Message From Managing Director
Message From Managing DirectorTo,Designated Persons and their Immediate Relatives Just Dial LimitedThe Securities and Exchange Board of India (“SEBI”) has notified the Securities and Exchange Board ofIndia (Prohibition of Insider Trading) Regulations, 2015, subsequently amended by the Securities andExchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (hereinafterreferred to as the “Regulation” or “Regulations”) mandate that Board of Directors of every listedCompany shall formulate a code of conduct for regulating, monitoring and reporting of trading ofsecurities by its Designated Persons, their immediate relatives and other insiders towards achievingcompliance with this regulation, adopting the minimum standards set out in Schedule B of the regulations,without diluting the provisions of the regulations in any manner.Accordingly, the board of directors of the Company (the “Board”) has approved the Code of InternalProcedures and Conduct for Regulating, Monitoring and Reporting of trading by Designated Persons,their Immediate Relatives and other insiders of Just Dial Limited (the “Code of Conduct”).The Company is committed to:(i).comply fully with all the applicable laws and regulations;(ii).preserve the confidentiality of unpublished price sensitive information and to prevent misusethereof;(iii).bring transparency and fairness in dealing with all stakeholders; and(iv).make sure that no Designated Persons, their Immediate Relatives and other insiders of theCompany may use any unpublished price sensitive information related to the Company or itsSecurities to gain personal benefit or to provide benefit to any third party in breach of theRegulations.Compliance with the Code of Conduct shall be closely monitored, violations shall be viewed seriouslyand strict action shall be initiated in case of any non-compliance.You are expected to abide by the Code of Conduct strictly. Therefore, you are requested to read the Codeof Conduct and familiarize yourself with the contents thereof. The Code of Conduct is available on thewebsite of the Company and you are requested to retain a copy of the Code of Conduct for your reference.V.S.S. ManiManaging Director
1.IntroductionInsider trading means trading in the Securities of a company by its designated persons, their relatives orother insiders based on unpublished price sensitive information. Such trading by the insiders erodes theinvestors’ confidence in the integrity of the management and is unhealthy for the capital markets.The Securities and Exchange Board of India (“SEBI”) has notified the Securities and Exchange Board ofIndia (Prohibition of Insider Trading) Regulations, 2015, subsequently amended by the Securities andExchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (hereinafterreferred to as the “Regulation” or “Regulations”) mandate that Board of Directors of every listedCompany shall formulate a code of conduct for regulating, monitoring and reporting of trading ofsecurities by its Designated Persons, their immediate relatives and other insiders towards achievingcompliance with this regulation, adopting the minimum standards set out in Schedule B of the regulations,without diluting the provisions of the regulations in any manner.Accordingly, the board of directors of the Company (the “Board”) has approved the Code of InternalProcedures and Conduct for Regulating, Monitoring and Reporting of trading by Designated Persons,their Immediate Relatives and other insiders of Just Dial Limited (the “Code of Conduct”).2.ApplicabilityThis Code is applicable to the designated persons as may be specified by the Board of Directors and theirimmediate relatives and other insiders.3.Definitiona)"Act" means the Securities and Exchange Board of India Act, 1992 as amended from time to time.b)"Audit Committee" means the audit committee as constituted by the Board of Directors of theCompany in accordance with Section 177 of the Companies Act, 2013.c)“Board” means the board of directors of the Company.d)“Chairman of Audit Committee” means the Chairman of the Audit Committee, asappointed from time to time.e)“Chairman of Management Committee” means the Chairman of the ManagementCommittee, as appointed from time to time.f)“Chairman of the Board” means the Chairman of the Board of Directors, as appointed fromtime to time.g)"Companies Act" means the Companies Act, 2013.h)"Company" or "the Company" or “Just Dial” means Just Dial Limited and its subsidiaries.i)"Compliance Officer" means the Company Secretary or such other senior officer designatedfrom time to time as the compliance officer by the Company for the purposes of the Regulations.Such person shall be financially literate, capable of appreciating requirements for legal andregulatory compliance under the Regulations and who shall be responsible for compliance ofpolicies, procedures, maintenance of records, monitoring adherence to the rules for thepreservation of unpublished price sensitive information, monitoring of trades and theimplementation of the codes specified in the Regulations under the overall supervision of the
Board.Explanation: “Financially Literate” shall mean a person who has the ability to read andunderstand basic financial statements i.e. balance sheet, profit and loss account and statement ofcash flows.j)"Connected Person" means:(i)any person who is or has during the six months prior to the concerned act been associatedwith the Company, directly or indirectly, in any capacity including by reason of frequentcommunication with its officers or by being in any contractual, fiduciary or employmentrelationship or by being a director, officer or an employee of the Company or holds anyposition including a professional or business relationship with the Company (whethertemporary or permanent) that allows such person, direct or indirect, access to unpublishedprice sensitive information or is reasonably expected to allow such access.(ii)k)Without prejudice to the generality of the foregoing, the persons falling within thefollowing categories shall be deemed to be connected persons unless the contrary isestablished: an immediate relative of connected persons specified in Clause 3(k)(i); or the Company’s holding, associate or subsidiary company; or an intermediary as specified in section 12 of the Act (which is associated in anymanner with the Company) or an employee or director thereof; or an investment company, trustee company, asset management company (which isassociated in any manner with the Company) or an employee or director of suchcompanies; or an official of a stock exchange on which the Company’s Securities are listed orof clearing house or corporation dealing with the Company’s Securities; or a member of board of trustees of a mutual fund or a member of the board ofdirectors of the asset management company of a mutual fund or is an employeethereof, where such mutual fund has invested in the Company’s Securities; or a member of the board of directors or an employee, of a public financialinstitution as defined in section 2(72) of the Companies Act, 2013, which isassociated with the Company in any manner; or an official or an employee of a self-regulatory organization applicable to theCompany, which has been recognised or authorized by SEBI for the same; or a banker of the Company; or a concern, firm, trust, hindu undivided family, company or association of personswherein a director of the Company or his immediate relative or banker of theCompany, has more than 10% of the holding or interest;“Designated Person’s” shall mean and includes the following persons:a.All the Directors of the Company
b.c.d.e.f.Key Managerial Personnel’sPromoters/Promoters Group of the Company;Personal assistants / secretaries to all the above persons;Chief Executive Officer and employees up to two levels below Chief Executive Officerof such Company,Any support staff of Company, intermediary or fiduciary such as IT staff, secretarialstaff legal staff, finance staff and strategy staff who have access to unpublished pricesensitive information.l)“Director” means a director of the Company.m)“Employee” means every employee of the Company (whether working in India or abroad)including the Directors.n)“Generally Available Information” means information that is accessible to the public on a nondiscriminatory basis, such as information published on websites of stock exchanges.o)“Immediate Relative” means a spouse of a Designated Person, and includes parents, siblings,and children of such person or of the spouse, any of whom is either dependent financially on suchDesignated Person, or consults such Designated Person in taking decisions relating to trading insecurities;p)“Insider” means any person who is: a connected person; or in possession of, or having access to, unpublished price sensitive information.q)“legitimate purpose” shall include sharing of unpublished price sensitive information in the ordinarycourse of business by an insider with partners, collaborators, lenders, customers, suppliers, merchantbankers, legal advisors, auditors, insolvency professionals or other advisors or consultants, provided thatsuch sharing has not been carried out to evade or circumvent the prohibitions of these regulations.r)"Management Committee" means the management committee as constituted by the Board.s)"Promoter" shall have the meaning assigned to it under the Securities and Exchange Boardof India (Issue of Capital and Disclosure Requirements) Regulations, 2018 or anymodification thereof.t)"Promoter Group" shall have the meaning assigned to it under the Securities and ExchangeBoard of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 or anymodification thereof.u)“Regulations” shall mean the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations, 2015 and the guidance notes, circulars, amendments or notifications issuedthereunder from time to time.v)“Securities” shall have the meaning assigned to it under the Securities Contracts (Regulation)Act, 1956 or any modification thereof except units of a mutual fund.w)"Stock Exchange" means a stock exchange which is recognized by the Central Government orSEBI under Section 4 of Securities Contracts (Regulation) Act, 1956.
x)"Trading" shall mean buying, selling, dealing, or agreeing to subscribe, buy, sell or deal in anyquantity of the Company’s securities or futures and options transaction or any other synthetic orprivate sale arrangement (i.e. even purchase or sale of a single Security of the Company shallconstitute trading), and "trade" shall be construed accordingly.y)" hold Limit" means the minimum number of securities as decided by the Board of Directors ofthe Company from time to time.Until otherwise resolved by the Board, the threshold limit shall be the aggregate of value ofRs.1.00 million worth of securities traded whether in one transaction or a series of transactionover any calendar quarterz)"Trading Day" means a day on which the recognized stock exchanges are open for tradingaa)"Trading Window" - means a period for Trading in the Company's Securities as specified by theCompany from time to time. All days shall be the Trading Window, except the days as specifiedin Clause 8 hereunder.Trading in the context of this code Conduct.aa)“Unpublished Price Sensitive Information” means any information, relating to the Company orits Securities, directly or indirectly, that is not generally available, and which upon becominggenerally available, is likely to materially affect the price of the Securities and shall ordinarilyinclude but shall not restricted to, the information relating to the following:a.b.c.d.financial results;dividends;change in capital structuremergers, de-mergers, acquisitions, delisting, disposals and expansion of business and such othertransactions;e. changes in key managerial personnel.Words and expressions used and not defined in these regulations but defined in the Securities andExchange Board of India Act, 1992 (15 of 1992), the Securities Contracts (Regulation) Act, 1956 (42 of1956), the Depositories Act, 1996 (22 of 1996) or the Companies Act, 2013 (18 of 2013) and rules andregulations made thereunder shall have the meanings respectively assigned to them in those legislation.4.Compliance Team(a).Unless otherwise notified by the Board, the Company Secretary for the time being of theCompany shall be the Compliance Officer for the purposes of this Code of Conduct.(b).The Compliance Officer or such other person as may be appointed, shall maintain a list of allDesignated Persons and their Immediate Relatives including their designation and the dates onwhich they became/ ceased to be Designated Persons. The Compliance Officer shall take allnecessary steps to implement this Code of Conduct and do all such acts, things and deeds inrelation thereto as required under this Code of Conduct and as may be directed by the Board.(c).The Compliance Officer or such other person as may be appointed, from time to time, shall beassisted in the application and monitoring of the Code of Conduct by the other employees of thecompliance team. For the purposes of the Code of Conduct, the Compliance Team shall reports to
the Chairman of the Audit Committee or to the Chairman of the Board on quarterly basis.(d).The Compliance Team shall be responsible for setting forth policies and procedures andmonitoring adherence to the rules for the preservation of Unpublished Price SensitiveInformation, pre-clearance of trades of all Designated Persons and their Immediate Relatives andto monitor the Trades and the implementation of the Code of Conduct under the overallsupervision of the Board.(e).The Compliance Team shall also assist Directors/ Designated Persons/Immediate Relatives ofDesignated Persons in addressing any clarification regarding the Code of Conduct.(f).The Compliance Team shall maintain records of all the declarations in the appropriate form givenby the Directors/ Designated Persons for a minimum period of five years.5.Preservation of “Unpublished Price Sensitive Information”(a).Designated Persons shall maintain the confidentiality of all Unpublished Price SensitiveInformation. Designated Persons shall not pass on such information to any person directly orindirectly including through making a recommendation for the purchase or sale of the Securities.(b).All information shall be handled within the organisation on a “need-to-know” basis and noInsider shall communicate, provide or allow access to Unpublished Price Sensitive Informationrelating to the Company or its Securities, listed or proposed to be listed, to any person includingother Insiders, except in furtherance of legitimate purposes, performance of duties or discharge oflegal obligations.(c).Need-to-Know: “Need-to-know” basis means that the Unpublished Price Sensitive Informationshould be disclosed only to those persons within the Company who need the information forlegitimate purposes, or performance of duties or discharge of legal obligations and whosepossession of such information will not give rise to a conflict of interest or possibility of misuseof the Unpublished Price Sensitive Information.All Unpublished Price Sensitive Information directly received by any Designated Person shouldimmediately be reported to the Compliance Officer. In case of such reporting, the ComplianceOfficer shall ensure that either the Unpublished Price Sensitive Information is made GenerallyAvailable Information or subject the reporting Designated Person to restrictions envisaged underthe applicable laws (including the Regulations) and this Code of Conduct.(d).Limited access to the confidential information: Files containing confidential information shall bekept secure. Electronic files must be subject to adequate security protection, including byensuring that the access is restricted through passwords.(e).As permitted under the Regulations, Unpublished Price Sensitive Information may becommunicated, provided, allowed access to or procured in connection with a transaction thatwould:(i).entail an obligation to make an open offer under the Takeover Regulations where theBoard is of the informed opinion that sharing of such information is in the best interestsof the Company; or(ii).not attract the obligation to make an open offer under the Takeover Regulations butwhere the Board is of informed opinion that sharing of such information is in the bestinterests of the Company and the information that constitutes Unpublished Price
Sensitive Information is disseminated to be made Generally Available Information atleast two trading days prior to the proposed transaction being effected in such form as theBoard may determine which shall be adequate and fair to cover all relevant and materialfacts.Provided that the Board shall record its approval for the same along with the applicable reasons.Provided further that the Board shall require the parties to whom any such Unpublished PriceSensitive Information may be communicated, provided, allowed access to or procured toexecute agreements regarding confidentiality and non-disclosure obligations on the part of suchparties and to procure that such parties shall keep information so received confidential, exceptfor the limited purpose of the transactions as contemplated under Clauses 5(e)(i) and (ii) as setout in paragraph (d) above and shall not otherwise trade in Securities of the Company when inpossession of such Unpublished Price Sensitive Information.6.Chinese Walls6.1.General(i).The Company has established policies, procedures and physical arrangements(collectively, the “Chinese Walls”) designed to manage Unpublished Price SensitiveInformation and prevent the dissemination and misuse of the same, or the appearancethereof. Management shall understand where Chinese Walls have been set up or wherethey are needed according to this Code of Conduct.(ii).In general, Chinese Walls separate departments or areas that have regular access toUnpublished Price Sensitive Information (“Insider Areas”) from those who do not havesuch access (“Public Areas”). As such, Chinese Walls are designed to operate as barriersto the dissemination of Unpublished Price Sensitive Information.Where Chinese Walls have been established the Designated Persons working within anInsider Area are prohibited from communicating any Unpublished Price SensitiveInformation to Employees / Designated Persons in Public Areas even if such informationis required to be given on a “need-to-know” basis, without the prior approval of theCompliance Officer.(iii).7.(iv).Designated Persons within a Chinese Wall have a responsibility to ensure the ChineseWall is not breached deliberately or inadvertently. Known or suspected breaches of theChinese Wall must be referred to the Compliance Officer immediately.(v).Management shall ensure that appropriate policies, procedures and physical arrangementsare implemented and that these are complied with by all affected Employees/ DesignatedPersons.(vi).The establishment of Chinese Walls is not intended to suggest that within Insider AreasUnpublished Price Sensitive Information can circulate freely. Within Insider Areas, the‘need-to-know’ policy should be fully implemented.Prevention of misuse of “Unpublished Price Sensitive Information”All Connected Persons and Designated Persons, and their Immediate Relatives, of the Companywill be subject to trading restrictions as enumerated below:(i)No Connected Persons and Designated Persons, and their Immediate Relatives, of the
Company shall trade in the Company’s Securities while in possession of UnpublishedPrice Sensitive Information.Note: When a person who has traded in securities has been in possession ofUnpublished Price Sensitive Information, his trades would be presumed to have beenmotivated by the knowledge and awareness of such information in his possession.Provided that, as recognized u
Message From Managing Director To, Designated Persons and their Immediate Relatives Just Dial Limited The Securities and Exchange Board of India (“SEBI”) has notified the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, subsequently amended by the Securities and
Bob St Jean Managing Director. J.P. Morgan Winston Fant Managing Director . J.P. Morgan Alec Grant Managing Director. J.P. Morgan Sue Dean. Managing Director J.P. Morgan. Hubert JP Jolly Managing Director J.P. Morgan. We are proud to sponsor the AFP Payments Fraud and Control Survey for the 13th consecutive year and share the 2021 report.
tpdequeue() Routine to dequeue a message from a queue. tpenqueue() Routine to enqueue a message. tpqattach() Connects an application program to the OTMQ message queuing space by attaching it to a message queue. tpqdetach() Detaches a selected message queue or all of the application's message queues from the message queuing qspace.
used to understand where messages are generated and logged. Message Structure Message help describes the cause of a message and describes any action you should take in response to the message. Message identifiers consist of a three character message prefix, followed by a four or five digit message number, followed by a single letter suffix. For .
Android's concurrency frameworks are built using reusable classes Looper Run a message loop for a thread Applies Thread-Specific Storage pattern to ensure only one Looper is allowed per Thread Elements of Android Concurrency Frameworks Message Message Message Message Message Message Queue UI Thread (main thread) Message
DM1 Diagnostic Message 1 - J1939 message informing about present fault DM2 Diagnostic Message 2 - J1939 message informing about fault history DM3 Diagnostic Message 3 - J1939 message clearing fault history DSM Device State Machine. Deterministic description of system process ECU Electronic Control Unit EH Electro Hydraulic-F PVE for Float spool.
Bank of America 5 Replying to Your Secure Message After you open a secure message, click Reply to send a Secure Reply message back to the original sender. When available, clicking ReplyAll sends a Secure Reply message to the sender and other recipients on the original email. Additional recipients CANNOT be added to the secure message. To receive a copy of your reply message, check the Send me .
1. You will receive an e‐mail in your regular e‐mail inbox notifying you of a "New Secure Email Message Received" from secure message system. Figure 1: Inbox displaying new secure message email ‐ If the message has not arrived in your Inbox please check your spam filter, junk mail folder. Figure 2: Secure message email in Spam Folder
Joe Crump. General Manager Honda Finance Europe Plc Bill Dost . Managing Director D&D Leasing Gordon Ferguson. Head of HP & Leasing Lloyds Bank Commercial Finance Ltd Ian Isaac . Managing Director Lombard Doug Moody. Director Mercedes-Benz Financial Services Carol Roberts . Managing Director
