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Just Dial Ltd (JUSTDIAL) -BSE
783.5 23.95 (3.15%) 19-Jul-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)
759.55 765 794.15 759.55 192402 824.85 - 408 5074.52 24.54 0 31.93
Directors Report

Dear Members,

Your Directors have pleasure in presenting their 24th Annual Report on the business and operations of the Company, together with the Audited Financial Statements for the financial year ended March 31, 2018 (the "Report").

1. FINANCIAL PERFORMANCE

The summarised financial results of the Company for the financial year ended March 31, 2018 are presented below.

(Rs. in Lakhs)

Standalone

Consolidated

Pa rticulars 2017-18 H 2016-17 : 2017-18 HI 2016-17
Revenue from Operations 78,177 71,861 78,177 71,861
Other Income 4,267 6,546 4,265 6,544
Financial Income 2,319 2,160 2,319 2,159
Total Revenue 84,763 80,567 84,761 80,564
Profit/Loss before depreciation 23,028 19,662 23,030 19,664
Less: Depreciation 3,642 4,014 3,642 4,014
Profit Before Tax 19,386 15,648 19,388 15,650
Less: Provision for tax 5,068 3,514 5,068 3,514
Profit After Tax 14,318 12,134 14,320 12,136
Other Comprehensive Income (36) 2,787 (36) 2,787
Total Comprehensive Income 14,282 14,921 14,284 14,923

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 [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 8.8% on accrual basis to Rs. 781.77 Cr. in the financial year ended March 31, 2018 as compared to Rs. 718.61 Cr. in the financial year ended March 31, 2017.

The Company's Operating Earnings Before Interest Depreciation and Taxes (EBITDA) margin stands at 21.0% of the operating income in the financial year ended March 31, 2018. The Profit Before Tax (PBT) of the current financial year increased by 23.9% to Rs. 193.86 Cr. as compared to Rs. 156.48 Cr. for the preceding financial year.

The Company's Profit After Tax (PAT) of the current financial year increased by 18.3% to Rs. 143.18 Cr. as compared to Rs. 121.34 Cr. for the preceding financial year.

The operations of the subsidiaries in financial year 2017-18 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 Board has decided not to recommend any dividend for this financial year but has advised the management

to share the profits of the Company with its shareholders via any other alternate viable mechanisms.

As per Regulation 43A of the SEBI (Listing Obligation and Disclosures Reguirements) Regulations, 2015 (the Listing Regulations), the top 500 listed Companies shall formulate a Dividend Distribution Policy. In compliance with the said reguirements, the Company has formulated its Dividend Distribution Policy, which is enclosed as ‘Annexure - T to this Report and also available on the website of the Company and may be viewed at https:// www.justdial.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. 2.24 Cr. has been transferred to Capital Redemption Reserve pursuant to Buy back of 22,41,000 eguity 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 read with the Companies (Acceptance of Deposits) Rules, 2014, hence there are no details to disclose as reguired 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, 2018

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

The revenue and expenses for the financial year 2017-18 and 2016-17 are 1,63,244 USD and 1,55,636 USD, respectively. The profit after tax has decreased from USD 8,832 in FY2016-17 to USD 7,880 in FY2017-18.

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 reguirements 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.justdial.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 joint venture or associate company.

7. CONSOLIDATED FINANCIAL STATEMENT

The Audited Financial Statements for the year ended March 31, 2018 of Just Dial Inc., USA and Unaudited Financial Statements 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 significantly 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 Results 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 results 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.

8. SHARE CAPITAL

• During the year under consideration, pursuant to order passed by Hon'ble National Company Law Tribunal on March 22, 2017 in respect of Scheme of Arrangement between the Company and Just Dial Global Private Limited, the face value of preference share of the Company has been sub-divided from Rs. 10/- per preference share to Rs. 1/- per preference share and accordingly the number of preference shares in the authorised share capital has been increased from 12,00,000 preference shares ofRs. 10/- each to 1,20,00,000 preference shares of Rs. 1/- each. Therefore, the authorised share capital of the Company is Rs. 1,01,20,00,000/- divided into 10,00,00,000 Eguity Shares of face value of Rs. 10/- each and 1,20,00,000 Preference Shares of Rs. 1/- each.

• Pursuant to order passed by Hon'ble National Company Law Tribunal on March 22, 2017 in respect of Scheme of Arrangement between the Company and Just Dial Global Private Limited, the Company has issued and allotted 11,25,068 preference shares ofRs. 1/- each to the shareholders of Just Dial Global Private Limited, during the year under review.

• During year under review, the Company has allotted 88,523 Eguity 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 22,41,000 eguity shares.

• During the year under review, pursuant to aforesaid Buy-back of eguity shares, the paid-up share capital of the Company has decreased from Rs. 69,53,84,520/- to Rs. 67,49,84,818/-.

• The paid-up share capital of the Company as on March 31, 2018 is Rs. 67,49,84,818/- which comprises of 6,73,85,975 eguity shares of Rs. 10/- each and 11,25,068 preference shares Rs. 1/- each.

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

• The Company has not issued any sweat eguity shares to its Directors or employees, during the year under review.

9. DIRECTORS AND KEY MANAGERIAL PERSONS

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 as on March 31, 2018.

(a) Appointments/Resignations from the board of directors

Mr. Pulak Chandan Prasad (DIN:00003557) who was appointed as Additional Director of the Company w.e.f. October 26, 2016 and whose tenure was till the date of AGM, held on September 29, 2017 has been appointed as a Director (Non-Independent and Non-Executive) by the shareholders at the said AGM.

(b) Directors Retiring by Rotation

In terms of Section 152 of the Companies Act, 2013, Mr. V. Krishnan (DIN:00034473), being Director liable to retire by rotation, shall retire at the ensuing Annual General Meeting and being eligible for reappointment, offers himself for re-appointment. The information as reguired to be disclosed under Regulation 36 of the Listing Regulations in case of 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 of the Independent Directors, under Section 149 (7) of the Companies Act, 2013 and the Listing Regulations, confirming that they meetthe 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

During the year under review, Mr. Ramkumar Krishnamachari, has resigned from the position of Chief Financial Officer of the Company w.e.f. July 11, 2017 and Mr. Abhishek Bansal has been appointed as the Chief Financial Officer of the Company w.e.f. July 24, 2017.

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.

10. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

7 (Seven) meetings of the Board of Directors of the Company were held during the year under review. Detailed information of the meetings of the Board of Directors is included in the Report on Corporate Governance, which forms part of this Report.

11. DIRECTORS' RESPONSIBILITY STATEMENT

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

(a) in the preparation of the annual accounts for the financial year ended March 31, 2018, 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 adeguate 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 adeguate 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 adeguate and operating effectively.

12. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company has in place the ‘Nomination and Remuneration Policy' in respect of appointment and remuneration of Directors, key managerial persons and senior managerial persons, detailing the criteria for determining gualifications, positive attributes, independence of a Director and other matters. The policy is annexed as ‘Annexure-3' and forms part of this Report.

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

13. PERFORMANCE EVALUATION OF THE BOARD

The Nomination and Remuneration Committee of the Company has laid down the criteria for performance evaluation of the Board, its Committees and individual Directors including independent Directors covering various aspects of the Board's functioning such as adeguacy 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 a part of the best corporate governance practices and comply with the reguirements 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. Mrs. Anita Mani Member
• Risk Assessment and Management Committee
1. Mr. B. Anand Chairman
2. Mr. Sanjay Bahadur Member
3. Mr. V. Krishnan Member
4. Mr. Abhishek Bansal Member
• Management Committee
1. Mr. V. S. S. Mani Chairman
2. Mr. V. Krishnan Member
3. Mr. Ramani Iyer Member

The details with respect to the powers, roles and terms of reference etc. of the relevant committees of the Board are given in detail in the Corporate Governance Report of the Company, which forms part of this Report.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company understands its responsibility towards the society, community, employees and social environment and positively contributed its share for betterment of society and social environment. The Company was voluntarily into CSR activities before enactment of statutory reguirement of CSR. The Company has broadly identified the sectors such as education, rural development, healthcare, environment and water conservation for its CSR activities. The Company believes in a meaningful contribution in CSR.

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.justdial . com/cms/investor-relations/policies.

The Annual Report on CSR Activities undertaken by Company during the year under consideration in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is attached as ‘Annexure - 4' to this Report.

16. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report forthe year under review as stipulated under Regulation 34(2) (e) of the Listing Regulations is presented in a separate section and forms part of this Report.

17. CORPORATE GOVERNANCE

The Corporate Governance is an ethical business practice to create and enhance value and reputation of an organisation. Accordingly, your Directors function as trustees of the shareholders and seek to ensure that

the long-term economic value for its shareholders is achieved while balancing interest of all the stakeholders.

The Reporton 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 reguired 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 Regulations, is annexed to the aforesaid Report.

18. VIGIL MECHANISM / WHISTLE-BLOWER POLICY

In terms of the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has implemented a whistle-blower policy pursuant to which whistleblowers can raise concerns in relation to the matters covered under the policy.

Protected disclosures can be made by a whistleblower through an e-mail to the ethics officer and the person also has direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. During the year under review, no concern from any whistleblower has been received by the Company. The whistle-blower policy is available at the link: https://www.justdial.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 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 adeguate 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 statements (Please refer Note No. 5 of standalone financial statements).

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company, during the financial year, with related parties were in the ordinary course of business and on an arm's length basis. The Company has not entered into any transaction with related parties, which could attract the provision of Section 188 (1) of the Companies Act, 2013, hence reguisite information in Form AOC-2 is not reguired to be provided.

During the year, the Company has not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

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. 27 of the Standalone Financial Statements. All related party transactions were placed before the Audit Committee and the Board for approval.

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

22. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has in place adeguate 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 adeguacy and effectiveness of the internal control systems in the Company and status of its compliances.

23. LISTING REGULATIONS, 2015

The Eguity 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 2018 19.

The Company has formulated following policies as reguired 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 . justdial.com/cms/investor-relations/policies.

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

24. AUDITORS

(a) Statutory Auditor

M/s. S. R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. 101049W/ E300004), has been appointed as Statutory Auditors of the Company for a period of 5 years from the conclusion of 20th Annual General Meeting till the conclusion of the 25th Annual General Meeting of the Company subject to ratification by the members annually. Your Company has received necessary confirmation from them stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013.

The Board of Directors of your Company has recommended to ratify the appointment of M/s. S. R. Batliboi & Associates LLP, Chartered Accountants, Mumbai, to hold the office as Statutory Auditors of the Company from the ensuing Annual General Meeting till the conclusion of next Annual General Meeting of the Company on such remuneration as may be mutually decided by the Board of Directors or Committee thereof and Statutory Auditors.

The statutory audit report does not contain any gualification, reservation or 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, 2018 and has been

re-appointed as Secretarial Auditor for the financial year 2018-19. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith and marked as'Annexure-5'tothis Report. The Secretarial Audit Report does not contain any gualification, reservation or adverse remark.

(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, 2018 and has been re-appointed as Internal Auditor for the financial year 2018-19.

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.

In September 2017, the Company has completed buy-back of 22,41,000 eguity shares at an average price of Rs. 374.18 per eguity share aggregating to Rs. 83.85 Crores.

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, 2018 till the date of Directors' Report, i.e. May 21, 2018.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

There were no other 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 - 6'.

(b) In terms of the provisions of Section 197 (12) of the Act read with Rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is provided in a separate annexure forming part of this Report. Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. In terms of Section 136, the said annexure is open for inspection at the Registered Office of the Company. Any Member interested in obtaining such particulars may write to the Company Secretary 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 reguired 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 amounts as on March 31, 2018 with the Company:

A. Unclaimed and Unpaid Dividend:

Sr. Financial Year No. Amount (Rs. )
1. 2013-14 21,442
2. 2014-15 46,590
Total 68,032

B. Unclaimed share application money:

The Company has Rs. 7,15,261 /- as unclaimed Share Application Money pending for refund as on March 31, 2018.

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

31. CONSERVATION OF ENERGY AND

TECHNOLOGY ABSORPTION

The disclosures reguired 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 operations of the Company are 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 eguipment - 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 eguipment.

(e) Usage of energy efficient illumination fixtures.

(ii) Steps taken by the Company for utilising alternate source of energy.

The business operations 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 eguipment during the year under review.

(B) Technology Absorption

(i) The efforts made towards technology absorption:

The Company itself operates in 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 reguirements of existing business as well

as new products, services, designs, frameworks, processes and methodologies. This allows the Company to serve its users in innovative 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 benefited from it. The Company has developed most of its software reguired 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 reguirement 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 (Rs. )

Particulars 2017-18 2016-17
1. Travelling and conveyance 2,83,658 1,72,519
2. Internet and server charges 1,07,39,633 3,55,57,743
3. Advertising and sales promotion 25,38,247 87,05,758
4. Data base and content charges 6,06,307 -
5. Administrative Support Charges 1,08,23,032 1,30,61,309
6. Professional and Legal Expenses 2,98,232 3,97,271
Total 2,52,89,109 5,78,94,600

32. EXTRACT OF THE ANNUAL RETURN:

Pursuantto 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, 2018 forms part of this report as ‘Annexure - 7'.

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. 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 thereunder may be viewed at https://www.justdial.com/cms/investor- relations/policies .

35. 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 forms part of this Report.

36. EMPLOYEES' STOCK OPTION SCHEME

The 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, 2018 (cumulative position) with regard to the Just Dial Private Limited Employee Stock Option Scheme, 2010, Just Dial Limited Employee Stock Option Scheme, 2013, Just Dial Limited Employee Stock Option Scheme, 2014 and Just Dial Limited Employee Stock Option Scheme, 2016 are disclosed on the Company's website which may be viewed at https://www.justdial . com/cms/investor-relations/down loads.

Except Just Dial Private Limited Employee Stock Option Scheme, 2010, all other schemes, i.e. Just Dial Limited

Employee Stock Option Scheme, 2013, Just Dial Limited Employee Stock Option Scheme, 2014 and Just Dial Limited Employee Stock Option Scheme, 2016, are in Compliance with SEBI (Share Based Employee Benefits) Regulations, 2014. All the options granted under Just Dial Private Limited Employee Stock Option Scheme, 2010 have been exercised/lapsed. 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.

37. ACKNOWLEDGEMENTS

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 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: L741 40MH1993PLC1 50054
501/B, 5th Floor,
Palm Court, Building - M, V. S. S. Mani Ramani Iyer
New Link Road, Malad (West), Managing Director and Whole-time Director
Mumbai - 400 064. Chief Executive Officer (DIN:00033559)
website: www.justdial.com (DIN:00202052)
E-mail ID: investorsiajustdial.com
Place: Mumbai
Date: May 21,2018

DIVIDEND DISTRIBUTION POLICY

1. Title:

This Policy shall be called 'Dividend Distribution Policy'

2. Scope and Purpose:

The Securities Exchange Board of India (SEBI) on July 8, 2016 has notified the SEBI (Listing Obligations and Disclosure Reguirements) (Second Amendment) Regulations, 2016 (Regulations). Vide these Regulations, SEBI has inserted Regulation 43A after Regulation 43 of SEBI (LODR) Regulations, 2015, which reguires 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 Eguity 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, acguire 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 for certain category of investors at a 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, subjectto 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,

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;

iii. remaining undistributed; or

The Board may at its discretion, subjectto 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-Eguity ratio, Return on Eguity, Income Tax, Cash Flow/Iiguidity, future expansion and acguisition 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-outdecision 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 favorable, dividend pay-out can be liberal. However, in case of unfavorable 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 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 reguirements of the existing businesses;

(iii) Brand / Business Acguisitions;

(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, acguisition, 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 reguire 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 Eguity Shares, however, in case of other classes of Shares, dividend shall be paid as per the terms of issuance of those classes of shares.

5. The Board of Directors shall review the policy periodically.

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 Rs. )

Particulars Details Details
Name of the subsidiary Just Dial Inc. Delaware, United States of America JD International Pte Limited, Singapore.
The date since when subsidiary was acquired October 1,2014 September 10, 2015
Reporting period for the subsidiary concerned, if different from the holding company's reporting period
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 Singapore Dollars. Ex
USD = Rs. 65.0441 rate: 1 SGD = Rs. 49.67
Share capital 650 4,967
Reserves & surplus 66,60,451 (7,92,236)
Total assets 90,67,017 1,96,197
Total Liabilities 24,05,916* 9,83,466*
Investments - -
Turnover 1,05,20,651 -
Profit before taxation 4,90,316 (2,93,968)
Provision for taxation (17,530) -
Profit after taxation 5,07,846 (2,93,968)
Proposed Dividend - -
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 X 64.4474 and 1 SGD at X 47.5445 during the financial year.

* excluding share capital and reserves and surplus.

Notes:

1. The Company does not have any subsidiary, which is yet to commence operations except JD International Pte Limited, Singapore.

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.

For and on behalf of the Board of Directors of Just Dial Limited

V. S. S. Mani Ramani Iyer
Managing Director and Whole-time Director
Chief Executive Officer (DIN:00033559)
(DIN:00202052)
Abhishek Bansal Sachin Jain
Chief Financial Officer Company Secretary
Place: Mumbai
Date: May 21,2018

The information under Section 134 (3) (e) of the Companies Act, 2013 with respect to the Company's policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178.

Just Dial Limited

NOMINATION AND REMUNERATION POLICY

1. INTRODUCTION:

In pursuance of the Company's philosophy to consider human resources as its invaluable assets and to pay equitable remuneration to all Directors. Key Managerial Personnel (KMP) and Senior Managerial Persons of the Company, to harmonise the aspirations of human resources consistent with the goals of the Company and in terms of the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, this policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Managerial Persons has been formulated by the Committee and approved by the Board of Directors.

2. OBJECTIVE AND PURPOSE OF THE POLICY:

The objective and purpose of this policy are:

1. Formulation of criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a Policy, relating to the remuneration of the directors, key managerial personnel and other employees;

2. Formulation of criteria for evaluation of Independent Directors and the Board;

3. Devising a Policy on diversity of Board of Directors;

4. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

5. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

3. DEFINITIONS:

i) Board means Board of Directors of the Company.

ii) Directors mean Directors of the Company.

iii) Committee means Nomination and Remuneration Committee of the Company as constituted or reconstituted by the Board.

iv) Company means Just Dial Limited.

v) Independent Director means a director referred to in Section 149 (6) of the Companies Act, 2013.

vi) Key Managerial Personnel (KMP) means:

a) Managing Director;

b) Whole-time Director;

c) Chief Financial Officer;

d) Company Secretary;

e) Such other officer as may be prescribed under the applicable statutory provisions / regulations.

vi) Senior Managerial Persons means personnel of the Company occupying the position of Sr. Vice President and above or head of any department of the Company.

Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 as may be amended from time to time shall have the meaning respectively assigned to them therein.

4. APPLICABILITY

The Policy Shall be applicable to:

i) Directors (Executive, Non-Executive and Independent)

ii) Key Managerial Personnel

iii) Senior Managerial Personnel

5. GENERAL PROVISIONS

This Policy is divided in three parts:

Part - A covers the matters to be dealt with and recommended by the Committee to the Board,

Part - B covers the appointment and nomination and

Part - C covers remuneration and perquisites etc.

PART - A

Matters to be dealt with, Perused and Recommended to the Board by the Nomination and Remuneration Committee

The Committee shall:

i) Formulate the criteria for determining qualifications, positive attributes and independence of a director. The Committee may consider following criteria for the same:

(a) Possess fundamental qualities of intelligence, perceptiveness, good judgement, maturity, high ethics and standards, integrity and fairness;

(b) Have a genuine interest in the Company and recognition that, as a member of the Board, one is accountable to the shareholders of the Company, not to any particular interest group;

(c) Have, as a general rule, a background that includes broad business experience or demonstrates an understanding of business and financial affairs and the complexities of a large, multifaceted, global business organisation;

(d) Have no irreconcilable conflict of interest or legal impediment which would interfere with the duty of loyalty owed to the Company and its shareholders.

(e) Have the ability and be willing to spend the time required to function effectively as an Independent Director;

(f) Have independent opinions and be willing to state them in a constructive manner;

(g) The Independent Directors, apart from the Directors remuneration, do not have any material pecuniary relationship of transactions with the Company, its promoter, its director, its senior management or its holding company, its subsidiary and associate companies which may affect his/her independence as an Independent Director and have not had any pecuniary relationships with the Company, its holding company, subsidiary and associate companies, or its promoters or directors during the current financial year and immediately preceding two financial years;

(h) None of relatives of the Independent Directors, had, or have, any pecuniary relationship or transaction with the Company, its holding, subsidiary or associate companies, or their promoters, or directors, amounting to 2% or more of its gross turnover or total income or Rs. 50 Lakhs or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

(i) The Independent Directors have not, nor in the past have been, a promoter of the Company or its holding, subsidiary or associate companies;

(j) The Independent Directors do not related to promoters or directors of the Company, its holding, subsidiary or associate companies or to persons occupying management positions at the board level or at one level below the board in the Company;

(k) The Independent Directors have not been an executive of the Company in the immediately preceding three financial years;

(l) The Independent Directors should not a partner or an executive or was not partner or an executive during the preceding three years, of any of the following:

(i) the statutory audit firm or the internal audit firm that isassociated with the Company, and

(ii) the legal firm(s) and consulting firm(s) that have a material association with the Company.

(m) No Independent Director or its relatives:

1. holder has held the position of a key managerial personnel or is or has been an employee of the Company or its holding, subsidiary or associate company in any of the three immediately preceding financial year;

2. is or has been, in any of the three financial years immediately preceding the financial year in which he/she was appointed, an employee or proprietor or a partner, of:

(a) a firm of auditors or company secretaries in practice or cost auditors of the Company or its holding, subsidiary or associate company; or

(b) any legal or a consulting firm that has or had any transaction with the Company, its holding, subsidiary or associate company amounting to 10% or more of the gross turnover of such firm;

3. hold, together with its relatives, 2% or more of the total voting power of the Company; or

4. is a Chief Executive or Director, by whatever name called, of any non-profit organisation that: (a) receives 25% or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate Company; or (b) holds 2% or more of the total voting power of the Company.

(n) The Independent Directors should not be a material supplier, service provider or a customer or a lessor or lessee of the Company, which may affect his/her independence as a Director.

ii) Identity persons who are qualified to become Director.

The Committee may consider following criteria for the same:

(a) Directors will be selected on the basis of talent and experience without regard to race, religion, sex or national origin. The Company seeks a Board with a diversity of background among its members and a Board that will possess certain core competencies.

(b) Directors will be leaders in their field, have broad experience, show familiarity with national and international issues, possess sound business judgement, and have other attributes that will enhance shareholder value.

(c) Possess fundamental gualities of intelligence, perceptiveness, good judgement, maturity, high ethics and standards, integrity and fairness.

(d) Have a genuine interest in the Company and recognition that, as a member of the Board, one is accountable to the shareholders of the Company, not to any particular interest group.

(e) Have no irreconcilable conflict of interest or legal impediment which would interfere with the duty of loyalty owed to the Company and its shareholders.

(f) Have the ability and be willing to spend the time reguired to function effectively as a Director.

iii) Identify persons who maybe appointed in Key Managerial and Senior Managerial Persons.

In respect of Key managerial Persons, other that Managing Director and Whole-time Directors (which were covered above), and Senior Managerial Persons the Committee may consider following criteria:

(a) Possess fundamental gualities of intelligence, perceptiveness, good judgement, maturity, high ethics and standards, integrity and fairness.

(b) Possess necessary educational gualification reguired for the position.

(c) Minimum and maximum age for the post

(d) Minimum relevant experience for the post.

iv) Recommendation to the Board, Appointment of Directors, Key Managerial Persons and Senior Managerial Persons.

The Committee will time to time discuss and review with Managing Director, Whole-time Director and HR Department about the appropriate skills and characteristics of Directors, Key Managerial Persons and Senior Managerial Persons. This should include issues of diversity, age, business or academic background and other criteria that the Committee finds to be relevant. Based on this discussion and review, the Committee may submit its reportto the Board on appointment of Director, Key Managerial Persons and Senior Managerial Persons.

PART - B

Policy for Appointment and Removal of Director, KMP and Senior Managerial Persons

I. Appointment criteria and qualifications:

1. The Committee shall identify and ascertain the integrity, gualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

2. A person should possess adeguate gualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether gualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

3. The Company shall not appoint or continue the employment of any person as Whole- time Director who has not attained the age of 21 years or has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

II. Term / Tenure:

1. Managing Director/Whole-time Director:

The Company shall appointor re-appoint any person as its Managing Director or Whole-time Director for a term not exceeding five years at a time. No reappointment shall be made earlier than one year before the expiry of term.

2. Independent Director:

An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly. However, if a person who has already served as an Independent Director for 5 years or more in the Company as on October 1, 2014 or such other date as may be determined by the Committee as per regulatory requirement, he / she shall be eligible for appointment for one more term of 5 years only.

At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company.

3. Evaluation:

The Committee shall carry out annual evaluation of performance of every Director, Key Managerial Persons and Senior Managerial Persons. The Committee may discuss and review with Managing Director, Whole-time Director, HR Department and Head of Departments about the appropriate skills, characteristics of Directors, Key Managerial Persons and Senior Managerial Persons. Based on this discussion and review, the Committee may submit its report to the Board on evaluation for appraisal, rewards, recognition etc. of Director, Key Managerial Persons and Senior Managerial Persons.

4. Removal:

Pursuant to any disqualification mentioned in the Companies Act, 2013, rules made thereunder or under any other applicable Act, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Key Managerial Persons and Senior Managerial Persons subject to the provisions and compliance of the said Act, rules and regulations.

The Committee will time to time discuss and review with Managing Director, Whole- time Director and HR Department about the performance and suitability of Directors, Key Managerial Persons and Senior Managerial Persons. Based on this discussion and review, the Committee may submit its report to the Board on removal of Director, Key Managerial Persons and Senior Managerial Persons.

5. Retirement:

The Director, Key Managerial Persons and Senior Managerial Persons shall retire as perthe applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Director, Key Managerial Persons and Senior Managerial Persons in the same position/remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

PART - C

Policy Relating to the Remuneration for the Whole-time Director, Key Managerial Persons and Senior Managerial Persons

1. General:

I. The remuneration/compensation/commission etc. to the Managing Director, Whole-time Directors, Key Managerial Persons and Senior Managerial Persons will be determined by the Committee and recommended to the Board for approval. The remuneration/compensation/commission etc. shall be subject to the prior/ post approval of the shareholders of the Company and Central Government, wherever required.

II. The remuneration and commission to be paid to the Managing Director, Whole-time Director shall be in accordance with the percentage / slabs / conditions laid down in the Articles of Association of the Company and as perthe provisions of the Companies Act, 2013, and the rules made thereunder.

III. The remuneration and commission to be paid to Non-Executive Directors and Independent Directors should be based on time spent carrying out Board and committee responsibilities and be competitive with comparable companies. In addition, a significant portion of Director compensation should align Director's interests with the long-term interests of shareholders.

IV. The Company management should report to the Committee on an annual basis about the Company's compensation practices compared with those of other peer companies, industry and current market scenario. The Committee makes recommendation to the Board relating thereto. The Board should make changes in its compensation practices only upon the recommendation of the Committee.

V. The Committee will consider following components in remuneration of Director, Key Managerial Persons and Senior Managerial Persons:

(a) Fixed Pay: The Managing Director, Whole- time Director, Key Managerial Persons and Senior Managerial Personsshall be eligible fora monthly remuneration as may be approved by the Board on the recommendation of the Committee. The break-up of the pay scale and quantum of perquisites including, employer's contribution to PF, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.

(b) Commission of net Profit to Directors, to the extent permissible under Companies Act, 2013, Rules and Regulation, as amended from time to time, Articles of association and approved by the Shareholders of the Company.

(c) Sitting fees for attending board and its committee meetings by Non-Executive and Independent Directors to the extent permissible under Companies Act, 2013, Rules and Regulation, as amended from time to time, Articles of Association and approved by the Shareholders of the Company

(d) Incentives to Managing Director, Whole-time Director Key Managerial Persons and Senior Managerial Persons, based on the performance of the Company as well individual performance.

(e) Stock options to Key Managerial Persons and Senior Managerial Persons. Independent Directors shall not be entitled to any stock option of the Company.

(f) Any other Benefits such as company car, company healthcare facility, telephone, company housing as may be.

VI. The Committee may review existing Remuneration of Directors, Key Managerial Persons and Senior Managerial Persons. Increments or revision to the existing remuneration/compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of the Directors of the Company.

VII. Minimum Remuneration:

If, in any financial year, the Company has no profits or its profits are inadeguate, the Company shall pay remuneration to its Managing Director, Whole-time Director in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the previous approval of the Central Government.

VIII. Provisions for excess remuneration:

If any Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, where reguired, he/she shall refund such sums to the Company and until such sum is refunded, he/she shall hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

IX. Where any insurance is taken by the Company on behalf of its Whole-time Director, Chief Executive Officer, Chief Financial Officer, Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

   

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