Your Directors have pleasure in presenting their 27th Annual Report on thebusiness and operations of the Company together with the Audited Financial Statements forthe financial year ended March 31 2021 (the Report').
1. FINANCIAL PERFORMANCE
The summarised financial performance of the Company for the financial year ended March31 2021 are presented below:
|Particulars ||Standalone || ||Consolidated || |
| ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Revenue from Operations ||67518 ||95311 ||67518 ||95311 |
|Other Income ||12598 ||11659 ||12598 ||11659 |
|Finance Income ||2354 ||2312 ||2354 ||2312 |
|Total Revenue ||82470 ||109282 ||82470 ||109282 |
|Profit before Interest and depreciation ||30440 ||41263 ||30437 ||41263 |
|Less: Interest ||740 ||891 ||740 ||891 |
|Less: Depreciation ||4233 ||5207 ||4233 ||5207 |
|Profit Before Tax ||25467 ||35165 ||25464 ||35165 |
|Less: Provision for tax ||4048 ||7934 ||4048 ||7934 |
|Profit After Tax ||21419 ||27231 ||21416 ||27231 |
|Other Comprehensive Income ||(106) ||(382) ||(106) ||(374) |
|Total Comprehensive Income ||21313 ||26849 ||21310 ||26857 |
Note: The above figures are extracted from the standalone and consolidated financialstatements prepared in compliance with Indian Accounting Standards (Ind AS'). TheFinancial Statements of the Company complied with all aspects with Ind AS notified underSection 133 of the Companies Act 2013 read with the Companies (Indian AccountingStandards) Rules 2015 as amended from time to time and other relevant provisions of theCompanies Act 2013.
The COVID-19 pandemic has caused a huge disruption creating an unprecedented impact onthe financial wellbeing of nations corporations and individuals. A detailed discussion onimpact of COVID-19 is covered in the Management Discussion and Analysis'.
2. STATE OF COMPANY'S AFFAIRS BUSINESS OVERVIEW AND FUTURE OUTLOOK
The Revenue from operations has decreased by about 29.2% on accrual basis to f 67518Lakh in the financial year ended March 312021 as compared to f 95311 Lakh for thepreceding financial year.
The Company's Operating Earnings Before Interest Depreciation and Taxes(EBITDA') margin stands at 22.9% of the operating revenue in the financial yearended March 31 2021. Profit Before Tax (PBT') of the current financial yeardecreased by 27.6% to f 25467 Lakh as compared to f 35165 Lakh for the precedingfinancial year.
The Company's Profit After Tax (PAT') of the current financial year decreased by21.3% to f 21419 Lakh as compared to f 27231 Lakh for the preceding financial year.
The operations of the subsidiaries in financial year 2020-21 were not significant andthe performance of subsidiaries is reflecting in the financial highlights tabulatedhereinabove.
During the year under review there were no changes in the nature of business of theCompany the detailed discussion on Company's overview and future outlook has been givenin the section on Management Discussion and Analysis'.
The Company has distributed its profits to the shareholders by successful completion ofbuy-back of equity shares of the Company during the year under review. Hence to conserveresources for future requirements the Board has decided not to recommend any dividend forthis financial year.
In terms of Regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosures Requirements) Regulations 2015 (the ListingRegulations') the Company has formulated its Dividend Distribution Policy. The Policy isavailable on the website of the Company and may be viewed athttps://www.iustdial.com/cms/investor- relations/policies.
4. TRANSFER TO RESERVES
The Company has not transferred any amount in the general reserve of the Company duringthe year under review. However the Company has created Capital Redemption Reserve accountin relation to redemption of preference shares and buy-back of equity shares of theCompany. For complete details on movement in Reserves and Surplus during the financialyear ended March 31 2021 please refer to the Statement of Changes in Equity table of theStandalone Financial Statement of the Company.
During the year under review your Company has not accepted any deposits within themeaning of Sections 73 and 76 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 hence there are no details to disclose as requiredunder Rule 8(5) (v) and (vi) of the Companies (Accounts) Rules 2014.
6. DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATE COMPANIES
The Company has following three subsidiaries as on March 31 2021:
i. Just Dial Inc. USA - wholly-owned subsidiary of the Company
The revenue for the financial years 2020-21 and 2019-20 are 14616 USD and 108302 USDrespectively and expenses for the financial years 2020-21 and 2019-20 are 14139 USD and103330 USD respectively. The profit after tax has decreased from 5037 USD in FY 2019-20to 447 USD in FY 2020-21.
ii. JD International Pte. Ltd. Singapore - wholly- owned subsidiary of the Company
JD International Pte. Ltd. has not yet started its operations.
iii. MYJD Private Limited - wholly-owned subsidiary of the Company
MYJD Private Limited has not yet started its operations.
During the year under review the Company did not have any material subsidiary.
Pursuant to requirements of Regulation 16(1)(c) of the Listing Regulations the Companyhas formulated Policy on determining Material Subsidiaries' which is posted onwebsite of the Company and may be viewed at https://www.iustdial.com/cms/investor-relations/policies.
During the year under review neither any Company has become nor ceased to be aSubsidiary of the Company. The Company does not have any ioint venture or associatecompany.
7. CONSOLIDATED FINANCIAL STATEMENT
The Statement containing salient features of the financial statements of the subsidiarycompanies in the prescribed format i.e. Form AOC-1 is annexed herewith and marked asAnnexure - 1' to this Report. The statement also provides the details of performanceand financial position of subsidiary companies. However looking at the performance of thesubsidiaries they do not contribute significantly in the growth and performance of theCompany.
The Consolidated Financial Statements represents those of the Company and itswholly-owned subsidiaries viz. MYJD Private Limited Just Dial Inc. USA and JDInternational Pte. Ltd. Singapore. The Company has consolidated its financial statementsin accordance with the Ind AS 110 - Consolidated Financial Statements' pursuant toSection 133 of the Companies Act 2013 read with Companies (Indian Accounting Standards)Rules 2015.
The Audited Financial Statements for the year ended March 312021 of Just Dial Inc.USA MYJD Private Limited and Unaudited Financial Statement of JD International Pte.
Ltd. Singapore wholly-owned subsidiary companies are available on website of theCompany and the same can be viewed at https://www.iustdial.com/cms/investor-relations/downloads. JD International Pte. Ltd. Singapore has not yet started its operationshence audit of the Financials is not mandatory as per the laws of Singapore. Thereforethe Financial Statements of JD International Pte. Ltd. Singapore are unaudited.
8. SHARE CAPITAL
The authorised share capital of the Company as on March 31 2021 is f1012000000 (Rupees One Hundred One Crore Twenty Lakh Only) divided into 100000000(Ten Crore) Equity Shares of f 10/- (Rupees Ten Only) each and 12000000 (One CroreTwenty Lakh) Preference Shares of f 1/- (Rupee One Only) each. There was no change in theAuthorised share capital during the year under review.
During the year under review the Company has allotted 111077 Equity Shares off10/- (Rupees Ten Only) each to its employees upon exercise of options granted to themunder the ESOP Schemes of the Company.
The Company has bought back 3142857 equity shares of f 10/- each on aproportionate basis through the tender offer route.
During the year under review the Company has redeemed 1125068 6% RedeemablePreference Shares of f 1/- each at par aggregating to f 1125068/- out of the profits ofthe Company as per the terms of Scheme of Arrangement between Just Dial Limited and JustDial Global Private Limited and their respective Shareholders and Creditors.
The paid-up share capital of the Company as on March 31 2021 is f618719120/- which comprises of 61871912 equity shares of f 10/- (Rupees Ten Only)each.
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 PERSONNEL
The Board as on March 31 2021 comprised of 9 (Nine) Directors out of which 4 (Four)are Independent Directors 2 (Two) are Non-Executive and Non-Independent Directors and 3(Three) are Executive Directors including one Managing Director.
Mr. V. S. S. Mani (DIN: 00202052) Managing Director and Chief Executive Officer Mr.V. Krishnan (DIN: 00034473) Whole-Time Director Mr. Abhishek Bansal (DIN: 08580059)Whole-Time Director and Chief Financial Officer and Mr. Manan Udani Company Secretary ofthe Company
are the key managerial personnel as on March 312021 as per the provisions of theCompanies Act 2013 and rules made thereunder.
None of the Directors of the Company have been debarred or disqualified from beingappointed or continuing as Directors of the Company by the Securities and Exchange Boardof India (SEBI') and Ministry of Corporate Affairs (MCA') or any other suchAuthority.
(a) Appointments and Resignation of Directors and Key Managerial Personnel
During the period under review following changes have occurred:
Mr. Ramani Iyer (DIN: 00033559) Whole-Time Director of the Company resignedfrom the position of Directorship of the Company w.e.f. December 4 2020.
Ms. Anita Mani (DIN: 02698418) was appointed as a Director liable to retire byrotation at the Annual General Meeting of the members of the Company held on September 302020.
The appointment of Mr. Abhishek Bansal (DIN: 08580059) as a Whole-Time Directorand CFO was regularised by the members at the Annual General Meeting of the members ofthe Company held on September 30 2020 for a period of 5 (Five) years commencing witheffect from October 21 2019 to October 20 2024.
(b) The information as required to be disclosed under Regulation 36 of the ListingRegulations and Secretarial Standard on General Meetings (SS-2') in relation todirector liable to retire by rotation will be provided in the notice of ensuing AnnualGeneral Meeting.
(c) Independent Directors
The Company has received declarations/confirmations from each Independent Directorunder Section 149(7) of the Companies Act 2013 and Regulation 25(8) of the ListingRegulations confirming that they meet the criteria of independence as laid down in theCompanies Act 2013 and the Listing Regulations.
The Company has also received requisite declarations from Independent Directors of theCompany as prescribed under rule 6(3) of the Companies (Appointment and Qualification ofDirectors) Rules 2014.
All Independent Directors have affirmed compliance to the code of conduct forIndependent Directors as prescribed in Schedule IV to the Companies Act 2013.
I n the opinion of the Board all the Independent Directors on the Board possessrequisite qualifications experience (including proficiency) and expertise and holdhighest standards of integrity. Further in terms of Rule 6 of the Companies (Appointmentand Qualification of Directors) Rules 2014 as amended all the Independent Directors ofthe Company are qualified to act as independent directors and have registered their namesin the online databank of Independent Directors maintained by Indian Institute ofCorporate Affairs.
The Independent Directors are provided with all necessary documents/reports andinternal policies to enable them to familiarise with the Company's Procedures andpractices. The various programmes undertaken for familiarising Independent Directors withthe functions and procedures of the Company are disclosed in the Corporate GovernanceReport.
10. 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.
11. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(3)(c) of the Companies Act 2013 theDirectors hereby confirm and state that:
(a) i n the preparation of the annual accounts for the financial year ended March312021 the applicable accounting standards have been followed and no material departureshave been made from the same;
(b) the Directors have selected such accounting policies and applied them consistentlyand made judgements 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 of the Company for that year;
(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 operating effectively; 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.
12. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Committee works with the Board to determine theappropriate characteristics skills and experience for the Board as a whole as well as forits individual members with the objective of having a Board with diverse backgrounds andexperience in business government education and public service. Characteristics expectedof all Directors include independence integrity high personal and professional ethicssound business judgement ability to participate constructively in deliberations andwillingness to exercise authority in a collective manner. The Company has in place aNomination and Remuneration Policy on appointment and removal of Directors(Policy').
The salient features of the Policy are:
It acts as a guideline for matters relating to appointment and re-appointment ofDirectors.
It contains guidelines for determining qualifications positive attributes forDirectors and independence of a Director.
It lays down the criteria for Board Membership.
It sets out the approach of the Company on Board diversity.
It lays down the criteria for determining independence of a Director in case ofappointment of an Independent Director.
The Policy is posted on website of the Company and may be viewed athttps://www.justdial.com/cms/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 and in accordance with the Guidance Note on Board Evaluation issued by SEBIbased on the pre-determined templates designed as a tool to facilitate evaluation processthe Board has
carried out the annual performance evaluation of its own performance the IndividualDirectors including Independent Directors and its Committees on parameters such as levelof engagement and contribution independence of judgement safeguarding the interest ofthe Company and its minority shareholders etc.
14. COMMITTEES OF THE BOARD
The Company has several committees which have been established as part of bestcorporate governance practices and comply with the requirements of the relevant provisionsof applicable laws and statutes:
The Committees and their Composition as on March 31 2021 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 |
| 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 (up to December 4 2020) |
|4. Mr. Abhishek Bansal ||Member |
|5. Mr. Manan Udani ||Member |
| Corporate Social Responsibility Committee |
|1. Mr. B. Anand ||Chairman |
|2. Mr. V. S. S. Mani ||Member |
|3. Mr. V. Krishnan ||Member |
|4. Ms. Anita Mani ||Member |
| Risk Management Committee |
|1. Mr. B. Anand ||Chairman |
|2. Mr. Sanjay Bahadur ||Member |
|3. Mr. V. Krishnan ||Member |
|4. Mr. Abhishek Bansal ||Member |
| Management Committee || |
|1. Mr. V. S. S. Mani ||Chairman |
|2. Mr. V. Krishnan ||Member |
|3. Mr. Ramani Iyer ||Member (up to December 4 2020) |
|4. Mr. Abhishek Bansal ||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.
Further during the year under review there are no such cases where the recommendationof any Committee of Board have not been accepted by the Board which is required to beaccepted as per the law.
15. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has constituted Corporate Social Responsibility (CSR') Committee inaccordance with the provisions of the Companies Act 2013. The CSR Committee wasconstituted comprising of members of the Board of Directors of the Company. The Committeepresently consists of 4 Directors and the Chairman of the Committee is an IndependentDirector.
I n accordance with the provisions of Section 135 of the Companies Act 2013 read withthe Companies (Corporate Social Responsibility Policy) Amendment Rules 2014 as amendedthe Company has amended/updated the CSR Policy of the Company and posted on its websitewhich may be viewed at https://www.justdial.com/cms/investor- relations/policies.
The contents of revised format of CSR Report notified in the Companies (CorporateSocial Responsibility Policy) Amendment Rules 2021 is annexed herewith and marked asAnnexure - 2' to this Report.
16. MANAGEMENT DISCUSSION AND 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 forms part of this Report.
17. CORPORATE GOVERNANCE
Your Company is fully committed to follow good Corporate Governance practices andmaintain the highest business standards in conducting business. The Company continues tofocus on building trust with shareholders employees customers suppliers and otherstakeholders based on the principles of good corporate governance viz. integrity equitytransparency fairness sound disclosure practices accountability and commitment tovalues.
The Report on Corporate Governance as stipulated under Regulation 34(3) of the ListingRegulations is presented in a separate section and forms part of this Report. The Reporton Corporate Governance also contains certain disclosures required under the CompaniesAct 2013.
A certificate from Mr. Vijay Kondalkar partner of M/s. VKMG & Associates LLPPracticing Company Secretaries conforming compliance to the conditions of CorporateGovernance as stipulated under Regulation 34(3) of the Listing Regulations is annexed toCorporate Governance Report.
18. VIGIL MECHANISM / WHISTLE-BLOWER POLICY
Your Company has in place Whistle-Blower Policy (Policy') to provide a formalmechanism to its employees for communicating instances of breach of any statute actual orsuspected fraud on the accounting policies and procedures adopted for any area or itemacts resulting in financial loss or loss of reputation leakage of information in thenature of Unpublished Price Sensitive Information (UPSI') misuse of officesuspected/actual fraud and criminal offences. The Policy provides for a mechanism toreport such concerns to the Chairman of the Audit Committee through specified channels.The framework of the Policy strives to foster responsible and secure whistle blowing. Interms of the Policy of the Company no employee of the Company has been denied access tothe Chairman of the Audit Committee of the Board. During the year under review no concernfrom any whistle-blower has been received by the Company. The whistle-blower policy isavailable at https://www.justdial. com/cms/investor-relations/policies.
19. STATEMENT ON RISK MANAGEMENT POLICY
The Company has in place a Risk Management Committee which has been entrusted with theresponsibility to assist the Board in (a) Overseeing and approving the Company'senterprise-wide risk management framework; and (b) Overseeing that all the risks that theorganisation faces such as strategic financial market security operational personnelIT legal regulatory reputational and other risks.
The Risk Management Committee have identified and assessed all the material risks thatmay 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 given loan of an amount of f 100000/-to MYJD Private Limited wholly- owned subsidiary of the Company the detailed particularsof the said loan is provided in Note No. 6 of the Standalone Financial Statement of theCompany. Further the details of the investments made including the investments asprescribed under Section 186(2) of the Companies Act 2013 are provided in Note No. 5 ofStandalone Financial Statement of the Company.
Further the Company has not given any guarantee or provided security in connectionwith a loan to any other body corporate or person as prescribed under Section 186(2) ofthe Companies Act 2013.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the transactions with related parties are in the ordinary course of business and onarm's length basis and there are no material' contracts or arrangement ortransactions with related parties and thus disclosure in Form AOC-2 [Pursuant to clause(h) of sub-section (3) of Section 134 of the Companies Act 2013 and Rule 8(2) of theCompanies (Accounts) Rules 2014] is not required.
The statement showing the disclosure of transactions with related parties in compliancewith applicable provisions of Ind AS the details of the same are provided in Note No. 29of the Standalone Financial Statement. All related party transactions were placed beforethe Audit Committee and the Board wherever applicable for their approval.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board is available athttps://www.iustdial.com/cms/investor- relations/policies.
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 underreview such controls were tested and no reportable material weakness in the design oroperation was observed. In addition to above the Company has in place Internal Auditcarried out by independent audit firm to continuously monitor adequacy and effectivenessof the internal control system in the Company and status of its compliances.
23. LISTING REGULATIONS
The Equity Shares of the Company are listed on 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 theFinancial Year 2021-22.
The Company has formulated following Policies as required under the ListingRegulations the details of which are as under:
1. Documents Preservation & Archival Policy' as per Regulation 9 andRegulation 30 which may be viewed at https://www.iustdial.com/cms/investor-relations/policies.
2. Policy for determining Materiality of events / information' as per Regulation30 which may be viewed at https://www.iustdial.com/cms/investor- relations/policies.
(a) Statutory Auditor
M/s. Deloitte Haskins and Sells LLP Chartered Accountants (Firm Registration No.117366W/ W-100018) has been appointed as Statutory Auditors of the Company at the AnnualGeneral
Meeting of the shareholders of the Company held on September 30 2019 for a period of5 (Five) years from the conclusion of 25th Annual General Meeting till the conclusion ofthe 30th Annual General Meeting of the Company.
The Report of the Statutory Auditor forms part of the Annual Report. The said Reportdoes not contain any qualification reservation adverse remark or disclaimer.
(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 Mr. Vijay Kondalkar partner of VKMG & Associates LLP Practicing CompanySecretaries as the Secretarial Auditor of the Company to undertake Secretarial Audit forthe financial year ended March 31 2021. The Secretarial Audit Report for the financialyear ended March 312021 is annexed herewith and marked as Annexure - 3' to thisReport. The Secretarial Auditor has also issued Annual Secretarial Compliance Report forthe year ended March 312021 as required under regulation 24A of Listing Regulations.Further the Secretarial Audit Report and Annual Secretarial Compliance Report does notcontain any qualification reservation or adverse remark or disclaimer. Uponrecommendation of Audit Committee the Board has re-appointed Mr. Vijay Kondalkar partnerof M/s. VKMG & Associates LLP Practicing Company Secretaries as the SecretarialAuditor of the Company to carry out the secretarial audit for the financial year 2021-22.
(c) Internal Auditor
Pursuant to the provisions of Section 138 of the Companies Act 2013 read with Rule 13of the Companies (Accounts) Rules 2014 the Company had appointed M/s. Haribhakti &Co. LLP Chartered Accountants to undertake Internal Audit for financial year ended March312021 and has been re-appointed as Internal Auditors for the financial year 2021-22.
25. REPORTING OF FRAUDS BY AUDITORS
During the year under review the Auditors of the Company have not reported to theaudit committee under Section 143(12) of the Companies Act 2013 any instances of fraudcommitted against the Company by its officers or employees the details of which wouldneed to be mentioned in this Report.
26. MAJOR ACTIVITIES CARRIED OUT DURING THE YEAR
(a) The Company has completed the buy-back of 3142857 equity shares of f 10/- each ona proportionate basis through the tender offer route at a price of f 700 per equity shareaggregating to f 22000 lakhs.
(b) The Company has amended the main object clause III A of Memorandum of Associationof the Company
by inserting the two new objects in the existing main objects of the Company.
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 312021 till the date of this Report i.e. May 14 2021.
28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS
There were no significant and material orders passed by the regulators/ courts/tribunals which may impact the going concern status and the Company's operations infuture.
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 Section 197(12) of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are annexed herewith and marked as Annexure - 4' to this Report.
(b) I n terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of theemployees drawing remuneration in excess of the limits set out in the said rules isprovided in a separate annexure forming part of this Report. Having regard to theprovisions of the first proviso to Section 136(1) of the Companies Act 2013 the AnnualReport excluding the aforesaid annexure is being sent to the Members of the Company.
In terms of Section 136 due to COVID-19 pandemic and/or state-wide lockdown the saidannexure is open for inspection by the members through electronic mode. Any Memberinterested in obtaining such particulars may write to the Company Secretary of the Companyat email@example.com Once the situation is normalised and/or lockdown is lifted bythe State governments statutory/regulatory and other administrative authorities the saidparticulars shall be open for inspection by the Members at the registered office of theCompany on all working days except Saturdays Sundays and public holidays between 11.00a.m. to 1.00 p.m. up to the date of Annual General Meeting.
(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
During the year under review the Company has transferred unclaimed Share applicationmoney of an amount of f 728636/- to the Investor Education and Protection Fund beforethe due date and in such manner as prescribed in Section 125 of the Companies Act 2013read with applicable rules made thereunder. Accordingly there is no unclaimed ShareApplication Money pending for refund as on March 31 2021.
In terms of Sections 124 and 125 of the Companies Act 2013 read with applicable rulesmade thereunder during the year the Company does not have any unpaid/unclaimed dividendamount and/or equity shares related thereto which is required to be transferred toInvestor Education and Protection Fund and demat account of the Investor Education andProtection Fund Authority respectively. However following are the outstandingunpaid/unclaimed dividend amounts lying with the Company as on March 31 2021:
Unclaimed and Unpaid Dividend:
|Sr. Financial Year No. ||Amount (in ') |
|1. 2013-14 ||23858 |
|2. 2014-15 ||88352 |
|Total ||112210 |
The Unclaimed and Unpaid Dividend amount for the financial year 2013-14 as prescribedabove and equity shares related thereto as the case may be are liable to be transferredto the Investor Education and Protection Fund and demat account of the Investor Educationand Protection Fund Authority respectively on October 24 2021 therefore members of theCompany whose dividend amounts are held in the Unclaimed and Unpaid Dividend account ofthe Company are requested to claim the same at the earliest possible. The details of themembers whose dividend amount and/or equity shares which are liable to be transferred toInvestor Education and Protection Fund Authority and detailed procedure to claim the saidamount will be made available on the website of Company at https://www.iustdial.com/cms/investor-relations/unpaid-and- unclaimed-devidends
31. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The disclosures to be made under Section 134(3)(m) of the Companies Act 2013 read withRule 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 under review are listed below:
a) Use of LED Lights at office spaces.
b) Rationalisation of usage of electricity and electrical equipment - air-conditioningsystem office illumination beverage dispensers desktops.
c) Regular monitoring of temperature inside the buildings and controlling theairconditioning 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 utilising alternate sources of energy:
The business operations of the Company are not energy-intensive hence apart from stepsmentioned above to conserve energy the management would also explore feasible alternatesources of energy.
(iii) The capital investment on energy conservation equipments:
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 itself operates into the dynamic information technology space. The Companyhas a
sizeable team of Information technology experts to evaluate technology developments ona continuous basis and keep the organisation updated. The Company also has an in-houseresearch and development department to cater to the requirements of existing business aswell as new products services designs frameworks processes and methodologies. Thisallows the Company to serve its users in innovated ways and provide satisfaction andconvenience to the users and customers.
(ii) The benefits derived:
The Company emphasises the investment in technology development and has immenselybenefited from it. The Company has developed most of its software 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 its 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 under review is as under:
|Sr. Particulars No. ||2020-21 ||2019-20 |
|1. Travelling and conveyance ||968 ||502682 |
|2. Internet and server charges ||1319717 ||1763752 |
|3. Advertising and sales promotion ||- ||3019329 |
|4. Administrative Support Charges ||1102411 ||7829072 |
|5. Professional and Legal Expenses ||1111500 ||- |
|6. Communication Cost ||9652671 ||8573905 |
|7. Staff Training ||148945 ||130987 |
|8. Computer Maintenance Expenses ||12168 ||- |
|9. Website Development ||763015 ||- |
|10. Recruitment Expenses ||11565 ||- |
|Total ||14122960 ||21819727 |
32. EXTRACT OF THE ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act 2013 read withRule 12 of the Companies (Management and Administration) Rules 2014 the copy of theAnnual Return as on March 31 2021 (excluding the details pertaining to the Annual GeneralMeeting of the Company for the Financial Year 2020-2021 i.e. date of Annual GeneralMeeting and Attendance of Directors at the Annual General Meeting as same is not availableas on the date of this Report) is available on the Company's website and can be accessedat https://www.iustdial.com/cms/investor-relations/downloads. By virtue of amendment toSection 92(3) of the Companies Act 2013 and rule 12 of the Companies (Management andAdministration) Rules 2014 the Company is not required to provide extract of AnnualReturn (Form MGT-9) as part of this Report.
33. SECRETARIAL STANDARDS OF ICSI
The Company has complied with the Secretarial Standards on Meeting of the Board ofDirectors (SS-1') and General Meetings (SS-2') specified by the Institute ofCompany Secretaries of India (ICSI').
34. MAINTENANCE OF COST RECORDS
Maintenance of cost records as prescribed by the Central Government under Section148(1) of the Companies Act 2013 is not applicable to the Company.
35. 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 workplace. The Company has complied with provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. During the year under review3 cases related to sexual harassment were filed with the Internal Complaints Committee ofthe Company and all 3 cases have been satisfactorily resolved.
The policy framed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 read with Rules framed thereunder may be viewed athttps://www.iustdial.com/cms/investor- relations/policies.
36. BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report pursuant to Regulation 34 of Listing Regulations ispresented in a separate section and forms part of this Annual Report.
37. EMPLOYEES' STOCK OPTION SCHEME
The Employees' Stock Option Schemes enable the Company to hire and retain the besttalent for its senior management and key positions. The Nomination and RemunerationCommittee of the Board of Directors of the Company inter alia administers and monitorsthe
Employees' Stock Option Schemes in accordance with the applicable SEBI Regulations.
The applicable disclosures as stipulated under the SEBI (Share Based Employee Benefits)Regulations 2014 as on March 312021 (cumulative position) with regard to the Just DialLimited Employee Stock Option Scheme 2013 Just Dial Limited Employee Stock OptionScheme 2014 Just Dial Limited Employee Stock Option Scheme 2016 and Just Dial LimitedEmployee Stock Option Scheme 2019 are disclosed on the Company's website which may beviewed at https:// www.iustdial.com/cms/investor-relations/downloads.
All the schemes i.e. Just Dial Limited Employee Stock Option Scheme 2013 Just DialLimited Employee Stock Option Scheme 2014 Just Dial Limited Employee Stock OptionScheme 2016 and Just Dial Limited Employee Stock Option Scheme 2019 are in compliancewith SEBI (Share Based Employee Benefits) Regulations 2014. There were no materialchanges in aforesaid schemes during the year under review.
A certificate from the auditors of the Company stating that the Schemes have beenimplemented in accordance with the SEBI (Share Based Employee Benefits) Regulations 2014and in accordance with the resolution passed by the members shall be placed at the ensuingAnnual General Meeting for inspection by members.
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.
|For and on behalf of the Board of Directors of Just Dial Limited || |
|V. S. S. Mani ||V. Krishnan |
|Managing Director and Chief Executive Officer ||Whole-Time Director |
|(DIN: 00202052) ||(DIN: 00034473) |
|Registered Office: |
|Just Dial Limited |
|CIN: L74140MH1993PLC150054 |
|Palm Court Building - M |
|501/B 5th Floor New Link Road |
|Besides Goregaon Sports Complex |
|Malad (West) Mumbai - 400 064 |
|Website: www.iustdial.com |
|E-mail ID: firstname.lastname@example.org |
|Place: Mumbai |
|Date: May 14 2021 |