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Just Dial Ltd.

BSE: 535648 Sector: Others
NSE: JUSTDIAL ISIN Code: INE599M01018
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OPEN 980.15
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VOLUME 6170
52-Week high 1138.00
52-Week low 333.05
P/E 64.52
Mkt Cap.(Rs cr) 8,216
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Sell Price 0.00
Sell Qty 0.00
OPEN 980.15
CLOSE 983.55
VOLUME 6170
52-Week high 1138.00
52-Week low 333.05
P/E 64.52
Mkt Cap.(Rs cr) 8,216
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Just Dial Ltd. (JUSTDIAL) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their 25th Annual Report on thebusiness and operations of the Company together with the Audited Financial Statements forthe financial year ended March 312019 (the "Report").

1. FINANCIAL PERFORMANCE

The summarised financial results of the Company for the financial year ended March312019 are presented below.

(Rs. in lakhs)

Particulars

Standalone

Consolidated

2018-19 2017-18 2018-19 2017-18
Revenue from Operations 89150 78177 89150 78177
Other Income 6825 4267 6825 4265
Financial Income 2471 2319 2471 2319
Total Revenue 98446 84763 98446 84761
Profit/Loss before depreciation 32176 23028 32181 23030
Less: Depreciation 3365 3642 3365 3642
Profit Before Tax 28811 19386 28816 19388
Less: Provision for tax 8131 5068 8131 5068
Profit After Tax 20680 14318 20685 14320
Other Comprehensive Income (69) (36) (69) (36)
Total Comprehensive Income 20611 14282 20616 14284

Note: The above figures are extracted from the standalone and consolidated financialstatements prepared in compliance with Indian Accounting Standards (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) read with theCompanies (Indian Accounting Standards) Rules 2015 as amended from time to time andother relevant provisions of the Act.

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

The Revenue from operations has increased by about 14.0% on accrual basis to Rs. 89150lakhs in the financial year ended March 31 2019 as compared to Rs. 78177 lakhs for thepreceding financial year.

The Company's Operating Earnings Before Interest Depreciation and Taxes (EBITDA)margin stands at 25.7% of the operating revenue in the financial year ended March 312019. Profit Before Tax (PBT) of the current financial year increased by 48.6% to Rs.28811 lakhs as compared to Rs. 19386 lakhs for the preceding financial year.

The Company's Profit After Tax (PAT) of the current financial year increased by 44.4%to Rs. 20680 lakhs as compared to Rs. 14318 lakhs for the preceding financial year.

The operations of the subsidiaries in financial year 2018-19 were not significant andthe performance of subsidiaries is reflecting in the financial highlights tabulatedhereinabove.

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

The Company has distributed its profit to the shareholders by successful completion ofbuy-back of equity shares of the Company during the year which involved major cashoutflow. Hence to conserve resources for future requirements the Board of Directors (the"Board") has decided not to recommend any dividend for this financial year.

In terms of Regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosures Requirements) Regulations 2015 (the Listing Regulations) theCompany has formulated its Dividend Distribution Policy which is enclosed as‘Annexure - 1' to this Report and also available on the website of the Company andmay be viewed at https://www.iustdial.com/cms/investor-relations/policies.

4. TRANSFER TO RESERVE

The Company has not transferred any amount in the general reserve of the Companyduring the year under review. However Rs. 2.75 Crore has been transferred to CapitalRedemption Reserve pursuant to Buy back of 2750000 equity shares of the Company duringthe year under review.

5. DEPOSITS

During the year your Company has not accepted any deposits within the meaning ofSections 73 and 76 of the Companies Act 2013 (the ‘Act') 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 two subsidiaries as on March 312019:

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

The revenue for the financial year 2018-19 and

2017- 18 are 178463 USD and 163244 USD respectively and expenses for the financialyear

2018- 19 and 2017-18 are 170125 USD and 155636 USD respectively. The profit aftertax has increased from USD 7880 USD in FY 2017-18 to USD 8035 in FY 2018-19.

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 Listing Regulations the Companyhas formulated ‘Policy on determining Material Subsidiaries' which is posted onwebsite of the Company and may be viewed athttps://www.iustdial.com/cms/investor-relations/policies.

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

7. CONSOLIDATED FINANCIAL STATEMENT

The Audited Financial Statements for the year ended March 31 2019 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 itsoperations hence audit of the Financials is not mandatory as per the laws of Singapore.Therefore the Financial Statements of JD International Pte. Ltd. Singapore areunaudited. The Statement containing salient features of the financial statements of thesubsidiary companies in the prescribed format i.e. Form AOC-1 is appended as‘Annexure - 2' to the Board's Report. The statement also provides the details ofperformance and financial position of subsidiary companies. However looking at theperformance of the subsidiaries they do not contribute significant in the growth andperformance of the Company. These documents will also be available for inspection on allworking days except Saturdays Sundays and public holidays at the registered office of theCompany.

The Consolidated Financial Statements represents those of the Company and itswholly-owned subsidiaries viz. Just Dial Inc. USA and JD International Pte. Ltd.Singapore. The Company has consolidated its financial statements in accordance with theIND AS 110 - ‘Consolidated Financial Statements' pursuant to Section 133 of theCompanies Act 2013 read with Companies (Indian Accounting Standards) Rules 2015.

The Financial Statements of Subsidiary Companies i.e. Just Dial Inc. USA and JDInternational Pte. Ltd. Singapore are also uploaded on the website of the Company and thesame can be viewed at https://www.iustdial.com/cms/ investor-relations/downloads.

8. SHARE CAPITAL

• The authorised share capital of the Company as on March 31 2019 is Rs.1012000000 (Rupees One Hundred One Crore Twenty lakhs Only) divided into 100000000(Ten Crore) Equity Shares of Rs. 10/- (Rupees Ten Only) each and 12000000 (One CroreTwenty lakhs) Preference Shares of Rs. 1/- (Rupees One Only) each. There was no change inthe Authorised share capital during the year under review.

• During the year under review the Company has allotted 121130 Equity Shares ofRs. 10/- each to its employees upon exercise of options granted to them under the ESOPSchemes of the Company.

• During the year under review the Company has bought back and cancelled2750000 equity shares.

• The paid-up share capital of the Company as on March 312019 is Rs.648696118/- which comprises of 64757105 equity shares of Rs. 10/- each and 1125068preference shares of Rs. 1/- 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

As on March 31 2019 the Company has 8 (Eight) Directors on the Board of which 3(Three) are Independent Directors 2 (Two) are Non-Executive Directors and 3 (Three) areExecutive Directors including one Managing Director.

None of the Directors of the Company are disqualified from being appointed as Directorsas specified in Section 164(2) of the Companies Act 2013 and Rule 14(1) of the Companies(Appointment and Qualifications of Directors) Rules 2014.

a) Appointments/Resignations from the Board of Directors

1. There is no change in the Board of Directors during the financial year 2018-19except Ms. Bhavna Thakur (DIN: 07068339) was appointed as an Additional Director(Independent and Non-Executive Director) on the Board with effect from April 01 2019 tohold office up to the date of ensuing Annual General Meeting. Based upon the noticereceived from a member under Section 160(1) of the Act proposing the candidature of Ms.Bhavna Thakur for the office of Independent Director Nomination and RemunerationCommittee and the Board have recommended regularisation of her directorship by theshareholders at the ensuing Annual General Meeting for a period of 5 (five) consecutiveyears commencing with effect from April 012019 up to March 312024.

2. The term of Independent Directors Mr. B. Anand Mr. Malcolm Monteiro and Mr. SanjayBahadur will expire on September 30 2019. Based upon the notice received from a memberunder Section 160(1) of the Act proposing the candidatures of Mr. B. Anand Mr. MalcolmMonteiro and Mr. Sanjay Bahadur for the office of Independent Directors Nomination andRemuneration Committee and the Board have recommended their re-appointment by theshareholders at the ensuing Annual General Meeting by way of Special Resolutions for asecond term of 5 (five) consecutive years commencing with effect from October 012019 upto September 30 2024.

3. Mr. Ramani Iyer was appointed as Whole-time Director for a term of 5 years w.e.f.August 01 2014 and his term will expire on July 312019. Based upon the notice receivedfrom a member under Section 160(1) of the Act proposing the candidature of Mr. Ramani Iyerfor the office of Whole-time Director Nomination and Remuneration Committee recommendedand the Board of Directors have re-appointed him as whole-time Director for another termof 5 (five) consecutive years w.e.f. August 01 2019 subject to approval of shareholders.The Board recommend his re-appointment at the ensuing Annual General Meeting.

b) Directors Retiring by Rotation

In terms of Section 152 of the Companies Act 2013 Mr. Pulak Chandan Prasad (DIN:00003557) being Director liable to retire by rotation shall retire at the ensuing AnnualGeneral Meeting and being eligible for re-appointment offers himself for re-appointment.

The information as required to be disclosed under Regulation 36 of the ListingRegulations in case of appointment/re-appointment of Directors will be provided in thenotice of ensuing Annual General Meeting.

c) Independent Directors

The Company has received declarations/ confirmations from each Independent Directorunder Section 149(7) of the Companies Act 2013 and the Listing Regulations confirmingthat they meet the criteria of independence as laid down in the Companies Act 2013 andthe Listing Regulations.

The Board members are provided with all necessary documents/reports and internalpolicies to enable them to familiarise with the Company's Procedures and practices. Thevarious programmes undertaken for familiarising Independent Directors with the functionsand procedures 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. Abhishek Bansal Chief Financial Officer and Mr. Sachin JainCompany Secretary of the Company are the key managerial personnel as per the provisions ofthe Companies Act 2013 and rules made thereunder.

There is no change in the key managerial personnel during the year under review.

10. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

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

11. DIRECTORS' RESPONSIBILITY STATEMENT

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

(a) i n the preparation of the annual accounts for the financial year ended March312019 the applicable accounting standards have been followed along with properexplanation relating to material departures;

(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 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.

12. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee (‘NRC') works with the Board todetermine the appropriate characteristics skills and experience for the Board as a wholeas well as for its individual members with the objective of having a Board with diversebackgrounds and experience in business government education and public service.Characteristics expected of all Directors include independence integrity high personaland professional ethics sound business judgement ability to participate constructivelyin deliberations and willingness to exercise authority in a collective manner. The Companyhas in place a 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 Company has updated it's existing ‘Nomination and Remuneration Policy' toincorporate the changes in line with recent amendment in Listing Regulations pertaining tocriteria for determining independence of a Director and object and purpose of policy.

The Updated Nomination and Remuneration Policy is posted on website of the Company andmay be viewed at https://www.iustdial.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 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 judgementsafeguarding the interest of the Company and its minority shareholders etc.

14. COMMITTEES OF THE BOARD

The Company has several committees which have been established as part of bestcorporate governance practices and comply with the requirements of the relevant provisionsof applicable laws and statutes:

The Committees and their Composition are as follows:

• Audit Committee
1. Mr. B. Anand Chairman
2. Mr. Sanjay Bahadur Member
3. Mr. Malcolm Monteiro Member
4. Mr. V. S. S. Mani Member

• 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. Abhishek Bansal 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. Ms. Anita Mani Member

• Risk Assessment and Management Committee

1. Mr. B. Anand Chairman
2. Mr. Saniay 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

Pursuant to recent amendment in Listing Regulations the powers roles and terms ofreference etc. of the relevant committees of the Board have been aligned and same aregiven in detail in the Corporate Governance Report of the Company which forms part ofthis Report.

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 with Chairman of the Committee being IndependentDirector.

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 athttps://www.iustdial.com/cms/investor-relations/policies.

The Annual Report on CSR Activities undertaken by the Company during the year underconsideration in accordance with the Companies (Corporate Social Responsibility Policy)Rules 2014 is attached as ‘Annexure - 3' 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 forming 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 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 Corporate Governance Report.

18. VIGIL MECHANISM / WHISTLE-BLOWER POLICY

Your Company has in place Whistle-Blower Policy ("the Policy") to provide aformal mechanism to its employees for communicating instances of breach of any statuteactual or suspected fraud on the accounting policies and procedures adopted for any areaor item acts resulting in financial loss or loss of reputation leakage of information inthe nature 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 whistleblower has been received by the Company. The whistle blower policy isavailable at https://www.iustdial.com/cms/ investor-relations/policies.

19. STATEMENT ON RISK MANAGEMENT POLICY

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

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

20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

During the year under review the Company has not given any loan or provided anyGuarantees or security to any person or entity mentioned in Section 186 of the CompaniesAct 2013. However the Company has invested the surplus funds available in the units ofmutual funds tax-free bonds and debt securities the details of which are provided in thestandalone financial statement (Please refer Note No. 5 of standalone financialstatements).

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 such aspayment of Directors' remuneration in Compliance with applicable IND AS the details ofthe same are provided in Note No. 28 of the Standalone Financial Statement. All relatedparty transactions were placed before the Audit Committee and the Board for theirapproval.

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 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 compliances.

23. LISTING REGULATIONS 2015

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 the Financial Year2019-20.

The Company has formulated following Policies as required under the ListingRegulations the details of which are as under:

1. ‘Policy for Preservation of Documents' as per Regulation 9 which may be viewedat https:// www.iustdial.com/cms/investor-relations/policies.

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

24. AUDITORS

(a) Statutory Auditor

The term of M/s. S. R. Batliboi & Associates LLP Chartered Accountants (FirmRegistration No. 101049W/E300004) Statutory Auditors of the Company will expire onconclusion of forthcoming Annual General meeting.

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 the Audit Committee has recommended to the Board for theappointment of M/s. Deloitte Haskins and Sells LLP Chartered Accountants (FirmRegistration No. 117366W/W-100018) Chartered Accountants as the Statutory Auditor of theCompany to hold office for a period of 5 (five) consecutive years from the conclusion of25th Annual General Meeting of Company till the conclusion of its 30thAnnual General Meeting.

M/s. Deloitte Haskins and Sells LLP Chartered Accountants have confirmed theireligibility to the effect that if their appointment is made by the members in the ensuingAnnual General Meeting it shall be within the prescribed limits and they have alsoconfirmed that they are not disqualified for such appointment.

Upon recommendation of Audit Committee the Board of Directors of your Company hasappointed M/s. Deloitte Haskins and Sells LLP Chartered Accountants Mumbai to hold theoffice as Statutory Auditors of the Company from the conclusion of 25th AnnualGeneral Meeting of Company till the conclusion of its 30th Annual GeneralMeeting subject to approval of shareholders.

Necessary resolution and disclosures as per the Listing Regulations for appointment ofthe said Statutory Auditor will be included in the Notice of Annual General Meeting forseeking approval of members.

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 V. B. Kondalkar & Associates Practicing Company Secretary to undertakeSecretarial Audit for the financial year ended March 312019. The Secretarial Audit Reportfor the financial year ended March 31 2019 is annexed herewith and marked as‘Annexure - 4' to this Report. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark except one observation that the Chairman ofAudit Committee was not present at Annual General Meeting of the Company held on September28 2018 which has been clarified by the Board that the Chairman of Audit Committee wasout of India on some urgent professional work and commitments and the same has beenconsidered by the Secretarial Auditor in their report. Upon recommendation of AuditCommittee the Board has appointed M/s. VKMG & Associates LLP Practicing CompanySecretaries as the Secretarial Auditor of the Company to carry out the secretarial auditfor the financial year 2019-20 and also to issue Annual Secretarial Compliance Report forthe financial ended March 312020.

(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 312019and same has been re-appointed as Internal Auditor for the financial year 2019-20.

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 the Board's Report.

26. MAJOR ACTIVITIES CARRIED OUT DURING THE YEAR

Following major activities were carried out during the year under review:

• The Company has completed Buy-back of 2750000 equity shares of Rs. 10/- eachon a proportionate basis through the tender offer at a price of Rs. 800/- per equity shareaggregating to Rs. 220 Crore.

• The Company has obtained shareholders approval by way of special resolutionsthrough postal ballot in respect of formulation and implementation of Just Dial LimitedEmployee Stock Option Scheme 201 9 (ESOP 201 9) and authorised Board of Directors tocreate grant offer issue and allot from time to time in one or more tranches optionsnot exceeding 1293300 representing nearly 2% of the paid-up equity share Capital of theCompany as on January 21 2019 exercisable into 1293300 Equity Shares of the Companyto or for the benefit of permanent employees/Directors (Present and Future) of the Companyand its subsidiaries.

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 2019 till the date of Directors' Report i.e. May 13 2019.

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 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 ‘Annexure - 5'.

(b) The statement containing particulars of employees as required under Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is given in an Annexure and forms part of this report. Pursuant tothe provisions of Section 136 of the Act the Directors' Report is being sent to theshareholders of the Company excluding the aforesaid Annexure. Any shareholder interestedin obtaining a copy of the Annexure may write to the Company Secretary at the registeredoffice 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 312019 with the Company:

A. Unclaimed and Unpaid Dividend:

Sr. No Financial Year Amount (')
1. 2013-14 23858
2. 2014-15 87879
Total 111737

B. Unclaimed share application money

The Company has Rs. 728636.50/- as unclaimed Share Application Money pending forrefund as on March 312019.

31. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

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 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 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 utilising 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 alternatesources of energy.

(iii) The capital investment on energy conservation equipment:

There is no capital investment on energy conservation equipment 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 developmentson a 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 immenselybenefitted 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 is as under:

Amount in (Rs.)
Sr. No. Particulars 2018-19 2017-18
1. Travelling and conveyance 39402 283658
2. Internet and server charges 933837 10739633
3. Advertising and sales promotion 3836580 2538247
4. Data base and content charges - 606307
5. Administrative Support Charges 12671975 10823032
6. Professional and Legal Expenses 2529513 298232
7. Communication Cost 2565158 -
8. Staff Training 401053 -
Total 22977518 25289109

32. EXTRACT OF THE ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (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 312019 forms part of thisreport as ‘Annexure - 6'. The Company has uploaded the Annual Return referred to inSection 92(3) for the financial year ended March 31 2019 on its website which may beviewed at https://www.justdial.com/ cms/investor-relations/downloads.

33. SECRETARIAL STANDARD 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 of CompanySecretaries of India (ICSI).

34. MAINTENANCE OF COST RECORDS

Maintenance of cost records as prescribed by the Central Government under sub-section(1) of Section 148 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 constituted the Internal ComplaintCommittee however it has not received any Complaint during the year under review.

The policy framed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 read with Rules framed there under may be viewed athttps://www.iustdial.com/cms/investor-relations/policies.

36. BUSINESS RESPONSIBILITY REPORT

The Listing Regulations mandated inclusion of Business Responsibility Report as part ofthe Annual Report for top 500 Listed entities based on the market capitalisation.Accordingly a Business Responsibility Report is presented in a separate section andforming part of this 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 andmonitors the Employees' Stock Option Schemes in accordance with the applicable SEBIRegulations.

The applicable disclosures as stipulated under the SEBI (Share Based Employee Benefits)Regulations 2014 as on March 31 2019 (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.

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

38. ACKNOWLEDGMENTS

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
New Link Road Malad (West) V. S. S. Mani V. Krishnan
Mumbai - 400 064 Managing Director and Whole-time Director
website: www.justdial.com Chief Executive Officer (DIN: 00034473)
E-mail ID: investors@justdial.com (DIN: 00202052)
Place: Mumbai
Date: May 13 2019

ANNEXURE- 1

DIVIDEND DISTRIBUTION POLICY

1. TITLE:

This Policy shall be called ‘Dividend Distribution Policy'

2. SCOPE AND PURPOSE:

The Securities and Exchange Board of India (SEBI) on July 08 2016 has notified theSEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations2016 (Regulations). Vide these Regulations SEBI has inserted Regulation 43A afterRegulation 43 of SEBI (LODR) Regulations 2015 which requires the Company to frame andadopt a Dividend Distribution Policy which shall be disclosed in its Annual Report and onits website. Accordingly this Dividend Distribution Policy has been adopted by theCompany which endeavours for fairness consistency and sustainability while distributingprofits to the shareholders.

3. APPLICABILITY:

This Policy applies to all the Dividend (including Interim) to be declared on the paidup Equity Share Capital of the Company effective from October 26 2016.

4. GUIDELINES:

The intent of the policy is to broadly specify the external and internal factorsincluding financial parameters that shall be considered while declaring dividend and thecircumstances under which the shareholders of the Company may or may not expect dividendetc. The policy has been framed broadly in line with the provisions of the Companies Actand also taking into consideration guidelines issued by SEBI and other guidelines to theextent applicable.

This Policy provides the Guidelines based on the following parameters prescribed underthe Notification:

(a) the circumstances under which the Equity shareholders may or may not expectdividend:

Dividends are earnings that companies pass on to their shareholders. There are a numberof reasons to decide the amount to be distributed as dividends. There are also a number ofreasons for the Company to retain earnings.

A Company when growing rapidly usually would pay less dividends or not pay dividend inexceptional circumstances so as to invest as much as possible into further growthexpansion of activities or forecast of future operations. At a time when Board believes itwill be prudent to increase Company's value by retaining its earnings; it will choose topay less dividend or not pay dividends and may utilise the money to finance a new projectacquire new assets expansion buyback its shares or even buy out another Company.

Also the choice to not pay or pay less dividend may depend upon tax considerations. Atpresent apart from Dividend Distribution Taxes dividends are taxable to certain categoryof investors at special rate. The capital gains on the sale of appreciated share can havea lower long-term capital gains tax rate depending upon the period of holding of shares.

b) the financial parameters that shall be considered by the Board whilerecommending/declaring dividend;

The Company shall follow consistent dividend payout. Special dividend may be consideredin years of exceptionally good profit or on special occasion/ anniversary.

Notwithstanding the above subject to the provisions of the Companies Act Dividendshall be declared or paid only out of -

(i) Current financial year's profit:

i. after providing for depreciation in accordance with law;

ii. after considering the dividend distribution tax including surcharge if any; and

iii. after transferring to reserves such amount as may be prescribed or as may beotherwise considered appropriate by the Board at its discretion. And/or

(ii) The profits for any previous financial year(s):

i. after providing for depreciation in accordance with law;

ii. after considering the dividend tax including surcharge if any; and

iii. remaining undistributed; or

The Board may at its discretion subject to provisions of the law exclude any or allof (i) extraordinary charges (ii) exceptional charges (iii) one off charges on account ofchange in law or rules or accounting policies or accounting standards (iv) provisions orwrite offs on account of impairment in investments (long-term or short-term) (v) non-cashcharges pertaining to amortisation or ESOP or resulting from change in accounting policiesor accounting standards.

Other parameters the Company may consider are it's Debt-Equity ratio Return onEquity Income Tax Cash Flow/liquidity future expansion and acquisition plans.

(c) internal and external factors that shall be considered for declaration of dividend:

The decision regarding dividend pay-out is a crucial decision as it determines theamount of profit to be distributed among shareholders and amount of profit to be retainedin business. The Board of Directors will endeavour to take a decision with an objective toenhance shareholders wealth and market value of the shares. However the decisionregarding pay-out is subject to several factors and hence any optimal policy in thisregard may be far from obvious.

The Dividend pay-out decision of the Company would depend upon certain external andinternal factors.

External Factors:-

Uncertainty - in case of uncertain or recessionary economic and business conditionsBoard will endeavour to retain larger part of profits to build up reserves to absorbfuture shocks.

Volatility - when the Capital markets are favourable dividend pay-out can be liberal.However in case of unfavourable market conditions Board may resort to a conservativedividend pay-out in order to conserve cash outflows.

Regulatory Restrictions - The Board will take in account the restrictions imposed byCompanies Act 2013 with regard to declaration of dividend.

Interest and inflation rate prevailing from time to time.

Internal Factors:-

Apart from the various external factors aforementioned the Board will take into accountvarious internal factors while declaring Dividend which inter alia will include-

(i) Profits earned during the year;

(ii) Present & future Capital requirements of the existing businesses;

(iii) Brand/Business Acquisitions;

(iv) Expansion/Modernisation of existing businesses;

(v) Additional investments in subsidiaries/associates of the Company;

(vi) Fresh investments into external businesses;

(vii) Any other factor as deemed fit by the Board.

(d) policy as to how the retained earnings shall be utilised:

The Company shall strive to utilise retained earnings at optimum level by investing inthe business for expansion acquisition product development and give optimum return tothe stakeholders.

The Board of Directors of the Company subject to the applicable provisions of the lawmay appropriate some or all of the Company's retained earnings when it wants to restrictdividend distributions to shareholders.

Appropriations are usually done at the Board's discretion with an exceptionalcircumstances Board may contractually or statutorily require to do so.

5. PROVISIONS / PARAMETERS WITH REGARD TO VARIOUS CLASSES OF SHARES:

The Board of Directors pursuant to applicable provisions of the Companies Act 2013read with rules framed thereunder shall consider this policy while recommending dividendon Equity Shares however in case of other classes of Shares dividend shall be paid asper the terms of issuance of those classes of shares.

6. THE BOARD OF DIRECTORS SHALL REVIEW THE POLICY PERIODICALLY.

ANNEXURE- 2

FORM AOC-1

(Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 ofCompanies (Accounts) Rules 2014)

Statement containing salient features of the financial statement of subsidiaries/associate companies/ joint ventures Part "A": Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in ')

Sr. No. Particulars Details Details
1. Name of the subsidiary Just Dial Inc. Delaware United States of America JD International Pte Limited Singapore
2. The date since when subsidiary was acquired October 012014 September 10 2015
3. Reporting period for the subsidiary concerned if different from the holding Company's reporting period - -
4. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries US Dollars. Ex rate: 1 USD = Rs. 69.17 Singapore Dollars. Ex rate: 1 SD = Rs. 51.08
5. Share capital 692 5108
6. Reserves & surplus 7638863 (1155752)
7. Total assets 10481665 196670
8. Total Liabilities *2842110 *1347314
9. Investments - -
10. Turnover 12472583 -
11. Profit before taxation 582734 (343715)
12. Provision for taxation 21176 -
13. Profit after taxation 561557 (343715)
14. Proposed Dividend - -
15. Extent of Shareholding (in percentage) 100% 100%

Exchange rate for the Profit & Loss items is considered on average rate of foreignexchange for 1 USD at Rs. 69.89 and 1 SGD at Rs. 51.49 during the financial year.

* excluding share capital and reserves & surplus.

Notes:

1. JD International Pte Limited Singapore has not commenced its operations.

2. The Company has not liquidated or sold any subsidiary during the year underconsideration.

Part "B": Associates and Joint Ventures

The Company does not have any Associate or Joint Venture Company during the year underconsideration.

ANNEXURE- 5

Details required as per sub-section 12 of Section 197 of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.

(i) The Ratio of the Remuneration of each Director to the median employee'sremuneration the percentage increase in remuneration of each Director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if any in the financialyear:

Name of Director Remuneration of Director/KMP (in ') % increase in remuneration on FY 2018-19 Ratio of Remuneration of each Director to median Remuneration of employee
Executive Directors
Mr. V. S. S. Mani 20813400 17.93% 56.07
Mr. Ramani Iyer 22282764 19.54% 60.03
Mr. V. Krishnan 19914263 5.38% 53.65
Non-Executive and Independent Directors
Mr. B. Anand1 1600000 -5.88% 4.31
Mr. Sanjay Bahadur1 2100000 16.67% 5.66
Mr. Malcolm Monteiro1 1900000 5.56% 5.12
Ms. Anita Mani 800000 NA 2.16
Chief Financial Officer
#Mr. Abhishek Bansal2 20258319 NA
Company Secretary
#Mr. Sachin Jain 5452551 5.7%

1 The increase/decrease in % of Remuneration of Independent Directors is dueto increase/decrease in sitting fees for attending the meeting of Committees of the Board.

2 Mr. Abhishek Bansal has joined as the Chief Financial Officer w.e.f. July24 2017 hence % increase in remuneration are not comparable.

# The Remuneration includes fixed pay variable pay retirement benefits and theperquisite value of stock options exercised if any during the period determined inaccordance with the provisions of Income Tax Act 1961.

(ii) the percentage increase in the median remuneration of employees in the financialyear:

The median remuneration of employees of the Company during the financial year was Rs.371179/-. In the financial year there was an increase of 4.78% in the medianremuneration of employees.

(iii) the number of permanent employees on the rolls of the Company:

As on March 312019 the Company has 12500 permanent employees on its rolls.

(iv) average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

The average increase in the salaries of employees other than managerial personnel inthe financial year 2018-19 was 13.84% whereas the increase in the managerial remunerationfor the same financial year was 14.18%.

It is hereby affirmed that the remuneration is as per the remuneration policy of theCompany

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)
Place: Mumbai
Date: May 13 2019

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