Code of

Business Conducts
&
Ethics

Policy Number: JD/ CG /002

Version Number & Date: Version 1.1 dated October 3, 2014
Superseded Version Number & Date (if applicable): Version
1.0 dated June 01, 2013

Approved Date: June 01, 2013

Effective Date: June 01, 2013
Amended on: October 3, 2014.
Amended on: April 21, 2015.

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 Contents

Introduction 3

Applicability 3

Ethics Officer 3

Chief Investor Relation Officer 3

Key Requirements 4

Enforcement of Code of Conduct and Reporting Procedure 10

Waiver and Amendments of The Code 10

Insertion of The Code In Website 10

Affirmation of Compliance of The Code 11

Acknowledgement of Receipt of The Code 11

Attachment to the Annual Report 11

Appendix 1 12

Appendix 2 13

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1) Introduction
A business is built on trust and reputation. Trust and mutual respect among employees
and users are the foundation of Just Dial’s success, and they are something we (Just
Dial) need to earn every day. Our aim is to provide fast, free, reliable and comprehensive
information to our users and connect buyers to sellers.

The Guidelines for Ethical Business Conduct serves as a guide for our daily business
interactions, reflecting our standard for proper behaviour and our corporate values. This
guideline is derived from three interlinked fundamental principles, viz. good corporate
governance, good corporate citizenship and exemplary personal conduct. We share the
responsibility for protecting and advancing the Company's reputation, and ethics and
values must drive our business strategies and activities.

While our guideline for ethical business conduct does not address every conceivable
situation that you may encounter; it does provide straightforward information about the
Company's operating principles and how Associates and Branches of Just Dial are
expected to conduct themselves.

2) Applicability
This Code of Business Conducts and Ethics (hereinafter referred as ‘the Code’ or ‘this
Code’) is applicable to directors and Senior Management Personnel of Just Dial, as
decided by the Board of Directors.

Just Dial requires its suppliers, service providers, agents, channel partners (dealers,
distributors and others) to conduct their businesses in a legal and ethical manner.

All new hires must undergo the Code training as part of their induction programs In any
case, directors and Senior Management Personnel must follow and abide by the Code
even if they fail to confirm.

3) Ethics Officer.
“Ethics Officer” shall mean:
(a) Chairman of the Audit Committee in case of Directors; and
(b) MD/ CFO/Deputy CFO in case of other employees.

4) Chief Investor Relation Officer.

“Chief Investor Relation Officer” Shall mean any officer appointed by the Company with such
designation to supervise, monitor and comply with the “code of Fair Disclosure” as
established by the Company

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5) Key Requirements
Each Employee shall conduct himself or herself within the authority conferred upon them
and must not engage in unethical conduct. This code attempts to describe some of the
examples of ethical conduct for reference of those covered in this code:

Honest and Ethical Conduct

The Directors and Senior Management Personnel shall act in accordance with the highest
standards of personal and professional integrity, honesty and ethical conduct not only on
Company's premises & offsite but also at company sponsored business, social events
etc. They shall act and conduct themselves free from fraud and deception.

Confidentiality
The Directors and Senior Management Personnel shall maintain the confidentiality of
unpublished price sensitive information of the Company or that of any customer, supplier
or business associate of the Company to which Company has a duty to maintain
confidentiality, except when disclosure is authorized or legally mandated. The use of
confidential information or Unpublished Price Sensitive information for his/her own
advantage or for trading purpose there by making profit is also prohibited.

Fair Dealing
The Directors and Senior Management Personnel should deal fairly with customers,
suppliers, and competitors of the company. They should not take unfair advantage of
anyone through manipulation, concealment, abuse of confidential, proprietary or trade
secret information, misrepresentation of material facts, or any other unfair dealing-
practices.

Avoid Conflicts of Interest

The Directors and Senior Management Personnel should be scrupulous in avoiding
‘conflicts of interest' with the Company. In case there is likely to be a conflict of interest,
he/she should make full disclosure of all facts and circumstances thereof and obtain prior
written approval from the Ethics Officer.

A conflict of interest may arise:

a. When any Employee takes action or has interests that may make it difficult to perform
his or her work objectively and effectively,
b. The receipt of any personal benefit by a member of his or her family from any supplier,
Customer or competitor of the Company unless disclosed to Ethics Officer,
c. Any outside business activity that detracts an individual's ability to devote appropriate
time and attention to his or her responsibilities with the Company,
d. The receipt of non-nominal gifts or excessive entertainment (worth over Rs. 2,500/-)
from any person/company with which the Company has current or prospective
e. Any investment interest by Director or Senior Management Personal or their relative,
who is in possession of any unpublished price sensitive information, in any supplier,
customer, or competitor of the Company,

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 f. Any consulting or employment relationship with any supplier, customer, business
associate or competitor of the Company.

Employment of Relatives
Members of a Employee immediate family may be considered for employment on the
basis of their qualifications. Immediate family members may be hired, if such employment
would:
Not create a direct supervisor/subordinate relationship with a family member.
Not create a conflict of interest.

The purpose of this policy is to prevent the organizational impairment and conflicts that
are a likely outcome of the employment of relatives or significant others, especially in a
supervisor/subordinate relationship. Wilful withholding of information regarding a
prohibited relationship/reporting arrangement may be subject to corrective action, up to
disciplinary action including termination. If a prohibited relationship exists or develops
between two employees, both employees involved must bring this to the attention of
his/her supervisor and HR Manager.

This policy must also be considered when assigning, transferring or promoting a Senior
Management Personnel. For the purpose of this policy, immediate family includes: parent
(including step parent), grandparent, spouse, son, daughter, sibling (including half or step
brother or sister), mother-in-law, father-in-law, sister-in-law, brother-in-law, son-in-law,
and daughter-in-law and step-child. This policy also applies to close personal
relationships.

Employee who marry or establish a close personal relationship may continue employment
as long as it does not result in the above conflicts. If one of the situations outlined above
shall occur, attempts will be made to find a suitable position to which one of the
employees will be transferred. If accommodations of this nature are not feasible, the
employees involved will be permitted to determine which of them will resign.

Drugs and Alcohol

Any employee, who is found to be under the influence of or using, or possessing illegal
drugs on Just Dial or customer premises or while conducting Just Dial business, is
subject to disciplinary action, including possible termination. While conducting Just Dial’s
business, employees are advised not to be under the influence of alcohol or other similar
substances or improperly use medication in any way that could diminish — or raise
questions concerning —ability to perform their job or result in their doing things that might
be harmful to Just Dial.

Protection and Proper Use of Company's Assets

All Directors and Employees should protect Company's assets and property and ensure
its efficient use. Theft, carelessness, and waste of the Company's assets and property
have a direct impact on the Company's profitability. Company's assets should be used
only for legitimate business purposes.

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 Equal employment opportunity, Prohibiting Discrimination & Harassment
Just Dial strives to hire and promote people on the basis of their qualifications,
performance, and abilities, and is determined to provide a work environment free of any
form of illegal discrimination both direct and indirect, including, but not limited to, sexual
harassment. Further, Just Dial is committed to maintaining a workplace where each
employee's privacy and personal dignity are respected and protected from offensive or
threatening behaviour including violence.

Just Dial perceives harassment as a form of discrimination that is offensive, undermines

the integrity of employment relationships and causes serious harm to the productivity,
efficiency and stability of the organisation. Harassment may include (but is not limited to)
making unwelcome sexual advances, sending or displaying obscene or racist materials,
or sending or telling offensive jokes or comments, verbally or otherwise. Harassment can
be verbal, physical or visual behaviour where the purpose or effect is to create an
offensive, hostile or intimidating environment. Just Dial endeavours to ensure a congenial
environment where employees can work without any inhibition and contribute their best
without fear or favour. Any employee who engages in such prohibited conduct will be
subject to disciplinary action.

Employees shall refrain from taking discriminatory actions or decisions which are contrary
to the letter or spirit of this Code.

If employees believe that they have witnessed or are being subjected to discrimination or
harassment, they shall immediately report the matter using the reporting procedures as
mentioned in the Code. Just Dial views reports of retaliation seriously. Anyone found to
have retaliated against another individual will face disciplinary action.

In addition, the Company will not tolerate sexual harassment by or against third parties on
the Company’s premises

Electronic Resources Usage

The purpose of this policy is to make sure that employees utilize electronic
communication devices in a legal, ethical and appropriate manner. Electronic
communication devices are provided to employees for business purposes and to enable
employees to perform official responsibilities more efficiently. Employees may be allowed
to use electronic communication devices for reasonable personal purposes in accordance
with the Company policy.

Employees must ensure that the content of text, audio or images that they place, send or
forward over the internet or intranet are:
Not inappropriate, obscene or capable of harassing others,
Not have a racial or sexual slur, political or religious solicitations.

Employees must not indulge in any unlawful activities such as:

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 Accessing unauthorized resources,
Hacking,
Introducing any computer contaminant or computer virus, and
Committing any other acts that may disrupt use of the electronic resources.
Unauthorised usage of data of the company.

Misuse of electronic resources by employees may result in the breach of confidentiality

obligations or violation of the Intellectual Property rights relating to Just Dial or third
parties. Employees must ensure that all proprietary material acquired by use of the
electronic resources have been obtained through valid licenses from the suppliers or
proprietors. Just Dial may monitor and record your use of company equipment and
services at any time. However, Just Dial does not guarantee any right to privacy even on
personal mails routed through Just Dial’s IT systems and networks.

Maintaining / Managing Records

The purpose of this policy is to set forth and convey Just Dial's business and legal
requirements in managing records, including all recorded information regardless of
medium or characteristics. Records include paper documents, CDs, computer hard disks,
email, floppy disks, microfiche, microfilm or all other media. Just Dial is required by the
central, local, state, and other applicable laws, rules and regulations, to retain certain
records and to follow specific guidelines in managing its records. Civil and criminal
penalties for failure to comply with such guidelines can be severe for employees, agents,
contractors and Just Dial, and failure to comply with such guidelines may subject the
employee, agent or contractor to disciplinary action, up to and including termination of
employment or business relationship at Just Dial's sole discretion.

Media and Advertisement

Selected persons with the help/permission of Chief Investor relation officer who are
authorized to speak shall only attempt to speak or share or communicate any non-public
information regarding Just Dial with media, analyst, investors or anyone outside Just Dial.
If any employee is contacted for an interview, comments, or other information by the
media, analyst, investor or anyone outside Just Dial, employee must speak only if they
have been authorized or refer them to Media Relations or Investor Relations teams of
Company. Under no circumstances must an employee attempt to speak on a no name
basis. In this context it is important that all statements to the media shall be true and fair,
for which purpose each business unit and division shall have selected persons who are
authorized to speak to media on identified subjects.

Intellectual Property
All employees have an utmost obligation to themselves to identify and protect the
intellectual properties, trade secrets and other confidential information owned by Just Dial
and it’s customers or associates because it is critical to our success.

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 By Intellectual Property Rights (“IPR”) it means generally patented or potentially
patentable inventions, trademarks, service marks, trade names, copyrightable subject
matter, and trade secrets.

Employees must use proprietary material of others only under valid license and only in
accordance with the terms of such a license.

Unauthorized receipt or use of the intellectual property of others may expose Just Dial to
civil law suits and damages. Employees are advised to follow all Just Dial procedures,
including those governing the appropriate handling of unsolicited intellectual property.
Employees shall not use copyrighted materials without appropriate permission. Always
consult the Legal Department whenever an IPR issue is involved and employees are not
clear on the course of action to be taken. As regards licensed software or any “freeware”
or “free-trial” third-party software to be downloaded from the internet, employees are
strictly advised to follow the controls and procedures laid by Just Dial. Employees must
ensure that Third Party Intellectual Property could be used only in accordance with the
license agreement. Information/data available in the public domain can be relied on but
mere duplication of the same in any presentation must not be done.

Insider Trading and Unfair Trade Practices in the Securities Market

Insider trading generally involves the act of subscribing, buying, selling, dealing, or
agreeing to subscribe, buy, sell, deal in any securities, and "trade" of Just Dial Limited
(the ‘Company’), when in the possession of any unpublished price sensitive information
about the Company. It also involves disclosing any unpublished price sensitive
information about the Company to others who could subscribe, buy, sell, deal, or agree to
subscribe, buy, sell, deal in any securities, and "trade" of the Company.

As a general rule, directors or senior management and every employee of the Company
must not;

a. make any specific statement or disseminate any specific information, when such a
statement or information is likely to affect the trade or market price of securities.
b. deal in securities, directly or indirectly with the only intention of artificially raising or
depressing the prices of securities and thereby inducing sale or purchase of securities,
or with the only intention of inflating, depressing or causing fluctuations in the market
price of securities
c. indulge in any act which is intended to create a false or misleading appearance of
trading in the securities market or results in reflection of prices of securities based on
transactions that are not genuine trade transactions

Anti-bribery (Dealings with Government)

A bribe is giving or offering to give anything of value to a government official to influence
a discretionary decision. Examples of bribes include payment to a government official to
encourage a decision to award or continue business relations, to influence the outcome of
a government audit or inspection, or to influence tax or other legislation. Other payments
to government officials also may constitute bribes in some jurisdictions.

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 Consult Company legal counsel regarding local anti-bribery laws. A payment to a
government official may be allowable under certain narrow exceptions. Obtain approval
from Company legal counsel before making any such payment. In some circumstances,
legal counsel may be able to provide blanket approvals for certain well-defined
interactions with government officials.

In addition, employees should consult Public Affairs & Communication personnel

responsible for government relations to ensure that they are acting in accordance with
Company policy and guidelines regarding government relations.

Compliance with Laws, Rules, and Regulations

The Directors and senior Management shall comply with all applicable laws, rules, and
regulations.

Interpretation of Code
Any question or interpretation under this Code of Ethics will be handled by the Ethics
Officer

Duties of the Independent Directors

In compliance of the revised corporate Governance norms, duties of the Independent

directors as laid down in companies Act, 2013 are incorporated hereunder:

The Independent Directors shall:

a. undertake appropriate induction and regularly update and refresh their skills,
knowledge and familiarity with the Company;
b. seek appropriate clarification or amplification of information and, where
necessary, take and follow appropriate professional advice and opinion of
outside experts at the expense of the Company;
c. strive to attend all meetings of the Board of Directors and of the Board
committees of which he is a Member;
d. participate constructively and actively in the committees of the Board in which
they are chairpersons or members;
e. strive to attend the general meetings of the company;
f. where they have concerns about the running of the company or a proposed
action, ensure that these are addressed by the Board and, to the extent that
they are not resolved, insist that their concerns are recorded in the minutes of
the Board meeting;
g. not to unfairly obstruct the functioning of an otherwise proper Board or
committee of the Board.
h. keep themselves well informed about the company and the external
environment in which it operates;
i. pay sufficient attention and ensure that adequate deliberations are held
before approving related party transactions and assure themselves that the
same are in the interest of the Company;
j. ascertain and ensure that the Company has an adequate and functional vigil
mechanism and to ensure that the interests of a person who uses such

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 mechanism are not prejudicially affected on account of such use;
k. report concerns about unethical behaviour, actual or suspected fraud or
violation of the Company’s code of conduct;
l. acting within his authority, assist in protecting the legitimate interests of the
Company, shareholders and its employees;
m. not disclose confidential information, including commercial secrets,
technologies, advertising and sales promotion plans, unpublished price
sensitive information, unless such disclosure is expressly approved by the
Board or is required by law.

6) Enforcement of Code of Conduct and Reporting Procedure

The Compliance Officer shall be the Coordinator for the purpose of this code.

All Directors and Employees shall be accountable for fully complying with this code. If any
director, officer or employee who knows of or suspects of a violation of applicable laws,
rules or regulations or this Code of Ethics, he/she must immediately report the same to
the Compliance Officer . Such person should as far as possible provide the details of
suspected violations with all known particulars relating to the issue.

Thereafter, Compliance Officer shall report the same along with necessary findings to the
Ethics Officer. The Ethics Officer will resolve such problems or concerns in such a
manner that will advance the overall interests of the Company that will help to safeguard
the Company's assets, financial integrity and reputation.

Violations of this Code of Ethics will result in disciplinary action, which may even include
termination of services of the employee. The Ethics Officer shall determine appropriate
action in response to violations of this Code of Ethics.

All Directors and Employees shall return all remuneration, stock options, and other
benefits to the Company accruing to them on account of any assignment, position etc.
held in any other organization unless the same is approved otherwise by the Ethics
Officer.

All Directors and Employees shall report breach, if any, to the Ethics Officer.

7) Waiver and Amendments Of The Code

No waiver and amendments of any of the provisions of this code shall be valid unless,
they are specifically approved by the Board of Directors of the Company.

8) Insertion of The Code In Website

As per the requirement of the listing agreement this code and any amendments thereto
shall be posted on the website of the Company.

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9) Affirmation of Compliance Of The Code
All Directors and Employees shall within 30 days of close of every financial year affirm
compliance with the Code.

A proforma of Annual Compliance Certificate annexed to this Code as Appendix-1 shall

be forwarded to the Compliance Officer of the Company.

10) Acknowledgement of Receipt of The Code

All Directors and Designated Employees shall acknowledge the receipt of this code in the
acknowledgment form annexed to this Code as Appendix-2 indicating that they have
received the code and send the same to the Compliance Officer. Upon revision of this
code, All Directors and Employees shall execute an acknowledgment of the revised
Code.

11) Attachment to the Annual Report

The Annual Report of the company is required to contain a declaration to this effect duly
signed by the Managing Director.

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 APPENDIX-1

Code of Business Conduct and Ethics

ANNUAL COMPLIANCE REPORT

(For Board Members and Senior Management Personnel)

I …………………………………………………………..do hereby solemnly

affirm to the best of my knowledge and belief that I have fully complied
with the provisions of the CODE OF BUSINESS CONDUCT AND
ETHICS during the year ending 31st March __________.

Signature :…………………………………………….

Name :…………………………………………………

Position :………………………………………………

Date :………………………………………………….

Place :…………………………………………………

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 APPENDIX-2

Code of Business Conduct and Ethics

ACKNOWLEDGEMENT FORM
(For Board Members and Senior Management Personnel)

I ……………………………………….., have received and read the

Company’s "CODE OF BUSINESS CONDUCT AND ETHICS (this
"Code"). I have understood the contents and agree to comply with this
code.

Signature :…………………………………………….

Name :…………………………………………………

Position :………………………………………………

Date :………………………………………………….

Place :…………………………………………………

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