Max Ventures and Industries Ltd. के निदेशक की रिपोर्ट

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting their 3^rd Board''s Report along with the Audited Financial Statements of your Company for the financial year ended March 31, 2018. The Consolidated Performance of the Company and its subsidiaries has been referred to wherever required.

Pursuant to section 133 of the Companies Act, 2013 (''Act'') read with Rule 4(1)(iii) of Companies (Indian Accounting Standards) Rules, 2015, Indian Accounting Standards (''IND AS'') become applicable to the Company effective from FY 2017-18 and accordingly the Financial Statements for the year ended and as on March 31, 2018 have been prepared in accordance with IND AS. The Company is in Phase-2 of IND AS adoption, accordingly date of transition is April 1, 2016.

Standalone Financial Results

The Standalone financial performance of your Company for the third financial year ended March 31, 2018 is summarized below:

Rs. in Lakhs

Particulars	From April 01, 2017 to March 31, 2018	From April 01, 2016 to March 31, 2017
Income
revenue from operations	2,887.11	1,482.44
other Income	7,525.47	6.96
Total Revenues (I)	10,412.58	1,489.40
Expenditure
Employee benefits expense	663.15	621.46
Finance costs	1.03	208.61
depreciation and amortization expense	12.98	5.22
other expenses	2,055.45	919.15
Total Expenses (II)	2,732.61	1,754.44
Profit/(Loss) before Tax (I)-(II)	7,679.97	(265.04)
Tax expense	1,679.26	21.49
Profit/(Loss) after Tax	6,000.71	(286.53)

Consolidated Financial Results

The Consolidated financial performance of your Company and its subsidiaries for the third financial year ended March 31, 2018 is summarized below:

Rs.in Lakhs

Particulars	From April 01, 2017 to March 31, 2018	From April 01, 2016 to March 31, 2017
Income
revenue from operations	73,891.73	71,953.81
other Income	1,139.76	1,200.55
Total Revenues (I)	75,031.49	73,154.36
Expenditure
Cost of raw materials consumed	58,439.97	52,635.83
Change in inventories of finished goods, traded goods and work in progress	(6,111.79)	(6,089.89)
Excise duty on sale of goods	1,402.25	5,808.50
Employee benefits expense	4,120.84	4,171.02
Finance costs	2,301.99	3,275.99
depreciation and amortization expense	2,288.50	2,028.43
other expenses	11,474.73	12,155.89
Total Expenses (II)	73,916.49	73,985.77

Particulars	From April 01, 2017 to March 31, 2018	From April 01, 2016 to March 31, 2017
Profit/(Loss) before Tax (I)-(II)	1,115.00	(831.41)
Attrinitable Tax expense	779.44	(166.73)
Profit/(Loss) after Tax	335.56	(664.68)
Attributable to:
Equity holders of parent	370.35	(669.50)
Non-controlling interest	(34.79)	4.82

Company''s Performance / Operations

In Financial Year 2017-18, the Company reported Consolidated Revenues from operations of Rs. 75,031.49 lakhs and a Profit of Rs. 335.56 lakhs. The Company''s flagship business Max Speciality Films Limited accounted for Rs. 68,236.47 lakhs in revenues.

Dividend

Considering the future business plans of the Company, the Board of directors of the Company do not recommend dividend for the year ended March 31, 2018, on the equity share capital of the Company.

Transfer to Reserves

Consequent to the preferential issue of equity shares and on account of issuance of employee stock option an amount of Rs. 2,345.24 Lakhs and Rs. 32.61 Lakhs, respectively have been transferred to the share premium Account of the Company. the Company did not transfer any amount out of profits to Capital Reserve during the year.

Share Capital and allotment of shares

During the year under review, the members through Postal Ballot Process on December 19, 2017 increased the authorized share capital of the Company from Rs. 1,10,00,00,000 (Rupees One Hundred and Ten Crores Only) divided into 11,00,00,000 (Eleven Crores) equity shares of Rs. 10/- (Rupees ten only) each to Rs. 1,50,00,00,000 (Rupees One Hundred and Fifty Crores Only) divided into 15,00,00,000 (Fifteen Crores) equity shares of Rs. 10/- (Rupees ten only) each.

Further, 6,780 (Six Thousand Seven Hundred and Eighty) and 2,14,553 (Two Lakhs Fourteen Thousand Five Hundred and Fifty-Three) equity shares of Rs. 10/-(Rupees ten only) each of the Company were allotted on April 20, 2017 and August 21, 2017 respectively for cash at par/premium arising from the exercise of Stock options granted to stock option holders under "Max Ventures and Industries Employee Stock Plan - 2016".

The Paid up Equity Share Capital of the Company as on March 31, 2018 is Rs. 72,64,81,050 (Rupees Seventy-Two Crores Sixty Four Lakhs Eighty-One Thousand and Fifty only) comprising of 7,26,48,105 (Rupees Seven Crores Twenty six Lakhs Forty Eight Thousand and one Hundred and Five only) equity shares of Rs. 10/- (Rupees Ten only) each.

Further, the shares alloted by the company after the previous financial year ended on March 31, 2018 and the date of this report are as under:

4,880 (Four Thousand Eight Hundred and Eighty) equity shares of Rs. 10/- (Rupees Ten only) each of the Company were allotted on April 11, 2018 for cash at par arising from the exercise of stock options granted to Stock option holders under Max Ventures and Industries Employee Stock Plan - 2016.

Further, 7,37,53,787 (Seven Crores Thirty-Seven Lakhs Fifty-Three Thousand Seven Hundred and Eighty Seven) equity shares of face value of Rs. 10/- (Rupees ten only) each of the Company were allotted to the eligible shareholders of the Company on August 10, 2018 in terms of the Letter of Offer dated June 29, 2018 and persons who have acquired the rights Equity shares entitlement from the Eligible Shareholders, at an issue price of Rs. 61 (Rupees sixty one only) per Rights Equity Share (including a premium of Rs. 51 (Rupees fifty one only) per equity share) as per the Basis of Allotment approved by the Designated Stock Exchange.

Consequently, the Paid- up Equity Share Capital of the Company as on the date of this report is Rs. 146,40,67,720 (Rupees One Hundred and Forty Six Crores Forty Lakhs Sixty-Seven Thousand Seven Hundred and Twenty only) comprising of 14,64,06,772 equity shares of Rs. 10/-(Rupees Ten only) each.

Extracts of Annual Return

An extract of the Annual Return as at March 31, 2018 in prescribed Form MGT-9 forms part of this report as ''Annexure - 1''.

Till date, the Company under its "Max Ventures and Industries Employee Stock Plan - 2016" (''ESOP Plan'') issued and allotted 2,83,421 (Two Lakhs Eighty Three Thousand Four Hundred and Twenty-One) equity shares of Rs. 10/- (Rupees Ten only) each of the Company for cash at par/premium arising from the exercise of Stock options granted to stock option holders under the ESOP Plan.

Pursuant to the ''Employee Phantom Scheme 2017'' ("EPS"), approved by the Board on February 17, 2017, the eligible employees of our Company were granted notional stock appreciation right (SAR) units at a predetermined grant price. Such eligible employees were to receive cash payment for appreciation in the share price over the grant price for the awarded sAr unit, based on the performance criteria achieved by the Company. Certain Key Management Personnel were granted 1,72,761 SAR units as per the EPS out of which 1,44,333 units are unvested and 28,428 units are vested.

Further, pursuant to the approval of Nomination and Remuneration Committee of our Board, in its meeting held on March 23, 2018, certain Key Management Personnel were granted 1,93,570 units under ESOP Plan effective April 1, 2018 under which, all unvested units i.e. 1,44,333 units under EPS stand converted into ESOP grants. Thus, status of vested units i.e. 28,428 units under EPS remains unchanged.

Details of options granted upto March 31, 2018 and other disclosures as required under securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and Rule 12(9) of Companies (Share Capital & Debentures) Rules, 2014 for the financial year 2017-18 are enclosed as ''Annexure-2'' to this report.

Material Changes between the end of Financial Year and the date of this Report

Issue of shares on Rights Issue Basis - The Board of Directors of the Company in their meeting held on January 15, 2018 announced the raising of funds by way of offer and issue of equity shares to the existing members of the Company on rights basis for an amount aggregating upto Rs. 450 Crores ("Issue"). In pursuance to the Issue, the Company had issued 7,37,53,787 (Seven Crores Thirty Seven Lakhs Fifty Three Thousand Seven Hundred and Eighty Seven) equity shares of face value of Rs. 10 (Rupees Ten only) each for cash at a price of Rs. 61 (Rupees Sixty One only) per rights equity share including a premium of Rs. 51 (Rupees Fifty One only) per rights equity share aggregating to Rs. 44,989.81 lakhs on a rights basis in the ratio of 67 rights equity share for 66 fully paid-up equity shares held by the eligible shareholders of our Company on the record date, that is June 22, 2018.

The Company has allotted 7,37,53,787 equity shares of face value of Rs. 10 each for cash at a price of Rs. 61 per rights equity share to the eligible shareholders on August 10, 2018.

Launch of Line 5 by Max Speciality Films Limited (MSFL), a subsidiary of the Company - MSFL, one of India''s leading manufacturers of BOPP packaging films, launched its fifth BOPP films manufacturing line (Line 5) which significantly increased its capacity from 46.35 Kilo Tonnes Per Annum (KTPA) to 80.85 KTPA. MSFL''s Line 5 is designed to meet trends for recyclability, ultra-high barriers and print receptivity. The line will be able to manufacture thicker films with advanced properties making it environment-friendly since it is conducive to recycling and reducing the usage of plastic per pack.

Subsidiaries, Joint Ventures and Associates

During the year under review, Max Estates Limited, a wholly owned subsidiary of the Company had acquired Wise Zone Builders Private Limited on April 29, 2017. As on March 31, 2018, your Company has following subsidiaries:

(i) Max Speciality Films Limited;

(ii) Max Estates Limited;

(iii) Max I. Limited;

(iv) Max Learning Limited; and

(v) Wise Zone Builders Private Limited

The Company do not have any associate company.

The relevant details of Max Speciality Films Limited, Max Estates Limited, Max I. Limited, Max Learning Limited and Wise Zone Builders Private Limited (i.e. the subsidiaries in existence during the reporting period) form part of the Extract of Annual Return given in ''Annexure - 1'' to this Report.

Form AOC-1 containing the salient features of financial statements of the Company''s subsidiaries, associates and joint ventures is attached and forms part of the financial statements of the Company.

Further, a detailed update on the performance of your Company''s subsidiaries is furnished in the Management Discussion and Analysis section which forms a part of this Report.

As provided in Section 136 of the Companies Act, 2013, (Act) 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.

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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (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 M/s Sanjay Grover & Associates, Practicing Company Secretaries regarding compliance with the regulations of Corporate Governance pursuant to Part E of Schedule V of Listing Regulations and a certificate from the Managing Director and Chief Financial Officer on compliance of Part B of Schedule II of Listing Regulations forms part of the Corporate Governance Report.

Management Discussion & Analysis

In terms of Regulation 34 of Listing Regulations, a review of the performance of the Company, including those of your Company''s subsidiary, is provided in the Management Discussion & Analysis section, which forms part of this Annual Report.

Directors

As on March 31, 2018, your Board of Directors comprised of eight members with one Executive Director and seven Non-Executive Directors out of which four were independent.

During the financial year under review, Mrs. Sujatha Ratnam resigned from the position of Additional Director on June 28, 2017. The Board places on record its appreciation for the valuable contributions made by her during her association with the Company.

Further, on July 24, 2018 Mrs. Sujata Keshavan Guha resigned from the position of Independent Director of the Company. The Board places on record its appreciation for the valuable contributions made by her during her association with the Company.

In terms of Section 152 of the Act and the Articles of Association of the Company, Mr. Analjit Singh and Mr. Arthur Seter Harutyun are eligible to retire by rotation in the ensuing Annual General Meeting and offer themseleves for re-appointment.

Board Meetings

The Board of Directors met 9 (Nine) times during the period from April 01, 2017 till March 31, 2018. The meeting details are provided in the Corporate Governance Report which forms part of this Annual Report.

Statement of Declaration by Independent Directors

In terms of Section 149(6) of the Act and Regulation 25 of Listing Regulations, the Company has received declaration of Independence from all Independent Directors namely Mr. Kummamuri Narasimha Murthy, Mr. Dinesh Kumar Mittal, Mr. Ashok Brijmohan Kacker and Mrs. Sujata Keshavan Guha.

Key Managerial Personnel

In terms of provisions of Section 203 of the Act, Mr. Sahil Vachani is Managing Director and CEO, Mr. Nitin Kumar Kansal is the Chief Financial Officer and Mr. Gopalakrishnan Ramachandran is the Company Secretary of the Company.

During the year under review, Mr. Alok Goel resigned from the position of Company Secretary w.e.f. October 03, 2017. Mr. Gopalakrishnan Ramachandran was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. January 15, 2018.

Committees of Board of Directors

During the year ended March 31, 2018, the Company has four committees of Board of Directors of the Company viz. Audit Committee, Nomination & Remuneration Committee, Stakeholder''s Relationship Committee and Investment & Finance Committee 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.

The Board in its meeting held on May 17, 2018 constituted a Corporate Social Responsibility (''CSR'') Committee which in its first meeting held on July 24, 2018 formulated a CSR Policy and identified the activities to be undertaken by the Company in line with the activities prescribed in Schedule VII to the Act, for CSR activities. The CSR policy of the Company is available on Company''s website at https://www.maxvil. com/shareholder-information/.

A detailed note on Board and Committees composition, its terms of references are provided in the Corporate Governance Report which forms part of this Annual Report.

Independent Directors'' Meeting

All the independent Directors had a separate meeting on July 20, 2017during the Financial Year 2017-18. Further, all the Independent Directors excluding Mrs. Sujata Keshavan Guha (who was granted Leave of absence) met on July 24, 2018, inter-alia, to:

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

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

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

The performance evaluation of the Board as stipulated under Listing Regulations and Section 134 of the Act read with Rule 8(4) of the Companies (Account) Rules, 2014, 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 Chairman.

The performance evaluation was carried out by obtaining feedback from all Directors through a confidential online survey mechanism through Diligent Boards which is a secured electronic medium through which the Company interfaces with its Directors. The Directors were also provided an option to participate in physical mode. The outcome of this performance evaluation was placed before Nomination and Remuneration Committee, Independent Directors'' Committee and the Board in their meetings for the consideration of members.

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.

Nomination & Remuneration Policy

In adherence to the provisions of Section 134(3)

(e) and 178 of the Act, 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. The said Policy is attached as ''Annexure - 3'' and is also available on our website at https://www.maxvil.com/shareholder-information/.

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

The 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 in accordance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received relating to sexual harassment.

During the period under review and till the date of this report, no complaint pertaining to sexual harassment was received under the provisions of the Act.

Particulars of Loans, Guarantees or Investments in Securities

The details of loans, guarantees and investments are provided in Note 35 to the standalone 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 under the Act were in the ordinary course of business and on an arm''s length basis. Further, your Company did not enter into any Related Party Transaction which may be considered material in terms of the Listing Regulations and thus disclosure in Form AOC-2 is considered to be not applicable to the Company.

The details of all related party transactions forms part of notes to the financial statements attached to this 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 at https://www.maxvil.com/shareholder-information/.

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, 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 the Company and/or its key operating subsidiaries have been dealt in detail in the Management Discussion and Analysis Report which forms part of this Annual Report and Information Memorandum filed by the Company with the Stock Exchanges while obtaining listing approval of its shares. A copy of the same can be accessed at the Company''s website at https://www.maxvil.com/announcements/.

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 at https://www. maxvil.com/shareholder-information/

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 during the period under review.

The information required under Section 197(12) of the Act read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, is given in ''Annexure - 4''.

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 Act 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 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 for the year ended March 31, 2018 are given below:

Total Foreign Exchange earned : Nil

Total Foreign Exchange used : Rs. 35.24 Lakhs

Statutory Auditors and Auditors'' Report

Pursuant to provisions of Section 139 and other applicable provisions, if any, of the Act, M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, (Firm Registration No. 301003E) were appointed as Statutory Auditors of the Company at Annual General Meeting held on September 27, 2016 to hold office till the conclusion of the 5th AGM of the Company to be held in the year 2020, subject to ratification of their appointment in every Annual General Meeting held during their tenure.

However, in view of the notification dated May 07, 2018 issued by the Ministry of Corporate Affairs, requirement for ratification of appointment of auditor by Shareholders has been done away.

The Company has received letter from M/s S.R. Batliboi & Co., LLP, Chartered Accountants, to the effect that ratification of their appointment as Statutory Auditors of the Company, if made, would be within the limits the prescribed limits under Section 139 of the Act and they are not disqualified for their appointment. Accordingly, the Board of Directors in its meeting held on May 17, 2018 ratified the appointment of M/s. S.R. Batliboi & Co., LLP, as Statutory Auditors of the Company for the financial year 2018-19.

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

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors appointed M/s. Sanjay Grover & Associates, Company Secretaries to undertake the Secretarial Audit of your Company. The Report of the Secretarial Auditor has been annexed as ''Annexure - 5'' to this Report, which does not contain any qualification, reservation or adverse remarks.

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.

Reporting of Frauds by Auditors

During the year under review, neither the statutory auditors nor the internal auditors or secretarial auditors have reported to the Audit Committee under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would needs to be mentioned in the Board''s Report.

Cost Records

During the year under review, the provisions of section 148(1) of the Act relating to maintenance of cost records does not apply to the Company.

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 effectiveness were observed.

Further, the testing of such controls was also carried out independently by the Statutory Auditors for FY 2017-18.

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.

Secretarial Standards

The Company complies with the applicable secretarial standards issued by the Institute of Company Secretaries of India.

Directors'' Responsibility Statement

In terms of Section 134(3)(c) of the Act 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, 2018 and of the profit of the Company for year 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 Act 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

Pursuant to the provisions of Regulation 39 of the Listing Regulations, the Company has transferred the unclaimed equity shares aggregating to 1,17,159 Equity shares held by 2,317 shareholders on 18^th July, 2017 in to the Demat Account titled as ''MAX VENTURES AND INDUSTRIES LIMITED- UNCLAIMED SUSPENSE ACCOUNT''. The Equity Shares transferred to said Unclaimed Suspense Account belong to the members who have not claimed their Share Certificates pertaining to the Equity Shares of the Face Value of Rs. 10/- each.

The details of Equity Shares held in the Unclaimed Suspense Account have been provided in the Corporate Governance Report which forms part of the Annual Report.

Significant and/or material Orders passed by Regulators or the Courts

There were no significant and/or material orders passed against your Company by the regulators / courts / tribunals during the period under review impacting the going concern status and your Company''s operations in future.

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 towards the growth of the Company. 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 and all other business associates.

on behalf of the Board of Directors

Max Ventures and Industries Limited

Sahil Vachani

Managing Director & CEo

DIN:00761695

Mohit Talwar

Date: August 10, 2018 Vice-Chairman

Place: Noida, U.P. DIN: 02394694

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Mar 31, 2016

Dear Members,

Your Directors have pleasure in presenting their first report along with the Audited Financial Statements of your Company for the period covering January 20, 2015 being the date of incorporation of the Company, upto March 31, 2016.

Standalone Financial Results

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

(Rs. in Lacs)

Particulars	Period from January 20, 2015 to March 31, 2016
Income
Revenue from Operations	980.43
Other Income
Total Revenues (I)	980.43
Expenditure
Employee Benefits Expense	192.61
Depreciation & Amortization	7.34
Other Expenses	459.05
Total Expenses (II)	659.00
Profit/(Loss) before Tax	321.43
Tax expense	33.71
Profit/(Loss) after Tax	287.72

Consolidated Financial Results

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

(Rs. in Lacs)

Particulars	Period from January 20, 2015 to March 31, 20161
Income
Revenue from Operations	70,269.71
Other Income	803.83
Total Revenues (I)	71,073.54
Expenditure
Cost of Materials consumed	45,361.43
Employee Benefits Expense	3,976.40
Depreciation & Amortization	1,920.00
Other Expenses	13,651.80
Finance Expenses	3,438.78
Total Expenses (II)	68,348.41
Profit/(Loss) before Tax	2,725.13
Tax expense	786.45
Profit/(Loss) after Tax	1,938.68

Dividend

The year under review was the first financial year of the Company’s operations. Therefore, considering the future business plans of the Company, the Board of Directors did not recommend any dividend for the period ended March 31, 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. 13,042.52 Lacs and Employee Stock Option outstanding Reserve amounting Rs. 19.16 Lacs, both arising on account of said scheme, have been transferred to the Company.

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

Scheme of Arrangement

In terms of the Composite Scheme of Arrangement between Max Financial Services Limited (formerly known as ‘Max India Limited’) (‘MFSL’), Max India Limited (formerly known as ‘Taurus Ventures Limited’) and Max Ventures and Industries Limited (formerly known as ‘Capricorn Ventures Limited’) (“the Company”) 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 Specialty Films, into the Company. Accordingly, the Investment held by MFSL in Max Specialty Films Limited stood transferred to the Company w.e.f. appointed date i.e. April 01, 2015. Share Capital and allotment of shares on account of 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 50,000 (Fifty Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each.

The aforesaid initial authorized share capital of the Company was increased to Rs. 600,000,000/- (Rupees Sixty Crores only) comprising of 60,000,000 (Six Crores) Equity Shares of Rs. 10/-(Rupees Ten) each on January 13, 2016 in accordance with the provisions of applicable laws.

As per the requirement of the Composite Scheme of Arrangement, the Company has issued and allotted a total of 53,396,800 (Five Crores Thirty Three Lakhs Ninety Six Thousand Eight Hundred) equity shares on March 7, 2016, in the ratio of 1 (one) equity share of Rs. 10 each fully paid up of the Company for every 5 (five) 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 Lacs only) which was held by the MFSL and its nominees was cancelled.

The Paid up Equity Share Capital of the Company as on the date of this report is Rs. 533,968,000/- (Rupees Fifty Three Crores Thirty Nine Lacs Sixty Eight Thousand only) comprising of 53,396,800 (Five Crores Thirty Three Lacs Ninety Six Thousand Eight Hundred) equity shares of Rs. 10/- (Rupees Ten only) each.

Change of Name and Object Clause

Your Company was originally incorporated as Capricorn Ventures Limited on January 20, 2015. Pursuant to the Composite Scheme of Arrangement coming into effect, the Company was re-named as MAX VENTURES AND INDUSTRIES LIMITED and a fresh Certificate of Incorporation was obtained, subsequent to change of its name on January 22, 2016.

Further during the period under review, the Company amended the objects clause of its Memorandum of Association, inter-alia, to include few more objects like carrying out of activities relating to packaging materials, packaging systems, real estate business, management and consultancy services, education and learning, hospitality, electronic appliances & electrical equipments and promoting, holding and nurturing of companies having similar objects as that of the Company.

Listing of Equity Shares

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 June 20, 2016. The equity shares of the Company are traded on BSE (Scrip Code ‘539940’) and NSE (Symbol ‘MAXVIL’) effective from June 22, 2016.

The ISIN number for dematerialization of the equity shares of the Company is INE154U01015.

Employee Stock Option Plan

The Composite Scheme of Arrangement, inter-alia, provides that with respect to the stock options granted by the 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 of MFSL shall be issued one stock option by the Company of face value of Rs. 10/- each under the new scheme for every five (5) stock options held in MFSL of face value of Rs. 2/- each, whether the same are vested or not, on the terms and conditions similar to the existing Stock Option Plan of MFSL.

Accordingly, the Board of directors in its meeting held on May 10, 2016, approved and adopted the existing ESOP Scheme of MFSL as ESOP Scheme of your Company and named it as “MAX VENTURES AND INDUSTRIES EMPLOYEE STOCK PLAN - 2016” (''ESOP Plan'').

The Company is in the process of implementation of ESOP Plan. It may be further noted that 25,03,560 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 5,00,711 nos. stock options of face value of Rs. 10/- per share of the Company under new ESOP Plan on similar terms and conditions.

Material changes between the end of Financial Year and the date of this Report

The Board of Directors of your Company, in their meeting held on May

10, 2016 approved the investment in Azure Hospitality Private Limited. Subsequently, Max I. Limited, a wholly owned subsidiary of your Company, invested an amount of Rs. 33.50 crores in 7,615,947 (Seven Million Six Hundred and Fifteen Thousand Nine Hundred and Forty Seven) compulsorily convertible debentures and 100 (One Hundred) equity shares of Azure Hospitality, amounting to 11.17% of the paid up share capital of Azure Hospitality (on a fully diluted basis), which were allotted on July 19, 2016.

Open Offer

The Promoters of the Company had issued a Public Announcement on June 22, 2016 in respect of the Open Offer ("Offer") for acquisition of up to 18,473,049 Equity Shares of face value of Rs. 10 each representing 36.40% of the issued, subscribed and paid-up capital and 34.27% of the fully diluted voting share capital of your Company ("Target Company") at a price of Rs. 31.50 per Equity share through Siva Enterprises Private Limited and P V T Ventures Private Limited (collectively "the Acquirers"). Axis Capital Ltd., the Manager to the Offer, has issued a Detailed Public Statement on June 29, 2016 in respect of the Offer.

Extract of Annual Return

An extract 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 appointed date, Max Specialty Films Limited became a subsidiary of your Company effective April 1, 2015. Further, your Company incorporated the following wholly owned subsidiaries:

(i) Max Estates Limited on March 22, 2016; and

(ii) MAX I. Limited on June 23, 2016

There are no associates or joint ventures of your Company.

The basic details of Max Specialty Films Limited and Max Estates Limited (i.e. the subsidiaries in existence during the reporting period) form part of the Extract of Annual Return given in ‘Annexure - 1'' to this Report.

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

Further, a detailed update on the performance of your Company’s subsidiaries is furnished in the Management Discussion and Analysis section which forms a part of this Report.

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.

Corporate Governance

The Company was unlisted during the period 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”) were not applicable.

Management Discussion & Analysis

A review of the performance of Company, including those of your Company’s operating subsidiary, is provided in the Management Discussion & Analysis section which is attached elsewhere in this Annual Report.

Directors

Upon the Composite Scheme of Arrangement becoming effective, the Board of the Company was significantly reconstituted on January 15, 2016. As on March 31, 2016, your Board of Directors comprised of ten members (detailed below) with one Executive Director and nine Nonexecutive Directors out of which five (5) were independent, as under:

S. No.	Name of Directors	DIN	Category/ Position	Date of appointment
1.	Mr. Analjit Singh	00029641	Chairman / Non- Executive Director	15-01-2016
2.	Mr. Sahil Vachani	00761695	Managing Director & CEO	15-01-2016
3.	Mr. Mohit Talwar	02394694	Vice Chairman and Nonexecutive Director	15-01-2016
4.	Ms. Sujatha Ratnam	00403024	Non - Executive Director	15-01-2016
5.	Mr. Sanjeev K. Mehra #	02195545	Non - Executive Director	15-01-2016
6.	Mr. N. C. Singhal	00004916	Independent Director	15-01-2016
7.	Mr. K. Narasimha Murthy	00023046	Independent Director	15-01-2016
8.	Mr. D. K. Mittal	00040000	Independent Director	15-01-2016
9.	Dr. S. K. Bijlani	01040271	Independent Director	15-01-2016
10.	Mr. Ashok Kacker	01647408	Independent Director	15-01-2016

# Ms. Lavanya Ashok was appointed as an alternate Director to Mr. Sanjeev Mehra w.e.f. May 10, 2016.

All the above stated ten (10) 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.

Further, Mr. N. C. Singhal shall retire from the Board of Directors of the Company on August 10, 2016, in terms of the Articles of Association of the Company. The Board places on record its appreciation for the valuable contributions made by Mr. Singhal during his association with the Company.

The Company has received notices under Section 160 of the Companies Act, 2013 from members proposing the candidature of the additional directors for being appointed as directors of the Company, along with the requisite deposit as prescribed. The Board of Directors recommend to the shareholders for their appointment as Directors of the Company. The brief particulars of all the above directors as required under Regulation 36(3) of the Listing Regulations forms a 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. Kummamuri Murthy Narasimha, Mr. Dinesh Kumar Mittal, Dr. Subhash Khanchand Bijlani and Mr. Ashok Brijmohan Kacker, as Independent Directors of the Company, form part of the notice of the ensuing Annual General Meeting.

Subject to the approval of shareholders of the Company to be obtained at the ensuing Annual General Meeting and upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in its meeting held on January 15, 2016, appointed Mr. Sahil Vachani 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.

In terms of Section 152 of the Act 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 in the directorship of your Company that took place during the year under review are as under:

Mr. Venkatraman 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 namely, Mr. Kuldeep Singh Bisht, Mr. Harish Bhardwaj and Mr. Kanhaiya Prasad. Further, Mr. Rahul Ahuja and Mr. Jatin Khanna ceased to be the Directors on January 15, 2016, when arising from the Scheme the Board of the Company was reconstituted, and Mr. Venkatraman Krishnan ceased to be a Director w.e.f. February 5, 2016.

The Board of Directors met 13 times during the period from January 20, 2015 till March 31, 2016 on following dates:

S. No.	Date	Board Strength	No. of Directors Present
1	January 22, 2015	3	3
2	February 5, 2015	3	3
3	February 7, 2015	3	3
4	March 2, 2015	3	3
5	April 13, 2015	3	3
6	April 20, 2015	3	3
7	August 10, 2015	3	3
8	September 28, 2015	3	3
9	November 23, 2015	3	3
10	December 15, 2015	3	2
11	January 15, 2016	3	2
	Adjourned Meeting	10	9
12	February 09, 2016	10	9
13	March 7, 2016	10	4

The attendance of the Directors at the Board meetings held during the period under review, are as below:

Name of directors	Designation	Board Meetings
		Held during tenure	Attended
Mr. Analjit Singh	Chairman	3	2
Mr. Mohit Talwar	Vice Chairman & Director	3	2
Mr. Sahil Vachani	Managing Director and CEO	3	3
Mr. N.C Singhal	Independent Director	3	3
Mr. D.K Mittal	Independent Director	3	2
Mr. Ashok Kacker	Independent Director	3	2
Mr. K. Narasimha Murthy	Independent Director	3	3
Mrs. Sujatha Ratnam	Non-Executive Director	3	3
Mr. Subash K. Bijlani	Independent Director	3	2
Mr. Sanjeev Mehra	Non-Executive Director	3	0
Mr. Kuldeep Singh Bisht	Director	3	3
Mr. Harish Bhardwaj	Director	3	3
Mr. Kanhaiya Prasad	Director	3	3
Mr. Rahul Ahuja	Director	9	7
Mr. V. Krishnan	Director	9	9
Mr. Jatin Khanna	Director	9	9

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 all Independent Directors namely Mr. Naresh Chand Singhal, Mr. Kummamuri Murthy Narasimha, Mr. Dinesh Kumar Mittal, Dr. Subhash Khanchand Bijlani and Mr. Ashok Brijmohan Kacker.

Key Managerial Personnel

In terms of provisions of Section 203 of the Act, Mr. Sahil Vachani -Managing Director and CEO and Mr. Alok Goel - Company Secretary were appointed as Key Managerial Personnel (KMP) of the Company w.e.f. January 15, 2016. Further, Mr. Nitin Kumar Kansal, Head -Finance of the Company was appointed and designated as the Chief Financial Officer of the Company, w.e.f. August 9, 2016.

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. Mr. Alok Goel, the Company Secretary of the Company acts as the Secretary to the Committees of the Board.

(i) Audit Committee:

The Audit Committee of the Board comprising of Mr. Ashok Kacker as Chairman, Mr. D. K. Mittal and Mr. Mohit Talwar as its members, was constituted on January 15, 2016. Mr. Sahil Vachani, Managing Director and CEO, is a permanent invitee to the Committee meetings.

All the members of the Audit Committee are financially literate and the Chairman Mr. Ashok Kacker possesses the required accounting and financial management expertise.

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

The committee met two times during the period under review, viz., on January 15, 2016 and February 9, 2016. All members were present in both the meetings.

(ii) Nomination & Remuneration Committee:

The Nomination and Remuneration Committee of the Board comprising of Mr. K. N. Murthy as Chairman, Mr. D. K. Mittal, Mr.

Ashok Kacker and Mr. Mohit Talwar 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.

The Nomination & Remuneration Committee met on January 15, 2016 during the period under review, wherein all members of the Committee were present.

(iii) Stakeholder''s Relationship Committee:

The Stakeholder’s Relationship Committee comprising of Mr. Mohit Talwar as Chairman, Mr. Ashok Kacker and Mr. Sahil Vachani 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.

(iv) Investment & Finance Committee:

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

The Committee was constituted on January 15, 2016 and met twice during the period under review, viz, February 9, 2016 and March 7, 2016. The details of composition, meetings and attendance at the Meetings of the Audit Committee are as under:

S. No.	Name of directors	Category	Designation	Board Meetings
				Held during tenure	Attended
1.	Mr. N. C. Singhal	Independent	Chairman	2	2
2.	Mr. D. K. Mittal	Independent	Member	2	1
3.	Mr. K. N. Murthy	Independent	Member	2	2
4.	Mr. Mohit Talwar	Non-Executive	Member	2	1
5.	Mr. Sahil Vachani	Managing Director Member and CEO		2	2
6.	Mr. Sanjeev Mehra	Non-Executive	Member	2	Nil

Independent Directors'' Meeting

All the Independent Directors met on August 9, 2016, inter-alia, to:

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

2. Review the performance of the Chairman 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

The performance evaluation of the Board as stipulated under Section 134 of the Companies Act, 2013 read with Rule 8(4) of the Companies (Account) Rules, 2014, 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 Chairman.

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 9, 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.

Nomination & Remuneration Policy

In adherence to the provisions of Section 134 (3)(e) and 178 (1) & (3) of the Act, 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. The said Policy is attached as ‘Annexure - 3'' and is also available on our website www.maxvil.com

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

The 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.

During the period under review, no complaint pertaining to sexual harassment was received under the provisions of the Act.

Particulars of 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 first financial year with related parties were in the ordinary course of business and on an arm’s length basis. Further, your Company did not enter into any Related Party Transaction which may be considered material in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and thus disclosure in Form AOC-2 is considered to be not applicable to the Company.

The details of all related party transactions forms part of notes to the financial statements attached to this 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 at www.maxvil.com

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, 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 the Stock Exchanges while obtaining listing approval of its shares. A copy of the same can be accessed at the Company website www.maxvil.com.

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.maxvil.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 during the period under review.

Particulars of Employees

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, is given in ‘Annexure - 4''.

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 Act 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 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. 5.42 Lacs

Statutory Auditors

M/s S.R. Batliboi & Co., LLP, Chartered Accountants (Firm Registration No. 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 letter 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, subject to the ratification of their appointment at each Annual General Meeting, if required.

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

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors appointed M/s. Sanjay Grover & Associates, Company Secretaries to undertake the Secretarial Audit of your Company. The Report of the Secretarial Auditor has been annexed as ‘Annexure - 5'' to this Report, which is self-explanatory.

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 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 effectiveness were observed.

Further, the testing of such controls was also carried out independently by the Statutory Auditors for the period ended 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 Act 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Registrar and Transfer Agents of the Company have sent a reminder to those shareholders whose certificates have been returned undelivered and is in the process of sending second reminder for those certificates that are still lying with them. In case there is no response after three reminders, the unclaimed shares shall be transferred to one folio in the name of "Unclaimed Shares Suspense Account" and voting rights on such shares shall remain frozen till the rightful owner claims the shares. Significant and/or material Orders passed by Regulators or the Courts There were no significant and/or material orders passed against your Company by the regulators / courts / tribunals during the period under review impacting the going concern status and your Company’s operations in future.

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 towards the growth of the Company.

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 and all other business associates.

On behalf of the Board of Directors

Max Ventures and Industries Limited

(formerly known as Capricorn Ventures Limited)

Analjit Singh

August 9, 2016 Chairman

Mumbai DIN No. 00029641