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Directors Report of Just Dial Ltd.

Mar 31, 2016

Dear Members,

We, the Directors of Just Dial Limited, (the "Company") are delighted to present 22nd Annual Report along with the audited accounts of the Company for the year ended March 31, 2016, (the "Report").

1. Financial Highlights

Rs,in million

Particulars

2015-2016

2014-2015

Revenue from Operations

6,908.28

5,897.98

Other Income

584.92

488.55

Total Revenue

7,493.20

6,386.53

Profit/Loss before depreciation

2,290.32

2,146.41

Less: Depreciation

311.02

241.00

Profit Before Tax

1,979.30

1,905.41

Less: Provision for tax

561.28

516.51

Profit After Tax

1,418.02

1,388.90

Add: Balance brought forward

3,105.42

2,031.21

Balance Available for Appropriation

4,523.44

3,420.11

Less: Appropriation

Proposed Final Equity Dividend

0.00

140.99

Tax on Proposed Final Equity Dividend

0.00

28.70

Transferred to General Reserve

0.00

138.89

Depreciation adjustment (net of deferred tax)

0.00

6.11

Closing Balance

4,523.44

3,105.42

2. State Of Company''s Affairs, Business Overview And Future Outlook

The Revenue from the operation has increased by about 17.13% on accrual basis to RS,6,908.28 million in the year ended March 31, 2016 as compared to H5,897.98 million in the year ended March 31, 2015.

The Company''s earnings before interest, depreciation and taxes (EBITDA) margin stands at 30.57% of the total income in the year ended March 31, 2016. The profit before tax (PBT) of the current year increased by 3.88% to RS,1,979.30 million as compared to RS,1,905.42 million for the preceding financial year.

The Company''s profit after tax (PAT) of the current year increased by 2.09% to RS,1,418.02 million as compared to RS,1,388.90 million for the preceding financial year.

The operations of the subsidiaries in financial year 201516 were not significant and hence, the consolidated profit almost equal to its standalone profit.

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

There was a major outflow during the year under consideration; hence to conserve the resources of the Company, the management has decided not to recommend any dividend for this financial year.

4. Transfer to Reserve

The Company has not transferred any amount in the general reserve for the financial year under review, however, transferred RS,1,06,14,990/- from General Reserve to Capital Redemption Reserve (CRR) in respect of Buy-back of 10,61,499 equity shares of face value of RS,10/- each of the Company.

5. Deposit

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 is 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, 2016

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

The revenue for the year grew 22% from 0.15 million USD in FY 2014-15 to 0.19 million USD in FY 2015-16 whereas the total expenses remained almost constant at approx 0.18 million USD for both financial year. The company had recorded Profit after tax from USD 5,356 in FY 2014-15 to USD 7,955 in FY 2015-16

ii. JD International Pte. Ltd. Singapore, -

JD International Pte. Ltd. has been incorporated as a wholly owned subsidiary of the Company w.e.f. September 10, 2015 and which has not yet started its operation.

During the year under review, the Company does not have any Material Subsidiary.

Pursuant to requirements of Regulation 16(c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated ''Policy on determining Material Subsidiaries'' which is posted on website of the Company and same may be viewed at http://cms.justdial.com/investor-relations/policies.

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, 2016 of Just Dial Inc. USA and JD International Pte. Ltd., Singapore, wholly-owned subsidiary companies are available on website of the Company i.e. www.justdial.com. The Statement containing salient features of the financial statements of the subsidiary companies in the prescribed format i.e. AOC-1 is appended as an ''Annexure - 1'' to the Board''s Report. The statement also provides the details of performance and financial position of subsidiary 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 based on the Schedule III of the Companies Act, 2013 and Accounting Standards issued by the Institute of Chartered Accountants of India (ICAI) in respect of Consolidation of Financial Statements (AS-21).

8. Share Capital

*8* The authorised share capital of the Company is RS,1,01,20,00,000/- divided into 10,00,00,000 Equity Shares of face value of RS,10/- each and 12,00,000 Preference Shares of H10/- each. There has been no change in the authorized share capital of the Company, during the year under review.

# During the year under review, the paid-up share capital of the Company has decreased from RS,704.93 million to RS,694.74 million.

# During year under review, the Company has allotted 42,365 Equity Shares of RS,10/- each to its employees upon exercise of options granted to them under the ESOP Schemes and 10,61,499 equity shares of RS,10/- each have been bought back and cancelled pursuant to buy-back undertaken by the Company.

# During the year under review, the Company has bought back 10,61,499 equity shares of RS,10/- each at a price of RS,1,550/- per equity shares, for cash aggregating to RS,1,64,53,23,450/- on proportionate basis.

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 Persons

The Company has 9(Nine) Directors on the Board, of which 3(Three) are Independent Directors, 3(Three) are Non-executive Directors and 3(Three) are Executive Directors including our Managing Directors as on March 31, 2016.

a. Appointments/resignations from the board of directors

During the year under review, there is no change in the composition of Board of directors of the Company.

b. Directors Retiring by Rotation

In terms of Section 152 of the Companies Act, 2013, Mr. Ramani Iyer 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 required to be disclosed under Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (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 Independent Directors under section 149(7) of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (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/ report and internal policies to enable them to familiarize with the Companies procedures and practices. The Various programs undertaken for familiarizing 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, Managing Director and Chief Executive Officer; Mr. Ramani Iyer, Whole-time Director, Mr. V. Krishnan, Whole-time Director, Mr. Ramkumar Krishnamachari, 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 there under. There is no change in the key managerial persons, during the year under review.

10. Number of Meetings of Board of Directors

9(Nine) 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) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments 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 had 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 had prepared the annual accounts on a going concern basis;

(e) The Directors had 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 had 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 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 qualifications, positive attributes, independence of a Director and other matters. The policy is annexed as an ''Annexure - 2'' and forms part of this Report.

The Nomination and Remuneration Policy may be viewed at http://cms.justdial.com/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 Director including Independent Directors and its Committees on parameters such as level of engagement and contribution, independence of judgment, 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 are in compliance 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 (Appointed

w.e.f. January 27, 2016)

Nomination and Remuneration Committee

1.

Mr. Malcolm Monteiro

Chairman

2.

Mr. Sanjay Bahadur

Member

3.

Mr. Ravi Adusumalli

Member (Ceassed w.e.f.

January 27, 2016)

4.

Mr. B. Anand

Member (Appointed

w.e.f. January 27, 2016)

Stakeholders Relationship Committee

1. Mr. Sanjay Bahadur

Chairman

2. Mr. V. S. S. Mani

Member

3. Mr. Ramani Iyer

Member

4. Mr. Ramkumar

Member

Krishnamachari

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 (Appointed

w.e.f. January 27, 2016)

Risk Assessment and Management Committee

1.

Mr. B. Anand,

Chairman

2.

Mr. Sanjay Bahadur

Member

3.

Mr. V. Krishnan

Member

4.

Mr. Ramkumar

Member

Krishnamachari

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 responsibility towards the society, community, employee and environment and positively contributed its shares for betterment of society and environment.

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

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

16. Management Discussion & Analysis Report

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

17. Corporate Governance

The corporate governance is a ethical business process to create and enhance value and reputation of an organization accordingly your directors functions as trustee of the shareholders and seek to ensure the long term economic value for its shareholders is achieved while balancing interest of all the stakeholders

The report on Corporate Governance as stipulated under Regulation 34(3) of the Listing Regulation forms an integral 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 this Report.

18. Details of Establishment of Vigil Mechanism

In terms of the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company has implemented a whistle blower policy pursuant to which whistle blowers can raise concern in relation to the matters covered under the policy.

Protected disclosures can be made by a whistle blower through an e-mail to the ethics officer and also have 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 there was no any whistle blown in the Company. The whistle blower policy is available at the link: http://cms.justdial. com/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 organization 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. 11 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. During the year, the Company had 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 in Compliance with Applicable Accounting Standards, the details of the same are provided in Note No.24 of the Standalone Financial Statement.

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

The Particulars of contracts or arrangements with related parties is attached in prescribed form AOC-2 as an ''Annexure - 4'' and forms part of this report.

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 compliance.

23. Listing

Equity Shares of the Company are listed on the 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 2016-2017.

In accordance with the requirements of SEBI circular DCS/C0MP/12/2015-16 dated October 13, 2015, during the year, the Company has executed Uniform Listing Agreement with BSE Limited (BSE), National Stock Exchange of India Limited (NSE) and Metropolitan Stock Exchange of India Limited (MSEI).

The Company formulated following Policies as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details of which are as under :

1. Policy for Preservation of Documents'' as per Regulation 9, which may be viewed at http://cms. justdial.com/investor-relations/policies.

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

3. ''Policy on Criteria for determining Materiality of events/information'' as per Regulation 30, which may be viewed at http://cms.justdial.com/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 Auditor 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 sating 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 Auditor 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 Auditor.

The statutory audit report does not contain any qualification, reservation or adverse remark or disclaimer, except the attention fetched in Clause (vii) (b) and (c) of the annexure to auditor''s report in respect of undisputed and disputed ESIC and Income tax dues which has been clarified in the note 26 (B) to the Notes to Financial Statements. The comments in note 26(B) of the financial statements, which are self-explanatory and do not call for any further comments by the Board.

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, 2016 and same has been re-appointed as Secretarial Auditor for the financial year 2016-2017. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith and marked as an ''Annexure -5'' to this Report. The Secretarial Audit Report does not contain any qualification, 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, 2016 and same has been re-appointed as Internal Auditor for the financial year 2016-2017.

25. 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, 2016 and the date of Directors'' Report, i.e. May 20, 2016.

26. Details of Significant and Material Orders

During the year under review 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.

27. Particulars of Employees and Related Disclosures

a. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report as an ''Annexure - 6''.

b. 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 an ''Annexure - 7''.

c. Neither the Managing Director nor Whole time Directors of the Company receive any remuneration or commission from its subsidiary.

28. 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, 2016 with the Company:

a. Unclaimed Dividend:

Sr. No.

Financial Year

Amount (RS,)

1.

2013-14

55,042

2.

2014-15

46,890

Total

1,01,932

b. Unclaimed share application money pending for refund of RS,7,27,661/-.

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

29. 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) Rationalization 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 utilizing 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 source of energy.

(iii) The capital investment on energy conservation equipment:

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

B. Technology Absorption

(i) The efforts made towards technology absorption:

The Company is itself operates into the dynamic information technology space. The Company has a sizeable team of Information technology to evaluate technology developments on a continuous basis and keep the organization updated. The Company also has an in-house research and development department to cater 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 emphasizes the investment in technology development and has immensely benefited from it. The Company has developed most of its software’s 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 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.

Particulars

2015-16

2014-15

No.

1.

Travelling and

819,681

1,937,005

2.

conveyance Internet and server charges

46,169,832

29,961,494

3.

Advertising and

7,439,796

5,512,726

4.

sales promotion Data base and content charges

1,392,720

1,468,845

5.

Administrative

12,754,284

4,973,207

6.

Support Charges Professional and Legal Expenses

6,762,590

-

Total

75,338,903

43,853,277

30. Extract of the Annual Return:

Pursuant to sub-section 3(a) of Section 134 and subsection (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, 2016 forms part of this report as an ''Annexure -8''.

31. 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 work place. The Company has not received any complaint during the year under review.

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

32. 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 Regulation.

The Company has granted 1,09,888 options under ESOP schemes, during the year under review.

The Company has cancelled 1,13,710 lapsed options and out of which 43,072 options were re-issued to employees of the Company.

The applicable disclosures as stipulated under the SEBI (Share Based Employee Benefits) Regulations 2014 as on March 31, 2016 (cumulative position) with regard to the Just Dial Private Limited Employee Stock Option Scheme, 2010, Just Dial Limited Employee Stock Option Scheme, 2013 and Just Dial Limited Employee Stock Option Scheme, 2014 are disclosed on the Company''s website which may be viewed at http://justdial.com/ investor-relations/downloads.

Except Just Dial Private Limited Employee Stock Option Scheme, 2010, all other schemes i.e. Just Dial Limited Employee Stock Option Scheme, 2013 and Just Dial Limited Employee Stock Option Scheme, 2014 are in Compliance with SEBI (Share Based Employee Benefits) Regulations, 2014. The Company does not intend to grant any further options under the Just Dial Private Limited Employee Stock Option Scheme, 2010. 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.

33. 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 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 Limted Just Dial Limited

CIN: L74140MH1993PLC150054

501/B, 5th Floor Sd/- Sd/-

Palm Court, Building - M, V. S. S. Mani Ramani Iyer

New Link Road, Malad (West), Managing Director and

Chief Executive Officer Whole-time Director

Mumbai - 400 064. (DIN-00202052) (DIN-00033559)

Place: Mumbai

Date : May 20, 2016


Mar 31, 2015

Dear Members,

The, the Directors of Just Dial Limited, (the "Company”) are delighted to present 21st Annual Report along with the audited accounts of the Company for the year ended March 31, 2015 (the "Report”).

1. FINANCIAL HIGHLIGHTS

Rs.in million

Particulars 2014-2015 2013-2014

Revenue from Operations 5,897.98 4,612.93

Other Income 488.55 399.49

Total Revenue 6,386.53 5,012.42

Profit/Loss before depreciation 2,146.41 1,821.47

Less: Depreciation 241.00 172.91

Profit Before Tax 1,905.41 1,648.56

Less: Provision for tax 516.51 442.48

Profit After Tax 1,388.90 1,206.08

Add: Balance brought forward 2,031.21 1,109.88

Balance Available for Appropriation 3,420.11 2,315.96

Less: Appropriation

Proposed Final Equity Dividend 140.99 140.30

Tax on Proposed Final Equity Dividend 28.70 23.84

Transferred to General Reserve 138.89 120.61

Depreciation adjustment (net of deferred tax) 6.11 -

Closing Balance 3,105.42 2,031.21

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

The revenue from the operation has increased by about 27.86% on accrual basis toRs.5,897.98 million in the year ended March 31, 2015 as compared to Rs.4,612.93 million in the year ended March 31, 2014.

The Company''s earnings before interest, depreciation and taxes (EBITDA) margin stands at 33.61% of the total income in the year ended March 31, 2015. The profit before tax (PBT) of the current year increased by 15.58% to Rs.1,905.41 million as compared to Rs.1,648.56 million for the preceding financial year.

The Company''s profit after-tax (PAT) of the current year increased by 15.16% toRs.1,388.90 million as compared to Rs.1,206.08 million for the preceding financial year.

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

In continuation of earlier trend of declaring cash dividend, your Directors have recommended a dividend of Rs.2/-per equity share for the financial year ended March 31, 2015 for the approval of shareholders at the ensuing Annual General Meeting.

The total outflow for the year on account of dividend and tax thereupon will be Rs.169.69 million (inclusive of tax ofRs.28.70 million) compared to Rs.164.14 million (inclusive of tax ofRs.23.84 million) for preceding financial year.

-4. TRANSFER TO RESERVE

To signify and affirm the financial strength, the Company has transferred Rs.138.89 million to its general reserve for the financial year ended on March 31, 2015, as compared to Rs.120.61 million for preceding financial year.

5. DEPOSIT

During the year under review, the Company has not accepted any deposits within the meaning of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, hence there is no details to disclose as required under Rule 8 (5) (v) and (vi) of the Companies (Accounts) Rules, 2014.

6. SUBSIDIARY COMPANY

The Company did not have any subsidiary, joint venture or associate company at the beginning of the financial year, however, Just Dial Inc., USA has become a subsidiary of the Company w.e.f October 1, 2014.

7. CONSOLIDATED FINANCIAL STATEMENT

The audited consolidated financial statement, pursuant to Section 129 of the Companies Act, 2013 and Accounting Standard (AS) 21 on Consolidated Financial Statements has been provided in the Annual Report.

A statement containing salient features of the financial statement of subsidiary in accordance with the first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014 in the prescribed form AOC - 1 is annexed as Annexure - 1 of this report.

8. SHARE CAPITAL

- The authorised share capital of the Company is Rs.1,01,20,00,000/- divided in to 10,00,00,000 Equity Shares of face value of Rs.10/- each and 12,00,000 Preference Shares of Rs.10/- each. There has been no change in the authorised share capital of the Company, during the year under review.

- The paid-up share capital of the Company has increased fromRs.701.51 million toRs.704.93 million, during year under review, pursuant to allotment of 3,42,195 Equity Shares of Rs.10/- each to the employees of the Company upon exercise of options granted to them under the ESOP Scheme, 2010.

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. AWARDS & RECOGNITIONS

The Company has been awarded a "Plaque "for Excellence in Financial Reporting for the financial year 2013-14 by the Institute of Chartered Accountants of India.

10. DIRECTORS AND KEY MANAGERIAL PERSONS

The Company has 9(nine) Directors on the Board, of which 3(three) are Independent Directors, 3(three) are Non-executive Directors and 3(three) are Executive Directors including our Managing Director as on March 31, 2015.

a. Appointments/resignations from the board of directors

During the year under review, the members have approved the following appointments on the Board of the Company:

- Mr. B. Anand, Mr. Malcolm Monteiro and Mr. Sanjay Bahadur, as Independent Directors, who are not liable to retire by rotation.

- Mrs. Anita Mani, as a Woman Director, in pursuance of the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

- Mr. Ramani Iyer, as a Whole-time Director, w.e.f. August 1, 2014.

b. Directors Retiring by Rotation

In terms of Section 152 of the Companies Act, 2013, Mr. V. Krishnan having the longest term in office 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 Clause 49 of the Listing Agreement 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 the following Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

1. Mr. B. Anand;

2. Mr. Malcolm Monteiro; and

3. Mr. Sanjay Bahadur

Pursuant to Clause 49 of Listing Agreement the Company has framed a familiarisation programme for its Independent Directors, the details of the same are available at Company''s Website at http://cms.justdial.com/investor-relations/policies.

-d. Appointments/Resignations of the Key Managerial Personnel

Mr. V. S. S. Mani, Managing Director and Chief Executive Officer; Mr. V. Krishnan, Whole-time Director, Mr. Ramkumar Krishnamachari, 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 were already in office before commencement of the Companies Act, 2013.

Mr. Ramani Iyer, was appointed as Whole-time Director of the Company we.f August 1, 2014 and being considered as key managerial person as per the provisions of the Companies Act, 2013 from that date. None of the key managerial personnel has resigned during the year under review.

11. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

6 (Six) 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.

12. 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) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments 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 had 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 had prepared the annual accounts on a going concern basis;

(e) the Directors had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company has in place a policy 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 qualifications, positive attributes, independence of a Director and other matters. The policy is annexed as Annexure - 2 and forms part of this Report.

The Nomination and Remuneration Policy is available at http:// cms.justdial.com/investor-relations/policies.

14. PERFORMANCE EVALUATION OF THE BOARD

The Company has engaged a consultant for advising on the criteria and process for evaluation of its Board, its Committees and individual Directors and a structured questionnaire was prepared after taking into consideration inputs received from the 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.

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.

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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 judgment, safeguarding the interest of the Company and its minority shareholders etc.

15. COMMITTEES OF THE BOARD

The Company has several committees which have been established as a part of the best corporate governance practices and are in compliance 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

Nomination and Remuneration Committee

1. Mr. Malcolm Monteiro, Chairman

2. Mr. Sanjay Bahadur, Member

3. Mr. Ravi Adusumalli, Member

Stakeholders Relationship Committee

1. Mr. Sanjay Bahadur, Chairman

2. Mr. V. S. S. Mani, Member

3. Mr. Ramani Iyer, Member

4. Mr. Ramkumar Krishnamachari, 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

Risk Assessment and Management Committee

1. Mr. B. Anand, Chairman

2. Mr. Sanjay Bahadur, Member

3. Mr. V. Krishnan, Member

4. Mr. Ramkumar Krishnamachari, 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.

16. CORPORATE SOCIAL RESPONSIBILITY( CSR)

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has formed Corporate Social Responsibility (CSR) Committee and statutory disclosures with respect to the CSR Committee and an Annual Report on CSR Activities forms part of this Report as Annexure - 3.

The Corporate Social Responsibility (CSR) Policy is available at http://cms.justdial.com/investor-relations/policies

17. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the listing agreement is presented in a separate section and forming part of this Annual Report.

18. CORPORATE GOVERNANCE

Your Directors act as trustees of the shareholders and are committed to achieve the highest standards of corporate governance and adhere to various corporate governance requirements. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms an integral 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 Clause 49 of the Listing Agreement, is annexed to this Report.

19. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

The Company has implemented a whistle blower policy pursuant to which whistle blowers can raise concern in relation to the matters covered under the policy. Protected disclosures can be made by a whistle blower through an e-mail to the ethics officer and also have 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. The whistle blower policy is available at the link: http:// cms.justdial.com/investor-relations/policies.

20. STATEMENT ON RISK MANAGEMENT POLICY

During the year, your Directors have constituted a Risk 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 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.

21. 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 purchased 100% holding of Just Dial Inc. USA, for a consideration of Rs.44,67,964/- and 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. 13 of the standalone financial statements).

22. 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. During the year, the Company had 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 Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available at the link: http://cms.justdial.com/investor-relations/ policies.

The particulars of contracts or arrangements with related parties is attached in prescribed form AOC-2 as Annexure - 4 and forms part of this report.

23. 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.

24. LISTING

The Equity Shares of the Company are listed on National Stock Exchange of India Limited, BSE Limited and Metropolitan Stock Exchange of India Limited.

25. AUDITORS

(a) Statutory Auditor

M/s. S. R. Batliboi & Associates LLP, Chartered Accountants, Mumbai, 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.

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 qualification, reservation or adverse remark or disclaimer, except Clause (iv) and Clause (vii) (b) of the annexure to auditor''s report. The comments by auditors in Clause (iv) of the annexure to auditor''s report and note 27(B) to the financial statements in relation to Clause (vii) (b) are both self-explanatory and do not call for any further comments.

(b) Secretarial Auditor

The Board has appointed V. B. Kondalkar & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure - 5 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

26. 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, 2015 and the date of Directors'' Report, i.e. May 29, 2015.

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

During the year under review 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.

28. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

(A) The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report as Annexure - 6.

(B) 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 - 7.

(C) Neither the Managing Director nor Whole-time Directors of the Company receive any remuneration or commission from its subsidiary.

-29. 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, 2015 with the Company:

A. unclaimed and unpaid dividend ofRs.16,08,036/-

B. Unclaimed share application money pending for refund of Rs.7,52,461/-.

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

30. 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 new office space as well as at renovated office space.

b) Rationalisation of usage of 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 electro-mechanical equipment.

e) Usage of energy efficient illumination fixtures.

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

The business operation of the Company are not energy- intensive, hence apart from steps mentioned above to conserve energy, there is no requirement to utilise the alternate source of energy.

(iii) The capital investment on energy conservation equipment:

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

(B) Technology Absorption

(i) The efforts made towards technology absorption:

The Company is itself operates into the dynamic information technology space. The Company has a sizeable team of Information technology 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 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 emphasizes the investment in technology development and has immensely benefited from it. The Company has developed most of its softwares 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 requirements of 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 incurred an expenditure to the extent of Rs.66.5 million on Research and Development during the year under review.

Amount in Rs.

Sr. Particulars 2014-15 2013-14 No.

1 Travelling and Conveyance 19,37,005 10,43,963

2 Internet and Server Charges 2,99,61,494 18,48,254

3 Advertising and Sales Promotion 55,12,726 60,47,206

5 Database and Content Charges 14,68,845 17,51,964

Total 3,88,80,069 1,06,91,387

31. 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 at March 31, 2015 forms part of this report as Annexure-8.

32. 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 work place. The Company has not received any complaint during the year under review.

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

33. 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 Guidelines.

The Company has granted 5,90,112 options under ESOP schemes during the year under review.

The applicable disclosures as stipulated under the SEBI Guidelines as on March 31, 2015 (cumulative position) with regard to the Just Dial Private Limited Employee Stock Option Scheme, 2010, Just Dial Limited Employee Stock Option Scheme, 2013 and Just Dial Limited Employee Stock Option Scheme, 2014 are provided in Annexure-9, Annexure-10 and Annexure-11 to this Report.

The Company has received a certificate from the Auditors of the Company that the Schemes have been implemented in accordance with the SEBI Guidelines 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.

34. 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 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

Just Dial Limited

CIN: L74140MH1993PLC150054 V. S. S. Mani Ramani Iyer

501/B, 5th Floor Palm Court, Building - M, Managing Director and Chief Executive Officer Whole-time Director

New Link Road, Malad (West), Mumbai - 400 064. (DIN-00202052) (DIN-00033559)

Place: Mumbai

Date: May 29, 2015


Mar 31, 2014

Dear Members,

We, the Directors of Just Dial Limited are delighted to present 20th Annual Report along with the audited accounts of the Company for the year ended March 31,2014.

FINANCIAL HIGHLIGHTS

Rs. in million

Particulars 2013-2014 2012-2013

Revenue from operations 4612.93 3627.68

Other Income 399.49 136.43

Total Revenue 5012.42 3764.11

Profit/Loss before depreciation 1821.47 1143.62

Less: Depreciation 172.91 144.04

Profit before tax before prior year adjustments 1648.56 999.53

Less: Exceptional Items - 15.25

Profit before tax after prior year adjustments 1648.56 984.28

Less: Provision for tax 442.48 299.71

Profit for the Year 1206.08 684.57

Add: Balance brought forward 1109.88 532.87

Balance Available for Appropriation 2315.96 1217.44

OPERATIONS

The Revenue from the operation has increased by about 27.16% on accrual basis to Rs. 4612.93 million in the year ended March 31,2014 as compared to Rs. 3627.68 million in the year ended March 31,2013.

The Company''s operating earnings before interest, depreciation and taxes (EBITDA) margin stands at 30.83% of the total income in the year ended March 31, 2014. The Profit before tax and exceptional Items increased by about 67.49% to Rs. 1648.56 million in the year ended March 31,2014 as compared to Rs. 984.28 million in the year ended March 31,2013.

The Company''s profit after tax (PAT) increased by 76.18% to Rs. 1206.08 million in the year ended March 31,2014 as compared toRs. 684.57 million in the year ended March 31,2013.

A detailed discussion on Company''s overview has been given in the section on ''Management Discussion and Analysis'' (MDA).

DIVIDEND

Your Board has recommend a dividend of Rs. 2/- per share of face value of Rs. 10/- each for the Financial Year ended on March 31,2014.

TRANSFER TO GENERAL RESERVE

The Company has transferred Rs. 120.61 Mn. to the General Reserve of the Company for the Financial Year ended on March 31, 2014, which signifies and affirm the financial strength of the Company.

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, 1956 and rules framed thereunder, into the Investor Education and Protection Fund (IEPF) of the Government of India. However, there is an outstanding unclaimed share application money pending for refund of an amount of Rs. 1,217,436 as on March 31, 2014. As on April 30, 2014, outstanding unclaimed share application money pending refund isRs. 1,091,811.50. The Company will transfer the unclaimed amount, if any, lying in aforesaid refund account on completion of 7 years from the date it become due for refund.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial positions of the Company have occurred between 1st April, 2014 and the date on which this report is signed.

SHARE CAPITAL

During the year under review, there was no change in the Authorised Share Capital of the Company.

During the financial year, the Company also allotted 401,388 Equity Shares of Rs. 10/- each to the employees of the Company upon exercise of options granted to them under ESOP and made suitable adjustments by issuing and allotting 245,740 Equity Shares of Rs. 10/- each as bonus shares to eligible employees in the ratio of 55:1 in accordance with Shareholders Resolution dated April 24,2010.

Subsequent to closure of the financial year, the Company has allotted 17,888 Equity Shares ofRs. 10/-each to the employees of the Company upon exercise of options granted to them under ESOP.

As on the date of this report, the Paid-up Share Capital of the Company is Rs. 701,684,380/-

SUBSIDIARIES

The Company does not have any subsidiary as on the date of this report.

BOARD OF DIRECTORS

There is no change in composition of Board of Directors during the financial year.

In terms of provisions of the Companies Act, 2013 and Articles of Association of the Company Mr. Shailendra Jit Singh, shall retire and being eligible, offer himself for re-appointment.

Brief resume/details of the director who is to be appointed/re- appointed shall be furnished along with Notice of the ensuing Annual General Meeting.

As on date of this report, there are eight directors on the Board of the Company out of which 3 directors are Independent Directors.

In accordance with the provisions of Companies Act, 2013, all the independent directors require appointments in the general meeting and the terms of appointments and other conditions in respect of appointments of Independent Directors needs to be set out

The Board recommends their appointments at the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act 1956 with respect to the Directors Responsibility Statement, the Directors'' confirm to the best of their knowledge and belief that:

(a) In the preparation of annual accounts, the applicable accounting standards have been followed and there are no material departures from the same.

(b) Appropriate accounting policies have been selected and applied consistently and made such judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2014 and of the profit of the Company for the year ended on that date.

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The annual accounts have been prepared on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A detailed Chapter on, ''Management Discussion & Analysis'' (MDA), pursuant to Clause 49 of the Listing Agreement is annexed and forms part of this Annual Report.

CORPORATE GOVERNANCE

A separate report, on Corporate Governance as stipulated under Clause 49 of the Listing Agreement, together with Certificate from V. B. Kondalkar & Associates, Practicing Company Secretary for compliances of conditions of Corporate Governance, forms part of the Annual Report.

INTERNAL CONTROL SYSTEM

The Company has a proper and adequate system of internal controls. This ensures that all assets of the Company are safeguarded and protected against loss from unauthorised use or disposition and those transactions are authorised, recorded and reported correctly.

AUDIT COMMITTEE RECOMMENDATION

During the year under consideration, there were no specific recommendations from the Audit Committee. Hence, there is no need for the disclosure of the same in this report.

LISTING

The Equity Shares of the Company are listed on The National Stock Exchange of India Limited, BSE Limited and MCX Stock Exchange Limited.

FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS

The term of the present statutory auditors of the Company, S. R. Batliboi & Associates LLP, Mumbai, expires at the conclusion of the ensuing Annual General Meeting.

S.R. Batliboi & Associates LLP, Mumbai has provided the written consent to act as a Statutory Auditor of the Company and a certificate to the effect that their appointment, if made, shall be in accordance with the prescribed condition and criteria as provided in section 141 of the Companies Act, 2013

In accordance with the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Board recommends, S. R. Batliboi & Associates LLP, Mumbai, for re-appointment as Statutory Auditors to hold office for a period of 5 years from the conclusion of ensuing 20th Annual General Meeting till the conclusion of the 25th Annual General Meeting, subject to ratification of the appointment of S. R. Batliboi & Associates LLP, as the Statutory Auditors of the Company by members at every Annual General Meeting.

AUDITOR''S OBSERVATIONS

The Statutory Auditors of the Company have made the following observations in their audit report for the year ended March 31,2014:

Clause ix (b)

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, sales tax, employees'' state insurance (''ESIC''), wealth tax service tax, customs duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable, except for the following ESIC and Income-tax, which has not been deposited till date.

Name of the statute Nature of Amount
The Employees'' State Insurance ESIC 30,251,804 April 2006 to Act, 1948 March 2010

Income Tax Act, 1961 TDS 618,588 April 2007 to March, 2014

Name of the statue Due Date Date of Payment

The Employees'' State Insurance Act, 1948 21st of every Notyet paid (Refer Note month 31(a) to the financials)

Income Tax Act, 1961 Various date Not yet paid (Refer Note 31(a) to the financials)

Management''s response:

ESIC:

In January 2011, the Company received a show cause notice for the applicability of Employees'' State Insurance Act ("ESI Act"), subsequent to which an assessment order was issued by the ESIC authorities, which assessed a liability of Rs. 6.53 million against us for the period up to September 2010. The order, however, preserves the ESIC''s right to inspect our records and determine our contribution under the ESI Acton the basis of inspection.

The Company in Financial year 2010-11 has already deposited Rs. 4.47 million with the ESIC under protest and is contesting the remaining Rs. 2.06 million assessed against the Company. The Company has appealed against the ESIC assessment order before the Employees'' Insurance Court, Mumbai claiming that the provisions of the ESI Act are not applicable to us. However, we have recorded a provision of Rs. 30.25 million in our books of accounts for any liability that may arise under the ESI Act.

TDS:

The company in financial year 2013-14 has received notices in respect of defaults in quarterly TDS returns of previous years filed by the Company. The Company is in process of revising the quarterly TDS returns to regularise these defaults and has recorded a provision ofRs. 1.22 million in the books of accounts of the current financial year, for any liability which may arise under the Income Tax Act, 1961, against which the company has already deposited Rs. 0.6 million during the financial year 2013-14.

PARTICULARS OF EMPLOYEES

The relations between the employees and the management remain cordial during the period under review. The Directors hereby place on record their appreciation of the efficient and dedicated services rendered by the employees of the Company at all levels.

Information of Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 forms an integral part of this report As per the Provisions of Section 219(1) (b)(iv) of the Companies Act, 1956, the Report and Accounts being sent to the members of the Company excluding the Statement of Particulars of Employees under Section 217 (2A) of the Companies Act, 1956. Any member interested in obtaining a copy of such statement may write to Mr. Sachin Jain, Company Secretary, at the Registered office of the Company.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company being in service industry, information required to be provided under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 in relation to conservation of energy and Technology Absorption are currently not applicable to the Company.

EMPLOYEES STOCK OPTIONS PLAN

With a view to provide an incentive to attract and reward employees and enhance their motivation, enable employees to participate in the long term growth and financial success of the Company and to act as a mechanism for retention of employees, your Company has adopted Employee Stock Option Scheme. As on the date of this report, Just Dial Private Limited Employee Stock Option Scheme, 2010 is in force. Details in respect of Just Dial Private Limited Employee Stock Option Scheme, 2010 as on March 31,2014 are provided in the Annexure A and forming part of the Director''s Report. Please take note that this ESOP Scheme is not in Compliance with the provisions of SEBI ESOP Guidelines and the Company does not intend to grant any further options under this Scheme.

CORPORATE SOCIAL RESPONSIBILITIES

In performing the corporate social responsibilities, Just Dial has adopted a School, namely, Sri Sri Ravi ShankarVidhyaMandirat Dharavi, Mumbai which schools 292 children from the nearby slums, run by the Art of Living Foundation. It is an English Medium school, having modern education techniques. Costs of the entire functioning of this school and all the necessary support and resource mobilisation in many areas, including infrastructure, facilities support, monitoring and evaluation, providing computer, teacher''s salary, staff salary, maintenance cost, security costs, lunch, teaching aids, stationery, telephone bills, books and 100% of its other operational costs are being borne by the Company. The thrust of the project involves bettering the education and learning experience of the child. We contribute approximately Rs. 0.40 million per month towards this cause and hope to create a lasting impact on the lives on these children and contribute to the society in a humble way.

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 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,

Just Dial Limited

CIN: L74140MH1993PLC150054

501/B, 5th Floor

Palm Court, Building-M, V. S. S. Mani V. Krishnan

New Link Road, Malad (West), (DIN-00202052) (DIN-00034473)

Mumbai-400 064. Managing Director Whole-time Director

Dated: May 12,2014

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