Max Financial Services Ltd

Max Financial Services Limited was erstwhile incorporated as 'Max India Limited' on February 24, 1988, which subsequently was changed to Max Financial Services Limited on January 15, 2016. The Company, a part of the $5 billion Max Group, is the holding company for Max Life Insurance Company Limited. The Company owns and actively manages an 80.98% majority stake in Max Life Insurance , India's largest non-bank owned, private life insurance company. The Company is primarily engaged in the business of making and holding investments in its subsidiary, Max Life Insurance Company Limited and providing management advisory services to Group Companies in India. Max Financial Services (MFS) is the listed holding company for Max Life Insurance Company and was formed soon after the demerger of Max India Limited. In January 2016, the Max Group concluded a mega corporate restructuring wherein the erstwhile Max India was demerged into three separate entities, Max Financial Services (life insurance), Max India (healthcare and allied businesses) and Max Ventures & Industries (manufacturing industries and new entrepreneurial ventures). The original company was renamed Max Financial Services and the ex-demerger stock of MFS started trading from 27 January 2016. n the year 1992, a joint venture company was set up in collaboration with Hutchison Telecom under the name of Hutchison Max Telecom Pvt. Ltd to offer value added telecom services. MIL had entered into memorandum of understanding with Comsat Corporation USA for a joint venture to address the needs of VSAT communication services via satellite. Maxxon India, promoted by MIL, was merged with the company in the year 1993. During the year 1994, an innovative new product for leather industry was introduced under the name of Maxfoil and also in the same year the company commissioned the cellular, paging and VSAT Satellite Communication networks. The joint venture between Max-GB Ltd. and Hindustan Antibiotics Ltd for manufacture of Penicillin G was inaugurated at Pimpri on 8th October of the year 1995. Forays were made into the banking and financial sectors and also into distribution and manufacturing sectors. In March of the year 1996, a joint venture was formed with Atotech BV of the Netherlands for PCB plating and general metal finishing chemicals. A range of Upjohn products manufactured under licence in a new sterile facility were launched. In April of the same year, the unit commissioned at its films metallising plant and launched its metallised BOPP films branded Maxmet'. Max Corporation, a wholly owned subsidiary of the Company has been amalgamated with the company in the year 1999. MCL stood dissolved without winding up, and all assets and liabilities of MCL were transferred and vested with the Company effective from 14th January of the year 2000. During the year 2000, the company had acquired a majority interest in HealthScribe India Pvt. Ltd. a 100 per cent Indian subsidiary of HealthScribe Inc., one of the World's leading medical transcription companies. MIL sold its 24 per cent stake in the 50:50 penicillin-based bulk pharmaceutical joint venture of Max GB to its foreign partner, the Dutch DSM, for Rs. 26 crores. In the year 2001, Max healthcare, a division of Max India Ltd., has opened two primary (Dr Max) and a secondary (Max Medcentre) healthcare centres in New Delhi. During the identical year of 2001, the company entered into insurance business, Max New York Life the joint venture between Max India and New York Life. Max India became the first private player to shows interest in Health Insurance sector during the year 2002 and also in the year, the company sold its pharmaceutical division to Jubilant Organosys for the consideration of Rs. 62.7 crs. During 2002-03, the company had entered into the healthcare staffing resources business through a 50% investment in a new Company, Max HealthStaff International Ltd. During the year 2003, Max India closed down the Max Ateev and Alta Cast, the software development and IT enabled business taking a big hit of Rs.65 crs. During 2004-05, the company divested its equity stake in Comsat Max in favour of Bharti Infotel Ltd, for a cash deal of Rs.33 crores. During 2005, the company decided to amalgamate its wholly owned subsidiaries namely, Max Telecom Ventures Ltd and Max Asia-Pacific Ltd Honkong with the company. In June of the year 2005, the company acquired 19,72,500 equity shares of Max HealthStaff for a consideration of Rs.2.51 Crores, thereby making it a wholly owned subsidiary of the company. Max Super Speciality Hospital (MSSH) was commenced its operations in May of the year 2006. Neeman Medical International (NMI) had established preferred provider relationship with 5 Pharma major in the year 2006-07. Max Speciality Products (MSP) commissioned a new state-of-the-art-speed BOPP film production line with a capacity of 20000 tonnes per annum in March of the year 2007. The Company to invest Rs 10 billion additionally in Max New York Life, the board decided in September of the year 2007. The Company bagged an Express Healthcare Excellence Awards for the year 2007-08. On 11 July 2008, Max India Limited and Bupa Group, a leading international health and care company, announced a new partnership to enter the health insurance market in India. The two companies announced the creation of a joint venture called Max Bupa Health Insurance Limited which, subject to regulatory approval, will offer a suite of products to both consumer and business customers. The initial share capital of the JV will be Rs100 crores ( 12million). Bupa Group will take a 26 per cent stake in Max Bupa, the maximum allowed under current Indian rules on foreign investment in the country. Max India Group crossed $1 billion revenue mark in the financial year ended 31 March 2019. On 28 December 2009, Max India announced that it had garnered a high value investment of $115 million (about Rs 540 crore) from the private equity arm of global investment bank Goldman Sachs. The investment will be through Fully & Compulsory Convertible Debentures (FCD) carrying a coupon rate of 12% per annum. These FCDs will be converted into equity shares of Max India in 15 months at Rs 216.75 per share. Additionally, the Promoter Group of Max India will be bringing in Rs. 175 crore in the Company. These investments will be used to fund the Company's expanding life insurance, healthcare and health insurance businesses; Max New York Life, Max Healthcare and Max Bupa. Goldman Sachs will have 9.4% stake in Max India after conversion of these FCDs and promoter warrants. On 12 October 2011, Max India announced that Life Healthcare (LHC), a USD 2 billion South African healthcare major, is set to invest Rs 516.5 crore in Max Healthcare (MHC) for a 26% stake in an all cash transaction. MHC is a subsidiary of Max India. The Board of Max India Limited on 10 September 2012 approved divestment of its profitable Biaxially Oriented Polypropylene (BOPP) Film division, Max Speciality Films to Treofan, a German global technology leader for BOPP film. Treofan, which develops and sells BOPP films in over 90 countries around the world, has offered an Enterprise Value of Rs 540 crore to acquire 100% stake in Max Speciality Films. The offer from Treofan is subject to financing, a material adverse change clause, confirmatory due diligence, execution of mutually satisfactory sale and purchase agreements, management retention, formal approval from Treofan's Advisory Board and receipt of regulatory and corporate approvals. On 3 February 2014, Standard Chartered Bank and Max Bupa announced their bancassurance Corporate Agency arrangement to provide Max Bupa's comprehensive health insurance offerings to the diverse customer base of Standard Chartered Bank across the country. On 10 November 2014, Life Healthcare (LHC), a USD 2 billion South African healthcare major, completed the transaction to equalize its stake Max Healthcare (MHC) by investing Rs 766 crore in Max Healthcare (MHC). LHC has paid Rs 67.5 per share to equalize its stake in MHC in an all cash transaction which puts the enterprise value of MHC at Rs 3650 crore and its Equity value at Rs 2884 crore. IFC, Washington, an existing investor in MHC will also subscribe to additional equity of MHC by infusing Rs 31 crore to maintain their 7.5% stake in an expanded capital base at the same valuation. On 28 May 2015, Max Healthcare (MHC) announced that it has executed definitive agreements to acquire a controlling stake of 76% in NCR based Pushpanjali Crosslay Hospital (PCH) through a combination of fresh investment and acquisition of shares from existing promoters for the aggregate sum of Rs 287 crore. Situated just 4 kms from Max Super Speciality Hospital in Patparganj, the 340-bedded Pushpanjali Crosslay is at a prime location along the East Delhi-Ghaziabad-Noida corridor. The hospital which has the capacity to expand up to 540 beds is NABH and NABL accredited and has been operational since 2010. On 28 October 2015, Max Healthcare (MHC) announced a partnership with Smart Group wherein MHC would acquire 51% stake in Saket City Hospital Pvt. Ltd., from Smart Health City Pte Ltd, the Singapore based BK Modi Group company which manages and operates the Delhi based Saket City Hospital (SCH). The transaction is subject to confirmatory diligence, requisite regulatory approvals and other customary conditions. Located in the heart of South Delhi's Saket area, SCH, which started operations in 2013, has 230 operational beds and is currently expanding to 300 beds. Max Healthcare plans to further expand this facility by about 900 additional beds, thereby expanding SCH's capacity to 1,200 beds. This addition represents a more than 50% increase compared to Max Healthcare's current capacity and will significantly enhance access to quality healthcare. On 23 November 2015, Max Bupa Health Insurance (Max Bupa) announced that its foreign parent Bupa has executed agreements to acquire an additional 23% stake in Max Bupa, one of India's leading standalone health insurers. Bupa will pay around Rs 191 crore to Max India in an all cash transaction, to increase its stake in Max Bupa from 26% to 49%. Bupa was the first foreign insurer to announce its intent to increase its stake to 49% in its Indian health insurance subsidiary after the Government relaxed FDI participation rules for insurance companies. On 15 January 2016, Max India announced its demerger into three listed companies - Max Financial Services Ltd., Max India Ltd. and Max Ventures & Industries Ltd., to provide its investors with specific and undiluted access to its diverse lines of businesses, unlock shareholder value and enable sharper focus on each operating business. Post restructuring, the erstwhile Max India's existing shareholders will retain one equity share of Rs 2/- in Max Financial Services Limited. They will additionally get one equity share of Rs. 2/- each of the new company Max India Limited for every one equity share held in Max Financial Services and one equity share of Rs. 10/- each of Max Ventures and Industries Limited for every 5 equity shares of Rs. 2/- each held in Max Financial Services. On 31 July 2017, Max Financial Services (MFS), Max India and Max Life confirmed that the proposed merger with HDFC Standard Life Insurance Company Ltd.(HDFC Life) has been called off. The exclusivity agreement with HDFC Life, valid till 31 July 2017, will not be renewed. The prospective partners had evaluated several alternate structures over the last month. However, the inordinate time associated with finalization and approval of these structures led to this decision. Earlier, the Board of Directors of HDFC Standard Life Insurance Company Ltd.(HDFC Life), Max Life Insurance Company Ltd. (Max Life), Max Financial Services Ltd. (Max Financial Services) and Max India Ltd. (Max India) at their respective meetings held on 8 August 2016 approved entering into definitive agreements for amalgamation of business between the entities through a composite Scheme of Arrangement. It was decided at that time that the life insurance business of Max Financial Services, currently held in Max Life, would demerge into HDFC Life. In FY2013-14, consequent to certain regulatory changes impacting the distribution of health insurance products by banks, Max Bupa, a health insurance company, took the lead in engaging with several leading banks and signed up corporate agency agreements with four banks viz., Standard Chartered Bank, Federal Bank, RBL Bank and Deutsche Bank. These partners are helping Max Bupa take its products and services to a much wider market.The Board of Max India Limited in its meeting held on January 27, 2015 approved a Corporate Restructuring plan to vertically split the Company through a demerger to three companies, the existing company and the two resulting companies to be listed on demerger becoming effective. This would enable the investors in the Company to have a choice, to be associated with the underlying businesses through separate listed entities, or specifically with the relatively matured business of life insurance, and/or have a separate access to the mature manufacturing business of specialty films, and/or in the health and allied businesses which are in their relative growth phase or nascent stage of development and have higher capital requirements. In addition, the restructuring would also result in a sharper focus on underlying businesses and unlock value for shareholders. The salient details of the Scheme of Demergerare as follows: i) The existing company, Max India Limited, is proposed to be renamed Max financial Services Limited' upon demerger and will focus solely on the group's flagship life insurance activity, through its 72% shareholding in Max Life Insurance Company Limited, making it the first Indian listed company exclusively focused on life insurance. The Insurance Laws (Amendment) Ordinance, 2014, recently promulgated by the President of India, and widely expected to be approve as an Act, has created renewed investor interest in the life insurance sector. ii) Upon completion of the demerger, it is proposed to name the second vertical as Max India Limited, (Resulting Company 1), which will continue to manage investments in the high potential health and allied businesses including in: - Max Healthcare Institute Limited, Max Bupa Health Insurance Company Limited, Antara Senior Living Limited and supported by a corporate management services team. The demerger will provide these businesses, which are currently in their growth and development phases, sharpened focus to fulfill their tremendous potential. The corporate management services team will manage shared services facilities and provide functional support to all 3 verticals. iii) The third vertical will house the investment activity in the group's manufacturing subsidiary, Max Specialty Films Limited - an innovation leader in the speciality packaging films business - and will be named Max Ventures and Industries Ltd (Resulting Company 2). iv) The Company's shareholders whose name will appear in the register of members on a Record Date', to be specified for the said purpose once the demerger scheme is effective, will retain one equity share of Rs. 2/- in Max financial Services Limited (existing Max India, as renamed). In addition, the shareholders will get shares in the new companies as detailed below: 1) One equity share of Rs. 2/- each of Resulting Company 1 for every one equity share of Rs. 2/- each held in the Company; and 2) one equity share of Rs. 10/- each of Resulting Company 2 for every 5 equity shares of Rs. 2/- each held in the Company. (v) The Company has a Treasury Corpus of Rs. 572 Cr. as at March 31, 2015 It is proposed to split the cash reserves as on Appointed Date of April 1, 2015 between the 3 listed companies such that the Company will hold Rs. 150 Cr., Resulting Company 2 will hold Rs. 10 Cr. and the balance, Rs. 412 Cr., will be held by Resulting Company 1.(vi) The Appointed Date for the demerger is April 1, 2015. The Company has received approvals from SEBI and CCI for the proposed scheme of demerger. Pursuant to the order of Hon'ble High Court of Punjab and Haryana at Chandigarh, the Court Convened Meeting of shareholders of the Company was held on July 4, 2015 at 11:00 A.M. at the Registered Office of the Company at Bhai Mohan Singh Nagar, Railmajra, Tehsil Balachaur, District Nawanshahr, Punjab - 144 533 and the report of the Court appointed Chairman was filed with the Hon'ble High Court. 99.99% of the total voting of the shareholders of the Company at the meeting and by e voting voted in favour of the Scheme of Demerger. The Company has filed the second petition before the Hon'ble High Court seeking its approval for the Scheme of Demerger. In May 2015, Max India completed the divestment of Max Neeman, a contract research organization with world-class practices, strong values and deep customer relationships. As a natural owner' of this business, JSS Medical Research, the acquiring firm, will invest in Max Neeman's growth, enabling the Max India Group to focus more on its core businesses. In FY 2015-16, the company renewed its corporate agency relationship with Axis Bank, with continued access to the strong network of 2,904 branches of Axis Bank in the country. In collaboration with Axis Bank, the company launched 'Maxis 2020' a nationwide transformation of the life insurance selling processes at the bank, used data analytics, including smarter customer targeting, and introduced a digital solution to enable sellers to perform needs- based sales for customers, across a variety of devices such as desktops, tablets and smart phones. The use of technology for life insurance sales rapidly picked up momentum, with over 70% of policies being sold using this new digital solution in the final quarter of the FY 2015-16. This now enables the company to issue a policy in just 4 hours. The company introduced 3 new products and 4 new Riders in FY 2015-16, covering both Long-Term Savings and Protection. Of the 7 new products and Riders, Max Life Platinum Wealth Plan (PWP) and Max Life Monthly Income Advantage Plan (MIAP), proved to be the most successful in FY 2015-16. In addition to the new product launches, Max Life Guaranteed Income Plan - an existing guaranteed income plan, was re-launched with a unique derivative investment strategy to hedge interest rate risk. The Board of Directors of Max Financial Services and Max Life Insurance in August 2016 approved the amalgamation of life insurance business of Max Life, with HDFC Life, subject to requisite shareholder and other regulatory approvals, to eventually create the biggest private-sector life insurance company in India. As per the agreed valuation and exchange ratio, the relative valuation of HDFC Life and Max Life would be 69% and 31% respectively. The potential merger, if it fructifies, will create the largest private life insurance company in India. The coming together of two large life insurance companies of India, Max Life Insurance and HDFC Life, is likely to be accretive to its various stakeholders as the two companies enjoys complementary areas of strengths. On the distribution front while Max Life Insurance has long-standing relationships with Axis Bank, Yes Bank and Lakshmi Vilas Bank, HDFC Life has relationships with HDFC Bank, RBL and IDFC Bank, which could create a strong bancassurance growth engine. In addition, the highly productive agency distribution of Max Life Insurance and E-commerce play of both companies is expected to add strength to the multi channel distribution architecture. During the year under review, the Company acquired 1,41,70,817 equity shares of Rs. 10/- each in Max Life in March 2018. Accordingly, the equity stake of the Company in Max Life increased to 70.75% as at 31 March 2018. During the FY2019, the Company acquired 1,98,787,368 equity shares of Rs. 10/- each in Max Life. Accordingly, the equity stake of the Company in Max Life increased to 71.79% as at 31 March 2019. The Board of Directors of the Company in its meeting held on 03 March 2020, had considered and approved the issuance and allotment of up to 7,54,58,088 equity shares of the Company of the face value of Rs. 2 each, fully paid up, on a preferential basis to Mitsui Sumitomo Insurance Company Limited (MSI) for consideration other than cash, i.e. through swap of 39,47,75,831 equity shares of Rs. 10 each of Max Life Insurance Company Limited. In addition, the Company through a call/put option has a right to acquire the remaining shareholding held by MSI at Rs. 85/- for every Equity Share of Rs. 10/- each held by MSI in Max Life ('MSI Put/Call Option'). In this regard, the Company has executed definitive agreements with the parties. The said transaction was subject to receipt of requisite shareholders approvals and regulatory approvals. On 20 February 2020, the Company and Axis Bank Limited executed a long-term strategic partnership. The Board of Directors of the Company had approved in its meeting held on 27 April 2020 to enter into definitive agreements with Axis Bank for sale of 29% of equity share capital of Max Life, a material subsidiary of the Company, to Axis Bank. During the year 2019-20,the company acquired 1,41,70,817 equity shares of Rs. 10/- each in Max Life. Accordingly, the equity stake of the Company in Max Life increased to 72.52% as at 31 March 2020. On 08 December 2020, the Company allotted 7,54,58,088 equity shares of Rs. 2/- each at a price of Rs. 565.11 per equity share amounting to 21.87% of the paid-up share capital of Max Financial Services Limited ('MFSL' or 'Company'), to MSI, on a preferential allotment basis in consideration for the transfer of equity shares constituting 20.57% of the paid up share capital of Max Life held by MSI to MFSL. Post the Share Swap transaction, MSI holds 21.87% equity shares of the Company and the Company's investment in equity shares of MLIC had increased from 72.52% to 93.10% as of 08 December 2020. On April 6, 2021, Axis Bank Limited, India's third-largest private sector bank, together with its subsidiaries Axis Capital Limited and Axis Securities Limited became the co-promoters of Max Life after acquiring 12.99% stake collectively by the Axis Entities in Max Life, which had 346 branch units across India as of March 31, 2022. Max Life's assets under management (AUM) was Rs. 90,407 crore as on March 31, 2021. During the year 2022, the total new business premium (individual + group) of Max Life increased by 16% to Rs. 7,905 crore. Additionally, the renewal premium income (including Group) grew by 19% to Rs. 14,509 crore, taking the gross written premium to Rs. 22,414 crore. As of March 31, 2022, the Company had only 1 operating subsidiary vis., Max Life. In addition, Max Life incorporated Max Life Pension Fund Management Limited on February 28, 2022 as its wholly owned subsidiary. Max Life's assets under management (AUM) were Rs 1,07,510 crore as on March 31, 2022. As of March 31, 2023, the Company had two operating subsidiaries viz., Max Life Insurance Company Limited and Max Life Pension Fund Management Limited. Further, the Company incorporated one special purpose entity, Max Financial Employees Welfare Trust in April 2022. Max Life's assets under management (AUM) were Rs 1,22,857 crore as on March 31, 2023. During the year 2023, the total new business premium (individual + group) of Max Life increased by 13% to Rs. 8,960 crore. Additionally, the renewal premium income (including Group) grew by 13% to Rs. 16,382 crore, taking the gross written premium to Rs. 25,342 crore. In 2023-24, the Company's shareholding in Max Life reduced to 80.98% of the equity share capital of Max Life effective April 17, 2024. Max Life's assets under management (AUM) crossed Rs 1.5 Crore to Rs 1,50,836 Crore as on March 31, 2024.