Dear Shareholder(s),
Your Directors have the pleasure in presenting the Twenty First (21st) Annual Report of your Company (Updater Services Limited / UDS) on business and operations of the Company along with the Audited Standalone and Consolidated Financial Statements and the Auditors' Report for the year ended March 31, 2024 (Year under review). Consolidated performances of the Company, and its Subsidiaries have been referred to wherever required.
1. Financial Summary for the year ended March 31, 2024
Your Company has achieved a good performance in Financial Year 2024. Revenue from operations on standalone basis has increased from I 13,085.42 Million to I 14171.16 Million, an increase of 8.3%. The consolidated results achieved demonstrate that our subsidiary companies continue to do well and add significantly to the financial performance of the UDS group. Consolidated revenue has increased from 20,988.87 Million to I 24,443.63 Million, which is an increase of 16.5% Consolidated profit before tax has increased from I 541.88 Million to I 845.83 Million and net profit after tax from I 346.05 Million to I 662.64 Million.
On a standalone basis your Company has achieved good results with an increase in profit before tax from I 378.54 Million to I 399.20 Million and a increase of 5.5% in profit before tax.
2. Dividend
The Company is compliant with the Dividend Distribution Policy, which outlines the different criteria the Board may use to recommend or declare a dividend, use of retained profits, etc. in compliance with Regulation 43 of the Listing Regulations. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the Company's website at https://www.uds.in/webroot/media/ relatedlinkfiles/dividend-distribution-policy- file-8476.pdf
The board has decided to conserve cash and retain the profits generated during the year for business expansion activities and hence is not recommending any dividend.
3. Review of Business Operations and Future Prospects:
Your Company has achieved good performance during the current year. On a consolidated basis also, profits rose due to good performances by many of our subsidiary companies, if not for the impairment loss provided.
The Total Income of the Company for the year ended 31st March 2024 was I 14,171.16 Million as compared to I 13,085.42 million in the Previous Year. Profit before Tax was higher at I 399.20 Million as against I 378.54 Million for the previous year and the Profit after Tax considering Other Comprehensive Income/(Loss) was I 371.98 Million compared to I 336 Million during the last year. On a consolidated basis the Total Income of the Company for the year ended 31st March 2024 was I 24,443.63 Million as compared to I 20,988.87 Million in the Previous Year. Profit before Tax was at I 845.83 Million as against I 541.88 Million for the previous year and the
Profit after Tax considering Other Comprehensive Income/(Loss) was I 662.24 Million compared to I 355.79 during the last year. Your Directors are optimistic about the company's business prospects and are hopeful of a better performance with considerable increase in revenue and profits in the FY2024-25.
4. Material Changes and Commitment if any Affecting the Financial Position of the Company Which have Occurred Between the end of the Financial Year to which this Financial Statement Relate and the Date of the Report
No material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year to which the Company's financial statements relate and the date of the report.
5. Transfer to Reserve
Your Company does not propose to carry any amount to reserves, during the financial year ending March 31, 2024.
Your Company did not have any amounts due or outstanding as at Balance Sheet date to be credited to the Investor Education and Protection Fund.
6. Listing
The shares of your Company are listed at National Stock Exchange Limited and BSE Limited on October 04, 2023.
Your Company confirms that it has paid the Annual Listing Fees for the year 2024-25 to National Stock Exchange of India Limited and BSE Limited.
7. Change in the Nature of Business
Your company operates in 2 broad segments;
1. Integrated facilities management - IFM and
2. Business support services - BSS.
Your Company continues to operate in these 2 segments and there has been no change in the nature of business of the Company.
8. Changes In Share Capital, if any
During the financial year, there were changes in the Issued, Subscribed and Paid-up Capital of the Company.
I n the Financial Year, on August 10, 2023, your Company have allotted 4,16,888 equity shares pursuant to exercise of ESOP's and application money received from the respective eligible employees.
Further, in the FY 2023-24, your Company made an Initial Public Offering of 2,13,33,333 Equity Shares of the face value of I 10/- each at an issue price of I 300/- per Equity Share, comprising offer for sale of 80,00,000 shares (40 Lakhs equity shares of Tangi Facility Solutions Pvt Ltd, 8 Lakhs equity shares of IBEF-II and 32 Lakhs equity shares of IBEF-IIA) and fresh issue of 1,33,33,333 shares. The Equity Shares of the Company were listed on BSE Limited (“BSE”) and National Stock Exchange Limited (“NSE”) on October 04, 2023.
Consequent to the Initial Public Offering during the FY 2023-24, the subscribed, paid up and issued share capital of the company increased from I 53,36,93,550/- to I 66,70,26,880/-.
Further on 19th January 2024 &10th February 2024 your Company have alloted 1,80,573 and 65,105 equity shares respectively pursuant to exercise of ESOP's and application money has been received from the respective eligible employees as per Updater Employee Option Plan 2019
Post allotments the Company's paid-up equity share capital stood at I 66,94,83,660/- as on date of the report consisting of 6,69,48,366 equity shares of I 10/- each.
9. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
(A) Conservation of energy:
(B) Technology absorption:
(important during the last three years reckoned from the beginning of the financial year)
(C) Foreign Exchange Earnings and Outgo:
The Company has no activity, which requires reporting under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 with regard to Foreign Exchange Earnings and Outgo.
10. Statement Concerning Development and Implementation of Risk Management Policy of the Company
The Board has an effective audit committee, internal auditors and other control mechanisms to ensure a proper control environment in the company. The board continuously reviews the control framework policies and procedures as well as technology to ensure that controls work as they are designed to. Whenever there are any incidents that still occur in spite of all the controls and whenever an incident gets reported or is detected, the board has taken note of the matter and ensured speedy and proper investigation and follow up action to ensure that controls work effectively and so that the risks involved get managed.
During the year, your Directors have reviewed the Company's enterprise wide risk management framework in respect of the business activities. The Board is of the opinion that sufficient controls exists which are effective and efficient in identifying, monitoring and managing the risks involved.
The Risk Management Policy is posted on the Company's website at https://www.uds.in/webroot/ media/relatedlinkfiles/risk-management-policy- file-1181.pdf
11. Corporate Social Responsibility
Pursuant to the provisions of section 135 and schedule VII of the Companies Act, 2013, Corporate Social Responsibility (CSR) Committee was formed to recommend
(a) the policy on CSR and
(b) implementation of the CSR Projects or Programmes to be undertaken by the Company as per CSR Policy for consideration and approval by the Board of Directors. The policy on CSR as approved by the Board is posted on the Company's website at https:// www.uds.in/webroot/media/relatedlinkfiles/uds- csr-policy-file-2237.pdf
The Annual Report on Corporate Social Responsibility (CSR) Activities for the financial year ended March 31, 2024 pursuant to Section 135(4)(a) read with Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed and forms a part of this Report in Annexure I
Composition of the CSR Committee & Details of the meeting held during the year:
The meeting was held on March 27, 2024
meetings
attended
Further the Committee has been reconstituted with the approval of the Board at their meeting held on 28th March 2024, w.e.f. 2nd April 2024 (Closure of Business hours).
The details of Reconstituted committee is mentioned below:
Mr Raghunandana Tangirala, Chairman and Managing director - Chairperson
Mrs Sangeeta Sumesh, Independent Director - Member
Ms Jigyasa Sharma, Non-Executive Non-Independent Director - Member
12. Particulars of Loans, Guarantees or Investments Made Under Section 186 of the Companies Act, 2013
Details of loans and investments made by the Company under Section 186 of the Companies Act, 2013 forms part of the Notes to the Financial Statements. Details with reference to guarantees are given in Annexure II.
Your company has moved forward on its stated path of converting itself into a full value-added business support services platform and has had another great year in the area of acquisitions and towards strengthening its control over its existing partly owned subsidiaries.
Your company has made further investment in Sales enablement and other support and staffing services in Denave India Private Limited.
The details of the investments made by your company during the year are as follows:
The Company acquired additional equity shares of 9.75% in Denave India Private Limited during the Financial Year. Further another material subsidiary of the Company, M/s. Matrix Business Services India Private Limited also acquired equity shares of 10.43% in Denave. So, in total UDS holds 67.27% directly and through Matrix Business Services India Private Limited holds 10.43%.
13. Related Party Transactions
All Related Party Transactions entered during FY 2023-24 were on an arm's length basis and there were no material significant Related Party Transactions entered by the Company during the year that required shareholders' approval under Section 188 of Companies Act 2013 and Regulation 23 of the Listing Regulations. Prior Omnibus approval has been obtained from the Audit Committee for the related party transactions which are repetitive in nature, based on the criteria approved by the Board. In case of transactions which are unforeseen, the Audit Committee grants an approval to enter into such unforeseen transactions, provided the transaction value does not exceed the limit of I 1 Crore per transaction, in a financial year.
A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval every quarter. Pursuant to Regulation 23(9) of the Listing Regulations, the Company has filed reports on related party transactions with the Stock Exchange(s).
None of the transactions with related parties fall under the scope of Section 188(1) of the Companies Act 2013. Pursuant to Section 134(3)(h) read with Rule 8(2) of Companies (Accounts) Rules, 2014, there are no transactions to be reported under Section 188(1) of the Companies Act, 2013.
The policy on Materiality of Related Party Transactions, as approved by the Board of Directors, is available on the Company's website at https:// www.uds.in/webroot/media/relatedlinkfiles/ materiality-of-related-party-policy-file-1473.pdf
14. Statutory Auditors
As per the recommendations of the Board, the Shareholders at the 20th Annual General Meeting has approved the appointment of M/s BSR & Co, Chartered Accountants, (Firm Registration No. 101248W/W-100022) as Statutory Auditors of the Company for a period of 5 years, from the conclusion of the 20th Annual General Meeting till the conclusion of the 25th Annual General Meeting. The report issued by the Auditors to the members for the financial year ended March 31, 2024, does not contain any qualification, reservation or adverse remark, or disclaimer.
15. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, SPNP & Associates, Chennai, was appointed as Secretarial Auditor for FY 202324 by the Board in its meeting held on 10th October 2023, upon recommendation by the Audit Committee. The MR-3 report of the Secretarial Auditor has been circulated to the Board of Directors. The Secretarial Audit Report issued by M/s. SPNP & Associates Associates is annexed and forms a part of this Report in Annexure III. The Secretarial Audit Report does not contain any reservation or adverse remark for the year under review. Further, the Company complies with the mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and notified by the Ministry of Corporate Affairs (MCA). Further the Secretarial Audit report of the material subsidiaries is disclosed in the website of the Company
As per the requirement of regulation 24 A of SEBI (Listing Obligations and Disclosure requirements) Regulations 2015, Annual Secretarial Compliance report of the company annexed with the report as Annexure IV.
16. Internal Auditor
M/s. Protiviti India Member Private Limited was appointed as the Internal Auditors for FY 2023 -24, upon recommendation by the Audit Committee, by the Board of Directors at their meeting held on 7th November 2023. The Internal Audit Reports are placed before the Audit Committee on a quarterly basis for its scrutiny and suggestions, if any. The Audit Committee periodically reviews the performance of internal audit function.
17. Maintenance of Cost Records:
Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Act, is not required by the Company and accordingly, such accounts and records are not maintained.
18. Details in Respect of Frauds Reported by Auditors Under Section 143 (12) Other than those which are Reportable to the Central Government
During the year under review, there were no instances of fraud falling within the purview of Section 143(12) of the Companies Act, 2013 and rules made there under by officers or employees reported by the Statutory Auditors of the Company during the course of the audit conducted and therefore no details are required to be disclosed under Sec 134(3) of the Act.
19. Particulars of Employees
In accordance with Section 197(12) of the Act and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is appended as “Annexure V” and is a crucial component of this Report, the Company is obligated to make disclosures.
The statement containing the top 10 employees on roll and particulars of employees employed throughout the year whose remuneration is more than I 10.20 Million or more per annum and employees employed part-time and in receipt of remuneration of I 0.85 Million or more per month as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, forms an integral part of this Report. However, the same is not being sent along with this Annual Report to the members of the Company in line with the provision of Section 136 of the Act. Members interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company.
The aforesaid annexure is also available for inspection by the Members at the Registered Office of the Company, 21 days before and up to the date of the ensuing AGM during the business hours on working days.
20. Annual Return
The Annual Return in Form MGT-7 for the financial year ended March 31, 2023, as prescribed under Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, read with Rule 12 of Companies (Management and Administration) Rules, 2014, as amended, is disclosed on the website of the Company https:// www.uds.in/related-links/annual-return.
21. Number of Meetings/Conducted During the Year Under Review
The Board met 13 times during the financial year 2023-2024 as per the details furnished in the Report on Corporate Governance. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. Your Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.
Audit Committee
Composition of Audit Committee
The composition of the Audit Committee is as under and it is in compliance with the provisions of Section 177 of the Companies Act 2013 read with the rules there under and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. The constitution of Audit Committee, scope of the activities of the Audit Committee and the meetings held during the financial year is set out in the Report on Corporate Governance.
During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.
The Members of the Audit Committee met Ten times during the financial year under review, as per the details stated in the Report on Corporate Governance.
Nomination and Remuneration Committee
The Composition of Nomination and Remuneration Committee is in compliance with the provision of Section 178 of Companies Act 2013 read with rules made thereunder and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Members of the Nomination and Remuneration Committee met four times during the financial year under review. The details of the constitution of the Nomination and Remuneration Committee, terms of reference and the meetings held during the financial year have been stated in the Report on Corporate Governance.
The Policy can be accessed from our website https:// www.uds.in/webroot/media/relatedlinkfiles/ nomination-and-remuneration-policy-file-1098.pdf. A formal Annual Evaluation by the Board was done as per the Board evaluation policy
Stakeholders Relationship Committee
The Members of the Stakeholders Relationship Committee met 1 time during the financial year under review. The details of the constitution of the Stakeholders Relationship Committee, details of the meetings and terms of reference have been stated in the Report on Corporate Governance.
Risk Management Committee
The risk management committee was constituted on March 21, 2023. The Members of the Risk Management Committee met 1 time during the financial year under review. The details of the constitution / reconstitution if any, of the Risk Management Committee, details of the meetings and terms of reference have been stated in the Report on Corporate Governance.
Corporate Social Responsibility Committee
The Members of the Corporate Social Responsibility Committee met 1 time during the financial year under review. The details of the constitution of the CSR Committee and the Committee meetings held during the financial year have been stated in the Report on Corporate Governance.
IPO Committee:
During the year IPO committee met 5 times to handle various matters pertaining to Initial Public Offer and to determine the utilisation of proceeds of the Fresh Issue and accept and appropriate proceeds of the Fresh Issue in accordance with the applicable laws and to settle all questions. Constitution of the IPO Committee and the Committee meetings held during the financial year have been stated in the Report on Corporate Governance.
Environmental Social Governance Committee (ESG)
During the year the Board of Directors at their meeting held on 28th March 2024, had approved the constitution of ESG committee. The Committee constituted to ensure effective implementation of the framework, demonstrate their commitment to sustainability, social responsibility and corporate governance, and enhance stakeholder trust and confidence in their reporting practices. It plays a crucial role in promoting responsible business practices, managing ESG risks, enhancing stakeholder engagement, and driving long-term value creation for the company and society as a whole. The details of the same have been stated in Report on Corporate Governance.
22. Separate Meeting of Independent Directors
The Independent Directors of the Company had met during the year on 30th March, 2024 to review the performance of Non-Independent Directors and the Board as a whole, reviewed the performance of the Chairperson of the Company and also assessed the quality, quantity and timeliness of flow of information between the company management and the Board without the presence of the Non-Independent Directors and members of the Management.
23. Remuneration Policy
The Board has on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration as required under Section 178(3) of the Companies Act, 2013, and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. The salient features of the Remuneration Policy
are stated in the Report on Corporate Governance. The Remuneration Policy approved by the Board of Directors is posted on the website of the Company https://www.uds.in/webroot/media/ relatedlinkfiles/nomination-and-remuneration- policy-file-1098.pdf
24. Board Diversity:
The company thinks that fostering an inclusive and diverse culture is essential to its success. In order to maintain our competitive edge, a diverse Board will have advantage of differences in viewpoint, knowledge, experience in the industry, geographic background, age, race, ethnicity, gender, and knowledge and skills. These include expertise in financial services, global business, leadership, technology, mergers and acquisitions, Board service, strategy, sales and marketing, Environment, Social and Governance (ESG), risk, and cybersecurity, among other areas.
The Board has established a Board Diversity Policy considering the value of varied membership. The Policy guarantees sufficient diversity within its Board of Directors, facilitating their effective operation and promote distinct cognitive processes at the rear with a range of management and industrial experience.
The policy is made available on the Company's website at https://www.uds.in/webroot/media/relatedlinkfiles/ uds-board-diversity-policy-file-1713.pdf
25. Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:
(a) I n the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a “going concern” basis;
(e) The Company being unlisted, sub clause (e) of section 134(5) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company; and
(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
26. Subsidiaries, Joint Ventures and Associate Companies
The Company has no Associates and it has not entered into Joint Venture with any other Company during the financial year under review. The Company has the following subsidiary Companies as on 31st March 2024:
i . Avon Solutions & Logistics Private Limited
i i . I ntegrated Technical Staffing and Solutions
Private Limited
i ii. Tangy Supplies & Solutions Private Limited i v. Stanworth Management Private Limited
v. Fusion Foods & Catering Private Limited
vi. Wynwy Technologies Private Limited (Earlier known as Zappy Home Solutions Private Limited)
vii. Global Flight Handling Services Private Limited
viii. Updater Services (UDS) Foundation ( Section 8 Company)
ix. Matrix Business Services India Private Limited
x. Washroom Hygiene Concepts Private Limited
xi. Denave India Private Limited
xii. Athena BPO Private Limited
Pursuant to section 129 and Rule 5 of the Companies (Accounts) Rules 2014, the Financial Performance of the above-mentioned Subsidiary Companies is furnished in Form AOC - 1 which is enclosed as Annexure VI as part of this Report.
During the period under report, as per Section 129(3) of the Companies Act, 2013, read with Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014, the Subsidiaries audited annual financial statements and related information, wherever applicable, will be made available to shareholders upon request and will also be available for inspection during regular business hours at the registered office of the Company. The audited annual financial statements shall also be available on the website of the Company.
Material Subsidiaries:
As required by the SEBI LODR regulations, the Company has adopted the regulations and formulated a Policy for determining Material Subsidiaries and the said policy is available on the Company's website at https://www.uds.in/webroot/ media/relatedlinkfiles/material-subsidiary-policy- file-1679.pdf.
Ms Sangeeta Sumesh Independent Director of the Company is a Director in the Board of M/s. Athena BPO Private Ltd Material Subsidiary of the Company with effect from 23 December 2022.
Ms Sangeeta Sumesh Independent Director of the Company is a Director in the Board of M/s. Matrix Business Service India Pvt Ltd. Material Subsidiary of the Company with effect from 24th June 2022.
Ms Sunil Rewachand Chandiramani Independent Director of the Company is a Director in the Board of M/s. Denave India Pvt Ltd. Material Subsidiary of the Company with effect from 15th June 2022.
The material subsidiary Company has also undertaken the Secretarial Audit in line with the requirements of Regulation 24 of SEBI LODR Regulations 2015.
27. Deposits
During the year under review, the Company has neither invited nor accepted deposits from the public/members under Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 and no amount on account of principal or interest on deposits from public were outstanding as on the date of the balance sheet.
28. Directors and Key Managerial Personnel
During the financial year under review there was Appointment, Change in Designation and Resignation of Directors and Key Managerial Personnel as mentioned below:
was a change in his designation from Executive Director to
Non-Executive Director on 01.05.2023 and regularised as a
Director in the EGM held on September 18, 2023
He is liable to retirement by rotation at the
ensuing 21st Annual General Meeting and being eligible offers
himself for re-appointment.
Further in the Board meeting held on 10th February 2024, he has resigned from the position with effect from 10th February 2024 (close of Business hours)
29. Adequacy of Internal Financial Controls with Reference to Financial Statements
Proper and adequate internal control systems pertaining to financial statements have been adopted by your company. Your company ensures that existing internal controls serve to assist the operations in the best possible manner and discrepancies are reduced to the least possible extent, resulting in maximum effectiveness of the operations. During the year, such controls were tested and it was observed that they were operating effectively.
30. Corporate Governance and Shareholders Information
Your Company has taken adequate steps to adhere to all the stipulations laid down in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance is included as a part of this Annual Report.
Certificate from the Practising Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this Report.
31. Criteria for making payments to Non-Executive Directors:
The criteria for making payment to Non-Executive Directors is available on the website of the Company at: https://www.uds.in/webroot/media/ relatedlinkfiles/uds-criteria-for-making-payment- to-non-executive-directors-file-8584.pdf
32. Familiarisation programme:
The Company has a Familiarisation programme for Independent Directors under Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. It aims to provide Independent Directors Company insight to enable understanding of the business in depth and contribute significantly to the Company. Overview and details of the programme for Independent Directors have been updated on https://www.uds. in/related-links/Familiarisation-programme
33. Management Discussion and Analysis Report
Management Discussion and Analysis Report as required pursuant to Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, amended from time to time, (“Listing Regulations”) is disclosed separately in Annual Report. As required under the provisions of the Listing Regulations, the Audit Committee of the Company has reviewed the Management Discussion and Analysis Report of the Company for the year ended March 31, 2024.
34. Business Responsibility and Sustainability Report:
As stipulated under Regulation 34(2)(f) of the Listing Regulations, the Company's report on Business Responsibility and Sustainability describing the initiatives taken by the Company from environmental, social and governance perspectives forms a part of this Report as Annexure VII.
35. Declaration from Independent Directors
The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 and Regulation 16 and Regulation 25 of the SEBI (LODR) Regulations, 2015 that the Independent Directors of the Company continues to meet the criteria of their Independence laid down in Section 149(6) including the confirmations that their names have been included in the Data Bank maintained by the Indian Institute of Corporate Affairs and None of the Directors of the Company are disqualified from being appointed as Directors under Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
36. Disclosures Under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013:
The company is committed to and implementing the sexual harassment prevention policy in letter and spirit. The company is committed to the cause of diversity and inclusion and to provide a safe and non-discriminatory workplace to all its employees. The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment.
During the year under review, there were no cases filed pursuant to sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013.
37. Employees Stock Option Scheme
The company offers share-based incentives to qualified workers in an effort to draw and keep top talent, encouraging workers to match their own goals with the company's, and pushing workers to contribute more to the company's expansion. The following employee stock option plans have been established by the company:
i) Updater Employee Stock Option Plan 2019
i i) Updater Employee Stock Option Plan 2022
i ii) Updater Employee Stock Option Plan 2022 - Second
Disclosure with respect to stock options containing details as required under Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and SEBI Circular dated June 16, 2015, has been uploaded on the official website of the Company at www.uds.in for the period ended March 31, 2024.
Pursuant to the requirements of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, a certificate has been issued by the Secretarial Auditor of the Company confirming that the Plan has been implemented in accordance with the said Regulations, would be placed at the ensuing Annual General Meeting of the Company for inspection by the members.
The details of stock options granted & exercised during the year are provided in Notes of the Standalone Financial Statements.
38. Fraud Reporting
The Company has not entered into transactions which are fraudulent or illegal or violative of the Company's code of conduct. No whistle blower complaints was received during the year.
39. Details of Significant and Material Orders Passed by the Regulators, Courts and Tribunals
No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.
40. Vigil Mechanism/Whistle Blower Policy:
Pursuant to provisions of Section 177(9) of the Act and Regulation 22 of the Listing Regulations your Company has framed a vigil mechanism for Directors / Employees and every employee has the right to report to the concerned Director any genuine concerns or grievances about unprofessional conduct, malpractices, wrongful conduct, fraud, violation of the Company's policies & values, violation of law without any fear of reprisal. The Vigil Mechanism ensures standards of professionalism, honesty, integrity and ethical behaviour. The Whistle-Blower Policy is put on the Company's website and can be accessed at: https://www.uds. in/webroot/media/relatedlinkfiles/whistle-blower- policy-file-1565.pdf
The Company has not received any complaints under the Whistle Blower Policy during the Financial year ended March 31, 2024.
41. Code for Prevention of Insider Trading
The Company has adopted a Code of Prevention of Insider Trading with a view to regulating trading in securities by the Promoters, Directors and Designated Persons of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company's shares by the Promoters, Directors and the designated persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Code is put on the website of the Company and can be accessed at https://www.uds.in/webroot/media/ relatedlinkfiles/policy-on-prohibition-of-insider- trading-file-1885.pdf
In Compliance with the abovementioned Regulations, Structural Digital Database (SDD) was maintained by the company and necessary entries were made to monitor and record the flow of sharing of Unpublished Price Sensitive Information (UPSI). Adequate training was provided to all employees on the compliance procedures provided in the SEBI (Prohibition of Insider Trading) Regulations, 2015.