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Max India
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Explore Max India connections « Mar 10
Notes to Accounts Year End : Mar '11
A.  NATURE OF OPERATIONS
 
 Max India Limited is a Company registered under the Companies Act,
 1956, listed on National Stock Exchange and Bombay Stock Exchange. Max
 India Limited is a leading manufacturer of speciality plastic film
 products for packaging industry.  Further, the Company has invested in
 various subsidiaries in diversified businesses such as healthcare, life
 insurance, health insurance, clinical research, etc.
 
 1.  Contingent Liabilities not provided for
 
                                                   (RS. IN LACS)
 
 S.No.  Particulars                            As at          As at
 
                                      March 31, 2011   March 31, 2010
 
 i.  Corporate guarantee given to 
 financial institutions / banks in
 respect of financial assistance 
 availed by a subsidiary of the 
 Company. (Refer note (a))
 
 - Export-Import Bank of India              6,375.00         6,937.50
 
 - Housing Development Finance 
 Corporation Limited                       19,563.60        21,370.80
 
 ii.  Claims against the Company not 
 acknowledged as debts (Refer note (b))
 
 - Excise Duty Demands                      1,677.31           744.53
 
 - Custom Duty Demands                        363.36           376.43
 
 - Service Tax Demands                        333.86           339.02
 
 iii.  Liability on account of discounting 
 of Bills                                     609.99              Nil
 
 iv.  Letters of credit outstanding with 
 various banks in favour of domestic
 and foreign suppliers for supply of 
 raw materials and capital goods            1,482.49         8,111.16
 
 v.  Obligation arising from import of 
 capital equipment at concessional
 rate of duty during the year under 
 Export Promotion Capital Goods Scheme 
 (Refer note (c))                           2,995.33         1,810.75
 
 vi.  Put option liability of 2% 
 Optionally Partially convertible
 preference shares allotted by a 
 subsidiary (Refer note (d))               36,997.51        33,256.15
 
 vii.  Income Tax cases                       (Refer note (e))
 
 Note:
 
 a.  Guarantees given by the Company on behalf of a subsidiary is not
 considered as prejudicial to the interest of the Company as it provides
 opportunities for growth and increase in operations.
 
 b.  Claims against the Company not acknowledged as debts represent the
 cases pending with judicial forums/authorities. Based on management
 estimation, future cash outflow in respect of these cases are
 determinable only on receipt of judgements / decisions pending with
 various forums/authorities. The Company has not made any provision for
 the demands in Excise, Service Tax and Customs as the Company believes
 that they have a good case based on existing judicial pronouncements.
 
 c.  The export obligation undertaken by the Company for import of
 capital equipment under Export Promotion Capital Goods Scheme of the
 Central Government at concessional or zero rate of custom duty are in
 the opinion of the management expected to be fulfilled within the
 respective timelines.
 
 d.  In 2007-08, the Company had granted a put option to International
 Finance Corporation (IFC), in respect of its subscription to the
 Company''s subsidiary Max Healthcare Institute Limited''s Optional
 Cumulative Partially Convertible Redeemable Preference Shares
 aggregating Rs. 25,000.00 Lacs together with an assured IRR of 11.25%.
 The Company''s obligation on the above put option is exercisable by IFC
 any time after July 20, 2010 or in the event of non performance of
 certain obligations by Max Healthcare Institute Limited and/or by the
 Company. As confirmed by management, no such event has happened that
 necessitates provision of such obligation in books of account.
 
 ii. Apart from demands as stated above, in the case of an erstwhile
 subsidiary of the Company, Max Telecom Ventures Limited (MTVL) (since
 merged with the Company with effect from December 1, 2005), a demand of
 Rs. 9,503.93 Lacs (Previous year Rs. 9,503.93 Lacs) was raised by the
 Income Tax Authorities for the Assessment year 1998-99 in connection
 with capital gains realized by MTVL from the sale of shares of
 Hutchison Max Telecom Limited (HMTL) by holding that the sale
 transaction pertains to previous year relevant to assessment year
 1998-99 and by denying exemption under section 10(23G) of the Income
 Tax Act, 1961 (the Act). On appeal by MTVL, the CIT (Appeals), while
 holding that the sale transaction pertains to previous period relevant
 to assessment year 1998-99, quashed the order of the Assessing Officer
 regarding denial of exemption under section 10(23G) and the demand was
 cancelled. The Tax Authorities filed an appeal against this order with
 the Income-Tax Appellate Tribunal (ITAT) which is pending as on date.
 
 Subsequently, in the next assessment year i.e. 1999-00, the
 above-mentioned transaction was once again sought to be taxed both as
 capital gains and under a different head of income (i.e., business
 income) on a protective basis by the Assessing Officer as MTVL had
 asked the Tax Authorities to treat the transaction as that arising in
 Assessment year 1999-00 and not in Assessment year 1998-99. This, along
 with a few other additions, resulted in creation of a further demand of
 Rs. 24,993.19 Lacs (Previous year Rs. 24,993.19 Lacs) which included
 the demand of Rs. 24,368.00 Lacs (Previous year Rs. 24,368.00 Lacs) on
 protective basis. On appeal by MTVL, the CIT (Appeals) decided in
 favour of MTVL and the demand was cancelled. The Tax Authorities have
 filed appeal against ITAT, which is pending as on date.
 
 MTVL had also filed an appeal before ITAT for assessment year 1998-99
 contending that the aforesaid sale transaction pertains to previous
 period relevant to assessment year 1999-2000. This appeal had been
 disposed off by ITAT by applying a circular of Tax Department
 applicable only to capital gains and holding, as a result, that the
 transaction of sale of shares pertains to previous period relevant to
 assessment year 1998-99. However, the Tax Authorities filed a petition
 before the ITAT requesting a review of the said order of the ITAT on
 the ground that all the three appeals pertaining to the aforesaid sale
 transaction should have been clubbed and heard together. The said
 petition of the Department was accepted by the ITAT which recalled its
 earlier order in the Company''s appeal for Assessment year 1998-99.
 Aggrieved, the Company filed a writ petition to the Hon''ble High Court
 of Punjab and Haryana challenging the above action of ITAT on the
 ground that the same was beyond jurisdiction. The Hon''ble High Court of
 Punjab and Haryana has admitted the writ petition and stayed the
 operations of the order of ITAT accepting the petition filed by the
 Department. The ITAT has in the meanwhile adjourned sine-die all the
 three appeals pending operation of the stay imposed by the Hon''ble High
 Court (HC). The Department in turn had moved in Special Leave Petition
 (SLP) to Hon''ble Supreme Court against the stay granted by Hon''ble HC.
 The said SLP has now been dismissed by the Hon''ble Supreme Court.
 However, the Hon''ble Supreme Court has instructed the Hon''ble HC to
 expeditiously dispose the writ petition filed by MTVL.
 
 Again, in the case of the erstwhile subsidiary of the Company, Max
 Telecom Ventures Limited (MTVL) (since merged with the Company with
 effect from December 1, 2005), a demand of Rs. 15,585.17 Lacs (Previous
 year Rs. 15,585.17 Lacs), had been raised by the Income Tax Authorities
 for the Assessment year 2006-07 in connection with capital gains
 realized by MTVL from the sale of remaining shares of Hutchison Max
 Telecom Limited (HMTL) by holding the gains from sale transaction to
 be in the nature of business income and not capital gains and as a
 consequence denying exemption under Section 10(23G) of the Act. MTVL
 had filed an appeal before CIT (Appeals) against the said order.
 Further, on application by MTVL, the outstanding demand of Rs 14,885.17
 Lacs had been stayed by the Tax Authorities till the disposal of first
 appeal by CIT(Appeals) [The Company had paid Rs. 700.00 Lacs during the
 year for stay of balance demand]. The CIT(Appeals) has, now, vide order
 dated March 22, 2011, quashed the assessment order framed by the
 Assessing Officer, holding that the assessment was nullity in law and
 cannot survive in view of the fact that the order was framed in the
 name of MTVL, an entity which had ceased to exist w.e.f.  December 1,
 2005. As a consequence, the previously raised demand of Rs. 15,585.17
 Lacs stands deleted. The Department has now sought to reinitiate
 proceedings u/s 147 read with section 148 of the Income Tax Act, 1961,
 on Max India Limited as Successor of MTVL, vide notice dated April 26,
 2011.
 
 The Company is hopeful that above appeals will be disposed off in its
 favour.
 
 2.  Loans
 
 (a) Term loan from Kotak Mahindra Bank Ltd amounting to Rs. 2,470.00
 Lacs (Previous year Nil) is secured by a first pari passu charge on all
 existing and future movables (excluding vehicles) and immovable fixed
 assets of the company and second pari passu charge on all existing and
 future current assets of the Company.
 
 (b) Term loan from IndusInd Bank Ltd amounting to Rs. 5,267.36 Lacs
 (Previous year Nil) is secured by a first pari passu charge on the all
 movable fixed assets (excluding vehicles) of the company and first pari
 passu charge on immovable properties of the Company. Further the loan
 is secured by a second pari passu charge on the current assets of the
 Company, both present and future.
 
 (c) Term loan from Yes Bank Ltd amounting to Rs. 2,340.47 Lacs
 (Previous year Nil) is secured by a first pari passu charge on all
 existing and future movables (excluding vehicles) and immovable fixed
 assets and second pari passu charge on the current assets of the
 Company, both present and future.
 
 (d) Term Loan from Punjab National Bank amounting to Rs Nil (Previous
 year Rs. 2,600 Lacs) was secured by a first pari pasu charge on the
 fixed assets of the Company and second pari pasu charge on the current
 assets of the company, both present and future.
 
 (e) Term Loan from Oriental Bank of Commerce amounting to Rs Nil
 (Previous year Rs. 2,600 Lacs) was secured by a first pari pasu charge
 on the fixed assets of the Company and second pari pasu charge on the
 current assets of the company, both present and future.
 
 (f) Fund based working capital facilities from banks are secured by a
 first pari passu hypothecation charge on all current assets and a
 second charge on immovable and movable fixed assets of the Company,
 both present and future.
 
 (g) Vehicle Loans Rs. 138.57 Lacs (Previous year Rs. 99.00 Lacs) are
 secured by way of hypothecation of respective vehicles.
 
 3.  During the previous year, the Company has allotted 2,000,000
 warrants of the face value of Rs. 867/- each to Dynavest India Private
 Limited, one of the promoter group companies. Each warrant entitles the
 holder thereof to subscribe to four equity shares of Rs. 2/- each in
 the Share Capital of the Company at a premium of Rs. 214.75 per equity
 share. Each warrant is convertible into four Equity Share as per
 prevalent SEBI guidelines at any time before expiry of 18 months from
 the date of allotment i.e. February 6, 2010. In consideration of the
 warrants, the Company had received a deposit of Rs. 8,670.00 Lacs
 (Previous year Rs. 8,670.00 Lacs) (being 50% of the consideration for
 the issue of shares arising upon conversion of the warrants).
 
 4.  During previous year, the Company has allotted 6,019,925
 Compulsorily Convertible Debentures (''CCDs'') of the face value of Rs.
 867/- each for an aggregate consideration of Rs. 52,192.75 Lacs to
 Xenok Limited, a wholly owned indirect subsidiary of GS Capital
 Partners VI Fund, L.P. and certain affiliated funds which are
 controlled by The Goldman Sachs Group Inc., on a preferential basis in
 the Extra Ordinary General meeting held on January 22, 2010. The
 aforesaid CCDs bearing a coupon of 12% per annum will have to be
 compulsorily converted into four equity shares of face value of Rs. 2/-
 each at a premium of Rs.  214.75 per equity share on or before 15
 months from the date of issue of CCDs.
 
 5.  Employees Benefit
 
 i) Gratuity:
 
 The company has a defined benefit gratuity plan. Every employee who has
 completed 5 years or more of service gets a gratuity on departure at 15
 days salary (last drawn salary) for each completed year of service. The
 scheme is funded with Life Insurance Corporation of India in form of a
 qualifying insurance policy.
 
 The following table summarises the component of net benefit expense
 recognised in Profit and Loss account, the funded status and the amount
 recognised in the balance sheet in respect of defined benefit plans.
 
 ii) Provident Fund:
 
 The Company has set up a provident fund trust, which is managed by the
 Company and as per the Guidance Note on AS-15, Employee Benefits
 (revised 2005) issued by the Accounting Standard Board (ASB), provident
 funds set up by employers, which requires interest shortfall to be met
 by the employer, needs to be treated as defined benefit plan. Pending
 the issuance of the Guidance Note from the Actuarial Society of India,
 the Company''s actuary has expressed his inability to reliably measure
 the provident fund liability. However, the Company has duly provided
 for the shortfall in the interest liability payable by the Provident
 Fund Trust.
 
 6.  Employee Stock Option Plan
 
 Employee Stock Option Plan – 2003 (the 2003 Plan)
 
 The Company has instituted the 2003 Plan, which was approved by the
 Board of Directors on August 25, 2003 and subsequently by the
 shareholders on September 30, 2003. The 2003 Plan provides for grant of
 stock options aggregating not more than 5% of number of issued equity
 shares of the Company to eligible employees of the Company. The 2003
 Plan is administered by the Remuneration Committee appointed by the
 Board of Directors. Vesting period ranges from one to four years and
 options can be exercised after one year from vesting date.
 
 7.  Segment Reporting
 
 (a) Business Segments
 
 The Company has considered business segment as the primary segment for
 disclosure. The products / services included in each of the reported
 business segments are as follows:
 
 - Speciality Plastic Products - The manufacturing facility located at
 Railmajra, Nawanshahr (Punjab), produces packaging films supported with
 polymers of propylene, leather finishing transfer foils and related
 products.
 
 - Business Investments - The Company makes strategic business
 investments in companies operating in the areas of Life Insurance,
 Health Insurance, Healthcare and Clinical Research businesses. These
 investments along with its treasury investments have been combined to
 form Business Investment Segment.
 
 The above segments have been identified considering:
 
 (i) The nature of products and services
 
 (ii) The differing risks and returns
 
 (iii) Organisational structure of the group, and
 
 (iv) The internal financial reporting systems.
 
 (b) Geographical Segments
 
 The Company has considered geographical segment as secondary reporting
 segment for disclosure. For this purpose, the revenues are bifurcated
 based on location of customers in India and outside India (primarily
 Europe and North America).
 
 The following table shows the distribution of the Company''s
 consolidated sales by geographical market, regardless of where the
 goods were produced.
 
 8.  Related Parties
 
 a.  Names of related parties
 
 Names of related parties where control exists irrespective of whether
 transactions have occurred or not
 
 1.  Max New York Life Insurance Company Limited
 
 2.  Max Healthcare Institute Limited
 
 3.  Max Bupa Health Insurance Company Limited
 
 4.  Max UK Limited
 
 5.  Pharmax Corporation Limited
 
 6.  Max Ateev Limited
 
 Subsidiary Companies 
 
 7.  Max Healthstaff International Limited
 
 8.  Max Neeman Medical International Limited
 
 9.  Max Neeman Medical International Inc.
 
 10.  Neeman Medical International BV
 
 11.  Neeman Medical International NV
 
 12.  Max Medical Services Limited
 
 13.  Alps Hospital Limited
 
 14.  Hometrail Estate Private Limited
 
 15.  Hometrail Buildtech Private Limited
 
 Names of other related parties with whom transactions have taken place
 during the year 
 
 Key Management Personnel Mr. Analjit Singh
 
 Relatives of key management personnel Ms. Tara Singh (Daughter of Mr.
 Analjit Singh)
 
 Mr. Veer Singh (Son of Mr. Analjit Singh)
 
 Enterprises owned or significantly influenced by key management
 personnel or their relatives
 
 1.  New Delhi House Services Limited
 
 2.  Lakeview Enterprises
 
 3.  Delhi Guest House Private Limited
 
 4.  Dynavest India Private Limited
 
 5.  Malsi Estates Limited
 
 6.  Max India Foundation
 
 7.  Bhai Mohan Singh Foundation
 
 8.  Max Bupa Health Insurance Company Limited (Upto December 16, 2009)
 
 9.  Max & Company Ventures Private Limited
 
 Employee benefit funds 1.  Max India Ltd. Employees'' Provident Fund
 Trust
 
 2.  Max India Ltd. Superannuation Fund
 
 3.  Max India Limited Employees'' Gratuity Fund
 
 13.  Leases
 
 Operating Lease (As a Lessee)
 
 The Company has entered into operating leases for its office spaces and
 accommodation for its employees under operating lease agreements. The
 lease rental expense recognized in the Profit and Loss account for the
 year is Rs. 237.75 Lacs (Previous year Rs. 231.38 Lacs). The Company
 has not entered into sublease agreements in respect of these leases.
 Further, the Company has not entered into any non-cancellable leases.
 
 19.  During the year, Rs. 24.57 Lacs (Previous year Rs. 21.47 Lacs) has
 been charged to the profit and loss account relating to Research and
 Development expenditure under the heads Raw Material Consumed and Power
 & Fuel.
 
 20.  During the year, the Company shared the services of some of its
 employees and facilities with group companies. Consequently, the share
 of costs attributable to these companies has been charged out to the
 relevant group companies.
 
 21.  As a consequence of the Company''s investment of Rs. 11,174.01 Lacs
 during the previous year, Max Bupa Health Insurance Co.  Limited became
 a 74% subsidiary on December 17, 2009. In addition, the Company has a
 put option to transfer and Bupa Singapore Pte. Limited (Bupa Singapore)
 has a call option under which the company would be required to transfer
 24% of its shareholding to Bupa Singapore subject to approval under
 applicable laws and regulations. As a consideration of the call option
 granted by the Company, Bupa Singapore is obliged to pay an option fee
 to the Company. Accordingly, the Company has recognised Option fee
 income of Rs. 834.43 Lacs (Previous year Rs. 163.61 Lacs) during the
 year and disclosed the same under Income from Investment Activities.
 
 22.  During financial year 2008-09, a Memorandum of Understanding (MOU)
 dated November 12, 2008 has been entered between Government of Punjab
 (GOP), Max India Group and Others (the Founder Supporters) and
 Indian School of Business, Hyderabad (ISB). As per the MOU, a second
 campus of ISB is proposed to be established in the Knowledge city at
 Mohali, with an equal contribution from each of the Founder Supporters.
 The Shareholders'' of the Company approved contribution for an amount
 not exceeding Rs. 1,700.00 Lacs from the Company to this initiative. A
 sum of Rs. 589.00 Lacs (Previous year Rs.190.00 Lacs) has been
 contributed by the Company disclosed under the head Charity and
 Donation during the year.
 
 23.  The Board of Directors of the Company in its meeting held on March
 30, 2010 approved the proposal of MNYL, a 73.70% subsidiary to issue
 equity shares of approximately 4% of post issue equity base of MNYL to
 Axis Bank Ltd. (Axis Bank) at par.  Thereafter, on May 3, 2010, MNYL
 signed a Corporate Agency agreement with Axis Bank for a period of ten
 years whereby Axis Bank would be distributing life Insurance products
 of MNYL across India. Further, on May 10, 2011, MNYL has received the
 requisite approval from Insurance Regulatory and Development Authority
 of India to issue 4% stake to Axis Bank.
 
 24.  Pursuant to the settlement of a dispute between General Binding
 Corporation (GBC) and the Company arising out of the breach of
 manufacturing and sale agreement by GBC, the Company and GBC have
 executed a settlement agreement on May 18, 2010. As per the terms of
 the settlement agreement GBC had paid Rs. 1,794.28 Lacs to the Company
 as a settlement amount and the same is disclosed under the head Other
 Income.
 
 25. Previous year Comparatives
 
 The figures of previous year were audited by a firm of Chartered
 Accountants other than S.R. Batliboi and Co.
 
 Previous year''s figures have been regrouped where necessary to confirm
 this year''s classification.
Source : Dion Global Solutions Limited
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