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Just Dial Ltd.

BSE: 535648 Sector: Others
NSE: JUSTDIAL ISIN Code: INE599M01018
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OPEN 401.90
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VOLUME 150591
52-Week high 619.45
52-Week low 318.20
P/E 22.29
Mkt Cap.(Rs cr) 2,687
Buy Price 386.20
Buy Qty 260.00
Sell Price 0.00
Sell Qty 0.00
OPEN 401.90
CLOSE 402.10
VOLUME 150591
52-Week high 619.45
52-Week low 318.20
P/E 22.29
Mkt Cap.(Rs cr) 2,687
Buy Price 386.20
Buy Qty 260.00
Sell Price 0.00
Sell Qty 0.00

Just Dial Ltd. (JUSTDIAL) - Director Report

Company director report

Dear Members

We the Directors of Just Dial Limited (the "Company") are delighted topresent 22nd Annual Report along with the audited accounts of the Company forthe year ended March 31 2016 (the "Report").

1. Financial Highlights

Particulars 2015-2016 2014-2015
Revenue from Operations 6908.28 5897.98
Other Income 584.92 488.55
Total Revenue 7493.20 6386.53
Profit/Loss before depreciation 2290.32 2146.41
Less: Depreciation 311.02 241.00
Profit Before Tax 1979.30 1905.41
Less: Provision for tax 561.28 516.51
Profit After Tax 1418.02 1388.90
Add: Balance brought forward 3105.42 2031.21
Balance Available for Appropriation 4523.44 3420.11
Less: Appropriation
Proposed Final Equity Dividend 0.00 140.99
Tax on Proposed Final Equity Dividend 0.00 28.70
Transferred to General Reserve 0.00 138.89
Depreciation adjustment (net of deferred tax) 0.00 6.11
Closing Balance 4523.44 3105.42

2. State Of Company's Affairs Business Overview And Future Outlook

The Revenue from the operation has increased by about 17.13% on accrual basis toH6908.28 million in the year ended March 31 2016 as compared to H5897.98 million in theyear ended March 312015.

The Company's earnings before interest depreciation and taxes (EBITDA) margin standsat 30.57% of the total income in the year ended March 31 2016. The profit before tax(PBT) of the current year increased by 3.88% to H1979.30 million as compared to H1905.42million for the preceding financial year.

The Company's profit after tax (PAT) of the current year increased by 2.09% toH1418.02 million as compared to H1388.90 million for the preceding financial year.

The operations of the subsidiaries in financial year 201516 were not significant andhence the consolidated profit almost equal to its standalone profit.

During the year there were no changes in the nature of business of the Company thedetailed discussion on Company's overview and future outlook has been given in the sectionon 'Management Discussion and Analysis' (MDA).

3. Dividend

There was a major outflow during the year under consideration hence to conserve theresources of the Company the management has decided not to recommend any dividend forthis financial year.

4. Transfer to Reserve

The Company has not transferred any amount in the general reserve for the financialyear under review however transferred H10614990/- from General Reserve to CapitalRedemption Reserve (CRR) in respect of Buy-back of 1061499 equity shares of face valueof H10/- each of the Company.

5. Deposit

During the year your Company has not accepted any deposits within the meaning ofsections 73 and 76 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014 hence there is no details to disclose as required under Rule8(5)(v) and (vi) of the Companies (Accounts) Rules 2014.

6. Details Of Subsidiaries/Joint Ventures/Associate Companies

The Company has following two subsidiaries as on March 31 2016

i. Just Dial Inc. USA - wholly owned subsidiary of the Company.

The revenue for the year grew 22% from 0.15 million USD in FY 2014-15 to 0.19 millionUSD in FY 2015-16 whereas the total expenses remained almost constant at approx 0.18million USD for both financial year. The company had recorded Profit after tax from USD5356 in FY 2014-15 to USD 7955 in FY 2015-16

ii. JD International Pte. Ltd. Singapore -

JD International Pte. Ltd. has been incorporated as a wholly owned subsidiary of theCompany w.e.f. September 10 2015 and which has not yet started its operation.

During the year under review the Company does not have any Material Subsidiary.

Pursuant to requirements of Regulation 16(c) of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasformulated 'Policy on determining Material Subsidiaries' which is posted on website of theCompany and same may be viewed at http://cms.justdial.com/investor-relations/policies.

The Company does not have any joint venture or associate Company.

7. Consolidated Financial Statement

The Audited Financial Statements for the year ended March 312016 ofJust Dial Inc. USAand JD International Pte. Ltd. Singapore wholly-owned subsidiary companies are availableon website of the Company i.e. www.justdial.com. The Statement containing salient featuresof the financial statements of the subsidiary companies in the prescribed format i.e.AOC-1 is appended as an 'Annexure - 1' to the Board's Report. The statement alsoprovides the details of performance and financial position of subsidiary company.

The Consolidated Financial Results represents those of the Company and its wholly-ownedsubsidiaries viz. Just Dial Inc. USA and JD International Pte Ltd. Singapore. The Companyhas consolidated its results based on the Schedule III of the Companies Act 2013 andAccounting Standards issued by the Institute of Chartered Accountants of India (ICAI) inrespect of Consolidation of Financial Statements (AS-21).

8. Share Capital

• The authorised share capital of the Company is H1012000000/- divided into100000000 Equity Shares of face value of H10/- each and 1200000 Preference Shares ofH10/- each. There has been no change in the authorised share capital of the Companyduring the year under review.

• During the year under review the paid-up share capital of the Company hasdecreased from H704.93 million to H694.74 million.

• During year under review the Company has allotted 42365 Equity Shares of H10/-each to its employees upon exercise of options granted to them under the ESOP Schemes and1061499 equity shares of H10/- each have been bought back and cancelled pursuant tobuy-back undertaken by the Company.

• During the year under review the Company has bought back 1061499 equityshares of H10/- each at a price of H1550/- per equity shares for cash aggregating toH1645323450/- on proportionate basis.

• The Company has not issued any equity shares with differential rights as todividend voting or otherwise during the year under review.

• The Company has not issued any sweat equity shares to its Directors oremployees during the year under review.

9. Directors and Key Managerial Persons

The Company has 9(Nine) Directors on the Board of which 3(Three) are IndependentDirectors 3(Three) are Non-executive Directors and 3(Three) are Executive Directorsincluding our Managing Directors as on March 31 2016.

a. Appointments/resignations from the board of directors

During the year under review there is no change in the composition of Board ofdirectors of the Company.

b. Directors Retiring by Rotation

In terms of Section 152 of the Companies Act 2013 Mr. Ramani Iyer being directorliable to retire by rotation shall retire at the ensuing Annual General Meeting and beingeligible for reappointment offers himself for re-appointment. The information as requiredto be disclosed under Regulation 36 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (the "ListingRegulations") in case of re-appointment of directors will be provided in the noticeof ensuing Annual General Meeting.

c. Independent Directors

The Company has received declarations/ confirmations from each Independent Directorsunder section 149(7) of the Companies Act 2013 and the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements)

Regulations 2015 (the "Listing Regulations") confirming that they meet thecriteria of independence as laid down in the Companies Act 2013 and the ListingRegulations.

The Board members are provided with all necessary documents/ report and internalpolicies to enable them to familiarise with the Companies procedures and practices. TheVarious programs undertaken for familiarizing independent directors with the functions andprocedures of the Company are disclosed in the Corporate Governance Report.

d. Appointments/Resignations of the Key Managerial Personnel

Mr. V. S. S. Mani Managing Director and Chief Executive Officer; Mr. Ramani IyerWhole-time Director Mr. V. Krishnan Whole-time Director Mr. Ramkumar KrishnamachariChief Financial Officer and Mr. Sachin Jain Company Secretary of the Company are the keymanagerial personnel as per the provisions of the Companies Act 2013 and rules madethereunder. There is no change in the key managerial persons during the year underreview.

10. Number of Meetings of Board of Directors

9(Nine) meetings of the Board of Directors of the Company were held during the yearunder review. Detailed information of the meetings of the Board is included in the reporton Corporate Governance which forms part of this Report.

11. Directors' Responsibility Statement

Pursuant to the requirement under Section 134(3)

(c) of the Companies Act 2013 the Directors' hereby confirm and state that:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis;

(e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

12. Policy on Directors' Appointment and Remuneration

The Company has in place the 'Nomination and Remuneration Policy' in respect ofappointment and remuneration of Directors key managerial persons and senior managerialpersons detailing the criteria for determining qualifications positive attributesindependence of a Director and other matters. The policy is annexed as an 'Annexure -2' and forms part of this Report.

The Nomination and Remuneration Policy may be viewed athttp://cms.justdial.com/investor-relations/ policies.

13. Performance Evaluation of the Board

The Nomination and Remuneration Committee of the Company has laid down the criteria forperformance evaluation of the Board its Committees and individual directors includingindependent Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of the ListingRegulations based on the predetermined templates designed as a tool to facilitateevaluation process the Board has carried out the annual performance evaluation of its ownperformance the Individual Director including Independent Directors and its Committees onparameters such as level of engagement and contribution independence of judgmentsafeguarding the interest of the Company and its minority shareholders etc .

14. Committees of the Board

The Company has several committees which have been established as a part of the bestcorporate governance practices and are in compliance with the requirements of the relevantprovisions of applicable laws and statutes:

The Committees and their Composition are as follows:

Audit Committee

1. Mr. B. Anand Chairman
2. Mr. Sanjay Bahadur Member
3. Mr. Malcolm Monteiro Member
4. Mr. V. S. S. Mani Member (Appointed
w.e.f. January 27 2016)

Nomination and Remuneration Committee

1. Mr. Malcolm Monteiro Chairman
2. Mr. Sanjay Bahadur Member
3. Mr. Ravi Adusumalli Member (Ceassed w.e.f. January 27 2016)
4. Mr. B. Anand Member (Appointed w.e.f. January 27 2016)

Stakeholders Relationship Committee

1. Mr. Sanjay Bahadur Chairman
2. Mr. V. S. S. Mani Member
3. Mr. Ramani Iyer Member
4. Mr. Ramkumar Krishnamachari Member
5. Mr. Sachin Jain Member

Corporate Social Responsibility Committee

1. Mr. B. Anand Chairman
2. Mr. V. S. S. Mani Member
3. Mr. V. Krishnan Member
4. Mrs. Anita Mani Member (Appointed w.e.f. January 27 2016)

Risk Assessment and Management Committee

1. Mr. B. Anand Chairman
2. Mr. Sanjay Bahadur Member
3. Mr. V. Krishnan Member
4. Mr. Ramkumar Member
Krishnamachari
Management Committee
1. Mr. V.S.S. Mani Chairman
2. Mr. V. Krishnan Member
3. Mr. Ramani Iyer Member

The details with respect to the powers roles and terms of reference etc. of therelevant committees of the Board are given in detail in the Corporate Governance Report ofthe Company which forms part of this Report.

15. Corporate Social Responsibility (CSR)

Your Company understands responsibility towards the society community employee andenvironment and positively contributed its shares for betterment of society andenvironment.

In accordance with the provisions of Section 135 of the Companies Act 2013 read withthe Companies (Corporate Social Responsibility Policy) Rules 2014 the Company hasformulated and posted CSR Policy on its website which may be viewed athttp://cms.justdial.com/investor-relations/ policies.

The Annual Report on CSR Activities in accordance with the Companies (Corporate SocialResponsibility Policy) Rules 2014 undertaken by the Company during the year is attachedas an 'Annexure - 3' to this Report.

16. Management Discussion & Analysis Report

The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2)(e) of the Listing Regulation is presented in a separate section andforming part of Annual Report.

17. Corporate Governance

The corporate governance is a ethical business process to create and enhance value andreputation of an organization accordingly your directors functions as trustee of theshareholders and seek to ensure the long term economic value for its shareholders isachieved while balancing interest of all the stakeholders

The report on Corporate Governance as stipulated under Regulation 34(3) of the ListingRegulation forms an integral part of this Report. The report on Corporate Governance alsocontains certain disclosures required under the Companies Act 2013.

A certificate from V. B. Kondalkar & Associates Practicing Company Secretaryconforming compliance to the conditions of Corporate Governance as stipulated underRegulation 34(3) of the Listing Regulation is annexed to this Report.

18. Details of Establishment of Vigil Mechanism

In terms of the provisions of Section 177 of the Companies Act 2013 and Regulation 22of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements)Regulations 2015 the Company has implemented a whistle blower policy pursuant to whichwhistle blowers can raise concern in relation to the matters covered under the policy.

Protected disclosures can be made by a whistle blower through an e-mail to the ethicsofficer and also have direct access to the Chairman of the Audit Committee in exceptionalcases. The functioning of the Vigil Mechanism is reviewed by the Audit Committee from timeto time. During the year under review there was no any whistle blown in the Company. Thewhistle blower policy is available at the link: http://cms.justdial.com/investor-relations/policies.

19. Statement on Risk Management Policy

The Company has in place a Risk Assessment and Management Committee which has beenentrusted with the responsibility to assist the Board in (a) Overseeing and approving theCompany's enterprise-wide risk management framework; and (b) Overseeing that all the risksthat the organization faces such as strategic financial market security operationalpersonnel IT legal regulatory reputational and other risks.

The Risk Assessment Management Committee have identified and assessed all the materialrisks that may be faced by the Company and ensured proper policy procedure and adequateinfrastructure are in place for monitoring mitigating and reporting risks on a periodicalbasis.

20. Particulars of Loans Guarantees or Investments

During the year under review the Company has not given any loan or provided anyGuarantees or security to any person or entity mentioned in Section 186 of the CompaniesAct 2013. However the Company has invested the surplus funds available in the units ofmutual funds tax free bonds and debt securities. The details of which are provided in thestandalone financial statement (Please refer Note no. 11 of standalone financialstatements).

21. Particulars of Contracts or Arrangements with Related Parties

Allcontracts/arrangements/transactions entered by the Company during the financial yearwith related parties were in the ordinary course of business and on an arm's length basis.During the year the Company had not entered into any contract/arrangement/ transactionwith related parties which could be considered material in accordance with the policy ofthe Company on materiality of related party transactions.

The statement showing the disclosure of transactions with related parties in Compliancewith Applicable Accounting Standards the details of the same are provided in Note No.24of the Standalone Financial Statement.

All related party transactions were placed before the Audit Committee and the board forapproval.

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board is available at the link: http://cms.justdial.com/investor-relations/policies.

The Particulars of contracts or arrangements with related parties is attached inprescribed form AOC-2 as an 'Annexure - 4' and forms part of this report.

22. Internal Financial Control System

The Company has in place adequate standards processes and structures to implementinternal financial controls with reference to financial statements. During the year suchcontrols were tested and no reportable material weakness in the design or operation wasobserved. In addition to above the Company has in place Internal Audit carried out byindependent audit firm to continuously monitor adequacy and effectiveness of theinternalcontrol system in the Company and status of its compliance.

23. Listing

Equity Shares of the Company are listed on the BSE Limited (BSE) National StockExchange of India Limited (NSE) and Metropolitan Stock Exchange of India Limited (MSEI).The Company has paid its Annual Listing Fees to the stock exchanges for the Financial Year2016-2017.

In accordance with the requirements of SEBI circular DCS/COMP/12/2015-16 dated October13 2015 during the year the Company has executed Uniform Listing Agreement with BSELimited (BSE) National Stock Exchange of India Limited (NSE) and Metropolitan StockExchange of India Limited (MSEI).

The Company formulated following Policies as required under Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 thedetails of which are as under :

1. Policy for Preservation of Documents' as per Regulation 9 which may be viewed athttp://cms. justdial.com/investor-relations/policies.

2. 'Archival Policy' as per Regulation 30 which may be viewed athttp://cms.justdial.com/investor- relations/policies.

3. 'Policy on Criteria for determining Materiality of events/information' as perRegulation 30 which may be viewed at http://cms.justdial.com/investor- relations/policies

24. Auditors

a. Statutory Auditor

M/s. S. R. Batliboi & Associates LLP Chartered Accountants (Firm registration no.101049W/ E300004) has been appointed as Statutory Auditor of the Company for a period of5 years from the conclusion of 20th Annual General Meeting till the conclusionof the 25th Annual General Meeting of the Company subject to ratification bythe members annually. Your Company has received necessary confirmation from them satingthat they satisfy the criteria provided under section 141 of the Companies Act 2013

The Board of Directors of your Company has recommended to ratify the appointment ofM/s. S. R. Batliboi & Associates LLP Chartered Accountants Mumbai to hold theoffice as Statutory Auditor of the Company from the ensuing Annual General Meeting tillthe conclusion of next Annual General Meeting of the Company on such remuneration as maybe mutually decided by the Board of Directors or committee thereof and Statutory Auditor.

The statutory audit report does not contain any qualification reservation or adverseremark or disclaimer except the attention fetched in Clause (vii) (b) and (c) of theannexure to auditor's report in respect of undisputed and disputed ESIC and Income taxdues which has been clarified in the note 26 (B) to the Notes to Financial Statements. Thecomments in note 26(B) of the financial statements which are self-explanatory and do notcall for any further comments by the Board.

b. Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed V. B. Kondalkar & Associates Practicing Company Secretary to undertakeSecretarial Audit for the financial year ended March 312016 and same has beenre-appointed as Secretarial Auditor for the financialyear 2016-2017. The Secretarial AuditReport for the financial year ended March 31 2016 is annexed herewith and marked as an'Annexure -5' to this Report. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.

c. Internal Auditor

Pursuant to provisions of Section 138 of the Companies Act 2013 read with Rule 13 ofCompanies (Accounts) Rules 2014 the Company had appointed M/s. Haribhakti & Co. LLPChartered Accountants to undertake Internal Audit for financial year ended March 312016and same has been re-appointed as Internal Auditor for the financial year 2016-2017.

25. Material Changes And Commitments

There were no material changes and commitments affecting the financial position of theCompany which has occurred between the end of the financial year of the Company i.e.March 31 2016 and the date of Directors' Report i.e. May 20 2016.

26. Details of Significant and Material Orders

During the year under review there were no significant and material orders passed bythe regulators/courts/ tribunals which may impact the going concern status and theCompany's operations in future.

27. Particulars of Employees and Related Disclosures

a. The statement containing particulars of employees as required under Section 197(12)of the Companies Act 2013 read with Rules 5(2) and (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 forms part of this report as an'Annexure - 6'.

b. The ratio of the remuneration of each director to the median employee's remunerationand other details in terms of sub-section 12 of Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are forming part of this report as an 'Annexure - 7'.

c. Neither the Managing Director nor Wholetime Directors of the Company receive anyremuneration or commission from its subsidiary.

28. Transfer to Investor Education and Protection Fund

The Company does not have any unpaid/unclaimed amount which is required to betransferred under the provisions of Companies Act 2013 into the Investor Education andProtection Fund (IEPF) of the Government of India However following are the outstandingamount as on March 31 2016 with the Company:

a. Unclaimed Dividend:

Sr. No. Financial Year Amount (H)
1. 2013-14 55042
2. 2014-15 46890
Total 101932

b. Unclaimed share application money pending for refund of H727661/-.

The Company will transfer the unclaimed amount if any lying in aforesaid accounts oncompletion of seven years from the date it become due for refund.

29. Conservation of Energy and Technology Absorption

The disclosures to be made under Section 134 (3) (m) of the Companies Act 2013 readwith Rule 8 (3) of the Companies (Accounts) Rules 2014 by the Company are as under:

A. Conservation of Energy

(i) The steps taken or impact on conservation of energy:

Though business operation of the Company is not energy-intensive the Company being aresponsible corporate citizen makes conscious efforts to reduce its energy consumption.Some of the measures undertaken by the Company on a continuous basis including during theyear are listed below:

a) Use of LED Lights at office spaces.

b) Rationalisation of usage of electricity and electricalequipment- air-conditioningsystem office illumination beverage dispensers desktops.

c) Regular monitoring of temperature inside the buildings and controlling theair-conditioning system.

d) Planned Preventive Maintenance schedule put in place for electromechanicalequipment.

e) Usage of energy efficient illumination fixtures.

(ii) Steps taken by the Company for utilizing alternate source of energy.

The business operation of the Company are not energy-intensive hence apart from stepsmentioned above to conserve energy the management would also explore feasible alternatesource of energy.

(iii) The capital investment on energy conservation equipment:

There is no capital investment on energy conservation equipments during the year underreview.

B. Technology Absorption

(i) The efforts made towards technology absorption:

The Company is itself operates into the dynamic information technology space. TheCompany has a sizeable team of Information technology to evaluate technology developmentson a continuous basis and keep the organisation updated. The Company also has an in-houseresearch and development department to cater the requirements of existing business as wellas new products services designs frameworks processes and methodologies. This allowsthe

Company to serve its users in innovated ways and provide satisfaction and convenienceto the users and customers.

(ii) The benefits derived :

The Company emphasizes the investment in technology development and has immenselybenefited from it. The Company has developed most of its softwares required for operationsas well as its apps in-house. It has saved a sizeable amount of funds ensured dataprotection and also helps to understand in better way the requirement of users andcustomers.

(iii) The Company has not imported any technology during last three years from thebeginning of the financial year.

(iv) The Company has not incurred any expenditure on Research and Development duringthe year under review.

C. Foreign Exchange Earnings and Outgo

The Company has not earned any foreign exchange during the financial year under review.

The foreign exchange outgo during the year is as under:

Particulars 2015-16 2014-15
1. Travelling and conveyance 819681 1937005
2. Internet and server charges 46169832 29961494
3. Advertising and sales promotion 7439796 5512726
4. Data base and content charges 1392720 1468845
5. Administrative Support Charges 12754284 4973207
6. Professional and Legal Expenses 6762590 -
Total 75338903 43853277

30. Extract of the Annual Return:

Pursuant to sub-section 3(a) of Section 134 and subsection (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 the extracts of the Annual Return as on March 31 2016 forms part of thisreport as an 'Annexure -8'.

31. Prevention of Sexual Harassment

Your Company is fully committed to uphold and maintain the dignity of women working inthe Company and has zero tolerance towards any actions which may fall under the ambit ofsexual harassment at work place. The Company has not received any complaint during theyear under review.

The policy framed pursuant to the legislation Sexual Harassment of Women at workplace(Prevention Prohibition and Redressal) Act 2013 read with Rules framed there under maybe viewed at http://cms. justdial.com/investor-relations/policies.

32. Employees' Stock Option Scheme

The Stock Option Schemes enable the Company to hire and retain the best talent for itssenior management and key positions. The Nomination and Remuneration Committee of theBoard of Directors of the Company inter alia administers and monitors the Employees'Stock Option Schemes in accordance with the applicable SEBI Regulation.

The Company has granted 109888 options under ESOP schemes during the year underreview.

The Company has cancelled 113710 lapsed options and out of which 43072 options werere-issued to employees of the Company.

The applicable disclosures as stipulated under the SEBI (Share Based Employee Benefits)Regulations 2014 as on March 31 2016 (cumulative position) with regard to the Just DialPrivate Limited Employee Stock Option Scheme 2010 Just Dial Limited Employee StockOption Scheme 2013 and Just Dial Limited Employee Stock Option Scheme 2014 are disclosedon the Company's website which may be viewed at http://justdial.com/investor-relations/downloads.

Except Just Dial Private Limited Employee Stock Option Scheme 2010 all other schemesi.e. Just Dial Limited Employee Stock Option Scheme 2013 and Just Dial Limited EmployeeStock Option Scheme 2014 are in Compliance with SEBI (Share Based Employee Benefits)Regulations 2014. The Company does not intend to grant any further options under the JustDial Private Limited Employee Stock Option Scheme 2010. There were no material changes inaforesaid schemes during the year under review.

The Company has received a certificate from the Auditors of the Company that theSchemes have been implemented in accordance with the SEBI Regulations and the resolutionpassed by the members. The certificate would be placed at the AnnualGeneral Meeting forinspection by members. Voting rights on the shares issued to employees under the ESOS areeither exercised by them directly or through their appointed proxy.

33. Acknowledgements

Your Directors take the opportunity to express our deep sense of gratitude to allusers vendors Government and non-governmental agencies and bankers for their continuedsupport in Company's growth and look forward to their continued support in the future.

Your Directors would also like to express their gratitude to the shareholders forreposing unstinted trust and confidence in the management of the Company.

Registered Office For and on behalf of the Board of Directors of
Just Dial Limted
Just Dial Limited
CIN: L74140MH1993PLC150054
501/B 5th Floor Sd/- Sd/-
Palm Court Building - M V. S. S. Mani Ramani Iyer
New Link Road Malad (West) Managing Director and Chief Executive Officer Whole-time Director
Mumbai - 400 064. (DIN-00202052) (DIN-00033559)
Place: Mumbai
Date : May 20 2016