MIRA INFORM REPORT

Report Date :

03.01.2013

IDENTIFICATION DETAILS

Name :	MAX INDIA LIMITED
Registered Office :	Bhai Mohan Singh Nagar, Rail Majra, Tehsil Balachaur, Distt. Nawanshahr- 144533, Punjab
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	24.02.1988
Com. Reg. No.:	16- 008031
Capital Investment / Paid-up Capital :	Rs. 529.138 Millions
CIN No.: [Company Identification No.]	L24223PB1988PLC008031
Legal Form :	A Public Limited Liability company. The company’s Share are Listed on the Stock Exchange.
Line of Business :	Manufacturing and Marketing of Pharmaceuticals and specialty products comprising of BOPP, Metalized Films and Leather Finishing Foils.
No. of Employees :	3000 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

A (63)

RATING		STATUS	PROPOSED CREDIT LINE
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large

Maximum Credit Limit :	USD 114800000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established and diversified company having fine track record. Available information indicates high financial responsibility of the company. Trade relations are fair. Financial position is good. Payments are correct and as per commitments. The company can be considered good for any normal business dealings. It can be regarded as a promising business partner in a medium to long – run.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – June 30, 2012

Country Name	Previous Rating (31.03.2012)	Current Rating (30.06.2012)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

INDIAN ECONOMIC OVERVIEW

India is developing into an open-market economy, yet traces of its past autarkic policies remain. Economic liberalization, including industrial deregulation, privatization of state-owned enterprises, and reduced controls on foreign trade and investment, began in the early 1990s and has served to accelerate the country's growth, which has averaged more than 7% per year since 1997. India's diverse economy encompasses traditional village farming, modern agriculture, handicrafts, a wide range of modern industries, and a multitude of services. Slightly more than half of the work force is in agriculture, but services are the major source of economic growth, accounting for more than half of India's output, with only one-third of its labor force. India has capitalized on its large educated English-speaking population to become a major exporter of information technology services and software workers. In 2010, the Indian economy rebounded robustly from the global financial crisis - in large part because of strong domestic demand - and growth exceeded 8% year-on-year in real terms. However, India's economic growth in 2011 slowed because of persistently high inflation and interest rates and little progress on economic reforms. High international crude prices have exacerbated the government's fuel subsidy expenditures contributing to a higher fiscal deficit, and a worsening current account deficit. Little economic reform took place in 2011 largely due to corruption scandals that have slowed legislative work. India's medium-term growth outlook is positive due to a young population and corresponding low dependency ratio, healthy savings and investment rates, and increasing integration into the global economy. India has many long-term challenges that it has not yet fully addressed, including widespread poverty, inadequate physical and social infrastructure, limited non-agricultural employment opportunities, scarce access to quality basic and higher education, and accommodating rural-to-urban migration.

Source : CIA

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

LOCATIONS

Registered Office/ Factory :	Bhai Mohan Singh Nagar, Rail Majra, Tehsil Balachaur, Distt. Nawanshahr- 144533, Punjab, India
Tel. No.:	91-1881-289607/ 289611
Mobile No.:	Not Available
Fax No.:	Not Available
E-Mail :	corpsecretarial@maxindia.com response@maxindia.com dghatak@maxindia.com
Website :	http://www.maxindia.com
Head Office :	11^th Floor, DLF Square, Jacaranda Marg, DLF City II, Gurgaon-122001, Haryana, India
Tel. No.:	91-124-26561717
E-Mail :	info@maxnewyorklife.com
Corporate Office :	Max House, 1, Dr. Jha Marg, Okhla, Phase III, New Delhi – 110020, India
Tel. No.:	91- 11- 26933601- 10 / 91- 11- 42598000
Fax No.:	91- 11- 26933619/ 91- 11- 26324126
E-Mail :	rgossain@maxindia.com achaudhery@maxindia.com nvenkatraman@maxindia.com
Factory 2:	Max Pharma No. 18, 56 – 58, KIADB Industrial Area, Nanjangud, Mysore-570023, Karnataka, India
Overseas Office :	Located At: Surrey Carolina San Jose Hong Kong New Jersey
Branch Office:	Located At: · Ahmedabad · Baroda · Kolkata · Chennai · Ludhiana · Coimbatore · Hyderabad · Indore · Kochi · New Delhi · Pune · Mumbai · Chandigarh · Bangalore

DIRECTORS

As on 31.03.2012

Name :	Mr. S. S. Baijal
Designation :	Chairman Emeritus
Name :	Mr. Analjit Singh
Designation :	Founder and Chairman
Name :	Mr. Anuroop (Tony) Singh
Designation :	Vice Chairman
Name :	Mr. Rahul Khosla
Designation :	Managing Director
Name :	Mr. Mohit Talwar
Designation :	Managing Director
Name :	Mr. Aman Mehta
Designation :	Non- Executive Director
Name :	Mr. Ashwani Windlass
Designation :	Non- Executive Director
Name :	Mr. K. Narsimha Murthy
Designation :	Non- Executive Director
Name :	Mr. N. C. Singhal
Designation :	Non- Executive Director
Name :	Dr. Omkar Goswami
Designation :	Independent Director
Name :	Mr. Piyush Mankad
Designation :	Non- Executive Director
Name :	Mr. Rajesh Khanna
Designation :	Non- Executive Director
Name :	Mr. Sanjeev Mehra
Designation :	Non- Executive Director
Name :	Dr. Subash Bijlani
Designation :	Non- executive Director
Name :	Mr. Vishal Bakshi
Designation :	Alternate Director

KEY EXECUTIVES

Name :	Mr. V. Krishnan
Designation :	Company Secretary
Audit Committee :	Mr. N. C. Singhal Mr. Ashwani Windlass Mr. K. Narasimha Murthy
Shareholders/ Investors Grievance Committee :	Mr. Ashwani Windlass Mr. N. C. Singhal Mr. Piyush Mankad Mr. Rahul Khosla
Remuneration Committee :	Mr. Rajesh Khanna Mr. N. C. Singhal Mr. Ashwani Windlass Mr. Piyush Mankad
Investment and Finance Committee :	Mr. Ashwani Windlass Mr. N. C. Singhal Dr. Omkar Goswami Mr. K. Narasimha Murthy Dr. Subash Bijlani Mr. Sanjeev Mehra/ Mr. Vishal Bakshi Mr. Rahul Khosla

SHAREHOLDING PATTERN

As on 30.09.2012

Names of Shareholders	No. of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	6287622	2.37
Bodies Corporate	96983532	36.53
Sub Total	103271154	38.90
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	103271154	38.90
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	24660683	9.29
Financial Institutions / Banks	62611	0.02
Insurance Companies	45750	0.02
Foreign Institutional Investors	75603468	28.48
Any Others (Specify)	34406011	12.96
FDI	34406011	12.96
Sub Total	134778523	50.77
(2) Non-Institutions
Bodies Corporate	6309889	2.38
Individuals
Individual shareholders holding nominal share capital up to Rs.0.100 Million	13778427	5.19
Individual shareholders holding nominal share capital in excess of Rs.0.100 Million	2552946	0.96
Any Others (Specify)	4779900	1.80
NRIs/OCBs	2784432	1.05
Clearing Members	798304	0.30
Trusts	2400	0.00
Directors & their Relatives & Friends	1073160	0.40
Employees	121604	0.05
Sub Total	27421162	10.33
Total Public shareholding (B)	162199685	61.10
Total (A)+(B)	265470839	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0.00
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	265470839	0.00

BUSINESS DETAILS

Line of Business :

Manufacturing and Marketing of Pharmaceuticals and specialty products comprising of BOPP, Metalized Films and Leather Finishing Foils.

Products :

Product Description	Item Code
Films Supported with Polymers of Propylene	3920.20

PRODUCTION STATUS

As on 31.03.2011

Particulars	Unit	Installed Capacity	Actual Production
BOPP Film	Tonnes	51150	31725.09
Soft Leather Finishing Foil	Lacs (SFT)	591	83.65

GENERAL INFORMATION

No. of Employees :

3000 (Approximately)

Bankers :

Ø IndusInd Bank Limited

Ø Citibank N.A.

Ø Yes Bank Limited

Ø Kotak Mahindra Bank Limited

Facilities :

Secured Loan	31.03.2012 (Rs. in Millions)	31.03.2011 (Rs. in Millions)
Term loans
From banks (secured)	871.839	----
Vehicle Loans (secured)	9.759	----
Cash credit from banks (secured)	80.940	----
Term loans from banks [(Due within one year Rs. Nil (Previous year: Rs. 160.000 Millions )]	----	1007.783
LOANS AND ADVANCES FROM BANKS
Fund based working capital facilities	----	0.000
Vehicle Loans [(Due within one year Rs. 5.191 Millions (Previous year: Rs. 4.037 Millions )]	----	13.857
Total	962.538	1021.640
UNSECURED LOANS
Debentures [6,019,925 (Previous year 6,019,925), 12% compulsorily convertible debentures of Rs. 867/- each fully paid up.]	----	5219.275
Total	----	5219.275

Banking Relations :	-----
Auditors :
Name :	S. R. Batliboi and Company Chartered Accountants
Subsidiaries :	Max New York Life Insurance Company Limited Max Healthcare Institute Limited Max Bupa Health Insurance Company Limited Max UK Limited Pharmax Corporation Limited Max Ateev Limited Max Healthstaff International Limited Max Neeman Medical International Limited Max Neeman Medical International Inc. Neeman Medical International BV Neeman Medical International NV Max Medical Services Limited Alps Hospital Limited Hometrail Estate Private Limited Hometrail Buildtech Private Limited
Enterprises owned or significantly influenced by key management personnel or their relatives:	New Delhi House Services Limited Lakeview Enterprises Delhi Guest House Private Limited Dynavest India Private Limited Malsi Estates Limited Max India Foundation Four Seasons Foundation Max Ventures Private Limited

CAPITAL STRUCTURE

As on 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
460000000	Equity Shares	Rs.2/- each	Rs. 920.000 Millions
800000	Preference Shares	Rs. 100/- each	Rs. 80.000 Millions
Total			Rs. 1000.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
264569110	Equity Shares	Rs.2/- each	Rs. 529.138 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2012	31.03.2011	31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		529.138	464.969	464.749
2] Share Application Money		0.000	867.000	867.000
3] Reserves & Surplus		28187.431	21375.571	21588.274
4] (Accumulated Losses)		0.000	0.000	55.121
NETWORTH		28716.569	22707.540	22975.144
LOAN FUNDS
1] Secured Loans		962.538	1021.640	820.175
2] Unsecured Loans		223.571	5219.275	5219.275
TOTAL BORROWING		1186.109	6240.915	6039.450
DEFERRED TAX LIABILITIES		122.202	99.798	26.904
TOTAL		30024.880	29048.253	29041.498
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		3249.159	3293.834	1841.356
Capital work-in-progress		1.343	27.723	223.963
INVESTMENT		23076.499	19706.702	25825.615
DEFERRED TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	485.176	415.610	254.600
	Sundry Debtors	1195.181	752.452	612.008
	Cash & Bank Balances	1781.597	4576.864	144.350
	Other Current Assets	17.094	83.039	0.263
	Loans & Advances	924.887	981.925	543.316
Total Current Assets		4403.935	6809.890	1554.537
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	487.168	655.653	243.293
	Other Current Liabilities	70.176	74.855	60.969
	Provisions	148.712	59.388	99.711
Total Current Liabilities		706.056	789.896	403.973
Net Current Assets		3697.879	6019.994	1150.564
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		30024.880	29048.253	29041.498

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Revenue from Operations (net)	6949.070	4170.104	3331.416
		Income from Investment Activities	521.023	459.413	218.602
		Other Income	79.143	230.522	36.989
		TOTAL (A)	7549.236	4860.039	3587.007
Less	EXPENSES
		Cost of raw material consumed	4824.979	2818.688
		(Increase)/decrease in inventories of finished goods and work-in-progress	(5.254)	(43.998)
		Employee benefits expense	618.534	554.601
		Other expenses	1705.076	1060.248
		TOTAL (B)	7143.335	4389.539	3289.813
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		405.901	470.500	297.194
Less	FINANCIAL EXPENSES (D)		310.463	672.155	145.558
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		95.438	(201.655)	151.636
Less/ Add	DEPRECIATION/ AMORTISATION (F)		227.453	146.403	125.988
	PROFIT/(LOSS) BEFORE TAX (E-F) (G)		(132.015)	(348.058)	25.648
Less	TAX (I)		22.404	72.894	31.525
	PROFIT/(LOSS) AFTER TAX (G-I) (J)		(154.419)	(348.058)	[5.877]
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		6444.866	6865.818	6871.695
	BALANCE CARRIED TO THE B/S		6290.447	6444.866	6865.818
	EARNINGS IN FOREIGN CURRENCY
		Exports on FOB basis	2204.502	1096.829	527.285
		Settlement compensation	-----	179.428	0.000
	TOTAL EARNINGS		2204.502	1276.257	527.285
	IMPORTS
		Raw Materials	1003.321	780.070	462.130
		Stores & Spares	42.994	41.198	34.316
		Capital Goods	64.828	875.367	5.444
	TOTAL IMPORTS		1111.143	1696.635	501.890
	Earnings Per Share (Rs.)
	Basic		(0.60)	(1.81)	----
	Diluted		(0.60)	(1.81)	----

QUARTERLY / SUMMARISED RESULTS

PARTICULARS	30.06.2012 1^st Quarter	30.09.2012 2^nd Quarter
Net Sales	2073.400	1771.400
Total Expenditure	2027.300	1949.300
PBIDT (Excl OI)	46.100	(177.900)
Other Income	6974.400	77.200
Operating Profit	7020.500	(100.700)
Interest	45.200	43.300
PBDT	6975.300	(144.000)
Depreciation	58.200	59.100
Profit Before Tax	6917.100	(203.100)
Tax	1551.700	(28.800)
Profit After Tax	5365.400	(174.300)
Net Profit	5365.400	(174.300)

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	(2.05)	(7.16)	(0.16)
Net Profit Margin (PBT/Sales)	(%)	(1.90)	(8.35)	(0.77)
Return on Total Assets (PBT/Total Assets}	(%)	(1.72)	(3.44)	((0.76)
Return on Investment (ROI) (PBT/Networth)		(0.005)	(0.02)	0.00
Debt Equity Ratio (Total Liability/Networth)		0.07	0.31	0.28
Current Ratio (Current Asset/Current Liability)		6.24	8.62	3.85

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	Yes
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	No
14]	Estimation for coming financial year	Yes
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	----------------------
22]	Litigations that the firm / promoter involved in	----------------------
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	----------------------
26]	Buyer visit details	----------------------
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	No
31]	Date of Birth of Proprietor/Partner/Director, if available	No
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	No

FINANCIAL RESULTS:

The financial year 2012 witnessed 15% growth in installed capacity of BoPP in India. The demand for packaging in medium to long term is expected to sustain due to factors like growth in consumer spend, growing rural demand, changing demographics, retail trade, increasing demand for convenience and packed food. Estimates suggest that BOPP consumption growth will be in the range of 17% to 20% per annum in the short to medium term.

India continues to have lower per capita consumption of BoPP films compared to other countries. In addition there is opportunity to supply to international players who are looking to source their packaging requirements from cost efficient locations.

Max Specialty Films (MSF), a division of Max India Limited, established in 1990, manufactures flexible polymer films for several different applications in food, non-food, and industrial packaging, leather coating films. It has a state of the art manufacturing facility at Railmajra, near Chandigarh for manufacturing niche and high barrier BoPP films, thermal lamination films and leather finishing foils. MSF has a work environment that reflects global best practices in safety and environment protection. The manufacturing facilities are accredited by BSI (British Standard Institution), and have the following certifications: (i) ISO 9001 – 2008 Quality Management System; (ii) ISO 140001 – 2004 Environment Management System; (iii) OHSAS 18001 – 1999 Safety Management System; (iv) BRC / IOP (Food Safety) – British Retail Consortium; (v) GMP- Certificate of Good Manufacturing Practices; and (vi) HACCP - Hazard Analysis Critical Control Point.

With its focus on value added products and pursuit of quality, MSF continues to increase its share of business with high-end and quality conscious customers, both in India and overseas. It also continues to improve its product mix by introducing new products every year and, in doing so, has pioneered the introduction of many new products in India in flexible packaging and leather finishing foils.

The Company’s pursuit for quality and service excellence was acknowledged through the ‘Golden Peacock Innovative Product Award 2011’ by the Institute of Directors for creating a new Cadbury Gems pack that is recyclable, lighter, as well as energy and emission efficient.

During the FY 2012, MSF achieved a gross sales turnover of Rs. 7420.000 Millions in FY2012. Net revenues grew by 66% to Rs. 6940.000 Millions. In the process, MSF achieved volume growth of 64%. The exports grew by 98% in volume terms. The sale of thermal film increased by 28% while EBIDTA witnessed an increase of 50% to Rs. 770.000 Millions in FY2012.

To add further feathers to its cap, MSF achieved full capacity utilisation across all its metalliser and BoPP lines, including the new BoPP line which became operational in April 2011.

Human resources retention and attracting the best available talent has always been a focus area for MSF, which has the most experienced and skilled team in the BoPP industry. The total number of employees as on 31 March, 2012 was 499 and relationships with employees remained excellent. The Company’s key focus is on training through skill up-gradation and education programmes for its workmen.

Health, safety and environment have always been focus areas for MSF. The goal continues to include no accidents, no harm to people and no damage to the environment. MSF has adopted a Green Policy and has signed the code for ecologically sustainable business growth of the Confederation of Indian Industry (CII). MSF workmen have received safety awards for the last six years from the Government of Punjab. It also helps the community around the plant by adopting schools, holding medical camps, running regular dispensary in close association with Max India Foundation.

MSF is implementing the Max Performance Excellence Framework (MPEF), which will further strengthen systems and processes and will lead to accomplishment of tasks through focus on teamwork, improvement in efficiency and quality systems, customer focus and satisfaction and resultant better returns to business.

MSF has an adequate internal control system in place as well as established management systems and procedures. These are periodically audited by accrediting agencies. The management also regularly reviews the actual performance vis-à-vis the budget. Various internal audits are conducted quarterly and reports are submitted for review to Audit Committee of the Board of Max India. A new ERP system was installed in July 2011 to further strengthen the internal control system and adequacy. It is emerging as a decision making tool with improved quality of reporting.

Flexible packaging which is expected to grow by 15% per annum will continue to drive the growth of BoPP Industry. Rural demand, small pack sizes, branded packaged food will result not only in improving prospects of packaging but will also strengthen the concept of quality packaging.High growth in BOPP will continue to attract new capacity additions which will intensify competitive pressure.

INCREASE IN PAID UP SHARE CAPITAL OF THE COMPANY

During the year, the paid up equity share capital of the Company stood increased from Rs. 464.900 Millions to Rs. 529.100 Millions arising from allotments of, (i) 80,00,000 equity shares of Rs. 2/- each to Dynavest India Private Ltd upon conversion of warrants, (ii) 24,079,700 equity shares of Rs.2/ - each to Xenok Limited (a Goldman Sach Company) upon conversion of Compulsorily Convertible Debentures(“CCDs”) and (iii) 5,000 equity shares of Rs. 2/- each under the ‘Employee Stock Plan 2003’

As of the date of this Report, the paid up equity share capital of the Company stood further increased to Rs. 53,07,62,324 arising from the allotment of 8,12,052 equity shares under “Employee Stock Plan 2003”

CORPORATE INFORMATION

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.

CONTINGENT LIABILITY

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the

occurrence or non-occurrence of one or more uncertain future events beyond the control of the company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The company does not recognize a contingent liability but

discloses its existence in the financial statements.

MANAGEMENT DISCUSSION AND ANALYSIS OVERVIEW

The Company is a portfolio of companies that operate in the ‘business of life’. While, its goal is to maximize shareholder returns, Max India lays equal if not greater emphasis on serving its customer with care, empathy and excellence. In fact, Max India is firmly committed to setting the highest benchmarks of service and being the standard for the best operational performance in India across each of its ‘life’ related businesses. These include:

• ‘Protect life’ through its life insurance subsidiary, Max Life Insurance Company Limited (formerly Max New York Life Insurance, a JV between Max India and New York Life, a Fortune 100 Company). The entity has just been rechristened Max Life Insurance Limited (Max Life) after a change in the shareholding structure which marked the exit of New York Life and entry of MS&AD as its new partner.

• ‘Care for life’ through, Max Healthcare (MHC), a subsidiary of Max India, in partnership with Life Healthcare of South Africa.

• ‘Enhance life’ through its subsidiary, Max Bupa Health Insurance (MBHI), a JV between Max India and Bupa Finance Plc, UK.

• ‘Improve life’ through its clinical research business, Max Neeman Medical International (MNMI), a fully owned subsidiary of Max India.

In addition, Max India has a well established, profitable and fully owned manufacturing business, Max Speciality Films (MSF) that specializes in manufacturing a wide range of sophisticated bi-axially oriented polypropylene films and packaging films.

While the focus of each of these businesses is to excel in its own vertical area of specialization, the Group has embarked on implementing a more holistic and comprehensive strategy for managing its businesses, via an enterprise-wide approach to reap benefits from the synergies and interlinkages across all its businesses.

Fundamentally, the focus is on building an integrated, well linked and aligned Group across various dimensions of

growth, financial frameworks, business performance, service excellence, brand identity, human capital, governance and risk management.

In addition, the Group has begun identifying near term efficiencies across cost, revenue and process dimensions in order to optimize resource utilization, talent development and profitability. Though macroeconomic conditions affect each of these businesses, most of them are in underpenetrated sectors with high potential for rapid growth — and are driven by demographic and other socio-economic factors which have much greater long term impact than annual economic fluctuations.

While Max Speciality Films is an established player that has been delivering strong profits and generating healthy

cashflows, the long gestation ‘life related’ businesses are starting to deliver financial results in line with their envisaged potential. The life insurance business turned profitable at a net level, the Healthcare business also turned profitable at an EBITDA level and Max Bupa, the youngest business in the portfolio, is estimated to turn cash profitable in FY 2015. All these enterprises are well capitalized. In other words, they are unlikely to need any significant infusions of capital in the near future.

Max Neeman compliments Max India’s focus on the healthcare space with clinical research services across the

entire value chain of new drug development. Though still in early phases of growth, Max Neeman has successfully established a nationwide network to service its prestigious client base in India and abroad that includes companies such as Merck, GlaxoSmithKline, Bristol Myers Squibb, Sanofi- Aventis, Johnson & Johnson, Novartis and Pfizer.

Max Speciality Films (MSF) is now on a firm footing with significant capacity expansion in 2011, which lead to almost doubling of production capacity to 52,000 tpa and through continuous innovation, targeted at increasing its share of business from quality conscious customers in India and abroad. MSF continues to focus on improving product mix through value-added products. MSF’s pursuit of quality has been instrumental in pioneering new products in flexible packaging and leather finishing foils and has earned it awards such as the ‘Golden Peacock Innovative Product Award 2011’.

Max India has identified Senior Living as the next growth opportunity, since it’s a high potential, yet untapped space. The Group has a unique ability to deliver this business given its expertise and proven record of excelling in related service led businesses. Max India’s strong belief in service and seva will provide a firm foundation for this business, intended to build international standard communities that will fulfil all lifestyle, wellness and health-related requirements for seniors aged 60 and above. The Company will begin with developing communities in North India to cater to affluent seniors looking to be independent and active and working with best-in-class international experts to design & develop its communities with an initial investment of `2760.000 Millions.

Realizing high performance and long-term sustainability require attention to many details, Max India has invested

more behind its vision of being amongst the most admired corporates for Service Excellence, by designing and developing a comprehensive integrated Quality System, which includes an excellence framework, called the Max

Performance Excellence Framework, or MPEF (based on the American Baldrige model). MPEF has been customized for Max India’s businesses, with detailed process reviews, and guidelines for annual evaluation and improvements put in place. The first phase of MPEF implementation began in FY 2011 with senior leadership and staff training, cross business assessments, evaluation, and was followed by in depth process analysis which will be repeated annually. The Max Quality System integrates learnings from MPEF into a comprehensive approach to enterprise performance.

Max India Group’s commitment to society and values of ‘Seva’ are realized through the Group’s CSR division Max

India Foundation (MIF). Within 4 years of being setup, the Foundation has been able to create a strong mark for itself by establishing a network across India and has successfully touched over 2,00,000 lives. MIF’s work has been widely recognized. It won the Golden Peacock Award for CSR for the second year in a row in FY 2012, as also the ‘Blue Dart Best Corporate Social Responsibility Practice - Overall’ on World CSR day. MIF engages deeply with Max India Group employees and partners reputed NGOs for delivering its charter of quality healthcare to the underprivileged, especially children; creating awareness of healthcare related issues and promoting an eco-friendly healthy environment.

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs. 54.83
UK Pound	1	Rs. 89.23
Euro	1	Rs. 72.48

INFORMATION DETAILS

Report Prepared by :

RJT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	7
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	7
--RESERVES	1~10	7
--CREDIT LINES	1~10	7
--MARGINS	-5~5	-
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		63

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
NB		NEW BUSINESS

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.