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Janus Corporation Ltd.

BSE: 542924 Sector: Infrastructure
NSE: N.A. ISIN Code: INE04OV01018
BSE 00:00 | 03 Feb 4.77 -0.25
(-4.98%)
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5.27

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NSE 05:30 | 01 Jan Janus Corporation Ltd
OPEN 5.27
PREVIOUS CLOSE 5.02
VOLUME 322000
52-Week high 9.62
52-Week low 2.57
P/E 28.06
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5.27
CLOSE 5.02
VOLUME 322000
52-Week high 9.62
52-Week low 2.57
P/E 28.06
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Janus Corporation Ltd. (JANUSCORPORATIO) - Director Report

Company director report

To

The Members

Janus Corporation Limited Mumbai

Your Directors have pleasure in presenting their 24th Annual Report of theCompany together with the Audited Statements of Accounts for the financial year ended 31stMarch 2022:

FINANCIAL SUMMARY

The Company's financial performance for the year ended March 31st 2022 issummarized below: The Board's Report is prepared based on the standalone financialstatements of the Company.

Amount in Rs.

Particulars For the year ended 31/03/2022 For the year ended 31/03/2021
Income from Operations 240694383 188840092
Other Income - -
TOTAL INCOME 240694383 188840092
Total Expenditure (Excl. Dep. & Int.) (233737248) (180301169)
Profit and (Loss) before Depreciation and T ax 6957135 8538923
Less: Depreciation 3984031 -
Interest - -
PROFIT BEFORE TAX 2973104 8538923
Less: Provision for Tax
- Current Tax 977614 2056504
- Deferred Tax (288404) (911487)
- Excess provision of earlier year written back - -
- Adjustment of MAT - -
PROFIT AND (LOSS) AFTER TAX 2283894 7393906

STATE OF COMPANY'S AFFAIRS:

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

• Revenue from operations for the year under reference has shown an increase ofaround 21.54 % Vis- avis the preceding financial year.

• The bottom line has also shown considerable improvement. Profit for the year(before tax) has shown Rs. 2973104/- as compared to profit last year of Rs. 8538923/-.Further there are no significant and material events impacting the going concern statusand Company's operations in future.

DIVIDEND

During the year the company earned minimal profits hence the directors have notrecommended any dividend.

TRANSFER TO RESERVES

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

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE2016: -

During the year under review there were no applications made or proceedings pending inthe name of the company under the Insolvency Bankruptcy code 2016

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATIONWHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS: -

During the year under review there has been no one-time settlement of loans taken frombanks and Financial Institutions.

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

2. Appropriate accounting policies have been selected and applied consistently and thejudgments and estimates that have been made are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March2022 and of the Loss of the Company for the said period;

3. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany 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 internalfinancial controls are adequate and were operating effectively; and

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

SHARE CAPITAL

During the year under review the Shareholders of the Company has approved in their 23rdAnnual General Meeting was held in 29th September 2021 Increased in Authorizedcapital of the company from Rs. 110000000 (Rupees Eleven Crores) divided into11000000 Equity Shares of Face Value of Rs. 10/- each to 170000000 (Rupees SeventeenCrores) divided into 17000000 Equity Shares of Face Value of Rs. 10/- each by additionof 6000000 Equity Shares.

Further looking into the Company's outlook as growing Company the Board proposed toincrease its share capital from Rs. 17.00 crores to Rs. 25.00 crores.

The Shareholders of the Company approved increase of Authorised Share Capital from170000000/-(Rupees Seventeen Crores) consisting of 17000000 (One Crore Seventylakhs) Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 250000000/-(RupeesTwenty-Five Crores only) consisting of 25000000 (Two Crores and Fifty Lakhs) EquityShares of Rs. 10/- (Rupees Ten only) each by addition of Rs. 80000000 (Rupees EightCrores) divided in to 8000000 (Eighty Lacs) Equity Shares of Face Value of Rs. 10/-each." in the Extra Ordinary General Meeting was held on 29th December2021.

MAJOR EVENTS DURING THE F.Y. 2021-22

We observed that there were no major events in the company during the financial year2021-22.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as provided under Section 92(3) of the Companies Act 2013and 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. TheBoard at present comprises of:

Sr. No. Name Designation
1. Sachin Bhimrao Puri Managing Director
2. Mahesh Keshav Kamble 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
9. Pragati Jain** Company Secretary

* During the year there is no change in Company Secretary and KMP of the Company.After the Closure of Financial year Ms. Surbhi resigned as Company Secretary &Compliance officer of the Company w.e.f. 31st July 2022.

** The Board of Directors in their Meeting was held on 06th August 2022appointed Ms. Pragati Jain as Company Secretary & Compliance Officer w.e.f. 06thAugust 2022.

NUMBER OF BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on the company's policiesand strategy apart from other Board matters. The intervening gap between the twoconsecutive 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 30/06/202104/09/2021 14/11/2021 26/11/2021 and 02/03/2022.

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. Ms. Manisha Sadashiv Bobade Chairman Non-Executive Independent Director
2. Mr. Mahesh Keshav Kamble Member Non-Executive Independent Director
3. Mr. Sachin Puri Member Executive Director

During the year under reference 4(Four) Audit Committee meetings were held dated30/06/2021 04/09/2021 14/11/2021 and 02/03/2022 properly convened & held.

Terms & Scope of Work of Committee:

1. Oversight of the Issuer's financial reporting process and disclosure of itsfinancial information toensure that the financial statement is correct sufficient andcredible;

2. Recommending to the Board the appointment re-appointment replacementremuneration andterms of appointment of the statutory auditors and fixation of audit fee;

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

4. Reviewing with the management the annual financial statements and auditor 'sreport thereonbefore submission to the board for approval with particular reference to:

a. Matters required to be stated in the Director 's Responsibility Statement to beincluded in the Board 's report in terms of clause (c) of sub-section 3 of Section 134 ofthe 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 bymanagement;

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

e. Compliance with listing and other legal requirements relating to financialstatements;

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 beforesubmission to the board for approval;

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

7. Review and monitor the auditor 's independence and performance and effectiveness ofaudit process;

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

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 auditorsand adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment 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 intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences about the nature andscope 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 otherperson heading the finance function or discharging that function) after assessing thequalifications experience & background etc. of the candidate; and

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

II. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

Committee Constitution is as follows:

Sr. No. Name of the Director Designation Nature of Directorship
1. Ms. Manisha Sadashiv Bobade Chairman Non-Executive Independent Director
2. Mr. Mahesh Keshav Kamble Member Non-Executive Independent Director
3. Mr. Sachin Puri Member Executive Director

During the year only 1 Stakeholder's Relationship Committee meeting was held dated26/11/2021.

Terms & Scope of Work of Committee:

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

1. Considering and resolving grievances of shareholder's debenture holders and othersecurity holders;

2. Redressal of grievances of the security holders of our Company including complaintsin respectof transfer of shares non-receipt of declared dividends balance sheets of ourCompany etc.;

3. Allotment of Equity Shares approval of transfer or transmission of Equity Sharesdebentures orany other securities;

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

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

6. Carrying out any other function contained in the Equity Listing Agreement as andwhen 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. Ms. Manisha Sadashiv Bobade Chairman Non-Executive Independent Director
2. Mr. Mahesh Keshav Kamble Member Non-Executive Independent Director
3. Mr. Sachin Puri Member Executive Director

During the year only 1 Nomination and Remuneration Committee meeting was held dated26/11/2021. 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 andindependence of a director and recommend to our Board a policy relating to theremuneration 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 appointedin senior management in accordance with the criteria laid down and recommend to the Boardtheir appointment and removal;

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

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

STATUTORY AUDITORS

The Company has received Intimation from M/s. Choudhary Choudhary & Co (FRN:02910C) Chartered Accountant existing auditor of the Company who wasre-appointed as the Statutory Auditors of the Company on 25/09/2020 for a period of 5years i.e. from the F.Y. 2020-2021 to 2024-2025.

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 hasappointed M/s. Brajesh Gupta & Co. Company Secretary in Practice to conductthe Secretarial Audit for the financial year 2021-22. The Secretarial Audit Report asreceived 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. CompanySecretary in Practice in their Secretarial Audit Report are self-explanatory. TheBoard assure to the Members of the Company do file and complete all the formality /pending filing within the time. There are following qualifications reservations oradverse remarks or disclaimers made by Secretarial Auditors:

1. The company has not filed DIR 12 for Mr. Shirish Mungantiwar Avinash for cessationas Director due to death up to the signing date of this report to ROC.

2. The Company has filed some of the Forms with additional filing fees during the F Y2021-2022.

3. The Company has not filed MR 1 Return of appointment of Mr. Sachin Puri ManagingDirector up to the signing date of this report to ROC.

4. The Company has not filed ADT -1 for appointment of M/s. Choudhary Choudhary &Co. as Statutory Auditor of the Company.

5. The Company has received a penalty of Rs. 213580 for the month of March and June2021 regarding Noncompliance with the requirement to appoint a qualified Company Secretaryas the Compliance Officer under Regulation 6(1).

The management of the Company informed that the Company has appointed Ms. Surbhihaving ICSI Membership No. 51717 w.e.f 19th September 2019 and the company has filedclarification and waiver application with BSE. The BSE has waived the penalty levied.

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

With reference to the non-filing of form it was given to the professional for filingbut due to Covid issue it could not be file and it was not informed by him to us aboutnon-filing of forms secondly due to Covid-19 and nationwide lockdown staff of the companywas not able to attend the office hence this non-filing event was taken placed themanagement of the company has formulated a strong compliance team with professionals formatching timelines of compliance and having a better system and insure that in futurethere will be no delay in compliances and filings.

COST AUDITORS

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

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization Programme for IndependentDirectors of the Company.

Every new independent director of the Board attended an orientation program. Tofamiliarize the new inductees with the strategy operations and functions of our Companythe executive directors/senior managerial personnel make presentations to the inducteesabout the Company's strategy operations product and service offerings markets softwaredelivery organization structure finance human resources technology qualityfacilities and risk management.

The Company has organized the following workshops for the benefit of Directors andIndependent 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 aformal letter of appointment outlining his/her role functions duties andresponsibilities as a director.

ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual evaluation of its own performance the directors individually as well as theevaluation of the working of its Committees. The Company has devised a questionnaire toevaluate the performances of each of Executive and Independent Directors. Such questionsare prepared considering the business of the Company and the expectations that the Boardhave from each of the Directors. The evaluation framework for assessing the performance ofDirectors 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 andits performance;

iv. Providing perspectives and feedback going beyond information provided by themanagement.

INTERNAL AUDITORS

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

REMUNERATION AND NOMINATION POLICY

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

CHANGE IN THE NATURE OF BUSINESS

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

CHANGE IN THE REGISTERED OFFICE OF THE COMPANY

During the year under review the Board of Directors of the Company in their Meetingheld on 2nd March 2022 approved and changed their Registered Office of theCompany from D-203 Crystal Plaza New Link Road Andheri West Mumbai - 400053 to OfficeNo. 513 Stanford Building off Link Road Andheri West Mumbai - 400053.

The Company has filed all the necessary forms and documents with Register of Companiesfor shifting of Registered Office of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The terms and conditions of appointment of Independent Directors are as per Schedule IVof the Act. Mr. Mahesh Keshav Kamble and Mr. Manisha Sadashiv Bobade havesubmitted a declaration that all of them meet the criteria of Independence.

The Independent Directors of your Company have confirmed and declared that they are notdisqualified to act as an Independent Director in compliance with the provisions ofSection 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 IndependentDirectors fulfill all the conditions specified in the Companies Act 2013 making themeligible to act as Independent Directors.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Policy of the Company on Director's appointment and remuneration including criteriafor determining qualifications positive attributes independence of a Director and othermatters provided under sub-section (3) of section 178 is appended as Annexure II to thisReport.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe 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) ofthe Companies Act 2013.

PARTICULARS OF LOANS GUARANTEES ORINVESTMENTS

The details of Loans given Investments made and guarantees given and securitiesprovided under the Section 186 of the Companies Act 2013 have been provided in the notesto the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATEDPARTIES

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions. Accordingly thedisclosure of Related Party Transactions as required under Section 134(3) of the CompaniesAct in Form AOC-2 is not applicable. Attention of the members is drawn to the disclosuresof transactions with the related parties is set out in Notes to Accounts forming part ofthe financial statement.

PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO

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

During the year under consideration the Company has spent/incurred foreign exchangeequivalent to Rs. Nil. There are 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 riskmapping trend analysis risk exposure potential impact and risk mitigation process. Adetailed exercise is being carried out to identify evaluate manage and monitoring ofboth business and non-business risk. The Board periodically reviews the risks and suggestssteps to be taken to control and mitigate the same through a properly defined framework.

Although market conditions are likely to remain competitive future success willdepend upon offering improved products through technology innovation and productivity. TheCompany continues to invest in these areas.

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

CORPORATE SOCIAL RESPONSIBILITY

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

SUBSIDIARIES JOINT VENTURES AND ASSOCIATECOMPANIES

The Company is a Subsidiary; of Lemon Management Consultancy Private Limited.

The Company have no Subsidiary Joint Venture Associate Company or LLPs during theyear 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 ofprincipal or interest on public deposits was outstanding as on the date of the balancesheet.

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

During the year under review your Company has not accepted Deposits which are not incompliance 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 wouldimpact 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 scaleand complexity of its operations. The Audit Committee has in place a mechanism toidentify assess monitor and mitigate various risks to key business objectives. The AuditCommittee has a process for timely check for compliance with the operating systemsaccounting procedures and policies. Major risks identified by the businesses and functionsare 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 177of the Companies Act 2013. This policy establishes a vigil mechanism for directors andemployees to report their genuine concerns actual or suspected fraud or violation of theCompany's code of conduct. The said mechanism also provides for adequate safeguardsagainst victimization of the persons who use such mechanism and makes provision for directaccess to the chairperson of the Audit Committee. We confirm that during the financialyear 2021-22 no employee of the Company was denied access to the Audit Committee. Thesaid Whistle Blower Policy is available on the website of the Company awww.januscorp.co.in.

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

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

All the Board Members and the Senior Management personnel have confirmed compliancewith 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 employeescan work together without fear of sexual harassment exploitation and intimidation.Accordingly the Company has in place an Anti-Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. Internal Complaints Committee (ICC) was set up to redresscomplaints received regarding sexual harassment. All employees (Permanent Contractualtemporary trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed offduring 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 yearunder review as stipulated under the provisions of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 form part of the Annual Report.

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

POSTALBALLOT:

No Postal ballot was conducted by the company during the year 2021-22.

PREVENTION OF INSIDERTRADING

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

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

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

The Chief Executive Officer and Chief Financial Officer Certification as required underRegulation 17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation 2015 havebeen 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 theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementcontaining the disclosures pertaining to remuneration and other details as required underthe Act and the above Rules are provided in the Annual Report.

The disclosures as specified under Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. The percentage increase in remunerationof each Director ChiefFinancial Officer and

Company Secretary during the financial year 2020-21 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2020-2021 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 theState Governments Government agencies Banks & Financial Institutions customersshareholders vendors and other related organizations who through their continued supportand co-operation have helped as partners in your Company's progress. Your Directors alsoacknowledge the hard work dedication and commitment of the employees.

The Directors would also like to thank BSE Ltd. and our Registrar and Share TransferAgent 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
Place: Mumbai Managing Director Director
Date: 05/09/2022 DIN:05269529 DIN:08210336

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