Dear Members,
The Board of Directors present the Company's Twenty Ninth Annual
Report and the Company's audited financial statements for the financial year ended
March 31, 2023.
Financial Results
The Company's financial performance (standalone and consolidated)
for the year ended March 31,2023 is summarised below:
Particulars |
Standalone |
Consolidated |
|
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 Company's affairs
Highlights of the Company's 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 Company's 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 government's 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 India's 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:
Interactive content with videos, images, description,
specification, price, minimum order quantity, digital and PDF catalogues
Digital company catalogue carousel allows sellers to showcase
their extensive range of offerings
Related category carousel and tags such as Trending',
Most searched', Number of enquiries served', Response
time', Manufacturer' on listing help buyers in their decision-making
process
Personalised homepage based on various learnings from search
history and business type
Communication tools to send e-mail enquiry, call, and chat
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
Tools that simplify on boarding for sellers and help them run
their online business. These include catalogue management, real-time lead management, RFQ
monitoring and chats with buyers
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
Tags for businesses like Verified' and
Trust' that induce a strong sense of trust among the buyers and simplifies the
selection process
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 friend's 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 Company's 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 (Listing Regulations'), 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
Act') 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 Company's 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 Company's 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 Company's 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 Meetings of the Board of Directors' and
General Meetings' respectively.
Directors' 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 (SEBI').
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 Company's
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 arm's 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 Company's 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 (CSR') Committee's
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
Corporate Social Responsibility Policy' (CSR Policy').
The CSR policy, formulated by the CSR Committee and approved by the
Board, continues unchanged. The policy can be accessed on the Company's 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 Company's 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:
providing assurance regarding the effectiveness and efficiency
of operations;
efficient use and safeguarding of resources;
compliance with policies, procedures and applicable laws and
regulations; and
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 Company's 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 (SS-2') 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 Directors'
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:
Mr. V. S. S. Mani (DIN: 00202052), Managing Director and Chief
Executive Officer
Mr. Abhishek Bansal, Chief Financial Officer
Mr. Manan Udani, Company Secretary.
Policy on Directors' and Senior Managerial Personnel Appointment
and Remuneration
The Nomination and Remuneration Policy as approved by the Board is
available on the Company's 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 Company's
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 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 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.
Employees' Stock Option Schemes
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 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 (ESOP Schemes
of the Company') are disclosed on the Company's 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 Auditors' 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 Auditors'
Report are self-explanatory and do not call for any further comments. The Auditors'
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:
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.
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.
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.
Stakeholders' Relationship Committee
The Stakeholders' Relationship Committee comprises of Mr. Sanjay
Bahadur, (Chairman), Mr. V.S.S. Mani and Ms. Bhavna Thakur.
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 (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 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 (POSH Act')
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.
(C) Foreign Exchange Earnings and Outgo
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 Company's 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 investors@iustdial.com.
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:
Details relating to deposits covered under Chapter V of the Act.
Issue of equity shares with differential rights as to dividend,
voting or otherwise.
Issue of equity shares (including sweat equity shares) to
employees of the Company under any scheme save and except Employees' Stock Options
Schemes referred to in this Report.
The Managing Director of the Company does not receive any
remuneration or commission from its holding or subsidiary Companies.
No significant or material orders were passed by the Regulators
or Courts or Tribunals which impact the going concern status and Company's operations
in future.
No fraud has been reported by the Auditors to the Audit
Committee or the Board.
There has been no change in the nature of business of the
Company.
Issue of debentures / bonds / warrants / any other convertible
securities.
Scheme of provision of money for the purchase of its own shares
by employees or by trustees for the benefit of employees.
There was no instance of one-time settlement with any Bank or
Financial Institution.
There is no proceeding pending under the Insolvency and
Bankruptcy Code, 2016.
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 |
Date: April 17, 2023 |
DIN: 00202052 |
|