SYNERGY GREEN INDUSTRIES LIMITED

CODE OF CONDUCT FOR INSIDER TRADING

I. PREAMBLE

Insider trading refers to trading in the securities of a Company by its directors, employees or other persons so as to make a profit or avoid any loss, on the basis of unpublished price sensitive information known only to them and not to the general body of shareholders. This kind of profiteering by an insider erodes investors’ confidence in the integrity of the management of the company. 

Any trading in the securities of Synergy Green Industries Limited (“the Company / SGIL”) by its Directors / Officers, Employees or other persons connected with the Company, based on unpublished price sensitive information, in their possession, which can impact the price of the Company’s securities, shall constitute insider trading.

II. OBJECTIVE OF THE CODE

(1) The Code of Conduct for prevention of Insider Trading (“the Code”) is made to regulate, monitor and report the trading by the Insider in securities of Synergy Green Industries Limited. The Code of Conduct also aims to ensure monitoring, timely reporting and adequate disclosure of price sensitive information by the promoters/promoter group, members of the Promoter Group, Directors, Key Managerial Personnel, Designated Persons and immediate relatives of designated persons and connected persons of the Company.

(2) The Code has been made pursuant to Regulation 9 of the Securities and Exchange Board of India (SEBI) (Prohibition of Insider Trading) Regulations, 2015 amended vide Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 which were made effective from 1 st April, 2019.

III. DEFINITION

A. “Act” means the Securities and Exchange Board of India Act, 1992.

B. “Board” means the Board of Directors of the Company.

C. “The Code” means this Code of Conduct formulated for Regulating, Monitoring and Reporting by Insiders under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.

D. “Company” means Synergy Green Industries Limited.

E. “Compliance Officer” means the Company Secretary or such other senior officer designated so, reporting to the Board of Directors, who is financially 1literate and is capable of appreciating requirements for legal & regulatory compliance under these regulations and who shall be responsible for compliance of policies, procedures, maintenance of records, monitoring adherence to the rules for the preservation of unpublished price sensitive information, monitoring of trades and the implementation of the codes specified in these regulations under the overall supervision of the Board of Directors of the Company.

F. “Connected Person” means: 

i. any person who is or has during the six months prior to the concerned act been associated with a company, directly or indirectly, in any capacity including by reason of frequent communication with its officers or by being in any contractual, fiduciary or employment relationship or by being a director, officer or an employee of the Company or holds any position including a professional or business relationship between himself and the Company whether temporary or permanent, that allows such person, directly or indirectly, access to unpublished price sensitive information or is reasonably expected to allow such access.

ii. Without prejudice to the generality of the foregoing, the persons falling within the following categories shall be deemed to be connected persons unless the contrary is established:

a.An immediate relative of connected persons specified in clause (i); or

b. A holding Company or associate Company or subsidiary Company; or

c. An intermediary as specified in Section 12 of the Act or an employee or director thereof; or

d. An investment Company, trustee Company, asset management Company or an employee or director thereof; or

e. An official of a Stock Exchange or of clearing house or corporation; or

f. A member of Board Of Trustees of a Mutual Fund or a member of the Board of Directors of the asset management Company of a Mutual Fund or is an employee thereof; or

g. A member of the Board of directors or an employee of a public financial institution as defined in section 2 (72) of the Companies Act, 2013; or

h. An official or an employee of a self-regulatory organization recognized or authorized by the Board; or

i. A banker of the Company; or

j. A concern, firm, trust, Hindu undivided family, company or association of persons wherein a director of the Company or his immediate relative or banker of the Company, has more than ten per cent, of the holding or interest.

G. Designated Persons(s) shall mean:
Employees and connected persons designated on the basis of their functional role in the organization shall be governed by an internal code of conduct governing dealing in securities. Designated person shall include:

i. Every Promoter of the Company;

ii. Every director of the Company;

iii. Executive Assistant/Secretaries to Executive Directors;

iv. Whole Time Director and Employee up to two level below Whole Time Director of the Company and its Material Subsidiary(ies);

v. Every employee in the grade of Asst. Manager and above;

vi. Every employee in the Corporate Secretarial, Insurance, Taxation, Accounts, IT & Legal department irrespective of their role, designation etc.;

vii. Any other employee /person as may be determined by the Board from time to time in consultation with the management of the Company considering the objectives of the Code; and

viii. Immediate Relatives of connected persons;

ix. Employees of the Company intermediary or fiduciary designated on the basis of their functional role or access to unpublished price sensitive information in the organization by their board of directors or analogous body;

x. Employees of material subsidiaries of such listed companies designated on the basis of their functional role or access to unpublished price sensitive information in the organization by their board of directors;

xi. Chief Executive Officer and employees up to two levels below Chief  Executive Officer of such listed company, intermediary, fiduciary and its material subsidiaries irrespective of their functional role in the company or ability to have access to unpublished price sensitive information;

xii. Any support staff of listed company, intermediary or fiduciary such as staff from accounts department, secretarial department who have access to unpublished price sensitive information

H. “Director” means the Director as defined under Companies Act, 2013.

I. “Employee” means every employee of the Company whether permanent or contractual basis including the Directors in the employment of the Company.

J. “Financial Literate” means a person who has the ability to read and understand basic financial statements i.e. balance sheet, profit and loss account and statement of cash flows.

K. “Generally available Information” means information that is accessible to the public on a non- discriminatory basis. 

L. “Immediate relative” means a spouse of a person and includes parent, sibling and child of such person or of the spouse, any of whom is either dependent financially on such person, or consults such person in taking decisions relating to trading in securities.

M. “Insider” means any person who is:

a. A connected person; or

b. In possession of or having access to unpublished price sensitive information or

c. Designated Person or Any person in receipt of unpublished price sensitive information pursuant to a “legitimate purpose” shall be considered an “insider”.

N. Key Managerial Personnel (KMPs) means:

i. Whole-time director;

ii. Chief Financial Officer; and

iii. Company Secretary

O.“Legitimate Purpose” shall include sharing of unpublished price sensitive information in ordinary course of business by an Insider with Partners, Collaborators/ Lenders, Customers, Suppliers, Merchant Banker, Legal Advisors, Auditors, Insolvency Professionals or other advisors or consultants provided that such sharing has not been carried out to evade or circumvent the prohibitions of these regulations.

P. “Whole Time Director” means a Whole Time Director as defined under the Companies Act, 2013.

Q. “Promoter” shall have the meaning assigned to it under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 or any modification thereof.

R. “Need to Know basis” means that Unpublished Price Sensitive Information should be disclosed only to those within the Company who need the information to discharge their duty and whose possession of such information will not give rise to a conflict of interest or appearance of misuse of the information;

S. “Stock Exchange” means BSE SME Exchange of India;

T. “Securities” shall have the meaning assigned to it under the Securities Contracts (Regulation) Act, 1956 (42 of 1956) or any modification thereof except units of a mutual fund;

U. “Takeover regulations” means the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and any amendments thereto;

V. “Trading” means and includes subscribing, buying, selling, dealing, or agreeing to subscribe, buy, sell, deal in any securities, and “trade” shall be construed accordingly;

W. “Trading Day” means a day on which the recognized stock exchanges are open for trading;

X. “Trading Window” is a period to be specified by the Company for trading in the Company’s Securities by Promoters / Promoter Group / Directors / Key Managerial Personnel / Designated Persons and their Immediate Relatives. Promoters / Directors / Key Managerial Personnel / Designated Persons and their Immediate Relatives will not be able to deal in Company’s Securities if the Trading Window is intimated as being closed by the Company. The detailed information about opening and closing of Trading Window is given in Clause 10 of this Code. The Trading Window shall be closed during the time Price Sensitive Information remains unpublished and shall open 48 hours after the information is made public;

Y. “Unpublished Price Sensitive Information” or “UPSI” means any information relating to a company or its securities, directly or indirectly, that is not generally available which upon becoming generally available, is likely to materially affect the price of the securities and shall, ordinarily be including but not restricted to, information relating to the following:

a. Financial results;

b. Dividends;

c. Change in capital structure;

d. mergers, de-mergers, acquisitions, delisting, disposals and expansion of business and such other transactions;

e. changes in key managerial personnel.

Z. “Regulations” shall mean the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and any amendments thereto.

AA. “Whistle Blower” means an employee who reports instance of leak of price sensitive information under this Policy. 

Terms that have not been defined in this code shall have the same meaning 5assigned to them in the Act, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and/or any other SEBI Regulation(s) as amended from time to time.

Words and expressions used and not defined in this Code but defined in the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Securities Contracts (Regulation) Act, 1956 (42 of 1956), the Depositories Act, 1996 (22 of 1996) or the Companies Act, 2013 (18 of 2013) and rules and regulations made thereunder shall have the meanings respectively assigned to them in those legislation.

APPLICABILITY

This Code shall apply to all Designated Persons, immediate relatives of the Designated Persons, subsidiaries of the Company and to the extent mentioned, to Insiders and Connected Persons.

IV. PERIODICAL REPORTING TO BOARD/AUDIT COMMITTEE

The Compliance Officer shall report on insider trading to the Board of Directors of the Company and in particular, shall provide reports to the Chairman of the Audit Committee & to the Chairman of the Board of Directors on yearly basis.

V. COMMUNICATION OR PROCUREMENT OF UNPUBLISHED PRICE SENSITIVE INFORMATION

a. All information shall be handled within the Company on a need-to-know basis and no unpublished price sensitive information shall be communicated to any person except in furtherance of the insider’s legitimate purposes, performance of duties or discharge of his legal obligations.

b. Unpublished price sensitive information may be communicated, provided, allowed access to or procured, in connection with a transaction which entails:

I. an obligation to make an open offer under the takeover regulations where the Board of Directors of the Company is of informed opinion that the sharing of such information is in the best interests of the Company; or 

ii. not attracting the obligation to make an open offer under the takeover regulations but where the Board of Directors of the Company is of informed opinion that sharing of such information is in the best interests of the Company and the information that constitute unpublished price sensitive information is disseminated to be made generally available at least two trading days prior to the proposed transaction being effected in such form as the Board of Directors may determine to be adequate and fair to cover all relevant and material facts.

However, the Board of Directors shall require the parties to execute agreements to contract confidentiality and non-disclosure obligations on the part of such parties and such parties shall keep information so received confidential, except for the limited purpose and shall not otherwise trade in securities of the Company when in possession of unpublished price sensitive information.

VI. DISSEMINATION OF “PRICE SENSITIVE INFORMATION”

a. No information shall be passed by way of making a recommendation for the purchase or sale of securities of the Company.

b. The following guidelines shall be followed while dealing with analysts, research personnel, media persons & institutional investors.

i. Only public information to be provided.

ii. Unanticipated questions may be taken on notice and a considered response given later.

iii. If the answer includes unpublished price sensitive information, a public announcement should be made before responding.

VII. TRADING PLAN

a. A Designated Person shall be entitled to formulate a trading plan for dealing in securities of the Company and present it to the Compliance Officer for approval and public disclosure pursuant to which trades may be carried out on his/her behalf in accordance with such plan (Annexure I).

b. Trading Plan shall:

I. not entail commencement of trading on behalf of the insider earlier than 06 months from the public disclosure of the plan; 

ii. not entail trading for the period between the 20th trading day prior to the last day of any financial period for which results are required to be announced by the issuer of the securities and the second trading day after the disclosure of such financial results;

iii. entail trading for a period of not less than 12 months;

iv. not entail overlap of any period for which another trading plan is already in existence;

v. set out either the value of trades to be effected or the number of securities to be traded along with the nature of the trade and the intervals at, or dates on which such trades shall be effected; and

vi. not entail trading in securities for market abuse.

c. The Compliance Officer shall review the Trading Plan, made as above to assess whether the plan would have any potential for violation of these regulations and shall be entitled to seek such express undertaking as may be necessary to enable such assessment and to approve and monitor the implementation of the plan. After assessing, he may approve the plan. However, he shall be entitled to take express undertakings as may be necessary to enable such assessment and to approve and monitor the implementation of the plan as per provisions of the Regulations. In case the trades are executed as per the trading plan, the same shall not require pre-clearance. Further, trading  window  norms  and  restrictions  on  contra  trade  shall  not  be applicable for trades carried out in accordance with an approved trading plan.

d. The Trading Plan once approved shall be irrevocable and the Designated Person shall mandatorily have to implement the plan, without being entitled to either deviate from it or to execute any trade in the securities outside the scope of the trading plan. However, the implementation of the trading plan shall not be commenced, if at the time of formulation of the plan, the Designated Person is in possession of any unpublished price sensitive information and the said information has not become generally available at the time of the commencement of implementation. The commencement of the Plan shall be deferred until such unpublished price sensitive information becomes generally available information.

e. Upon approval of the trading plan, the compliance officer shall notify the plan to the stock exchanges on which the securities are listed. 

VIII. TRADING WINDOW – OPENING & CLOSING

The period prior to declaration of Unpublished Price Sensitive Information is particularly sensitive for transaction in the Company’s securities. This sensitivity is due to the fact that the Designated Persons will, during that period, often possess Unpublished Price Sensitive Information. 

The Designated Persons and their immediate relatives shall not trade in the Company’s securities when the Trading Window is closed. The period during which the trading window is closed shall be termed as Prohibited Period. The intimation of closure shall be made through email and/ or through the website of the Company. The trading window shall be closed when the Compliance Officer determines that a Designated Person or class of Designated Persons can reasonably be expected to have possession of Unpublished Price Sensitive Information.

A) The trading period i.e. the trading period of the stock exchanges, called ‘trading window”, is available for trading in the Company’s securities.

a. The trading window shall be, inter alia, closed during the following periods:

(i) The Trading Window will be closed before 7 days of the happening of the following events and shall remain closed 48 hours after the publication of the price sensitivity information i.e.

(ii) Declaration of Financial Results (Quarterly, Half Yearly &Annual)

(iii) Declaration of Dividends (Interim & Final)

(iv) Issue of securities by way of Public/ Rights /Bonus etc.

(v) Any major expansion plan or execution of new project

(vi) Amalgamation, Mergers, takeovers or any buy back.

(vii) Disposal of the whole or substantially the whole of the undertaking.

(viii)Any major change in policies, plans or operation of the Company

b. Restriction on Trading during the Closure of Trading Window: 

Every promoter/promoter group, member of promoter group, key managerial personnel, director and designated persons of the company shall not deal in the equity shares of the Company during the Closure of the Trading Window.

Designated persons may execute trades subject to compliance with these regulations. Towards this end, a notional trading window shall be used as an instrument of monitoring trading by the designated persons. The trading window shall be closed when the compliance officer determines that a designated person or class of designated persons can reasonably be expected to have possession of unpublished price sensitive information. Such closure shall be imposed in relation to such securities to which such unpublished price sensitive information relates.

Designated persons and their immediate relatives shall not trade in securities when the trading window is closed

B) In case of ESOPs, exercise of option may be allowed in the period when the trading window is closed. However, sale of shares allotted on exercise of ESOPs shall not be allowed when trading is closed.

IX) PRE-CLEARANCE OF TRADES

All Designated Persons, who intend to deal in the securities of the Company when the trading window is opened, should pre-clear the transaction from Compliance Officer. However, no designated person shall be entitled to apply for pre-clearance of any proposed trade if such designated person is in possession of unpublished price sensitive information even if the trading window is not closed.

When a person who has trade

a. An application shall be made in the prescribed Form (Annexure II) to the Compliance Officer indicating the estimated number & amount of securities that the Designated Person intends to deal in, the details as to the depository with which he has a security account, the details as to the securities in such depository mode and such other details as may be required by any rule made by the company in this behalf.

b. An undertaking (Annexure III) shall be executed in favour of the Company by such Designated Person incorporating, inter alia, the following clauses, as may be applicable:

I. That the Designated Person does not have any access or has not received “Price Sensitive Information” up to the time of signing the undertaking.

ii. That in case the Designated Person has access to or receives “Price Sensitive Information” after the signing of the undertaking but before the execution of the transaction he/she shall inform the Compliance Officer of the change in his position and that he/she would completely refrain from dealing in the securities of the Company till the time such information becomes public.

iii. That he/she has not contravened the code of conduct for prevention of insider trading as notified by the Company from time to time.

iv. That he/she has made a full and true disclosure in the matter.

c. Post receipt of duly executed application form and undertaking, the Compliance Officer, may subject to his satisfaction grant the pre-clearance (Annexure IV) within 2 working days.

d. Compliance officer may refuse to pre-clear the transaction in appropriate cases keeping in mind the object of this Code

e. All Designated Persons shall execute their order in respect of securities of the Company within 7 (Seven) calendar days after pre-clearance is received.

f.The Designated Persons shall file within 2 (Two) trading days of the execution of the deal, the details of such deal with the Compliance Officer (Annexure V). In case the transaction is not undertaken, a report to that effect shall be filed in the same form.

g. If the order is not executed within the time mentioned in pre-clearance order, the designated person must pre-clear the transaction again.

h. Pre-clearance would not be required for trade executed as per approved trading plan.

i. All Designated Persons who buy or sell any number of shares of the Company shall not enter into an opposite transaction i.e. sell or buy any number of shares during the next 6 (Six) months following the prior transaction. In case of any contra trade be executed, inadvertently or otherwise, in violation of such a restriction, the profits from such trade shall be liable to be disgorged for remittance to the SEBI for credit to the Investor Protection and Education Fund administered by SEBI under the Act.

j. All Designated Persons shall also not take positions in derivative transactions in the shares of the Company at any time. 

X) RESTRICTION ON CONTRA TRADE

i. All Promoters, Promoter Group, Directors, Key Managerial Personnel, Designated Persons and / or through their Immediate Relatives who buy or sell any number of Securities of the Company shall not enter into an opposite transaction i.e. sell or buy any number of Securities during the next six months following the prior transaction. 

ii. Provided that, in the case of subscriptions in the primary markets (IPO/FPO), the holding period for the Securities obtained from such IPO/FPO shall commence when the Securities are actually allotted and continue for a period of 30 days thereafter.

iii. Compliance officer may grant relaxation from strict application of such restriction provided he records reasons for the same and such relaxation should not violate provisions of Insider trading regulations.

 iv. If a contra trade is executed, inadvertently or otherwise, in violation of such a restriction, the profits from such trade shall be liable to be disgorged for remittance to the Board for credit to the Investor Protection and Education Fund administered by the Board under the Act. Provided that this shall not be applicable for trades pursuant to exercise of stock options.

XI) REPORTING OF TRANSACTIONS

A. Initial Disclosure 

Every person, on being appointed as KMP or a director of the Company or upon becoming a promoter, shall disclose his holding of securities of the Company as on the date of appointment or becoming a promoter, to the Company within seven days of such appointment or becoming a promoter in Form B (Annexure VI). 

B. Continual Disclosure

a. Every Promoter & Designated Person shall disclose to the Company the number of such securities acquired or disposed of within two trading days of such transaction, if the value of the securities traded, whether in one transaction or a series of transactions over any calendar quarter, aggregates to a traded value in excess of Rs. 10 lakhs in Form C (Annexure VII). Provided however that the Designated Persons shall make disclosures to the Company even if the changes are within the above mentioned limits.

b. The Company at its discretion, may require any other connected person or class of connected persons to make disclosures of holdings and trading in securities of the company in order to monitor compliance with these regulations, in form D (Annexure VIII).

c. The disclosure shall be made within 2 trading days of the execution of the transaction. 

C. Disclosure by the Company to the Stock Exchange(s)

Within 2 trading days of the receipt of intimation under Clause IX (B) (a) & (b), the Compliance Officer shall disclose to all Stock Exchanges on which the Company is listed, the information received.

XII) MECHANISM ON INTERNAL CONTROL

For ensuring adequate and effective system of internal controls in line with 11the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015, the following procedure shall be followed:

A. Sharing of information pursuant to Legitimate Purpose 

a. Any person in receipt of Unpublished Price Sensitive information pursuant to legitimate purpose shall be considered Insider for the purpose of the Code.

b. Advance Notice shall be served on such person by way of email/ letter to maintain confidentiality while in possession of such Unpublished Price Sensitive information.

c. Such person has to ensure compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time and the Code.

B. Limited Access to Confidential Information

Files containing confidential information shall be kept fully secured Computer files must have adequate security of login etc.

C. Documents to be shared by Designated Person with Company

Designated person shall be required to disclose names and PAN or any other identifier authorized by law, of the following persons, to the Company, on an annual basis and as when the information changes:

a. Immediate Relatives;

b. Person with whom such designated person(s) share a material financial relationship; &

c. Phone, mobile and cell number which are used by them. In addition, the name of educational institutions from which designated persons have graduated and names of their past employers shall also be disclosed on a one time basis. Explanation: The term material financial relationship shall mean a relationship in which one person is a recipient of any kind of payment such as by way of loan/gift during immediate preceding 12 months, equivalent to at least 25% of such payer’s annual income but shall exclude relationships in which the payment is based on arm’s length transactions. 

D. Chinese Wall

a. To prevent the misuse of confidential information, the Company shall adopt a “Chinese Wall” policy separating those areas of the Company which routinely have access to confidential information, considered 12″inside areas” from those areas which deal with sale/marketing/operations or other departments providing support services, considered “public areas”.

b. Demarcation of the various departments as inside area may be implemented by the Company.

c. The employees in inside area may be physically segregated from employees in public area.

d. The employees in the inside area shall not communicate any Price Sensitive Information to anyone in public area.

e. In exceptional circumstances, Designated Persons from the public areas may be brought “over the wall” and given confidential information on the basis of “Need To Know” criteria, under intimation to the Compliance Officer.

E. Digital Database

The Company shall maintain digital database with time stamping and audit trails to ensure non- tampering of the data base containing following information:

a. Name and PAN of the person/entity(ies) with whom information is shared pursuant to Legitimate Purposes.

b. Name and PAN of Designated Person along with their immediate relatives.

F. Whistle Blowing in case of leak of Unpublished Price Sensitive Information (“UPSI”)

i. Any instance of leak of UPSI should be on the basis of a direct first- hand experience of the Whistle Blower. It should not be based on any secondary, unreliable source such as grapevine or any other form of informal communication.

i. The Whistle Blower may report leak of UPSI by an email to the Managing Director at his e-mail ID mentioning the subject line “LEAK OF UPSI”. 

iii. On the basis of reporting, the Managing Director shall conduct examination about the genuineness of the reporting before conduct of inquiry.

iv. The Managing Director as soon as ascertaining the genuineness of the reporting about leak of UPSI, intimate to Board of Directors and Audit Committee.

v. The Company shall take further action based on the recommendations of Board of Directors and Audit Committee accordingly. 

vi. The instance of leak of UPSI made by the Whistle Blower must be genuine with adequate supporting data/proof. If it is established that the allegation was made with mala-fide intentions or was frivolous in nature or was not genuine, the Whistle Blower shall be subject to Disciplinary Action.

XIII) PROCESS TO BE FOLLOWED IN SENSITIVE TRANSACTION(S)

a. In case of Specific Transaction(s), the Managing Director shall give prior notice to employee who are brought inside on sensitive transaction(s) and also made aware about the duties and responsibilities attached to receipt of inside information and liability that attaches to misuse or unwarranted use of such information on case-to-case basis.

A person(s) shall be brought inside on any proposed or ongoing sensitive transaction(s) of the Company who may be an existing or proposed partners, collaborators, lenders, customers, suppliers, merchant bankers, legal advisors, auditors, insolvency professionals or other advisors or consultants etc. for legitimate purpose which shall include the following;

(i) in the ordinary course of business.

(ii) in furtherance of performance of duty(ies);

(iii) for discharge of legal obligation(s).

(iv) for any other genuine or reasonable purpose as may be determined by the Managing

Director or the Chief Executive Officer of the Company;

(v) for any other purpose as may be prescribed under the Securities Regulations or Company Law or any other law for the time being in force, in this behalf, as may be amended from time to time.

Any person(s) who has/have been brought inside on any proposed and/or ongoing sensitive transaction(s) and in receipt of unpublished price sensitive information shall be considered an “insider” for purposes of this Code and due notice shall be given to such persons to maintain confidentiality of such UPSI in compliance with the Regulations.

XIV) DOCUMENTATION

The Compliance Officer shall maintain following documents/ records for a minimum period of five years:

a. Register of initial & continuous disclosure;

b. Register of Designated Persons and changes therein;

c. Record of date of closing and opening of trading window;

d. Record of application made for preclearance along with undertaking taken thereof;

e. Record of cases waiving holding period during emergency; 

XV) PENALTY FOR CONTRAVENTION

a. Every Designated Person shall be individually responsible for complying with the provisions of the Code (including to the extent the provisions hereof are applicable to his/her dependents).

b. Any Designated Person who trades in securities or communicates any information for trading in securities, in contravention of this Code may be penalized and appropriate action may be taken by the Company.

c. Designated Persons who violate the Code shall also be subject to disciplinary action by the Company, which may include wage freeze, suspension, ineligibility for future participation in employee stock option plans etc. 

d. The action by the Company shall not preclude SEBI from taking any action in case of violation of SEBI (Prohibition of Insider Trading) Regulations, 2015.

XVI) OTHER RESTRICTIONS

a. The disclosures to be made by any person under this Code shall include those relating to trading by such person’s immediate relatives and by 14any other person for whom such person takes trading decisions.

b. The disclosures of trading in securities shall also include trading in derivatives of securities and the traded value of the derivatives shall be taken into account for purposes of this Code.

Protection against retaliation and victimisation

This Code provides for suitable protection against any discharge, termination, demotion, suspension, threats, harassment, directly or indirectly or discrimination against any employee who files a Voluntary Information Disclosure Form to the Office of Informant Protection of SEBI, irrespective of whether the information is considered or rejected by SEBI or he or she is eligible for a Reward under the regulations, by reason of:

(a) filing a Voluntary Information Disclosure Form under the regulations;

(b) testifying in, participating in, or otherwise assisting or aiding SEBI in any investigation, inquiry, audit, examination or proceeding instituted or about to be instituted for an alleged violation of insider trading laws or in any manner aiding the enforcement action taken by SEBI; or

(c) breaching any confidentiality agreement or provisions of any terms and conditions of employment or engagement solely to prevent any employee from cooperating with SEBI in any manner.

For the purpose of the above, ‘employee’ means any individual who during employment may become privy to information relating to violation of insider trading laws and files a Voluntary Information Disclosure Form as per Annexure IX under the regulations and is a director, partner, regular or contractual employee, but does not include an advocate.

XVII) DISCLAIMER

This policy is only internal code of conduct and one of the measures to avoid insider trading. Every insider is required to familiarize himself with the SEBI regulation as it will be the responsibility of each insider to ensure compliance of this code, SEBI regulation and other related statutes fully. 

XVIII) SEBI REGULATIONS/STATUTORY PROVISIONS TO PREVAIL 

Please note that in case the SEBI regulation or any statutory provisions are more stringent than those contained in the code, the SEBI regulations/ statutory provisions will prevail.

XIX) AMENDMENT TO THE CODE

1. This Code and any subsequent amendment(s) there  to, shall be carried out with the approval of the Board.

2. Any or all provisions of this Code would be subject to revision / amendment in accordance with the Rules, Regulations, Notifications, etc. on the subject as may be issued by relevant statutory authorities, from time to time.

3. In case of any amendment(s), clarification(s), circular(s) etc. issued by the relevant authorities, not being consistent with the provisions laid down under this Code, then such amendment(s), clarification(s), circular(s), etc. shall prevail upon the provisions hereunder and this Code shall stand amended accordingly from the effective date as laid down under such amendment(s), clarification(s), circular(s), etc. 

Code is subsequently modified and approved by the Board of Directors at its meeting held on 14th February, 2024 and is made effective from 14th February 2024.

ANNEXURE I

FORMAT FOR TRADING PLAN

Date:

To,

The Compliance Officer,

Synergy Green Industries Limited

392 E Ward Shahupuri Kolhapur,

Maharashtra 416001

Dear Sir/Madam,

I, ___________________in my capacity ________________ as of the Company hereby submit the trading plan with respect to dealing in securities of the Company for a total period of 12 months from __________to________________

Concerning the above trading plan, I hereby undertake that I shall:

I. Not entail commencement of trading on behalf of the insider earlier than 06 months from the public disclosure of the plan.

II. Not entail trading for the period between the 20th trading day prior to the last day of any financial period for which results are required to be announced by the Company and the second trading day after the disclosure of financial results for the said period;

III. Not commence the trading as per above plan if the Unpublished Price Sensitive Information which is in my possession at present, do not come into public domain till the time of commencement of trading plan & shall defer the commencement of trading plan till such information becomes generally available.

IV. Not tender any other trading plan for the period for which the above trading plan i s already in force; and

V. Not entail trading in securities for market abuse.

Signature:______________

ANNEXURE II

SPECIMEN OF APPLICATION FOR PRE-DEALING APPROVAL

Date:

To,

The Compliance Officer,

Synergy Green Industries Limited

392 E Ward Shahupuri Kolhapur,

Maharashtra 416001,

Dear Sir/Madam,

Application for Pre-dealing approval in securities of the Company

Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Company’s Code of

Conduct for Prevention of Insider Trading, I seek approval to purchase/sale/subscribe _____________________________________________________ equity shares of the Company as per details given below:

I enclose herewith the form of Undertaking signed by me.

Yours Faithfully

(Signature)______

ANNEXURE III

FORMAT OF UNDERTAKING TO BE ACCOMPANIED

WITH THE APPLICATION FOR PRE-CLEARANCE

Date:

To,

The Compliance Officer,

Synergy Green Industries Limited

392 E Ward Shahupuri Kolhapur,

Maharashtra 416001

Dear Sir/Madam,

I,__________       _________of the Company residing at __________________am desirous of dealing in shares of the Company as mentioned in my application dated for pre-clearance of the transaction.

I further declare that I am not in possession of or otherwise privy to any unpublished Price Sensitive Information (as defined in the Company’s Code of Conduct for prevention of Insider Trading (the Code)upto the time of signing this Undertaking.

In the event that I have access to or received any information that could be construed as “Price Sensitive Information” as defined in the Code, after the signing of this undertaking but before executing the transaction for which approval is sought, I shall inform the Compliance Officer of the same and shall completely refrain from dealing in the securities of the Company until such information becomes public.

I declare that I have not contravened the provisions of the Code as notified by the Company from time to time.

I undertake to submit the necessary report within 02 trading days of execution of the transaction / a ‘Nil’ report if the transaction is not undertaken.

If approval is granted, I shall execute the deal within 7 trading days of the receipt of approval, failing which I shall seek fresh pre-clearance. I declare that I have made full and true disclosure in the matter.

Date: 

Signature:________________

ANNEXURE IV

FORMAT FOR PRE-CLEARANCE ORDER

Date:

To

Name:

Designation:

Place:

This is to inform you that your request for dealing in _____(nos) shares of the Company as mentioned in your application dated _____is approved. Please note that the said transaction

must be completed on or before_ (date) i.e. within trading days from today.

In case you do not execute the approved transaction /deal on or before the aforesaid date, you would have to seek fresh pre-clearance before executing any transaction/deal in the securities of the Company. Further, you are required to file the details of the executed transactions in the attached format within 2 trading days from the date of transaction/deal. In case the transaction is not undertaken, a ‘Nil’ report shall be necessary.

Yours Faithfully,

For Synergy Green Industries Limited

Compliance Officer

Encl: Format for submission of details of transaction

ANNEXURE V

FORMAT FOR DISCLOSURE OF TRANSACTIONS

(To be submitted within 2 days of transaction / dealing in securities of the Company)

Date:

To,

The Compliance Officer,

Synergy Green Industries Limited

392 E Ward Shahupuri Kolhapur,

Maharashtra 416001

Dear Sir/Madam,

I hereby inform that I:

• have not bought / sold/ subscribed any securities of the Company, pre-cleared vide your order no. dated _______.
• have bought/sold/subscribed to securities as mentioned below on (date)

In connection with the aforesaid transaction(s), I hereby undertake to preserve, for a period of 3 years and produce to the Compliance officer / SEBI any of the following documents:

i. Broker’s contract note;

ii. Proof of payment to/from broker;

iii. Extract of bank passbook/statement (to be submitted in case of demat transaction).

iv. Copy of delivery instruction slip (applicable in case of sale transaction).

I agree to hold the above securities for a minimum period of six months. In case there is any urgent need to sell these securities within the said period, I shall approach the Compliance Officer for necessary approval. (Applicable in case of purchase / subscription).

I declare that the above information is correct and that no provisions of the Company’s Code and/or applicable laws/regulations have been contravened for effecting the above said transactions(s).

Signature:__________

Name:______________

Designation:

*Strike off whichever is not applicable.

ANNEXURE VI

FORMAT FOR DISCLOSURE ON BECOMING PROMOTER/APPOINTMENT AS DIRECTOR/KMP

FORM B

Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 [Regulation 7 (1) (b) read with Regulation 6(2)]

Name of the company:_______

ISIN of the company:__________

Details of Securities held on appointment of Key Managerial Personnel (KMP) or Director or upon becoming a Promoter of a listed company and other such persons as mentioned in Regulation 6(2).

Note: “Securities” shall have the meaning as defined under regulation 2(1)(i) of SEBI (Prohibition of Insider Trading) Regulations, 2015.

Signature:______________

Designation:_____________

Date:

Place:

ANNEXURE VII

DISCLOSURE FOR CHANGE IN SHAREHOLDING FORM C

Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 [Regulation 7 (2) read with Regulation 6(2)]

Name of the Company:________________

ISIN of the Company:_________________

Details of change in holding of Securities of Promoter, Employee or Director of a listed company and other such persons as mentioned in Regulation 6(2).

Note: “Securities” shall have the meaning as defined under regulation 2(1)(i) of SEBI (Prohibition of Insider Trading) Regulations, 2015.

Signature:

Designation:

Date:

Place:

ANNEXURE VIII

DISCLOSURE FOR HOLDING/CHANGE IN SHAREHOLDING

Form D (Indicative format)

Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

2015 Regulation 7(3) – Transactions by Other connected persons as identified by the company

Note: “Securities” shall have the meaning as defined under regulation 2(1)(i) of SEBI (Prohibition of Insider Trading) Regulations, 2015.

Name:

Signature:

Date:

Place:

ANNEXURE IX

VOLUNTARY INFORMATION DISCLOSURE FORM

To

The Board of Directors

SGIL Code of Conduct for Prevention of Insider Trading,

 Synergy Green Industries Limited

392, E Ward, Shahupuri, Kolhapur-416001

Dear Sir,

I, _ (Name & designation), Informant, hereby furnish the following details regarding the original information relating to an act of insider trading that has occurred/ is occurring/ has a reasonable belief that it is about to occur:

Declaration by Informant:

I/we hereby declare that,-

(a) I/we have read and understood the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(b) I/we accept that mere furnishing of information by me/us does not by itself confer on me/us right to get reward and that I/we may not get any Reward at all. I/we would be bound by the decisions that the authority competent to grant reward may take;

(c) I/we accept that the Securities and Exchange Board of India is under no obligation to enter into any correspondence regarding action or inaction taken as a result of my/our information.

(d) I/we accept that the reward would be an ex-gratia payment which, subject to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, shall be granted at the absolute discretion of the competent authority. The decision of the authority shall be acceptable to me/us and I/we shall not challenge it in any litigation, appeal, adjudication, etc.

(e) In the event of my/our death before the reward us paid to me/us, it may be paid to ………….

(Details of nominee)

(f) I/we declare that the information contained herein is true, correct and complete to the best of my/our knowledge and belief and not obtained from the categories of persons indicated in sub-regulation (2) and sub-regulation (6) of regulation 7G of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and agree to indemnify the Board in case it is not so found. I/we fully understand that I/we may be subject to action under securities laws as well as Section 182 of the Indian Penal Code, 1860 (45 of 1860) and ineligible for Reward if, in my/our submission of information or in any other dealings with the Board, I/we knowingly and wilfully make any false, fictitious, or fraudulent statements or representations, or use any false writing or document knowing that the writing or document contains any false, fictitious, or fraudulent statement.

Date:

Signature:

Place