BOARD'S REPORT
Dear Members,
Your directors are pleased to present the 37th (Thirty-seventh) Annual
Report of Max Financial Services Limited ("MFSL" or "the Company"),
along with the audited financial statements for the financial year ended March 31, 2025.
This Report provides a comprehensive overview of the Company's performance, strategic
achievements, and key developments during the reporting period. The accompanying audited
financial statements reflect the Company's commitment to transparency and accountability,
ensuring stakeholders have access to accurate, reliable, and timely information regarding
MFSL's financial position and results.
The Board's Report outlines significant aspects of the Company's operations, including
strategic initiatives, financial and operational performance, corporate governance
practices, risk management frameworks, and the future outlook. It serves as an essential
communication channel between the Board and stakeholders, offering insights into the
Company's progress and plans for continued growth.
The presentation of this Report, together with the audited financials, underscores the
Company's dedication to good governance, transparency, and responsible management
foundational pillars for maintaining trust and confidence among shareholders, investors,
regulators, and other stakeholders.
STANDALONE RESULTS
The highlights of the standalone financial results of your Company along with the
previous year's figures are as under:
|
|
(Rs. in crore) |
|
Year ended 31.03.2025 |
Year ended 31.03.2024 |
Sale of services |
11.00 |
16.60 |
Interest income |
3.92 |
2.79 |
Net gain on fair value changes of Mutual Fund |
0.55 |
2.04 |
Revenue from operations |
15.47 |
21.43 |
Other income |
0.61 |
0.29 |
Total income |
16.08 |
21.72 |
Expenses |
|
|
Employee benefits expenses |
5.93 |
6.18 |
Other expenses |
17.78 |
25.39 |
Total expenses |
23.71 |
31.57 |
EBITDA |
(7.63) |
(9.85) |
Depreciation and amortization expense |
1.23 |
1.59 |
Finance costs |
0.09 |
0.11 |
Profit before tax |
(8.95) |
(11.55) |
Tax expense |
0.27 |
(0.32) |
Profit after tax |
(9.22) |
(11.23) |
Other comprehensive income for the year |
(0.05) |
(0.10) |
Total comprehensive income |
(9.27) |
(11.33) |
Your Company is primarily engaged in the business of making and holding investments in
its subsidiary, Axis Max Life Insurance Limited ("AMLI") (formerly Max Life
Insurance Company Limited) and providing management consultancy services to group
companies and accordingly, in terms of extant RBI guidelines, your Company is an
Unregistered Core Investment Company (Unregistered CIC) as it does not meet the criteria
stipulated by RBI for registration as a Systematically important CIC.
There is no change in the nature of Business during FY 202425.
The net worth of your Company on a standalone basis reduced marginally by 0.1% to
Rs.6,743 crore as of March 31, 2025, as against Rs.6,752 crore as of March 31, 2024. The
decrease in the net worth was mainly on account of losses made during the year.
CONSOLIDATED RESULTS
In accordance with the Companies Act, 2013 ("the Act") and applicable
accounting standards, the audited consolidated financial statements are enclosed as part
of this Annual Report.
In FY 2024-25, MFSL reported consolidated revenues of Rs.46,497 crore, which remains
flat, due to lower investment income. Excluding Investment Income, consolidated revenues
grew 12%. The Gross Premiums at Rs.33,223 crore, grew by 13% compared to the previous
year. The Company reported a consolidated comprehensive income (after tax) of Rs.428
crore, which grew by 9% compared to the previous year.
AMLI Life sustained its robust performance with an individual business growth of 20%
against the private industry growth of 15% and overall industry growth of 10%. AMLI
remained the fastest-growing listed player, continuing to outperform the private sector
and the overall industry. Total new business premiums grew 10%, with the renewal of
premium income, including group premiums, growing by 14%. Total APE expanded by 18%,
driven by an 11% increase in policy issues. Proprietary channels continued to witness
robust growth, expanding by 26% aided by both offline and online channels. The online
segment played a vital role in strengthening the Company's leadership position. Banca grew
by 13% while Group Credit Life business grew by 6%. FY25 margins are 24% vs 26.5% in
previous year, lower by ~250 bps due to higher proportion of ULIP and impact of surrender
regulations. AMLI profit before tax for FY2025 came to Rs.448 Crores, growth of 20% over
the previous year
AMLI AUM as of March 31, 2025, crossed Rs.1,75,000 crores and stood at Rs.1,75,072
crores, a rise of 16% over the previous year, owing to the increased scale of business and
higher investment income. The Market Consistent Embedded value of AMLI as of March 31,
2025, was Rs.25,192 crore, with an Operating Return on Embedded Value (RoEV) of 19.1% and
the value of a new business at Rs.2,107 crore has grown 7%, year on year.
The highlights of the consolidated financial results of your Company, and its
subsidiaries, viz., Axis Max Life Insurance Limited, Max Life Pension Fund Management
Limited, and Max Financial Employees Welfare Trust are as under:
|
|
(Rs. in crore) |
|
Year ended 31.03.2025 |
Year ended 31.03.2024 |
Policyholders' Income from Life Insurance operations |
45,854.83 |
46,116.83 |
Interest Income |
521.92 |
370.29 |
Net gain on fair value changes |
78.31 |
73.56 |
Dividend Income |
6.29 |
3.19 |
Rental Income |
7.06 |
6.75 |
Sale of services |
0.50 |
5.00 |
Revenue from operations |
46,468.91 |
46,575.62 |
Other income |
28.33 |
37.92 |
Total income |
46,497.24 |
46,613.54 |
Expenses |
|
|
Policyholders' Expenses of Life Insurance operations |
45,887.99 |
46,075.15 |
Employee benefits expenses |
28.21 |
30.90 |
Other expenses |
82.13 |
49.59 |
Impairment on financial instruments |
(1.42) |
(4.92) |
Finance costs |
47.36 |
43.64 |
Depreciation and amortization expense |
2.87 |
3.11 |
Total expenses |
46,047.14 |
46,197.47 |
Profit before tax |
450.10 |
416.07 |
Tax expense |
43.36 |
22.56 |
Profit for the year from continuing operations |
406.74 |
393.51 |
Profit/(Loss) after tax from discontinued operations |
(3.36) |
(0.94) |
Profit for the year |
403.38 |
392.57 |
Other comprehensive income for the year |
24.78 |
2.12 |
Total comprehensive income (after tax) |
428.16 |
394.69 |
Total comprehensive income attributable to |
|
|
Owners of the company |
327.23 |
340.11 |
Non-controlling interests |
100.93 |
54.58 |
MATERIAL CHANGES AFFECTING FINANCIAL POSITION
There are no material changes and commitments affecting the financial position of the
Company, which occurred between the end of the financial year of the Company, i.e., March
31, 2025, and the date of the Directors' report i.e., May 13, 2025.
SUBSIDIARIES, ASSOCIATES & JOINT VENTURE COMPANIES
As of March 31, 2025, your Company had two operating subsidiaries viz., Axis Max Life
Insurance Limited, a material subsidiary company ('AMLI') and Max Life Pension Fund
Management Limited and one special purpose entity, Max Financial Employees Welfare Trust.
There were no other associate or joint venture companies.
The report containing salient features of the financial statements of all subsidiaries
companies and employees' welfare Trust, included in the consolidated financial statements,
presented in Form AOC-1 is attached to this report as Annexure 1, as per Rule 5 of
the Companies (Accounts) Rules, 2014.
Further, a detailed update on the business achievements of AMLI is furnished as part of
the Management Discussion and Analysis section which forms part of this Annual Report.
As provided in Section 136 of the Act, the financial statements and other documents
from the subsidiaries of the Company are not attached to the financial statements of the
Company. The complete set of financial statements, including financial statements of the
subsidiaries of the Company is available on the website of the Company at
https://www.maxfinancialservices. com. These documents are also available for inspection
during business hours at the registered office of the Company.
MATERIAL UNLISTED SUBSIDIARY
In terms of the provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ('SEBI Listing Regulations'), your Company has a policy
for determining Rs.Material Subsidiary' and the said policy is available at https://
maxfinancialservices.com /investorrelations?category= CorporatePolicies. Your Company has
one material subsidiary, viz., Axis Max Life Insurance Limited.
DIVIDEND
Your directors have not recommended any dividend for the financial year 2024-25.
The Board of Directors of your Company has approved a Dividend Distribution Policy in
line with Regulation 43A of SEBI Listing Regulations. The said policy is available on the
website of the Company at https://maxfinancialservices.com/
investorrelations?category=CorporatePolicies
TRANSFER TO RESERVES
The Company has not transferred any amount to reserve during the year under review.
SHARE CAPITAL
The Company did not issue any fresh issue of shares during the current year under
review. The paid-up share capital of the Company as of March 31,2025, stood at
Rs.69,02,29,542/-(Rupees Sixty-nine crore two lakhs twenty-nine thousand five hundred
forty-two only) comprising 34,51,14,771 equity shares of Rs.2/- each.
EMPLOYEE STOCK OPTION PLANS
Your Company has a stock option plan, viz. Max Financial Employees Stock Option Plan -
2022 ('2022 Plan').
Max Financial Employees Stock Option Plan - 2022 was approved by the Shareholders of
the Company on May 9, 2022. This 2022 Plan does not contemplate the issue of any fresh
shares. The Company established a separate Trust, viz., Max Financial Employees Welfare
Trust ('Trust'). The Trust shall acquire shares of the Company in the secondary market,
hold and transfer to option holders upon exercise of vested options. The Company granted
5,99,035 Options on May 21, 2024, to the employees of AMLI, which would entitle the
optionholders to acquire one equity share of Rs.2/- each for cash from Max Financial
Employees Welfare Trust at an Exercise Price of Rs. 983.58/- per option payable to ESOP
Trust and that the aforesaid options shall be vested in a graded manner. The 2022 Plan is
administered by the Nomination and Remuneration Committee constituted by the Board of
Directors of the Company. Disclosures as required under SEBI (Share Based Employee
Benefits) Regulations, 2014 are enclosed in this report as Annexure 2.
A certificate from the Secretarial Auditors confirming that the 2022 Plan of the
Company has been implemented in accordance with the applicable SEBI Regulations shall be
placed before the members at the ensuing Annual General Meeting.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As of the date of this report, the Board of Directors of your Company comprises 8
(Eight) Non-Executive Directors, including 4 (Four) Independent Directors. Mr. Analjit
Singh (DIN: 00029641), a Promoter Director, is the Chairman of the Board of Directors of
the Company as of March 31, 2025.
Further, in terms of Section 152 of the Act and the Articles of Association of the
Company, Mr. Hideaki Nomura and Mr. Mitsuru Yasuda are liable to retire by rotation at the
ensuing Annual General Meeting. They have offered themselves for reappointment at the
ensuing Annual General Meeting.
Brief profiles of the directors are given in the Annual Report.
The Board met four times during the financial year 2024-25 as detailed below. The
details of participation of Directors in the said meetings are captured in detail in the
Corporate Governance Report forming part of this Annual Report
S. No. |
Date |
Board Strength |
No. of Directors present |
1 |
May 7, 2024 |
10 |
10 |
2 |
August 13, 2024 |
10 |
8 |
3 |
October 22, 2024 |
9 |
9 |
4 |
February 4, 2025 |
8 |
8 |
The details regarding the number of meetings attended by each Director during the year
under review have been furnished in the Corporate Governance Report attached as part of
this Annual Report.
As of the date of this Report, Mr. V. Krishnan, Manager, Mr. Nishant Kumar, Chief
Financial Officer, and Mr. Piyush Soni, Company Secretary & Compliance Officer, are
the Key Managerial Personnel of the Company.
STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS
In terms of Section 149(6) of the Act and Regulation 25 of SEBI Listing Regulations,
the following Non-Executive Directors are categorized as Independent Directors of the
Company: Mr. Jai Arya (DIN: 08270093), Sir Richard Stagg (DIN: 07176980), Mr. K. Narasimha
Murthy (DIN: 00023046) and Ms. Malini Thadani (DIN: 01516555).
The Company has received confirmation of independence from all the above-mentioned
Independent Directors as per Section 149(7) of the Act and applicable SEBI Listing
Regulations confirming that they continue to meet the criteria of independence. Further,
pursuant to Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,
2014, all Independent Directors of the Company have confirmed their registration with the
Indian Institute of Corporate Affairs (IICA).
COMMITTEES OF THE BOARD OF DIRECTORS
The Company has the following committees which have been established as a part of the
best corporate governance practices and are in compliance with the requirements of the
relevant provisions of applicable laws and statutes. A detailed note on the same is
provided under the Corporate Governance Report forming part of this Annual Report.
1. Audit Committee:
The Audit Committee met four times during the financial year 2024-25, viz. on May 7,
2024, August 13, 2024, October 22, 2024, and February 4, 2025. As of the date of this
report, the Committee comprises of Mr. K Narasimha Murthy (Chairman), Mr. Jai Arya, Mr.
Mitsuru Yasuda and Ms. Malini Thadani as members. All the recommendations by the Audit
Committee were accepted by the Board.
2. Nomination and Remuneration Committee:
The Nomination and Remuneration Committee met twice during the financial year 2024-25,
viz. on May 7, 2024, and October 22, 2024. As of the date of this report, the Committee
comprises of Mr. Jai Arya (Chairman), Mr. Analjit Singh, Mr. Hideaki Nomura, Sir Richard
Stagg, Mr. K Narasimha Murthy and Ms. Malini Thadani as members.
3. Stakeholders' Relationship Committee:
The Committee met once during the financial year 202425, viz. on January 28, 2025. As
of the date of this report, the Committee comprises of Mr. Sahil Vachani (Chairman), Mr.
Mitsuru Yasuda and Ms. Malini Thadani as members.
4. Risk Management Committee:
The Committee met twice during the financial year 2024-25, viz. on August 13, 2024, and
January 28, 2025. As of the date of this report, the Committee comprises Mr. Mitsuru
Yasuda (Chairman), Mr. Jai Arya, Mr. K Narasimha Murthy and Ms. Malini Thadani as members.
5. Corporate Social Responsibility Committee:
The provision under section 135 of the Act, w.r.t constitution of the CSR Committee,
does not apply to the Company and that CSR functions for the Company are discharged
directly by its Board of Directors as and when required.
6. Independent Directors:
The Board of Directors includes four Independent Directors as of March 31, 2025, viz.
Mr. Jai Arya, Sir Richard Stagg, Mr. K. Narasimha Murthy, and Ms. Malini Thadani.
The Independent Directors had separate meeting on May 7, 2024. The meeting was
conducted to:
a) Review the performance of non-independent Directors and the Board as a whole;
b) Review the performance of the Chairperson of the Company, taking into account the
views of Executive Directors and non-executive Directors; and
c) Assess the quality, quantity, and timeliness of the flow of information between the
Company management and the Board that is necessary for the Board to perform their duties
effectively and reasonably.
PERFORMANCE EVALUATION OF THE BOARD
In accordance with the requirements of the Companies Act and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, a formal annual evaluation process
was conducted to assess the performance of the Board, its committees, and individual
Directors, including the Chairperson.
The Board undertook this evaluation diligently, adhering to the prescribed procedures.
The evaluation covered various aspects of the Board's functioning, including its
effectiveness in discharging responsibilities, the quality of deliberations, and the
overall contributions of its members.
The evaluation reaffirmed the integrity, expertise, and experience of the Independent
Directors, underscoring the value they bring to the Company. It also highlighted the
Board's collective and individual commitment to good governance and continuous
improvement—an encouraging indicator of a forward-looking and accountable leadership.
The review concluded that the Board, its chairperson, individual Directors, and its
committees continue to demonstrate a strong commitment to upholding high standards of
governance, consistently striving to enhance processes and contribute meaningfully to the
Company's sustained growth and success.
HUMAN RESOURCES
Your Company is primarily engaged in growing and nurturing business investment as a
holding company in the business of life insurance and providing management advisory
services to group companies. The remuneration of employees is competitive with the market
and rewards high performers across levels. The remuneration to Directors, Principal
Officer, Key Managerial Personnel, and Senior Management is a balance between fixed,
incentive pay, and a long-term equity program based on the performance objectives
appropriate to the working of the Company and its goals and is reviewed periodically and
approved by the Nomination and Remuneration Committee of the Board.
Details pursuant to Section 197(12) of the Act, read with Rule 5(1) and Rule 5(2) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached
to this report as Annexure 3A and Annexure 3B.
As of March 31, 2025, there were 10 (Ten) employees on the rolls of the Company.
NOMINATION AND REMUNERATION POLICY
In adherence to the provisions of Sections 134(3(e) and 178(1) & (3) of the Act,
the Board of Directors on the recommendation of the Nomination and Remuneration Committee
had approved a policy on Directors' appointment and remuneration. The said policy includes
terms of appointment, criteria for determining qualifications, performance evaluation, and
other matters. A copy of the same is available on the website of the Company at
https://maxfinancialservices.com/ investorrelations?category=CorporatePolicies
CORPORATE SOCIAL RESPONSIBILITY ("CSR")
The Company is not required to constitute a CSR Committee under section 135 of the Act,
and a copy of the duly adopted CSR policy is available on the website of the Company at
https:// maxfinancialservices.com/ investorrelations? category=Corporate Policies. The CSR
Policy comprises Vision and Mission Statement, philosophy, and objectives. It also
explains the governance structure along with clarity on roles and responsibilities.
In terms of Section 135 of the Act read with Companies (Corporate Social Responsibility
Policy) Rules, 2014, all Companies meeting the prescribed threshold criteria, i.e., a net
worth of 500 crore or more or a turnover of 1,000 crore or more or net profits of 5 crore
or more during the immediately preceding financial year are required to spend at least 2%
of the average net profits of the Company for the immediately preceding three financial
years.
As per rule 2(h) of the Companies (Corporate Social Responsibility Policy) Rules, 2014,
any dividend received from other companies in India, which are already covered and comply
with the provisions of the CSR, shall not be included for the purposes of computation of
Rs.net profits' for a company.
Based on the average net profits of the 3 preceding FYs, MFSL has generated an average
net profit of Rs 0.65 Cr in the last 3 years. During FY2024-25, MFSL made CSR contribution
~'1.3 Lacs.
The detailed Annual Report on the CSR activities undertaken by your Company is placed
as Annexure 4.
POLICY FOR PREVENTION OF SEXUAL HARASSMENT
Your Company has a requisite policy for the Prevention of Sexual Harassment, which is
available on the website of the Company at https://maxfinancialservices.
com/investorrelations?category = CorporatePolicies.
The comprehensive policy ensures gender equality and the right to work with dignity for
all employees (permanent, contractual, temporary, and trainees) of the Company. Your
company has complied with provisions relating to the constitution of the Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. No case was reported to the Committee during the
year under review.
LOANS, GUARANTEES, OR INVESTMENTS IN SECURITIES
The details of loans given, and investments made by the Company pursuant to the
provisions of Section 186 of the Act are provided in Note No. 32 to the standalone
financial statements of the Company for FY 2024-25.
MANAGEMENT DISCUSSION & ANALYSIS
In terms of Regulation 34 of SEBI Listing Regulations, a review of the performance of
the Company, including those of your Company's subsidiaries, viz., AMLI and Max Pension
Fund Management Limited, is provided in the Management Discussion & Analysis section,
which forms part of this Annual Report.
REPORT ON CORPORATE GOVERNANCE
The Company has complied with all the mandatory requirements of Corporate Governance
specified by the Securities and Exchange Board of India through Part C of Schedule V of
Listing Regulations. As required by the said Clause, a separate report on Corporate
Governance forms part of the Annual Report of the Company.
A certificate from the Non-Executive Director, Manager and Chief Financial Officer on
compliance with Part B of Schedule II of SEBI Listing Regulations forms part of the
Corporate Governance Report as Annexure II. Further, a certificate from M/s Sanjay
Grover & Associates, Practicing Company Secretaries regarding compliance with the
conditions of Corporate Governance pursuant to Part E of Schedule V of SEBI Listing
Regulations is Annexed to the Corporate Governance Report as Annexure III.
Copies of various policies adopted by the Company are available on the website of the
Company at https://maxfinancialservices.com/investorrelations? category=CorporatePolicies
STATUTORY AUDITORS AND AUDITORS' REPORT
Pursuant to Sections 139 & 142 of the Act, M/s S.R. Batliboi & Co. LLP,
Chartered Accountants (Firm Registration No. 301003E/E300005) be and is hereby appointed
as Statutory Auditors of the Company to hold office for a period of 5 (five) consecutive
years from the conclusion of this 35th Annual General Meeting till the
conclusion of 40th Annual General Meeting to be held In the calendar year 2028.
They continue as the Statutory Auditors of the Company.
There are no audit qualifications, reservations, disclaimers or adverse remarks, or
reports of fraud in the Statutory Auditors Report given by M/s S.R. Batliboi & Co.
LLP, Statutory Auditors of the Company for the financial year 2024-25, annexed in this
Annual Report.
Further, during the year under review, the auditors have not reported any fraud under
Section 143(12) of the Act, and therefore, no details are required to be disclosed under
Section 134(3)(ca) of the Act.
SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Act, your Company had appointed M/s Sanjay Grover &
Associates practicing Company Secretaries, New Delhi as its Secretarial Auditors to
conduct the secretarial audit of the Company for FY 202425. The Company provided all
assistance and facilities to the Secretarial Auditor for conducting their audit. The
Report of Secretarial Auditor for FY 2024-25 is annexed to this report as Annexure 5.
There are no audit qualifications, reservations, disclaimers, or adverse remarks in the
said Secretarial Audit Report.
Your Company complies with the applicable Secretarial Standards issued by the Institute
of Company Secretaries of India and notified by the Ministry of Corporate Affairs.
Further, Axis Max Life Insurance Limited, the material subsidiary of the Company, has
undergone a Secretarial Audit for the year ended March 31, 2025. The Secretarial Audit
Report issued by M/s Sanjay Grover & Associates, Practicing Company Secretaries, New
Delhi is enclosed as Annexure 6.
INTERNAL AUDITORS
The Company follows a robust Internal Audit process, and audits are conducted on a
regular basis, throughout the year, as per the agreed audit plan. During the year under
review, M/s MGC, Global Risk Advisory LLP was re-appointed as Internal Auditors for
conducting the Internal Audit of key functions and assessment of Internal Financial
Controls, etc.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weaknesses
in the design or operation were observed. The Management has reviewed the existence of
various risk-based controls in the Company and also tested the key controls towards the
assurance of compliance for the present fiscal.
In the opinion of the Board, the existing internal control framework is adequate and
commensurate with the size and nature of the business of the Company. Further, the testing
of the adequacy of internal financial controls over financial reporting has also been
carried out independently by the Statutory Auditors as mandated under the provisions of
the Act.
During the year under review, there were no instances of fraud reported by the auditors
to the Audit Committee or the Board of Directors.
RISK MANAGEMENT
Your company takes a proactive approach to risk management, recognizing it as an
integral aspect of its business operations. The establishment of a dedicated Risk
Management Committee, along with a core team of senior management, demonstrates a
structured and comprehensive approach to identifying, assessing, and mitigating risks.
The categorization of risks into Strategic, Operational, Compliance, and Financial
& Reporting categories under the Risk Management policy provides clarity and guidance
for managing different types of risks that may affect business performance. This framework
likely helps in prioritizing risk management efforts and ensures a systematic approach to
risk mitigation across the organization.
There are no risks which, in the opinion of the Board, threaten the very existence of
your Company. However, some of the challenges/risks faced by its subsidiary have been
dealt with in detail in the Management Discussion and Analysis section, forming part of
this Annual Report.
Overall, your company has a robust risk management framework in place, supported by
clear policies, dedicated committees, and active involvement from senior management. This
proactive stance towards risk management is essential for safeguarding the company's
interests and ensuring sustainable business growth.
VIGIL MECHANISM
The Company has implemented a Whistle Blower Policy as part of its vigil mechanism.
This policy provides a formal channel for employees and stakeholders to raise concerns
about unethical practices, fraud, or violations of the company's code of conduct.
The assurance of strict confidentiality and non-discrimination for individuals who
raise genuine concerns fosters a culture of transparency, accountability, and ethical
conduct within the organization. Employees need to feel safe and protected when reporting
misconduct, and this policy helps to create an environment where such concerns can be
addressed without fear of retaliation.
By having a Whistle Blower Policy in place, your company demonstrates its commitment to
upholding ethical standards and ensuring that any issues or irregularities are promptly
identified and addressed. This proactive approach to governance contributes to building
trust among stakeholders and maintaining the company's reputation for integrity and
compliance.
The said Policy, covering all employees, Directors, and other people having an
association with the Company, is hosted on the Company's website at
https://maxfinancialservices.com/ investorrelations?category=CorporatePolicies
A brief note on Vigil Mechanism/Whistle Blower Policy is also provided in the Report on
Corporate Governance, which forms part of this Annual Report.
COST RECORDS
Your Company is not required to maintain cost records as specified by the Central
Government under Section 148(1) of the Act.
DEPOSITS
During the year under review, the Company has not accepted or renewed any deposits from
the public.
COMPLIANCE WITH SECRETARIAL STANDARDS
Pursuant to the provisions of Section 118 of the Act, the Company has complied with the
applicable provisions of the Secretarial Standards issued by the Institute of Company
Secretaries of India.
DETAILS OF THE APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016
During the period under review, no application was made by or against the company, and
accordingly, no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.
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. Further, details of
the material related party transactions during the year ended March 31, 2025, are as
follows:
I. Approval of material related party transactions between Max Life Insurance Company
Limited (now Axis Max Life Insurance Limited), a material subsidiary of the Company and
its related party, Axis Bank Limited for payment of fees/ commission for distribution of
life insurance products, display of publicity materials, procuring banking services, and
other related business was received from the Shareholders in the AGM held on August 23,
2024; and
II. Approval of material related party transaction between Max Life Insurance Company
Limited (now Axis Max Life Insurance Limited), a material subsidiary of the Company and
its related party, Axis Bank Limited for the usage of the Axis' name and logo in the new
corporate name and new brand logo of Max Life Insurance Company Limited after the change
of its name was received from the Shareholders' in the AGM held on December 14, 2024.
Form AOC-2 furnishing particulars of contracts or arrangements entered by the Company
with related parties referred to in Section 188(1) of the Companies Act, 2013, is annexed
to this report as Annexure 7.
The details of all the Related Party Transactions form part of Note No. 31 to the
standalone financial statements attached to this Annual Report.
The Policy on the materiality of related party transactions and dealing with related
party transactions as approved by the Board may be accessed on the Company's website at:
https://maxfinancialservices.com/ investorrelations?category=CorporatePolicies
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
In terms of Clause 34(2)(f) of SEBI Regulations, a Business Responsibility and
Sustainability Report, on various initiatives taken by the Company and its material
subsidiary, AMLI, is enclosed as a seprate annexure to this report.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO
The information on the conservation of energy, technology absorption and foreign
exchange earnings & outgo as stipulated under Section 134(3)(m) of the Act read with
Companies (Accounts) Rules, 2014 is as follows:
a) Conservation of Energy
(i) the steps taken or impact on the conservation of energy: Regular efforts are made
to conserve energy through various means such as the use of low energyconsuming lighting,
etc.;
(ii) the steps taken by the Company for using alternate sources of energy: Since your
Company is not an energy-intensive unit, utilization of alternate sources of energy may
not be feasible; and
(iii) capital investment on energy conservation equipment: Nil.
b) Technology Absorption
Your Company is not engaged in manufacturing activities, therefore there is no specific
information to be furnished in this regard.
There was no expenditure incurred on Research and Development during the period under
review.
c) Foreign Exchange Earnings and Outgo
The foreign exchange earnings and outgoes are given below:
Total Foreign Exchange earned |
Nil |
Total Foreign Exchange used |
Rs.320.10 Lakhs |
ANNUAL RETURN
The Annual Return as of March 31, 2025, under Section 92(3) of the Act read with
Companies (Management and Administration) Rules, 2014, can be accessed at the website of
the Company at https://maxfinancialservices.com/static/uploads/financials/
annual-return-2025.pdf
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, it is hereby confirmed that:
a) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;
b) The Directors 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 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 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.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS
During the year under review, there were no such significant material orders passed by
the regulators or courts or tribunals that could impact on the going-concern status and
the company's operations in the future.
TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO THE INVESTOR EDUCATION AND PROTECTION FUND
The Company paid Final Dividend in FY 2015-16 and the unpaid dividend was transferred
to a separate account in same year within prescribed time. The Company did not declare any
dividends since then. In terms of the provisions of Section 124 (5) of the Companies Act,
2013 read with Investor Education and Protection Fund (IEPF) Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016, the amount of dividend which remains unpaid/ unclaimed
for more than 7 years, from the date of the payment of dividend shall be mandatorily
transferred by the Company to the Investor Education and Protection Fund (IEPF).
Further as per Section 124(6) of the Companies Act 2013, all shares in respect of which
dividend has not been paid or claimed for seven consecutive years or more are required to
be transferred by the Company in the name of Investor Education and Protection Fund.
The Company had declared Final Dividend for the financial year 2015-16 on May 30, 2016.
The unpaid/unclaimed dividend for the aforesaid Final Dividend for FY 2015-16 was due for
transfer to IEPF Authority on October 18, 2023.
Further, the equity shares on which dividend have not been claimed/encashed for a
continuous period of the last seven years i.e. from F.Y. 2015-16 shall also be mandatorily
transferred by the Company to IEPF as per the provisions of Section 124(6) of the
Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016.
In this regard, the Company had given adequate notice individually to the concerned
shareholders on June 30, 2023, through Registered Post advising them to encash the said
dividend. Further, the Company had published an advertisement on July 7, 2023, to the
members of the Company, advising them to encash the said dividends in Business Standard
(English), all editions and Desh Sewak (Punjabi), Chandigarh edition for the information
of the members of the Company.
In this regard, a sum of Rs. 19,42,212/- which was lying as unpaid/unclaimed dividend
in the Dividend Account No. 000184400012183 viz., Final Dividend for FY 2015-16 of the
Company with Yes Bank was remitted to IEPF on October 25, 2023. Further, 1,10,529 equity
shares of Rs. 2/- each were also transferred by the Company to Investor Education and
Protection Fund on November 16, 2023, as per Section 124(6) of the Companies Act 2013,
being shares in respect of which dividend have not been encashed or claimed for seven
consecutive years or more.
On transferring the aforesaid equity shares to IEPF, the members will now have recourse
to IEPF to reclaim the shares by providing documentary evidence to IEPF as provided under
the Companies Act, 2013.
UNCLAIMED SHARES
Regulation 39(4) of the SEBI Listing Regulations inter alia requires every listed
company to comply with a certain procedure in respect of shares issued by it in physical
form, pursuant to a public issue or any other issue and which remained unclaimed for any
reason whatsoever.
The face value of the shares of the Company was split from Rs.10/- each to Rs.2/- each
in the year 2007. Certain share certificates were returned undelivered and were lying
unclaimed. The Company had sent necessary reminders to concerned shareholders, and
subsequently, such shares were transferred to the Unclaimed Suspense Account.
The voting rights on the equity shares lying in the said Unclaimed Suspense Account
shall remain frozen till the rightful owner claims such shares. Further, all corporate
benefits in terms of securities accrued on the said unclaimed shares viz. bonus shares,
split, etc., if any, shall also be credited to the said Unclaimed Suspense Account.
The shareholders concerned are requested to write to the Registrar and Share Transfer
Agent to claim the said equity shares. On receipt of such claim, additional documents may
be called for and subject to its receipt and verification, the said shares lying in the
said Unclaimed Suspense Account shall be transferred to the depository account provided by
the concerned shareholder(s) or the Letter of Confirmation shall be delivered to the
registered address of the concerned shareholder(s).
The details of Equity Shares held in the Unclaimed Suspense Account are as follows:
S. Particulars |
No. of Shareholders |
No. of Equity Shares |
| 1. The Aggregate number of shareholders and the outstanding shares
originally lying in the Unclaimed Suspense Account (as at the beginning of the financial
year i.e., April 1, 2024) |
135 |
38,045 |
| 2. Number of shareholders who approached the listed entity for transfer
of shares from the Unclaimed Suspense Account during the year |
*1 |
500 |
| 3. Number of shareholders to whom the shares were transferred from the
Unclaimed Suspense Account during the year |
*1 |
500 |
| 4. The aggregate number of shareholders and the outstanding shares in the
Suspense Account (as of the end of the financial year i.e., March 31, 2025) |
134 |
37,545 |
Till the date of this report, the Company had approved 2069 such claims from
shareholders for 4,37,765 shares, for transfer of the shareholding back to the
shareholders from the Unclaimed Suspense Account in Demat form.
CAUTIONARY STATEMENT
Statements within the report, especially those found in the Management Discussion and
Analysis section, which describe the company's or subsidiary's objectives, projections,
estimates, and expectations, may be considered "forward looking statements"
within the purview of applicable laws and regulations.
Forward-looking statements inherently involve risks, uncertainties, and assumptions.
Actual results may differ materially from those expressed or implied in these statements
due to various factors such as changes in market conditions, regulatory environments,
economic conditions, competitive pressures, technological advancements, and other
unforeseen circumstances.
Therefore, readers and stakeholders should exercise caution when interpreting
forward-looking statements and should not unduly rely on them for making investment
decisions or forming expectations about future performance. The company cannot guarantee
that the outcomes or events described in these statements will materialize as anticipated.
The company may not update these forward-looking statements, except as required by law,
and disclaims any obligation to do so. This disclaimer serves to remind readers of the
inherent uncertainties associated with forward-looking statements and underscores the
company's commitment to transparency and prudent disclosure practices.
ACKNOWLEDGMENTS
A company's success is often a result of the collective efforts of its team, and
acknowledging their contributions is essential for fostering a positive work environment.
Your Directors would like to place on record their appreciation of the contribution
made by its management and its employees that enabled the Company to achieve impressive
growth.
Your directors also acknowledge with thanks the cooperation and assistance received
from various agencies of the Central and State Governments, Financial Institutions and
Banks, Shareholders, Joint Venture partners, and all other business associates. Such
acknowledgment strengthens relationships and fosters goodwill among key stakeholders,
which is vital for sustaining long-term partnerships and achieving mutual goals.
By expressing appreciation to all those who have contributed to the company's growth
and success, your directors not only demonstrate humility but also reinforce a culture of
gratitude and appreciation within the organization. This, in turn, can help to inspire
continued dedication and commitment from all stakeholders as the company moves forward.
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On behalf of the Board of Directors |
|
Max Financial Services Limited |
|
Analjit Singh |
|
Chairman |
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DIN: 00029641 |
Place: Florence, Italy |
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Date: May 13, 2025 |
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