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EQUITY - MARKET SCREENER

Just Dial Ltd
Industry :  Miscellaneous
BSE Code
ISIN Demat
Book Value()
535648
INE599M01018
413.8856217
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
JUSTDIAL
78.82
5591.23
EPS(TTM)
Face Value()
Div & Yield %
8.42
10
0
 

As on: May 26, 2022 04:19 AM

Dear Members,

Your Directors have pleasure in presenting their 27th Annual Report on the business and operations of the Company, together with the Audited Financial Statements for the financial year ended March 31, 2021 (the ‘Report').

1. FINANCIAL PERFORMANCE

The summarised financial performance of the Company for the financial year ended March 31, 2021 are presented below:

Particulars Standalone Consolidated
2020-21 2019-20 2020-21 2019-20
Revenue from Operations 67,518 95,311 67,518 95,311
Other Income 12,598 11,659 12,598 11,659
Finance Income 2,354 2,312 2,354 2,312
Total Revenue 82,470 1,09,282 82,470 1,09,282
Profit before Interest and depreciation 30,440 41,263 30,437 41,263
Less: Interest 740 891 740 891
Less: Depreciation 4,233 5,207 4,233 5,207
Profit Before Tax 25,467 35,165 25,464 35,165
Less: Provision for tax 4,048 7,934 4,048 7,934
Profit After Tax 21,419 27,231 21,416 27,231
Other Comprehensive Income (106) (382) (106) (374)
Total Comprehensive Income 21,313 26,849 21,310 26,857

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 Ind AS notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time and other relevant provisions of the Companies Act, 2013.

The COVID-19 pandemic has caused a huge disruption creating an unprecedented impact on the financial wellbeing of nations, corporations and individuals. A detailed discussion on impact of COVID-19 is covered in the ‘Management Discussion and Analysis'.

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

The Revenue from operations has decreased by about 29.2% on accrual basis to f 67,518 Lakh in the financial year ended March 31,2021 as compared to f 95,311 Lakh for the preceding financial year.

The Company's Operating Earnings Before Interest, Depreciation and Taxes (‘EBITDA') margin stands at 22.9% of the operating revenue in the financial year ended March 31, 2021. Profit Before Tax (‘PBT') of the current financial year decreased by 27.6% to f 25,467 Lakh as compared to f 35,165 Lakh for the preceding financial year.

The Company's Profit After Tax (‘PAT') of the current financial year decreased by 21.3% to f 21,419 Lakh as compared to f 27,231 Lakh for the preceding financial year.

The operations of the subsidiaries in financial year 2020-21 were not significant and the performance of subsidiaries is reflecting in the financial highlights tabulated hereinabove.

During the year under review, 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'.

3. DIVIDEND

The Company has distributed its profits to the shareholders by successful completion of buy-back of equity shares of the Company during the year under review. Hence to conserve resources for future requirements, the Board has decided not to recommend any dividend for this financial year.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 (‘the Listing Regulations'), the Company has formulated its Dividend Distribution Policy. The Policy is available on the website of the Company and may be viewed at https://www.iustdial.com/cms/investor- relations/policies.

4. TRANSFER TO RESERVES

The Company has not transferred any amount in the general reserve of the Company during the year under review. However, the Company has created Capital Redemption Reserve account in relation to redemption of preference shares and buy-back of equity shares of the Company. For complete details on movement in Reserves and Surplus during the financial year ended March 31, 2021, please refer to the Statement of Changes in Equity table of the Standalone Financial Statement of the Company.

5. DEPOSITS

During the year under review, 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 three subsidiaries as on March 31, 2021:

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

The revenue for the financial years 2020-21 and 2019-20 are 14,616 USD and 1,08,302 USD respectively and expenses for the financial years 2020-21 and 2019-20 are 14,139 USD and 1,03,330 USD respectively. The profit after tax has decreased from 5,037 USD in FY 2019-20 to 447 USD in FY 2020-21.

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

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

iii. MYJD Private Limited - wholly-owned subsidiary of the Company

MYJD Private Limited, has not yet started its operations.

During the year under review, the Company did not have any material subsidiary.

Pursuant to requirements of Regulation 16(1)(c) of the Listing Regulations, the Company has formulated ‘Policy on determining Material Subsidiaries' which is posted on website of the Company and may be viewed at https:// www.iustdial.com/cms/investor-relations/policies.

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

7. CONSOLIDATED FINANCIAL STATEMENT

The Statement containing salient features of the financial statements of the subsidiary companies in the prescribed format i.e. Form AOC-1 is annexed herewith and marked as ‘Annexure - 1' to this 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.

The Consolidated Financial Statements represents those of the Company and its wholly-owned subsidiaries viz. MYJD Private Limited, Just Dial Inc., USA and JD International Pte. Ltd., Singapore. The Company has consolidated its financial statements in accordance with the Ind AS 110 - ‘Consolidated Financial Statements' pursuant to Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015.

The Audited Financial Statements for the year ended March 31,2021 of Just Dial Inc., USA, MYJD Private Limited and Unaudited Financial Statement of JD International Pte.

Ltd., Singapore, wholly-owned subsidiary companies, are available on website of the Company and the same can be viewed at https://www.iustdial.com/cms/investor-relations/ downloads. 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.

8. SHARE CAPITAL

• The authorised share capital of the Company as on March 31, 2021 is f 1,01,20,00,000 (Rupees One Hundred One Crore Twenty Lakh Only) divided into 10,00,00,000 (Ten Crore) Equity Shares of f 10/- (Rupees Ten Only) each and 1,20,00,000 (One Crore Twenty Lakh) Preference Shares of f 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 1,11,077 Equity Shares of f10/- (Rupees Ten Only) each to its employees upon exercise of options granted to them under the ESOP Schemes of the Company.

• The Company has bought back 31,42,857 equity shares of f 10/- each on a proportionate basis through the tender offer route.

• During the year under review, the Company has redeemed 11,25,068, 6% Redeemable Preference Shares of f 1/- each at par aggregating to f 11,25,068/- out of the profits of the Company as per the terms of Scheme of Arrangement between Just Dial Limited and Just Dial Global Private Limited and their respective Shareholders and Creditors.

• The paid-up share capital of the Company as on March 31, 2021 is f 61,87,19,120/- which comprises of 6,18,71,912 equity shares of f 10/- (Rupees Ten Only) 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 PERSONNEL

The Board as on March 31, 2021 comprised of 9 (Nine) Directors out of which 4 (Four) are Independent Directors, 2 (Two) are Non-Executive and Non-Independent Directors and 3 (Three) are Executive Directors including one Managing Director.

Mr. V. S. S. Mani (DIN: 00202052), Managing Director and Chief Executive Officer, Mr. V. Krishnan (DIN: 00034473), Whole-Time Director, Mr. Abhishek Bansal (DIN: 08580059), Whole-Time Director and Chief Financial Officer and Mr. Manan Udani, Company Secretary of the Company

are the key managerial personnel as on March 31,2021 as per the provisions of the Companies Act, 2013 and rules made thereunder.

None of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Company by the Securities and Exchange Board of India (‘SEBI') and Ministry of Corporate Affairs (‘MCA') or any other such Authority.

(a) Appointments and Resignation of Directors and Key Managerial Personnel

During the period under review, following changes have occurred:

• Mr. Ramani Iyer (DIN: 00033559), Whole-Time Director of the Company resigned from the position of Directorship of the Company w.e.f. December 4, 2020.

• Ms. Anita Mani (DIN: 02698418) was appointed as a Director liable to retire by rotation at the Annual General Meeting of the members of the Company held on September 30, 2020.

• The appointment of Mr. Abhishek Bansal (DIN: 08580059), as a Whole-Time Director and CFO, was regularised by the members at the Annual General Meeting of the members of the Company held on September 30, 2020 for a period of 5 (Five) years commencing with effect from October 21, 2019 to October 20, 2024.

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

(c) Independent Directors

The Company has received declarations/confirmations from each Independent Director under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations confirming that they meet the criteria of independence as laid down in the Companies Act, 2013 and the Listing Regulations.

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 Companies Act, 2013.

I n the opinion of the Board, all the Independent Directors on the Board possess requisite qualifications, experience (including proficiency) and expertise and hold highest standards of integrity. Further, in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, all the Independent Directors of the Company are qualified to act as independent directors and have registered their names in the online databank of Independent Directors maintained by Indian Institute of Corporate Affairs.

The Independent Directors are provided with all necessary documents/reports and internal policies to enable them to familiarise with the Company's Procedures and practices. The various programmes undertaken for familiarising Independent Directors with the functions and procedures of the Company are disclosed in the Corporate Governance Report.

10. 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.

11. DIRECTORS' RESPONSIBILITY STATEMENT

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

(a) i n the preparation of the annual accounts for the financial year ended March 31,2021, the applicable accounting standards have been followed and no material departures have been made 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 at the end of the financial year and of the profit of the Company for that year;

(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 DIRECTORS' APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole as well as for its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education and public service. Characteristics expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgement, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner. The Company has in place a Nomination and Remuneration Policy on appointment and removal of Directors (‘Policy').

The salient features of the Policy are:

• It acts as a guideline for matters relating to appointment and re-appointment of Directors.

• It contains guidelines for determining qualifications, positive attributes for Directors, and independence of a Director.

• It lays down the criteria for Board Membership.

• It sets out the approach of the Company on Board diversity.

• It lays down the criteria for determining independence of a Director, in case of appointment of an Independent Director.

The Policy is posted on website of the Company and may be viewed at https://www.justdial.com/cms/investor- relations/policies.

13. PERFORMANCE EVALUATION OF THE BOARD

The Nomination and Remuneration Committee of the Company has laid down the criteria for performance evaluation of the Board, its Committees and individual Directors including Independent Directors covering various aspects of the Board's functioning such as 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 and in accordance with the Guidance Note on Board Evaluation issued by SEBI, based on the pre-determined 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 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, 2021 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 (up to December 4, 2020)
4. Mr. Abhishek Bansal Member
5. Mr. Manan Udani Member
• Corporate Social Responsibility Committee
1. Mr. B. Anand Chairman
2. Mr. V. S. S. Mani Member
3. Mr. V. Krishnan Member
4. Ms. Anita Mani Member
• Risk 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 (up to December 4, 2020)
4. Mr. Abhishek Bansal 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.

Further, during the year under review, there are no such cases where the recommendation of any Committee of Board, have not been accepted by the Board, which is required to be accepted as per the law.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted Corporate Social Responsibility (‘CSR') Committee in accordance with the provisions of the Companies Act, 2013. The CSR Committee was constituted comprising of members of the Board of Directors of the Company. The Committee presently consists of 4 Directors and the Chairman of the Committee is an Independent Director.

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

The contents of revised format of CSR Report notified in the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 is annexed herewith and marked as ‘Annexure - 2' to this Report.

16. MANAGEMENT DISCUSSION AND 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

Your Company is fully committed to follow good Corporate Governance practices and maintain the highest business standards in conducting business. The Company continues to focus on building trust with shareholders, employees, customers, suppliers and other stakeholders based on the principles of good corporate governance viz. integrity, equity, transparency, fairness, sound disclosure practices, accountability and commitment to values.

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 Mr. Vijay Kondalkar, partner of M/s. VKMG & Associates LLP, Practicing Company Secretaries, conforming compliance to the conditions of Corporate Governance as stipulated under Regulation 34(3) of the Listing Regulations, is annexed to Corporate Governance Report.

18. VIGIL MECHANISM / WHISTLE-BLOWER POLICY

Your Company has in place Whistle-Blower Policy (‘Policy'), 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 (‘UPSI'), 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 concern from any whistle-blower has been received by the Company. The whistle-blower policy is available at https://www.justdial. com/cms/investor-relations/policies.

19. STATEMENT ON RISK MANAGEMENT POLICY

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 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.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has given loan of an amount of f 1,00,000/- to MYJD Private Limited, wholly- owned subsidiary of the Company, the detailed particulars of the said loan is provided in Note No. 6 of the Standalone Financial Statement of the Company. Further, the details of the investments made including the investments as prescribed under Section 186(2) of the Companies Act, 2013 are provided in Note No. 5 of Standalone Financial Statement of the Company.

Further, the Company has not given any guarantee or provided security in connection with a loan to any other body corporate or person as prescribed under Section 186(2) of the Companies Act, 2013.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions with related parties are in the ordinary course of business and on arm's length basis and there are no ‘material' contracts or arrangement or transactions with related parties and thus disclosure in Form AOC-2 [Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014] is not required.

The statement showing the disclosure of transactions with related parties in compliance with applicable provisions of Ind AS, the details of the same are provided in Note No. 29 of the Standalone Financial Statement. All related party transactions were placed before the Audit Committee and the Board, wherever applicable for their approval.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available at https://www.iustdial.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 under review, 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 compliances.

23. LISTING REGULATIONS

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 2021-22.

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

1. ‘Documents Preservation & Archival Policy' as per Regulation 9 and Regulation 30 which may be viewed at https://www.iustdial.com/cms/investor- relations/policies.

2. ‘Policy for determining Materiality of events / information' as per Regulation 30 which may be viewed at https://www.iustdial.com/cms/investor- relations/policies.

24. AUDITORS

(a) Statutory Auditor

M/s. Deloitte Haskins and Sells LLP, Chartered Accountants, (Firm Registration No. 117366W/ W-100018), has been appointed as Statutory Auditors of the Company at the Annual General

Meeting of the shareholders of the Company held on September 30, 2019, for a period of 5 (Five) years from the conclusion of 25th Annual General Meeting till the conclusion of the 30th Annual General Meeting of the Company.

The Report of the Statutory Auditor forms part of the Annual Report. The said Report does not contain any qualification, reservation, 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 Mr. Vijay Kondalkar, partner of VKMG & Associates LLP, Practicing Company Secretaries, as the Secretarial Auditor of the Company to undertake Secretarial Audit for the financial year ended March 31, 2021. The Secretarial Audit Report for the financial year ended March 31,2021 is annexed herewith and marked as ‘Annexure - 3' to this Report. The Secretarial Auditor has also issued Annual Secretarial Compliance Report for the year ended March 31,2021 as required under regulation 24A of Listing Regulations. Further, the Secretarial Audit Report and Annual Secretarial Compliance Report does not contain any qualification, reservation or adverse remark or disclaimer. Upon recommendation of Audit Committee, the Board has re-appointed Mr. Vijay Kondalkar, partner of M/s. VKMG & Associates LLP, Practicing Company Secretaries, as the Secretarial Auditor of the Company to carry out the secretarial audit for the financial year 2021-22.

(c) Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company had appointed M/s. Haribhakti & Co. LLP, Chartered Accountants to undertake Internal Audit for financial year ended March 31,2021 and has been re-appointed as Internal Auditors for the financial year 2021-22.

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 this Report.

26. MAJOR ACTIVITIES CARRIED OUT DURING THE YEAR

(a) The Company has completed the buy-back of 31,42,857 equity shares of f 10/- each on a proportionate basis through the tender offer route at a price of f 700 per equity share aggregating to f 22,000 lakhs.

(b) The Company has amended the main object clause III A of Memorandum of Association of the Company

by inserting the two new objects in the existing main objects of the Company.

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 31,2021 till the date of this Report, i.e. May 14, 2021.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS

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.

29. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

(a) The ratio of the remuneration of each Director to the median employee's remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed herewith and marked as ‘Annexure - 4' to this Report.

(b) I n terms of the provisions of Section 197(12) of the Companies Act, 2013 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 Companies Act, 2013, the Annual Report excluding the aforesaid annexure is being sent to the Members of the Company.

In terms of Section 136, due to COVID-19 pandemic and/or state-wide lockdown, the said annexure is open for inspection by the members through electronic mode. Any Member interested in obtaining such particulars may write to the Company Secretary of the Company at investors@iustdial.com Once the situation is normalised and/or lockdown is lifted by the State governments, statutory/regulatory and other administrative authorities, the said particulars shall be open for inspection by the Members at the registered office of the Company on all working days, except Saturdays, Sundays and public holidays, between 11.00 a.m. to 1.00 p.m. up to the date of Annual General Meeting.

(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

During the year under review, the Company has transferred unclaimed Share application money of an amount of f 7,28,636/- to the Investor Education and Protection Fund before the due date and in such manner as prescribed in Section 125 of the Companies Act, 2013 read with applicable rules made thereunder. Accordingly, there is no unclaimed Share Application Money pending for refund as on March 31, 2021.

In terms of Sections 124 and 125 of the Companies Act, 2013 read with applicable rules made thereunder, during the year, the Company does not have any unpaid/unclaimed dividend amount and/or equity shares related thereto which is required to be transferred to Investor Education and Protection Fund and demat account of the Investor Education and Protection Fund Authority, respectively. However, following are the outstanding unpaid/unclaimed dividend amounts lying with the Company as on March 31, 2021:

Unclaimed and Unpaid Dividend:

Sr. Financial Year No. Amount (in ')
1. 2013-14 23,858
2. 2014-15 88,352
Total 1,12,210

The Unclaimed and Unpaid Dividend amount for the financial year 2013-14 as prescribed above and equity shares related thereto, as the case may be, are liable to be transferred to the Investor Education and Protection Fund and demat account of the Investor Education and Protection Fund Authority, respectively, on October 24, 2021, therefore members of the Company whose dividend amounts are held in the Unclaimed and Unpaid Dividend account of the Company are requested to claim the same at the earliest possible. The details of the members whose dividend amount and/or equity shares which are liable to be transferred to Investor Education and Protection Fund Authority and detailed procedure to claim the said amount will be made available on the website of Company at https:// www.iustdial.com/cms/investor-relations/unpaid-and- unclaimed-devidends

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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 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 airconditioning 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.

(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 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 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) 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 under review, is as under:

Sr. Particulars No. 2020-21 2019-20
1. Travelling and conveyance 968 5,02,682
2. Internet and server charges 13,19,717 17,63,752
3. Advertising and sales promotion - 30,19,329
4. Administrative Support Charges 11,02,411 78,29,072
5. Professional and Legal Expenses 11,11,500 -
6. Communication Cost 96,52,671 85,73,905
7. Staff Training 1,48,945 1,30,987
8. Computer Maintenance Expenses 12,168 -
9. Website Development 7,63,015 -
10. Recruitment Expenses 11,565 -
Total 1,41,22,960 2,18,19,727

32. EXTRACT OF THE ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of the Annual Return as on March 31, 2021 (excluding the details pertaining to the Annual General Meeting of the Company for the Financial Year 2020-2021 i.e. date of Annual General Meeting and Attendance of Directors at the Annual General Meeting as same is not available as on the date of this Report) is available on the Company's website and can be accessed at https://www.iustdial.com/cms/investor-relations/downloads. By virtue of amendment to Section 92(3) of the Companies Act, 2013 and rule 12 of the Companies (Management and Administration) Rules, 2014, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of this Report.

33. SECRETARIAL STANDARDS 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. MAINTENANCE OF COST RECORDS

Maintenance of cost records as prescribed by the Central Government under Section 148(1) of the Companies Act, 2013 is not applicable to the Company.

35. 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 complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, 3 cases related to sexual harassment were filed with the Internal Complaints Committee of the Company and all 3 cases have been satisfactorily resolved.

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

36. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report pursuant to Regulation 34 of Listing Regulations is presented in a separate section and forms part of this Annual Report.

37. EMPLOYEES' STOCK OPTION SCHEME

The Employees' Stock Option Schemes enable the Company to hire and retain the best talent for its senior management and key positions. The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the

Employees' Stock Option Schemes in accordance with the applicable SEBI Regulations.

The applicable disclosures as stipulated under the SEBI (Share Based Employee Benefits) Regulations, 2014 as on March 31,2021 (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 are disclosed on the Company's website which may be viewed at https:// www.iustdial.com/cms/investor-relations/downloads.

All the schemes i.e. 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 are in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014. There were no material changes in aforesaid schemes, during the year under review.

A certificate from the auditors of the Company stating that the Schemes have been implemented in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and in accordance with the resolution passed by the members shall be placed at the ensuing Annual General Meeting for inspection by members.

38. 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.

For and on behalf of the Board of Directors of Just Dial Limited
V. S. S. Mani V. Krishnan
Managing Director and Chief Executive Officer Whole-Time Director
(DIN: 00202052) (DIN: 00034473)
Registered Office:
Just Dial Limited
CIN: L74140MH1993PLC150054
Palm Court, Building - M,
501/B, 5th Floor, New Link Road,
Besides Goregaon Sports Complex,
Malad (West), Mumbai - 400 064
Website: www.iustdial.com
E-mail ID: investors@iustdial.com
Place: Mumbai
Date: May 14, 2021