Just Dial Limited — Board/Management Information 2019

Sep 30, 2019

September 30, 2019

BSE LimitedDepartment ofCorporate ServicesListing DepartmentP J TowersDalal StreetMumbai - 400001Scrip Code: 535648	National StockExchange of IndiaLimitedListing DepartmentExchange PlazaPlot no. C/1, G BlockBandra Kurla Complex,Bandra (East),Mumbai - 400051	Metropolitan StockExchange of India Limited4th Floor, Vibgyor Towers,Plot No. C 62,G Block, Opp. Trident Hotel,Bandra Kurla Complex,Bandra (East),Mumbai - 400098Scrip Symbol: JUSTDIAL
	Scrip Symbol: JUSTDIAL

Dear Sir/Madam,

Subject: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulation")

With reference to captioned subject, we hereby inform that the Members of the Company in their 25th Annual General Meeting held on Monday, September 30, 2019 has considered and approved the following appointment/re-appointment of Directors and Statutory Auditors:

• Re-appointment of Mr. Pulak Chandan Prasad (DIN:00003557), as a Director, $1.$ liable to retire by rotation.
• Appointment of M/s. Deloitte Haskins and Sells LLP, Chartered Accountants $2.$ (Firm Registration No. 117366W/W-100018), as Statutory Auditors of the Company in the place of M/s. S. R. Batliboi & Associates LLP, Chartered Accountants, retiring Statutory Auditors and to fix their remuneration.
• Re-appointment of Mr. Ramani Iyer (DIN:00033559) as a Whole-time Director of $3.$ the Company.
• Appointment of Ms. Bhavna Thakur (DIN:07068339) as an Independent Director 4. of the Company.
• Re-appointment of Mr. B. Anand (DIN:02792009) as an Independent Director of 5. the Company.

Just Dial Limited

CIN NO: L74140MH1993PLC150054

Registered & Corporate Office: Palm Court Building M, 501/B, 5th Floor, New Link Road, Besides Goregaon Sports Complex, Malad West, Mumbai - 400064 Tel.: 022-28884060 / 39808795 · Fax: 022-28893789

Mumbai, Delhi, Kolkata, Chennai, Bangalore, Pune, Hyderabad, Ahmedabad, Coimbatore, Jaipur and Chandigarh

• Re-appointment of Mr' Marcorm Monteiro (DrN:000g9757) as an rndependent Director of the Company.
• 7 Re-appointment of Mr. sanjay Bahadur (DIN:000325g0) as an rndependent Dlrector of the Company.

tg q"l1',lr required under Reguration 30 0f the sEBr (L.DR) Regurations, 2015 read with sEBr circurar No. crR lcro tcMD / 41 ;,ts, oat6o slptemu"i oir,iors, pertaining to aforesaid appointmenure-appointments iie enctosed from Annexure I to Annexure 7.

We request you to take the same on record.

Thanking You,

Yours faithfully,

Details required under nggy]{ion 30 of SEB| (LODR) Regutations, 2O1S read along with sEBr circurar crRvcFD/.MD t4t2olsuatlJ septemoer 09, 20f S

		Mr. Pulak CtrinOan prasaA
	Reason. tor ffiresignation, removal, death or otherwise	Re-appointment as a Directorliable to retire by rotation
	Dateof appo@	Director liabte A retire by
	Blef Prolle ln case of appOintment)	Pulak Prasad ls a Nonlndependent, Non-ExecutiveDirector of the Company. Hewas appointed asanAdditional Director of theCompany on October 26,2016. He holds engineeringdegree from llT Delhi. He hasapproximately 24 years ofexperience in the fields ofmanagement consulting andinvesting. He ls cunen yManaging Director of NatandaCapital. He has previouslyworked with Warburg pincus,M c Ki nsey, a nd lJ n i I eve r.
	Disclosureof RelationshipsbetweenDirect,crs--(in case of appointment of Director)	Not related to any Director@

S:.No.	Particulars	Mr. Ramani lyer
	Keason. ror change viz.appointment,resignation, removal, death or otherwise	Re-appointment as a Wholetime Director
2	uare or appolntmenU cessation and term ofappointment	Re-appointment commenctngfrom August 1, 2019 to July31 , 2024 for a period of 5years.
	I Brief Profite fit;ase of appointrnent)	Mr. Ramani tyer is a Nonlndependent, Whole-timeDirector of the Company. Hewas appointed as a Directorof the Company on October28, 2005. He has beenassocrafed with the Companyslnce its incorporation andhas approximately 26 years ofexperience, working with theCompany in the field ofstrategic planning andexecution. He is a co-founderof the Company and hasplayed a key role withresponsibilities includingbuslnessdevelopment,buslnessexpansion,operations, strategic planningand execution.
4	Disclosure of Relationships between Direciors(in case of appointment of Director)	Mr. V. S. S Mani and Mr.V. Kishnan are the brothersof Mr. Ramani lyer andMrs. Anita Mani is wife ofMr. V. S. S Mani.

SI. No.	Particulars	Mr. B. Anand
1.	Reasonforchangeviz.appointment,resignation, removal, death or otherwise	Re-appointmentasanIndependent Director
2.	Date of appointment/ cessation and term ofappointment	Re-appointment commencingfrom October 1, 2019 toSeptember 30, 2024 for a
3.	Brief Profile (in case of appointment)	period of 5 consecutive years.Mr. B. Anand is the ChairmanandanIndependentNon-Executive Director of theCompany. He was appointedas an Independent Director ofthe Company on August 02,2011. He has approximately32 years of experience in thefields of corporate finance,strategy and investmentbanking. He is currently theChief Executive Officer ofNayara Energy Limited. Hehas previously worked withTrafiguraIndiaPrivateLimited,FutureGroup,Vedanta Resourcesplc,MotorolaIndiaPrivateLimited, Credit Lyonnais BankSA, HSBC Bank plc,Infrastructure LeasingandFinancial ServicesLimitedand Citibank, N.A.
4.	Disclosure of Relationships between Directors(in case of appointment of Director)	Not related to any Director (s)

H

Sl.No.	Particulars	Mr. Sanjay Bahadur
	Reason for change viz. appointment,resignation, removal, death or othenrise	Re-appointmenf asanlndependent Director
2.	Dale of appointmenV cessation and term ofappointment	Re-appointment commencing, 2019 tofrom October1September 30, 2024 for aperiod of 5 consecutive years.
3	Brief Profile (in case of appointment)	Area Mr. Sanjay Bahadur isanlndependent, NonExecutive Director of theCompany. He was appointedas an lndependent Director ofthe Company on August 02,2011. He has over threedecades of experience in thefield of construction. He ispresently the Chief ExecutiveOfficer of Pidilite lndustriesLimited follsGlobalConstructions and Chemicalsdivision. He has previouslyworked with Larsen & ToubroLimited, Aeons ConstructionProducts Limited, UnitechPrefab Limited and ACCConcrete Limited.
4	Disclosure of Relationships between Directors(in case of appointment of Director)	Not related to any Director (s)

Sl.No.	Particulars	Mr. Malcolm Monteiro
	Reason for cnange--viZ--apffitnrent,resignation, removal, death or othenivise	Re-appointment asanlndependent Director
2	Date of appointmenu cessation and t,erm ofappointment	Re-appointment commencingfrom October 1,2019 toSeptember 30, 2024 tor aperiod of 5 consecutive years.
3	Brief Profile (in case ot apporntmenty	Mr. Malcolm Monteiro anlndependent, Non-ExecutiveDirector of the Company. Hewas appointed asanlndependent Director of theCompany on August 02,2011. He ls the ChiefExecutive Officer -lndiaDHL e-Commerce. He is alsoa Director on the Board ofBlue Dart Express Limitedand has good experience inthe fields ofbusrnessmanagement.
4	Disclosure of Relationships between Directors(in case of appointment of Director)	Not related to any Director (s)

SI. No.	Particulars	Ms. Bhavna Thakur
1.	Reasonforchangeviz.appointment,resignation, removal, death or otherwise	AppointmentasanIndependent Woman Director
2.	Date of appointment/ cessation and term ofappointment	Commencing from April 1,2019 to March 31, 2024 for aperiod of 5 consecutive years.
3.	Brief Profile (in case of appointment)	Ms. Bhavna Thakur is HeadCapital Marketsof _atEverstone. Everstone is anIndia and South East Asiafocused Private Equity andRealEstateInvestor,Headquartered in Singapore,Everstonehad165employees across 5 offices(Singapore, Mumbai, Delhi,Bengaluru and Mauritius) andmanages over USD 5 billion,She has over 21 years ofcorporate finance, investmentbanking, M&A and capitalmarketsexperience.Previously, she worked withCitigroup, Morgan Stanley inMumbai and Paul Weiss,Wharton Garrison LLP andDavis Polk and Wardwell LLPLondon and New York.inrespectively.
4.	Disclosure of Relationships between Directors(in case of appointment of Director)	Not related to any Director (s)

Sl.No.	Particulars	M/s. Deloifte Haskins and Sells
		LLP, Chartered Accountants
		(Firm Registration No.
	Reason for change viz. appointment,	r 1 7366WW-100018)
	resignation, removal, death or otheMise	Pursuant to section 139 of the
		Companies Act, 2013, term ofexisting Statutory Auditor, M/s.
		S. R. Batliboi & Assocrafes LLP,
		Chartered Accountants expired
		in25n Annual General
		Meeting and the Company is
		required toappoint new
		Statutory Auditors ofthe
		Company in their place.
2	Date of appointmenV cessation and term of	Appointed as Statutory Auditors
	appointment	for a term of 5 (five) consecutive
		years from the ensuing 25th
		Annual General Meeting till the
		conclusion of30th Annual
		General Meeting
3	Brief Profile (in case of appointment)	Deloitte Haskins and Sells LLP isa leading audit firm in lndia with
		over 2,500 employees, 80
		partners and 79 directors. As a
		firm, Deloitte lndia (all functions
		including audit, tax, financial
		advisory and consulting) has
		over 10,000 professionals, 403
		partners and 500 directors. ln
		Mumbai, Deloitte lndia has over
		170 partners, 220 directors and
		over 4,400 professionals. ln
		Mumbai audit function itself,
		Deloitle has 36 partners, 44
		directors and more than '1,000
		professionals.

		Deloitte India has nearly 125
		years history in India. Deloitte
		India has offices in 14 cities
		across India. Deloitte Haskins &
		Sells LLP ('DHS LLP' or 'the
		firm') is a member of Deloitte
		Haskins & Sells & Affiliates being
		the Network of Firms registered
		with the ICAI. DHS LLP is also a
		member firm of Deloitte. DHS
		LLP and its affiliate firms in India
		(collectively referred toas
		'Deloitte India') leverage global
		tools, technology, andbest
		practices of Deloitte.
		The Deloitte India Audit and
		Assurance practice provides
		professional services to some of
		the largest and most reputed
		companiesvariousacross
		sectors. Current audit client
		portfolio includes ACC, ITC,
		Infosys. Wipro, Larsen & Toubro,
		Piramal Enterprises, IDFC Bank,
		Airtel, Asian Paints etc.
4.	Disclosure of Relationships between Directors	Not Applicable
	(in case of appointment of Director)

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