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Directors Report of Just Dial Ltd.

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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