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Directors Report of Just Dial Ltd.

Mar 31, 2023

The Board of Directors present the Companyâs Twenty Ninth Annual Report and the Companyâs audited financial statements for the financial year ended March 31, 2023.

Financial Results

The Companyâs financial performance (standalone and consolidated) for the year ended March 31,2023 is summarised below:

(Rs. in Million)
Particulars	Standalone		Consolidated
Particulars	2022-2023	2021-2022	2022-2023	2021-2022
Revenue from Operations	8,447.6	6,469.5	8,447.6	6,469.5
Other Income	1,419.1	1,221.6	1,419.1	1,221.6
Total Revenue	9,866.7	7,691.1	9,866.7	7,691.1
Profit before Interest and depreciation	2,278.6	1,201.1	2,276.6	1,200.0
Less: Interest cost on lease asset	76.7	68.4	76.7	68.4
Less: Depreciation and amortisation expense	321.6	298.7	321.6	298.7
Profit Before Tax	1,880.3	834.0	1,878.3	832.9
Less: Provision for tax	251.1	124.6	251.1	124.6
Profit After Tax	1,629.2	709.4	1,627.2	708.3
Other Comprehensive Income	26.1	(17.7)	26.1	(17.7)
Total Comprehensive Income	1,655.3	691.7	1,653.3	690.6

Results of Operations and the state of Companyâs affairs

Highlights of the Companyâs financial performance for the year ended March 31,2023 are as under

Revenue from operations increased by about 30.6% to H8,447.6 million in the financial year ended March 31,2023 as compared to H6,469.5 million for the preceding financial year.

Profit Before Tax of the current financial year increased by 125.5% to H1,880.3 million as compared to H834.0 million for the preceding financial year.

The Companyâs Net Profit of the current financial year increased by 129.6% to H1,629.2 million as compared to H709.4 million for the preceding financial year.

The operations and financial performance of the subsidiaries during the financial year were not significant.

Business Operations

Justdial is one of the leading Indian local search engine, enabling the digitalisation of small and medium businesses through multiple platforms across India.

Our self-curated database of over 36.5 million listings is a pioneering initiative in the industry and gives us an edge in the local search business. Our use of digitalisation and cutting-edge technology help us keep our customers and consumers (end-users) engaged. We also leverage emerging trends, such as the growing number of smartphone users, rising internet penetration, as well as governmentâs digitalisation push, to fuel the growth of MSMEs.

Our offerings:

JD Mart

Launched in February 2021, Jd Mart is a B2B marketplace for SMEs that helps manufacturers, suppliers, distributors,

wholesalers, exporters, importers, and retailers market their various products online. The platform offers digital product catalogues to businesses and aims at digitalising Indiaâs businesses, especially those of SMEs, across categories. On the other side, buyers can discover quality vendors that offer a wide selection of products to suit their B2B needs.

JD Mart is fully integrated with Justdial Platform to provide unified search experience. Apart from that it is also available on web at www.jdmart.com and on JdMart apps (Android & iOS).

The following are some of the value-added services and features of JD Mart:

â¢ Interactive content with videos, images, description, specification, price, minimum order quantity, digital and PDF catalogues

â¢ Digital company catalogue carousel allows sellers to showcase their extensive range of offerings

â¢ Related category carousel and tags such as âTrendingâ, âMost searchedâ, âNumber of enquiries servedâ, âResponse timeâ, âManufacturerâ on listing help buyers in their decision-making process

â¢ Personalised homepage based on various learnings from search history and business type

â¢ Communication tools to send e-mail enquiry, call, and chat

â¢ Request for Quotes (RFQ) where buyers can select industry-leading qualifiers and can be used by buyers for bulk enquiry or single product, depending on their requirements

â¢ Tools that simplify onboarding for sellers and help them run their online business. These include catalogue

management, real-time lead management, RFQ monitoring and chats with buyers

â¢ Analytics configured with highly useful features which include lead management, providing quick access to missed leads, hot leads, and insights in the form of dashboard to track their listing efficacy on the platform

â¢ Tags for businesses like âVerifiedâ and âTrustâ that induce a strong sense of trust among the buyers and simplifies the selection process

â¢ 24x7 support for query and complaint resolution JD Omni

JD Omni provides end-to-end cloud-based solutions for SMEs to move their services in line with the current trend of digitisation. This assists business owners in developing their own, customisable & transaction ready websites and integrating third-party resources for a variety of marketplaces. The software / apps are easy to install, simple to use, offer high customisation and features such as cloud point-of-sale, inventory, customer management and website builder software.

JD Pay

JD Pay is an easy solution for quick digital payments, enhancing convenience for both merchants and consumers (end-users). It provides a seamless, safe, and secure payment experience. With unified QR for merchants, payments can be made via Scan & Pay on the Justdial app. JD Pay supports cashless transactions, cards, UPI, net banking, and online wallets.

JD App

Our Android and iOS apps are designed to meet all consumer requirements. They provide simple, intuitive business discovery services with quick and relevant results. Some of the services include user ratings, location-based search on maps, recommendations based on proximity and ratings, viewing friendâs ratings, movies, streaming, news, sports, stocks, augmented reality (AR)-based listing finder, price discovery for hotels among others. The Company details page now has sections covering meaningful content about the business like overview, catalogue, vibe check, menu, photos, deals, etc. Display of intelligent tags along with results will help users to make informed decisions. Users can post their questions directly to businesses which in turn can help them get faster answers.

Online self-sign-up

Our online self-sign-up programme allows any business to directly start their campaign on JD / JD Mart. This is a crucial step to digitalise our sales and customer-acquisition process. Traditionally, the bulk of our sales were generated by an able sales team, but now, the self-signup programmes open a new channel for monetisation, following the increased preference for Do-It-Yourself (DIY) solutions among new-age customers post the pandemic.

JD Ratings

JD Ratings tool helps get mobile-verified and unbiased ratings. With intelligent tag prompts, upload photos option and a robust audit mechanism to capture experiences of users on a 5 point rating scale. It helps SMEs gather more ratings & reviews and users in decision making. Also ability for businesses to respond to reviews is a step further to bring the users and businesses closer on the platform.

Dividend

The Board of Directors of the Company has not recommended any dividend on equity shares for the year under review. The Dividend Distribution Policy of the Company is available on the Companyâs website and can be accessed at https://justdial. com/cms/investors/iustdial-dividend-distribution-policv.

Transfer to Reserves

During the year under review, no amount has been transferred to the Reserves of the Company. Please refer to Statement of changes in Equity in the Standalone Financial Statement of the Company for details pertaining to changes during the year in Other Equity.

Details of material changes from the end of the financial year

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year to which the financial statement relates and date of this Report.

Material events during the year under review

No Material events have taken place during the year under review.

Share Capital

During the year under review, the Company allotted 7,19,510 equity shares of H10/- each to its employees upon exercise of options granted to them under the various ESOP Schemes of the Company.

The paid-up share capital of the Company as on March 31, 2023 is H84,32,06,020/- which comprises of 8,43,20,602 equity shares of H10/- each.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), is presented in a separate section, forming part of the Annual Report.

Consolidated Financial Statement

In accordance with the provisions of the Companies Act, 2013 (the âActâ) and Listing Regulations read with Ind AS-110 -Consolidated Financial Statement, the audited consolidated financial statement for the year ended March 31, 2023 forms part of the Annual Report.

Subsidiary, Joint Venture and Associate Companies

During the year under review, Just Dial Inc., Delaware, USA, a wholly-owned subsidiary of the Company, which had no significant operations was dissolved on March 17, 2023. Further, an application was filed by the Company during the year for striking off of JD International Pte. Ltd., Singapore, which was non-operational and final approval from authorities is awaited.

No company has become Subsidiary, joint venture or associate of the Company. The Company does not have any joint venture or associate company.

A statement providing details of performance and salient features of the financial statements of subsidiary / joint venture / associate companies, as per Section 129(3) of the Act, is provided as Annexure A to the consolidated financial statement and therefore, not repeated in this Report to avoid duplication. However, looking at the performance of the subsidiaries, they do not contribute significantly to the growth and performance of the Company.

The audited financial statements including the consolidated financial statement of the Company and all other documents required to be attached thereto are available on the Companyâs website and can be accessed at https://www. iustdial.com/cms/investor-relations/financials-results. The financial statements of the subsidiary companies, as required, are available on the Companyâs website and can be accessed at https://www.iustdial.com/cms/investor-relations/ online reports.

The Company has in place a Policy for determining Material Subsidiaries. The Policy is available on the Companyâs website and can be accessed at https://iustdial.com/cms/investors/ iustdial-policv-for-determining-material-subsidiary.

The Company does not have any material subsidiary company. Secretarial Standards

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ respectively.

Directorsâ Responsibility Statement

Your Directors state that:

a) i n the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2023 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding

the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India (âSEBIâ).

The report on Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report. The Certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

Business Responsibility and Sustainability Report

In accordance with the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) describing the initiatives taken by the Company from an environmental, social and governance perspective is available on the Companyâs website and can be accessed at https://www.iustdial.com/cms/ investors/iustdial-brsr-2022-23.

Contracts or arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an armâs length basis.

During the year under review, 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 or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Board has amended / updated the Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions and the same is available on the Companyâs website and can be accessed at https://iustdial.com/cms/ investors/iustdial-policy-on-materiality-of-related-party-transactions-and-dealing-with-related-party-transactions.

There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large.

Members may refer to Note 26 to the standalone financial statement which sets out related party disclosures pursuant to Ind AS.

Corporate Social Responsibility

The Corporate Social Responsibility (âCSRâ) Committeeâs prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the objectives set out in the âCorporate Social Responsibility Policyâ (âCSR Policyâ).

The CSR policy, formulated by the CSR Committee and approved by the Board, continues unchanged. The policy can be accessed on the Companyâs website at https://justdial.com/ cms/investors/justdial-csr-policy.

The CSR Policy of the Company, inter alia, covers CSR objectives, vision, mission and also provides for governance, implementation, monitoring and reporting framework.

The Annual Report on CSR activities is annexed herewith and marked as Annexure I to this Report.

Risk Management

The Company has in place Risk Management Committee which has established a robust Risk Management Policy and has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Companyâs enterprise-wide risk management framework; and (b) Overseeing all the risks that the organisation faces such as strategic, financial, market, security, operational, personnel, IT, legal, regulatory, reputational and other risks.

The Risk Management Committee has 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.

Internal Controls

The Company has robust internal control systems and procedures commensurate with its nature of business which meets the following objectives:

â¢ providing assurance regarding the effectiveness and efficiency of operations;

â¢ efficient use and safeguarding of resources;

â¢ compliance with policies, procedures and applicable laws and regulations; and

â¢ transactions being accurately recorded and promptly reported.

The Company conducts periodical internal audits of all its critical functions and activities to ensure that proper systems are in place and due processes are being followed across the Board.

The Audit Committee of the Board of the Company regularly reviews the adequacy of internal control systems through such audits. The Internal Auditor reports directly to the Audit Committee.

Internal Financial Controls

Internal Financial Controls are an integral part of the risk management framework and process that address financial and financial reporting risks. The key internal financial controls have been documented, automated wherever possible and embedded in the business process. The Company has in place adequate internal financial controls with reference to financial statement.

Assurance on the effectiveness of internal financial controls is obtained through management reviews and self-assessment, continuous control monitoring by functional experts as well as testing of the internal financial control systems by the Statutory Auditors and Internal Auditors during the course of their audits.

The Company believes that these systems provide reasonable assurance that the Companyâs internal financial controls are adequate and are operating effectively as intended.

Directors and Key Managerial Personnel

The Board as on March 31, 2023 comprised of 11 (Eleven) Directors out of which 5 (Five) are Independent Directors, 5 (Five) are Non-Executive Directors and 1 (One) is an Executive Director.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Ashwin Khasgiwala (DIN: 00006481) and Ms. Geeta Fulwadaya (DIN: 03341926), Directors of the Company, retire by rotation at the ensuing Annual General Meeting. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has recommended their re-appointment.

The information as required to be disclosed under Regulation 36 of the Listing Regulations and Secretarial Standard on General Meetings (âSS-2â) in relation to directors liable to retire by rotation will be provided in the notice of ensuing Annual General Meeting.

During the year under review, based on the recommendations of the Nomination and Remuneration Committee, the Board had appointed Mr. Anshuman Thakur (DIN: 03279460) and Mr. Dinesh Taluja (DIN: 08144541) as Additional Directors designated as Non-Executive Directors of the Company with effect from January 13, 2023 and their appointments were approved by the shareholders of the Company through Postal Ballot on April 1, 2023.

During the year under review Ms. Divya Murthy (DIN: 09302573) resigned as a Non-Executive Director with effect from January 13, 2023. The Board places on record its appreciation for the contribution made by her during her tenure as Director of the Company.

I n the opinion of the Board, all the Independent Directors on the Board possess requisite qualifications, experience (including proficiency, as applicable) and expertise and hold highest standards of integrity.

The Company has received declarations from all the Independent Directors of the Company confirming that:

i. they meet the criteria of independence prescribed under the Act and the Listing Regulations; and

ii. they have registered their names in the Independent Directorsâ Databank.

All Independent Directors have affirmed compliance to the code of conduct for Independent Directors as prescribed in Schedule IV to the Act.

As on March 31, 2023, the following are the Key Managerial Personnel of the Company as per the provisions of the Act and rules made thereunder:

â¢ Mr. V. S. S. Mani (DIN: 00202052), Managing Director and Chief Executive Officer

â¢ Mr. Abhishek Bansal, Chief Financial Officer

â¢ Mr. Manan Udani, Company Secretary.

Policy on Directorsâ and Senior Managerial Personnel Appointment and Remuneration

The Nomination and Remuneration Policy as approved by the Board is available on the Companyâs website and can be accessed at https://iustdial.com/cms/investors/iustdial-nomination-and-remuneration-policy.

The Policy sets out the guiding principles for the Nomination and Remuneration Committee for identifying persons who may be appointed in Senior Management and who are qualified to become Directors and to determine the independence of Directors, while considering their appointment as Independent Directors of the Company. The Policy also provides for the factors in evaluating the suitability of individual Board members with diverse background and experience that are relevant for the Companyâs operations.

The Policy also sets out the guiding principles for the Nomination and Remuneration Committee for recommending to the Board, the remuneration of the Directors, Key Managerial Personnel and other Senior Managerial Personnel.

There has been no change in the aforesaid policy during the year.

Performance Evaluation

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 Boardâs functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

including Independent Directors and its Committees on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc.

Employeesâ Stock Option Schemes

The Employeesâ 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 Employeesâ Stock Option Schemes in accordance with the applicable SEBI Regulations.

The applicable disclosures as stipulated under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 as on March 31, 2023 (cumulative position) with regard to the Just Dial Limited Employee Stock Option Scheme, 2013, Just Dial Limited Employee Stock Option Scheme, 2014, Just Dial Limited Employee Stock Option Scheme, 2016 and Just Dial Limited Employee Stock Option Scheme, 2019 (âESOP Schemes of the Companyâ) are disclosed on the Companyâs website and can be accessed at https://www.iustdial.com/cms/ investor-relations/online reports.

ESOP Schemes of the Company are in line with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. There were no material changes in aforesaid schemes, during the year under review.

A certificate from the secretarial auditors of the Company stating that the aforesaid schemes have been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and in accordance with the resolution passed by the members shall be placed at the ensuing Annual General Meeting for inspection by members.

Auditors and Auditorsâ Report Statutory Auditors

Deloitte Haskins and Sells LLP, Chartered Accountants, (Firm Registration No. 117366W/W-100018) were appointed as Statutory Auditors of the Company for a term of 5 (five) consecutive years, at the Annual General Meeting held on September 30, 2019. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Notes on financial statements referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditor

The Board had appointed VKMG & Associates LLP, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31,2023 is annexed herewith and marked as Annexure II to this Report.

The observation on minimum public shareholding (MPS) made by Secretarial Auditor in his Secretarial Audit Report is

self-explanatory and the Company is MPS compliant effective December 21,2022.

Disclosures Meetings of the Board

4 (four) Meetings of the Board of Directors were held during the year under review. The particulars of the meetings held and attended by each Director are detailed in the Corporate Governance Report, forming part of the Annual Report.

Committees of Board

The Company has several committees of the Board, which have been established as part of best Corporate Governance practices and to comply with the requirements of the relevant provisions of applicable laws and statutes.

The Committees and their composition as on March 31, 2023 are as follows:

â¢ Audit Committee

The Audit Committee comprises of Mr. Ranjit Pandit (Chairman), Mr. B. Anand, Mr. Sanjay Bahadur, Mr. Malcolm Monteiro, Mr. V.S.S. Mani and Mr. V. Subramaniam.

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

â¢ Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee comprises of Mr. B. Anand, (Chairman), Mr. V.S.S. Mani, Ms. Bhavna Thakur and Mr. Ashwin Khasgiwala.

â¢ Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of Mr. Malcolm Monteiro, (Chairman), Mr. Sanjay Bahadur, Mr. B. Anand and Mr. Ashwin Khasgiwala.

â¢ Stakeholdersâ Relationship Committee

The Stakeholdersâ Relationship Committee comprises of Mr. Sanjay Bahadur, (Chairman), Mr. V.S.S. Mani and Ms. Bhavna Thakur.

â¢ Risk Management Committee

The Risk Management Committee comprises of Mr. B. Anand, (Chairman), Mr. Sanjay Bahadur and Ms. Bhavna Thakur.

The details of the dates of the meetings, attendance and terms of reference of each of the Committees during the year under review are given in the Corporate Governance Report, forming part of the Annual Report.

Further, during the year under review, there are no such cases where the recommendation of any Committee of the Board, has not been accepted by the Board.

Vigil Mechanism / Whistle Blower Policy

Your Company has in place Whistle Blower Policy (âPolicyâ), to provide a formal mechanism to its employees for communicating instances of breach of any statute, actual or suspected fraud on the accounting policies and procedures adopted for any area or item, acts resulting in financial loss or loss of reputation, leakage of information in the nature of Unpublished Price Sensitive Information (âUPSIâ), misuse of office, suspected / actual fraud and criminal offences.

The Policy provides for a mechanism to report such concerns to the Chairman of the Audit Committee through specified channels. The framework of the Policy strives to foster responsible and secure whistle blowing. In terms of the Policy of the Company, no employee of the Company has been denied access to the Chairman of the Audit Committee of the Board. During the year under review, no protected disclosure concerning any reportable matter in accordance with the Policy of the Company was received by the Company. The Policy is available at https://justdial.com/cms/investors/ justdial-whistle-blower-policy.

Prevention of Sexual Harassment at Workplace

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âPOSH Actâ) and Rules made thereunder, the Company has in place a policy which mandates zero tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has constituted Internal Complaints Committee to redress and resolve any complaints arising under the POSH Act. Training / awareness programs are conducted throughout the year to create sensitivity towards ensuring respectable workplace.

Particulars of loans given, investments made, guarantees given and securities provided

Particulars of loans given and investments made, along with the purpose for which the loan given is proposed to be utilised by the recipient are provided in the standalone financial statement (Refer Note 5 & 6 to the standalone financial statement).

However, the Company has not given any guarantee or provided security in connection with loan to any other body corporate or person as prescribed under Section 186(2) of the Act.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relevant disclosures are given below:

(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 makes conscious efforts to reduce its energy consumption. Some of the measures undertaken by the Company on a continuous basis, including during the year under review, are listed below:

a) Use of LED Lights at office spaces;

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

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

d) Planned preventive maintenance schedule put in place for electromechanical equipment;

e) Usage of energy efficient illumination fixtures.

(ii) Steps taken by the Company for utilising alternate sources of energy:

The business operations of the Company are not energy-intensive, hence apart from steps mentioned above to conserve energy, the management would also explore feasible alternate sources of energy.

(iii) The capital investment on energy conservation equipments:

There is no capital investment on energy conservation equipments during the year under review. However, the Company utilises energy efficient equipment to the extent feasible, as mentioned in (i) above.

(B) Technology Absorption

(i) The efforts made towards technology absorption:

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

(ii) The benefits derived:

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

(iii) Information regarding imported technology (imported during last three years):

The Company has not imported any technology during last three years.

(iv) Expenditure incurred on research and development:

The Company has not incurred any expenditure on Research and Development during the year under review.

Foreign Exchange earned in terms of actual inflows: Nil.

Foreign Exchange outgo in terms of actual outflows: H17.4 million.

Annual Return

The Annual Return of the Company as on March 31, 2023 is available on the Companyâs website and can be accessed at https://www.iustdial.com/cms/investor-relations/ online reports.

Particulars of Employees and Related Disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to [email protected].

Utilisation of funds raised through preferential allotment or qualified institutions placement

During the financial year 2021-22, the Company had issued and allotted on preferential basis 2,11,77,636 equity shares of H10/- each fully paid-up, representing 25.35% of the post preferential equity share capital, at a price of H1,022.25/- per equity share (including securities premium), aggregating to H21,648.8 million to Reliance Retail Ventures Limited. The funds raised through said Preferential allotment, pending utilisation, have been temporarily deployed in mutual funds. There was no deviation in the use of proceeds from the objects stated in the offer document.

General

Your Directors state that no disclosure or reporting is

required in respect of the following matters as there were

no transactions / events on these matters during the year

under review:

â¢ Details relating to deposits covered under Chapter V of the Act.

â¢ Issue of equity shares with differential rights as to dividend, voting or otherwise.

â¢ Issue of equity shares (including sweat equity shares) to employees of the Company under any scheme save and except Employeesâ Stock Options Schemes referred to in this Report.

â¢ The Managing Director of the Company does not receive any remuneration or commission from its holding or subsidiary Companies.

â¢ No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.

â¢ No fraud has been reported by the Auditors to the Audit Committee or the Board.

â¢ There has been no change in the nature of business of the Company.

â¢ Issue of debentures / bonds / warrants / any other convertible securities.

â¢ Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

â¢ There was no instance of one-time settlement with any Bank or Financial Institution.

â¢ There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

â¢ Maintenance of cost records as prescribed by the Central Government under Section 148(1) of the Act.

Acknowledgement

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the customers, vendors, banks, government and regulatory authorities, stock exchanges and members, during the year under review.

For and on behalf of the Board of Directors

B. Anand V.S.S. Mani

Chairman Managing Director and

DIN: 02792009 Chief Executive Officer

DIN: 00202052

Date: April 17, 2023

Mar 31, 2022

The Board of Directors present the Companyâs Twenty Eighth Annual Report and the Companyâs audited financial statements for the financial year ended March 31, 2022.

Financial Results

The Companyâs financial performance (standalone and consolidated) for the year ended March 31,2022 is summarised below:

('' in Lakh)
Particulars	Standalone		Consolidated
Particulars	2021-2022	2020-2021	2021-2022	2020-2021
Revenue from Operations	64,695	67,518	64,695	67,518
Other Income	9,817	12,598	9,817	12,598
Finance Income	2,399	2,354	2,399	2,354
Total Revenue	76,911	82,470	76,911	82,470
Profit before Interest and depreciation	12,011	30,440	12,000	30,437
Less: Interest	684	740	684	740
Less: Depreciation	2,987	4,233	2,987	4,233
Profit Before Tax	8,340	25,467	8,329	25,464
Less: Provision for tax	1,246	4,048	1,246	4,048
Profit After Tax	7,094	21,419	7,083	21,416
Other Comprehensive Income	(177)	(106)	(177)	(106)
Total Comprehensive Income	6,917	21,313	6,906	21,310

The COVID-19 pandemic has caused a huge disruption creating an unprecedented impact on the financial well-being of nations, corporations and individuals and your Company is not an exception to it. A detailed discussion on impact of COVID-19 is covered in the Management Discussion and Analysis Report forming part of this Annual Report.

Results of Operations and the state of Companyâs affairs

The Revenue from operations has decreased by about 4.2% to '' 64,695 lakh in the financial year ended March 31, 2022 as compared to '' 67,518 lakh for the preceding financial year.

Profit Before Tax (âPBTâ) of the current financial year has decreased by 67.3% to '' 8,340 lakh as compared to '' 25,467 lakh for the preceding financial year.

The Companyâs Net Profit of the current financial year has decreased by 66.9% to '' 7,094 lakh as compared to '' 21,419 lakh for the preceding financial year.

The operations and financial performance of the subsidiaries during the financial year were not significant.

Business Operations

Justdial leads the Indian local search engine market, enabling the digitalisation of small businesses through multiple platforms across India.

Platform	Just Dial offering
Android and iOS App	Justdial and JD Mart Apps
Desktop/PC/ Mobile Website	iustdial.com & idmart.com
Voice and Text (SMS)	88888 88888

Justdialâs self-curated database of over 31.9 Million listings is a pioneering initiative in the industry, and is providing us an edge in local search business. The use of digitalisation and cutting-edge technology helps Justdial to keep both customers and consumers (end-users) engaged. Justdial also

leverages emerging trends - a greater number of smartphone users, rising internet penetration, as well as governmentâs digitalisation push to fuel the growth of MSMEs.

JD Mart

Launched in February 2021, JD Mart is Indiaâs B2B Marketplace that helps manufacturers, suppliers, distributors, wholesalers, exporters, importers, and retailers to market their various product categories online. The platform offers digital product catalogues to businesses and aims at digitalising Indiaâs businesses, especially MSMEs, across categories. Buyers can discover quality vendors offering a wide selection of products to choose from, spread across millions of categories to suit all B2B needs.

JD Mart is available on web at https://www.jdmart.com and on JdMart apps (Android & iOS). B2B catalogues are also available on Justdial platforms.

The following are some of the value-added services and features provided by JD Mart:

a) I nteractive content with videos, images, description, specification, price, minimum order quantity;

b) Digital cataloguing allows sellers to showcase their entire range of offerings;

c) Communication tools to send e-mail enquiry, call, chat, reverse auction, buy online and get notification to make the process comprehensive;

d) Request for Quotes (RFQ) where buyers can select industry-leading qualifiers and send them RFQs to initiate business for bulk enquiry or single product, depending on their requirements;

e) Sellersâ tools that simplify onboarding for sellers and help them run their online business, including catalogue management, real-time lead management, RFQ monitoring and chatting with buyers;

f) Analytics configured with highly useful features, such as lead management, grab lead and real-time dashboard;

g) Certification like âVerifiedâ, âTrust Sealâ, Trade Assurance and payment protection through JD Pay Escrow account;

h) 24x7 support for query and complaint resolution.

JD Omni

JD Omni provides end-to-end cloud-based solutions for digitalising MSMEs. It helps business owners go online by building their own, customisable websites and third-party tools that can be plugged into different marketplaces. The software/ apps are easy to install, simple to use, offer high customisation and features such as cloud point-of-sale, inventory, customer management and website builder software.

JD Pay

JD Pay is an easy solution for quick digital payments, enhancing convenience for both customers and consumers (end-users). JD Pay supports cashless transactions, net banking, online wallets and offers flexibility to transfer online payments through debit or credit card.

Consumer-friendly features of JD App

Just Dialâs Android and iOS apps provide a one-stop solution for all consumer requirements. They provide simple, intuitive business discovery services with quick and relevant results. Some of the services include user ratings, location-based search on maps, live TV, videos, recommendations based on proximity and ratings, viewing friendâs ratings, movies, streaming, sports, stocks, augmented reality (AR) based listing finder, among others.

A new feature also helps track the pandemic by aggregating latest data and provides local helpline numbers.

Dividend

The Board of Directors of the Company have not recommended any dividend on equity shares for the year under review. The Dividend Distribution Policy of the Company is available on the Companyâs website and can be accessed at https://justdial. com/cms/investors/justdial-dividend-distribution-policy.

Transfer to Reserves

Details of material changes from the end of the financial year

No material changes have taken place from the end of the financial year till the date of this Report.

Material events during the year under review

Reliance Retail Ventures Limited (âRRVLâ) entered into Shareholders Agreement (âSHAâ), Share Purchase Agreement (âSPAâ) and Share Subscription Agreement (âSSAâ) dated July 16, 2021 with the Company and its then promoters.

Pursuant to the SPA dated July 16, 2021, RRVL acquired 13,061,163 equity shares from Mr. V.S.S. Mani.

On September 1, 2021, the Company had issued and allotted on preferential basis 2,11,77,636 equity shares of '' 10/-(Rupees Ten Only) each fully paid-up at a price of '' 1,022.25 (Rupees One Thousand Twenty Two and paise Twenty Five Only) per equity share (including securities premium), aggregating to '' 2,16,488.38 lakh to RRVL. Consequently, RRVL held 40.98% of the paid-up equity share capital of the Company as on September 1,2021.

Effective September 1, 2021, pursuant to the terms of the SPA, RRVL acquired sole control over the Company and is a promoter of the Company and accordingly the Company is a subsidiary of RRVL.

Further on October 14, 2021, RRVL acquired an aggregate of 2,17,36,894 equity shares at '' 1,022.25 (Rupees One Thousand Twenty Two and paise Twenty Five Only) per equity share pursuant to the open offer made by RRVL to the public shareholders of the Company in terms of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Consequently, the aggregate holding of RRVL in the Company as on March 31, 2022 stands at 5,59,75,693 equity shares of the Company representing 66.96% of the total paid-up equity share capital of the Company.

Share Capital

The authorised share capital of the Company as on March 31, 2022 is '' 1,01,20,00,000 (Rupees One Hundred One Crore Twenty Lakh Only) divided into 10,00,00,000 (Ten Crore) equity shares of '' 10/- (Rupees Ten Only) each and 1,20,00,000 (One Crore Twenty Lakh) Preference Shares of '' 1/- (Rupee One Only) each. There was no change in the authorised share capital during the year under review.

During the year under review, the Company has allotted 5,51,544 equity shares of '' 10/- (Rupees Ten Only) each to its employees upon exercise of options granted to them under the various ESOP Schemes of the Company.

The Company issued and allotted, on preferential basis, 2,11,77,636 equity shares of '' 10/- (Rupees Ten Only) each fully paid-up at a price of '' 1,022.25 (Rupees One Thousand Twenty Two and paise Twenty Five Only) per equity share (including securities premium), aggregating to '' 2,16,488.38 lakh to Reliance Retail Ventures Limited.

The paid-up share capital of the Company as on March 31, 2022 is '' 83,60,10,920/- which comprises of 8,36,01,092 equity shares of '' 10/- (Rupees Ten Only) each.

Management Discussion and Analysis Report

Consolidated Financial Statement

In accordance with the provisions of the Companies Act, 2013 (the âActâ) and Listing Regulations read with Ind AS-110-Consolidated Financial Statement, the audited consolidated financial statement for the year ended March 31, 2022 forms part of this Annual Report.

Subsidiary, Joint Venture and Associate Companies

During the year under review and till the date of this Report, no company has become or ceased to be subsidiary, joint venture or associate of the Company. The Company does not have any joint venture or associate company.

A statement providing details of performance and salient features of the financial statements of subsidiary / joint venture / associate companies, as per Section 129(3) of the Act, is provided as Annexure A to the consolidated financial statement and therefore not repeated in this Report to avoid duplication. However, looking at the performance of the subsidiaries, they do not contribute significantly to the growth and performance of the Company.

The audited financial statements including the consolidated financial statement of the Company and all other documents required to be attached thereto are available on the Companyâs website and can be accessed at https://www.justdial.com/cms/ investor-relations/financials-results. The financial statements of the subsidiary companies, as required, are available on the Companyâs website and can be accessed at https://www. iustdial.com/cms/investor-relations/online reports.

During the year under review, the Company does not have any material subsidiary company, however the Company has in place a Policy for determining Material Subsidiaries. The Policy is available on the Companyâs website and can be accessed at https://iustdial.com/cms/investors/iustdial-policy-for-determining-material-subsidiary.

Secretarial Standards

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ respectively.

Directorsâ Responsibility Statement

Your Directors state that:

a) i n the preparation of the annual accounts for the year ended March 31, 2022, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2022 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding

the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Corporate Governance

The report on Corporate Governance as stipulated under the Listing Regulations forms part of this Annual Report. The Certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

Business Responsibility Report

As stipulated under the Listing Regulations, the Business Responsibility Report (BRR) describing the initiatives taken by the Company from an environmental, social and governance perspective is presented in a separate section and forms part of this Annual Report.

Contracts or arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an armâs length basis.

The particulars of transactions entered into by the Company with related parties, which falls under the provisions of Section 188(1) of the Act, in Form AOC-2 is annexed herewith and marked as Annexure I to this Report.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Companyâs website and can be accessed at https://iustdial.com/cms/investors/iustdial-policy-on-materiality-of-related-party-transactions-and-dealing-with-related-party-transactions.

There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large.

Members may refer to Note 26 to the Standalone Financial Statement which sets out related party disclosures pursuant to Ind AS.

Corporate Social Responsibility

The Corporate Social Responsibility (âCSRâ) Committeeâs prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring

implementation of the objectives set out in the âCorporate Social Responsibility Policyâ (âCSR Policyâ).

During the year under review, on the recommendation of CSR Committee, the Board of Directors of the Company at its meeting held on May 14, 2021 approved and adopted revised CSR Policy of the Company, which may be accessed on the Companyâs website at https://iustdial.com/cms/investors/ justdial-csr-policy.

The CSR Policy of the Company, inter alia, covers CSR objectives, vision, mission and also provides for governance, implementation, monitoring and reporting framework.

The Annual Report on CSR activities is annexed herewith and marked as Annexure II to this Report.

Risk Management

The Company has in place a Risk Management Committee, which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Companyâs enterprise-wide risk management framework; and (b) Overseeing all the risks that the organisation faces such as strategic, financial, market, security, operational, personnel, IT, legal, regulatory, reputational and other risks.

Internal Financial Controls

The Company has in place adequate standards, processes and structures to implement internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed. In addition to above, the Company conducted internal audits by an independent audit firm to continuously monitor adequacy and effectiveness of the internal control systems in the Company and status of its compliances.

Directors and Key Managerial Personnel

The Board as on March 31, 2022 comprised of 10 (Ten) Directors out of which 5 (Five) are Independent Directors, 4 (Four) are Non-Executive Directors and 1 (One) is an Executive Director.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. V. Subramaniam, Director of the Company, retires by rotation at the ensuing annual general meeting. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee has recommended his re-appointment.

The information as required to be disclosed under Regulation 36 of the Listing Regulations and Secretarial Standard on General Meetings (âSS-2â) in relation to director liable to retire by rotation will be provided in the notice of ensuing annual general meeting.

a) Changes in Directors and Key Managerial Personnel

i. During the year under review, based on the recommendations of the Nomination and Remuneration Committee, the Board had appointed following Directors:

â¢ Mr. Ranjit V. Pandit (DIN: 00782296) as an Independent Director of the Company for a term of 5 (five) consecutive years with effect from September 1, 2021 upto August 31, 2026 and in the opinion of the Board, he possesses requisite expertise, integrity and experience (including proficiency). His appointment was approved by the shareholders of the Company in subsequent annual general meeting on September 30, 2021.

â¢ Mr. V. Subramaniam (DIN: 00009621), Mr. Ashwin Khasgiwala (DIN: 00006481), Ms. Geeta Fulwadaya (DIN: 03341926), Ms. Divya Murthy (DIN: 09302573) and Mr. Dinesh Thapar (DIN: 05288401) as NonExecutive Directors of the Company with effect from September 1, 2021 and their appointments were approved by the shareholders of the Company in subsequent annual general meeting on September 30, 2021.

ii. During the year under review, following Directors resigned from the position of the Directorship of the Company:

â¢ Mr. Pulak Prasad (DlN: 00003557) and Ms. Anita Mani (DlN: 02698418) as Non-Executive Directors of the Company with effect from the close of business hours on September 1, 2021.

â¢ Mr. Abhishek Bansal (DIN: 08580059) as Whole-time Director and Director with effect from the close of business hours on September 1,2021 and continues as Chief Financial Officer of the Company.

â¢ Mr. V. Krishnan (DIN: 00034473) as Whole-time Director and Director with effect from the close of business hours on July 31,2021.

â¢ Mr. Dinesh Thapar (DIN: 05288401) as Non-Executive Director with effect from the close of business hours on February 28, 2022.

The Board places on record its appreciation for the contributions made by them during their tenure as Directors of the Company.

b) Key Managerial Personnel

As on March 31, 2022, the following are the Key Managerial Personnel of the Company as per the provisions of the Act and rules made thereunder:

â¢ Mr. V. S. S. Mani (DIN: 00202052), Managing Director and Chief Executive Officer

â¢ Mr. Abhishek Bansal, Chief Financial Officer

â¢ Mr. Manan Udani, Company Secretary.

c) Independent Directors

In the opinion of the Board, all the Independent Directors on the Board possess requisite qualifications, experience (including proficiency, as applicable) and expertise and hold highest standards of integrity.

The Company has received declarations from all the Independent Directors of the Company confirming that:

i. they meet the criteria of independence and also in compliance of code of conduct prescribed under the Act and the Listing Regulations; and

ii. they have registered their names in the Independent Directorsâ Databank.

The Company has also received requisite declarations from Independent Directors of the Company as prescribed under rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

All Independent Directors have affirmed compliance to the code of conduct for Independent Directors as prescribed in Schedule IV to the Act.

Policy on Directorsâ and Senior Managerial Personnel Appointment and Remuneration

The Policy also sets out the guiding principles for the Nomination and Remuneration Committee for recommending to the Board the remuneration of the Directors, Key Managerial Personnel and other Senior Managerial personnel.

There has been no change in the aforesaid policy during the year.

Performance Evaluation

Pursuant to the provisions of the Act and Regulation 17 of the Listing Regulations and in accordance with the Guidance Note on Board Evaluation issued by SEBI, based on the predetermined templates designed as a tool to facilitate evaluation process, the Nomination and Remuneration Committee and Board has carried out the annual performance evaluation of its own performance, the individual Directors including Independent Directors and its Committees on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc.

Employeesâ Stock Option Schemes

The applicable disclosures as stipulated under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 as on March 31, 2022 (cumulative position) with regards to the Just Dial Limited Employee Stock Option Scheme, 2013, Just Dial Limited Employee Stock Option Scheme, 2014, Just Dial Limited Employee Stock Option Scheme, 2016 and Just Dial Limited Employee Stock Option Scheme, 2019 (âESOP Schemes of the Companyâ) are disclosed on the Companyâs website and can be accessed at https://www.iustdial.com/cms/investor-relations/online reports.

ESOP Schemes of the Company are in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and erstwhile SEBI (Share Based Employee Benefits) Regulations, 2014. There were no material changes in aforesaid schemes, during the year under review.

Auditors and Auditorsâ Report Statutory Auditors

M/s. Deloitte Haskins and Sells LLP, Chartered Accountants, (Firm Registration No. 117366W/W-100018) were appointed as Statutory Auditors of the Company for a term of 5 (five) consecutive years, at the annual general meeting held on September 30, 2019. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Notes on financial statements referred to in the Auditorsâ Report are self-explanatory and do not call for any further

comments. The Auditorsâ Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditor

The Board had appointed M/s. VKMG & Associates LLP, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2021-22. The Secretarial Audit Report for the financial year ended March 31, 2022 is annexed herewith and marked as Annexure III to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Disclosures Meetings of the Board

5 (five) Meetings of the Board of Directors were held during the year under review. The particulars of the meetings held and attended by each Director are detailed in the Corporate Governance Report.

Committees of Board

The Company has several committees, which have been established as part of best Corporate Governance practices and comply with the requirements of the relevant provisions of applicable laws and statutes:

The Committees and their composition as on March 31,2022 are as follows:

â¢ Audit Committee

The Audit Committee comprises of Mr. Ranjit Pandit (Chairman), Mr. B. Anand, Mr. Sanjay Bahadur, Mr. Malcolm Monteiro, Mr. V.S.S. Mani and Mr. V. Subramaniam. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

â¢ Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee comprises of Mr. B. Anand, (Chairman), Mr. V.S.S. Mani, Ms. Bhavna Thakur and Mr. Ashwin Khasgiwala.

â¢ Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of Mr. Malcolm Monteiro, (Chairman), Mr. Sanjay Bahadur, Mr. B. Anand and Mr. Ashwin Khasgiwala.

â¢ Stakeholdersâ Relationship Committee

The Stakeholdersâ Relationship Committee comprises of Mr. Sanjay Bahadur, (Chairman), Mr. V.S.S. Mani and Ms. Bhavna Thakur.

â¢ Risk Management Committee

The Risk Management Committee comprises of Mr. B. Anand, (Chairman), Mr. Sanjay Bahadur and Ms. Bhavna Thakur.

The details of the dates of the meetings, attendance and terms of reference of each of the Committees and changes in the composition of the Committees during the year under review are given in the Corporate Governance Report.

Further, during the year under review, there are no such cases where the recommendation of any Committee of the Board, has not been accepted by the Board.

Vigil Mechanism / Whistle Blower Policy

Prevention of Sexual Harassment at Workplace

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âPOSH Actâ) and Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has constituted Internal Complaints Committee to redress and resolve any complaints arising under the POSH Act. Training/awareness programs are conducted throughout the year to create sensitivity towards ensuring respectable workplace. The details of the complaints received under POSH Act are given in the Corporate Governance Report.

Particulars of loans given, investments made, guarantees given and securities provided

However, the Company has not given any guarantee or provided security in connection with loan to any other body corporate or person as prescribed under Section 186(2) of the Act.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relevant disclosures are given below:

(A) Conservation of Energy

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

a) Use of LED Lights at office spaces;

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

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

d) Planned preventive maintenance schedule put in place for electromechanical equipment;

e) Usage of energy efficient illumination fixtures.

(ii) Steps taken by the Company for utilizing alternate sources of energy:

The business operations of the Company are not energyintensive, hence apart from steps mentioned above to conserve energy, the management would also explore feasible alternate sources of energy.

(iii) The capital investment on energy conservation equipments:

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

(B) Technology Absorption

(i) The efforts made towards technology absorption:

(ii) The benefits derived:

(iii) Information regarding imported technology (imported during last three years):

The Company has not imported any technology during last three years.

(iv) Expenditure incurred on research and development:

The Company has not incurred any expenditure on Research and Development during the year under review.

Foreign Exchange earned in terms of actual inflows: Nil.

Foreign Exchange outgo in terms of actual outflows: '' 210.78 lakh.

Annual Return

The Annual Return of the Company as on March 31, 2022 is available on the Companyâs website and can be accessed at https://www.iustdial.com/cms/investor-relations/online reports.

Particulars of Employees and Related Disclosures

Utilisation of funds raised through preferential Allotment or qualified institutions placement

During the financial year 2021-22, the Company had issued and allotted on preferential basis 2,11,77,636 equity shares of '' 10/-each fully paid-up, representing 25.35% of the post preferential equity share capital, at a price of '' 1,022.25/- per Equity share (including securities premium), aggregating to '' 2,16,488.38 lakh to Reliance Retail Ventures Limited. During the year under review, the funds raised through said Preferential allotment, pending utilisation, have been temporarily deployed in mutual funds. There was no deviation in the use of proceeds from the obiects stated in the offer document.

General

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions / events on these matters during the year under review:

â¢ Details relating to deposits covered under Chapter V of the Act.

â¢ Issue of equity shares with differential rights as to dividend, voting or otherwise.

â¢ Issue of equity shares (including sweat equity shares) to employees of the Company under any scheme save and except Employeesâ Stock Options Schemes referred to in this Report.

â¢ Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

â¢ No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.

â¢ No fraud has been reported by the Auditors to the Audit Committee or the Board.

â¢ There has been no change in the nature of business of the Company.

â¢ Issue of debentures/bonds/warrants/any other convertible securities.

â¢ Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

â¢ Instance of one-time settlement with any Bank or Financial Institution.

â¢ Application or proceedings under the Insolvency and Bankruptcy Code, 2016.

â¢ Maintenance of cost records as prescribed by the Central Government under Section 148(1) of the Act.

Acknowledgement

Mar 31, 2018

DIRECTORSâ REPORT

Dear Members,

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

1. FINANCIAL PERFORMANCE

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

(Rs, in Lakhs)

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

Note: The above figures are extracted from the standalone and consolidated financial statements prepared in compliance with Indian Accounting Standards (IND AS). The Financial Statements of the Company complied with all aspects with Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 (the Act) read with [Companies (Indian Accounting Standards) Rules, 2015], as amended from time to time and other relevant provisions of the Act.

2. STATE OF COMPANYâS AFFAIRS, BUSINESS OVERVIEW AND FUTURE OUTLOOK

The Revenue from operations has increased by 8.8% on accrual basis to Rs, 781.77 Cr. in the financial year ended March 31, 2018 as compared to Rs, 718.61 Cr. in the financial year ended March 31, 2017.

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

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

The operations of the subsidiaries in financial year 2017-18 were not significant and the performance of subsidiaries is reflecting in the financial highlights tabulated hereinabove.

During the year, there were no changes in the nature of business of the Company, the detailed discussion on Companyâs overview and future outlook has been given in the Section on âManagement Discussion and Analysisâ (MDA).

3. DIVIDEND

The Board has decided not to recommend any dividend for this financial year but has advised the management to share the profits of the Company with its shareholders via any other alternate viable mechanisms.

As per Regulation 43A of the SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015 (the Listing Regulations), the top 500 listed Companies shall formulate a Dividend Distribution Policy. In compliance with the said requirements, the Company has formulated its Dividend Distribution Policy, which is enclosed as âAnnexure - 1â to this Report and also available on the website of the Company and may be viewed at https:// www.justdial.com/cms/investor-relations/policies.

4. TRANSFER TO RESERVE

The Company has not transferred any amount in the general reserve of the Company, during the year under review. However '' 2.24 Cr. has been transferred to Capital Redemption Reserve pursuant to Buy back of 22,41,000 equity shares of the Company, during the year under review.

5. DEPOSITS

During the year, your Company has not accepted any deposits within the meaning of Sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, hence there are no details to disclose as required under Rule 8 (5) (v) and

(vi) of the Companies (Accounts) Rules, 2014.

6. DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATE COMPANIES

The Company has following two subsidiaries as on March 31, 2018

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

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

ii. JD International Pte. Ltd., Singapore - wholly owned subsidiary of the Company

JD International Pte. Ltd. has not yet started its operations.

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

Pursuant to requirements of Regulation 16 (c) of the Listing Regulations the Company has formulated âPolicy on determining Material Subsidiariesâ which is posted on website of the Company and may be viewed at https:// www.justdial.com/cms/investor-relations/policies.

During the year under review, neither any company has become nor ceased as a Subsidiary of the Company. The Company does not have any joint venture or associate company.

7. CONSOLIDATED FINANCIAL STATEMENT

The Audited Financial Statements for the year ended March 31, 2018 of Just Dial Inc., USA and Unaudited Financial Statements of JD International Pte Ltd., Singapore, wholly owned subsidiary companies, are available on website of the Company i.e. www.justdial. com. JD International Pte Ltd., Singapore has not yet started its operations, hence audit of the Financials is not mandatory as per the laws of Singapore. Therefore, the Financial Statements of JD International Pte Ltd., Singapore are unaudited. The Statement containing salient features of the financial statements of the subsidiary companies in the prescribed format i.e. Form AOC-1 is appended as âAnnexure - 2â to the Boardâs Report. The statement also provides the details of performance and financial position of subsidiary companies. However, looking at the performance of the Subsidiaries, they do not contribute significantly in the growth and performance of the Company. These documents will also be available for inspection on all working days except Saturdays, Sundays and public holidays at the registered office of the Company.

The Consolidated Financial Results represents those of the Company and its wholly owned subsidiaries viz. Just Dial Inc., USA and JD International Pte Ltd.,

Singapore. The Company has consolidated its results in accordance with the IND AS 110 - âConsolidated Financial Statementsâ pursuant to Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015.

8. SHARE CAPITAL

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

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

- During year under review, the Company has allotted 88,523 Equity Shares of '' 10/- each to its employees upon exercise of options granted to them under the ESOP Schemes of the Company.

- During the year under review, the Company has bought back and cancelled 22,41,000 equity shares.

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

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

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

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

9. DIRECTORS AND KEY MANAGERIAL PERSONS

The Company has 8 (Eight) Directors on the Board, of which 3 (Three) are Independent Directors, 2 (Two) are Non-Executive Directors and 3 (Three) are Executive Directors including one Managing Director as on March 31, 2018.

(a) Appointments/Resignations from the board of directors

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

(b) Directors Retiring by Rotation

I n terms of Section 152 of the Companies Act, 2013, Mr. V. Krishnan (DIN:00034473), being Director liable to retire by rotation, shall retire at the ensuing Annual General Meeting and being eligible for reappointment, offers himself for re-appointment. The information as required to be disclosed under Regulation 36 of the Listing Regulations in case of re-appointment of Directors will be provided in the notice of ensuing Annual General Meeting.

(c) Independent Directors

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

The Board members are provided with all necessary documents/reports and internal policies to enable them to familiarise with the Companyâs Procedures and practices. The various programmes undertaken for familiarising independent directors with the functions and procedures of the Company are disclosed in the Corporate Governance Report.

(d) Appointments/Resignations of the Key Managerial Personnel

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

Mr. V. S. S. Mani (DIN:00202052), Managing Director and Chief Executive Officer, Mr. Ramani Iyer (DIN:00033559), Whole-time Director, Mr. V. Krishnan (DIN:00034473), Whole-time Director, Mr. Abhishek Bansal, Chief Financial Officer, and Mr. Sachin Jain, Company Secretary of the Company are the key managerial personnel as per the provisions of the Companies Act, 2013 and rules made thereunder.

10. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

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

11. DIRECTORSâ 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 for the financial year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

12. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

The Company has in place the âNomination and Remuneration Policyâ 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 âAnnexure-3â and forms part of this Report.

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

13. PERFORMANCE EVALUATION OF THE BOARD

The Nomination and Remuneration Committee of the Company has laid down the criteria for performance evaluation of the Board, its Committees and individual Directors including independent Directors covering various aspects of the Boardâs functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, based on the predetermined templates designed as a tool to facilitate evaluation process, the Board has carried out the annual performance evaluation of its own performance, the Individual Directors including Independent Directors and its Committees on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders, etc.

14. COMMITTEES OF THE BOARD

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

The Committees and their Composition are as follows:

- Audit Committee
1. Mr. B. Anand	Chairman
2. Mr. Sanjay Bahadur	Member
3. Mr. Malcolm Monteiro	Member
4. Mr. V. S. S. Mani	Member
- Nomination and Remuneration Committee
1. Mr. Malcolm Monteiro	Chairman
2. Mr. Sanjay Bahadur	Member
3. Mr. B. Anand	Member
- Stakeholders Relationship Committee
1. Mr. Sanjay Bahadur	Chairman
2. Mr. V. S. S. Mani	Member
3. Mr. Ramani Iyer	Member
4. Mr. Abhishek Bansal	Member
5. Mr. Sachin Jain	Member
- Corporate Social Responsibility Committee
1. Mr. B. Anand	Chairman
2. Mr. V. S. S. Mani	Member

3. Mr. V. Krishnan	Member
4. Mrs. Anita Mani	Member
- Risk Assessment	and Management
Committee
1. Mr. B. Anand	Chairman
2. Mr. Sanjay Bahadur	Member
3. Mr. V. Krishnan	Member
4. Mr. Abhishek Bansal	Member
- Management Committee
1. Mr. V. S. S. Mani	Chairman
2. Mr. V. Krishnan	Member
3. Mr. Ramani Iyer	Member

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

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

The Annual Report on CSR Activities undertaken by Company during the year under consideration in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is attached as âAnnexure - 4â 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 Regulations is presented in a separate section and forms part of this Report.

17. CORPORATE GOVERNANCE

The Corporate Governance is an ethical business practice to create and enhance value and reputation of an organisation. Accordingly, your Directors function as trustees of the shareholders and seek to ensure that the long-term economic value for its shareholders is achieved while balancing interest of all the stakeholders.

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

A certificate from V. B. Kondalkar & Associates, Practicing Company Secretary, conforming compliance to the conditions of Corporate Governance as stipulated under Regulation 34 (3) of the Listing Regulations, is annexed to the aforesaid Report.

18. VIGIL MECHANISM / WHISTLE-BLOWER POLICY

In terms of the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has implemented a whistle-blower policy pursuant to which whistle-blowers can raise concerns 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 the person also has direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. During the year under review, no concern from any whistle-blower has been received by the Company. The whistle-blower policy is available at the link: https://www.justdial.com/cms/investor-relations/ policies.

19. STATEMENT ON RISK MANAGEMENT POLICY

The Company has in place a Risk Assessment and Management Committee, which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Companyâs enterprise-wide risk management framework; and (b) Overseeing all the risks that the organisation faces such as strategic, financial, market, security, operational, personnel, IT, legal, regulatory, reputational and other risks.

The Risk Assessment Management Committee have identified and assessed all the material risks that may be faced by the Company and ensured proper policy, procedure and 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 statements (Please refer Note No. 5 of standalone financial statements).

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

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

The statement showing the disclosure of transactions with related parties, such as payment of Directorsâ remuneration, in compliance with applicable IND AS, the details of the same are provided in Note No. 27 of the Standalone Financial Statements. All related party transactions were placed before the Audit Committee and the Board for approval.

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

22. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has in place 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 systems in the Company and status of its compliances.

23. LISTING REGULATIONS, 2015

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

India Limited (MSEI). The Company has paid its Annual Listing Fees to the stock exchanges for the Financial Year 2018 19.

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

1. âPolicy for Preservation of Documentsâ as per Regulation 9 which may be viewed at https://www. justdial.com/cms/investor-relations/policies.

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

3. âPolicy on Criteria for determining Materiality of events/informationâ as per Regulation 30 which may be viewed at https://www.justdial.com/cms/investor-relations/policies.

24. AUDITORS

(a) Statutory Auditor

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

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

The statutory audit report does not contain any qualification, reservation or adverse remark or disclaimer.

(b) Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed V. B. Kondalkar & Associates, Practicing Company Secretary, to undertake Secretarial Audit for the financial year ended March 31, 2018 and has been re-appointed as Secretarial Auditor for the financial year 2018-19. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith and marked as âAnnexure - 5â 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, 2018 and has been re-appointed as Internal Auditor for the financial year 2018-19.

25. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Auditors of the Company have not reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boardâs Report.

26. MAJOR ACTIVITIES CARRIED OUT DURING THE YEAR:

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

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

27. MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments, affecting the financial position of the Company, which has occurred between the end of the financial year of the Company, i.e. March 31, 2018 till the date of Directorsâ Report, i.e. May 21, 2018.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

There were no other significant and material orders passed by the regulators/ courts/ tribunals, which may impact the going concern status and the Companyâs operations in future.

29. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

(a) The ratio of the remuneration of each Director to the median employeeâs 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 âAnnexure - 6â.

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

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

30. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company does not have any unpaid/unclaimed amount which is 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 amounts as on March 31, 2018 with the Company:

A. Unclaimed and Unpaid Dividend:

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

B. Unclaimed share application money:

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

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

31. CONSERVATION OF ENERGY AND

TECHNOLOGY ABSORPTION

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

(A) Conservation of Energy

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

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

(a) Use of LED Lights at office spaces.

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

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

(e) Usage of energy efficient illumination fixtures.

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

The business operations of the Company are not energy-intensive, hence apart from steps mentioned above to conserve energy, the management would also explore feasible alternate sources of energy.

(iii) The capital investment on energy conservation equipment:

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

(B) Technology Absorption

(i) The efforts made towards technology absorption:

The Company itself operates in the dynamic information technology space. The Company has a sizeable team of Information technology experts to evaluate technology developments on a continuous basis and keep the organisation updated. The Company also has an in-house research and development department to cater to the requirements of existing business as well

as new products, services, designs, frameworks, processes and methodologies. This allows the Company to serve its users in innovative ways and provide satisfaction and convenience to the users and customers.

(ii) The benefits derived:

(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 ('')

Sr. No.	Particulars	2017-18	2016-17
1.	Travelling and conveyance	2,83,658	1,72,519
2.	Internet and server charges	1,07,39,633	3,55,57,743
3.	Advertising and sales promotion	25,38,247	87,05,758
4.	Data base and content charges	6,06,307	-
5.	Administrative Support Charges	1,08,23,032	1,30,61,309
6.	Professional and Legal Expenses	2,98,232	3,97,271
	Total	2,52,89,109	5,78,94,600

32. EXTRACT OF THE ANNUAL RETURN:

Pursuant to sub-section 3 (a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as on March 31, 2018 forms part of this report as âAnnexure - 7â.

33. SECRETARIAL STANDARD OF ICSI

The Company has complied with the Secretarial Standards on Meeting of the Board of Directors (SS-1) and General Meetings (SS-2) specified by the Institute of Company Secretaries of India (ICSI).

34. PREVENTION OF SEXUAL HARASSMENT

Your Company is fully committed to uphold and maintain the dignity of women working in the Company and has zero tolerance towards any actions which may fall under the ambit of sexual harassment at workplace. The Company has constituted the Internal Complaint Committee, however, it has not received any Complaint, during the year, under review.

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

35. BUSINESS RESPONSIBILITY REPORT

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

36. EMPLOYEESâ 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 Employeesâ Stock Option Schemes in accordance with the applicable SEBI Regulations.

The applicable disclosures as stipulated under the SEBI (Share Based Employee Benefits) Regulations, 2014 as on March 31, 2018 (cumulative position) with regard to the Just Dial Private Limited Employee Stock Option Scheme, 2010, Just Dial Limited Employee Stock Option Scheme, 2013, Just Dial Limited Employee Stock Option Scheme, 2014 and Just Dial Limited Employee Stock Option Scheme, 2016 are disclosed on the Companyâs website which may be viewed at https://www.justdial. com/cms/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, Just Dial Limited Employee Stock Option Scheme, 2014 and Just Dial Limited Employee Stock Option Scheme, 2016, are in Compliance with SEBI (Share Based Employee Benefits) Regulations, 2014. All the options granted under Just Dial Private Limited Employee Stock Option Scheme, 2010 have been exercised/lapsed. There were no material changes in aforesaid schemes, during the year under review.

Meeting for inspection by members. Voting rights on the shares issued to employees under the ESOS are either exercised by them directly or through their appointed proxy

37. ACKNOWLEDGEMENTS

Your Directors take the opportunity to express our deep sense of gratitude to all users, vendors, government and non-governmental agencies and bankers for their continued support in Companyâs growth and look forward to their continued support in future.

Your Directors would also like to express their gratitude to the shareholders for reposing unstinted trust and confidence in the management of the Company.

Registered Office: For and on behalf of the Board of Directors of

Just Dial Limited Just Dial Limited

CIN: L74140MH1993PLC150054 501/B, 5^th Floor,

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

New Link Road, Malad (West), Managing Director and Whole-time Director

Mumbai - 400 064. Chief Executive Officer

(DIN:00033559)

website: www.justdial.com (DIN:00202052)

E-mail ID: [email protected]

Place: Mumbai

Date: May 21, 2018

Mar 31, 2017

Dear Members,

The, the Directors of Just Dial Limited, (the âCompanyâ) are delighted to present 23^rd Annual Report along with the audited accounts of the Company for the year ended March 31, 2017, (the âReportâ).

1. FINANCIAL HIGHLIGHTS

(Rs. in million)

Particulars	Standalone		Consolidated
Particulars	2016-2017	2015-2016	2016-2017	2015-2016
Revenue from Operations	7,186.10	6,676.60	7,186.10	6,676.60
Other Income	654.60	632.60	654.35	632.63
Financial Income	216.03	167.65	215.89	167.67
Total Revenue	8,056.73	7,476.85	8,056.34	7,476.90
Profit/Loss before depreciation	1,966.23	2,242.31	1,966.43	2,242.57
Less: Depreciation	401.40	311.03	401.39	310.97
Profit Before Tax	1,564.83	1,931.28	1,565.04	1,931.60
Less: Provision for tax	351.41	503.90	351.43	503.88
Profit After Tax	1,213.42	1,427.38	1,213.61	1,427.72
Other Comprehensive Income	278.72	11.00	278.72	11.00
Total Comprehensive Income	1,492.14	1,438.38	1,492.33	1,438.72

Note: The above figures are extracted from the standalone and consolidated financial statements prepared in compliance with Indian Accounting Standard (IND AS). The Financial Statements of the Company complied with all aspects with Indian Accounting Standards (IND AS) notified under section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act.

INDIAN ACCOUNTING STANDARDS (IND AS)

The Ministry of Corporate Affairs (MCA), vide its notification in the Official Gazette dated February 16, 2015, notified applicability of Ind AS to a certain class of Companies. Accordingly, Ind AS was applicable to your Company for the accounting period beginning from April 1, 2016 with a transition date on April 1, 2015. Your Company has adopted the IND AS and the financial statements comply with all aspects with Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act.

The comparative financial information of the Company for the year ended March 31, 2016 and the transition date opening balance sheet as at April 1, 2015 included in the Standalone and Consolidated IND AS financial statements, are based on the previously issued statutory financial statements for the years ended March 31, 2016 and March 31, 2015 prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (as amended) and adjustments to those financial statements for the differences in accounting principles adopted by the Company on transition to the Ind AS.

Transition to IND AS was smooth and did not have any significant financial impact as Company was already following prudent accounting policies similar to IFRS standards. The Board of Directors complimented finance team for smooth transition to IND AS.

2. STATE OF COMPANYâS AFFAIRS, BUSINESS OVERVIEW AND FUTURE OUTLOOK

The Revenue from operation has increased by about 7.63% on accrual basis to Rs.7,186.10 million in the financial year ended March 31, 2017 as compared to Rs.6,676.60 million in the financial year ended March 31, 2016.

The Companyâs Operating Earnings before interest depreciation and taxes (EBITDA) margin stands at 15.25% of the operating income in the financial year ended March 31, 2017. The profit before tax (PBT) of the current financial year decreased by 18.97% to Rs.1,564.83 million as compared to Rs.1,931.28 million for the preceding financial year.

The Companyâs profit after tax (PAT) of the current financial year decreased by 14.99% to Rs.1,213.42 million as compared to Rs.1,427.38 million for the preceding financial year.

The operations of the subsidiaries in financial year 2016-17 were not significant and the performance of subsidiaries is reflecting in the financial highlights mentioned hereinabove.

During the year, there were no changes in the nature of business of the Company, the detailed discussion on Companyâs overview and future outlook has been given in the section on âManagement Discussion and Analysisâ (MDA).

3. DIVIDEND

To conserve the resources of the Company, the management has decided not to recommend any dividend for this financial year.

4. DIVIDEND DISTRIBUTION POLICY

5. TRANSFER TO RESERVE

The Company has not transferred any amount in the general reserve of the Company, during the year under review, however Rs.270.30 Million has been transferred to Capital Reserve being the difference between fair value of consideration paid and fair value of net assets taken pursuant to Scheme of Arrangement between the Company and Just Dial Global Private Limited.

6. 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 are no details to disclose as required under Rule 8 (5) (v) and (vi) of the Companies (Accounts) Rules, 2014.

7. DETAILS OF SUBSIDIARIES/JOINT VENTURES/ ASSOCIATE COMPANIES

The Company has following two subsidiaries as on March 31, 2017.

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

The revenue and expenses for the financial year 2016-17 is 0.19 Million USD and 0.18 Million USD, respectively which is same as previous financial year 2015-16. The company had recorded growth in Profit after tax from USD 7,955 in FY 2015-16 to USD 8,832 in FY 2016-17.

ii. JD International Pte. Ltd., Singapore - wholly owned subsidiary of the Company

JD International Pte. Ltd. has not yet started its operations.

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

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

During the year under review, neither any Company has become nor ceased as Subsidiary. The Company does not have any joint venture or associate Company.

8. CONSOLIDATED FINANCIAL STATEMENT

The Audited Financial Statements for the year ended March 31, 2017 of Just Dial Inc., USA and Unaudited Financial Statement of JD International Pte Ltd., Singapore, wholly-owned subsidiary companies, are available on website of the Company i.e. www. justdial.com. JD International Pte Ltd., Singapore has not yet started its operation, hence the Audit of the Financial is not mandatory as per the law of Singapore, therefore the Financial Statement of JD International Pte Ltd., Singapore is unaudited. 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 âAnnexure - 2â to the Boardâs Report. The statement also provides the details of performance and financial position of subsidiary companies, however looking at the performance of the Subsidiaries, which do not contribute significant in the growth and performance of the Company. These documents will also be available for inspection on all working days except Saturdays, Sundays and public holidays at the registered office of the Company.

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

9. SHARE CAPITAL

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

- During the year under review, the paid-up share capital of the Company has increased from Rs.694.74 million to Rs.695.38 million.

- During year under review, the Company has allotted 64,841 Equity Shares of Rs.10/- each to its employees upon exercise of options granted to them under the ESOP Schemes of the Company.

- 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.

- Pursuant to order passed by Honâble National Company Law Tribunal on March 22, 2017 in respect of Scheme of Arrangement between the Company and Just Dial Global Private Limited, the Company needs to issue and allot 11,25,068 preference shares of Rs.1/- per share to the shareholders of Just Dial Global Private Limited. The provision for this purpose has been made in the books of accounts of the Company and the same has been shown as suspense account in the statement of changes in equity for the year ended March 31, 2017.

10. DIRECTORS AND KEY MANAGERIAL PERSONS

The Company has 8 (Eight) Directors on the Board, of which 3 (Three) are Independent Directors, 2 (Two) are Non-executive Directors and 3 (Three) are Executive Directors including one Managing Director as on March 31, 2017.

a. Appointments/Resignations from the board of directors

During the year under review Mr. Ravi Chandra Adusumalli (DIN: 00253613) and Mr. Shailendra Jit Singh (DIN: 01930079) have resigned from the Directorship of the Company on May 27, 2016 and June 13, 2016, respectively. The Board of Directors placed on record its appreciation for the valuable services rendered by them during their tenure as directors and wishes them very best in all their future endevours.

Mr. Pulak Chandan Prasad (DIN: 00003557) was appointed as an Additional Director (Non-Independent & Non - Executive) on the Board with effect from October 26, 2016 to hold office up to the date of ensuing Annual General Meeting.

b. Directors Retiring by Rotation

In terms of Section 152 of the Companies Act, 2013, Mrs. Anita Mani (DIN 02698418) being director liable to retire by rotation shall retire at the ensuing Annual General Meeting and being eligible for re-appointment, offers herself 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 âListing Regulationsâ) 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 1 49(7) of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the âListing Regulationsâ) 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 familiarise 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 (DIN:00202052), Managing Director and Chief Executive Officer; Mr. Ramani Iyer (DIN:00033559), Whole-time Director, Mr. V. Krishnan (DIN: 00034473), Whole-time Director, Mr. 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 thereunder.

There is no change in the key managerial persons, during the year under review, except the Board of Directors on recommendation of Nomination and Remuneration Committee has reappointed Mr. V. S. S. Mani (DIN:00202052), as Managing Director and Chief Executive Officer of the Company and Mr. V. Krishnan (DIN: 00034473), as Whole-time Director of the Company for a period of 5 years with effect from August 1, 2016 and the said appointments have been approved by the shareholders of the Company at the Annual General Meeting held on September 30, 2016.

11. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

5(Five) 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. DIRECTORSâ 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 for the financial year ended March 31, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made 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;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

13. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

The Company has in place the âNomination and Remuneration Policyâ 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 âAnnexure - 3â and forms part of this Report.

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

14. 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 Boardâs functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, based on the predetermined templates designed as a tool to facilitate evaluation process, the Board has carried out the annual performance evaluation of its own performance, the Individual Directors including Independent Directors and its Committees on parameters such as level of engagement and contribution, independence of 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

4. Mr. V. S. S. Mani Member

- Nomination and Remuneration Committee

1. Mr. Malcolm Monteiro Chairman

2. Mr. Sanjay Bahadur Member

3. Mr. B. Anand Member

- Stakeholders Relationship Committee

1. Mr. Sanjay Bahadur Chairman

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

3. Mr. Ramani Iyer Member

4. Mr. 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

4. Mrs. Anita Mani Member

- Risk Assessment and Management Committee

1. Mr. B. Anand Chairman

2. Mr. Sanjay Bahadur Member

3. Mr. V. Krishnan Member

4. Mr. Ramkumar Krishnamachari Member

- Management Committee

1. Mr. V.S.S. Mani Chairman

2. Mr. V. Krishnan Member

3. Mr. Ramani Iyer Member

16. CORPORATE SOCIAL RESPONSIBILITY( CSR)

Your Company understands responsibility towards the society, community, employee and environment and positively contributed its share for betterment of society and environment. The Company was voluntarily into CSR activities before enactment of statutory requirement of CSR. The Company has broadly identified the sectors such as education, rural development, healthcare, environment and water conservation for its CSR activities. The Company believes in a meaningful contribution in CSR and in furtherance of its commitment to the CSR, a Trust in the name of Just Dial Foundation has been formed to carry out its CSR activities.

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

The Annual Report on CSR Activities in accordance with the Companies Corporate Social Responsibility Policy) Rules 2014, undertaken by the Company during the year is attached as an âAnnexure - 4â to this Report.

17. 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 Regulations is presented in a separate section and forming part of this Report.

18. CORPORATE GOVERNANCE

The corporate governance is an 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 that 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 Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 is presented in a separate section and forming 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.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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, no whistle has been blown in the Company. The whistle blower policy is available at the link: https://www.justdial.com/cms/investor-relations/ policies.

20. 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 Companyâs 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.

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 invested the surplus funds available in the units of mutual funds, tax free bonds and debt securities. The details of which are provided in the standalone financial statement (Please refer note no. 5 of standalone financial statements).

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 armâs length basis. The Company has not entered into any transaction with related parties, which could attract the provision of section 188(1) of the Companies Act, 2013, hence requisite information in Form AOC-2 could not be provided.

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, such as payment of directors remuneration, in Compliance with Applicable IND AS, the details of the same are provided in Note No. 27 of the Standalone Financial Statement. All related party transactions were placed before the Audit Committee and the board for approval.

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. 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.

24. SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

The 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 2017-2018.

The Company has 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 Documentsâ as per Regulation 9 which may be viewed at https:// www.justdial.com/cms/investor-relations/ policies.

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

3. âPolicy on Criteria for determining Materiality of events/informationâ as per Regulation 30 which may be viewed at https://www.justdial.com/ cms/investor-relations/policies.

25. AUDITORS

(a) Statutory Auditor

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

The 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 auditorâs report in respect of disputed ESIC and Income tax dues which has been clarified in the note 30(C) to the Notes to Financial Statements. The comments in note 30(C) 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, 2017 and same has been re-appointed as Secretarial Auditor for the financial year 2017-2018. The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed herewith and marked as an âAnnexure - 5â to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

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, 2017 and same has been re-appointed as Internal Auditor for the financial year 2017-2018.

26. MAJOR ACTIVITIES CARRIED OUT DURING THE YEAR:

a) Demerger i.e. transfer and vesting of the Data & Information Undertaking of Just Dial Global Private Limited into Just Dial Limited as per the Scheme of Arrangement between Just Dial Limited and Just Dial Global Private Limited and their respective shareholders and creditors which has been approved by the Honâble NCLT on March 22, 2017.

b) Alteration to the Main Object Clause of the Memorandum of Association of the Company by inserting Objects 9 to 14, as approved by the shareholders by way of postal ballot on June 1, 2016.

c) Formulation of Just Dial Limited Employee Stock Option Scheme 2016 (ESOP 2016), as approved by the shareholders by way of postal ballot on January 6, 2017.

27. MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments, affecting the financial position of the Company, which has occurred between the end of the financial year of the Company, i.e. March 31, 2017 till the date of Directorsâ Report, i.e. May 19, 2017.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

There were no other significant and material orders passed by the regulators/courts/tribunals, which may impact the going concern status and the Companyâs operations in future.

29. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

(a) The ratio of the remuneration of each director to the median employeeâs 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 âAnnexure - 6â.

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

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

30. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

A. Unclaimed and Unpaid Dividend:

Sr. No.	Financial Year	Amount (Rs.)
1.	2013-14	21,442
2.	2014-15	46,790
	Total	68,232

B. Unclaimed share application money pending for refund of Rs.7,27,661/-.

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

31. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

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

(A) Conservation of Energy

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

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

a) Use of LED Lights at office spaces.

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

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

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

e) Usage of energy efficient illumination fixtures.

(ii) Steps taken by the Company for 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 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 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.

32. 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, 2017 forms part of this report as an âAnnexure - 7â.

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

34. BUSINESS RESPONSIBILITY REPORT

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated inclusion of Business Responsibility Report as part of the Annual Report for top 500 Listed entities based on the market capitalization, accordingly, a Business Responsibility Report is presented in a separate section and forming part of this Report.

35. EMPLOYEESâ 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 Employeesâ Stock Option Schemes in accordance with the applicable SEBI Regulations.

The Company has granted 613,176 options under ESOP schemes, during the year under review.

The Company has cancelled 61,091 lapsed options and out of which 5,000 options were re-issued to employees of the Company under ESOP Schemes.

The applicable disclosures as stipulated under the SEBI (Share Based Employee Benefits) Regulations, 2014 as on March 31, 2017 (cumulative position) with regard to the Just Dial Private Limited Employee Stock Option Scheme, 2010, Just Dial Limited Employee Stock Option Scheme, 2013, Just Dial Limited Employee Stock Option Scheme, 2014 and Just Dial Limited Employee Stock Option Scheme, 2016 are disclosed on the Companyâs website which may be viewed at https://www.justdial.com/cms/ 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, Just Dial Limited Employee Stock Option Scheme, 2014 and Just Dial Limited Employee Stock Option Scheme, 2016 are in Compliance with SEBI (Share Based Employee Benefits) Regulations, 2014. All the options granted under Just Dial Private Limited Employee Stock Option Scheme, 2010 have been exercised / lapsed. There were no material changes in aforesaid schemes, during the year under review.

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

36. 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 Companyâs growth and look forward to their continued support in the future.

Your Directors would also like to express their gratitude to the shareholders for reposing unstinted trust and confidence in the management of the Company.

Registered Office: For and on behalf of the Board of Directors of

Just Dial Limited

CIN: L74140MH1993PLC150054 501/B, 5^th Floor

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

New Link Road, Malad (West), Managing Director Whole-time Director

Mumbai - 400 064. and Chief Executive Officer (DIN-00033559)

(DIN-00202052)

Place: Mumbai

Date: May 19, 2017

Mar 31, 2016

Dear Members,

We, the Directors of Just Dial Limited, (the "Company") are delighted to present 22^nd 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

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 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

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

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.

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 20^th Annual General Meeting till the conclusion of the 25^th 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:

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 softwareâs 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.

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, 5^th 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 "CompanyÂ) are delighted to present 21st Annual Report along with the audited accounts of the Company for the year ended March 31, 2015 (the "ReportÂ).

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 ÂManagement 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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