To,
The Members,
Janus Corporation Limited Mumbai
Your Directors take pleasure in presenting the 26th Annual Report on the business and
operation of your Company together with the Audited Financial Statements for the financial
year ended March 31, 2024:
FINANCIAL SUMMARY
The Key highlights of the Audited Financial Statements of your Company for the
Financial Year ended March 31, 2024 and comparison with the previous Financial Year ended
March 31, 2023 are summarizedbelow:
Amount in Rs.
| Particulars |
2023-24 |
2022-23 |
| Income from Operations |
38,90,21,159 |
35,97,87,051 |
| Other Income |
0 |
0 |
| Total Revenue |
38,90,21,159 |
35,97,87,051 |
| Less: Total Expenditure (Excl. Dep. & Int.) |
38,22,35,879 |
35,24,37,544 |
| Profit and (Loss) before Depreciation and Tax |
67,85,280 |
73,49,507 |
| Less: Depreciation |
15,89,829 |
24,47,401 |
| Interest |
0 |
0 |
| Profit Before Tax |
51,95,451 |
49,02,106 |
| Less: Provision for Tax |
|
|
| - Current Tax |
6,62,055 |
14,45,741 |
| - Deferred Tax |
8,34,174 |
1,71,193 |
| - Excess provision of earlier year written back |
0 |
0 |
| - Adjustment of MAT |
0 |
0 |
| Profit And (Loss) After Tax |
36,99,222 |
36,27,559 |
| Earnings Per Share (EPS) |
|
|
| 1. Basic EPS |
0.28 |
0.27 |
| 2. Diluted EPS |
0.28 |
0.27 |
STATE OF COMPANY'S AFFAIRS:
Revenue from operations for the year under reference has shown an Increase of around
51.95 %Vis- ?-vis the preceding financial year.
The bottom line has also shown considerable improvement. Profit for the year (before
tax) has shown Rs. 51,95,451/- as compared to profit last year of Rs. 49,02,106/-.
Further, there are no significant and material events impacting the going concern status
and Company's operations in future.
DIVIDEND
In order to conserve the resources for the business requirement, your Board of
Directors do not recommend dividend for the Financial Year 2023-24
TRANSFER TO RESERVES
Your Directors do not propose to transfer any amount to General Reserves for the
Financial Year 2023- 24.
CHANGE IN THE NATURE OF BUSINESS
During the year under review was is no change in the nature of the Business or any
activity of business of the Company.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
During the year under review, the Company does not have any Subsidiary, Associate
Companies and Joint Ventures.
After the closure of financial year 2023-24, the Company on 29th July, 2024
on Allotment of 1,15,20,000 equity shares of the Company of face value of Rs. 10/- each
("Equity Shares"), on Preferential allotment basis, to the shareholders of
Forever Business Solutions Private Limited ("FBSPL") at a price of Rs. 12/-
(including premium of Rs. 2/-), for consideration other than cash (share swap basis),
being discharge of total purchase consideration of Rs. 13,82,40,000/- (Rupees Thirteen
crores Eighty-Two Lacs Forty Thousand Only) ("Purchase Consideration") for the
acquisition of 28,80,000 equity shares ("Sale Shares") of Forever Business
Solutions Private Limited ("FBSPL") from the Proposed Allottees at a price of
Rs.48/- (Rupees Forty-Eight Only) per equity share of FBSPL,
As a result of preferential allotment on share swap basis, Forever Business Solutions
Private Limited ("FBSPL") becomes a Wholly Owned Subsidiary of the Company
w.e.f. 29th July, 2024.
A separate statement containing the salient features of financial statements of
Subsidiary Company of your Company forms part of Annual Report in the prescribed Form
AOC-1 as Annexure I in compliance with Section 129 and other applicable provisions,
if any, of the Companies Act, 2013.
The Financial Statements of the Wholly Owned Subsidiary company and related information
are available for inspection by the Members at the Registered Office of the Company during
the business hours on all days except Saturdays, Sundays and public holidays up to the
date of the Annual General Meeting (AGM) as required under Section 136 of the Companies
Act, 2013.
CHANGES IN CAPITAL STRUCTURE
During the year under review, No changes was done in Authorized and Paid up Capital of
Company.
As on 31st March, 2024 the Authorized and Paid up Share Capital of the Company is Rs.
60,00,00,000 (Rupees Sixty Crores Only) and Rs. 13,39,10,000/- (Rupees Thirteen Crores
Thirty Nine Lakhs Ten Thousand Only) respectively.
However, after the closure of financial year and pursuant to allotment of Equity Shares
on Share swap basis the Paid-up capital of the Company is increased from Rs.
13,39,10,000/- (Rupees Thirteen Crores Thirty-Nine Lakhs Ten Thousand Only) to Rs.
24,91,10,000/- (Rupees Twenty Four Crores Ninty one lacs Ten thousand only).
DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE
2016:-
During the year under review, there were no applications made or proceedings pending in
the name of the company under the Insolvency Bankruptcy code, 2016
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS: -
During the year under review, there has been no one time settlement of loans taken from
banks and Financial institutions.
EXTRACT OF ANNUAL RETURN
Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with
Rule 12 of Companies (Management and Administration) Rules, 2014, the Annual Return (Form
MGT-7) for the Financial Year 2023-24 has been appended as Annexure II to this
Report and is available on the Company's website www.januscorporation.in.
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, 2024 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.
MAJOR EVENTS DURING THE F.Y. 2023-24
There was no major event in the company during the financial year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL I. Board of Directors:
As on March 31, 2024, the Board of Directors of the Company comprises of 6 (Six)
Directors, of which 3 (Three) are Non-Executive Directors, 1(One) is Non-executive
Non-Independent Director and 2(Two) is Executive Director. The Constitution of the Board
of the Company is in accordance with Section 149(6) ofthe Companies Act, 2013 and
Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The details are as follow:
| Sr. No. Name |
Designation |
| 1. Jitendra Bharat Parmar * |
Managing Director |
| 2. Mahesh Keshav Kamble |
Non-Executive Independent Director |
| 3. Mangesh Kashinath Kamble |
Non-Executive Independent Director |
| 4. Manisha Sadashiv Bobade |
Non-Executive Independent Director |
| 5. Datta B Kamble |
Non-Executive Non-Independent |
| 6. Vijay Baburao Mane |
Executive Director |
| 7. Sachin Bhimrao Puri$ |
Executive Director |
Note: * Appointed w.e.f. 31.07.2023 $ Change in designation from MD to ED w.e.f.
06.09.2023
On the basis of the written representations received from the Directors, none of the
above directors are disqualified under Section 164 (2) of the Companies Act, 2013 and are
also not debarred by SEBI or any other statutory authority for holding office of a
Director.
II. KEY MANAGERIAL PERSONNEL
During the year under review, Ms. Niharika Kothari resigned from the post of Company
Secretary cum Compliance Officer from March 01, 2024
Further, as per the provisions of Section 203 of the Companies Act, 2013, the Key
Managerial Personnel of the Company as on March 31, 2024 were as under:
| Sr. No. Name |
Designation |
| 1. Jitendra Bharat Parmar |
Managing Director |
| 2. Rajatmohan Gopalmohan Sinha |
Chief Financial Officer |
| 3. Niharika Kothari |
Company Secretary (resigned w.e.f. 01-03-2024) |
DIRECTORS RETIRING BY ROTAION
No Director, who is liable to retire by rotation in the Financial Year 2023-24.
DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 149, 152 of the Companies Act, 2013, read with
Schedule IV and other applicable provisions, if any, and the Companies (Appointment and
Qualification of Directors) Rules, 2014, the Independent Directors are appointed for a
term of 5 years and are not liable to retire by rotation.
Further, the Company has received the declarations from the Independent Directors
confirming that they meet with the criteria of Independence as prescribed under the
amended provisions of Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the same has been taken on the records of the Company
in the Board meeting and there has been no change in the circumstances affecting their
status as Independent Directors of the Company.
During the year under review, the Non-Executive Directors of the Company had no
pecuniary relationship or transactions with the Company, other than receiving the Sitting
fees, Commission, if any, and reimbursement of expenses incurred by them for the purpose
of attending meetings of the Board / Committees of the Company.
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, Board of Directors met 8 (Eight) times, the details of
which is as follows;
| Sr. No. |
Date of the Meeting |
Number of Director Present |
| 1 |
03/04/2023 |
6/6 |
| 2 |
31/05/2023 |
6/6 |
| 3 |
31/07/2023 |
6/6 |
| 4 |
06/09/2023 |
7/7 |
| 5 |
18/09/2023 |
7/7 |
| 6 |
11/11/2023 |
7/7 |
| 7 |
29/01/2024 |
7/7 |
| 8 |
11/03/2024 |
7/7 |
MEETING OF INDEPENDENT DIRECTOR
During the year under review, 1 (one) meeting of Independent Directors of the Company
was held on 27/03/2024. The object of Independent Meeting was to review the performance of
Non- Independent Director and the Board as a whole including the Chairperson of the
Company.
COMMITTEES OF THE BOARD:
The Board of Directors of your Company have formed various Committees, as per the
provisions of the Companies Act, 2013 and as per SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015and as a part of the best Corporate Governance practices,
the terms of reference and the constitution of those committees is in compliance with the
applicable laws.
In order to ensure focused attention on business and for better governance and
accountability, the Board has constituted the following committees; I. Audit Committee
II. Nomination and Remuneration Committee III. Stakeholders' Relationship Committee
I. AUDITCOMMITTEE:
The constitution of the Audit Committee is as follows:
| Sr. No. Name of the Director |
Designation |
Nature of Directorship |
| 1. Manisha Sadashiv Bobade |
Chairman |
Non-Executive Independent Director |
| 2. Mahesh Keshav Kamble |
Member |
Non-Executive Independent Director |
| 3. Sachin Bhimrao Puri |
Member |
Executive Director |
The Company Secretary and Compliance Officer of the Company was the Secretary to the
Audit Committee.
During the year under review, 4(Four) Audit Committee meetings were held dated
30/05/2023, 31/07/2023, 06/09/2023 and 11/11/2023 properly convened & held.
Terms & Scope of Work of Committee:
1. Oversight of the Issuer's financial reporting process and disclosure of its
financial information toensure 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
statutoryauditors;
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 theBoard‘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 adequacyof 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 headingthe 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. NOMINATION AND REMUNERATIONCOMMITTEE:
The constitution of the Nomination and Remuneration committee 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. Sachin Puri |
Member |
Executive Director |
During the year, 3 Nomination and Remuneration Committee meeting were held dated,
03/05/2023 and30/05/2023 and 31/07/2023 respectively.
Terms & Scope of Work of Committee:
a) identify persons who are qualified to become directors and who may be appointed in
senior management in accordance with the criteria laid down, recommend to the Board their
appointment and removal and shall carryout evaluation of every director's performance;
b) formulate the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the Board a policy, relating to the
remuneration for the directors, keymanagerial personnel and other employees
c) while formulating the policy under (b) above, ensure that
the level and composition of remuneration is reasonable and sufficient to attract,
retain and motivate directors of the quality required to run the Company successfully;
Relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and remuneration to directors, key managerial personnel and senior management
involves a balancebetween fixed and incentive pay reflecting short and long-term
performance objectives appropriate to the working of the company and its goals:
d) such other functions / activities as may be assigned / delegated from time to time
by the Board of Directors of the Company and / or pursuant to the provisions of the
Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014
(as amended) and the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, to the extent applicable from time to time to
the Company.
e) formulation of criteria for evaluation of performance of independent directors and
the board of directors;
f) devising a policy on diversity of board of directors;
g) 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
of directorstheir appointment and removal.
h) Whether to extend or continue the term of appointment of the independent director,
on the basisof the report of performance evaluation of independent directors.
i) Recommend to the board, all remuneration, in whatever form, payable to senior
management.
The Board has framed a policy for selection and appointment of Directors, Senior
Managementand their remuneration. The details of this policy are given in Annexure III to
this Report.
III. STAKEHOLDERS' RELATIONSHIP COMMITTEE:
The Constitution of Stakeholder relationship Committee 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. Sachin Puri |
Member |
Executive Director |
During the year under review, 3 Stakeholder's Relationship Committee meeting were held
on06/09/2023, 18/09/2023 and 11/03/2024 respectively.
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
securityholders;
2. Redressal of grievances of the security holders of our Company, including complaints
inrespect 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
whenamended from time to time.
STATUTORY AUDITORS
In terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and
Auditors) Rules, 2014. M/s. Choudhary Choudhary & Co, (FRN: 002910C),
Chartered Accountant was appointed as the Statutory Auditors of the
Company to hold office for Second term of 5 years Commencing from the F.Y. 2024-2025 to
2028-2029.
There are no qualifications, reservations or adverse remarks or disclaimers made by
M/s. Choudhary Choudhary & Co., Chartered Accountants (FRN: 002910C), Statutory
Auditors, in their Report on the accounts of the Company for the year under review. 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 Section 204(1) read with Section 134(3) of the Companies Act, 2013 read
with the 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 undertake the Secretarial Audit of the Company for the financial year
2023-24. The Secretarial Audit Report in the prescribed Form No. MR-3 is attached as
"Annexure-IV" and forms a part of this Report.
Secretarial audit report except what have been specifically mentioned the Report which
is self- explanatory following qualifications, reservations or adverse remarks or
disclaimers made by Secretarial Auditors:
1.The company has not filed DIR 12 for Mr. Shirish Mungantiwar Avinash for cessation as
Directordue to death up to the signing date of this report to ROC.
2. The Company has not filed ADT -1 for appointment of M/s. Choudhary Choudhary
& Co. as StatutoryAuditor of the
Company.
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.
4.The company has delayed, filing of form AOC-4 XBRL and MGT-7 for F.Y. 2022-2023 and
some other e-Forms with additional fees toROC.
5. During the year under review, some of the E-forms filed with additional
filing fees.
The management comments and notes on the Observations of Secretarial Auditors are as
follows:
With reference to the non-filing of form MR-1, DIR 12 and ADT-1, it was given to the
professional for filing but due to some non-avoidable reason it could not be file and it
was not informed by him to us about non filing of forms, 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.
INTERNAL AUDITOR
The Company has robust internal audit system for assessment of audit findings and its
mitigation. The Internal Audit function covers all the labs, inventory audit, stock takes,
audit for project related accounts, corporate accounts etc.
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies
(Accounts) Rules, 2014, and on the recommendation of the Audit Committee, M/s. Shailesh
Pandey & Co., Chartered Accountant, were appointed by the Board of Directors to
conduct internal audit reviews ofthe Company and the Internal Auditor directly reports to
the Audit Committee for functional matters.The Audit Committee in its quarterly meetings
reviews the internal audit and controls reports. The Company's internal controls are
commensurate with the size and operations of the business. Continuous internal monitoring
mechanism ensures timely identification and redressal of issues.
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.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34 of the (Listing Obligations Disclosures Requirements), Regulations,
2015 is presented in a separate section and forms part of the Annual Report of the
Company.
CORPORATE GOVERNANCE
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 15 of SEBI (LODR), Regulation, 2015
and rules the Corporate Governance is not applicable on SME Listed Companies).
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has practice of conducting familiarization programme for Independent
Directors of theCompany. 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.
CHANGE IN THE REGISTERED OFFICE OF THE COMPANY
During the year under review there is no change in the Registered Office of the
Company.
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
During the year under review, the Statutory Auditors have not reported any fraud under
Section 143 (12) of the Companies Act, 2013.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
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 RELATED PARTIES
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
disclosuresof 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
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the
Rule 8(3) of The Companies (Accounts) Rules, 2014 is as follows:
| A CONSERVATION OF ENERGY |
|
| i) Steps taken or impacton conservation of energy |
Your Company accords highest priority to energy conservation and is committed for
energy conservation measures including regular review of energy consumption and effective
control on utilization of energy. The Company has designed its facilities keeping in view
the objective of minimum energy loss. The Company has taken all steps to conserve Energy
in the work placesby educating and training the employees to conserve energy. |
|
The Company has installed invertor AC in areas which are operatingextended hours
Energy saving LED lights are installed at various laboratories and collection centers. |
| ii) Steps taken by the Company for utilizing alternate sources of energy |
The Company being in the service industry does not have any power generation units and
did not produce/generate anyrenewable or conventional power |
| iii) Capital investmenton energy conservation equipment |
The Capital investment on energy conservation equipment isinsignificant. |
| B TECHNOLOGY ABSORPTION |
|
| i) Efforts made towards technology absorption |
The Company being in Service Sector has adopted all newtechnology in terms of new
software and hardware and latest machinery with automated processes available in the
current |
|
Techno-environment and commensurate to the size, scale and complexity of its
operations. |
| ii) Benefits derived from technology absorption |
Technology absorption has helped the Company to provide betterand more accurate
service to the Customers. |
| iii) Details of Imported technology |
|
| (last three years) |
|
| - Details of technology imported |
Nil |
| - Year of Import |
N.A. |
| - Whether technology being fully absorbed |
N.A. |
| - If not fully absorbed, areas where absorption has not taken place and reasons
thereof |
N.A. |
| iv) Expenditure incurred on Research and development |
Nil |
| C FOREIGN EXCHANGE EARNINGS AND OUTGO ( in Lakhs) |
|
| i) Foreign Exchange inflow |
Nil |
| ii) Foreign Exchange outflow |
Nil |
RISKS MANAGEMENT POLICY AND AREA OFCONCERN
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 bythe 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
During the year under review, the provisions of Section 135 of the Companies Act, 2013
read with theCompanies (Corporate Social Responsibility Policy) Rules, 2014, are not
applicable to the Company.
DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OFTHE COMPANIES ACT 2013
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 victimization 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 2023-24, 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.januscorporation.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.
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 of
during the year:
| No. of Complaints received |
Nil |
| No. of Complaints disposed off |
Nil |
POSTAL BALLOT:
No Postal ballot was conducted by the company during the year 2023-24.
EXTRA ORDINARY GENERAL MEETING
During the year under review, there were no Extra-Ordinary General Meeting were held;
However after the closure of Financial year 2023-2024, One Extra-Ordinary General
Meeting was held on 10th May, 2024 for approval of Shareholders for Issue and
Allotment of 1,15,20,000 equity shares of the Company of face value of Rs. 10/- each
("Equity Shares"), on Preferential basis, to the shareholders of Forever
Business Solutions Private Limited ("FBSPL") at a price of Rs. 12/- (including
premium of Rs. 2/-), for consideration other than cash (share swap basis), being discharge
of total purchase consideration of Rs. 13,82,40,000/- (Rupees Thirteen crores Eighty-Two
Lacs Forty Thousand Only) ("Purchase Consideration") for the acquisition of
28,80,000 equity shares ("Sale Shares") of Forever Business Solutions Private
Limited ("FBSPL") from the Proposed Allottees at a price of Rs.48/- (Rupees
Forty-Eight Only) per equity share of FBSPL.
PREVENTION OF INSIDER TRADING
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 inrelation 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 not applicable on the Company as
theCompany is listed on the SME platform and the exemption is granted to the Companies
listed on the SME platform under Regulation 15(2) of SEBI (LODR), Regulations, 2015
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:
Disclosures with respect to the remuneration of Directors and employees as required
under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure-V to
this Report. There were no such employees of the Company for which the information
required to be disclosed pursuant to Section 197 of the Companies Act, 2013 read with Rule
5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and the
Company complies with all the applicable provisions of the same during the year under
review.
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 DIRECTORSFOR |
|
|
JANUS CORPORATION LIMITED |
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|
Sd/- |
Sd/- |
|
JITENDRA BHARAT PARMAR |
MAHESH KAMBLE |
| Place: Mumbai |
MANAGING DIRECTOR |
DIRECTOR |
| Date: 03.09.2024 |
DIN: 10257158 |
DIN: 08210336 |
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