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EQUITY - MARKET SCREENER

Janus Corporation Ltd
Industry :  Construction
BSE Code
ISIN Demat
Book Value()
542924
INE04OV01018
10.6338964
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
36.41
8.29
EPS(TTM)
Face Value()
Div & Yield %
0.17
10
0
 

As on: Dec 08, 2022 05:26 AM

To,

The Members,

Janus Corporation Limited Mumbai

Your Directors have pleasure in presenting their 23RD Annual Report of the Company together with the Audited Statements of Accounts for the financial year ended 31st March, 2021:

FINANCIAL SUMMARY

The Company's financial performance, for the year ended March 31st, 2021 is summarized below: The Board's Report is prepared based on the stand alone financial statements of the company.

Amount in Rs.

ended 31/03/2021 Ended 31/03/2020
Income from Operations 18,88,40,092 28,02,46,050
Other Income - 4,56,230
TOTAL INCOME 18,88,40,092 28,07,02,280
Total Expenditure (Excl. Dep. & Int.) (18,03,01,169) (26,97,69,440)
Profit and (Loss) before Depreciation and Tax 85,38,923 1,09,32,840
Less: Depreciation - -
Interest - (1,35,700)
PROFIT BEFORE TAX 85,38,923 107,97,140
Less: Provision for Tax
- Current Tax 20,56,504 38,41,550
- Deferred Tax (9,11,487) (19,18,294)
- Excess provision of earlier year written back - -
- Adjustment of MAT - -
PROFIT AND (LOSS) AFTER TAX 73,93,906 88,73,884

STATE OF COMPANY'S AFFAIRS:

• The company continues to be engaged in the business of in the business of Civil Construction, land and site development, land filling, fencing walls, erection of hoardings and trading of various construction related materials such as cements, iron & steel, sand, soil, aluminum in Mumbai and there has not been substantial change in the nature of business of your Company.

• Revenue from operations for the year under reference has shown a decrease of around 67.38 % Vis- -vis the preceding financial year.

• The bottom line has also shown considerable improvement. Profit for the year (before tax) has shown Rs. 73,93,906/- as compared to profit last year of Rs. 85,38,923/-. Further, there are no significant and material events impacting the going concern status and Company's operations in future.

DIVIDEND

Your Directors are constrained not to recommend any dividend for the year under report.

TRANSFER TO RESERVES

Your Directors find it prudent not to transfer any amount to general reserve.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Act, on the basis of information placed before them, the Directors state that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. Appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2021 and of the Loss of the Company for the said period;

3. Proper and sufficient care has been taken 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;

4. The annual accounts have been prepared on a going concern basis;

5. The internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

6. There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SHARE CAPITAL

During the year under review, the shareholders of the Company has approved Increase in Authorized capital of the company Increased from Rs. 7,00,00,000 divided into 70,00,000 Equity Shares of Face Value of Rs. 10/- each to Rs. 11,00,00,000/- (Rupees Eleven Crores) divided into 1,10,00,000 Equity Shares of Face Value of Rs. 10/- each by addition of 40,00,000 Equity Shares of Face Value of Rs. 10/- each in the previous Annual General Meeting held on 25th September, 2020.

During the year, the shareholders of the Company has approved issue of 3,00,000 (Three lacs) Equity Shares were Issued by way of issue of Preferential allotment of Face value Rs. 10/- (Rupees Ten only) each at a price of Rs 68/- each (including of premium of Rs 58/- each).

During the year, the shareholders of the Company has approved issue of 20,00,000 (Twenty lakhs) Equity Convertible Warrants were Issued on preferential basis at a price of Rs. 68/- (Rupees Sixty-Eight Only) (including premium of Rs. 58/).

Further looking into the Company's outlook as growing Company, the Board proposed o increase its share capital from Rs. 11.00 crores to Rs. 17.00 crores.

MAJOR EVENTS DURING THE F.Y. 2020-21

There was no major event in the company during the financial year.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as prescribed in Form No. MGT- 9 of the Companies (Management and Administration) Rules, 2014 is appended as ANNEXURE I to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board is properly constituted as per the provisions of the Companies Act, 2013. The Board at present comprises of:

Sr. No. Name Designation
1. Sachin Bhimrao Puri Managing Director
2. Mahesh Keshav Kamble Independent Director
3. Shirish Mungantiwar Avinash# Independent Director
4. Manisha Sadashiv Bobade Independent Director
5. Rajatmohan Gopalmohan Sinha CFO(KMP)
6. Surbhi Company Secretary
7. Datta B Kamble Non Executive -Non Independent
8. Vijay BabuRao Mane Executive Director

* There is no change in Company Secretary and KMP of the Company.

# Late Mr. Shirish Mungantiwar Avinash has ceased to be Independent Director of the Company w.e.f. 23/04/2021 due to his sad demise. The Directors conversed for some time reminiscing the invaluable contributions and achievements of Late Mr. Shirish Mungantiwar Avinash as a director of the company and a valued member of the board.

NUMBER OF BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on the company's policies and strategy apart from other Board matters. The intervening gap between the two consecutive meetings did not exceed 120 days as prescribed under the Companies Act, 2013.

During the year under reference, 5 (Five) Board meetings were held dated 28/07/2020, 12/08/2020, 26/08/2020, 14/11/2020 and 12/02/2021.

COMMITTEES OF THE BOARD:

There are currently three Committees of the Board, as follows: I. Audit Committee

II. Stakeholders' Relationship Committee III. Nomination and Remuneration Committee

I. AUDITCOMMITTEE:

Committee Constitution is as follows:

Sr. No. Name of the Director Designation Nature of Directorship
1. Manisha Sadashiv Bobade Chairman Independent Director
2. Shirish Mungantiwar Avinash# Member Independent Director
3. Sachin Puri Member Executive Director

# Director ceased to be member / director of the company w.e.f. 23/04/2021 due to his sad demise.

During the year under reference, 2 (Two) Audit Committee meetings were held dated, 28/07/2020, and 14/11/2020 properly convened & held.

Terms & Scope of Work of Committee:

1. Oversight of the Issuer's financial reporting process and disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommending to the Board, the appointment, re-appointment, replacement, remuneration and terms of appointment of the statutory auditors and fixation of audit fee;

3. Approval of payments to the statutory auditors for any other services rendered by statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditor‘s report thereon before submission to the board for approval, with particular reference to:

a. Matters required to be stated in the Director‘s Responsibility Statement to be included in the Board‘s report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements; f. Disclosure of any related party transactions; and

g. Qualifications and Modified opinions in the draft audit report.

5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Review and monitor the auditor‘s independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10.Valuation of undertakings or assets of the company, wherever it is necessary;

11.Evaluation of internal financial controls and risk management systems;

12.Reviewing, with the management, the performance of statutory and internal auditors and adequacy of the internal control systems;

13.Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors any significant findings and follow up thereon;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate; and

18. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

II. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

Committee Constitution is as follows:

Sr. No. Name of the Director Designation Nature of Directorship
1. Manisha Sadashiv Bobade Chairman Independent Director
2. Mahesh Keshav Kamble Member Independent Director
3. Shirish Mungantiwar Avinash# Member Independent Director

# Director ceased to be member / Director of the company w.e.f. 23/04/2021 due to his sad demise

During the year, only 1 Stakeholder's Relationship Committee meeting were dated, 14/11/2020 properly convened & held.

Terms & Scope of Work of Committee:

The terms of reference of the Stakeholder's Relationship Committee include the following:

1. Considering and resolving grievances of shareholder's, debenture holders and other security holders;

2. Redressal of grievances of the security holders of our Company, including complaints in respect of transfer of shares, non-receipt of declared dividends, balance sheets of our Company etc.;

3. Allotment of Equity Shares, approval of transfer or transmission of Equity Shares, debentures or any other securities;

4. Issue of duplicate certificates and new certificates on split/consolidation/renewal etc.;

5. Overseeing requests for dematerialization and rematerialization of Equity Shares; and

6. Carrying out any other function contained in the Equity Listing Agreement as and when amended from time to time.

III. NOMINATION AND REMUNERATIONCOMMITTEE:

Committee Constitution is as follows:

Sr. No. Name of the Director Designation Nature of Directorship
1. Manisha Sadashiv Bobade Chairman Independent Director
2. Mahesh Keshav Kamble Member Independent Director
3. Shirish Mungantiwar Avinash# Member Independent Director

#director cease to be member / director of the company w.e.f. 23/04/2021.

During the year, only 1 Nomination and Remuneration Committee meeting were dated, 14/11/2020 properly convened & held.

Terms & Scope of Work of Committee:

The terms of reference of the Nomination and Remuneration Committee are:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to our Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

2. Formulation of criteria for evaluation of Independent Directors and our Board;

3. Devising a policy on Board diversity;

4. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal;

5. Considering and recommending grant if employees stock option, if any, and administration and superintendence of the same; and

6. Carrying out any other function contained in the Equity Listing Agreement as and when amended from time to time.

STATUTORY AUDITORS

The company has received Intimation from M/s. Shailesh Pandey & Co., Chartered Accountant (FRN: 133595W) existing auditor of the Company who was appointed as the Statutory Auditors of the Company on 15/03/2020 to fill the casual vacancy caused by the resignation of M/s. Choudhary Choudhary & Co, (FRN: 02910C), Chartered Accountant, subject to approval of members who shall hold the office till the conclusion of the ensuing AGM of the Company.

Further audit committee has recommended reappointment of M/s. Shailesh Pandey & Co., Chartered Accountant (FRN: 133595W), for a period of 5 years, from the conclusion of the ensuing 23rd Annual General Meeting of the Company till the conclusion of the 28th Annual General Meeting to be held in financial year 2026 from whom certificate pursuant to section 139 of the Companies Act has been received.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Shailesh Pandey & Co., Chartered Accountants (FRN: 133595W), Statutory Auditors, in their Report on the accounts of the Company for the year under reference. The observations made by them in their Report are self-explanatory and do not call for any further clarifications from the Board.

AUDITORS' REPORT

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Shailesh Pandey & Co, Chartered Accountants (FRN: 133595W), Statutory Auditors, in their Report on the accounts of the Company for the year under reference. The observations made by them in their Report are self-explanatory and do not call for any further clarifications from the Board.

SECRETARIAL AUDITORS

Pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Brajesh Gupta & Co., Company Secretary in Practice, to conduct the Secretarial Audit for the financial year 2020-21. The Secretarial Audit Report as received from Mr. Brajesh Gupta is appended to this Report as Annexure III.

COMMENTS ON OBSERVATION AND QUALIFCATION MADE BY THE AUDITORS:

The Qualification / observation made by the M/s. Brajesh Gupta & Co., Company Secretary in Practice, in their Secretarial Audit Report are self-explanatory. The Board assure to the Members of the Company do file and complete all the formality / pending filing within the time. There are following qualifications, reservations or adverse remarks or disclaimers made by Secretarial Auditors:

1. The company has delayed filing of form MGT-7 for F.Y. 2019-20 with additional fees to ROC.

2. The company has not filed AOC-4 XBRL for F.Y. 2019-2020 up to the signing date of this report to ROC.

3. The Company has regularized appointment of two directors from additional director to director in its annual general meeting held on 25th September, 2020, However DIR-12 not filed for regularization.

The management comments and notes on the Observations of Secretarial Auditors are as follows:

With reference to the non-filing of form AOC-4 XBRL and DIR 12 and late filing of Annual Returns for F.Y. 2019-20 it was given to the professional for filing but due to covid issue it could not be file and it was not informed by him to us about non filing of forms, secondly due to Covid-19 and nationwide lockdown staff of the company was not able to attend the office hence this non-filing event was taken placed, the management of the company has formulated a strong compliance team with professionals for matching timelines of compliance and having a better system and insure that in future there will be no delay in compliances and filings.

COST AUDITORS

The Board of Directors of the Company here confirmed that according to the Companies working and business the company does not required to appoint the Cost Auditor as per the Section 148 of the Companies Act, 2013.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization programme for Independent Directors of the Company.

Every new independent director of the Board attended an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors/senior managerial personnel make presentations to the inductees about the Company's strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facilities and risk management.

The Company has organized the following workshops for the benefit of Directors and Independent Directors:

(a) a program on how to review, verify and study the financial reports;

(b) a program on Corporate Governance;

(c) provisions under the Companies Act, 2013;and

(d) SEBI Insider Trading Regulation, 2015.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director.

ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Committees. The Company has devised a questionnaire to evaluate the performances of each of Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of the Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

INTERNAL AUDITORS

As per section 138 of the Companies Act, 2013, the Company has appointed to M/s Shailesh Pandey & CO. Chartered Accountants, as an Internal Auditor of the company through Board resolution for the financial year 2021-22 to 2022-23 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Company's policies and ensure statutory and other compliance through, periodical checks and internal audit.

REMUNERATION AND NOMINATION POLICY

The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of this Policy are given in ANNEXURE II to this Report.

CHANGE IN THE NATURE OFBUSINESS

During the year under review there is no change in the nature of Business of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. Mr. Mahesh Keshav Kamble, Mr. Shirish Mungantiwar Avinash, Mr. Manisha Sadashiv Bobade, have submitted a declaration that all of them meet the criteria of Independence.

The Independent Directors of your Company have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149(7) of the Companies Act, 2013 as well as under regulation 16(1)(b) of SEBI (LODR) Regulation, 2015 and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure II to this Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES, ORINVESTMENTS

The details of Loans given, Investments made and guarantees given and securities provided under the Section 186 of the Companies Act, 2013 have been provided in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATEDPARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, 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. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable. Attention of the members is drawn to the disclosures of transactions with the related parties is set out in Notes to Accounts forming part of the financial statement.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company has not carried out any business activities warranting conservation of the energy and technology absorption in accordance with Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. Since the company is not engage in any manufacturing activity, issues relating to technology absorption are not quite relevant to its functioning.

During the year under consideration the Company has spent/incurred foreign exchange equivalent to Rs. Nil. There is no foreign exchange earnings during the year.

RISKS MANAGEMENT POLICY AND AREA OF CONCERN

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

Although, market conditions are likely to remain competitive, future success will depend upon offering improved products through technology innovation and productivity. The Company continues to invest in these areas.

The Company has the risk management and internal control framework in place commensurate with the size of the Company. However Company is trying to strengthen the same. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions contained in section 135 of the Companies Act, 2013, as well as the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to your Company for the year under reference.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATECOMPANIES

The Company is a Subsidiary, of Lemon Management Consultancy Private Limited and The Company have no Subsidiary, Joint Venture, Associate Company or LLPs during the year under review.

DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE COMPANIES ACT2013

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

DETAILS RELATING TO DEPOSITS, WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS UNDER CHAPTER V OF THE COMPANIES ACT2013

During the year under review your Company has not accepted Deposits which are not in compliance with the requirements under Chapter V of Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

INTERNAL FINANCIAL CONTROL SYSTEM

Your Company has an Internal Financial Control System commensurate with the size, scale and complexity of its operations. The Audit Committee has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. The Audit Committee has a process for timely check for compliance with the operating systems, accounting procedures and policies. Major risks identified by the businesses and functions are systematically addressed through mitigating action on continuing basis.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM/CODE OFCONDUCT

The Company has a Whistle Blower Policy in line with the provisions of the Section 177 of the Companies Act, 2013. This policy establishes a vigil mechanism for directors and employees to report their genuine concerns actual or suspected fraud or violation of the Company's code of conduct. The said mechanism also provides for adequate safeguards against victimisation of the persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee. We confirm that during the financial year 2020-21, no employee of the Company was denied access to the Audit Committee. The said Whistle Blower Policy is available on the website of the Company a www.januscorp.co.in.

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company's website www.januscorp.co.in.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT2013

Your Company is committed to creating and maintaining an atmosphere in which employees can work together, without fear of sexual harassment, exploitation and intimidation. Accordingly the Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) was set up to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year:

No. of Complaints received Nil
No. of Complaints disposed off Nil

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

The reports on Corporate Governance and Management Discussion and Analysis for the year under review, as stipulated under the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, form part of the Annual Report.

As per the Guideline and direction of the SEBI & Stock Exchange accordingly the company has been adhering to the directions and guideline, as required and if applicable on the company's size and type (as per the Regulations and rules the Corporate Governance is not applicable on SME Listed Companies).

POSTALBALLOT:

No Postal ballot was conducted by the company during the year 2020-21.

PREVENTION OF INSIDERTRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification as required under Regulation 17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation, 2015 have been appended to this report.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report.

The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2020-21, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2020-2021 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company, have been appended to this Report as Annexure- IV.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation and sincere thanks to the State Governments, Government agencies, Banks & Financial Institutions, customers, shareholders, vendors and other related organizations, who through their continued support and co-operation have helped, as partners in your Company's progress. Your Directors, also acknowledge the hard work, dedication and commitment of the employees.

The Directors would also like to thank BSE Ltd. and our Registrar and Share Transfer Agent Big Share Services Private Limited for their co-operation.

BY ORDER OF THE BOARD OF DIRECTORS

FOR JANUS CORPORATION LIMITED

Sd/- Sd/-
SACHIN PURI MAHESH KAMBLE
MANAGING DIRECTOR DIRECTOR
DIN: 05269529 DIN: 08210336
Place: Mumbai
Date: 04th September, 2021