General information about company

Scrip code 535648

NSE Symbol JUSTDIAL
MSEI Symbol JUSTDIAL
ISIN INE599M01018
Name of the entity JUST DIAL LIMITED
Date of start of financial year 01-04-2019
Date of end of financial year 31-03-2020
Reporting Quarter Yearly
Date of Report 31-03-2020
Risk management committee Applicable
Market Capitalisation as per immediate previous Financial Year Top 500 listed entities

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 Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory Textual Information(1)

Wether the listed entity has a Regular Chairperson Yes
Whether Chairperson is related to MD or CEO No
No of post of
No of
No of Number of Chairperson
Independent
Directorship memberships in Audit/
Directorship
Whether in listed in Audit/ Stakeholder
in listed
special entities Stakeholder Committee
Tenure entities
Title resolution Date of including Committee(s) held in listed Notes for Notes for
Name of Date Initial Date of including
(Mr Category 1 Category 2 Category 3 passed? passing Date of Re- Date of this listed including entities not not
Sr the PAN DIN of of director this listed
/ of directors of directors of directors
[Refer Reg. special appointment
cessation entity this listed including providing providing
Director Birth appointment (in entity
Ms) 17(1A) of resolution (Refer entity (Refer this listed PAN DIN
months) (Refer
Listing Regulation Regulation entity (Refer
Regulation
Regulations] 17A of 26(1) of Regulation
17A(1) of
Listing Listing 26(1) of
Listing
Regulations) Regulations) Listing
Regulations
Regulations)

Non-
12-
B. Executive - Shareholder
1 Mr AAEPB9965H 02792009 Chairperson 03- NA 02-08-2011 01-10-2019 104 1 1 0 1
Anand Independent Director
1964
Director

10-
V.S.S. Executive Not
2 Mr AFVPM2219M 00202052 CEO-MD 11- NA 05-12-2006 01-08-2016 1 0 2 0
Mani Director Applicable
1965

06-
Ramani Executive Not
3 Mr AADPI8602D 00033559 04- NA 28-10-2005 01-08-2019 1 0 1 0
Iyer Director Applicable
1969

14-
V. Executive Not
4 Mr ADCPC5846M 00034473 07- NA 28-10-2005 01-08-2016 1 0 0 0
Krishnan Director Applicable
1970

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 I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Wether the listed entity has a Regular Chairperson
No of post
of
No of Chairperson
No of Number of
Independent in Audit/
Directorship memberships
Directorship Stakeholder
Whether in listed in Audit/
in listed Committee
special entities Stakeholder
Tenure entities held in
Title resolution Date of including Committee(s) Notes for Notes for
Name of Category 2 Date Initial Date of including listed
(Mr Category 1 Category 3 passed? passing Date of Re- Date of this listed including not not
Sr the PAN DIN of of of director this listed entities
/ of directors of directors
[Refer Reg. special appointment
cessation entity this listed providing providing
Director directors Birth appointment (in entity including
Ms) 17(1A) of resolution (Refer entity (Refer PAN DIN
months) (Refer this listed
Listing Regulation Regulation
Regulation entity
Regulations] 17A of 26(1) of
17A(1) of (Refer
Listing Listing
Listing Regulation
Regulations) Regulations)
Regulations 26(1) of
Listing
Regulations)

Non-
09-
Sanjay Executive - Not Shareholder
5 Mr AAGPB7876B 00032590 11- NA 02-08-2011 01-10-2019 104 1 1 1 1
Bahadur Independent Applicable Director
1962
Director

Non-
07-
Malcolm Executive - Not Shareholder
6 Mr AAFPM7212B 00089757 06- NA 02-08-2011 01-10-2019 104 1 1 1 0
Monteiro Independent Applicable Director
1953
Director

Non-
Executive - 21-
Anita Not
7 Ms AFVPM2217F 02698418 Non 12- NA 24-09-2014 24-09-2014 1 0 0 0
Mani Applicable
Independent 1968
Director

Non-
Executive - 27-
Pulak Not
8 Mr AADPP1169J 00003557 Non 05- NA 26-10-2016 29-09-2017 3 1 1 0
Prasad Applicable
Independent 1968
Director

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 I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Wether the listed entity has a Regular Chairperson
No of post
of
No of Chairperson
No of Number of
Independent in Audit/
Directorship memberships
Directorship Stakeholder
Whether in listed in Audit/
in listed Committee
special entities Stakeholder
Tenure entities held in
Title resolution Date of including Committee(s) Notes for Notes for
Name of Category 2 Date Initial Date of including listed
(Mr Category 1 Category 3 passed? passing Date of Re- Date of this listed including not not
Sr the PAN DIN of of of director this listed entities
/ of directors of directors
[Refer Reg. special appointment
cessation entity this listed providing providing
Director directors Birth appointment (in entity including
Ms) 17(1A) of resolution (Refer entity (Refer PAN DIN
months) (Refer this listed
Listing Regulation Regulation
Regulation entity
Regulations] 17A of 26(1) of
17A(1) of (Refer
Listing Listing
Listing Regulation
Regulations) Regulations)
Regulations 26(1) of
Listing
Regulations)

Non-
18-
Bhavna Executive - Not Shareholder
9 Ms ABMPT0551E 07068339 03- NA 01-04-2019 01-04-2019 12 2 2 1 0
Thakur Independent Applicable Director
1976
Director

08-
Abhishek Executive Not
10 Mr AMTPB0750H 08580059 10- NA 21-10-2019 1 0 1 0
Bansal Director Applicable
1985

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 Text Block

1.       Directorship of Ms. Bhavna Thakur includes a Directorship in Debt Listed Private Limited
Company with BSE.

Textual Information(1) 2.       Ms. Bhavna Thakur is a Member of Audit Committee in a Debt Listed Private Limited Company
with BSE

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 Audit Committee Details
Whether the Audit Committee has a Regular Chairperson Yes
DIN Name of Committee Category 2 of Date of Date of
Sr Category 1 of directors Remarks
Number members directors Appointment Cessation
Non-Executive - Independent
1 02792009 B. Anand Chairperson 02-08-2011
Director
Non-Executive - Independent
2 00089757 Malcolm Monteiro Member 02-08-2011
Director
Non-Executive - Independent
3 00032590 Sanjay Bahadur Member 02-08-2011
Director
4 00202052 V.S.S. Mani Executive Director Member 27-01-2016

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 Nomination and remuneration committee
Whether the Nomination and remuneration committee has a Regular Chairperson Yes
DIN Name of Committee Category 2 of Date of Date of
Sr Category 1 of directors Remarks
Number members directors Appointment Cessation
Non-Executive - Independent
1 00089757 Malcolm Monteiro Chairperson 02-08-2011
Director
Non-Executive - Independent
2 00032590 Sanjay Bahadur Member 02-08-2011
Director
Non-Executive - Independent
3 02792009 B. Anand Member 27-01-2016
Director

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 Stakeholders Relationship Committee
Whether the Stakeholders Relationship Committee has a Regular Chairperson Yes
DIN Name of Committee Category 2 of Date of Date of
Sr Category 1 of directors Remarks
Number members directors Appointment Cessation
Non-Executive - Independent
1 00032590 Sanjay Bahadur Chairperson 02-08-2011
Director
2 00202052 V.S.S. Mani Executive Director Member 02-08-2011
3 00033559 Ramani Iyer Executive Director Member 02-08-2011
4 08580059 Abhishek Bansal Executive Director Member 24-07-2017
5 99999999 Manan Udani Member Member 21-10-2019

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 Risk Management Committee
Whether the Risk Management Committee has a Regular Chairperson Yes
DIN Name of Committee Category 2 of Date of Date of
Sr Category 1 of directors Remarks
Number members directors Appointment Cessation
Non-Executive - Independent
1 02792009 B. Anand Chairperson 20-10-2014
Director
Non-Executive - Independent
2 00032590 Sanjay Bahadur Member 20-10-2014
Director
3 00034473 V. Krishnan Executive Director Member 20-10-2014
4 08580059 Abhishek Bansal Executive Director Member 24-07-2017

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 Corporate Social Responsibility Committee
Whether the Corporate Social Responsibility Committee has a Regular Chairperson Yes
DIN Name of Committee Category 2 of Date of Date of
Sr Category 1 of directors Remarks
Number members directors Appointment Cessation
Non-Executive - Independent
1 02792009 B. Anand Chairperson 12-05-2014
Director
2 00202052 V.S.S. Mani Executive Director Member 12-05-2014
3 00034473 V. Krishnan Executive Director Member 12-05-2014
Non-Executive - Non
4 02698418 Anita Mani Member 27-01-2016
Independent Director

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 Other Committee
Sr DIN Number Name of Committee members Name of other committee Category 1 of directors Category 2 of directors Remarks

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 Annexure 1

Annexure 1
III. Meeting of Board of Directors
Disclosure of notes on meeting of board of
directors explanatory
Date(s) of Notes for Whether
Date(s) of meeting Maximum gap between Number of No. of Independent
meeting (if any) not requirement of
Sr (if any) in the any two consecutive (in Directors Directors attending
in the current providing Quorum met
previous quarter number of days) present* the meeting*
quarter Date (Yes/No)
1 21-10-2019 Yes 7 3
2 20-01-2020 90 Yes 10 4

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 Annexure 1

IV. Meeting of Committees

Disclosure of notes on meeting of committees explanatory
No. of
Whether
Date(s) of meeting (Enter Maximum gap Reson for Number Independent
Name of requirement
Name of dates of Previous quarter and between any two not of Directors
Sr other of Quorum
Committee Current quarter in consecutive (in providing Directors attending
committee met
chronological order) number of days) date present* the
(Yes/No)
meeting*
Audit
1 21-10-2019 Yes 3 2
Committee
Audit
2 20-01-2020 90 Yes 4 3
Committee
Corporate
Social
3 21-10-2019 Yes 3 0
Responsibility
Committee
Corporate
Social
4 20-01-2020 90 Yes 4 1
Responsibility
Committee
Risk
5 Management 20-01-2020 Yes 4 2
Committee

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 Annexure 1

V. Related Party Transactions

Compliance status If status is “No” details of non-
Sr Subject
(Yes/No/NA) compliance may be given here.
1 Whether prior approval of audit committee obtained Yes
2 Whether shareholder approval obtained for material RPT NA
Whether details of RPT entered into pursuant to omnibus approval
3 NA
have been reviewed by Audit Committee

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 Annexure 1

VI. Affirmations
Compliance
Sr Subject status
(Yes/No)
The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements)
1 Yes
Regulations, 2015
The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements)
2 Yes
Regulations, 2015
a. Audit Committee
The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements)
3 Yes
Regulations, 2015. b. Nomination & remuneration committee
The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements)
4 Yes
Regulations, 2015. c. Stakeholders relationship committee
The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements)
5 Yes
Regulations, 2015. d. Risk management committee (applicable to the top 500 listed entities)
The committee members have been made aware of their powers, role and responsibilities as specified in SEBI
6 Yes
(Listing obligations and disclosure requirements) Regulations, 2015.
The meetings of the board of directors and the above committees have been conducted in the manner as specified in
7 Yes
SEBI (Listing obligations and disclosure requirements) Regulations, 2015.
8 This report and/or the report submitted in the previous quarter has been placed before Board of Directors. Yes

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 Annexure 1

Sr Subject Compliance status

1 Name of signatory Manan Udani
2 Designation Company Secretary and Compliance Officer

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 Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)
I. Disclosure on website in terms of Listing Regulations
Compliance status If status is “No” details of non-compliance
Sr Item Web address
(Yes/No/NA) may be given here.
1 Details of business Yes www.justdial.com
Terms and conditions of appointment of
2 Yes www.justdial.com
independent directors
Composition of various committees of board
3 Yes www.justdial.com
of directors
Code of conduct of board of directors and
4 Yes www.justdial.com
senior management personnel
Details of establishment of vigil mechanism/
5 Yes www.justdial.com
Whistle Blower policy
Criteria of making payments to non-executive The same has been disclosed in the Annual
6 No
directors Report of the Company.
Policy on dealing with related party
7 Yes www.justdial.com
transactions
8 Policy for determining ‘material’ subsidiaries Yes www.justdial.com
Details of familiarization programmes
9 Yes www.justdial.com
imparted to independent directors

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 Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)
I. Disclosure on website in terms of Listing Regulations
Compliance If status is “No” details
Sr Item status of non-compliance may Web address
(Yes/No/NA) be given here.
Contact information of the designated officials of the listed entity who
10 Yes www.justdial.com
are responsible for assisting and handling investor grievances
11 email address for grievance redressal and other relevant details Yes www.justdial.com
12 Financial results Yes www.justdial.com
13 Shareholding pattern Yes www.justdial.com
Details of agreements entered into with the media companies and/or
14 NA
their associates
Schedule of analyst or institutional investor meet and presentations
15 made
by the listed entity to analysts or institutional investors Yes www.justdial.com
simultaneously with
submission to stock exchange
16 New name and the old name of the listed entity NA
17 Advertisements as per regulation 47 (1) Yes www.justdial.com
18 Credit rating or revision in credit rating obtained NA
Separate audited financial statements of each subsidiary of the listed
19 Yes www.justdial.com
entity
in respect of a relevant financial year
Whether company has provided information under separate section on
20 Yes www.justdial.com
its website as per Regulation 46(2)
21 Materiality Policy as per Regulation 30 Yes www.justdial.com
22 Dividend Distribution policy as per Regulation 43A (as applicable) Yes www.justdial.com
It is certified that these contents on the website of the listed entity are
23 Yes www.justdial.com
correct

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 Annexure II

II. Annual Affirmations

Compliance
Regulation If status is “No” details of non-
Sr Particulars status
Number compliance may be given here.
(Yes/No/NA)
Independent director(s) have been appointed in terms of 16(1)(b) &
1 Yes
specified criteria of ‘independence’ and/or ‘eligibility’ 25(6)
17(1),
2 Board composition 17(1A) & Yes
17(1B)
3 Meeting of Board of directors 17(2) Yes
4 Quorum of Board meeting 17(2A) Yes
5 Review of Compliance Reports 17(3) Yes
6 Plans for orderly succession for appointments 17(4) Yes
7 Code of Conduct 17(5) Yes
8 Fees/compensation 17(6) Yes
9 Minimum Information 17(7) Yes
10 Compliance Certificate 17(8) Yes

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 Annexure II

II. Annual Affirmations

Regulation Compliance status If status is “No” details of non-compliance
Sr Particulars
Number (Yes/No/NA) may be given here.
11 Risk Assessment & Management 17(9) Yes
Performance Evaluation of Independent
12 17(10) Yes
Directors
13 Recommendation of Board 17(11) Yes
14 Maximum number of Directorships 17A Yes
15 Composition of Audit Committee 18(1) Yes
16 Meeting of Audit Committee 18(2) Yes
Composition of nomination & remuneration
17 19(1) & (2) Yes
committee
Quorum of Nomination and Remuneration
18 19(2A) Yes
Committee meeting
Meeting of Nomination and Remuneration
19 19(3A) Yes
Committee
Composition of Stakeholder Relationship 20(1), 20(2) &
20 Yes
Committee 20(2A)

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 Annexure II

II. Annual Affirmations

Regulation Compliance status If status is “No” details of non-
Sr Particulars
Number (Yes/No/NA) compliance may be given here.
21 Meeting of Stakeholders Relationship Committee 20(3A) Yes
Composition and role of risk management
22 21(1),(2),(3),(4) Yes
committee
23 Meeting of Risk Management Committee 21(3A) Yes
24 Vigil Mechanism 22 Yes
23(1),(1A),(5),
25 Policy for related party Transaction Yes
(6),(7) & (8)
Prior or Omnibus approval of Audit Committee for
26 23(2), (3) NA
all related party transactions
27 Approval for material related party transactions 23(4) NA
Disclosure of related party transactions on
28 23(9) Yes
consolidated basis
Composition of Board of Directors of unlisted
29 24(1) NA
material Subsidiary
Other Corporate Governance requirements with 24(2),(3),(4),(5)
30 Yes
respect to subsidiary of listed entity & (6)

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 Annexure II

II. Annual Affirmations

Compliance
Regulation If status is “No” details of non-
Sr Particulars status
Number compliance may be given here.
(Yes/No/NA)
31 Annual Secretarial Compliance Report 24(A) Yes
32 Alternate Director to Independent Director 25(1) NA
33 Maximum Tenure 25(2) Yes
25(3) &
34 Meeting of independent directors Yes
(4)
35 Familiarization of independent directors 25(7) Yes
25(8) &
36 Declaration from Independent Director Yes
(9)
37 D & O Insurance for Independent Directors 25(10) Yes
38 Memberships in Committees 26(1) Yes
Affirmation with compliance to code of conduct from members of
39 26(3) Yes
Board of Directors and Senior management personnel
40 Disclosure of Shareholding by Non-Executive Directors 26(4) Yes
Policy with respect to Obligations of directors and senior 26(2) &
41 Yes
management 26(5)
Any other information to be provided - Add Notes

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 Annexure II

1 Name of signatory Manan Udani

2 Designation Company Secretary and Compliance Officer

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 Annexure II

III. Affirmations
Compliance status
Sr Particulars
(Yes/No/NA)
The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with
1 Yes
respect to subsidiary of Listed Entity have been complied
Any other information to be provided

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 Annexure II

1 Name of signatory Manan Udani

2 Designation Company Secretary and Compliance Officer

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 Signatory Details

Name of signatory Manan Udani

Designation of person Company Secretary and Compliance Officer
Place Mumbai
Date 22-04-2020

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