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Just Dial Ltd.

BSE: 535648 Sector: Others
NSE: JUSTDIAL ISIN Code: INE599M01018
BSE 00:00 | 19 Dec 489.90 -3.25
(-0.66%)
OPEN

497.00

HIGH

497.85

LOW

487.00

NSE 00:00 | 19 Dec 490.90 -2.85
(-0.58%)
OPEN

497.65

HIGH

498.00

LOW

489.00

OPEN 497.00
PREVIOUS CLOSE 493.15
VOLUME 92134
52-Week high 648.00
52-Week low 358.30
P/E 21.38
Mkt Cap.(Rs cr) 3,303
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 497.00
CLOSE 493.15
VOLUME 92134
52-Week high 648.00
52-Week low 358.30
P/E 21.38
Mkt Cap.(Rs cr) 3,303
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Just Dial Ltd. (JUSTDIAL) - Auditors Report

Company auditors report

To

The Members of

Just Dial Limited

REPORT ON THE STANDALONE IND AS FINANCIAL STATEMENTS

We have audited the accompanying standalone Ind AS financial statements of Just DialLimited (the "Company") which comprise the Balance Sheet as at March 31 2018the Statement of Profit and Loss including the statement of Other Comprehensive Incomethe Cash Flow Statement and the Statement of Changes in Eguity for the year then endedand a summary of significant accounting policies and other explanatory information.

MANAGEMENT'S RESPONSIBILITY FOR THE STANDALONE IND AS FINANCIAL STATEMENTS

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 (the ''Act") with respect to the preparation ofthese standalone Ind AS financial statements that give a true and fair view of thefinancial position financial performance including other comprehensive income cash flowsand changes in eguity of the Company in accordance with accounting principles generallyaccepted in India including the Indian Accounting Standards (Ind AS) specified underSection 133 of the Act. read with the Companies (Indian Accounting Standards) Rules2015 as amended. This responsibility also includes maintenance of adeguate accountingrecords in accordance with the provisions of the Act for safeguarding of the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgements and estimates that arereasonable and prudent; and the design implementation and maintenance of adeguateinternal financial control that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe Ind AS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

AUDITOR'S RESPONSIBILITY

Our responsibility is to express an opinion on these standalone Ind AS financialstatements based on our audit. We have taken into account the provisions of the Act theaccounting and auditing standards and matters which are reguired to be included in theaudit report under the provisions of the Act and the Rules made thereunder. We conductedour audit of the standalone Ind AS financial statements in accordance with the Standardson Auditing issued by the Institute of Chartered Accountants of India as specified underSection 143(10) of the Act. Those Standards reguire that we comply with ethicalreguirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the standaloneInd AS financial statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control relevant to the Company'spreparation of the standalone Ind AS financial statements that give a true and fair viewin order to design audit procedures that are appropriate in the circumstances. An auditalso includes evaluating the appropriateness of accounting policies used and thereasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of the standalone Ind AS financial statements. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the standalone Ind AS financial statements.

OPINION

In our opinion and to the best of our information and according to the explanationsgiven to us the standalone Ind AS financial statements give the information reguired bythe Act in the manner so reguired and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at March 31 2018 its profit including other comprehensive income its cash flows andthe changes in eguity for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As reguired by the Companies (Auditor's report) Order 2016 (the "Order")issued by the Central Government of India in terms of sub-section (11) of Section 143 ofthe Act we give in the Annexure 1 a statement on the matters specified in paragraphs 3and 4 of the Order.

2. As reguired by Section 143 (3) of the Act we report that:

(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion proper books of account as reguired by law have been kept by theCompany so far as it appears from our examination of those books;

(c) The Balance Sheet Statement of Profit and Loss including the Statement of OtherComprehensive Income the Cash Flow Statement and Statement of Changes in Eguity dealtwith by this Report are in agreement with the books of account;

(d) In our opinion the aforesaid standalone Ind AS financial statements comply withthe Accounting

Standards specified under Section 133 of the Act read with Companies (IndianAccounting Standards) Rules 2015 as amended;

(e) On the basis of written representations received from the directors as on March 312018 and taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2018 from being appointed as a director in terms of Section 164 (2) ofthe Act;

(f) With respectto the adequacy of the internal financial controls over financialreporting of the Company with reference to these standalone Ind AS financial statementsand the operating effectiveness of such controls referto our separate Report in"Annexure 2" to this report; and

(g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone Ind AS financial statements - Refer

Note 30 (c) to the standalone Ind AS financial statements;

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses; and

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

For S. R. Batliboi & Associates LLP

Chartered Accountants

ICAI Firm Registration

Number: 101049W/E300004

per

Kalpesh Jain

Partner

Membership Number: 106406

Place: Mumbai

Date: May 21 2018

ANNEXURE1

Referred to in Paragraph 1 under Report on Other Legal and Regulatory Requirements ofour audit report of even date

Re: Just Dial Limited (‘the Company')

(i) (a) The Company has maintained proper records showing full particulars includingguantitative details and situation of fixed assets.

(b) All fixed assets were physically verified by the management in the year precedingthe previous year in accordance with a planned programme of verifying them once in threeyears which in our opinion is reasonable having regard to the size of the Company andthe nature of its assets. No material discrepancies were noticed on such verification.

(c) According to information and explanations given by the management the title deedsof immovable properties included in Property plant and eguipment are held in the name ofthe company.

(ii) The Company's business does not involve inventories and accordingly thereguirements under paragraph 3 (ii) of the Order are not applicable to the Company.

(iii) (a) According to the information and explanations given to us the Company hasnot granted any loans secured or unsecured to companies firms limited liabilitypartnerships or other parties covered in the register maintained under Section 189 of theAct. Accordingly the provisions of clause 3 (iii) (a) to (c) of the Order are notapplicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to usprovisions of Section 186 of the Act in respect of investments made have been compliedwith by the Company. There are no other loans guarantees or securities granted in respectof which provisions of Section 185 and 186 of the Act are applicable and hence notcommented upon.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76of the Act and the Companies (Acceptance of Deposits) Rules 2014 (as amended).Accordingly the provisions of clause 3(v) of the Order are not applicable.

(vi) To the best of our knowledge and as explained the Central Government has notspecified the maintenance of cost records under clause 148 (1) of the Act for theservices of the Company.

(vii) (a) Undisputed statutory dues including provident fund employees' stateinsurance income-tax sales-tax goods and service tax value-added tax cess and othermaterial statutory dues have generally been regularly deposited with the appropriateauthorities though there has been a slight delay in a few cases. The provisions relatingto duty of excise and duty of customs are not applicable to the Company.

(b) According to the information and explanations given to us no undisputed amountspayable in respect of provident fund employees' state insurance income- tax goods andservice tax sales-tax value added tax cess and other statutory dues were outstandingat the year end for a period of more than six months from the date they became payable.The provisions relating to duty of excise and duty of customs are not applicable to theCompany.

(c) According to the records of the Company the dues outstanding of income taxemployees' state insurance and cess which have not been deposited on account of anydispute are as follows:

Name of the statute Nature of the dues Amount (Rs. ) Period to which the amount relates Forum where dispute is pending
Income Tax Act 1961 Income tax 1318456 A.Y 2008-09 Income Tax Appellate Tribunal
Income Tax Act 1961 Income tax 1626272 A.Y. 2014-15 Deputy Commissioner of Income Tax
The Employees' State Insurance Act 1948 ESIC 2063440 April 2005 to March 2010 Employee's Insurance Court

(viii) The Company did not have any outstanding loans or borrowing dues in respect of afinancial institution or bank or to government or dues to debenture holders during theyear.

(ix) According to the information and explanations given by the management the Companyhas not raised any money by way of initial public offer/further public offer/debtinstruments and term loans hence reporting under clause (ix) is not applicable to theCompany and hence not commented upon.

(x) Based upon the audit procedures performed for the purpose of reporting the true andfair view of the financial statements and according to the information and explanationsgiven by the management we report that no material fraud by the company or no fraud onthe Company by the officers and employees of the Company has been noticed or reportedduring the year.

(xi) According to the information and explanations given by the management themanagerial remuneration has been paid or provided in accordance with the reguisiteapprovals mandated by the provisions of Section 197 read with Schedule V to the Act.

(xii) In our opinion the Company is not a nidhi company Therefore the provisions ofclause 3 (xii) of the Order are not applicable to the Company and hence not commentedupon.

(xiii) According to the information and explanations given by the managementtransactions with the related parties are in compliance with Section 177 and 188 of theAct where applicable and the details have been disclosed in the notes to the financialstatements as reguired by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overallexamination of the balance sheet the company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the yearunder review and hence reporting reguirements under clause 3(xiv) are not applicable tothe company and not commented upon.

(xv) According to the information and explanations given by the management the Companyhas not entered into any non-cash transactions with directors or persons connected withhim as referred to in Section 192 of the Act.

(xvi) According to the information and explanations given to us provisions of section45-IA of the Reserve Bank of India Act 1934 are not applicable to the Company.

For S. R. Batliboi & Associates

LLP Chartered Accountants

ICAI Firm Registration

Number: 101049W/E300004

Per

Kalpesh Jain

Partner

Membership Number: 106406

Place: Mumbai

Date: May 21 2018

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 (the "Act")

We have audited the internal financial controls over financial reporting of Just DialLimited (the "Company") as of March 31 2018 in conjunction with our audit ofthe standalone financial statements of the Company for the year ended on that date.

MANAGEMENT'S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company's Management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adeguate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to the Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asreguired under the Act.

AUDITOR'S RESPONSIBILITY

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing as specified under Section143(10) of the Act to the extent applicable to an audit of internal financial controlsand both issued by the Institute of Chartered Accountants of India. Those Standards andthe Guidance Note reguire that we comply with ethical reguirements and plan and performthe audit to obtain reasonable assurance about whether adeguate internal financialcontrols over financial reporting was established and maintained and if such controlsoperated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adeguacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the internal financial controls system overfinancial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acguisition use or disposition of theCompany's assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subjectto the riskthatthe internal financial control overfinancial reporting may become inadeguate because of changes in conditions or that thedegree of compliance with the policies or procedures may deteriorate.

OPINION

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2018 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For S. R. Batliboi & Associates

LLP Chartered Accountants

ICAI Firm Registration Number: 101049W/E300004

per Kalpesh Jain

Partner

Membership Number: 106406

Place: Mumbai

Date: May 21 2018