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Just Dial Ltd.

BSE: 535648 Sector: Others
NSE: JUSTDIAL ISIN Code: INE599M01018
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OPEN 491.00
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VOLUME 308413
52-Week high 619.45
52-Week low 318.20
P/E 25.96
Mkt Cap.(Rs cr) 3,335
Buy Price 0.00
Buy Qty 0.00
Sell Price 495.05
Sell Qty 80.00
OPEN 491.00
CLOSE 496.30
VOLUME 308413
52-Week high 619.45
52-Week low 318.20
P/E 25.96
Mkt Cap.(Rs cr) 3,335
Buy Price 0.00
Buy Qty 0.00
Sell Price 495.05
Sell Qty 80.00

Just Dial Ltd. (JUSTDIAL) - Director Report

Company director report

Dear Members

We the Directors of Just Dial Limited (the "Company") are delighted topresent 23rd Annual Report along with the audited accounts of the Company forthe year ended March 31 2017 (the "Report").

1. FINANCIAL HIGHLIGHTS

( Rs. in million)
Particulars Standalone Consolidated
2016-2017 2015-2016 2016-2017 2015-2016
Revenue from Operations 7186.10 6676.60 7186.10 6676.60
Other Income 654.60 632.60 654.35 632.63
Financial Income 216.03 167.65 215.89 167.67
Total Revenue 8056.73 7476.85 8056.34 7476.90
Profit/Loss before depreciation 1966.23 2242.31 1966.43 2242.57
Less: Depreciation 401.40 311.03 401.39 310.97
Profit Before Tax 1564.83 1931.28 1565.04 1931.60
Less: Provision for tax 351.41 503.90 351.43 503.88
Profit After Tax 1213.42 1427.38 1213.61 1427.72
Other Comprehensive Income 278.72 11.00 278.72 11.00
Total Comprehensive Income 1492.14 1438.38 1492.33 1438.72

Note: The above figures are extracted from the standalone and consolidated financialstatements prepared in compliance with Indian Accounting Standard (IND AS). The FinancialStatements of the Company complied with all aspects with Indian Accounting Standards (INDAS) notified under section 133 of the Companies Act 2013 (the Act) [Companies (IndianAccounting Standards) Rules 2015] and other relevant provisions of the Act.

INDIAN ACCOUNTING STANDARDS (IND AS)

The Ministry of Corporate Affairs (MCA) vide its notification in the OfficialGazette dated February 16 2015 notified applicability of Ind AS to a certain class ofCompanies. Accordingly Ind AS was applicable to your Company for the accounting periodbeginning from April 1 2016 with a transition date on April 1 2015. Your Company hasadopted the IND AS and the financial statements comply with all aspects with IndianAccounting Standards (IND AS) notified under Section 133 of the Companies Act 2013 (theAct) [Companies (Indian Accounting Standards) Rules 2015] and other relevant provisionsof the Act.

The comparative financial information of the Company for the year ended March 31 2016and the transition date opening balance sheet as at April 1 2015 included in theStandalone and Consolidated IND AS financial statements are based on the previouslyissued statutory financial statements for the years ended March 31 2016 and March 312015 prepared in accordance with the Companies (Accounting Standards) Rules 2006 (asamended) and adjustments to those financial statements for the differences in accountingprinciples adopted by the Company on transition to the Ind AS.

Transition to IND AS was smooth and did not have any significant financial impact asCompany was already following prudent accounting policies similar to IFRS standards. TheBoard of Directors complimented finance team for smooth transition to IND AS.

2. STATE OF COMPANY'S AFFAIRS BUSINESS OVERVIEW AND FUTURE OUTLOOK

The Revenue from operation has increased by about 7.63% on accrual basis to Rs.7186.10 million in the financial year ended March 31 2017 as compared to Rs. 6676.60million in the financial year ended March 31 2016.

The Company's Operating Earnings before interest depreciation and taxes (EBITDA) marginstands at 15.25% of the operating income in the financial year ended March 31 2017. Theprofit before tax (PBT) of the current financial year decreased by 18.97% to `1564.83million as compared to Rs. 1931.28 million for the preceding financial year.

The Company's profit after tax (PAT) of the current financial year decreased by 14.99%to Rs. 1213.42 million as compared to Rs. 1427.38 million for the preceding financialyear.

The operations of the subsidiaries in financial year 2016-17 were not significant andthe performance of subsidiaries is reflecting in the financial highlights mentionedhereinabove.

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

To conserve the resources of the Company the management has decided not to recommendany dividend for this financial year.

4. DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the SEBI (Listing Obligation and Disclosures Requirements)Regulations 2015 (the Listing Regulations) the top 500 listed Companies shall formulatea Dividend Distribution Policy. In compliance with the said requirements the Company hasformulated its Dividend Distribution Policy which is enclosed as ‘Annexure -1‘ to this Report and also available on the website of the Company and may beviewed at https://www. justdial.com/cms/investor-relations/policies.

5. TRANSFER TO RESERVE

The Company has not transferred any amount in the general reserve of the Companyduring the year under review however Rs. 270.30 Million has been transferred to CapitalReserve being the difference between fair value of consideration paid and fair value ofnet assets taken pursuant to Scheme of Arrangement between the Company and Just DialGlobal Private Limited.

6. 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 are no details to disclose as required under Rule 8 (5)(v) and (vi) of the Companies (Accounts) Rules 2014.

7. DETAILS OF SUBSIDIARIES/JOINT VENTURES/ ASSOCIATE COMPANIES

The Company has following two subsidiaries as on March 31 2017.

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

The revenue and expenses for the financial year 2016-17 is 0.19 Million USD and 0.18Million USD respectively which is same as previous financial year 2015-16. The companyhad recorded growth in Profit after tax from USD 7955 in FY 2015-16 to USD 8832 in FY2016-17.

ii. JD International Pte. Ltd. Singapore - wholly owned subsidiary of the Company

JD International Pte. Ltd. has not yet started its operations.

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 websiteof the Company and may be viewed athttps://www.justdial.com/cms/investor-relations/policies.

During the year under review neither any Company has become nor ceased as Subsidiary.The Company does not have any joint venture or associate Company.

8. CONSOLIDATED FINANCIAL STATEMENT

The Audited Financial Statements for the year ended March 31 2017 of Just Dial Inc.USA and Unaudited Financial Statement of JD International Pte Ltd. Singaporewholly-owned subsidiary companies are available on website of the Company i.e. www.justdial.com. JD International Pte Ltd. Singapore has not yet started its operationhence the Audit of the Financial is not mandatory as per the law of Singapore thereforethe Financial Statement of JD International Pte Ltd. Singapore is unaudited. TheStatement containing salient features of the financial statements of the subsidiarycompanies in the prescribed format i.e. AOC-1 is appended as an `Annexure - 2' tothe Board's Report. The statement also provides the details of performance and financialposition of subsidiary companies however looking at the performance of the Subsidiarieswhich do not contribute significant in the growth and performance of the Company. Thesedocuments will also be available for inspection on all working days except SaturdaysSundays and public holidays at the registered office of the 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. TheCompany has consolidated its results in accordance with the IND AS 110 –‘Consolidated Financial Statements' pursuant to section 133 of the Companies Act2013 read with Companies (Indian Accounting Standards) Rules 2015.

9. SHARE CAPITAL

Pursuant to order passed by Hon'ble National Company Law Tribunal on March 22 2017 inrespect of Scheme of Arrangement between the Company and Just Dial Global Private Limitedthe face value of preference share of the Company has been sub-divided from Rs. 10/- per

Preference share to Rs. 1/- per preference share and accordingly the number ofpreference shares in the authorised share capital has been increased from 1200000preference shares of Rs. 10/- each to 12000000 preference shares of Rs. 1/- each.Therefore the authorised share capital of the Company is Rs. 1012000000/- dividedinto 100000000 Equity Shares of face value of Rs. 10/- each and 12000000 PreferenceShares of Rs. 1/- each.

During the year under review the paid-up share capital of the Company has increasedfrom Rs. 694.74 million to Rs. 695.38 million.

During year under review the Company has allotted 64841 Equity Shares of Rs. 10/-each to its employees upon exercise of options granted to them under the ESOP Schemes ofthe Company.

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

The Company has not issued any sweat equity shares to its Directors or employeesduring the year under review.

Pursuant to order passed by Hon'ble National Company Law Tribunal on March 22 2017 inrespect of Scheme of Arrangement between the Company and Just Dial Global Private Limitedthe Company needs to issue and allot 1125068 preference shares of Rs. 1/- per share tothe shareholders of Just Dial Global Private Limited. The provision for this purpose hasbeen made in the books of accounts of the Company and the same has been shown as suspenseaccount in the statement of changes in equity for the year ended March 31 2017.

10. DIRECTORS AND KEY MANAGERIAL PERSONS

The Company has 8 (Eight) Directors on the Board of which 3 (Three) are IndependentDirectors 2 (Two) are Non-executive Directors and 3 (Three) are ExecutiveDirectors including one Managing Director as on March 31 2017.

a. Appointments/Resignations from the board of directors

During the year under review Mr. Ravi Chandra Adusumalli (DIN: 00253613) and Mr.Shailendra Jit Singh (DIN: 01930079) have resigned from the Directorship of the Company onMay 27 2016 and June 13 2016 respectively. The Board of Directors placed on record itsappreciation for the valuable services rendered by them during their tenure as directorsand wishes them very best in all their future endevours. Mr. Pulak Chandan Prasad (DIN:00003557) was appointed as an Additional Director (Non-Independent & Non - Executive)on the Board with effect from October 26 2016 to hold office up to the date of ensuingAnnual General Meeting.

b. Directors Retiring by Rotation

In terms of Section 152 of the Companies Act 2013 Mrs. Anita Mani (DIN 02698418)being director liable to retire by rotation shall retire at the ensuing Annual GeneralMeeting and being eligible for re-appointment offers herself for re-appointment. Theinformation as required to be disclosed under Regulation 36 of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (the"Listing Regulations") in case of re-appointment of directors will be providedin the notice of 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 the criteria of independence aslaid down in the Companies Act 2013 and the Listing Regulations .

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 (DIN:00202052) Managing Director and Chief Executive Officer; Mr.Ramani Iyer (DIN:00033559) Whole-time Director Mr. V. Krishnan (DIN: 00034473)Whole-time Director Mr. Ramkumar Krishnamachari Chief Financial Officer and Mr. SachinJain Company Secretary of the Company are the key managerial personnel as per theprovisions of the Companies Act 2013 and rules made thereunder.

There is no change in the key managerial persons during the year under review exceptthe Board of Directors on recommendation of Nomination and Remuneration Committee hasreappointed Mr. V. S. S. Mani (DIN:00202052) as Managing Director and Chief ExecutiveOfficer of the Company and Mr. V. Krishnan (DIN: 00034473) as Whole-time Director of theCompany for a period of 5 years with effect from August 1 2016 and the said appointmentshave been approved by the shareholders of the Company at the Annual General Meeting heldon September 30 2016.

11. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

5(Five) 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.

12. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) (c) of the Companies Act 2013 theDirectors hereby confirm and state that:

(a) in the preparation of the annual accounts for the financial year ended March 312017 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

(b) the Directors have 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 have 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 have prepared the annual accounts on a going concern basis;

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

13. 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– 3' and forms part of this Report.

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

14. PERFORMANCE EVALUATION OF THE BOARD

The Nomination and Remuneration Committee of the Company has laid down thecriteria for performance evaluation of the Board its Committees and individual directorsincluding independent Directors covering various aspects of the Board's functioning suchas adequacy of the composition of the Board and its Committees Board culture executionand performance 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 Directors including Independent Directors and its Committeeson parameters such as level of engagement and contribution independence of judgmentsafeguarding the interest of the Company and its minority shareholders etc .

15. 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 asfollows:

• Audit Committee
1. Mr. B. Anand Chairman
2. Mr. Sanjay Bahadur Member
3. Mr. Malcolm Monteiro Member
4. Mr. V. S. S. Mani Member
• Nomination and Remuneration Committee
1. Mr. Malcolm Monteiro Chairman
2. Mr. Sanjay Bahadur Member
3. Mr. B. Anand Member
• 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
• Risk Assessment and Management Committee
1. Mr. B. Anand Chairman
2. Mr. Sanjay Bahadur Member
3. Mr. V. Krishnan Member
4. Mr. Ramkumar Krishnamachari Member
• 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.

16. CORPORATE SOCIAL RESPONSIBILITY( CSR)

Your Company understands responsibility towards the society community employee andenvironment and positively contributed its share for betterment of society andenvironment. The Company was voluntarily into CSR activities before enactment of statutoryrequirement of CSR. The Company has broadly identified the sectors such as educationrural development healthcare environment and water conservation for its CSR activities.The Company believes in a meaningful contribution in CSR and in furtherance of itscommitment to the CSR a Trust in the name of Just Dial Foundation has been formed tocarry out its CSR activities.

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 at https://www.justdial.com/cms/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 – 4' to this Report.

17. MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

18. CORPORATE GOVERNANCE

The corporate governance is an ethical business process to create and enhance value andreputation of an organization accordingly your directors functions as trustee of theshareholders and seek to ensure that the long term economic value for its shareholders isachieved while balancing interest of all the stakeholders The Report on CorporateGovernance as stipulated under Regulation 34(3) of Securities and Exchange Board of India(Listing Obligation and Disclosure Requirements) Regulations 2015 is presented in aseparate section and forming 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.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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 no whistle has been blown in the Company. Thewhistle blower policy is available at the link:https://www.justdial.com/cms/investor-relations/ policies.

20. 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.

21. 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. 5 of standalone financialstatements).

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during thefinancial year with related parties were in the ordinary course of business and on anarm's length basis. The Company has not entered into any transaction with related partieswhich could attract the provision of section 188(1) of the Companies Act 2013 hencerequisite information in Form AOC-2 could not be provided. During the year the Companyhad not entered into any contract / arrangement / transaction with related parties whichcould be considered material in accordance with the policy of the Company on materialityof related party transactions.

Thestatementshowingthedisclosureoftransactions with related parties such as payment ofdirectors remuneration in Compliance with Applicable IND AS the details of the same areprovided in Note No. 27 of the Standalone Financial Statement. All related partytransactions were placed before the Audit Committee and the board for approval.

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

23. 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 the internalcontrol system in the Company and status of its compliance.

24. SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSUREREQUIREMENTS) REGULATIONS 2015

The 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 Year2017-2018.

The Company has 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 athttps:// www.justdial.com/cms/investor-relations/ policies.

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

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

25. AUDITORS

(a) Statutory Auditor

M/s. S. R. Batliboi & Associates LLP Chartered Accountants (Firm registration no.101049W/ E300004) has been appointed as Statutory Auditors 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 statingthat 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 Auditors 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 Auditors.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 disputed ESIC and Income tax dues which hasbeen clarified in the note 30(C) to the Notes to Financial Statements. The comments innote 30(C) of the financial statements which are self-explanatory and do not call for anyfurther 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 31 2017 and same has beenre-appointed as Secretarial Auditor for the financial year 2017-2018. The SecretarialAudit Report for the financial year ended March 31 2017 is annexed herewith and marked asan ‘Annexure - 5' to this Report. The Secretarial Audit Report does notcontain any qualification 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 31 2017and same has been re-appointed as Internal Auditor for the financial year 2017-2018.

26. MAJOR ACTIVITIES CARRIED OUT DURING THE YEAR:

a) Demerger i.e. transfer and vesting of the Data & Information Undertaking of JustDial Global Private Limited into Just Dial Limited as per the Scheme of Arrangementbetween Just Dial Limited and Just Dial Global Private Limited and their respectiveshareholders and creditors which has been approved by the Hon'ble NCLT on March 22 2017.

b) Alteration to the Main Object Clause of the Memorandum of Association of the Companyby inserting Objects 9 to 14 as approved by the shareholders by way of postal ballot onJune 1 2016.

c) Formulation of Just Dial Limited Employee Stock Option Scheme 2016 (ESOP 2016) asapproved by the shareholders by way of postal ballot on January 6 2017.

27. 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 2017 till the date of Directors' Report i.e. May 19 2017.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

There were no other significant and material orders passed by theregulators/courts/tribunals which may impact the going concern status and the Company'soperations in future.

29. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

(a) The ratio of the remuneration of each director to the median employee'sremuneration and other details in terms of sub-section 12 of Section 197 of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are forming part of this report as an ‘Annexure – 6'.

(b) In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014a statement showing the names and other particulars of the employees drawing remunerationin excess of the limits set out in the said rules is provided in a separate annexureforming part of this Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act theAnnual Report excluding the aforesaid information is being sent to the Members of theCompany. In terms of Section 136 the said annexure is open for inspection at theRegistered Office of the Company. Any Member interested in obtaining such particulars maywrite to the Company Secretary of the Company.

(c) Neither the Managing Director nor whole-time Directors of the Company receive anyremuneration or commission from its subsidiary.

30. 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 2017 with the Company:

A. Unclaimed and Unpaid Dividend:

Sr. No. Financial Year Amount (`)
1. 2013-14 21442
2. 2014-15 46790
Total 68232

B. Unclaimed share application money pending for refund of Rs. 727661/-.

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

31. 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 electrical equipment–air-conditioning system 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 fromthe beginning of the financial year.

(iv) The Company has not incurred any expenditureonResearchandDevelopment during theyear 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:

Amount in `
Sr. No. Particulars 2016-17 2015-16
1. Travelling and conveyance 172519 819681
2. Internet and server charges 35557743 46169832
3. Advertising and sales promotion 8705758 7439796
4. Database and content charges - 1392720
5. Administrative Support Charges 13061309 12754284
6. Professional and Legal Expenses 397271 6762590
Total 57894600 75338903

32. 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 2017 forms part of thisreport as an ‘Annexure - 7'.

33. 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 Sexual Harassment of Women at Workplace (Prevention

Prohibition and Redressal) Act 2013 read with Rules framed there under may be viewedat https://www. justdial.com/cms/investor-relations/ policies.

34. BUSINESS RESPONSIBILITY REPORT

The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 mandated inclusion of Business Responsibility Report aspart of the Annual Report for top 500 Listed entities based on the market capitalizationaccordingly a Business Responsibility Report is presented in a separate section andforming part of this Report.

35. 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 Regulations.

The Company has granted 613176 options under ESOP schemes during the year underreview. The Company has cancelled 61091 lapsed options and out of which 5000 optionswere re-issued to employees of the Company under ESOP Schemes. The applicable disclosuresas stipulated under the SEBI (Share Based Employee Benefits) Regulations 2014 as on March31 2017 (cumulative position) with regard to the Just Dial Private Limited Employee StockOption Scheme 2010 Just Dial Limited Employee Stock Option Scheme 2013 Just DialLimited Employee Stock Option Scheme 2014 and Just Dial Limited Employee Stock OptionScheme 2016 are disclosed on the Company's website which may be viewed athttps://www.justdial.com/cms/ 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 Just Dial Limited EmployeeStock Option Scheme 2014 and Just Dial Limited Employee Stock Option Scheme 2016 are inCompliance with SEBI (Share Based Employee Benefits) Regulations 2014. All the optionsgranted under Just Dial Private Limited Employee Stock Option Scheme 2010 have beenexercised / lapsed. There were no material changes in aforesaid schemes during the yearunder review. The Company has received a certificate from the Auditors of the Company thatthe Schemes have been implemented in accordance with the SEBI Regulations and theresolution passed by the members. The certificate would be placed at the Annual GeneralMeeting for inspection by members. Voting rights on the shares issued to employees underthe ESOS are either exercised by them directly or through their appointed proxy.

36. 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 Limited
Just Dial Limited
CIN: L74140MH1993PLC150054
501/B 5th Floor
Palm Court Building – M V. S. S. Mani Ramani Iyer
New Link Road Malad (West) Managing Director Whole-time Director
Mumbai 400 064. and Chief Executive Officer (DIN-00033559)
(DIN-00202052)
Place: Mumbai
Date: May 19 2017