which are currently unavailable given the visa retrogression in force. Accordingly the company has

closed down its operations and has surrendered its registration for such operations to the Central Government.

b Basis of preparation

The financial statements of the Company have been prepared in accordance with Generally Accepted Accounting Principles in India

(Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Compnaies Act,2013, read with Rule 7 of

the Companies (Accounts) Rules,2014 and the relevant provisions of the Companies Act,2013 ("the 2013 Act") / Companies Act,

1956 ("the 1956 Act"), as applicable. The financial statements have been prepared on accrual basis under the historical cost

convention. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the

previous year except for change in the accounting policy for depreciation as more fully described in Note no. f.

c Use of estimates

The preparation of financial statements in conformity with the generally accepted accounting principles ('GAAP') in India requires

management to make estimates and assumptions that affect the reported amounts of income and expenses of the period, assets

and liabilities and disclosures relating to contigent assets & contingent liabilities as of the date of the financial statements and the

results of operations during the reporting period. Examples of such estimates include estimates of income taxes, employment

retirement benefit plans, provision for doubtful debts and advances and estimated useful life of fixed assets. Actual results could

differ from those estimates. Any revision to accounting estimates is recognised prospectively in current & future periods.

d Revenue Recognition

a) Revenue from operations is recognized on the basis of agreements executed with clients on accrual basis.

b) Interest Income is recognized on a time proportion basis taking into account the amounts invested and the rate of interest.

Income is stated in full with the tax thereon being accounted for under advance tax.

e Fixed Assets

Tangible fixed assets

Fixed assets are stated at cost, less accumulated depreciation and impairment losses if any. Cost comprises the purchase price and

any attributable cost of bringing the asset to its working condition for its intended use.

Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are

carried at cost less accumulated amortization and accumulated impairment losses, if any. Internally generated intangible assets,

excluding capitalized development costs, are not capitalized and expenditure is reflected in the statement of profit and loss in the

year in which the expenditure is incurred.

f Depreciation /Amortization

Depreciation on fixed assets except leasehold improvement is charged on the Written Down Method on a pro-rata basis at the rate

and manner prescribed under Schedule II to the Companies Act, 2013. Depreciation has been charged after considering scrap value

prescribed under Schedule II to the Companies Act, 2013. The Company provides pro-rata depreciation from / to the date the asset is

acquired / put to use / or disposed off. Intangible assets are amortized on a Written Down Method basis over the best estimated

useful economic life. The company presumes that the useful life of an intangible asset will not exceed five years.

g Taxation

Direct Taxes

Tax expense comprises of current and deferred tax. Current income tax is measured at the amount expected to be paid to the tax

authorities in accordance with the Indian Income Tax Act, 1961. Deferred income taxes reflects the impact of current year timing

differences between taxable income and accounting income for the year and reversal of timing differences of earlier years.

Deferred tax is measured using on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date. Deferred

tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax

liabilities and the deferred tax assets and deferred tax liabilities relate to the taxes on income levied by same governing taxation laws.

Deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient future taxable income will be

available against which such deferred tax assets can be realised. In situation where the Company has unabsorbed depreciation or

carry forward tax losses, deferred tax assets are recognised only if there is virtual certainty supported by convincing evidence that

such deferred tax assets can be realised against future taxable profits.

At each balance sheet date the Company re-assesses unrecognised deferred tax assets. It recognises unrecognised deferred tax

A N N U A L R E P O R T 2 0 1 5 - 1 6


assets to the extent that it has become reasonably certain or virtually certain, as the case may be that sufficient future taxable income

will be available against which such deferred tax assets can be realised.

The carrying amount of deferred tax assets are reviewed at each balance sheet date. The Company writes down the carrying amount

of a deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future

taxable income will be available against which deferred tax asset can be realized. Any such write down is reversed to the extent that it


h Indirect Taxes

The company claims credit of service tax for input services, which is set off against tax on output services. Unutilized credit is carried forward

for future set off in subsequent periods. Relevant provision is created, if required, based on estimated realization of the unutilized credit.

i Earnings Per Share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the

weighted average number of equity shares outstanding during the period.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the

weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares

j Provisions

A provision is recognized when the company has a present obligation as a result of past event. it is probable that an outflow of resources

embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

Provisions are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the

reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates.

k Contingent liabilities


occurrence of one or more uncertain future events beyond the control of the company or a present obligation that is not recognized


extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The company does


Cash & Cash equivalents



m Going Concern

Max Skill First Limited formerly known as Max Healthstaff International Limited, a wholly owned subsidiary of Max India Limited is

engaged in activities of learning and development and distribution of insurance and other financial products and investing in

companies having similar objective.

During the year the Company has earned profit of Rs 12,399,158 (Previous year incurred loss of Rs 1,633,392). As at March 31,

2016, the accumulated losses of the Company are Rs 218,094,932 (previous year Rs 23,04,94,090) and its cumulative losses are

greater than 50% of its net worth. The Company is dependent on its holding company, Max India Limited for financial support. In the

opinion of the management, in view of the commitment of continued financial support by the holding company and on the basis of the

Company’s future investment plans, the Company is continuing with a going concern assumption. Further, the Company does not

anticipate that it will not be able to realize its assets and discharge its liabilities in the normal course of business.

n Employee benefits

a) Provident Fund

Eligible employees receive benefits from a provident fund, which is defined contribution plan. The Company makes contributions

under Provident Fund to "Max India Limited Employees Provident Fund Trust". Both the employee and the Company make

monthly contributions to the provident fund trust equal to a specified percentage of the covered employee's salary.

b) Gratuity

In accordance with the Payment of Gratuity Act 1972, the Company provides gratuity, a defined benefit plan ( the "Gratuity Plan")

covering eligible employees. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death,

incapacitation or termination of employment, of an amount based on the respective employee's salary and the tenure of

employment. Liablities with regard to the Gratuity Plan are determined by actuarial valuation, based upon which, the Compnay

contributes to Master policy with Life Insurance Corporation of India.

c) Leave Encashment

Accrual for leave encashment is made on the basis of actuarial valuation done at the year end. The company recognises

actuarial gains and losses as and when the same arise. The charge in respect of the same is taken to the Profit and Loss account.

o Foreign Exchange Transactions

a) Monetary assets and liabilities related to foreign currency transactions remaining unsettled at the end of the year are translated

at year-end rates.

b) The difference in translation of monetary assets and liabilities and realized gains and losses on foreign exchange transactions

are recognized in the Profit and Loss account.



A N N U A L R E P O R T 2 0 1 5 - 1 6

Equity Shares

At the beginning of the year 6,495,000 64,950,000 3,945,000 39,450,000

Issued during the period 3,200,000 32,000,000 2,550,000 25,500,000

Outstanding at the end of the year 9,695,000 96,950,000 6,495,000 64,950,000

Max India Limited 9,695,000 100 6,495,000 100

March 31, 2016

March 31, 2016

# of shares

# of sharesNumber of the Shareholder

# of shares

# of shares

Amount

% held

Amount

% held

March 31, 2015

March 31, 2015

(Amount in `)

(Amount in `)

2 Share Capital


(Amount in `)

Authorised share capital

10,000,000 (Previous year 10,000,000) Equity Shares of Rs. 10/- each 100,000,000 100,000,000

100,000,000 100,000,000

Issued, subscribed & fully paid-up shares (Nos.)

9,695,000 (March 31, 2015: 6,495,000) Equity Shares of Rs.10/- each fully paid up 96,950,000 64,950,000

(Of the above 9,695,000 ( Previous year 6,495,000) equity shares are held by

Max India Limited, the holding Company)

Total 96,950,000 64,950,000

As atMarch 31, 2016

As atMarch 31, 2015


The company has only one class of equity shares having a par value of Rs. 10/- per share. Each holder of equity shares is entitled to one vote per share.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, in proportion to the number of equity shares held by the shareholders.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(Amount in `)

Max India limited

9,695,000 (Previous year 6,495,000 ) equity shares of Rs.10/- each fully paid 96,950,000 64,950,000

Total 96,950,000 64,950,000

As atMarch 31, 2016

As atMarch 31, 2015

2.3 Shares held by holding Company

Out of equity shares issued by the company, shares held by its holding company are as below:

2.4 Details of shareholder holding more than 5% shares specifying the number of shares held is as given below:

3. Reserve & Surplus

(Amount in `)


Balance as per last financial statements (230,494,090) (228,860,698)

Profit for the year 12,399,158 (1,633,392)

Net Deficit in the statement of profit and loss (218,094,932) (230,494,090)

Total reserves & surplus (218,094,932) (230,494,090)

As atMarch 31, 2016

As atMarch 31, 2015


Particulars

Name of the Shareholder

A N N U A L R E P O R T 2 0 1 5 - 1 6


4 Share application money pending allotment

5 Long-term Provisions

Employee Benefits

The following table sets out the disclosure in respect of defined benefit plans as required under AS 15 Employee Benefits:

(Amount in `)

(Amount in `)

(Amount in `)

Share Application Money Pending Allotment - 15,000,000

Total - 15,000,000


Provision for Leave Encashment 5,690,636 -

Provision for Gratuity 2,437,327 -

Total 8,127,963 -

Reconciliation of opening and closing balances of the present value of the defined benefit obligation:

Obligations as at April 1, 2015 - -

Service Cost 2,442,975 5,687,121

Interest cost - -

Benefits settled - (741,185)

Actuarial (gain)/loss - 892,627

Obligations as at March 31, 2016 2,442,975 5,838,563

Change in plan assets

Plans assets as at April 1, 2015, at fair value - -


Actuarial gain/(loss) - -

Contributions - -

Benefits paid - -

Plans assets as at March 31, 2016, at fair value - -

Reconciliation of present value of the obligation and the fair value of the plan assets: - -

Fair value of plan assets, as at March 31, 2015

Present value of the defined benefit obligations, as at March 31, 2016 2,442,975 5,838,563

(Asset)/Liability recognized in the balance sheet 2,442,975 5,838,563

Costs for the year

Current service cost 2,442,975 5,687,121

Interest cost - -


Actuarial (gain)/loss - 892,627

Net costs 2,442,975 6,579,748

Assumptions

Discount factor 8% 8%

Estimated rate of return on plan assets - -

Salary Increase 7% 5%


As atMarch 31, 2016

As atMarch 31, 2016

Gratuity

As atMarch 31, 2015

As atMarch 31, 2015

Leaveencashment


Particulars

Particulars

Particulars


A N N U A L R E P O R T 2 0 1 5 - 1 6

6. Short term borrowings

7. Trade Payables

8. Current Liabilities

9. Short-term Provisions

(Amount in `)

(Amount in `)

(Amount in `)

(Amount in `)

Max India Limited*

*Loan repayable on demand 191,634,399 191,634,399

Total 191,634,399 191,634,399

Dues to other than micro and small enterprises 20,242,021 1,742,141

Total 20,242,021 1,742,141

Other Liabilities

Security Deposit 453,227 507,304

Statutory dues payable 8,019,958 2,500

Payable to employees 50,228,925 -

Other Current Liabilities 3,356,949 -

Total 62,059,058 509,804


Provision for Leave Encashment 147,927 -

Provision for Gratuity 5,648 -

Total 153,575 -

As atMarch 31, 2016

As atMarch 31, 2016

As atMarch 31, 2016

As atMarch 31, 2016

As atMarch 31, 2015

As atMarch 31, 2015

As atMarch 31, 2015

As atMarch 31, 2015


Particulars

Particulars

Particulars

Particulars

Particulars


(Amount in `)10 Fixed Assets

Tangible Assets

Computers (End User Devices) - 713,897 - 713,897 - 133,333 - - 133,333 580,564 -Motor Vehicles - 2,250,003 - 2,250,003 - 5,760 - - 5,760 2,244,243 -

- 2,963,900 - 2,963,900 - 139,093 - - 139,093 2,824,807 -

Intangible Assets

Software - 2,275,601 - 2,275,601 - 345,324 - - 345,324 1,930,277 -

- 2,275,601 - 2,275,601 - 345,324 - - 345,324 1,930,277 -

TOTAL - 5,239,501 - 5,239,501 - 484,417 - - 484,417 4,755,084 -

Previous year - - - - - - - - - - -

As at April1, 2015

Additions Sales/Adjustments

As atMarch 31,

2016

As at April1, 2015

For the year Assetcharged to

openingreserve

Sales/Adjustments

As atMarch 31,

2016

As atMarch 31,

2016

As atMarch 31,

2015

During the year, pursuant to the notification of Schedule II to the Companies Act, 2013 with effect from April 1, 2014, the Company has revised the estimated useful life of some of its assets to align the useful life with those specified in Schedule II. Further, assets individually costing Rs. 5,000/- or less that were depreciated fully in the year of purchase are now depreciated based on the useful life considered by the Company for the respective category of assets.

A N N U A L R E P O R T 2 0 1 5 - 1 6


11. Non- current investments

12. Long-term loans & advances

13. Other Current Assets

(Amount in `)

(Amount in `)

(Amount in `)

Max One Distribution & Services Limited* 45,000,000 39,000,000

45,00,000 (March 31, 2015: 39,00,000) Equity shares of ` 10 each fully paid up

Total 45,000,000 39,000,000

*Unquoted equity instruments

Security Deposits (Unsecured, considered good) 118,886 10,886

Loan to Max One Distribution & Services Limited 10,377,267 -

Total 10,496,153 10,886

Deposit with original maturity for more than 12 months 1,000,000 1,000,000

Interest accrued on fixed deposits 930,574 792,369

Total 1,930,574 1,792,369

As atMarch 31, 2016

As atMarch 31, 2016

As atMarch 31, 2016

As atMarch 31, 2015

As atMarch 31, 2015

As atMarch 31, 2015

Particulars

Particulars

Particulars

Particulars

Particulars

Particulars

14. Trade Receivables

15. Cash & Bank Balances

16. Short-term loans & advances

(Amount in `)

(Amount in `)

(Amount in `)


Outstanding for a period greater than six months from the date they are due for payment

Considered good

Doubtful - 4,362,157

- 4,362,157

Provision for doubtful receivables - (4,362,157)

- -

Outstanding for a period lesser than six months from the date they are due for payment

Considered good 13,073,580 -

Total 13,073,580 -

Balances with banks

Balances with banks 17,023,208 1,536,461

Cash in hand 11,109 598

Total 17,034,317 1,537,059


Gratuity Assets 873,758 806,421

Advance income tax (net of provisions) 12,959,057 195,519

Total 13,832,815 1,001,940

As atMarch 31, 2016

As atMarch 31, 2016

As atMarch 31, 2016

As atMarch 31, 2015

As atMarch 31, 2015

As atMarch 31, 2015


20. Employee benefit expenses

21. Finance Cost

22. Depreciation and amortization expense

(Amount in `)

(Amount in `)

(Amount in `)

Salaries, wages and bonus 278,884,625 389,087

Contribution to provident and other funds 8,193,783 13,880

Gratuity expense 2,442,975 -

Leave Encashment Expense 6,579,748 -

Staff welfare expenses 992,981 10,334

Total 297,094,112 413,301

Bank Charges 6,735 112

Total 6,735 112

Depreciation 484,417 -

Total 484,417 -

For the year ended,on March 31, 2016






A N N U A L R E P O R T 2 0 1 5 - 1 6


17. Other Current Assets

18. Revenue from operations

19. Other Income

(Amount in `)

(Amount in `)

(Amount in `)


Unbilled Income 50,505,813 -

Other Current Assets 4,443,748 -

Total 54,949,561 -

Training Income 351,939,467 -

Total 351,939,467 -

Liabilities/Provisions No Longer Required Written Back - 661

Gain/(loss) on foreign exchange fluctuation - 142,052

Interest Income 598,168 201,963

Miscellaneous Income - 5,000

Total 598,168 349,676

As atMarch 31, 2016

As atMarch 31, 2016


As atMarch 31, 2015

As atMarch 31, 2015



Particulars

Particulars

Particulars

Particulars

Particulars

Particulars

24. Earnings per share (EPS)(Amount in `)

Basic and Diluted

Profit / (Loss) After Tax (Rs.) 12,399,158 1,633,392

- Weighted average number of equity share 7,803,743 4,343,219

- EPS (Rs.) 1.59 (0.38)

- DPS (Rs.) 1.59 (0.38)

Equity Share Details (Nos)

Outstanding as at the beginning of the year 6,495,000 3,945,000

Outstanding as at the end of the year 9,695,000 6,495,000




A N N U A L R E P O R T 2 0 1 5 - 1 6

Payment to Auditor

23. Other Expenses

(Amount in `)

(Amount in `)

As auditor:

Audit fee 300,000 28,090

300,000 28,090

Audit Fee 300,000 28,090

Rent* 6,330,998 76,075

Insurance 2,036,519 12,670

Rates and Taxes 95,621 70,698

Repairs and Maintenance: 365,000 24,060

Communication 438,074 55,191

Legal and Professional 13,082,704 85,202

Business promotion 4,595,007 -

Printing & Stationery 1,767,316 -

Recruitment & Relocation Expenses 2,259,481 -

Travelling and Conveyance 11,219,671 -

Provision for Doubtful Debts and Advances - 177,504

Net Loss on Sale/Disposal of Fixed Assets - 295,853

Debit Balances Written Off - 172,782

Assets written off - 544,721

Miscellaneous Expenses 62,824 26,809

Total 42,553,214 1,569,655

*Rent includes electricity, fixed rent, water and maintenance.





Particulars

Particulars

Particulars


A N N U A L R E P O R T 2 0 1 5 - 1 6


25. Related Party transactions

As per accounting standard 18 on "Related party Disclosure" as notified under Companies (Accounting Standard) Rules 2006, the disclosure of transactions with the related party is as under :


Ultimate Holding Company 1. Max Financial Services Limited

Holding Company 2. Max India Limited

Subsidiary Companies 3. Max One Distribution and Services Limited

Fellow Subsidiaries 4. Max Bupa Health Insurance Company Limited

5. Max Life Insurance Company Limited


7. Antara Senior Living Limited

8. Antara Purukul Senior Living Limited


10. Max Ateev Limited

11. Max UK Limited, UK

Employee benefit funds 12. Max India Ltd. Employees’ Provident Fund Trust

Key Managerial Personnel 13. Rajender Sud (CEO)

14. Sanket Srivastava (CS)

25.1 Related Parties Disclosure

Transactions during the year:

Loan taken (Short term borrowing) -Max India Limited - 836,000 - - - - - 836,000

Reimbursement of expenses-Max India Limited 364,800 - - - - - 364,800 - -Max India Ltd. Employee's Provident Fund Trust 53,835 53,835 -

Services received-Max India Limited 5,070,000 - - - - - 5,070,000 -

Services given- Max Bupa Health Insurance Company Limited - - - - 13,680,000 - 13,680,000 - - Max Life Insurance Company Limited - - - - 306,661,131 - 306,661,131 -

Insurance Policies taken- Max Life Insurance Company Limited - - - - 516,609 - 516,609 -

Purchase of fixed asset- Max Life Insurance Company Limited 2,250,003 - 2,250,003 -

Intra cost allocation- Max Life Insurance Company Limited - - - - 6,495,995 - 6,495,995 -

Rent Payment- Pharmax Corporation Limited - - - - 198,000 - 198,000 -

Security Deposit- Pharmax Corporation Limited - - - - 108,000 - 108,000 -

Loan given (Short term borrowing)- Max One Distribution and Services Limited - - 10,000,000 - - - 10,000,000 -

Interest on loan given- Max One Distribution and Services Limited - - 377,267 - - - 377,267 - - Max Life Insurance Company Limited - - - - - -

Investment in equity shares- Max One Distribution and Services Limited - - 6,000,000 39,000,000 - - 6,000,000 39,000,000

Share Capital-Max India Limited 32,000,000 25,500,000 - - - - 32,000,000 25,500,000

Share Application money-Max India Limited - 15,000,000 - - - - - 15,000,000

Company's Contribution towards Retirements -Max India Ltd. Employee's Provident Fund Trust 9,998,485 11,372 - - - - 9,998,485 11,372

Balance Outstanding at the end of year:Amount Payable - Max India Limited- Short Term Borrowings 191,634,399 191,634,399 - - - - 191,634,399 191,634,399 - Share Application Money - 15,000,000 - - - - - 15,000,000 - Services 5,298,150 - - - - - 5,298,150 -

Amount Payable - Max India Ltd. Employee's Provident Fund Trust-Company's Contribution towards Retirements 1,196,988 - - - - - 1,196,988 -

(Amount in `)

Holding Company

2015-16 2014-15 2014-15 2014-15 2014-152015-16 2015-16 2015-16

Subsidiraies Fellow Subsidiaries Total


Particulars

A N N U A L R E P O R T 2 0 1 5 - 1 6


Amount Receivable -Max One Distribution and Services Limited-Loan and advances alongwith interest - - 10,377,267 - - - 10,377,267 -accrued on it

Amount Receivable - Max Bupa HealthInsurance Company Limited- Services - - - - 7,601,250 - 7,601,250 -

Amount Payable - Max Life InsuranceCompany Limited-Expenses - - - - 4,319,838 - 4,319,838 -

Amount Receivable - Max Life InsuranceCompany Limited- Services - - - - 2,103,988 - 2,103,988 -

(Amount in `)

Holding Company

2015-16 2014-15 2014-15 2014-15 2014-152015-16 2015-16 2015-16

Subsidiraies Fellow Subsidiaries Total

26. Contingent Liability(Amount in `)

Bank guarantee * 1,000,000 1,000,000

* Company has given bank guarantee of Rs 1,000,000 to The President of India acting through Protector General of Emigrants, Ministry of Labour, New Delhi. The guarantee was given for satisfying the conditions to act as an recruiting agent failing or neglecting to observe and discharge the set terms and conditions and decisions of the Government.



27 As per the special resolution passed in the Extra ordinary General Meeting held on 4th Feb'2015 the main objective the company has been changed. Earlier the company was incorporated for pursuing the business of health staffing and placement of personnel in India and overseas including imparting education and training to such healthcare staff and personnel. Due to the enforcement of Visa retrogression in USA, the company had surrendered Registration for such operation to the Central Government. The company now pursues the activities relating to Learning and Development and distribution of insurance and other financial products and investing in companies having similar objects.

28. The Company has carried out its tax computation in accordance with the mandatory Accounting Standard, AS-22 on ‘Taxes on Income’ issued by the Institute of Chartered Accountants of India. There has been a deferred tax asset on account of accumulated losses. However as a principle of prudence, and as there is no virtual certainty supported by convincing evidence on the date of the Balance Sheet, that there will be sufficient taxable income available to realize such assets in near future, the Company has not provided for deferred tax assets in the financialstatements for the year ended 31st March 2016.

29. Information pursuant to the provisions of Section 22 of Micro, Small and Medium Enterprises Development Act, 2006. During the year company has not paid any interest in terms of the section 18 of the above mentioned act. No principal amount or interest amount are due at the end of this accounting year which is payable to any Micro, Small or Medium enterprises as defined in the Micro, Small and Medium Enterprises Development Act, 2006.

30. The accounts of certain Trade Receivables, Trade Payables, Short /Long Term Loans and Advances, Other Current Assets and Current Liabilities and are subject to confirmation / reconciliation and adjustment, if any. The Management does not expect any material difference affecting the current year's financial statements. In the opinion of the management, the current assets, loans and advances are expected to realize at least the amount at which they are stated, if realized in the ordinary course of business and provisions for all known liabilities have been adequately made in the books of accounts.

31. The Company has prepared these financial statements as per the format prescribed by Schedule III to the Companies Act,2013 ('the schedule') issued by Ministry of Corporate Affairs.

32. The Current Year refers to the period April 01,2015 to March 31, 2016. (Previous year refers to April 01, 2014 to March 31, 2015). The previousyear figures have been regrouped, rearranged and reclassified wherever necessary to conform to this year's classification.


Particulars

Particulars







M a x O n e D i s t r i b u T i o n

a n d S e rv i c e s L i m i t e d

Dear Shareholders,

Your Directors have great pleasure in presenting the 3rd Annual Report together with the Audited Balance Sheet as at March 31, 2016 and Profit & Loss Account for the year ended on that date.

Your Company was incorporated on June 28, 2013 and have now completed almost three years of operations. On March 19, 2015, it became a wholly owned subsidiary of Max Healthstaff International Limited (Now Max Skill First Limited) which in turn is a wholly owned subsidiary of Max India Limited. Earlier the Company was a wholly owned subsidiary of Max Neeman Medical International Limited which was also a wholly owned subsidiary of Max India Limited.

FINANCIAL RESULTS

(In Rupees Thousands)

Particulars Year Ended Year Ended March 31, 2016 March 31, 2015

Sales 1519 1,066

Total Income 1523 1,066

Operating Expenses 19515 18629

EBITDA (17,992) (17,563)

Depreciation 249 724

Interests 377 0

Taxes 0 0

Net Profit After Tax (18,618) (18,287)

No. of Equity Shares* 45,00,000 39,00,000

EPS* (4.34) (8.51)

*mentioned in actual numbers

MATERIAL CHANGES AFFECTING FINANCIAL POSITION

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 31, 2016 and the date of this Directors’ report.

OPERATIONS

Your Company commenced business operations on October 3, 2013. During the period under review, the total number of agents empanelled in the Investments till financial year 2015-16 was 238 vs. 207 in financial year 2014-15 since inception of business. The total number of agents empanelled in Health Insurance till financial year ending in 2015-16 was 1150 vs. 786 in financial year 2014-15. These figures are ITD.

Agent activation level in Investments continues to be above the industry standards (~10%) and is between 25% - 30% on a monthly basis for financial year 2015-16 wherein ~75% agents have done business since inception.

In Health Insurance, the average agent productivity in Max Bupa is ~27.5 k with an average 10% activation month-on-month basis.

The operations of your Company are continually growing. Total AUM for the Company in Investments as on March’2016 was Rs.59.31Cr. registering a growth of almost 100% as compared to Rs. 30.8 Cr. in March 2015.

In Health Insurance, the total GWP sourced by the Company’s agents for Max Bupa for financial year 2015-16 was Rs. 2.91 Cr. as compared to 2.09 Cr. sourced in financial year 2014-15.

Multi-product proposition has helped associates expand their customer base. Since inception, more than 2227 customers have been empanelled in investments and out of these, ~ 54% customers are new to Max Life.

Average income per active agent of Max Life has also increased by ~Rs. 1900 per month compared to planned increase of ~Rs. 1600).This income came as a mixed earning from Investments, Health Insurance and Motor Insurance.

We had forayed into the motor insurance business in September 2015 and have enrolled 1211 agents to our books till March 2015. Collectively these agents have sourced 1049 policies with 32 lacs worth of commissionable premium since inception till March 2016, resulting in an average earning of Rs. ~700/- per active agent.

Max One had earned revenue of Rs.165,000/- during this period ending 31st March 2016.

SHARE CAPITAL

During the year under review, the Authorized share capital of the Company was Rs. 5,00,00,000/- (Rupees Five Crore only).

The Company issued 6,00,000 equity shares of Rs. 10/- each in aggregate on August 06, 2015 at right issue basis. The Paid up capital of the Company as on March 31, 2016 was Rs. 4,50,00,000/- (Rupees Four Crore Fifty lacs only). The entire share capital of the Company is owned by Max Skill First Limited (formerly Max Healthstaff International Limited). The ultimate parent company is Max India Limited, a public limited company in India.

SUBSIDIARIES

The Company has no subsidiary company.

CONSOLIDATED FINANCIAL STATEMENTS

Since there is no subsidiary of the Company, hence no consolidated financial statements have been prepared

DIVIDEND

In view of the losses, your Directors are unable to recommend any dividend for the year under review.


All Related Party Transactions (RPTs) as per the provisions of the Companies Act, 2013 that were entered during the financial year were in the ordinary course of the business of the Company and were on arm’s length basis. There were no materially significant RPTs entered by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.

Since all RPTs entered into by the Company were in the ordinary course of business and were on an arm’s length basis, form AOC-2 is not applicable to the Company. However, the details of all the RPTs have been elaborately disclosed in its Notes to the Accounts of the Company for the financial year ending 31st March, 2016 attached elsewhere in this Annual Report.



BOARD OF DIRECTORS

The Board of Directors comprises of Mr. Rajesh Sud (Chairman), Mr. Rahul Ahuja, Mr. Rohit Kapoor and Mr. V. Krishnan. There has been no change in the Board of Directors of the company during the year under review.

In terms of Section 152 of the Companies Act, 2013, Mr. Rohit Kapoor being the longest in the office shall retire at the ensuing AGM and being eligible for re-appointment, offers themselves for re-appointment.

The Board met for a total no. of five times during the period under review namely on May 25, 2015; August 06, 2015; September 25, 2015; November 02, 2015 and February 27, 2016.

The Company is not required to appoint any Independent Director or Woman Director on its Board pursuant to the provisions of the Companies Act, 2013 and the rules made there under.


The Company is not required to constitute any committee of Board of Directors in terms of the provisions of the Companies act, 2013 and the rules made there under.

PUBLIC DEPOSITS



The Company has not given any loans, made any guarantees or acquired any securities or provided for acquisition of any securities during the period under review which are covered under Section 186 of the Companies Act, 2013.


Pursuant to Section 139 & 142 of the Companies Act, 2013, M/s Nangia & Co., Chartered Accountants, were appointed as the Statutory Auditors of the Company at Annual General Meeting held on September 25, 2014 for a period of four years upon ratification of their appointment in every Annual General Meeting held during their tenure.

M/s Nangia & Co, Chartered Accountants, Statutory Auditors of the Company, had provided a certificate that their appointment, if ratified, will be in conformity with the provisions of Section 141 of the Companies Act, 2013. There are no audit qualifications or reporting of fraud in the Statutory Auditors Report given by M/s Nangia & Co., Statutory Auditors of the Company for the FY 2015-16 as annexed elsewhere in this Annual Report.


The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, Organisational structures, processes, standards, code of conduct and behaviors together form Risk Management Policy that governs how the Company conducts the business and manages associated risks.


The disclosures to be made under sub-section (3) (m) of Section 134 of the Companies Act 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 by your Company are explained as under:

(A)Conservation of Energy & Technology Absorption


(B) Foreign Exchange Earnings and Outgo

There has been no foreign exchange earnings and outgo during

the year under report.


Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and

Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2016 forms part of this report as Annexure 1.


Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby confirmed that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis;

(e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff for their performance during the year.

By Order of the BoardFor Max One Distribution & Services Limited

Mr. Rajesh SudChairman

DIN: 02395182

Date: August 16, 2016Place: New Delhi







Shares

A. Promoter s

(1) Indian

a) Individual/ HUF Nil Nil Nil Nil Nil Nil Nil Nil Nil

b) Central Govt Nil Nil Nil Nil Nil Nil Nil Nil Nil

c) State Govt(s) Nil Nil Nil Nil Nil Nil Nil Nil Nil

d) Bodies Corp. Nil 3900000 3900000 100% Nil 4500000 4500000 100% Nil


f) Any other Nil Nil Nil Nil Nil Nil Nil Nil Nil

Total shareholding of Promoter (A) Nil 3900000 3900000 100% Nil 4500000 4500000 100% Nil


1. Institutions Nil Nil Nil Nil Nil Nil Nil Nil Nil

a) Mutual Funds Nil Nil Nil Nil Nil Nil Nil Nil Nil

b) Banks / FI Nil Nil Nil Nil Nil Nil Nil Nil Nil

c) Central Govt Nil Nil Nil Nil Nil Nil Nil Nil Nil

d) State Govt(s) Nil Nil Nil Nil Nil Nil Nil Nil Nil

e) Venture Capital Funds Nil Nil Nil Nil Nil Nil Nil Nil Nil

f) Insurance Companies Nil Nil Nil Nil Nil Nil Nil Nil Nil

g) FIIs Nil Nil Nil Nil Nil Nil Nil Nil Nil

h) Foreign Venture Capital Funds Nil Nil Nil Nil Nil Nil Nil Nil Nil

i) Others (specify) Nil Nil Nil Nil Nil Nil Nil Nil Nil

Sub-total (B)(1):- Nil Nil Nil Nil Nil Nil Nil Nil Nil


IV SHARE HOLDING PATTERN (Equity Share Capital Break up as percentage to Total Equity)


Shares

A N N U A L R E P O R T 2 0 1 5 - 1 6

A N N E X U R E - 1

FORM NO. MGT 9





i CIN U74140DL2013PLC254577

ii Registration Date June 28, 2013

iii Name of the Company Max One Distribution and Services Limited

iv Category/Sub-category of the Company Public Company/ Company Limited by Shares

v Address of the Registered office & contact details 1 Dr. Jha Marg, Okhla, New Delhi - 110 020

Tel: 011-42598000; Fax: 011 26324126


vii Name, Address & contact details of the Registrar & Transfer Agent, if any. Not applicable




Product /service

1 Referral fees (Referring fee for identifying and referring 51109 73%

agents for Max Bupa)

2 Commission earned (Receivable from Last for selling of 65991 27%

Mutual funds)




1 Max Skill First Limited

Max House, 1, Dr. Jha Marg, Okhla, New Delhi – 110 020

U85199DL2003PLC119249 Holding Company 100% 2 (46)







Shares

2. Non-Institutions

a) Bodies Corp.

I) Indian Nil Nil Nil Nil Nil Nil Nil Nil Nil

ii) Overseas Nil Nil Nil Nil Nil Nil Nil Nil Nil

b) Individuals Nil Nil Nil Nil Nil Nil Nil Nil Nil

I) Individual shareholders holding Nil Nil Nil Nil Nil Nil Nil Nil Nil

nominal share capital upto Rs. 1 lakh

ii) Individual shareholders holding nominal Nil Nil Nil Nil Nil Nil Nil Nil Nil


c) Others (specify) Nil Nil Nil Nil Nil Nil Nil Nil Nil

Non Resident Indians Nil Nil Nil Nil Nil Nil Nil Nil Nil

Overseas Corporate Bodies Nil Nil Nil Nil Nil Nil Nil Nil Nil

Foreign Nationals Nil Nil Nil Nil Nil Nil Nil Nil Nil

Clearing Members Nil Nil Nil Nil Nil Nil Nil Nil Nil

Trusts Nil Nil Nil Nil Nil Nil Nil Nil Nil

Foreign Bodies - D R Nil Nil Nil Nil Nil Nil Nil Nil Nil

Sub-total (B)(2):- Nil Nil Nil Nil Nil Nil Nil Nil Nil

Total Public Shareholding (B)=(B)(1)+ (B)(2) Nil Nil Nil Nil Nil Nil Nil Nil Nil

C. Shares held by Custodian for Nil Nil Nil Nil Nil Nil Nil Nil Nil

GDRs & ADRs

Grand Total (A+B+C) Nil 3900000 3900000 100 Nil 4500000 4500000 100% Nil

Nil Nil Nil Nil Nil Nil Nil Nil Nil


Shares

A N N U A L R E P O R T 2 0 1 5 - 1 6

A N N E X U R E - 1

B) SHARE HOLDING OF PROMOTERS

Sl

No.

Shareholding at the


% change in

share holding



company


total shares

No ofshares


company


total shares

1 Max Skill First Limited 3899940 100% – 4499940 100% – 100%

2 *Mrs. Sujatha Ratnam 10* – – 10* – – –

3 *Mr. Rahul Ahuja 10* – – 10* – – –

4 *Mr. V. Krishnan 10* – – 10* – – –

5 *Mr. Vaibhav Gupta 10* – – 10* – – –

6 *Mr. Raghav Shukla -- – – – – – –

7 *Mr. Vikas Jain -- – – – – – –

8 *Mr. M.G. Rajagopalan 10* – – 10* – – –

9 *Mr. Rajinder Kumar 10* – – 10* – – –

Total: 3900000 100% Nil 4500000 100% Nil Nil

*shares held as nominees of Max Skill First Limited


end of the year


Particulars

At the beginning of the year 3900000 100% 3900000 100%

Allotment of 600000 equity shares 06.08.2015 - - 600000 100%

At the end of the year - - 4500000 100%


of the Year




during the year



(Other than Directors, Promoters and Holders of GDRs and ADRs): Not Applicable

A N N U A L R E P O R T 2 0 1 5 - 1 6

A N N E X U R E - 1

E) Shareholding of Directors and Key Managerial Personnel:

Sl

No.

At the beginning of the year *20 0.0000 *20 0.0000

Date wise Increase / Decrease in Promoters Nil Nil Nil Nil

Shareholding during the year specifying the reasons

for increase /decrease (e.g. allotment / transfer /

bonus/ sweat equity etc.):

At the end of the year *20 0.0000 *20 0.0000

* shares held as nominees of Max Skill First Limited

Share holding at the beginningof the Year



Cumulative Share holdingduring the year

Shareholding of each Directors

and each Key Managerial Personnel

(v) INDEBTEDNESS


Total

Indebtedness

Deposits


i) Principal Amount 10,000,000.00 10,000,000.00

ii) Interest due but not paid - -

iii) Interest accrued but not Nil 3,40,000.00 Nil 3,40,000.00



- Addition

- Reduction Nil Nil Nil Nil



i) Principal Amount 10,000,000.00 10,000,000.00


iii) Interest accrued but not due Nil 3,40,000.00 Nil 3,40,000.00


Unsecured

Loans

Secured Loans

excluding deposits

Appeal made if

any (give details)

Authority (RD/

NCLT/Court)

A. COMPANY




B. DIRECTORS











Section of the

Companies Act


Place: New Delhi


Rajesh Sud

Chairman

DIN No.: 02395182


A. Remuneration to Managing Director, Whole-time Directors and/or Manager: NIL

B. Remuneration to other directors: NIL

C. Remuneration to Key Managerial Personnel Other Than MD/ Manager/ WTD: NIL

A N N U A L R E P O R T 2 0 1 5 - 1 6

To the Members of Max One Distribution and Services Limited


We have audited the accompanying financial statements of Max One Distribution and Services Limited (the ‘Company’) which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date and a summary of significant accounting policies and other explanatory information.









Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a

true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, its Losses and its cash flows for the period ended March 31, 2016.















(Vikas Gupta)PartnerMembership # 076879


A N N U A L R E P O R T 2 0 1 5 - 1 6

ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF Max One Distribution and Services Limited


To the Members of Max One Distribution and Services Limited, New Delhi

We have audited the internal financial controls over financial reporting of Max One Distribution and Services Limited (“the Company”) as of March 31, 2016 in conjunction with our audit of financial statements of the Company for the year ended on that date.








A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in

reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.



Opinion





A N N U A L R E P O R T 2 0 1 5 - 1 6

Max One Distribution and Services Limited





a) The Company is maintaining proper records showing full particulars including quantitative details and situation of its fixed assets.

b) The Fixed assets have been physically verified by the management during the year and no material discrepancies were identified on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

c) According to the information and explanations given to us, there is no immovable property held by the company, accordingly the provisions of Clause (i) (c) of paragraph 3 of the Order are not applicable to the Company.


The Company being a service company engaged in the field of advisory services and investment activities, accordingly the provisions of Clause (ii) of paragraph 3 of the Order are not applicable to the Company.

iii. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnership or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Accordingly the provisions of clause iii (a) to (c) of paragraph 3 of the Order are not applicable to the Company and hence not commented upon.


According to the information and explanations given to us, Company has not made any Loans, investments, guarantee & securities to any person or other bodies corporate as per the provisions mentioned in section 186 of the Companies Act, 2013.


According to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 73 to 76 of the Companies Act, 2013 and the rules framed there-under. Therefore the provisions of Clause (v) of paragraph 3 of the Order are not applicable to the Company.




a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has generally been regular in depositing its

undisputed statutory dues including Provident Fund, Employees State insurance, income-tax, Sales-Tax, Wealth Tax, Service tax, duty of Custom, duty of Excise, value added tax, cess and Entertainment Tax etc. There is no undisputed dues payable, outstanding as on 31st March, 2016 for a period of more than six months from the date they became Payable.


viii. The Company has not taken any loans from financial institutions, Banks, Government or through debentures during the audit period.

ix. As explained, The Company has not raised money by way of initial Public offer or further public offer (including debt instruments). Further, term loans were applied for the purpose for which those raised during the year under audit.


xi. According to the information and explanations given to us, No managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013

xii. As explained, the company is not a Nidhi company. Therefore the provisions of Clause (xii) of paragraph 3 of the Order are not applicable to the Company.

xiii. According to the information and explanations given to us. The provisions of Section 177 of Companies Act, 2013 read with rule 6 of Companies (Meetings of Board and its powers) Rules, 2014 is not applicable to the Company.

Further, According to the information and explanations given to us, all transaction with related parties are in compliance with provisions of Section 188 of Companies Act, 2013 and details have been disclosed in the Financial Statements as required by the Accounting Standards.

xiv. According to the information and explanations given to us, No preferential allotment or Private placement of shares or fully or partly convertible debentures has been noticed or reported during the Year. Hence the requirement of Section 42 of Companies Act, 2013 is not applicable.

xv. According to the information and explanations given to us, No non cash transactions with Directors or persons connected with him have been noticed or reported during the year as per the provisions of Section 192 of Companies Act, 2013.





A N N U A L R E P O R T 2 0 1 5 - 1 6


AS AT M A RC H 31, 2 0 1 6

As atMarch 31, 2016

As atMarch 31, 2015

(Rs. in ` 000’)

Notes #Particulars

Equity And Liabilities

Shareholders’ funds

Share capital 2 45,000 39,000

Reserves and surplus 3 (54,158) (35,540)

(9,158) 3,460


Long-term provisions 4 278 195

278 195

Current liabilities

Short Term Borrowings 5 10,340 -

Trade payables 6 34 113

Other current liabilities 7 1,976 1,548

Short-term provisions 8 4 2

12,354 1,663

Total 3,474 5,318

ASSETS

Non-current assets

Fixed assets 9

Tangible assets 87 120

Intangible assets 61 176

148 296

Current assets

Trade receivables 10 329 374

Cash and cash equivalents 11 1,447 3,519

Other current assets 12 1,550 1,129

3,326 5,022

Total 3,474 5,318



FOR NANGIA & CO. FOR Max One Distribution and ServicesCHARTERED ACCOUNTANTS FRN No. 002391C

VIKAS GUPTA Rahul Ahuja V Krishnan F. C. A. Partner Director Director MRN 076879 DIN.06533944 DIN.00402601

53, First Floor A-38, Lajpat Nagar Place:New Delhi Friends Colony East Sahibabad Date: 19 May, 2016 New Delhi – 110 065 U.P. – 201 005

Limited




A N N U A L R E P O R T 2 0 1 5 - 1 6



(Rs. in ` 000’)

Notes #

Incomes

Revenue from operations (Gross) 13 1,519 1,066

Other Income 14 4 -

Total Revenue 1,523 1,066

Expenses

Employee benefits expense 15 16,003 13,917

Finance Cost 16 377 -

Depreciation and amortization expense 9 249 724

Other expenses 17 3,512 4,712

Total Expenses 20,141 19,353

Profit before tax (18,618) (18,287)

Tax expense:

Current tax - -

Less : MAT Credit Entitlement - -

Tax related to previous years - -

Deferred tax - -

Profit (Loss) for the period (18,618) (18,287)

Earnings per equity share:

Basic (4.34) (8.51)

Diluted (4.34) (8.51)






Limited


Particulars

A N N U A L R E P O R T 2 0 1 5 - 1 6





(Rs. in ` 000’)

Cash flows from operating activities

Net profit after tax and extraordinary items (18,618) (18,287)

Adjustments for:

-Depreciation 249 724

-Gain/Loss on sale of fixed assets, net - (32)

Operating Profit/(Loss) before working capital changes (18,369) (17,594)

Adjustments for changes in working capital

(Increase)/Decrease in inventories/trade receivables 45 1,070

(Increase)/Decrease in other current assets (423) (315)

(Increase)/Decrease in short trem borrowings 10,340 -

Increase/(Decrease) in long term liabilities 83 (213)

Increase/(Decrease) in trade payables (79) (185)

Increase/(Decrease) in other current liabilities 429 (10,374)

Increase/(Decrease) in short term provisions 2 (9)

Net cash generated from/ (used in) operating activities (A) (7,972) (27,620)

Cash flows from investment activities

-Purchase of fixed assets (100) -

-Sale proceeds of fixed assets - 1,472

Net cash generated from/ (used in) investing activities (B) (100) 1,472

Cash flows from financing activities

-Capital Inflow 6,000 19,000

Net cash generated from/ (used in) financing activities (C) 6,000 19,000

Net increase/(decrease) in cash/cash equivalents (A+B+C) (2,072) (7,148)

Cash and Cash Equivalents at beginning of the year 3,519 10,667

Cash and Cash Equivalents at end of the year 1,446 3,519

Notes

The Cash Flow Statement has been prepared under the "Indirect Method" as set out in the Accounting Standard-3 on Cash Flow Statements.

2) Cash and Cash Equivalents at the end of the year consist of Cash, Cheques in Hand, Fixed Deposits and Balances with Banks.

Cash in Hand - -

Balances with Banks 1,447 3,519

1,447 3,519





(Rs. in ` 000’)




Limited


Notes #

S I G N I FI CA N T AC C O U N T I N G PO LI C I ES A N D N OT ES TO T H E AC C O U N TS


A N N U A L R E P O R T 2 0 1 5 - 1 6

Background

Max One Distribution and Services Ltd. (‘the Company’) was incorporated on 28 June' 2013 as a public limited company under the Companies Act, 1956 to undertake and carry on the distribution of various financial products.

1 Significant accounting policies

a Basis of preparation of financial statements

The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013 ("the 2013 Act") / Companies Act, 1956 ("the 1956 Act"), as applicable. The financial statements have been prepared on accrual basis under the historical cost convention. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year except for change in the accounting policy for depreciation as more fully described in Note 9.

b Use of estimates

The preparation of financial statements in conformity with the generally accepted accounting principles ('GAAP') in India requires management to make estimates and assumptions that affect the reported amounts of income and expenses of the period, assets and liabilities and disclosures relating to contigent assets & contingent liabilities as of the date of the financial statements and the results of operations during the reporting period. Examples of such estimates include estimates of income taxes, employment retirement benefit plans, provision for doubtful debts and advances and estimated useful life of fixed assets. Actual results could differ from those estimates. Any revision to accounting estimates is recognised prospectively in current & future periods.

c Fixed Assets

Tangible Assets

Fixed assets are stated at the cost of acquisition including incidental costs related to acquisition and installation less accumulated depreciation. The actual cost capitalized includes material cost, freight, installation costs, duties and taxes, finance charges andother incidental expenses incurred during the construction / installation stage.

Fixed Assets acquired during business acquisitions are accounted for at the fair market value of the assets.

Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less accumulated amortization and accumulated impairment losses, if any. Internally generated intangible assets, excluding capitalized development costs, are not capitalized and expenditure is reflected in the statement of profit and loss in the year in which the expenditure is incurred.

d Depreciation /Amortization

Depreciation on fixed assets is charged on the Written Down Value Method over their estimated useful lives as prescribed under Schedule II to the Companies Act, 2013. However if the management's estimate of the useful life of the asset is shorter than that envisaged in the aforesaid schedule, depreciation is provided at a higher rate based on the management's estimate of useful/ remaining life. Depreciation is charged on a pro-rata basis for assets purchased/sold during the year.

Asset Useful life (in yrs.)

Software 3

Vehicle 8

Office Equipment 5

e Revenue Recognition

Revenue from the rendering of service is recognized as the service is performed by the proportionate completion method / service contract method. All other item of income are accounted on accrual basis.

f Foreign Currency Transactions

Initial Recognition: Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction.

Conversion: Foreign currency monetary items are reported using the closing rate. Non-monetary items, which are carried in terms of historical cost denominated in a foreign currency, are reported using the exchange rate at the date of transaction.

Exchange Differences: Exchange differences arising on the settlement of monetary items at rates different from those at which they were initially recorded during the year, or reported in previous financial statements, are recognized as income or as expense in the year in which they arise.

Forward exchange contracts not intended for trading or speculation purposes : The premium or discounts arising at the inception of forward exchange contracts is amortised and recognised as an expense or income over the life of the contract. Exchange difference on such contracts is recognized in the statement of profit and loss in the period in which the exchange rate changes. Any profit or loss arising on cancellation or renewal of forward exchange contracts is recognized as income or expense for the period.

g Tax Expenses

Income tax expense comprises current tax as per Income Tax Act, 1961 and deferred tax charge or credit (reflecting the tax effects of timing differences between accounting income and taxable income for the period). The deferred tax charge or credit and the corresponding deferred tax liabilities or assets are recognized using the tax rates that have been enacted or substantively enacted by the balance sheet date. Current income tax relating to items recognized directly in equity is recognized in equity and not in the


A N N U A L R E P O R T 2 0 1 5 - 1 6

statement of profit and loss.

Deferred tax liabilities are recognized for all taxable timing differences. Deferred tax assets are recognized only to the extent there is reasonable certainty that the asset can be realized in future; however, where there is unabsorbed depreciation or carried forward loss under taxation laws, deferred tax assets are recognized only if there is a virtual certainty of earning sufficient future taxable income will be available against which such deferred tax assets can be realized. Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably / virtually certain, as the case may be, to be realized.

Minimum alternate tax (MAT) paid in a year is charged to the statement of profit and loss as current tax. The company recognizes MAT credit available as an asset only to the extent that there is convincing evidence that the company will pay normal income tax during the specified period, i.e., the period for which MAT credit is allowed to be carried forward. In the year in which the company recognizes MAT credit as an asset in accordance with the Guidance Note on Accounting for Credit Available in respect of Minimum Alternative Tax under the Income-tax Act, 1961, the said asset is created by way of credit to the statement of profit and loss and shown as “MAT Credit Entitlement. The company reviews the “MAT credit entitlement” asset at each reporting date and writes down the asset to the extent the company does not have convincing evidence that it will pay normal tax during the specified period.

h Employee Benefits

The Company’s obligations towards various employee benefits have been recognized as follows:


All employee benefits payable within twelve months of rendering service are classified as short-term employee benefits. Benefits such as salaries, allowances, short-term compensated absences and the expected cost of other benefits is recognised in the period in which the employee renders the related service.

Post employment benefits:

• Defined contribution plans: The Company’s Provident Fund and the Superannuation scheme is a defined contribution plan where the contribution paid/ payable under the scheme is recognised as an expense in the period in which the employee renders the related service. The Company’s contributions towards Provident Fund and Superannuation Fund deposited with the Regional Provident Fund Commissioner. Employees Group Superannuation Scheme respectively are charged to Statement of Profit and Loss.

• The Company’s gratuity scheme is a defined benefit plan. The present value of obligation under such defined benefit plan is determined based on actuarial valuation carried at the yearend using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

The obligation is measured at the present value of the estimated future cash flows. The discount rates used for determining the present value of the obligation under defined benefit plan, is based on market yields on Government securities as at the balance sheet date.

Actuarial gains and losses are recognised immediately in the Statement of Profit and Loss. Gains or losses on the curtailment or settlement of any defined benefit plan are recognised when the curtailment or settlement occurs.

• Other long term benefits:

Benefits under the Company’s leave encashment constitute other long term employee benefits, recognised as an expense in the Statement of Profit and Loss for the period in which the employee has rendered services. Estimated liability on account of these benefits is actuarially determined based on the projected unit credit method using the yield on government bonds, as on the date of the balance sheet, as the discounting rate. Actuarial gains and losses are charged to the Statement of Profit and Loss.

Accumulated Leave, which is expected to be utilized within the next 12 months, is treated as short term employee benefit. The company measures the expected cost of such expenses as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date.

The company treats accumulated leave expected to be carried forward beyond 12 months, as long term employee benefits for measurement purpose. Such long term compensated absences are provided for based on the actuarial valuation using projected unit credit method at the year end.

i Earnings Per Share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of the equity shares outstanding during the period.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

j Provisions

A provision is recognized when the Company has a present obligation as a result of past event. It is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates.

k Contingent liability

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the financial statements.


2 Share Capital

a.) Shares held by company

b. Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting period is as given below

(Rs. in ` 000’)

Authorized Capital

50,00,000 Equity Shares of Rs. 10/- each 50,000 50,000

(Previous year 50,00,000 Equity Shares of Rs. 10/- each)50,000 50,000

Issued, Subscribed and Paid up:

45,00,000 Equity Shares of Rs. 10/- each fully paid up 45,000 39,000

(Previous year 39,00,000 Equity Shares of Rs. 10/- fully paid up)

Total 45,000 39,000

Max Skill First Limited *

4,500,000 3,900,000

* Formally known as Max Healthstaff International limited

Shares outstanding at the beginning of the year 3,900,000 2,000,000

Shares Issued during the year 600,000 1,900,000

Shares outstanding at the end of the year 4,500,000 3,900,000

As atMarch 31, 2016

As atMarch 31, 2016

As atMarch 31, 2016

As atMarch 31, 2015

As atMarch 31, 2015

As atMarch 31, 2015

d) Shares in the company held by each shareholder holding more than 5 percent shares specifying the number of shares held is as given below:

e) The Company has not allotted any fully paid up equity shares without payment being received in cash and by way of bonus shares nor has bought back any class of equity shares during the period of five years immediately preceding the balance sheet date.

Max Skill First Limited * 4,500,000 100%* 3,900,000 100%*

*including shares are held by its nominees


Number of shares Number of shares% Holding % Holding


3 Reserve and surplus(Rs. in ` 000’)

Surplus

Opening balance (35,540) (17,253)

(+) Net Profit/(Net Loss) For the current year (18,618) (18,287)

Closing Balance (54,158) (35,540)

Total (54,158) (35,540)

As atMarch 31, 2016

As atMarch 31, 2015


A N N U A L R E P O R T 2 0 1 5 - 1 6


Particulars

Particulars

Particulars

Particulars

c) Terms/rights attached to equity shares :

The Company has only one class of equity shares having a par value of Rs. 10/- per share. Each holder of equity shares is entitled to one vote per share.

The equity shareholders of the company are entitled to get the dividend as and when proposed by the Board of Directors and approved by shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.


A N N U A L R E P O R T 2 0 1 5 - 1 6

4 Long Term Provisions

5 Short Term Provisions

Employee Benefits

The following table sets out the disclosure in respect of defined benefit plans as required under AS 15 Employee Benefits:

(Rs. in ` 000’)

(Rs. in ` 000’)

(Rs. in ` 000’)


- Gratuity (unfunded) 203 139

- Leave Encashment (unfunded) 75 56

Total 278 195

Secured / Unsecured

Short Term loan from Max Skill First Limited 10,000 -

Interest on Loan 340 -

10,340 -

Reconciliation of opening and closing balances of the present value of the defined benefit obligation:

Obligations as at April 1, 2015 139 58

Service Cost 116 56

Interest cost 11 5

Benefits settled - (65)

Actuarial (gain)/loss (63) 24

Obligations as at March 31, 2016 204 78

Change in plan assets

Plans assets as at April 1, 2015, at fair value - -


Actuarial gain/(loss) - -

Contributions - -

Benefits paid - -

Plans assets as at March 31, 2016, at fair value - -

Reconciliation of present value of the obligation and the fair value of the plan assets: - -

Fair value of plan assets, as at March 31, 2015

Present value of the defined benefit obligations, as at March 31, 2016 204 78

(Asset)/Liability recognized in the balance sheet

Costs for the year

Current service cost 116 56

Interest cost 11 5


Actuarial (gain)/loss (63) 24

Net costs 64 85

Assumptions

Interest rate 5% 5%

Discount factor 8% 8%

Estimated rate of return on plan assets - -

Salary Increase 5% 5%


As atMarch 31, 2016

As atMarch 31, 2016

As atMarch 31, 2016

As atMarch 31, 2015

As atMarch 31, 2015

As atMarch 31, 2015


Particulars

Particulars

Particulars

6 Trade Payables

7 Other Current Liabilities


(Rs. in ` 000’)

(Rs. in ` 000’)

(Rs. in ` 000’)

Trade Payables

- Acceptances 34 113

Total 34 113

Trade payables are due in respect of goods and services received in the normal course of business.

Statutory Liabilties 292 397

Payable to Employees 300 1,000

Rent Payable* 1,116 -

Other payables 268 151

Total 1,976 1,548

* Payable to Max Life Insurance Co. Ltd


- Gratuity (unfunded) 1 -

- Leave Encashment (Unfunded) 3 2

Total 4 2

As atMarch 31, 2016

As atMarch 31, 2016

As atMarch 31, 2016

As atMarch 31, 2015

As atMarch 31, 2015

As atMarch 31, 2015


A N N U A L R E P O R T 2 0 1 5 - 1 6


(Rs. in ` 000’)9 Fixed Assets

Tangible Assets

Computer 383 100 - 483 268 131 - - 399 84 115

Office Equipment 10 - - 10 5 2 - - 7 3 5

393 100 0 493 273 134 0 - 406 87 120

Intangible Assets

Software 585 585 409 115 524 61 176

585 - - 585 409 115 - - 524 61 176

TOTAL 978 100 0 1,078 682 249 0 - 930 148 296

Previous year 2,730 - 1,752 978 269 724 313 - 682 296

Pursuant to the notification of Schedule II to the Companies Act, 2013 with effect from April 1, 2014, the Company has revised the estimated useful life of some of its assets to align the useful life with those specified in Schedule II. Further, assets individually costing Rs. 5,000/- or less that were depreciated fully in the year of purchase are now depreciated based on the useful life considered by the Company for the respective category of assets.

As at April1, 2015

Additions Sales/Adjustments

As atMarch 31,

2016

As at April1, 2015

For the year Assetcharged to

openingreserve

Sales/Adjustments

As atMarch 31,

2016

As atMarch 31,

2016

As atMarch 31,

2015


Particulars

Particulars

Particulars

Particulars


A N N U A L R E P O R T 2 0 1 5 - 1 6

10 Trade Receivables

11 Cash and Cash Equivalents

12 Other Current Assets

(Rs. in ` 000’)

(Rs. in ` 000’)

(Rs. in ` 000’)

Unsecured - Considered Good

Trade Receivables less than 6 months 329 374

Total 329 374

* From Fellow Subsidiaries 318 229

Balances with banks 1,447 3,519

Total 1,447 3,519

Prepaid Expenses - 48

Service Tax Input Credit 961 829

Unbilled Revenue 474 155

TDS Receivables 115 97

Total 1,550 1,129

As atMarch 31, 2016

As atMarch 31, 2016

As atMarch 31, 2016

As atMarch 31, 2015

As atMarch 31, 2015

As atMarch 31, 2015


14 Other Income

15 Employee Benefits Expense

(Rs. in ` 000’)

(Rs. in ` 000’)

(Rs. in ` 000’)

Sale of Services 1519 1,066

Total 1,519 1,066

Miscellaneous Income 4 -

Total 4 -

Salaries and Wages 15,348 13,628

Contributions to

- Provident fund 506 511

Leave Encashment 85 (291)

Gratuity fund contributions 64 69

Total 16,003 13,917








Particulars

Particulars

Particulars

Particulars

Particulars

Particulars


A N N U A L R E P O R T 2 0 1 5 - 1 6

16 Finance Costs

19 Payment to Auditors

17 Other Expenses

18 Earning Per Share

(Rs. in ` 000’)

(Rs. in ` 000’)

(Rs. in ` 000’)

(Rs. in ` 000’)

Interest on Short Term Loan 377 -

Total 377 -

As Auditors

- Audit Fees 50 50

Total 50 50

Audit Fees 50 50

Statutory Fee & duties 69 391

Legal & Professional expenses 1,084 667

Manpower consultancy 404 317

Communication Expenses 199 237

Conveyance 173 152

Miscellaneous Expenses 178 169

Insurance 102 123

Printing & Stationary 66 69

Rent 1,073 1,254

Repair & maintenance - 10

Travel Expenses 106 434

Training & Management Development 8 125

Recruitment Expense - 713

Interest on Service Tax - 1

Total 3,512 4,712

A Net profit/ (Loss) attributable to equity sharesholders (Rs.) A (18,618) (18,287)

B Weighted Average Number of Equity Shares outstanding during the period* B 4,291,803 2,147,671

C Face Value per Share (Rs.) C 10 10

D Basic Earnings/(Loss) per equity shares (Rs.) A/B (4.34) (8.51)

E Diluted Earnings/ (loss) per equiry shares (Rs.) A/B (4.34) (8.51)










Particulars

Particulars

Particulars

Particulars


A N N U A L R E P O R T 2 0 1 5 - 1 6

20 Related Party Disclosures

As per accounting standard 18 on “Related party Disclosure”as notified under Companies (Accounting Standard) Rules 2006, the disclosure of transactions with the related party is as under:

a) Related Party where control exists:

Related Party where control exists:

Max Financial Services Limited* Ultimate Holding Company

Max India Limited Holding Company

Max Skill First Ltd Holding Company

Max Life Insurance Limited** Fellow Subsidiary Company

Max Bupa Health Insurance Company Limited Fellow Subsidiary Company

Max One Distribution And Services Limited Fellow Subsidiary Company

Antara Senior Living Limited Fellow Subsidiary Company

Antara Purukul Senior Living Limited Fellow Subsidiary Company

Antara Gurgaon Senior Living Limited Fellow Subsidiary Company

Pharmax Corporation Ltd Fellow Subsidiary Company

Max Ateev Limited Fellow Subsidiary Company

Max UK Limited, UK Fellow Subsidiary Company

*Max Financial Services Limited ceased to be the ultimate holding company effective from May 14, 2016

**Max Life Insurance Co. Ltd ceased to be fellow subsidiary effective from May 14, 2016

b) Key Managerial Personnel

NA

c) Transactions with Related Parties

(Rs. in ` 000’)

Share Allotment

Max Skill First Limited 6,000 -

Short Term Borrowings

Max Skill First Limited 10,000 -

Income

Max Bupa Health Insurance Company Limited ( including taxes) 1,274 631

Expenses

Max Life Insurance Company Limited (Rent) 1,073 1,205

Max Skill First Limited (Interest on Short Term Loan taken) 377 -

Other Transactions

Max Life Insurance Company Limited - 1,472

Balance Payable / Receivable

Short term Loan (Including Interest) from Max Skill First Limited 10,377 -

Receivable from Max Bupa Health Insurance Co. Ltd. 318 229

Payable to Max Life Insurance Co. Ltd 1,116 -




Particulars

21 Information pursuant to the provisions of Section 22 of Micro, Small and Medium Enterprises Development Act, 2006

During the year company has not paid any interest in terms of the section 18 of the above mentioned act.

No principal amount or interest amount are due at the end of this accounting year which is payable to any Micro, Small or Medium

enterprises as defined in the Micro, Small and Medium Enterprises Development Act, 2006.

22 The Company is operating in single line of business and all the other activities revolve around the main business and entire business is

conducted within India , hence in accordance with AS-17- “Segment Reporting” there are no separate reportable segments either on the

basis of business segmentation or geographical segmentation.


A N N U A L R E P O R T 2 0 1 5 - 1 6

23 Deferred Tax Asset / Liability (NET)

As per paragraph 17 of Accounting Standard 22 “Accounting for Taxes on Income", Company has not created deferred tax assets on

unabsorbed depreciation and carried forward losses as there is no virtual certainty supported by convincing evidence that sufficient future

taxable income will be available against which such deferred tax assets can be realised.

24 The accounts of certain Trade Receivables, Trade Payables, Short/Long Term Loans and Advances, Other Current Assets and Current

Liablities and are subject to confirmation / reconciliation and adjustment, if any. The Management does not expect any material difference

affecting the current year’s financial statements.

In the opinion of the management, the current assets, loans and advances are expected to realize at least the amount at which they are

stated, if realized in the ordinary course of business and provision for all known liabilities have been adequately made in the books of

accounts.

25 The Company has prepared these financial statements as per the format prescribed by Schedule III to the Companies Act, 2013 ('the

schedule') issued by Ministry of Corporate Affairs. Previous year figures have been recast/restated to conform to the classification of the

current year.

26 The Current Year refers to the period April 01, 2015 to March 31, 2016. (Previous year refers to April 01, 2014 to March 31, 2015). 'The

previous year figures have been regrouped, rearranged and reclassified wherever necessary to conform to this year’s classification.

27 All Figures are in Indian Rupees.



53, First Floor A-38, Lajpat Nagar Place:New Delhi Friends Colony East Sahibabad Date: 19 May, 2016 New Delhi - 110 065 U.P. - 201 005

Limited



P H A R M A X C O R P O R AT I O N L I M I T E D

Dear Shareholders,

Your Directors have great pleasure in presenting the 27th Annual Report together with the Audited Balance Sheet as at March 31, 2016 and Statement of Profit & Loss and Cash Flow Statement for the year ended on that date.

We would like to bring to your notice that Max Financial Services Limited (“MFSL”/ formerly “Max India Limited”) Holding Company of the Company was demerged vide Order dated December 14, 2015 of the Hon’ble High Court of Punjab and Haryana sanctioning the Composite Scheme of Arrangement between Max Financial Services Limited (“MFSL”/ formerly Max India Limited”); Max India Limited (“Max India” / formerly “Taurus Ventures Limited”) and Max Ventures Industries Limited (“MVIL”/ formerly “Capricorn Ventures Limited”) and filing the said Order with Registrar of Companies, Chandigarh on January 15, 2016 thereby achieving the Effective Date. Accordingly, in terms of the sanctioned Scheme, entire shareholding in the Company held by MFSL consisting of 47,122,747 equity shares of Re. 1 /- each and 1,500,000 - 9% preference shares of Rs. 100/- each, were transferred to Max India and its nominees without any further act or deed and your Company became a subsidiary of Max India in view of the aforesaid transfer of shareholding.

Financial Results

(In Rupees)

Year ended Year endedMarch 31, 2016 March 31, 2015

Revenue from Operations 5,97,46,045 6,37,74,835

Other Income 26,60,308 314,684

Total Income 6,24,06,353 6,40,89,519

Operating Expenses 2,32,95,789 1,66,54,935

EBDITA 3,91,10,564 4,74,34,584

Depreciation 67,74,007 67,69,470

Finance Costs 8,79,939 277

Taxes 1,45,80,521 1,41,91,000

Net Profit After Tax 1,68,76,097 2,64,73,837

No. of Equity Shares 5,53,05,852 5,53,05,852(Weighted Average)

EPS Basic 0.31 0.48

EPS Dialuted 0.30 0.47


There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 31, 2016 and the date of the Directors’ report i.e. August 5, 2016.

OPERATIONS

Presently, the Company is a subsidiary of Max India Limited (formerly Taurus Ventures Limited).

The Company has, leasing of its properties situated at 1, Dr. Jha Marg, Okhla, New Delhi - 110 020 to its group companies as its only business activity.

SHARE CAPITAL

The Authorized share capital of the Company as on March 31, 2016 was Rs. 25,70,00,000 (Rupees Twenty Five Crore Seventy Lakh only) comprising of (I) 6,00,00,000 equity shares of Re. 1 each, (ii) 4,70,000 - 10% Cumulative Convertible Preferences Shares of Rs. 100 each and (iii) 15,00,000 - 9% Cumulative Redeemable Preference Shares of Rs. 100 each.

The Issued and Paid up capital of the Company as on March 31, 2016 was Rs. 20,55,76,787 (Rupees Twenty Crore Fifty Five Lakh Seventy Six Thousand Seven Hundred and Eighty Seven only) comprising of 5,53,05,852 fully paid up equity shares of Re. 1 each; 15,00,000 fully paid up 9% cumulative redeemable preference shares of Rs. 100

each and 6,341 partly paid up 10% cumulative redeemable preference shares of Rs. 100 each.

There has been no change in the share capital of the Company during the period under review.

However, the Board of Directors in its meeting held on May 11, 2016 forfeited 6142 partly paid up 10% cumulative convertible preference shares (CCP shares) of Rs. 100 each which were issued on March 17, 1997 on the payment of application money of Rs. 25 per share. The said CCP shares of the Company were forfeited due to non-payment of allotment money subsequent to final notice of forfeiture made on May 2, 2016. The Share Certificates pertaining to forfeited shares have not been surrendered to the Company and therefore the Company has declared these share certificates as null and void. Further, as per the terms of payment specified in Clause (d) of Letter of Offer dated December 31, 1996 and pursuant to approval of shareholders received in at the Extra Ordinary General meeting held on January 30, 2004 and Board’s approval dated March 16, 2004, 199 fully paid CCP shares were converted into 19900 equity shares Re. 1 each on May 11, 2016 upon receipt of the balanced allotment/ call money due thereon.

Therefore, as on date of this report the paid-up capital of the Company stands at Rs. 20,53,25,752/- (Rupees Twenty Crore Fifty Three Lakh Twenty Five thousand Seven Hundred and Fifty Two only) comprising of 5,53,25,752 fully paid up equity shares of Re. 1/- each; 15,00,000 fully paid up 9% cumulative redeemable preference shares of Rs. 100/- each.

HOLDING, SUBSIDIARY, ASSOCIATES AND JOINT VENTURES COMPNIES

Presently, there is no subsidiary of the Company.

The particulars of Holding and Associates Companies are given in the extract of Annual Return (Form MGT-9) annexed with this report. Form AOC-I containing Sailent Feature of Financial Statements of Company’s associates is attatched as Annexure - I.


In accordance with the requirements of Companies Act, 2013 and applicable Accounting Standards, the Audited Consolidated Financial Statements forms part of Annual Report of the Company for Financial Year 2015-16.

DIVIDEND

In order to conserve resources of the Company to meet future contingencies, your directors have decided not to recommend any dividend for the financial year ended March 31, 2016, on the shares of the Company.

BOARD OF DIRECTORS

In terms of Section 152 of the Companies Act, 2013 (‘the Act’), Mr. P. Dwarakanath (DIN: 00231713) being longest in the office shall retire at the ensuing AGM and being eligible for re-appointment, offers himself for re-appointment.

Mr. Jatin Khanna ( DIN:07089135) was appointed as an Additional Director of the Company on March 30, 2016. His term of office expires on the date of ensuing Annual General Meeting of the Company. The Company has received a notice under Section 160 of the Act from a member proposing the candidature of Mr. Jatin Khanna for being appointed as Director of the Company. The Board of Directors recommend to the shareholders for his appointment as Director of the Company liable to retire by rotation.

During the period under review, Mrs. Sujatha Ratnam and Mr. Mohit Talwar resigned as Directors of the Company w.e.f. March 30, 2016.

The Board met 6 times during the period under review i.e. April 30, 2015; June 16, 2015; August 11, 2015; October 27, 2015; February 23, 2016 and March 30, 2016.

A N N U A L R E P O R T 2 0 1 5 - 1 6

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

In terms of Section 149(7) of the Act, the Company has received declaration of Independence from all its Independent Directors namely Mrs. Kiran Sharma and Mr. Sanjay Khandelwal.


The Company has the following committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

1. Audit Committee:

The Audit Committee of the Company currently consists of Mrs. Kiran Sharma, Mr. Sanjay Khandelwal and Mr. Jatin Khanna. Four meetings of the committee were held during the financial year 2015-16 on April 30, 2015; June 16, 2015; October 27, 2015 and February 23, 2016.


The Nomination & Remuneration Committee was constituted on August 11, 2015. The Committee currently consists of Mrs. Kiran Sharma, Mr. Sanjay Khandelwal and Mr. Jatin Khanna. Two meetings of the committee were held during the financial year 2015-16 on August 11, 2015 and March 30, 2016.

3. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee was constituted on August 11, 2015. The Committee currently consists of Mr. P. Dwarakanath, Mr. K.S. Ramsinghaney and Mr. Jatin Khanna. Four meetings of the committee were held during the financial year 2015-16 on September 22, 2015; October 27, 2015; December 17, 2015 and February 23, 2016.

4. Committee of Independent Directors:

The Committee of Independent Directors consists of Mrs. Kiran Sharma and Mr. Sanjay Khandelwal. The Committee met on October 27, 2015 to perform the functions stipulated under Code for Independent Directors under Schedule IV to the Companies Act, 2013.

POLICY ON QUALIFICATION AND REMUNERATION FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Company has framed a Policy for determining qualifications, positive attributes and independence of a Director and remuneration for the Directors, Key Managerial Personnel and other employees. The Policy is attached herewith marked as Annexure II.

KEY MANAGERIAL PERSONNEL

During the year under review, there has been no change in the Key managerial positions in the Company.

However, Mr. Pradeep Gupta, Company Secretary of the Company has resigned owing to his personal reasons effective July 15, 2016. The Board is in the process of appointing a new Company Secretary to fill the vacancy created by the resignation of Mr. Pradeep Gupta, within the statutory time limit.

PUBLIC DEPOSITS



The details of loans, guarantees and investments pursuant to the provisions of Section 186 of the Act have been provided in Notes 9, 10 and 11 to the financial statements of the Company for the FY 2015-16.


All related party transactions entered during the financial year were in

the ordinary course of the business of the Company and were on arm’s length basis.

There were no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm’s length basis, the requirement of furnishing details in Form AOC-2 is considered to be not applicable to the Company.




Pursuant to Section 139 & 142 of the Act, M/s Nangia & Co., Chartered Accountants (Firm Registration No. 002391C), were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on September 30, 2014 for a period of three years, subject to ratification of their appointment in every Annual General Meeting held during their tenure.

M/s Nangia & Co, Chartered Accountants, Statutory Auditors of the Company, have provided a certificate that their appointment, if ratified, will be in conformity with the provisions of Section 141 of the Act.

There are no audit qualifications or reporting of fraud in the Statutory Auditors Report given by M/s Nangia & Co., Statutory Auditors of the Company for the FY 2015-16 as annexed elsewhere in this Annual Report.


The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organizational structures, processes, standards, code of conduct and behaviors together form Risk Management Policy that governs how the Company conducts the business and manages associated risks.


The disclosures to be made under sub-section (3) (m) of Section 134 of the Act read with Rule (8) (3) of the Companies (Accounts) Rules, 2014 by your Company are explained as under:



(B)Foreign Exchange Earnings and Outgo



Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2016 forms part of this report as Annexure III.


Pursuant to the requirement under Section 134(5) of the Act, it is hereby confirmed that:


A N N U A L R E P O R T 2 0 1 5 - 1 6

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis;

(e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOLEDGEMENT

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from Shareholders, Bankers, Regulatory Bodies and other business constituents during the year under review.

By Order of the BoardFor Pharmax Corporation Limited

New Delhi P. Dwarakanath Jatin KhannaAugust 5, 2016 Director Director

DIN: 00231713 DIN : 07089135

A N N U A L R E P O R T 2 0 1 5 - 1 6

A N N U A L R E P O R T 2 0 1 5 - 1 6

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A N N EX U R E - I (PA RT A)

A N N U A L R E P O R T 2 0 1 5 - 1 6

A N N EX U R E - I (PA RT B)

Part "B" - Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Name of Associates/Joint Ventures Forum - 1 Aviation Private Limited

(1) Latest audited Balance Sheet date 31-Mar-16

(2) Shares of Associates/Joint Ventures held by the company on the year end

No.

Amount of Investment in Associates/Joint Ventures 69,906,388.00

Extend of Holding % 20.00%

(3) Description of how there is significant influence

(4) Reason why the associate/joint venture is not consolidated NA

(5) Networth attributable to Shareholding as per latest audited Balance Sheet 106,334,505.00

(6) Profit/Loss for the year (21,926,017.00)

i. Considered in Consolidation (3,837,601.13)

ii. Not Considered in Consolidation (18,088,415.87)

(Amt in Rs Lacs)


Preamble




For the appointment of KMPs [other than Managing Director/ Whole time Director/Manager/CEO], Senior Management and other

employees, a person should possess adequate qualification, expertise and experience for the position, he / she is considered for the appointment.

Remuneration Policy


Remuneration to Non-executive / Independent Director

The remuneration / commission / sitting fees, as the case may be, to the Non-Executive/ Independent Director, shall be in accordance with the provisions of the Act and the Rules made thereunder for the time being in force or as may be decided by the Committee / Board /shareholders. An Independent Director shall not be entitled to any stock option of the Company unless otherwise permitted in terms of the Act, as amended from time to time.

A N N U A L R E P O R T 2 0 1 5 - 1 6

A N N E X U R E - I I





i CIN U24232PB1989PLC009741


iii Name of the Company Pharmax Corporation Limited

iv Category/Sub-category Public Compan / Company Limited by Shares

v Address of the Registered office & contact details Bhai Mohan Singh Nagar Railmajra, Tehsil Balachaur,

District Nawanshahr, Punjab – 144 533.

Phone : 01881-462000

Fax : 01881-273607

vi Whether listed company No

vii Name, Address & contact details of the Registrar & Transfer Agent, if any. Mas Services Limited T-34, 2nd Floor, Okhla Industrial

Area Phase – II, New Delhi – 110020

Phone : 011- 26387281/82/83, Fax : 011 – 26387384


II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

The Company has leasing of its properties (NIC code: 68100) situated at 1, Dr. Jha Marg, Okhla, New Delhi - 110 020 as its only business activity.


Pursuant to the Composite Scheme of Arrangement as referred in the Directors’ Report, the Company became a Subsidiary of Max India

Limited (formerly known as Taurus Ventures Limited) w.e.f. April 01, 2015. Prior to this the Company was a subsidiary of Max Financial

Services Limited (formerly Max India Limited).

Particulars of Holding and Associate Companies as on March 31, 2016 are as under:

1. Max India Limited(Formerly Taurus Ventures Limited) Companies Act, 2013Bhai Mohan Singh Nagar Railmajra,Tehsil Balachaur Dist. NawanshahrPunjab - 144 533.

2. Forum 1 Aviation Private Limited U62200DL2004PTC131655 Associate Company 20% 2 (6) of the505, G+5, Building, IGI Airport Opp. Companies Act, 2013Domestic Airport Arrival Terminal,New Delhi - 110037

U85100PB2015PLC039155 Holding Company 85.20% 2 (46) of the

SI.

No.


Associate

% of

shares held

Applicable

Section

A N N U A L R E P O R T 2 0 1 5 - 1 6


i) Category-wise shareholding

Category of

Shareholders

Particulars

No. of Shares held on March 31, 2015 No. of Shares held on March 31, 2016% change during

the year


Shares


Shares

A. Promoters

(1) Indian

a) Individual/ HUF - - - - - - - - -

b) Central Govt - - - - - - - - -

c) State Govt(s) - - - - - - - -

d) Bodies Corp. - 47122747 47122747 85.20 - 47122747 47122747 85.20 0.00

e) Banks / FI - - - - - - - -

f) Any other - - - - - - - -Total shareholding of Promoter (A) - 47122747 47122747 85.20 - 47122747 47122747 85.20 0.00


1. Institutions

SI.

No.

A N N E X U R E - 2

A N N U A L R E P O R T 2 0 1 5 - 1 6

Category of

Shareholders

Particulars


the year


Shares


Shares

a) Mutual Funds - 645778 645778 1.18 - 645778 645778 1.18 0.00

b) Banks / FI - 100875 100875 0.18 - 100875 100875 0.18 0.00

c) Central Govt - - - - - - - - -

d) State Govt(s) - - - - - - - - -

e) Venture Capital Funds - - - - - - - - -

f) Insurance Companies - 355867 355867 0.64 - 355867 355867 0.64 0.00

g) FIIs - - - - - - - - -

h) Foreign Venture Capital Funds - - - - - - - - -

i) Others (specify) FDI - - - - - - - - -

Sub-total (B)(1):- - 1102520 1102520 2.00 - 1102520 1102520 2.00 0.00

2. Non-Institutions

a) Bodies Corp.

i) Indian - 614774 614774 1.11 - 614774 614774 1.11 0.00

ii) Overseas - - - - - - - - -

b) Individuals

I) Individual shareholders holding nominal - 6442890 6442890 11.65 - 6442890 6442890 11.65 0.00 share capital upto Rs. 1 lakh

ii) Individual shareholders holding nominal - - - - - - - - - share capital in excess of Rs 1 lakh

c) Others (specify)

Non Resident Indians / OCBs - 22921 22921 0.04 - 22921 22921 0.04 0.00

Foreign Nationals - - - - - - - - -

Clearing Members - - - - - - - - -

Trusts - - - - - - - - -

Foreign Bodies - D R - - - - - - - - -

Sub-total (B)(2):- - 7080585 7080585 12.80 - 7080585 7080585 12.80 0.00

Total Public Shareholding(B)=(B)(1)+ (B)(2) - 8183105 8183105 14.80 - 8183105 8183105 14.80 0.00

C. Shares held by Custodian for GDRs & ADRs - - - - - - - - -

Grand Total (A+B+C) - 55305852 55305852 100.00 - 55305852 55305852 100.00 0.00

SI.

No.

B SHARE HOLDING OF PROMOTERS

Sl

No.

Shareholding at the


% change in

shareholding



company


total shares

No ofshares


company


total shares

1. Max India Limited(Formerly Taurus Ventures limited) 4,71,22,747 85.20 0.00 4,71,22,747 85.20 0.00 0.00

Shareholder’s Name Shareholding at the

end of the year


Sl

No.


of the Year



1. Max India Limited

At the beginning of the year 4,71,22,747 85.20 4,71,22,747 85.20


At the end of the year 4,71,22,747 85.20


during the year

Particulars

A N N E X U R E - 2


(Other than Directors, Promoters and Holders of GDRs and ADRs):

Sl

No.


of the Year




1. Unit Trust of India

At the beginning of the year 645778 1.17


At the end of the year 645778 1.17

2. Medicare Investments Limited




3. General Insurance Corporation of India




4. National Insurance Co. Ltd.




5. SBI Capital Markets Limited




6. Canara Bank




7. United India Insurance Co. Ltd.




8. Sukhbir Singh Dhupia




9. Bharati K. Jhaveri




10.Mihir K. Jhaveri





during the year


Sl

No.


of the Year

Shareholding of each Directors and

each Key Managerial Personnel




during the year

1. Mr. K.S. Ramsinghaney - Director




A N N E X U R E - 2

A N N U A L R E P O R T 2 0 1 5 - 1 6

V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment: Nil


A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

The Company has not paid any Remuneration to its Managing Director/Directors or Manager.

B. Remuneration to other Directors:

The Company has paid sitting fees to the Independent Directors as detailed below:

Mrs. Kiran Sharma : Rs. 60,000/-

Mrs. Sanjay Khandelwal: Rs.60,000/-

The Company has not paid any Remuneration/Sitting fees during the financial year 2015-16 to other Directors.

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

During the year under review, the Company paid Rs.1,60,040/- to Mr. Pradeep Gupta, Company Secretary of the Company.

VII.PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Penalties/punishment/compounding of offences that have been imposed on the Company, its Directors and any other officers during the financial year ended March 31, 2016. : Nil

A N N U A L R E P O R T 2 0 1 5 - 1 6

To the Members of Pharmax Corporation Limited


We have audited the accompanying financial statements of Pharmax Corporation Limited (the ‘Company’) which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and the Cash Flow Statement for the period ended 31st March’2016, and a summary of significant accounting policies and other explanatory information.









Opinion


true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, its profit and its cash flows for the period ended 31st March’2016











i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements as referred to in Note 24 of the financial statements.






A N N U A L R E P O R T 2 0 1 5 - 1 6

ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF Pharmax Corporation Limited


To the Members of Pharmax Corporation Limited, New Delhi

We have audited the internal financial controls over financial reporting of Pharmax Corporation Limited (“the Company”) as of March 31, 2016 in conjunction with our audit of financial statements of the Company for the year ended on that date.








A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and

dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.



Opinion





A N N U A L R E P O R T 2 0 1 5 - 1 6






(a) The Company is maintaining proper records showing fullparticulars including quantitative details and situation of its fixed assets.

(b) The Fixed assets have been physically verified by us during the year and no material discrepancies were identified on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

(c) The title deeds of immovable properties are held in the name of the company.


The Company business does not involve inventories and accordingly the provisions of Clause (ii) of paragraph 3 of the Order are not applicable to the Company.



According to the information and explanations given to us, the Company has made investment in the Joint Venture & Enterprise having significantly influenced by the key management personnel which are in accordance with the provisions of section 186 of the Companies Act, 2013.






a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has generally been regular in depositing its undisputed statutory dues including Provident Fund, Employees State insurance, income-tax, Sales-Tax, Wealth Tax, Service tax, duty of Custom, duty of Excise, value added tax, cess and Entertainment Tax etc. There is no undisputed

dues payable, outstanding as on 31st March, 2016 for a period of more than six months from the date they became payable.


viii. Company has not taken any loans from financial institutions, Banks, Government or through debentures during the audit period.

ix. As explained, The Company has not raised money by way of initial public offer or further public offer (including debt instruments). Further, term loans were applied for the purpose for which those raised during the year under audit.


xi. According to the information and explanations given to us, No managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.


xiii. According to the information and explanations given to us, all transaction with related parties are in compliance with provisions of Section 177 & Section 188 of Companies Act, 2013 and details have been disclosed in the Financial Statements as required by the Accounting Standards.

xiv. According to the information and explanations given to us, No preferential allotment or private placement of shares or fully or partly convertible debentures has been noticed or reported during the Year. Hence the requirement of Section 42 of Companies Act, 2013 is not applicable.

xv. According to the information and explanations given to us, No non cash transactions with Directors or persons connected with him have been noticed or reported during the year as per the provisions of Section 192 of Companies Act, 2013.





A N N U A L R E P O R T 2 0 1 5 - 1 6


AS AT M A RC H 31, 2 0 1 6

As atMarch 31, 2016

As atMarch 31, 2015

Notes


Shareholders' funds

Share capital 2 205,576,787 205,576,787

Reserves and surplus 3 76,419,688 59,543,592

281,996,475 265,120,379


Long-term borrowings 4 22,500,000 -

Current liabilities

Trade payables 5 11,824,767 10,673,939

Short-term provisions 6 95,529 -

Other current liabilities 7 21,940,309 26,452,954

33,860,605 37,126,893

TOTAL 338,357,080 302,247,272

Assets

Non-current assets

Fixed assets

Tangible assets 8 153,051,300 158,960,587

Capital work-in- progress 362,250 -

Non-current investments 9 86,803,888 64,591,388

Long-term loans and advances 10 4,178,138 4,178,138

244,395,576 227,730,113

Current assets

Current investments 11 80,143,684 68,733,657

Trade receivables 12 1,978,983 861,325

Cash and bank balances 13 6,993,216 2,211,630

Short-term loans and advances 10 4,777,409 1,254,591

Other current assets 14 68,212 1,455,956

93,961,504 74,517,159

TOTAL 338,357,080 302,247,272




For Nangia & Co. For and on behalf of the Board of Directors ofChartered Accountants Pharmax Corporation LimitedFRN : 002391C

Vikas Gupta Pardeep K Gupta Jatin Khanna P. DwarakanathFCA, Partner (Company Secretary) (Director) (Director)Membership Number : 076879 M. No: ACS-20997 DIN No. 07089135 DIN No. 00231713

Flat No 202,Tower C-199, Vivek Vihar LCG - 104 ANew Delhi A-10, Klassic, Phase-I The LaburnumDate: 20/05/2016 JGW Town, Sector Delhi - 110095 Sushant Lok, Sector 28

134, Noida 201301 Gurgaon ( Haryana)

(All amounts are in Indian Rupees)



A N N U A L R E P O R T 2 0 1 5 - 1 6



Notes

Income

Revenue from operations 15 59,746,045 63,774,835

Other Income 16 2,660,308 314,684

Total revenue (I) 62,406,353 64,089,519

Expenses

Other expenses 17 23,295,789 16,654,935

Depreciation and amortisation 18 6,774,007 6,769,470

Finance cost 19 879,939 277


Profit before tax 31,456,618 40,664,837

Tax expense

- Current tax 13,424,366 14,191,000

- Related to earlier years 1,156,156 -

Total tax expense 14,580,522 14,191,000

Profit after tax 16,876,096 26,473,837


Basic [Nominal value of shares Re.1 (March 31, 2015: Re.1)] 0.31 0.48

Diluted [Nominal value of shares Re.1 (March 31, 2015: Re.1)] 0.30 0.47









A N N U A L R E P O R T 2 0 1 5 - 1 6






Net Profit before tax 31,456,618 40,664,837


Depreciation / amortisation 6,774,007 6,769,470

Interest expense 878,435 -


Dividend income (338,350) -

Net (profit) / loss on sale of fixed assets (99,070) -

Net (profit) / loss on sale of current investments (1,910,027) -

Debit Balance Written off 232,316 -

Liability/ provisions no longer required written back (8,022) -

TDS on Service and Other Income (5,904,640) (7,514,050)

Operating Profit Before Working Capital Changes 30,776,433 39,616,256


Increase/ (decrease) in trade payables 1,150,828 (61,927)

Increase/ (decrease) in other current liabilities (4,504,623) (912,878)

Increase/ (decrease) in short term provisions (7,844) -

Decrease / (increase) in trade receivables (1,349,974) 4,506,628

Decrease / (increase) in short-term loans and advances (4,678,973) 28,730,236

Decrease / (increase) in other current assets 1,387,744 -

Cash generated from/(used in) operations 22,773,591 71,878,315

Direct taxes paid (net of refunds) (7,416,353) (5,501,423)

Net cash flow from /(used in) operating activities (A) 15,357,238 66,376,892


Purchase of fixed assets, including intangible assets, (1,352,901) -

Proceeds from sale of fixed assets 225,000 -

Proceeds from sale of Investments 19,000,000 -

Purchase of Investments (50,712,500) (80,392,500)


Dividend Received 338,350 -

Net cash flow from /(used in) investing activities (B) (32,197,217) (80,088,499)


Proceeds from long -term borrowings 22,500,000 -

Interest paid (878,435) -

Net cash flow from /(used in) financing activities (C) 21,621,565 -

Net Increase/(decrease) in cash and cash equivalents (A + B + C) 4,781,586 (13,711,607)

Cash and cash equivalents at the beginning of the year 2,211,630 15,923,237


Notes

1) The Cash Flow Statement has been prepared under the "Indirect Method" as set out in the Accounting Standard-3 on Cash Flow Statements.

2) Cash and Cash Equivalents at the end of the year consist of Cash, Cheques in Hand and Balances with Banks.


A N N U A L R E P O R T 2 0 1 5 - 1 6



As atMarch 31, 2016

As atMarch 31, 2015


Cash on hand 61,041 18,231

Cheques/drafts on hand 1,941,563 -

With banks -











A N N U A L R E P O R T 2 0 1 5 - 1 6

Background

Pharmax Corporation Limited is a company registered under the companies act, 1956 and deals in leasing of estates.


a Basis of preparation


India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule

7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013 ("the 2013 Act") / Companies Act,

1956 ("the 1956 Act"), as applicable. The financial statements have been prepared on accrual basis under the historical cost

convention.

b Use of estimates


assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities

at the end of the reporting period. Although these estimates are based on the management's best knowledge of current events and

actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the

carrying amounts of assets or liabilities in future periods.

c Tangible fixed assets

Fixed Assets are stated at their original cost including freight, duties (net of CENVAT), taxes and other incidental expenses relating to

acquisition and installation.

Expenses of revenue nature, which can be regarded as incidental and related to project set-up are transferred to “Pre-operative

Expenses Pending Capitalization”. These expenses are allocated to fixed assets/deferred revenue in the year of commencement of

the related project.

Assets, which are revalued, are stated at the revalued amounts. The resultant increase in carrying amounts is credited to the

revaluation reserve. Depreciation relating to the revalued amounts is adjusted against the revaluation reserve.

Assets acquired under the business transfer agreement are stated at amounts based on a valuation report.

d Depreciation on tangible fixed assets

Depreciation on fixed assets except leasehold improvement is charged on the Straight Line Method on a pro-rata basis at the rate and

manner prescribed under Schedule II to the Companies Act, 2013. Depreciation has been charged after considering scrap value

prescribed under Schedule II to the Companies Act, 2013. The Company provides pro-rata depreciation from / to the date the asset is

acquired / put to use / or disposed off.

The cost of leasehold land is amortiseed over the period of the lease.

Intangible assets are amortised on a straight line basis over the best estimated useful economic life. The company presumes that the

useful life of an intangible asset will not exceed five years.

e Leases

Assets given under operating lease are shown in the balance sheet under fixed assets and are depreciated on a basis consistent with

the depreciation policy of the company. Lease income is recognized in the profit and loss account on accrual basis.

Assets acquired on finance lease are recognized in the financial statements at the lower of the fair value and present value of

minimum lease payments at the inception of the lease term and disclosed as leased asset. The depreciation policy for such assets is

consistent with that for depreciable assets that are owned by the Group.

Operating lease expense is recognized in the profit and loss account on a straight-line basis over the lease term.

f Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial

period of time to get ready for its intended use are capitalized as part of the cost of the respective asset. All other borrowing costs are

expensed in the period they occur. Borrowing cost consists of interest and other costs that an entity incurs in connection with the

borrowing of funds.

g Investments

Investments are classified into current investments and long-term investments. The cost of investments include acquisition charges

such as brokerage, fees and duties. Current investments are carried at lower of cost or fair value.

Non Current investments are valued at cost. Provision for diminution is made to recognise a decline, other than temporary, in the

carrying value of each investment.

h Revenue Recognition

Lease Rentals: In respect of lease rentals on non cancellable operating leases, revenue is recognized on the straight line basis and In

respect of lease rental on cancellable operating lease, revenue is recognised on time proportionate basis as per related agreements.

Contingent lease rent is recognized based on the occurrence of the contingency.

Interest income is recognised on time proportionate bases, taking into the account the amount outstanding and the rates applicable.

N o t e s f o r m i n g i n t e g r a l pa rt o f t h e f i n a n c i a l s tat e m e n t(All amounts are in Indian Rupees)

A N N U A L R E P O R T 2 0 1 5 - 1 6

I Taxation

Direct Taxes

Tax expense comprises of current and deferred tax. Current income tax is measured at the amount expected to be paid to

the tax authorities in accordance with the Indian Income Tax Act, 1961. Deferred income taxes reflects the impact of current year

timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years.

Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against

current tax liabilities and the deferred tax assets and deferred tax liabilities relate to the taxes on income levied by same governing

taxation laws. Deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient future taxable

income will be available against which such deferred tax assets can be realised. In situation where the Company has unabsorbed

depreciation or carry forward tax losses, deferred tax assets are recognised only if there is virtual certainty supported by convincing

evidence that such deferred tax assets can be realised against future taxable profits.

At each balance sheet date the Company re-assesses unrecognised deferred tax assets. It recognises unrecognised deferred tax

assets to the extent that it has become reasonably certain or virtually certain, as the case may be that sufficient future taxable income

will be available against which such deferred tax assets can be realised.

The carrying amount of deferred tax assets are reviewed at each balance sheet date. The Company writes down the carrying amount

of a deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future

taxable income will be available against which deferred tax asset can be realized. Any such write down is reversed to the extent that it


Indirect Taxes

The company claims credit of service tax for input services, which is set off against tax on output services. Unutilized credit is carried

forward for future set off in subsequent periods. Relevant provision is created, if required, based on estimated realization of the

unutilized credit.

j Earnings Per Share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (after

deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the

period. Partly paid equity shares are treated as a fraction of an equity share to the extent that they are entitled to participate in

dividends relative to a fully paid equity share during the reporting period.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and

the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity

shares

k Provisions

A provision is recognized when the company has a present obligation as a result of past event. it is probable that an outflow of

resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of

the obligation. Provisions are not discounted to their present value and are determined based on the best estimate required to settle

the obligation at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best

estimates.

l Contingent liability


occurrence of one or more uncertain future events beyond the control of the company or a present obligation that is not recognized


extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The company does


m Cash & Cash equivalents



n Accounting for Leases

The Assets given under operating lease are shown in the Balance Sheet under Fixed Assets and depreciated on a basis consistent

with the depreciation policy of the Company. The lease income is recognised in the Profit and Loss Account on accrual basis. The initial

direct cost incurred for finalising the lease arrangement is recognised as expense immediately in the profit and loss account.


N o t e s f o r m i n g i n t e g r a l pa rt o f t h e f i n a n c i a l s tat e m e n t

A N N U A L R E P O R T 2 0 1 5 - 1 6

Equity Shares



10% Cumulative Convertible Preference Shares

At the beginning of the year 6,341 270,935 6,341 270,935

Outstanding at the end of the year 6,341 270,935 6,341 270,935



Number of shares

Number of shares

Number of shares

Number of shares

(Rupees)

(Rupees)

(Rupees)

(Rupees)



2 Share Capital


Authorised Share Capital

60,000,000 (March 31, 2015:: 60,000,000) equity shares of Re. 1/- each 60,000,000 60,000,000

10% 470,000 (March 31, 2015: 470,000) Cumulative Convertible Preference Shares of Rs. 100/- each 47,000,000 47,000,000

9% 1,500,000 (March 31, 2015: 1,500,000) Cumulative Redeemable Preference share of Rs. 100/- each 150,000,000 150,000,000

257,000,000 257,000,000

Issued, Subscribed & Fully Paid up Share Capital

55,305,852 (March 31, 2015:: 55,305,852) equity shares of Re. 1/- each fully paid up 55,305,852 55,305,852

1,500,000 (March 31, 2015: 1,500,000),9% Cumulative Redeemable Preference share of Rs. 100/ each 150,000,000 150,000,000

205,305,852 205,305,852

Issued, Subscribed but not fully paid up Share Capital

6,341 (March 31, 2015: 6,341), 10% Cumulative Redeemable Preference share of Rs. 100/ each* 270,935 270,935

(Net of Call Money Receivable - refer Note: 25] 270,935 270,935

Total 205,576,787 205,576,787

* Based on offer letters read with the allotment advice come allotment money dated March 17, 1997, CCP's is allotted on March 17, 1997 of

CCP's allotted by the Company 6341 CCP's were partly paid due to non receipt or partial receipt of allotment Money.

As atMarch 31, 2016

As atMarch 31, 2015

9% Cumulative Convertible Preference Shares




Number of shares Number of shares(Rupees) (Rupees)


2.2 Shares held by holding company


Max India Limited

47,122,247 (March 31, 2015: 47,122,247) equity shares of Re. 1/-each fully paid up 47,122,247 47,122,247

47,122,247 47,122,247

As atMarch 31, 2016

As atMarch 31, 2015


A N N U A L R E P O R T 2 0 1 5 - 1 6




Balance as per last financial statements 59,543,592 45,920,003

Profit for the year 16,876,096 26,473,837

Less Appropriations

Depreciation on transition - (12,850,248)

Net Surplus/ (deficit) in the statement of profit and loss 76,419,688 59,543,592

Total reserves & surplus 76,419,688 59,543,592

Loan taken from related party* 22,500,000 -

Total 22,500,000 -

* Loan has been taken from Max India Limited (Holding Company) at interest rate 12% p.a. which is repayable in 3 equal installment commencing from November 2018.

As atMarch 31, 2016

As atMarch 31, 2016

As atMarch 31, 2015

As atMarch 31, 2015

2.3 Details of shareholder holding more than 5% shares as at March 31, 2016 and March 31, 2015 is set out below

Max India Limited -Preference Shares 1,500,000 100.00 1,500,000 100.00

Max India Limited -Equity shares 47,122,247 85.00 47,122,247 85.00


Number of sharesName of the Shareholder

Number of shares% held % held


5 Trade Payables

6 Short Term Provision


Dues to other than micro and small enterprises 11,824,767 10,673,939

Total 11,824,767 10,673,939

Provision for Tax (Net of Advance Tax) 95,529

Total 95,529 -

Statutory Dues 1,233,549 1,019,810

Security Deposit Received 20,706,760 25,392,200

Others - 40,944

Total 21,940,309 26,452,954

As atMarch 31, 2016

As atMarch 31, 2016

As atMarch 31, 2016

As atMarch 31, 2015

As atMarch 31, 2015

As atMarch 31, 2015


A N N U A L R E P O R T 2 0 1 5 - 1 6

8. Tangible Assets

Cost

At April 1 2014 84,296 182,365 180,772,372 71,137,826 4,918,081 610,615 257,705,555

Additions - - - - - - -Deletions/ Adjustments - - - - - - -

At 31 March 2015 84,296 182,365 180,772,372 71,137,826 4,918,081 610,615 257,705,555

Additions - - - 9,050 981,601 - 990,651

Deletions/ Adjustments - - - 1,853,603 - - 1,853,603

At 31 March 2016 84,296 182,365 180,772,372 69,293,273 5,899,682 610,615 256,842,603

Depreciation

At April 1 2014 - - 32,135,699 43,996,991 2,437,286 555,274 79,125,250

Charge for the year - - 2,840,155 3,061,539 867,776 - 6,769,470

Deletions/ Adjustments - - - - - - -

Transfer to assets held for sale (discontinuing operation) - - - 12,808,648 15,077 26,523 12,850,248

At 31 March 2015 - - 34,975,854 59,867,178 3,320,139 581,797 98,744,968

Charge for the year - - 2,840,155 3,061,733 872,119 - 6,774,007

Deletions/ Adjustments - - 1,727,672 1,727,672

At 31 March 2016 - - 37,816,009 61,201,239 4,192,258 581,797 103,791,303

Net Block

At 31 March 2015 84,296 182,365 145,796,518 11,270,648 1,597,942 28,818 158,960,587

At 31 March 2016 84,296 182,365 142,956,363 8,092,034 1,707,424 28,818 153,051,300

Land(Freehold)

BuildingLand(Leashold)

Plant &Equipment

Furniture& Fixtures

OfficeEquipment

Total

For details of assets given under operating lease please refer Note 24 of notes to accounts.

Land under perpetual lease Rs. 182,365 (March 31, 2015 Rs. 182,365)

Pursuant to "AS28- Impairment of Asset" issued by the central Government under the Companies (Accounting Standard) Rule 2006 for determining impairment in carrying amount of fixed asset, the companies has concluded that since recoverable amount of fixed asset is not less than its carrying amount, therefor , no provision for impairment is required in respect of fixed assets owned by the company.

Building given on operating lease is as under:

Gross Block 36,154,474 36,154,474

Deprecation charge for the year 568,031 568,031

Accumulated depreciation 7,563,202 6,995,171

Net Block Value 28,591,272 29,159,303

Plant and Machinery given on operating lease is as under:

Gross Block 13,858,655 14,227,565

Deprecation charge for the year 612,347 612,308

Accumulated depreciation 12,240,248 11,973,436

Net Block Value 1,618,407 2,254,129

As atMarch 31, 2016

As atMarch 31, 2015

Investment in Joint VenturesIn Equity Share (At Cost) - UnquotedForum I Aviation Limited - 67,28,918 (March 31, 2015: 45,50,001Equity shares of Rs.10/- each fully paid up 67,787,510 45,575,010 Forum I Aviation Limited - 7,58,333 (March 31, 2015: 7,58,333)Equity shares of Rs.2.794/- each fully paid up 2,118,878 2,118,878

Investment in Fellow SubsidiaryMax Specilality Films Limited Nil (March 31, 2015:3,38,350) Equity Share of Rs 10/- each fully paid up - 16,897,500

Investment in Enterprises owned or significantly influenced by key management personnel Max Specilality Films Limited 3,38,350 (March 31, 2015: Nil) Equity Share of Rs 10/- each fully paid up 16,897,500 -

86,803,888 64,591,388

As atMarch 31, 2016

As atMarch 31, 2015

9. Non-current investments



12 Trade Investments

Unit in Mutual funds (unquoted)

6,242.480 (March 31, 2015: 13,287.244) Units of Tata Liquid Fund Direct Plan - Growth 15,143,684 32,233,657

24,425.050 (March 31, 2015: 12,202.980) Units of Tata Money Market Fund Direct Plan - Growth 55,000,000 26,500,000

47,884.556 (March 31, 2015: 47,884.556) Units of Birla Sun Life Cash Plus - Direct Plan 10,000,000 10,000,000

80,143,684 68,733,657

Other receivables

Unsecured, considered good* 1,978,983 861,325

Doubtful - -

Total 1,978,983 861,325

Included in Sundry Debtors are:

*Due from related parties 1,565,231 861,325

As atMarch 31, 2016

As atMarch 31, 2016

As atMarch 31, 2015

As atMarch 31, 2015

A N N U A L R E P O R T 2 0 1 5 - 1 6

Security Deposits

Unsecured, considered good 4,178,138 4,178,138

Doubtful - - - -

A 4,178,138 4,178,138 - -

Loans and advances to related parties

Unsecured, considered good 54,486

Doubtful - - - -

B - - 54,486 -


Unsecured, considered good - - 3,198,235 21,750

Doubtful - - - -

C - - 3,198,235 21,750

Other loans & advances

Balances with statutory/government authorities - - 1,504,929 -

Prepaid Expenses - - 19,759 28,255

Advance income tax (net of provisions) - - 1,204,586 D - - 1,524,688 1,232,841

Total (A+B+C+D) 4,178,138 4,178,138 4,777,409 1,254,591

Non - Current

As atMarch 31, 2016

As atMarch 31, 2016

As atMarch 31, 2015

As atMarch 31, 2015

Current

10. Loans & Advances


A N N U A L R E P O R T 2 0 1 5 - 1 6

13 Cash & Bank Balances


Cash and Cash Equivalents

Balances with banks

on Current Accounts 4,990,612 2,193,399

Cheques/drafts on hand 1,941,563 -

Cash on hand 61,041 18,231

6,993,216 2,211,630

Others

Interest accrued on fixed deposits 68,212 -

Unbilled Revenue - 1,455,956

68,212 1,455,956

As atMarch 31, 2016

As atMarch 31, 2016

As atMarch 31, 2015

As atMarch 31, 2015


16 Other Income

Sale of services

Lease rentals * 59,746,045 63,774,835

Revenue from operations(net) 59,746,045 63,774,835

*For detail of assets given under operating lease please refer Note 23 of notes to accounts.

Interest Income on

Others 304,834 304,001

Profit on sale of Current Investments 1,910,027 -

Dividend Income 338,350 -

Excess provision written back 8,022 -

Other non -operating income 5 10,683

Profit on sale of Fixed Assets 99,070 -

2,660,308 314,684






A N N U A L R E P O R T 2 0 1 5 - 1 6

17 Other Expenses

18 Department and amortization expense

19 Finance Cost

20 Earnings per share (EPS)

Insurance 77,456 98,127

Rates and Taxes 2,167,074 3,309,864

Repairs and Maintenance:

Others 7,044,458 904,444

Printing and Stationery 321,855 144,495


Legal and Professional * 12,032,047 11,617,602

Directors Sitting Fee 120,000 -

Debit Balances Written Off 232,316 -

Miscellaneous 529,463 449,818

23,295,789 16,654,935

Depreciation of tangible assets 6,774,007 6,769,470

6,774,007 6,769,470

Interest 878,435 -

Bank Charges 1,504 277

879,939 277

Basic

Profit/(loss) after tax 16,876,096 26,473,837

Weighted average number of equity shares (Nos.) 55,305,852 55,305,852

Earning Per Share 0.31 0.48

Diluted

Denominator used for computing basic Earning Per Share (Nos.) 55,305,852 55,305,852

Add Dilutive impact of Convertible preference shares (Nos.) 634,100 634,100

Weighted average number of equity shares in calculating diluted EPS (Nos.) 55,939,952 55,939,952

Earning Per Share 0.30 0.47









*Payment to the auditor

As auditor:

Audit fee 57,250 44,944

57,250 44,944




A N N U A L R E P O R T 2 0 1 5 - 1 6

21. Segment Reporting

The Company is operating in single line of business and all the other activities revolve around the main business and entire business is conducted within India, hence in accordance with AS-17- “Segment Reporting” there are no separate reportable segments either on the basis of business segmentation or geographical segmentation.

22. Related parties : As per accounting standard 18 on “Related Party Disclosure” as notified under companies (Accounting Standard) Rule

2006, the disclosure of transactions with the related party is as under:-


Holding Company Max India Limited

Fellow Subsidiary Companies 1. Max Bupa Health Insurance Company Limited

2. Max UK Limited

3. Antara Senior Living Limited

4 Antara Purukul Senior Living Limited


6. Max Ateev Limited

7. Max Skill First Limited

8. Max One Distribution and Services Limited


Key Management Personnel Mr. Pardeep K Gupta

Enterprises owned or significantly influenced by key 1. New Delhi House Services Limited

management personnel or their relatives 2. Malsi Estates Limited

3. Max Ventures Private Limited

4. Piveta Estates Private Limited

5. Vana Retreats Private Limited

6. Max Financial Services Limited

7. Max Speciality Films Limited

8. Siva Realty Ventures Private Limited

Joint Ventures 1. Forum I Aviation Ltd

2. Max Healthcare Institute Ltd

3. Max Medical Services Ltd


2015-16

Holding Company Fellow Subsidiaries Key management

personnel

Enterprises ownedor significantly infl-

uenced by key mana-gement personnel or

their relatives

Joint

Ventures

Total

2014-15 2014-15 2014-15 2014-15 2014-15 2014-152015-16 2015-16 2015-16 2015-16 2015-16

Transactions

Service Income & Reimbursement of Expenses received (Lease Rental) 12,508,210 13,206,720 9,515,180 27,895,742 - - 4,891,380 10,076,520 23,542,085 4,518,619 50,456,855 55,697,601

Dividend Income - - - - - - 338,350 - - - 338,350 -

Services given and reimbursement of 9,900,000 8,175,140 - 15,871,964 - - - 6,040,570 - - 9,900,000 30,087,674

other expenses paid

Interest Income 304,834 304,001 304,834 304,001

Services received - - - - 160,040 145,493 - - - - 160,040 145,493

Overhead Expenses Paid 9,900,000 9,900,000 - - - - - - - - 9,900,000 9,900,000

Interest Expense 878,434 - - - - - - - - - 878,434 -

Investment - Equity Share - - - 16,897,500 - - - - - - - 16,897,500

Loans & Advances taken 22,500,000 - - - - - - - - - 22,500,000 - (Long term Borrowing)

Balance Outstanding at the end of year:

Amount Payable 22,425,000 22,213,140 1,914,560 6,431,700 - - 203,459 6,791,000 6,431,700 - 30,974,719 35,435,840

Amount Receivable - - 38,736 861,325 - - 1,526,495 - 83,962 - 1,649,193 861,325

Other Receivable - - - - - - - 3,800,000 3,800,000 3,800,000 3,800,000

Long term Borrowings payable 22,500,000 - - 3,102,500 - - - - - - 22,500,000 3,102,500

Investment in Equity - - 16,897,500 - - 16,897,500 22,212,500 - 39,110,000 16,897,500

Total 100,611,644 53,495,000 11,468,476 87,958,231 160,040 145,493 23,857,184 16,476,390 56,375,081 15,054,320 192,472,425 173,129,434

A N N U A L R E P O R T 2 0 1 5 - 1 6

Land 266,661 - - 266,661 - - 266,661

Building 180,772,372 - - 180,772,372 2,840,155 37,816,009 142,956,363

Plant & Machinery 71,137,826 9,050 (1,853,603) 69,293,273 3,061,733 61,201,239 8,092,034

Total 252,176,859 9,050 (1,853,603) 250,332,306 5,901,888 99,017,248 151,315,058

Gross value asat April 01,

2015

Additionsduring

the year

Deletionduring the

year

Total value ofassets given

on leasePerticulars

23. Lease

Accouting for leases has been done in accordance with the Accounting Standard -19 issued by the Institute of Chartered accounts of india. Following are the details of the transactions for the year

a) Finance Lease:

The Company does not have any finance lease arrangement.

b) Operating lease:

i) Details of assets given under operating lease are as under:

Depreciationduring

the year

Net value ofassets as at

March 31, 2016

Depreciationreserve upto

March 31, 2016

ii) There are no leases entered into by the company, which are classified as non-cancellable lease.

iii) The company has entered into lease contracts (cancelable) for its assets as mentioned above with various parties including group companies as under:-

Name of Lessee

Max India Ltd. ( Holding Company)

Max Financial Services Ltd.

Max Neeman Medical International Ltd.

Max Medical Services Ltd.

Max Healthcare Institute Ltd.

Max Ventures Pvt. Ltd.

Antara Senior Living Ltd.

Antara Purukul Senior Living Ltd.

Piveta Estates Pvt Ltd.

Siva Realty Ventures Pvt. Ltd.

Max Speciality Films Ltd

Malsi Esstates Ltd.

Vana Retreats Pvt. Ltd.

Max One Distribution and Services Ltd.

22.1 Related Parties Disclosures:-


24 Contingent Liabilities not provided for

25 The company has issued 10% Cumulative Preference Shares(CCP's) of Rs 100 each in terms of offer letter read with allotment advice come allotment money notice dated March 17, 1997. of the CCP's allotted by the company 6341 CCP's were partly paid due to not receipt or partial receipt of allotment money. The offer letter permits the board of director of the company to forfeit the shares in terms of Article of Association of the company. Accordingly, the company now proposes to initiate the action for issuance of notice to the Delinquent in CCP's holders to either pay the balance allotment money with in stipulated time period and if the money is not paid, the said CCP's are liable for to be forfeited.

26 Information pursuant to the provisions of Section 22 of Micro, Small and Medium Enterprises Development Act, 2006. During the year company has not paid any interest in terms of the section 18 of the above mentioned act. No principal amount or interest amount are due at the end of this accounting year which is payable to any Micro, Small or Medium enterprises as defined in the Micro, Small and Medium Enterprises Development Act, 2006.

27 The accounts of certain Trade Receivables, Trade Payables, Short/Long Term Loans and Advances, Other Current Assets and Current Liabilities and are subject to confirmation / reconciliation and adjustment, if any. The Management does not expect any material difference affecting the current year’s financial statements.

In the opinion of the management, the current assets, loans and advances are expected to realize at least the amount at which they are stated, if realized in the ordinary course of business and provision for all known liabilities have been adequately made in the books of accounts.

28 The Current Year refers to the period April 01, 2015 to March 31, 2016. (March 31, 2015: refers to April 01, 2014 to March 31, 2015). March 31, 2015: figures have been regrouped, rearranged and reclassified wherever necessary to conform to this year’s classification.

I. (a)Arrears of Dividend on 10% Cumulative Convertible Preference Share 34,350,000 34,290,000 Corporate Dividend Tax 6,990,000 7,019,000

(b)Arrears of Dividend on 9% Cumulative Redeemable Preference Share 216,000,000 202,500,000

Corporate Dividend Tax 43,970,000 41,452,000

ii. Property Tax 15,274,561 15,274,561

Service Tax 8,113,864 8,113,864

The Company has received a demand towards Property Tax for a period during which the Company had sold a part of the property and thus was not liable to pay the property tax, the same being the responsibility of the owner during that period.

The Company is accordingly contesting this demand and has also taken up with the previous owner for clearance of the dues. Accordingly, no provision is being made in the accounts of the Company in respect of the said demand demand.

The Company has received a Demand from the Service Tax authorities raising a demand of Rs. 81,13,864/-on account of service tax for providing Corporate Guarantees on behalf of third parties. Since no consideration has been received by the Company, no service tax is payable. The Company proposes to contest the said demand and is hopeful of getting the same set aside. Accordingly, no provision is being made in the accounts of the Company in respect of the said demand.

As atMarch 31, 2016

As atMarch 31, 2015

A N N U A L R E P O R T 2 0 1 5 - 1 6

Particulars

“As per our separate report of even date”






M A X U K L I M I T E D

A N N U A L R E P O R T 2 0 1 5 - 1 6

TO THE MEMBERS OF MAX UK LIMITED


We have audited the accompanying financial statements of M/s Max UK Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.






We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.



Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles

generally accepted in India, of the state of affairs of the Company as at 31st March, 2016, and its profit and its cash flows for the year ended on that date.


1. In our opinion and to the best of our information and according to the explanations given to us, the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act is not applicable to the company for the year under review.

2. As required by section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i) the Company does not have any pending litigations which would impact its financial position;

ii) the Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses;

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

DINESH K BACHCHASPartner Membership No. 097820For and on Behalf of K K MANKESHWAR & Co.Chartered AccountantsFRN – 106009W


A N N U A L R E P O R T 2 0 1 5 - 1 6


AS AT M A RC H 31, 2 0 1 6

As atMarch 31, 2016

As atMarch 31, 2015

(Rupees)

Notes

EQUITY AND LIABILITIES

Shareholders' Funds

Share Capital 4 21,300,000 21,300,000

Reserves and Surplus 5 (5,712,374) (7,133,226)

15,587,626 14,166,774

Current Liabilities

Trade Payables 6 1,307,360 1,163,961

Other Current Liabilities 7 83,773 118,810

Short Term Provisions 8 229,448 232,720

1,620,581 1,515,491

Total 17,208,207 15,682,265

ASSETS

Non Current Assets

Fixed Assets

Tangible Assets 9 53,154 34,857

53,154 34,857

Current Assets

Cash and Bank Balances 10 3,282,255 9,080,223

Short Term Loans and Advances 11 60,666 93,384

Other Current Assets 12 13,812,132 6,473,801

17,155,053 15,647,408

Total 17,208,207 15,682,265

Significant Accounting Policies & Notes to Financial Statements 1 to 22


Dinesh K. Bachchas For and on behalf of the Board of Directors ofPartner Max UK LimitedMembership No.: 097820For and on behalf of Karin Stanley K.K. Mankeshwar & Co. DirectorCharted AccountantsFRN: 106009W

New DelhiDate: 19th April, 2016



A N N U A L R E P O R T 2 0 1 5 - 1 6



(Rupees)

Notes

Income

Overheads recovered 13,905,591 14,067,581

Other income 13 22,655 14,666

Total revenue (I) 13,928,246 14,082,247

Expenses

Employee benefit expenses 14 5,191,279 5,295,569

Finance cost 15 16,280 16,536

Depreciation and amortisation 9 14,809 3,248

Other expenses 16 7,419,237 7,473,364


Profit before tax 1,286,641 1,293,530

Current tax 236,654 247,741

Profit after tax 1,049,987 1,045,789

Basic and diluted Earnings per equity share

Profit after tax 1,049,987 1,045,789

Weighted average number of ordinary shares 299,742 299,742

Earning per ordinary share of GBP 1/- each 3.50 3.49

Number of shares used in computing earnings per share

Outstanding at the beginning of the year 299,742 299,742

Outstanding at the end of the year 299,742 299,742





A N N U A L R E P O R T 2 0 1 5 - 1 6





(Rupees)


Net Profit before tax 1,286,641 1,293,530


Depreciation / amortisation 14,809 3,248


Operating Profit Before Working Capital Changes 1,278,795 1,282,112


Increase/ (decrease) in trade payables 143,399 285,660

Increase/ (decrease) in other current liabilities (35,037) (10,559)

Decrease/ (increase) in short-term loans and advances 32,717 4,976,419

Decrease/ (increase) in other current assets (7,338,330) 2,197,932

Cash generated from/(used in) operations (5,918,456) 8,731,564

Direct taxes paid (net of refunds) (247,741) (220,651)

Net cash flow from /(used in) operating activities (A) (6,166,197) 8,510,913


Purchase of fixed assets (32,659) (39,371)


Net cash flow from /(used in) investing activities (B) (10,004) (24,705)

Net Increase/(decrease) in cash and cash equivalents (A + B) (6,176,201) 8,486,208

Impact of Foreign Exchange Fluctuations 378,233 (1,046,120)

Cash and cash equivalents at the beginning of the year 9,080,223 1,640,135



Cash on hand 761 1,202

With banks -




As atMarch 31, 2016

As atMarch 31, 2015






A N N U A L R E P O R T 2 0 1 5 - 1 6

1 Corporate Information

Max UK Limited (“Max UK”) is incorporated and operates under the applicable laws of England and Wales. The company is engaged in the business of providing business and administrative support services to officials of various group companies of Max India Limited, the parent company at United Kingdom.

2 Basis of preparation

These financial statements are prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis. GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 ('Act') read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified). Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

Basis of Translation into Indian Rupees

These financial statements have been prepared for the purpose of compliance with the provisions of Section 129 of the Indian Companies Act, 2013 and have been translated to Indian Rupees (Rs.) in accordance with Accounting Standard-11 issued by ICAI on The Effects of Changes in Foreign Exchange Rates’. The functional currency of the Company is Pound Sterling (GBP).

The translation of foreign currency into Rs. has been carried out:

a) For assets and liabilities (both monetary and non-monetary items) using the rate of exchange prevailing on the balance sheet date (1GBP = Rs. 95.0882 as at March 31, 2016 and 1GBP = Rs. 92.4591 as at March 31, 2015).

b) For revenues and expenses using average exchange rates prevailing during the reporting period (1GBP = Rs. 98.0745 for the year April 1, 2015 to March 31, 2016 and 1GBP = Rs. 98.4270 for the year April 1, 2014 to March 31, 2015).

c) Resulting exchange differences are taken into foreign currency translation reserve as required under Accounting Standard-11.

3 Significant Accounting Policies


The preparation of financial statements in conformity with Indian GAAP requires the management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities, at the end of the reporting period. Although these estimates are based on the management's best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.


Fixed Assets are stated at their original cost.


Depreciation is charged on straight-line method on a pro-rata basis at rates estimated by the management based on the economic useful life of the assets.


Revenue represents amounts invoiced during the year, exclusive of value added tax.

3.5 Expenditure

Expenses are accounted for on the accrual basis and provisions are made for all known losses and liabilities.

3.6 Foreign exchange transactions

Initial recognition

Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction.

Conversion

Foreign currency monetary items are reported using the closing rate. Non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction; and non-monetary items which are carried at fair value or other similar valuation denominated in a foreign currency are reported using the exchange rates that existed when the values were determined.


Exchange differences arising on the settlement of monetary items, or on reporting such monetary items at rates different from those at which they were initially recorded during the year, or reported in previous financial statements, are recognized as income or as expenses in the year in which they arise.

3.7 Taxation

Provision for tax consists of current tax and deferred tax. Current tax provision is computed for current income based on the tax liability after considering allowances and exemptions. Deferred tax assets and liabilities are computed on the timing differences at the balance sheet date between the carrying amount of assets and liabilities and their respective tax basis.

3.8 Cash Flow Statements

Cash flows are reported using the Indirect Method, whereby profit/ (loss) before tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

3.9 Cash & Cash equivalents

Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand and short term investments with an original maturity of three months or less.



A N N U A L R E P O R T 2 0 1 5 - 1 6

Equity Shares

At the beginning of the year 299,742 21,300,000 299,742 21,300,000

Outstanding at the end of the year 299,742 21,300,000 299,742 21,300,000


Number of shares Number of shares(Rupees) (Rupees)


4 Share Capital


(Rupees)


1,000,000 (Previous year: 1,000,000) ordinary shares of GBP 1/- each 71,061,111 71,061,111

71,061,111 71,061,111

Issued, subscribed & fully paid-up shares (Nos.)

299,742 (Previous year: 299,742) ordinary shares of GBP 1/- each 21,300,000 21,300,000

21,300,000 21,300,000

As atMarch 31, 2016

As atMarch 31, 2015


The company has only one class of equity shares having a par value of GBP 1/- each per share. Each holder of equity shares is entitled to one vote per share.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, in proportion to the number of equity shares held by the shareholders.

4.3 Shares held by holding Company

Out of shares issued by the company, shares held by its holding company are as below:

(Rupees)

Max India Limited, the holding company 299,742 299,742

299,742 299,742

As atMarch 31, 2016

No. of Shares

As atMarch 31, 2015

No. of Shares

4.4 Details of shareholders holding more than 5% shares in the company

Max India Limited, the holding company 299,742 100 299,742 100


Number of sharesName of the Shareholder Number of shares% held % held


(Rupees)


(Rupees)

Foreign Currency Translation Reserve

Balance as per last financial statements 3,899,248 4,925,272

Add: Addition during the year 370,865 (1,026,024)

4,270,113 3,899,248



Profit for the year 1,049,987 1,045,789

Net Surplus/ (deficit) in the statement of profit and loss (9,982,487) (11,032,474)

Total (5,712,374) (7,133,226)

As atMarch 31, 2016

As atMarch 31, 2015

6 Trade Payables



(Rupees)

(Rupees)

(Rupees)

Micro, Small and Medium Enterprises - -

Others 1,307,360 1,163,961

1,307,360 1,163,961

Others includes amount of Nil (Previous year Nil) payable to a director of the Company.

Other Payables

Satutory Dues 83,773 118,810

83,773 118,810

Provision for income tax 229,448 232,720

229,448 232,720

As atMarch 31, 2016

As atMarch 31, 2016

As atMarch 31, 2016

As atMarch 31, 2015

As atMarch 31, 2015

As atMarch 31, 2015

(Rupees)Furniture & Fixtures Equipment Total

Cost

At 01st April 2014 623,037 209,233 832,270

Additions - 39,371 39,371

Deletions/ Adjustments - (159,845) (159,845)

Exchange Difference (42,394) (6,933) (49,327)

At 31 March 2015 580,643 81,826 662,469

Additions - 32,659 32,659

Deletions/ Adjustments - - -

Exchange Difference 16,511 1,332 17,843

At 31 March 2016 597,154 115,817 712,971

Depreciation

At 01st April 2014 623,037 208,241 831,278

Charge for the year - 3,248 3,248

Deletions/ Adjustments - (159,845) (159,845)

Exchange Difference (42,394) (4,675) (47,069)

At 31 March 2015 580,643 46,969 627,612

Charge for the year - 14,809 14,809

Deletions/ Adjustments - - -

Exchange Difference 16,511 885 17,396

At 31 March 2016 597,154 62,663 659,817

Net Block

At 31 March 2015 - 34,857 34,857

At 31 March 2016 - 53,154 53,154

9 Tangible A ssets



A N N U A L R E P O R T 2 0 1 5 - 1 6



A N N U A L R E P O R T 2 0 1 5 - 1 6

10 Cash & Bank Balances

11 Short Term Loans and Advances


13 Other Income

14 Employee Benefit Expenses

15 Finance Cost

(Rupees)

(Rupees)

(Rupees)

(Rupees)

(Rupees)

(Rupees)

Balances with banks

- on Current Accounts 3,281,494 9,079,021

Cash on hand 761 1,202

3,282,255 9,080,223

Others

Unsecured, considered good 60,666 93,384

60,666 93,384

Unbilled Revenue & Prepayments 13,812,132 6,473,801

13,812,132 6,473,801

Interest on Fixed Deposit with Bank 22,655 14,666

22,655 14,666

Salaries and wages 5,191,279 5,295,569

5,191,279 5,295,569

Salaries and wages include an amount of Rs. 4,413,353 (Previous year Rs. 4,921,350) paid to a director of the Company.

Bank Charges 16,280 16,536

16,280 16,536

As atMarch 31, 2016

As atMarch 31, 2016

As atMarch 31, 2016




As atMarch 31, 2015

As atMarch 31, 2015

As atMarch 31, 2015






A N N U A L R E P O R T 2 0 1 5 - 1 6

16. Other Expenses

17 Leases

17.1 Finance lease: company as lessee

The company does not have finance lease agreement.

17.2 Operating lease: Company as lessee

i) Lease rentals recognised in the statement of profit and loss for the year is Rs. 846,677 (Previous year Rs. 909,465).

ii) The Company has entered into operating leases that are renewable on a periodic basis and cancellable at Company’s option. The Company has not entered into sublease agreements in respect of these leases.

iii) The total of future minimum lease payments under non-cancellable leases are as follows:

Notes:Payment to auditor

(Rupees)

(Rupees)

(Rupees)

Rent 846,677 909,465

Insurance 50,803 53,741

Repairs and Maintenance:

Others 35,895 90,848

Equipment Hire charges 76,498 9,843

Electricity and Water - 16,929

Printing and Stationery 72,967 74,903

Travelling and Conveyance 4,344,602 3,971,234


Legal and Professional 1,460,133 1,532,508

Miscellaneous 140,443 123,961

7,419,237 7,473,364

As auditor: (Included in Legal & Professional)

Audit fee 480,565 462,607

Not later than one year 570,529

Later than one year and not later than five year - 590,562

Later than five year - -

Total 570,529 1,422,694

832,132





As atMarch 31, 2016

ParticularsAs at

March 31, 2015

18 Segment Reporting:

The Company operates only in one business segment viz. to work as a representative office of Max Group companies. Accordingly there are no reportable business segments.

19 Deferred Tax:

The net deferred tax asset has not been recognized due to virtual uncertainty regarding future taxable profits.



A N N U A L R E P O R T 2 0 1 5 - 1 6

20. Related parties disclosures

21 Other disclosure requirements of Schedule III to the Companies Act, 2013 are not applicable to the Company.

22 Previous year figures have been regrouped / reclassified wherever necessary to conform to current year's classification.

Names of related parties and related party relationship

Related parties where control exists

Holding Company Max India Limited

Enterprises owned or significally infuenced by key management personnel Max Financial Services Limited

Max Venture and Industries Limited

Key Management Personnel Ms. Karin Stanley

Holding Company

March 31,2016

March 31,2016

March 31,2016

March 31,2015

March 31,2015

March 31,2015

Key Managementpersonnel

Fellow SubsidiaryCompany

Related Parties Transactions

Income

- Max India Limited 2,781,197 14,067,581 - - - -

- Max Financial Services Limited 10,568,312 - - - - -

- Max Venture and Industries Limited 556,082 - - - - -

Salaries and Wages

- Karin Stanley - - - - 4,413,353 4,921,350

(Rupees)




M a x AT E E V L i m i t e d

Dear Shareholders,

Your Directors have great pleasure in presenting the 22nd Annual Report together with the Audited Balance Sheet as at March 31, 2016 and Statement of Profit & Loss for the year ended on that date.

We would like to bring to your notice that Max Financial Services Limited (“MFSL”/ formerly “Max India Limited”) Holding Company of the Company was demerged vide Order dated December 14, 2015 of the Hon’ble High Court of Punjab and Haryana sanctioning the Composite Scheme of Arrangement between Max Financial Services Limited (“MFSL/ formerly Max India Limited”); Max India Limited (“Max India / formerly Taurus Ventures Limited”) and Max Ventures Industries Limited (“MVIL/ formerly Capricorn Ventures Limited”) and filing the said Order with Registrar of Companies, Chandigarh on January 15, 2016 thereby achieving the Effective Date. Accordingly, in terms of the sanctioned Scheme, entire shareholding in the Company held by MFSL and its nominees comprising of 3,14,43,600 equity shares of Rs.10/ each was transferred to Max India and its nominees without any further act or deed and the Company became a Wholly Owned-Subsidiary of Max India.

Financial Results

(In Rupees)

Year ended Year endedMarch 31, 2016 March 31, 2015


Operating Expenses 5,72,184 1,15,141

EBDITA (5,72,184) (1,15,141)

Depreciation Nil Nil

Interests Nil Nil

Taxes Nil Nil

Net Profit After Tax (5,72,184) (1,15,141)

No. of Equity Shares 3,14,43,600 3,14,43,600

EPS (0.03) (0.01)


There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 31, 2016 and the date of the Directors’ report.

OPERATIONS

Presently, your Company is a subsidiary of Max India Limited (formerly Taurus Ventures Limited). During the year under review, your Company incurred a loss of Rs. 5,72,184. Currently, the Company is not pursuing any business/ commercial operations.

SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2016 was Rs. 31,50,00,000 (Rupees Thirty One Crore Fifty Lacs only) comprising of 3,15,00,000 equity shares of Rs. 10 each.

The Paid up capital of the Company as on March 31, 2016 was Rs. 31,44,36,000 (Rupees Thirty One Crore Forty Four Lacs Thirty Six Thousand only) comprising of 3,14,43,600 equity shares of Rs. 10 each.

There has been no change in the share capital of the Company during the period under review.

SUBSIDIARIES

Presently, there is no subsidiary of the Company.


Since the Company does not have any subsidiary or Associate/Joint Venture Company as on the date of this report, hence no consolidated financial statements are required to be prepared.

DIVIDEND

In view of the losses, your Directors did not recommend any dividend for the year under review.

BOARD OF DIRECTORS

In terms of Section 152 of the Companies Act, 2013 (‘the Act’), Mr. Pradeep Pal Chadha (DIN:05132136) being longest in the office shall retire at the ensuing AGM and being eligible for re-appointment, offers himself for re-appointment.

During the period under review, Mrs. Sujatha Ratnam (DIN: 00403024) resigned as Director of the Company and Mr. Jatin Khanna (DIN:07089135) was appointed as Additional Director of the Company w.e.f. March 30, 2016.

The term of office of Mr. Jatin Khanna expires on the date of ensuing Annual General Meeting of the Company. The Company has received a notice under Section 160 of the Act from a member proposing the candidature of Mr. Jatin Khanna for being appointed as Director of the Company. The Board of Directors recommend to the shareholders for his appointment as Director of the Company liable to retire by rotation.

The Board met for a total no. of 4 times during the period under review namely on May 27, 2015, August 11, 2015, December 5, 2015, and March 30, 2016.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149(7) of the Act, your Company has received declaration of Independence from Mrs. Kiran Sharma and Mr. Sanjay Khandelwal, independent Directors of the Company


The Company has the following committees in compliance with the requirements of the relevant provisions of applicable laws and statutes.

1. Audit Committee:

The Audit Committee currently consists of Mrs. Kiran Sharma, Mr. Sanjay Khandelwal and Mr. Pradeep Pal Chadha.

One meeting of Audit Committee was held during the financial year 2015-16 on May 27, 2015.


The Nomination & Remuneration Committee currently consists of Mrs. Kiran Sharma, Mr. Sanjay Khandelwal and Mr. Pradeep Pal Chadha.

Two meetings of Nomination and Remuneration Committee were held during the financial year 2015-16 on August 11, 2015 and March 30, 2016.

3. Committee of Independent Directors:

The Committee of Independent Directors consists of Mrs. Kiran Sharma and Mr. Sanjay Khandelwal.

The Committee met on August 11, 2015.

PERFORMANCE EVALUATION OF THE BOARD

The Nomination and Remuneration Committee and the Board of Directors at its meetings held on August 5, 2016 had laid down criteria for performance evaluation of Directors, Chairperson, Board Level Committees and Board as a whole and also the evaluation process for the same. The performances of the members of the Board, the Board level Committees and the Board as a whole were evaluated at the meeting of the Committee of Independent Directors and the Board of the Directors.

A N N U A L R E P O R T 2 0 1 5 - 1 6

POLICY ON QUALIFICATION AND REMUNERATION FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Company has framed a Policy for determining qualifications, positive attributes and independence of a Director and remuneration for the Directors, Key Managerial Personnel and other employees. The Policy is attached herewith marked as Annexure I.

KEY MANAGERIAL PERSONNEL

There was no change in the Key managerial positions in the Company.

PUBLIC DEPOSITS



The Company has not given any loans, made any guarantees or acquired any securities or provided for acquisition of any securities during the period under review which are covered under Section 186 of the Companies Act, 2013.


All related party transactions that were entered during the financial year were in the ordinary course of the business of the Company and were on arm’s length basis. The requirement of furnishing form AOC-2 is considered to be not applicable to the Company.

There were no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.




During the year under review, M/s. S. R. Batliboi & Co. LLP, Statutory Auditors vide their letter dated April 20, 2016 expressed their inability to continue as Statutory Auditors of the Company.

Pursuant to Section 139 & 142 of the Act, M/s. Nangia & Co., Chartered Accountants (FRN 002391C) were appointed as the Statutory Auditors of the Company at the Extraordinary General Meeting held on May 2, 2016 until the conclusion of the ensuing Annual General meeting.

There are no audit qualifications or reporting of fraud in the Statutory Auditors Report given by M/s. Nangia & Co., Statutory Auditors of the Company for the FY 2015-16 as annexed elsewhere in this Annual Report.

Pursuant to the provision of Section 139 of the Act and rules made there under, it is proposed to appoint M/s. Nangia & Co., LLP, Chartered Accountants as statutory auditors of the Company for a period of five (5) years from the conclusion of the forthcoming Annual General Meeting.

The Company has received a certificate from M/s. Nangia & Co., Chartered Accountants pursuant to Section 139 and other applicable provisions of the Act, confirming their eligibility for appointment.


The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organizational structures, processes, standards, code of conduct and behaviors together form Risk Management Policy that governs how the Company conducts the business and manages associated risks.


The disclosures to be made under sub-section (3) (m) of Section 134

of the Act read with Rule (8) (3) of the Companies (Accounts) Rules, 2014 by your Company are explained as under:



(B)Foreign Exchange Earnings and Outgo



Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts of the Annual Return as at March 31, 2016 forms part of this report as Annexure II.


Pursuant to the requirement under Section 134(5) of the Act, it is hereby confirmed that:


(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis;

(e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders and other business constituents during the year under review.

By Order of the BoardFor Max Ateev Limited

Jatin Khanna V. KrishnanAugust 5, 2016 Director Managing DirectorNew Delhi DIN: 07089135 DIN: 00402601

Annexure:

I Nomination and Remuneration Policy

II Extract of Annual Return in Form MGT 9

A N N U A L R E P O R T 2 0 1 5 - 1 6


Preamble




For the appointment of KMPs [other than Managing Director/ Whole time Director/Manager/CEO], Senior Management and other

employees, a person should possess adequate qualification, expertise and experience for the position, he / she is considered for the appointment.

Remuneration Policy


Remuneration to Non-executive / Independent Director

The remuneration / commission / sitting fees, as the case may be, to the Non-Executive /Independent Director, shall be in accordance with the provisions of the Act and the Rules made there under for the time being in force or as may be decided by the Committee / Board /shareholders. An Independent Director shall not be entitled to any stock option of the Company unless otherwise permitted in terms of the Act, as amended from time to time.

A N N U A L R E P O R T 2 0 1 5 - 1 6

A N N E X U R E - 1

A N N E X U R E - 2




i CIN U74899DL1994PLC060700


iii Name of the Company MAX ATEEV LIMITED

iv Category/Sub-category Public Company / Company Limited by Shares

v Address of the Registered office & contact details Max House, 1, Dr. Jha Marg, Okhla New Delhi – 110 020

vi Whether listed company No

vii Name, Address & contact details of the Registrar & Transfer Agent, if any. Nil

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

Currently, the Company is not pursuing any business/ commercial operations. Hence, this information requirement is not applicable on the Company for the period under review.


Pursuant to the Composite Scheme of Arrangement as referred in the Directors’ Report, the Company became Wholly-Owned Subsidiary

(WOS) of Max India Limited (formerly known as Taurus Ventures Limited) w.e.f. April 01, 2015. Prior to this, the Company was WOS of Max

Financial Services Limited (formerly Max India Limited).

Particulars of Holding Company as on March 31, 2016 are as follows:

1. Max India Limited(Erstwhile Taurus Ventures Limited) Companies Act, 2013Bhai Mohan Singh Nagar Railmajra,Tehsil Balachaur Dist. NawanshahrPunjab – 144 533.

U85100PB2015PLC039155 Holding Company 100% 2 (46) of the

SI.

No.


Associate

% of

shares held

Applicable

Section

A N N U A L R E P O R T 2 0 1 5 - 1 6


i) Category-wise shareholding

Category of

Shareholders

Particulars

No. of Shares held at the begining of the year No. of Shares held at the end of the year% change during

the year


Shares


Shares

A. Promoter s

(1) Indian

a) Individual/ HUF -- -- -- -- -- -- -- -- –

b) Central Govt -- -- -- -- -- -- -- -- –

c) State Govt(s) -- -- -- -- -- -- -- -- --

d) Bodies Corp. -- 31443600 31443600 100% -- 31443600 31443600 100% Nil

e) Banks / FI -- -- -- -- -- -- -- –

f) Any other -- -- -- -- -- -- -- -- –

Total shareholding of Promoter (A) -- 31443600 31443600 100% -- 31443600 31443600 100% Nil

B. Public Shareholding -- -- -- -- -- -- -- -- –

1. Institutions-- -- -- -- -- -- -- -- –

a) Mutual Funds -- -- -- -- -- -- -- -- –

b) Banks / FI -- -- -- -- -- -- -- -- –

c) Central Govt -- -- -- -- -- -- -- -- –

d) State Govt(s) -- -- -- -- -- -- -- -- --

e) Venture Capital Funds -- -- -- -- -- -- -- -- –

f) Insurance Companies -- -- -- -- -- -- -- -- –

g) FIIs -- -- -- -- -- -- -- -- –

SI.

No.

A N N E X U R E - 2

A N N U A L R E P O R T 2 0 1 5 - 1 6

Category of

Shareholders

Particulars


the year


Shares


Shares

h) Foreign Venture Capital Funds -- -- -- -- -- -- -- -- –

i) Others (specify) -- -- -- -- -- -- -- -- –

Sub-total (B)(1):- -- -- -- -- -- -- -- -- --

2. Non-Institutions -- -- -- -- -- -- -- -- –

a) Bodies Corp. -- -- -- -- -- -- -- -- –

i) Indian -- -- -- -- -- -- -- -- –

ii) Overseas -- -- -- -- -- -- -- -- –

b) Individuals -- -- -- -- -- -- -- -- –

I) Individual shareholders holding -- -- -- -- -- -- -- -- – nominal share capital upto Rs. 1 lakh

ii) Individual shareholders holding nominal -- -- -- -- -- -- -- -- – share capital in excess of Rs 1 lakh

c) Others (specify) -- -- -- -- -- -- -- -- –

Non Resident Indians -- -- -- -- -- -- -- -- –

Overseas Corporate Bodies -- -- -- -- -- -- -- -- –

Foreign Nationals -- -- -- -- -- -- -- -- –

Clearing Members -- -- -- -- -- -- -- -- –

Trusts -- -- -- -- -- -- -- -- –

Foreign Bodies - D R -- -- -- -- -- -- -- -- –

Sub-total (B)(2):- -- -- -- -- -- -- -- -- --

Total Public Shareholding (B)=(B)(1)+ (B)(2) -- -- -- -- -- -- -- -- --

C. Shares held by Custodian for GDRs & ADRs -- -- -- -- -- -- -- -- –

Grand Total (A+B+C) -- 31443600 31443600 100% -- 31443600 31443600 100% Nil

SI.

No.

B SHARE HOLDING OF PROMOTERS

Sl

No.

Shareholding at the


% change in

shareholding



company


total shares

No ofshares


company


total shares

1 Max India Limited(formerly Taurus Ventures Limited) 31443580 100.00 Nil 31443580 100.00 Nil Nil

2. Mrs. Sujatha Ratnam* 4 0.00 Nil 4 0.00 Nil Nil

3. Mr. V. Krishnan* 4 0.00 Nil 4 0.00 Nil Nil

4. Mr. Pradeep Pal Chadha* 2 0.00 Nil 2 0.00 Nil Nil

5. Mr. B. Das* 2 0.00 Nil 2 0.00 Nil Nil

6. Mr. M.G. Rajagopalan* 4 0.00 Nil 4 0.00 Nil Nil

7. Mr. Rajinder Kumar* 4 0.00 Nil 4 0.00 Nil Nil

Total : 31443600 100% 31443600 100%

* shares held as nominees of Max India Limited

Shareholder’s Name Shareholding at the

end of the year


Sl

No.


of the Year



At the beginning of the year 31443600 100% 31443600 100%

Date wise Increase / Decrease in Promoters Shareholding

during the year specifying the reasons for increase /

decrease (e.g. allotment /transfer / bonus/ sweat equity etc.): Nil Nil Nil Nil

At the end of the year 31443600 100% 31443600 100%


during the year

Particulars


(Other than Directors, Promoters and Holders of GDRs and ADRs): NOT APPLICABLE

Sl

No.


of the Year

Shareholding of each Directors and

each Key Managerial Personnel



At the beginning of the year 10* 0.00 10* 0.00

Date wise Increase / Decrease in Promoters Shareholding

during the year specifying the reasons for increase /

decrease (e.g. allotment / transfer / bonus/ sweat equity etc.): 4** 0.00 4** 0.00

At the end of the year 6* 0.00 6* 0.00

*represents the shares held by directors as nominees of Max India Limited

** represents the shares held by one of the director as nominee of Max India Limited who ceased to be the director w.e.f. March

30, 2016.

V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment. : NIL


A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

The Company has not paid any Remuneration to its Managing Director/Directors or Manager during the financial year 2015-16


The Company had paid sitting fees to the Independent Directors during the financial year 2015-16 as detailed below:

Mrs. Kiran Sharma : Rs. 37,500/-

Mrs. Sanjay Khandelwal: Rs. 37,500/-

The Company has not paid any Remuneration/Sitting fees during the financial year 2015-16 to other Directors

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD: Nil

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Penalties/punishment/compounding of offences that has been imposed on the Company, its Directors and any other officers

during the financial year ended March 31, 2016: NIL


during the year

A N N E X U R E - 2

A N N U A L R E P O R T 2 0 1 5 - 1 6


A N N U A L R E P O R T 2 0 1 5 - 1 6

To the Members of Max Ateev Limited


We have audited the accompanying financial statements of Max Ateev Limited (the ‘Company’) which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and the Cash Flow Statement for the period ended 31st March’2016, and a summary of significant accounting policies and other explanatory information.









Opinion


true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, its Losses and its cash flows for the period ended 31st March’2016

















A N N U A L R E P O R T 2 0 1 5 - 1 6

ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF Max Ateev Limited


To the Members of Max Ateev Limited, New Delhi

We have audited the internal financial controls over financial reporting of Max Ateev Limited (“the Company”) as of March 31, 2016 in conjunction with our audit of financial statements of the Company for the year ended on that date.








A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable

assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.



Opinion





A N N U A L R E P O R T 2 0 1 5 - 1 6

Max Ateev Limited

Annexure to Independent Auditors’ Report for the period ended March 2016




The Company does not have any fixed assets and accordingly, the provisions of Clause (i) (a) to (c) of paragraph 3 of the Order are not applicable to the Company.


The Company business does not involve inventories and accordingly the provisions of Clause (ii) of paragraph 3 of the Order are not applicable to the Company.



Further, Company has not made any Loans, investments, guarantee & securities to any person or other bodies corporate as per the provisions mentioned in section 186 of the Companies Act, 2013.






a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has generally been regular in depositing its undisputed statutory dues including Provident Fund, Employees State insurance, Income-Tax, Sales-Tax, Wealth Tax, Service tax, duty of Custom, duty of Excise, value added tax, cess and Entertainment Tax etc. There is no undisputed dues payable, outstanding as on 31st March, 2016 for a period of more than six months from the date they became Payable.


viii.The Company has not taken any loans from financial

institutions, Banks, Government or through debentures during the audit period.

ix. As explained, the Company has not raised money by way of initial Public offer or further public offer (including debt instruments).


xi. According to the information and explanations given to us, no managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013


xiii.According to the information and explanations given to us, the provisions of Section 177 of Companies Act, 2013 read with rule 6 of Companies (Meetings of Board and its powers) Rules, 2014 is not applicable to the Company.

Further, According to the information and explanations given to us, all transaction with related parties are in compliance with provisions of Section 188 of Companies Act, 2013 and details have been disclosed in the Financial Statements as required by the Accounting Standards.

xiv. According to the information and explanations given to us, no preferential allotment or private placement of shares or fully or partly convertible debentures has been noticed or reported during the Year. Hence the requirement of Section 42 of Companies Act, 2013 is not applicable.

xv. According to the information and explanations given to us, no non cash transactions with Directors or persons connected with him have been noticed or reported during the year as per the provisions of Section 192 of Companies Act, 2013.

xvi.According to the information and explanations given to us, Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.




A N N U A L R E P O R T 2 0 1 5 - 1 6


AS AT M A RC H 31, 2 0 1 6

As atMarch 31, 2016

As atMarch 31, 2015

(Rupees)

Notes


Shareholders' funds

Share capital 2 314,436,000 314,436,000

Reserves and surplus 3 (383,069,368) (382,482,184)

(68,633,368) (68,046,184)

Current liabilities

Short-term borrowings 4 69,939,247 69,248,133

Trade payables 5 92,500 102,360

Other current liabilities 6 7,500 10,000

70,039,247 69,360,493

TOTAL 1,405,879 1,314,309

Assets

Non-current assets

Long-term Loans and advances 7 1,195,645 1,195,645

Current assets

Cash and bank balances 8 210,234 118,664

TOTAL 1,405,879 1,314,309



For Nangia & Co. For and on behalf of the Board of Directors of Chartered Accountants Max Ateev LimitedICAI Firm Registration Number: 002391C

Vikas Gupta V. Krishnan Pradeep Pal ChadhaFCA, Partner (Managing Director) (Director)Membership Number: 076879 DIN No : 00402601 DIN No : 05132136

A‐38, Lajpat Nagar B‐13/4 Ramesh Nagar

Place: New Delhi Ghaziabad 201005Date: 20/05/2016

Bhawana Singh(Company Secretary)X‐411, Street No. ‐ 2 Gandhi

Nagar Delhi 110031


Sahibabad New Delhi 110015




A N N U A L R E P O R T 2 0 1 5 - 1 6



(Rupees)

Notes

Income

Other income - -

Total revenue (I) - -

Expenses

Other expenses 9 587,184 115,141

Total expenses (II) 587,184 115,141

Loss before tax (I) - (II) (587,184) (115,141)

Tax expense - -

Loss after tax (587,184) (115,141)


Basic [Nominal value of shares Rs.10 (Previous year Rs.10)] (0.03) (0.01)

Diluted [Nominal value of shares Rs.10 (Previous year Rs.10)] (0.03) (0.01)








Nagar Delhi 110031




A N N U A L R E P O R T 2 0 1 5 - 1 6





(Rupees)


Loss before tax (587,184) (115,141)

Operating profit before working capital changes (587,184) (115,141)


Increase/ (decrease) in trade payables (9,860) -

Increase/ (decrease) in other current liabilities (2,500) -

Cash generated from/(used in) operations (599,544) (115,141)

Direct taxes paid (net of refunds) - -

Net cash flow from /(used in) operating activities (A) (599,544) (115,141)


Net cash flow from /(used in) investing activities (B) - -


Proceeds from short term borrowings 691,114 115,141

Net cash flow from /(used in) financing activities (B) 691,114 115,141

Net Increase/(decrease) in cash and cash equivalents (A + B) 91,570 -

Cash and cash equivalents at the beginning of the year 118,664 118,664

Cash and cash equivalents at the end of the year 210,234 118,664

Notes

The Cash Flow Statement has been prepared under the "Indirect Method" as set out in the Accounting Standard-3 on Cash Flow Statements.

2) Cash and Cash Equivalents at the end of the year consist of Cash and Balances with Banks.

With banks -

on current account 8 210,234 118,664

210,234 118,664

As atMarch 31, 2016

As atMarch 31, 2015

(Rupees)






Nagar Delhi 110031






A N N U A L R E P O R T 2 0 1 5 - 1 6

Background

Max Ateev Limited is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. The Company has scaled down its operations and currently there is no steady stream of revenue.

1. Significant accounting policies

a Basis of preparation of Financials Statements

The financial statements of the company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The company has prepared these financial statements to comply in all material respects with the accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules 2014. The financial statements have been prepared on an accrual basis and under the historical cost convention. The accounting policies have been consistently applied by the Company and are consistent with those used in the previous year.

During the year the Company has incurred losses of Rs 587,184 (Previous year Rs 115,141). As at March 31, 2016, the accumulated losses of the Company are Rs 383,069,368 (previous year Rs 382,482,184) as against the share holders fund of Rs. 314,436,000 (previous year Rs. 314,436,000). The Company is dependent on its holding company, Max India Limited for financial support. In the opinion of the management, in view of the commitment of continued financial support by holding company, and on the basis of the Company’s future investment plans, the Company is continuing with a going concern assumption. Further, the Company does not anticipate that it will not be able to realize its assets and discharge its liabilities in the normal course of business.

b Use of estimates

The preparation of financial statements in conformity with Indian GAAP requires the management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities, at the end of the reporting period. Although these estimates are based on the management's best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.

c Revenue recognition

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured.

d Income taxes

Tax expense comprises current and deferred tax. Current income-tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income-tax Act, 1961 enacted in India and tax laws prevailing in the respective tax jurisdictions where the company operates. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date. Current income tax relating to items recognized directly in equity is recognized in equity and not in the statement of profit and loss.

Deferred income taxes reflect the impact of timing differences between taxable income and accounting income originating during the current year and reversal of timing differences for the earlier years. Deferred tax is measured using the tax rates and the tax laws enacted or substantively enacted at the reporting date. Deferred income tax relating to items recognized directly in equity is recognized in equity and not in the statement of profit and loss.

Deferred tax liabilities are recognized for all taxable timing differences. Deferred tax assets are recognized for deductible timing differences only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. In situations where the company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence that they can be realized against future taxable profits.

At each reporting date, the company re-assesses unrecognized deferred tax assets. It recognizes unrecognized deferred tax asset to the extent that it has become reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which such deferred tax assets can be realized.

The carrying amount of deferred tax assets are reviewed at each reporting date. The company writes-down the carrying amount of deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realized. Any such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set-off current tax assets against current tax liabilities and the deferred tax assets and deferred taxes relate to the same taxable entity and the same taxation authority.

e Earnings per share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders ( after deducting preference dividend and attributable taxes) by the weighted average number of equity shares outstanding during the period.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares

f Provisions

A provision is recognized when the company has a present obligation as a result of past event. it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of



A N N U A L R E P O R T 2 0 1 5 - 1 6

the obligation. Provisions are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates.

g Contingent liabilities

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The company does not recognize a contingent liability but discloses its existence in the financial statements.

2 Share Capital

3. Reserves and surplus

2.2 Shares held by holding company


(Rupees)

(Rupees)

(Rupees)


31,500,000 (Previous year: 31,500,000) equity shares of Rs. 10/- each 315,000,000 315,000,000

315,000,000 315,000,000


31,443,600 (Previous year: 31,443,600) equity shares of Rs. 10/- each fully paid up 314,436,000 314,436,000

Total issued, subscribed and fully paid-up share capital 314,436,000 314,436,000



Loss for the year (587,184) (115,141)

Net Surplus/ (deficit) in the statement of profit and loss (383,069,368) (382,482,184)

Total reserves and surplus (383,069,368) (382,482,184)

Max India Limited, the holding company

31,443,580 (Previous year: 31,443,580) equity shares of Rs. 10/- each fully paid up 314,435,800 314,435,800

314,435,800 314,435,800

As atMarch 31, 2016

As atMarch 31, 2016

As atMarch 31, 2016

As atMarch 31, 2015

As atMarch 31, 2015

As atMarch 31, 2015


The company has only one class of equity shares having a par value of Rs. 10/- per share. Each holder of equity shares is entitled to one vote per share.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company in proportion to the number of equity shares held by the shareholders.

Equity shares of Rs.10 each, fully paid-up

Max India Limited, the holding company 31,443,580 99.99 31,443,580 99.99


Number of shares Number of shares% held % held


2.3 Details of shareholder holding more than 5% shares as at March 31, 2016 and March 31, 2015 is set out below (Legal ownership)

4. Short-term borrowings

(Rupees)

Unsecured

Interest free loans and advances from holding company, repayable on demand 69,939,247 69,248,133

69,939,247 69,248,133

As atMarch 31, 2016

As atMarch 31, 2015



A N N U A L R E P O R T 2 0 1 5 - 1 6

5. Trade payables

6. Other current liabilities

7. Loans and advances

8. Cash and bank balances

(Rupees)

(Rupees)

(Rupees)

(Rupees)

Trade payables dues of other than micro and small enterprises 92,500 102,360

92,500 102,360

Other liabilities

- Dues to statutory authorities 7,500 10,000

7,500 10,000

Tax deducted at source recoverable 1,195,645 1,195,645

1,195,645 1,195,645


Balances with banks

on Current Accounts 210,234 118,664

210,234 118,664

As atMarch 31, 2016

As atMarch 31, 2016

As atMarch 31, 2016

As atMarch 31, 2016

As atMarch 31, 2015

As atMarch 31, 2015

As atMarch 31, 2015

As atMarch 31, 2015

9. Other expenses

Payment to auditor (included in legal and professional expenses)

(Rupees)

(Rupees)

Rates and taxes 232,467 -

Legal and professional 354,717 115,141

587,184 115,141

As auditor:

Audit fee 25,000 112,360

Reimbursement of expenses - 2,781

25,000 115,141







A N N U A L R E P O R T 2 0 1 5 - 1 6

10. Contingent liabilities

S.No.

Particulars

(Rupees)

I. Department has filed an appeal before the ITAT against the order of CIT (A) deletingthe Demand raised by Income Tax authorities in respect of assessment year 2001-2002.

The company is hopeful that the above appeal will be disposed off in its favour.

573,230 573,230



11. Earnings per share (EPS)


Names of related parties where control exist irrespective of whether transactions have been occurred or not

Holding company Max India Limited

(Rupees)

Related party transactions Holding Company

March 31, 2016 March 31, 2015

Reimbursement of expenses received

- Max India Limited 691,114 115,141

Amount payable

- Max India Limited 69,939,247 69,248,133

(Rupees)

Total operations for the year

Profit/(loss) after tax (587,184) (115,141)

Numbers Numbers

Weighted average number of equity shares in calculating basic EPS 31,443,600 31,443,600

Earning per share (Rupees) (0.03) (0.01)



13. Deferred Taxes

The Company follows Accounting Standard 22- “Accounting for taxes on Income”, and have deferred tax asset, comprising of unabsorbed

depreciation and carry forward losses. However, as the subsequent realization of such amount is virtually not certain in the near future, the

management is of the view that it is prudent not to recognize deferred tax assets. Accordingly, no deferred tax has been recognized in the

financial statements.

14. Information pursuant to the provisions of Section 22 of Micro, Small and Medium Enterprises Development Act, 2006.

During the year company has not paid any interest in terms of the section 18 of the above mentioned act. No principal amount or interest

amount are due at the end of this accounting year which is payable to any Micro, Small or Medium enterprises as defined in the Micro, Small

and Medium Enterprises Development Act, 2006.

15. The Company is operating in single line of business and all the other activities revolve around the main business and entire business is

conducted within India , hence in accordance with AS-17- “Segment Reporting” there are no separate reportable segments either on the

basis of business segmentation or geographical segmentation.

16. The accounts of certain Trade Receivables, Trade Payables, Short/Long Term Loans and Advances, Other Current Assets and Current

Liabilities and are subject to confirmation / reconciliation and adjustment, if any. The Management does not expect any material difference

affecting the current year’s financial statements.

In the opinion of the management, the current assets, loans and advances are expected to realize at least the amount at which they are

stated, if realized in the ordinary course of business and provision for all known liabilities have been adequately made in the books of

accounts.

17. The Company has prepared these financial statements as per the format prescribed by Schedule III to the Companies Act, 2013 ('the

schedule') issued by Ministry of Corporate Affairs. Previous year figures have been recast/restated to conform to the classification of the

current year.



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18. 'The Current Year refers to the period April 01, 2015 to March 31, 2016. (Previous year refers to April 01, 2014 to March 31, 2015). The

previous year figures have been regrouped, rearranged and reclassified wherever necessary to conform to this year’s classification.

19. All figures are in Indian Rupees.