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Just Dial Ltd (JUSTDIAL) -BSE
634.25 27.90 (4.60%) 18-Oct-2019 |00:00
PREV.CLOSE OPEN PRICE HIGH(Rs) LOW(Rs) VOLUME(Rs) 52AVG.RANGE MARKET CAP(Rs.Cr) P/E Div Yield (%) Eps (Rs)
606.35 607 635.9 605.8 95681 824.85 - 420.15 4113.09 18.24 0 34.78
Directors Report

Dear Members,

Your Directors have pleasure in presenting their 25th Annual Report on the business and operations of the Company, together with the Audited Financial Statements for the financial year ended March 31,2019 (the "Report").

1. FINANCIAL PERFORMANCE

The summarised financial results of the Company for the financial year ended March 31,2019 are presented below.

(Rs. in lakhs)

Particulars

Standalone

Consolidated

2018-19 2017-18 2018-19 2017-18
Revenue from Operations 89,150 78,177 89,150 78,177
Other Income 6,825 4,267 6,825 4,265
Financial Income 2,471 2,319 2,471 2,319
Total Revenue 98,446 84,763 98,446 84,761
Profit/Loss before depreciation 32,176 23,028 32,181 23,030
Less: Depreciation 3,365 3,642 3,365 3,642
Profit Before Tax 28,811 19,386 28,816 19,388
Less: Provision for tax 8,131 5,068 8,131 5,068
Profit After Tax 20,680 14,318 20,685 14,320
Other Comprehensive Income (69) (36) (69) (36)
Total Comprehensive Income 20,611 14,282 20,616 14,284

Note: The above figures are extracted from the standalone and consolidated financial statements prepared in compliance with Indian Accounting Standards (IND AS). The Financial Statements of the Company complied with all aspects with Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 (the Act) read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time and other 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. 89,150 lakhs in the financial year ended March 31, 2019 as compared to Rs. 78,177 lakhs for the preceding 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 31, 2019. Profit Before Tax (PBT) of the current financial year increased by 48.6% to Rs. 28,811 lakhs as compared to Rs. 19,386 lakhs for the preceding financial year.

The Company's Profit After Tax (PAT) of the current financial year increased by 44.4% to Rs. 20,680 lakhs as compared to Rs. 14,318 lakhs for the preceding financial year.

The operations of the subsidiaries in financial year 2018-19 were not significant and the performance of subsidiaries is reflecting in the financial highlights tabulated hereinabove.

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

3. DIVIDEND

The Company has distributed its profit to the shareholders by successful completion of buy-back of equity shares of the Company during the year, which involved major cash outflow. 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 (Listing Obligations and Disclosures Requirements) Regulations, 2015 (the Listing Regulations), the Company has formulated its Dividend Distribution Policy, which is enclosed as ‘Annexure - 1' to this Report and also available on the website of the Company and may 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 Company, during the year under review. However Rs. 2.75 Crore has been transferred to Capital Redemption Reserve pursuant to Buy back of 27,50,000 equity shares of the Company, during the year under review.

5. DEPOSITS

During the year, your Company has not accepted any deposits within the meaning of Sections 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 required under 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 31,2019:

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

The revenue for the financial year 2018-19 and

2017- 18 are 1,78,463 USD and 1,63,244 USD, respectively and expenses for the financial year

2018- 19 and 2017-18 are 1,70,125 USD and 1,55,636 USD, respectively. The profit after tax has increased from USD 7,880 USD in FY 2017-18 to USD 8,035 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 Company has formulated ‘Policy on determining Material Subsidiaries' which is posted on website 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 as a Subsidiary of 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., Singapore, wholly-owned subsidiary companies, are available on website of the Company i.e. www.justdial.com. JD International Pte. Ltd., Singapore has not yet started its operations, hence, audit of the Financials is not mandatory as per the laws of Singapore. Therefore, the Financial Statements of JD International Pte. Ltd., Singapore are unaudited. The Statement containing salient features of the financial statements of the subsidiary 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 of performance and financial position of subsidiary companies. However, looking at the performance of the subsidiaries, they do not contribute significant in the growth and performance of the Company. These documents will also be available for inspection on all working days except Saturdays, Sundays and public holidays at the registered office of the Company.

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

The Financial Statements of Subsidiary Companies i.e. Just Dial Inc., USA and JD International Pte. Ltd., Singapore are also uploaded on the website of the Company and the same 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. 1,01,20,00,000 (Rupees One Hundred One Crore Twenty lakhs Only) divided into 10,00,00,000 (Ten Crore) Equity Shares of Rs. 10/- (Rupees Ten Only) each and 1,20,00,000 (One Crore Twenty lakhs) Preference Shares of Rs. 1/- (Rupees One Only) each. There was no change in the Authorised share capital, during the year under review.

• During the year under review, the Company has allotted 1,21,130 Equity Shares of Rs. 10/- each to its employees upon exercise of options granted to them under the ESOP Schemes of the Company.

• During the year under review, the Company has bought back and cancelled 27,50,000 equity shares.

• The paid-up share capital of the Company as on March 31,2019 is Rs. 64,86,96,118/- which comprises of 6,47,57,105 equity shares of Rs. 10/- each and 11,25,068 preference shares of Rs. 1/- each.

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

• The Company has not issued any sweat equity shares to its Directors or employees, 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) are Executive Directors including one Managing Director.

None of the Directors of the Company are disqualified from being appointed as Directors as 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 2018-19, except, 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 to hold office up to the date of ensuing Annual General Meeting. Based upon the notice received 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 Remuneration Committee and the Board have recommended regularisation of her directorship by the shareholders at the ensuing Annual General Meeting, for a period of 5 (five) consecutive years commencing with effect from April 01,2019 up to March 31,2024.

2. The term of Independent Directors, Mr. B. Anand, Mr. Malcolm Monteiro and Mr. Sanjay Bahadur, will expire on September 30, 2019. Based upon the notice received from a member under Section 160(1) of the Act proposing the candidatures of Mr. B. Anand, Mr. Malcolm Monteiro and Mr. Sanjay Bahadur for the office of Independent Directors, Nomination and Remuneration Committee and the Board have recommended their re-appointment by the shareholders at the ensuing Annual General Meeting by way of Special Resolutions for a second term of 5 (five) consecutive years commencing with effect from October 01,2019 up to 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 31,2019. Based upon the notice received from a member under Section 160(1) of the Act proposing the candidature of Mr. Ramani Iyer for the office of Whole-time Director, Nomination and Remuneration Committee recommended and the Board of Directors have re-appointed him as whole-time Director for another term of 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 Annual General Meeting and being eligible for re-appointment, offers himself for re-appointment.

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

c) Independent Directors

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

The Board members are provided with all necessary documents/reports and internal policies to enable them to familiarise with the Company's Procedures and practices. The various programmes undertaken for familiarising Independent Directors with the functions and 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 Jain, Company Secretary of the Company are the key managerial personnel as per the provisions of the 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 year under review. Detailed information of the meetings of the Board is included in the Report on Corporate Governance, which forms part of this Report.

11. DIRECTORS' RESPONSIBILITY STATEMENT

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

(a) i n the preparation of the annual accounts for the financial year ended March 31,2019, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the Company 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 provisions of 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 to determine the appropriate characteristics, skills and experience for the Board as a whole as well as for its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education and public service. Characteristics expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgement, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner. The Company has 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 of directors.

• It contains guidelines for determining qualifications, positive attributes for directors, 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 of appointment of an Independent Director.

The Company has updated it's existing ‘Nomination and Remuneration Policy' to incorporate the changes in line with recent amendment in Listing Regulations pertaining to criteria 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 and may 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 for performance evaluation of the Board, its Committees and individual directors including independent Directors covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, based on the predetermined templates designed as a tool to facilitate evaluation process, the Board has carried out the annual performance evaluation of its own performance, the Individual Directors including Independent Directors and its Committees on parameters such as level of engagement and contribution, independence of judgement, safeguarding 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 best corporate governance practices and comply with the requirements of the relevant provisions of applicable laws and statutes:

The Committees and their Composition are as follows:

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

• 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 of reference etc. of the relevant committees of the Board have been aligned and same are given in detail in the Corporate Governance Report of the Company, which forms part of this Report.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted Corporate Social Responsibility (CSR) Committee in accordance with the provisions of the Companies Act, 2013. The CSR Committee was constituted comprising of members of the Board of Directors of the Company. The Committee presently consists of 4 Directors with Chairman of the Committee being Independent Director.

In accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has formulated and posted CSR Policy on its website which may be viewed at https://www.iustdial.com/cms/investor-relations/policies.

The Annual Report on CSR Activities undertaken by the Company, during the year under consideration, 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 stipulated under Regulation 34(2)(e) of the Listing Regulations is presented in a separate section and forming part of this Report.

17. CORPORATE GOVERNANCE

Your Company is fully committed to follow good Corporate Governance practices and maintain the highest business standards in conducting business. The Company continues to focus on building trust with shareholders, employees, customers, suppliers and other stakeholders based on the principles of good corporate governance viz. integrity, equity, transparency, fairness, sound disclosure practices, accountability and commitment to values.

The Report on Corporate Governance as stipulated under Regulation 34(3) of the Listing Regulations is presented in a separate section and forms part of this Report. The report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013.

A certificate from V. B. Kondalkar & Associates, Practicing Company Secretary, conforming compliance to the conditions of Corporate Governance as stipulated under Regulation 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 a formal mechanism to its employees for communicating instances of breach of any statute, actual or suspected fraud on the accounting policies and procedures adopted for any area or item, acts resulting in financial loss or loss of reputation, leakage of information in the nature of Unpublished Price Sensitive Information (UPSI), misuse of office, suspected/actual fraud and criminal offences. The Policy provides for a mechanism to report 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. In terms of the Policy of the Company, no employee of the Company has been denied access to the Chairman of the Audit Committee of the Board. During the year under review, no concern from any whistleblower has been received by the Company. The whistle blower policy is available 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 been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise-wide risk management framework; and (b) Overseeing that all the risks that the organisation faces such as strategic, financial, market, security, operational, personnel, IT, legal, regulatory, reputational and other risks.

The Risk Assessment Management Committee have identified and assessed all the material risks that may be faced by the Company and ensured proper policy, procedure and adequate infrastructure are in place for monitoring, mitigating and reporting risks on a periodical basis.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions with related parties are in the ordinary course of business and on arm's length basis and there are no ‘material' contracts or arrangement or transactions 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 the Companies (Accounts) Rules, 2014] is not required.

The statement showing the disclosure of transactions with related parties, such as payment of Directors' remuneration, in Compliance with applicable IND AS, the details of the same are provided in Note No. 28 of the Standalone Financial Statement. All related party transactions were placed before the Audit Committee and the Board for their approval.

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

22. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has in place adequate standards, processes and structures to implement internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. In addition to above, the Company has in place Internal Audit carried out by independent audit firm to continuously monitor adequacy and effectiveness of the internal control 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 Stock Exchange 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 Year 2019-20.

The Company has formulated following Policies as required under the Listing Regulations, the details of which are as under:

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

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

3. ‘Policy on Criteria for determining Materiality of events/information' as per Regulation 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 (Firm Registration No. 101049W/E300004), Statutory Auditors of the Company will expire on conclusion 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 the appointment of M/s. Deloitte Haskins and Sells LLP, Chartered Accountants, (Firm Registration No. 117366W/W-100018) Chartered Accountants, as the Statutory Auditor of the Company, to hold office for a period of 5 (five) consecutive years from the conclusion of 25th Annual General Meeting of Company till the conclusion of its 30th Annual General Meeting.

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

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

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

The report of the Statutory Auditor forms part of the Annual Report. The said report does 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 had appointed V. B. Kondalkar & Associates, Practicing Company Secretary, to undertake Secretarial Audit for the financial year ended March 31,2019. The Secretarial Audit Report for 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 any qualification, reservation or adverse remark, except one observation that the Chairman of Audit Committee was not present at Annual General Meeting of the Company held on September 28, 2018 which has been clarified by the Board that the Chairman of Audit Committee was out of India on some urgent professional work and commitments and the same has been considered by the Secretarial Auditor in their report. Upon recommendation of Audit Committee, the Board has appointed M/s. VKMG & Associates LLP, Practicing Company Secretaries, as the Secretarial Auditor of the Company to carry out the secretarial audit for the financial year 2019-20 and also to issue Annual Secretarial Compliance Report for the financial ended March 31,2020.

(c) Internal Auditor

Pursuant to provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, the Company had appointed M/s. Haribhakti & Co. LLP, Chartered Accountants to undertake Internal Audit for financial year ended March 31,2019 and 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 the audit committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need 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 27,50,000 equity shares of Rs. 10/- each, on a proportionate basis through the tender offer at a price of Rs. 800/- per equity share aggregating to Rs. 220 Crore.

• The Company has obtained shareholders approval by way of special resolutions through postal ballot in respect of formulation and implementation of Just Dial Limited Employee Stock Option Scheme 201 9 (ESOP 201 9) and authorised Board of Directors to create, grant, offer, issue and allot, from time to time, in one or more tranches, options not exceeding 12,93,300 representing nearly 2% of the paid-up equity share Capital of the Company as on January 21, 2019, exercisable into 12,93,300 Equity Shares of the Company, to or for the benefit of permanent employees/Directors (Present and Future) of the Company and its subsidiaries.

27. MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments, affecting the financial position of the Company, 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 OR TRIBUNALS 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 in future.

29. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

(a) The ratio of the remuneration of each Director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) 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 Managerial Personnel) Rules, 2014 is given in an Annexure and forms part of this report. Pursuant to the provisions of Section 136 of the Act, the Directors' Report is being sent to the shareholders of the Company excluding the aforesaid Annexure. Any shareholder interested in obtaining a copy of the Annexure may write to the Company Secretary at the registered office of the Company.

(c) Neither the Managing Director nor whole-time Directors of the Company receive any remuneration 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 be transferred, under the provisions of Companies Act, 2013 into the Investor Education and Protection Fund (IEPF) of the Government of India. However, following are the outstanding amount as on March 31,2019 with the Company:

A. Unclaimed and Unpaid Dividend:

Sr. No Financial Year Amount (')
1. 2013-14 23,858
2. 2014-15 87,879
Total 1,11,737

B. Unclaimed share application money

The Company has Rs. 7,28,636.50/- as unclaimed Share Application Money pending for refund as on March 31,2019.

31. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

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

(A) Conservation of Energy

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

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

a) Use of LED Lights at office spaces.

b) Rationalisation of usage of electricity and electrical equipment - air-conditioning system, office illumination, beverage dispensers, desktops.

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

d) Planned Preventive Maintenance schedule put in place for electromechanical equipment.

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 steps mentioned above to conserve energy, the management would also explore feasible alternate sources of energy.

(iii) The capital investment on energy conservation equipment:

There is no capital investment on energy conservation equipment during the year under review.

(B) Technology Absorption

(i) The efforts made towards technology absorption:

The Company itself operates into the dynamic information technology space. The Company has a sizeable team of Information technology experts to evaluate technology developments on a continuous basis and keep the organisation updated. The Company also has an in-house research and development department to cater to the requirements of existing business as well as new products, services, designs, frameworks, processes and methodologies. This allows the Company to serve its users in innovated ways and provide satisfaction and convenience to the users and customers.

(ii) The benefits derived:

The Company emphasises the investment in technology development and has immensely benefitted from it. The Company has developed most of its software required for operations as well as its apps, in-house. It has saved a sizeable amount of funds, ensured data protection and also helps to understand in better way the requirement of its users and customers.

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

(iv) The Company has not incurred any expenditure on Research and Development during the 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 39,402 2,83,658
2. Internet and server charges 9,33,837 1,07,39,633
3. Advertising and sales promotion 38,36,580 25,38,247
4. Data base and content charges - 6,06,307
5. Administrative Support Charges 1,26,71,975 1,08,23,032
6. Professional and Legal Expenses 25,29,513 2,98,232
7. Communication Cost 25,65,158 -
8. Staff Training 4,01,053 -
Total 2,29,77,518 2,52,89,109

32. EXTRACT OF THE ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as on March 31,2019 forms part of this report as ‘Annexure - 6'. The Company has uploaded the Annual Return referred to in Section 92(3), for the financial year ended March 31, 2019 on its website, which may be viewed 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 of Directors (SS-1) and General Meetings (SS-2) specified by the Institute of Company Secretaries 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 in the Company and has zero tolerance towards any actions which may fall under the ambit of sexual harassment at workplace. The Company has constituted the Internal Complaint Committee, however, it has not received any Complaint, during the year, under review.

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

36. BUSINESS RESPONSIBILITY REPORT

The Listing Regulations mandated inclusion of Business Responsibility Report as part of the Annual Report for top 500 Listed entities based on the market capitalisation. Accordingly, a Business Responsibility Report is presented in a separate section and forming part of this Report.

37. EMPLOYEES' STOCK OPTION SCHEME

The Employees' Stock Option Schemes enable the Company to hire and retain the best talent for its senior management and key positions. The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia administers and monitors the 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 31, 2019 (cumulative position) with regard to the Just Dial Limited Employee Stock Option Scheme, 2013, Just Dial Limited Employee Stock Option Scheme, 2014, Just Dial Limited Employee Stock Option Scheme, 2016 and Just Dial Limited Employee Stock Option Scheme, 2019 are disclosed on the Company's website which may be viewed at https://www.iustdial.com/cms/ investor-relations/downloads.

All the schemes i.e. Just Dial Limited Employee Stock Option Scheme, 2013, Just Dial Limited Employee Stock Option Scheme, 2014, Just Dial Limited Employee Stock Option Scheme, 2016 and Just Dial Limited Employee Stock Option Scheme, 2019 are in Compliance with SEBI (Share Based Employee Benefits) Regulations, 2014. There were no material changes in aforesaid schemes, during the year under review.

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

38. ACKNOWLEDGMENTS

Your Directors take the opportunity to express our deep sense of gratitude to all users, vendors, government and non-governmental agencies and bankers for their continued support 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 for reposing 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 the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016 (Regulations). Vide these Regulations, SEBI has inserted Regulation 43A after Regulation 43 of SEBI (LODR) Regulations, 2015, which requires the Company to frame and adopt a Dividend Distribution Policy, which shall be disclosed in its Annual Report and on its website. Accordingly, this Dividend Distribution Policy has been adopted by the Company which endeavours for fairness, consistency and sustainability while distributing profits to the shareholders.

3. APPLICABILITY:

This Policy applies to all the Dividend (including Interim) to be declared on the paid up 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 factors including financial parameters that shall be considered while declaring dividend and the circumstances under which the shareholders of the Company may or may not expect dividend, etc. The policy has been framed broadly in line with the provisions of the Companies Act and also taking into consideration, guidelines issued by SEBI and other guidelines, to the extent applicable.

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

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

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

A Company when growing rapidly usually would pay less dividends or not pay dividend in exceptional circumstances so as to invest as much as possible into further growth, expansion of activities or forecast of future operations. At a time when Board believes it will be prudent to increase Company's value by retaining its earnings; it will choose to pay less dividend or not pay dividends and may utilise the money to finance a new project, acquire 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. At present, apart from Dividend Distribution Taxes, dividends are taxable to certain category of investors at special rate. The capital gains on the sale of appreciated share can have a 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 while recommending/declaring dividend;

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

Notwithstanding the above, subject to the provisions of the Companies Act, Dividend shall 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 be otherwise 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 all of (i) extraordinary charges (ii) exceptional charges (iii) one off charges on account of change in law or rules or accounting policies or accounting standards (iv) provisions or write offs on account of impairment in investments (long-term or short-term) (v) non-cash charges pertaining to amortisation or ESOP or resulting from change in accounting policies or accounting standards.

Other parameters the Company may consider are, it's Debt-Equity ratio, Return on Equity, 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 the amount of profit to be distributed among shareholders and amount of profit to be retained in business. The Board of Directors will endeavour to take a decision with an objective to enhance shareholders wealth and market value of the shares. However, the decision regarding pay-out is subject to several factors and hence, any optimal policy in this regard may be far from obvious.

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

External Factors:-

Uncertainty - in case of uncertain or recessionary economic and business conditions, Board will endeavour to retain larger part of profits to build up reserves to absorb future 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 conservative dividend pay-out in order to conserve cash outflows.

Regulatory Restrictions - The Board will take in account the restrictions imposed by Companies 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 account various 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 in the business for expansion, acquisition, product development and give optimum return to the stakeholders.

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

Appropriations are usually done at the Board's discretion with an exceptional circumstances, 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, 2013 read with rules framed thereunder, shall consider this policy while recommending dividend on Equity Shares, however, in case of other classes of Shares, dividend shall be paid as per 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 of Companies (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 01,2014 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 5,108
6. Reserves & surplus 76,38,863 (11,55,752)
7. Total assets 1,04,81,665 1,96,670
8. Total Liabilities *28,42,110 *13,47,314
9. Investments - -
10. Turnover 1,24,72,583 -
11. Profit before taxation 5,82,734 (3,43,715)
12. Provision for taxation 21,176 -
13. Profit after taxation 5,61,557 (3,43,715)
14. Proposed Dividend - -
15. Extent of Shareholding (in percentage) 100% 100%

Exchange rate for the Profit & Loss items is considered on average rate of foreign exchange 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 under consideration.

Part "B": Associates and Joint Ventures

The Company does not have any Associate or Joint Venture Company, during the year under consideration.

ANNEXURE- 5

Details required as per sub-section 12 of Section 197 of the Companies Act, 2013 read with 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's remuneration, the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

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 2,08,13,400 17.93% 56.07
Mr. Ramani Iyer 2,22,82,764 19.54% 60.03
Mr. V. Krishnan 1,99,14,263 5.38% 53.65
Non-Executive and Independent Directors
Mr. B. Anand1 16,00,000 -5.88% 4.31
Mr. Sanjay Bahadur1 21,00,000 16.67% 5.66
Mr. Malcolm Monteiro1 19,00,000 5.56% 5.12
Ms. Anita Mani 8,00,000 NA 2.16
Chief Financial Officer
#Mr. Abhishek Bansal2 2,02,58,319 NA
Company Secretary
#Mr. Sachin Jain 54,52,551 5.7%

1 The increase/decrease in % of Remuneration of Independent Directors is due to 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. July 24, 2017, hence, % increase in remuneration are not comparable.

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

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

The median remuneration of employees of the Company during the financial year was Rs. 3,71,179/-. In the financial year, there was an increase of 4.78% in the median remuneration of employees.

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

As on March 31,2019, the Company has 12,500 permanent employees on its rolls.

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

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

It is hereby affirmed that the remuneration is as per the remuneration policy 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)
Place: Mumbai
Date: May 13, 2019

   

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