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Notes to Accounts of Just Dial Ltd.

Mar 31, 2015

1. CORPORATE INFORMATION

Just Dial Limited (‘the Company'') was incorporated in India with limited liability by shares on December 20,1993.

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

The Company provides local search and related services to users in India through multiple platforms such as the internet, mobile internet, over the telephone (voice) and text (SMS).

2. BASIS OF PREPARATION

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under sectionl33 the Companies Act, 2013, read together along with paragraph 7 of the Companies (Accounts Rule) 2014.

The financial statements have been prepared on an accrual basis and under the historical cost convention. The accounting policies adopted in the preparation of financial statements are consistent with those of previous year except for change in accounting policy explained below.

3. LEASES Operating Lease

Office premises are obtained on operating lease. The lease rent is payable as per the terms of the lease agreements. The lease terms are different for each of the leases and the maximum lease term ranging from 1 year to 9 years. Some of the leases are renewable for further 5 years at the option of the Company. There are escalation clauses in the lease agreement for which rent is provided on straight lining basis. There is a lock in year of minimum 3 years in some lease agreements. There are no subleases.

4. PENDING LITIGATIONS

A) Contingent Liabilities not provided for



Particulars As at As at March 31, 2015 March 31, 2014

Claims against the company not acknowledged as debts (Refer note 2) 10,732,543 3,744,056

Income Tax Demands(Refer note 1):

Income tax in respect of Assessment years 2005-06, 2006-07, 2007-08, 2008-09 and 2,934,950 6,934,880 2009-10 in respect of which the Company has preferred an appeal.

Tax Deducted at Source (TDS) Demands(Refer note 1):

TD5 in respect of Assessment year 2011-12 of which the Company has preferred an appeal. - - 146,193

Notes:

1) The Company is contesting the income tax demands and the management; believe that its position will likely be upheld in the appellate process. No tax expense has been accrued in the financial statements for the tax demand raised. The management believes that the ultimate outcome of this proceeding will not have a material adverse effect on the company''s financial position and results of operations.

2) There are certain cases against the company in the consumer court. Since the company is confident of defending the same, the management believes that the ultimate outcome of these cases will not have a material/adverse impact on the company''s financial position and results of operations.

B) Provision for other statutory liability

1) At March 31, 2015, provision for contribution to Employee State Insurance Corporation aggregates Rs.30,251,804 (March 31, 2014: Rs.30, 251,804) which is based on estimates and as per the provisions of the ESIC Act. This provision will be adjusted / settled on completion of the assessment.

2) The company has received various demand intimations under section 154 of the Income Tax Act, 1961, pertaining to financial year 2007-08 to 2012-13. The net outstanding liability of Rs.199,240 (March 31, 2014: Rs.1,224,593) was recorded as provision against such demand notices.

5 CAPITAL AND OTHER COMMITMENTS Rs.

Particulars As at As at March 31, 2015 March 31, 2015

(a) Estimated amount of contracts remaining to be executed on capital account and not 372,223,579 411,053,711 provided for

(b) Other Commitments 70,000,000 -

(c) For commitments related to acquisition of Bangalore land (refer note 35)

(d) For commitments relating to lease arrangements (refer note 26)

6. DETAILS OF DUES TO MICRO AND SMALL ENTERPRISES AS PER MSMED ACT, 2006.

The Company does not have suppliers who are registered as micro or small enterprise under the Micro, Small and Medium Enterprises Development Act, 2006 as at March 31, 2015 and March 31, 2014.The information regarding micro or small enterprises has been determined on the basis of information available with the management, which has been relied upon by the auditors.

7. EMPLOYEE BENEFITS

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service.

The scheme is funded with an insurance Company in the form of a qualifying insurance policy.

The following tables summarise the components of net gratuity benefit expense recognised in the statement of profit and loss and the funded status and amounts recognised in the balance sheet for the gratuity plan.

8. ACQUISITION OF BANGALORE LAND

During the year ended March 31, 2015, the Company obtained the possession of 15 acres of leasehold land for 99 years from Karnataka Industrial Area Development Board (KIADB) to establish an IT/ITES BPO and Software development Centre at IT/ITES Park, Devanahalli Industrial Area in Bangalore and paid total consideration of Rs.375,007,500

The Company is in process of execution of Leasehold land agreement and preparing the Project plan for the above project. Accordingly, capital commitments in Note 28, does not include any amount towards this project.

Further, the Company is required to comply with various conditions for the above project including time limit for beginning and completion of construction and utilisation of land.

9. ACQUISITION OF JUST DIAL INC. DELAWARE, UNITED STATES OF AMERICA

During the year in October 2014, the Company has acquired entire shareholding in Just Dial Inc. Delaware, United States of America, from Just Dial Global Private Limited for a consideration of USD 72,385 (Rs.4,467,964). Just Dial Inc is engaged in the business of providing necessary administrative support services for making available infrastructure, bill collection, database procurement and advertising activities to Just Dial Limited to enable it to serve the customer in the US.

10. EVENTS SUBSEQUENT TO MARCH 31, 2015

a) Subsequent to the year end on May 27, 2015 the compensation committee granted 117,660 options to employees under ESOP scheme 2014 and ESOP Scheme 2013 ( May 15).

b) Subsequent to the year ended March 31, 2015, the Company has purchased office premises at Mumbai at a consideration of Rs.90,000,000 from MrV. S. S. Mani (Managing Director and Chief executive officer) and Mrs Anita Mani (Director).

11. Previous year figures have been regrouped/ reclassified, whenever necessary, to conform to current year classification.


Mar 31, 2014

1. NATURE OF OPERATIONS

Just Dial Limited (''the Company'') was incorporated in India with limited liability on December 20, 1993 under the name A&M Communications Private Limited. The Company provides local search and related services to users in India through multiple platforms such as the internet, mobile internet, over the telephone (voice) and text (SMS).

During the year, the Company completed the Initial Public Offer (''IPO'') through offer for sale of equity shares by certain shareholders. The equity shares of the Company were listed on The National Stock Exchange of India Limited, The BSE Limited and MCX Stock Exchange Limited on June 5,2013.

2 LEASES

OPERATING LEASE

Office premises are obtained on operating lease. The lease rent is payable as per the terms of the lease agreements. The lease terms are different for each of the leases and the maximum lease term ranging from 1 year to 9 years. Some of the leases are renewable for further 5 years at the option of the Company. There are escalation clauses in the lease agreement for which rent is provided on straight lining basis. There is a lock in year of minimum 3 years in some lease agreements. There are no subleases.

3 CONTINGENT LIABILITIES NOT PROVIDED FOR

Amounting Particulars March 31,2014 March 31,2013

Income Tax Demands:

Income tax in respect of Assessment years2005-06,2006-07,2007-08, 2008-09 and 6,934,880 15,248,795 2009-10 in respect of which the Company has preferred an appeal.

Tax Deducted at Source (TDS) Demands:

TDSin respect of Assessment year 2011-12 of which the Company has preferred 146,193 146,193 an aDDeal.

The Company is contesting the demands and the management, believe that its position will likely be upheld in the appellate process. No tax expense has been accrued in the financial statements for the tax demand raised. The management believes that the ultimate outcome of this proceeding will not have a material adverse effect on the company''s financial position and results of operations.

4 DETAILS OF DUES TO MICRO AND SMALL ENTERPRISES AS PER MSMED ACT, 2006.

The Company does not have suppliers who are registered as micro or small enterprise under the Micro, Small and Medium Enterprises Development Act, 2006 as at March 31,2014.The information regarding micro or small enterprises has been determined on the basis of information available with the management.

5 PROVISION FOR OTHER STATUTORY LIABILITY

a) At March 31, 2014, provision for contribution to Employee State Insurance Corporation aggregates Rs. 30,251,804 (March 31,2013Rs. 30,251,804) which is based on estimates and as per the provisions of the ESIC Act. This provision will be adjusted/ settled on completion of the assessment.

b) During the year, Company has received various demand intimations under section 154 of the Income Tax Act, 1961, pertaining to financial year April 2007 to March 2014. The net outstanding liability ofRs. 1,224,593 has been recorded as provision against such demand notices.

6 EMPLOYEE BENEFITS

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service.

The scheme is funded with an insurance Company in the form of a qualifying insurance policy.

The following tables summarise the components of net gratuity benefit expense recognised in the statement of profit and loss and the funded status and amounts recognised in the balance sheet for the gratuity plan.

7 EXCEPTIONAL ITEM (SHARE ISSUE EXPENSES)

Share issue expenses as at March 31, 2012 comprised of expenses incurred in connection with the Draft Red Herring Prospectus dated August 12,2011 (the "initial DRHP") filed with the Securities and Exchange Board of India (the "SEBI"). During the previous year ended March 31,2013, the Company withdrew the initial DRHP and adjusted the expenses of Rs. 39,286,169 against the securities premium account. This was based on the legal opinion obtained and in accordance with Section 78 of the Companies Act, 1956. The balance expense ofRs. 15,247,758 has been charged to the statement of profit and loss as an exceptional item during the year ended March 31,2013.

8 Other receivables during the previous year March 31,2013 comprises of share issue expenses incurred in connection with the Company''s IPO through offer for sale ("the Issue"). As per offer agreement between the Company and the selling shareholders, all expenses with respect to the Issue will be borne by the selling shareholders. Accordingly, the Company has classified the expenses incurred in connection with the Issue as receivable from selling shareholders under other receivables.

9 Previous year figures have been regrouped/ reclassified, whenever necessary, to conform to current year classification.


Mar 31, 2013

1. NATURE OF OPERATIONS

Just Dial Limited (''the Company'') was incorporated in India with limited liability on December 20, 1993 under the name A&M Communications Private Limited. The Company provides local search related services to users in India through multiple platforms such as the internet, mobile internet, over the telephone (voice) and text (SMS).

Subsequent to April 1, 2013, the Company completed the IPO through offer for sale of equity shares by certain shareholders. The equity shares of the Company were listed on The National Stock Exchange of India Limited, The BSE Limited and MCX Stock Exchange Limited on June 5, 2013.

2. BASIS OF PREPARATION

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on an accrual basis and under the historical cost convention.

The financial statements have been prepared on an accrual basis and under the historical cost convention. The accounting policies adopted in the preparation of financial statements are consistent with those of previous year

3 LEASES

Operating Lease

Office premises are obtained on operating lease. The lease rent is payable as per the terms of the lease agreements. The lease terms are different for each of the leases and the maximum lease term ranging from 1 year to 9 years. Some of the leases are renewable for further 5 years at the option of the Company. There are escalation clauses in the lease agreement for which rent is provided on straight lining basis. There is a lock in year of minimum 3 years in some lease agreements. There are no subleases.

Details of lease payments during the year ended and future commitments on non-cancellable operating leases are as follows:

4 DETAILS OF DUES TO MICRO AND SMALL ENTERPRISES AS PER MSMED ACT, 2006

The Company does not have suppliers who are registered as micro or small enterprise under the Micro, Small and Medium Enterprises Development Act, 2006 as at March 31, 2013. The information regarding micro or small enterprises has been determined on the basis of information available with the management.

5 PROVISION FOR EMPLOYEE RELATED LIABILITY

At March 31, 2013, provision for Employee State Insurance Contribution aggregates Rs. 30,251,804 (As at March 31, 2012 Rs. 30,251,804) which is based on estimates and as per the provisions of the ESIC Act. This provision will be adjusted/settled on completion of the assessment.

6 EMPLOYEE BENEFITS

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service.

The scheme is funded with an insurance Company in the form of a qualifying insurance policy.

The following tables summarise the components of net gratuity benefit expense recognised in the statement of profit and loss and the funded status and amounts recognised in the balance sheet for the gratuity plan.

7 DEMERGER OF IT RELATED TESTING BUSINESS, OTHER RELATED SERVICES AND SPECIFIC ASSETS

During the previous year, the Honorable High Court of Bombay vide its order dated October 14, 2011 had approved the demerger of undertaking providing IT testing business and other related services along with the IT infrastructure utilised for providing such services and the Company''s investment in Just Dial Global Private Limited (''JD Global'') to JD Global.

Pursuant to the Scheme, from the appointed date of August 1, 2011, the book value of assets of IT testing business of Rs. 259,939 and the Company''s aggregate investment in preference shares of JD Global of Rs. 724,757,289 were transferred to JD Global. There were no liabilities pertaining to the Demerged Undertaking. The value of the assets including the preference shares held by the Company in JD Global aggregating to Rs. 725,017,228 transferred pursuant to the Scheme was adjusted against balance in the Company''s securities premium account to the extent of Rs. 326,642,238 and the balance of Rs. 398,374,990 was adjusted against surplus i.e. the balance in statement of profit and loss during the year ended March 31, 2012.

As a consideration for transfer, the equity and preference shareholders of the Company as on August 1, 2011 received equity shares in JD Global in proportion to their shareholding in the Company.

8 DISCONTINUING OPERATIONS

As indicated in the note 38 above, during the previous year, the Company demerged the IT testing business and other related services along with the IT infrastructure utilised for providing such services. The details of revenue expenses, profits and cash flows relating to the IT related and other related services (discontinuing operations) for the previous year ended March 31, 2012 are as follows:

9 SHARE ISSUE EXPENSES

(a) Share issue expenses as at March 31, 2012 comprised of expenses incurred in connection with the Draft Red Herring Prospectus dated August 12, 2011 (the "initial DRHP") filed with the Securities and Exchange Board of India (the "SEBI"). During the year ended March 31, 2013, the Company withdrew the initial DRHP and adjusted the expenses of Rs. 39,286,169 against the securities premium account. This was based on the legal opinion obtained and in accordance with Section 78 of the Companies Act, 1956. The balance expense of Rs. 15,247,758 has been charged to the statement of profit and loss as an exceptional item.

(b) Other receivables as at March 31, 2013 comprises of share issue expenses incurred in connection with the Company''s IPO through offer for sale ("the Issue"). As per offer agreement between the Company and the selling shareholders, all expenses with respect to the Issue will be borne by the selling shareholders. Accordingly, the Company has classified the expenses incurred in connection with the Issue as receivable from selling shareholders under Other receivables.

10 EVENTS SUBSEQUENT TO MARCH 31, 2013

(a) On April 3, 2013, Board approved the allotment of 97,744 equity shares to employees holding ESOP options under Pool 5 and 6 and the allotment of 250,208 equity shares (including 245,740 bonus equity shares in the ratio of 55:1) to employees holding 4,468 options under Pool 2.

(b) Further on May 4, 2013, the Board approved the allotment of 21,376 equity shares to employees holding ESOP under Pool 5 and 6.

(c) The Company completed the IPO through offer for sale of 17,497,458 equity shares of Rs. 10 each at a price of Rs. 530 per equity share for Qualified Institutional Bidders and Non Institutional Bidders and at a price of Rs. 483 per equity share for Retail Individual Bidders aggregating upto Rs. 9,191,414,725 and the equity shares of the Company got listed on The National Stock Exchange of India Limited, The BSE Limited and MCX Stock Exchange Limited on June 5, 2013.

11 Previous year figures have been regrouped/ reclassified, whenever necessary, to conform to current year classification.

 
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