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Synergy Green Industries Ltd.
The present SGIL Board comprises of the following Directors –
| Name of Director | Designation |
| Mr. Sachin Rajendra Shirgaokar | Chairman & Managing Director |
| Mr. Sohan Sanjeev Shirgaokar | Joint Managing Director |
| Mr. Vendavagali Srinivasa Reddy | Executive Director |
| Mr. Shishir Suresh Shirgaokar | Non-Executive Director |
| Mr. Chandan Sanjeev Shirgaokar | Non-Executive Director |
| Mrs. Prabha Prakash Kulkarni | Woman Non-Executive Independent Director |
| Mr. Mallappa Rachappa Desai | Non-Executive Independent Director |
| Mr. Subhash Gundappa Kutte | Non-Executive Independent Director |
| Mr. Dattaram Pandurang Kamat | Non-Executive Independent Director |
| Mr. Meyyappan Shanmugam | Non-Executive Independent Director |
Directors’ Profiles
Mr. Sachin R. Shirgaokar | Chairman & Managing Director
Mr. Sachin Shirgaokar completed his graduation in Mechanical Engineering from Karnataka University and Masters in Business Administration from the University of New Hampshire USA. He worked as a consultant with R.E. Sanderson and Associates New York, USA for a period of 2 years.
He started working at S.B. Reshellers Pvt. Ltd Kolhapur in 1991 and later took charge as Managing Director in 2000. During his tenure, S. B. Reshellers introduced many efficient and cost-effective innovations to the sugar industry, like ‘SBR Special Alloy’, ‘Sleeve Kamal Roller’ etc. and further expanded into manufacturing various engineering castings. In 2010, he along with Mr. Sohan Shirgaokar and Mr. Reddy, established Synergy Green Industries Pvt. Ltd., in 2010.
Mr. Sachin has been actively involved in various industry and commerce groups over the years. He was a past President of Confederation of Indian Industries (CII) South Maharashtra Zone, President of GOSHIMA at Gokul Shirgaon in 2009 and 2019, and was the Chairman of Indian Institute of foundry (Kolhapur Chapter). He is a Director at Ugar Sugar Works Ltd. He regularly contributes to social organizations and NGOs like Avani, Svyamsiddha, and Runanubandh Charitable Trust among others. He is a fitness enthusiast and loves to play badminton, is consistently pursuing yoga, swimming and cycling for fitness. He is fond of music and reading.
Mr. Sohan S. Shirgaokar | Joint Managing Director
Mr. Sohan Shirgaokar is the Joint Managing Director of our Company. Mr. Sohan Shirgaokar is also the Joint Managing Director, of S B Reshellers Pvt. Ltd., the flagship company of Shirgaokar Group. They are world’s largest Sugar Mill Roller Manufacturers.
Mr. Sohan Shirgaokar joined S. B. Reshellers Pvt. Ltd. in 2005. He successfully managed to expand the company’s exports to more than 22 countries across the world, with manufacturing facilities spread across India, Kenya, and America. Mr. Sohan Shirgaokar serves as Joint MD, Synergy Green Industries Ltd, which specializes in castings for Wind Mill and Mining Industry. Mr. Sohan Shirgaokar competently handles operation, purchases, finances of S B Reshellers Pvt. Ltd, while managing finances and overall management of Synergy Green Industries Ltd. Mr. Sohan Shirgaokar has domain expertise in legal and financial matters related to Companies Act and Income Tax Act. He aptly manages Crisis Management and Fund Raising for the group.
Mr. Sohan Shirgaokar is currently also serving as a director, on the board of Ugar Sugar Works Ltd. He is on the Audit committee and Operation committee of the Ugar Sugar Works Ltd. Mr. Shirgaokar was also one of the Founder-Director of Sadashiva Sugars Ltd. Mr. Sohan Shirgaokar is also director of Tara Tiles, and is supporting them to increase their sales. He also oversees the overall administration of the Shirgaokar Brother’s Hospitality wing and Multipurpose hall.
Mr. Sohan Shirgaokar is a member of Indo American Chamber of Commerce, Pune Chapter. He is an invitee director on the Board Kolhapur Engineering Association, which is the oldest industrial association in Kolhapur. He is a convener of Family Business Networking of CII South Maharashtra Zone. He is also a Co-opted Director of Shiroli Manufacturers Association of Kolhapur, the biggest Industrial association of Kolhapur. Mr. Sohan Shirgaokar is a Life Member of IOD and a Certified Corporate Director, duly awarded by Justice M. N. Venkatachaliah – Former Chief Justice, Supreme Court of India.
Extending his expertise and wisdom for the betterment of the sugar industry, Mr. Sohan Shirgaokar is currently holding a position of Vice President – Deccan Sugar Technologists Association (DSTA). Mr. Sohan Shirgaokar is also socially inclined and devotes his time to various social causes. He is director of Avani Sanstha, for last five years. Avani Sanstha mainly works on the issue of education, shelter and food for orphans. He likewise is associated with Ekti, an organization working for rehabilitation of abandoned women on street. Mr. Sohan Shirgaokar is on the working committee of “Swayam School”, which is a school for special children run by Indian Red Cross Society. Additionally, Mr. Sohan Shirgaokar was associated with the educational field, he was a visiting faculty for around 5 years for final year MBA students of Chintamanrao Management Institute and Research, Sangli. He guided the student’s subjects based on cognitive thinking processes like Consumer Behavior and Sales Marketing as specialization subjects. Furthermore, he was a panel member for 3 years on Shivaji University, for selection of their MBA students.
Mr. Sohan Shirgaokar is an avid reader and loves to travel. He has travelled to more than 25 countries. He is also an amateur golfer. He loves photography. He is great at cooking and uses his free time to come up with fusion cuisine.
Mr. V. Srinivasa Reddy | Executive Director
Mr. V Srinivasa Reddy (54 years), is a B Tech graduate in Mechanical Engineering, M Tech in Manufacturing from NIFFT Ranchi and completed his Executive General Management Program from IIM Bangalore. He started his carrier in 1995 and acquired 29 years of experience in manufacturing of large size critical castings ranging from 500 Kgs to 50 MT single piece in various ferrous grades. He handled various responsibilities including product development, operation management, green field foundry project design and execution. Prior to joining Synergy Green in 2010, He worked with various corporates like Simplex Casting Limited, ISGEC, and Larsen & Toubro Limited.
Mr. Shishir S. Shirgaokar | Non-Executive Director
Mr. Shishir Shirgaokar, is the Non-Executive Director of our Company. A Science graduate from the Fergusson College, University of Pune, Mr. Shishir Shirgaokar is a well known industrialist with vast business experience.
Presently he is a Chairman of The Ugar Sugar Works Limited. He has primary responsibility of taking care of the financial interests of the group. Other areas, where Mr. Shishir Shirgaokar has been involved include strategy, banking, new projects execution & growth and inventory control.
Some of the other companies where he serves as a board member include Camlin Limited., Indo Schottle Auto Parts Pvt. Ltd., Kulkarni Power Tools Ltd., SLK Software Pvt. Ltd. and Tara Tiles Pvt. Ltd.
Additionally, he leads many of the external communication initiatives for the group including but not restricted to policy issues with the Government of India, State Governments and the Sugar Industry Associations.
He has been a past President of the Otters Club (Bombay), one of the premier swimming & squash institutions in India. An avid sportsman, he has played cricket, tennis & squash at a competitive level and is a keen golfer.
Mr. Chandan S. Shirgaokar | Non-Executive Director
Mr. Chandan Sanjeev Shirgaokar is the Non-Executive Director of our Company. He holds a degree of Master of Computer Management from Shivaji University. He has over 22 years of experience in sugar & co generation business.
After post-graduation, in order to acquire experience in various fields of management, took up an assignment with a renowned software company – M/s Business Integration Systems India Ltd., Pune.
On successful completion of this assignment, decided to accept the challenges in in-house industries and started looking after S.B.Reshellers Pvt. Ltd., he was the pioneer to introduce performance appraisal system in the family run organisation, simultaneously took over the responsibilities of Sangli Fabricators Pvt. Ltd., during the 1st year of operation itself 100% market growth was achieved by this firm. He is also looking after Ugar Pipe Industries Pvt. Ltd. as Director.
In the year 2004 after joining The Ugar Sugar Works Ltd., accepted the first assignment of establishing IMFL section a “Cost Centre” and converted the unit into a “Profit Centre”. He is the key person in the launch of “Sandpiper” Brandy.
In the year 2006, having designated as “Chief Executive Officer”, was given an independent charge of managing the working of a sugar unit at ‘Tasgaon’ under the name “Tasgaon Palus Taluka Sahakari Sakhar Karkhana Ltd., Turchi”. The responsibilities included looking in to Administration, Accounts and Production besides looking after existing responsibilities at Ugar Unit. Having commissioned newly established Jewargi Unit, attained the first hand full project implementation experience of installation of a sugar plant right from site selection till commissioning.
Presently he is working as “Managing Director” and bearing responsibility of overall management of Sugar Division, Human Resource Department, Co-Generation, Distillery and IMFL Division of Ugar Sugar Works Ltd.
Mrs. Prabha P. Kulkarni | Woman Non-Executive Independent Director
Mrs. Prabha Prakash Kulkarni is Non-Executive Independent Director of our Company. She holds a degree of Bachelor of Engineering in Mechanical branch from Shivaji University. She has an overall experience of 56 years. She is a Director of KPT Industries Limited. Also she is a Director of Trimurti Engg. Tools Private Limited.
Dr. Mallappa R. Desai | Non-Executive Independent Director
Dr. M. R. Desai is the Independent Director of our Company. Dr. Desai’s educational qualifications include an M.B.B.S, however agriculture is his primary occupation and hobby.
He has represented India as a Vice President of the World Association of Beet & Cane Growers (WABCG). Additionally, he has represented the country in the International Sugar Organization (ISO), the World Sugar Research Organization (WSRO) and the Global Sugar Alliance (GSA). He has been a Managing Director of the Jaknur Jaggery Ltd., Jaknur.
At present, he is the Chairman of the National Federation of Cooperative Sugar Factories, New Delhi. He is a Director of the Indian Sugar Exim Corporation Ltd., New Delhi. Dr. Desai has also been serving on the Member Standing Committee of the Reserve Bank of India on coordination of Industrial Finance for the sugar industry. He is Chairman of the Karnataka Federation of Cooperative Sugar Factories, Bangalore, Chairman of the Nandi SSK and a Director of the Forest Industries Limited, Hubli.
Dr. Desai’s hobbies & interests include wildlife photography, bird watching, trekking and target shooting.
Mr. Subhash G. Kutte | Non-Executive Independent Director
Mr. Subhash Gundappa Kutte is an Independent Director of our Company. Mr. Subhash Kutte has been a Banker throughout his life. He had joined Ratnakar Bank in June 1980 and served the bank for thirty-four years, initially in an executive capacity across various departments, including MD & CEO, and in the last four years as its non-executive Chairman. He retired as the Chairman of RBL Bank Limited in the year 2014.
He has an experience of four decades in the field of banking. He holds a bachelor’s degree in commerce. Mr. Kutte acts as an “Advisor” to Ghatge Patil Industries Limited. He currently serves on the Board of several companies including Unity Small Finance Bank Limited, Centrum Capital Limited and Menon Pistons Limited.
Mr. Dattaram P. Kamat | Non-Executive Independent Director
Mr. Dattaram Pandurang Kamat is Independent Director of our Company. He holds a degree of Bachelor of Engineering in Mechanical branch from Karnataka University, Dharwar. He has an overall experience of 48 years. He is a Director of Kolhapur Airochem Pvt. Ltd.
Mr. Meyyappan Shanmugam | Non-Executive Independent Director
Mr. Meyyappan Shanmugam is Independent Director of our Company. Over 39 years of experience, 10 years, in Mysore Kirloskar, Harihar, Mafatlal Engg and Klockner Windsor and 29 years leading Sharpline Group with his dynamism and vision into a well-known and respected organisation in areas of retro-fitment and re-manufacturing of CNC machine tools, precision manufacture, International collaboration for manufacture of High Technology machine tools and Providing world class technical training.
With his background as Masters in Machine Design Masters, he started his career with Mysore Kirloskdrs, Harihar in its infancy and was instrumental in leading their foray into design and manufacture of CNC Vertical Machining Centres for the first time in the country with his innovative approach. Subsequently he joined Mafatlal Engg and made significant contributions in the design and development of textile machinery.
His next tenure was with Klockner Windsor where he contributed significantly to the injection moulding machines and rose to become their GM by commissioning complex imported machines and contributing to quantum jump in the throughput of the plant.
Based on the experience gained in these organisations, he started his own venture to retrofit and upgrade CNC machine tools. With his technical acumen and administrative skills coupled with long term vision he made rapid strides by diversifying into manufacture of new machine tools with Asquith Butler International collaboration, design and development of special purpose machines for customers like ISRO, DRDL, BDL etc, high technology manufacturing facility for Aerospace , Defence and other strategic sectors, world class technical training in collaboration with Ms Christiani, world leader in this field and international operations in Dubai etc.
Under his leadership Sharpline is poised to become one of the most respected brands in the country in the areas of High Technology Machine Tools and Technical Training.
1. Audit Committee
Our Company has constituted an Audit Committee (“Audit Committee”), vide Board Resolution dated February 20, 2018, as per the applicable provisions of Section 177 of the Companies Act, 2013 and also to comply with Regulation 18 of SEBI Listing Regulations, 2015 applicable upon listing of the Company’s Equity shares on BSE. Further, it was reconstituted as of February 09, 2021.
The constituted Audit Committee comprises the following members:
The Company Secretary of our Company shall act as a Secretary to the Audit Committee. The Chairman of the Audit Committee shall attend the Annual General Meeting of our Company to answer shareholder queries. The scope and function of the Audit Committee and its terms of reference shall include the following:
A. Tenure: The Audit Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board, to carry out the functions of the Audit Committee as approved by the Board.
B. Meetings of the Committee: The committee shall meet at least four times in a year and not more than 120 days shall elapse between any two meetings. The quorum for the meeting shall be either two members or one-third of the members of the committee, whichever is higher but there shall be the presence of a minimum of two Independent members at each meeting.
C. Role and Powers: The Role of Audit Committee together with its powers as Part C of Schedule II of SEBI Listing Regulation, 2015 and Companies Act, 2013 shall be as under:
Further, the Audit Committee shall mandatorily review the following:
2. Stakeholders Relationship Committee
Our Company has formed the Stakeholders Relationship Committee as per Regulation 20 of SEBI Listing Regulation, 2015 vide Resolution dated February 20, 2018. Further, it was reconstituted as of February 09, 2021.
The constituted Stakeholders Relationship Committee comprises the following:
The Company Secretary of our Company shall act as a Secretary to the Stakeholders Relationship Committee. The scope and function of the Stakeholders Relationship Committee and its terms of reference shall include the following:
A. Tenure: The Stakeholders Relationship Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board, to carry out the functions of the Stakeholders Relationship Committee as approved by the Board.
B. Meetings: The Stakeholders Relationship Committee shall meet at least four times a year with a maximum interval of four months between two meetings and shall report to the Board on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the Company. The quorum shall be two members present.
C. Terms of Reference: Redressal of shareholders’ and investors’ complaints, including and in respect of:
3. Nomination and Remuneration Committee
Our Company has formed the Stakeholders Relationship Committee as per Regulation 20 of SEBI Listing Regulation, 2015 vide Resolution dated February 20, 2018. Further, it was reconstituted as of February 09, 2021.
The constituted Nomination and Remuneration Committee comprises the following.
The Company Secretary of our Company shall act as a Secretary to the Nomination and Remuneration Committee. The scope and function of the Committee and its terms of reference shall include the following:
A. Tenure: The Nomination and Remuneration Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board.
B. Meetings: The committee shall meet as and when the need arises for the review of Managerial Remuneration. The quorum for the meeting shall be one-third of the total strength of the committee or two members, whichever is higher. The Chairperson of the nomination and remuneration committee may be present at the annual general meeting, to answer the shareholder’s queries; however, it shall be up to the chairperson to decide who shall answer the queries.
C. Role of Terms of Reference:
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
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________________
| DP ID/Client ID / Folio No | |
| Type of security | |
| Nature of Trade (Buy/Sell) | |
| No. /total amount of securities proposed |
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:
| 1. | Name of the applicant | ||
| 2. | Designation | ||
| 3. | Number of securities held as on date | ||
| 4. | Folio No. / DP ID / Client ID No.) | ||
| 5. | The proposal is for | a. Purchase of securities b. Subscription to securities c. Sale of securities | |
| 6. | Proposed date of dealing in securities | ||
| 7. | Estimated number of securities proposed to be acquired/subscribed/sold | ||
| 8. | Price at which the transaction is proposed | ||
| 9. | Current market price (as on date of application) | ||
| 10. | Whether the proposed transaction will be through stock exchange or off-market deal | ||
| 11. | Folio No. / DP ID/ Client ID No. where the securities will be credited / debited |
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:
| Name of holder | No. of securities dealt with | Bought/sold/ subscribed | DP ID/Client ID /Folio No | Price (Rs.) |
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).
Name, PAN No., CIN/ DIN, & address of Promote / Employee/ Director with contact nos. | Cate-gory of Person (Promoter /KMP / Director/ Immediat e Relative/ others etc.) | Securities held prior to acquisition/ disposal | Securities acquired/ Disposed | % of Shareholding | Date of allotment advice/ acquisition of shares/ sale of shares specify | Date of Intimation to Co. | Mode of acquisition (market Purchase/ public rights/ preferential offer / off market/ Inter-se transfer etc. | Trading in derivatives (Specify type of contract, Futures or Options etc) | Exchange on which the trade was executed | |||||||
Type of security (For eg. – Shares, Warrants, Convertibl e Debentur es etc.) | No. | Type of security (For eg. – Share, Warrants, Convertible Debentures etc.) | No. | Pre- transaction | Post- transaction | From | To | Buy | Sell | |||||||
| Value | No. of units (contracts * lot size) | Value | No. of units (contract s * lot size) | |||||||||||||
| 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | 14 | 15 | 16 | 17 |
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).
| DP & Client ID | |
| PAN | |
No. of Securities (specify) held before the transaction | |
| Nature of transaction | Purchase/ Sale |
| Date of transaction | |
| No. of securities transacted | |
| Whether approval obtained | |
| Date of approval | |
No. of Securities (specify) held after the transaction | |
| DETAILS OF IMMEDIATE RELATIVES | |
| Name of the immediate Relative* | |
| Relationship | |
| DP & Client ID of Immediate Relative | |
| PAN | |
No. of Securities (specify) held before the transaction | |
| Nature of transaction | |
| Date of transaction | |
| Whether approval obtained | |
No. of Securities (specify) held after the transaction | |
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
Name, PAN, CIN/DIN, & Address with contact nos | Category of Person (Promot ers/member of promoter group/ Designated Person/ Directors/ Immediate relative to / others etc ) | Securities held prior to acquisition / disposal | Securities acquired/Disposed | Securities held post acquisition/disposal | Date of allotment advice/ acquisition of shares/ disposal of shares specify | Date of intimation to company | Mode of acquisition / disposal (on market/pu blic/ rights/ preferentia l offer / off market/ Inter-se transfer, ESOPs etc.) | Exchange on which the trade was executed | ||||||
Type of security (For eg. – Shares, Warrants Converti ble Debentur es, Rights Entitlem ent, etc.) | No. and % of shareh olding | Type of security (For eg. – Shares, Warran ts, Convert ible Debent ures, Rights Entitleme nt,etc.) | No | Value | Transact ion Type (Buy/ Sale/ Pledge / Revoke/ Invoke/ Others please specify) | Type of security (For eg. – Shares, Warrants, Convertible Debentures, Rights Entitlement, etc.) | No. and % of sharehold ing | From | To | |||||
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
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:
| PERSONAL INFORMATION OF THE INFORMANT | |
| Name of the Informant | |
| Designation | |
| PAN | |
| Address | |
| Telephone No. / Mobile No. | |
| E-Mail Address | |
| Employment Details (optional) | |
| INFORMATION OF LEGAL REPRESENTATIVE (where applicable) | |
| Name | |
| Title | |
| Firm Name (if not self-employed) | |
| Contact Address | |
| Residence Address | |
| Telephone No. / Mobile No. | |
| E-Mail Address | |
| Bar Council Enrolment Number | |
| SUBMISSION OF ORIGINAL INFORMATION | |
| Is it a violation of insider trading laws? | Yes/No |
| If yes, please describe the type of violation | |
| Has the violation: Occurred / Occurring / Potential to occur in future | |
If the violation has occurred, date of occurrence (in case exact date is not known, an approximate period may be entered) | |
Have the individual(s) or their representatives had any prior communication(s) or representations with the Board concerning this matter? Yes (Details thereof) / No | |
Does this violation relate to an entity of which the individual is or was an officer, | |
director, counsel, employee, consultant or contractor? Yes (Details thereof) / No | |
If yes, was the original information submitted first to your Head or internal legal and compliance office? | Yes / No |
| If yes, then please provide, Date of submission of original information | |
Please describe in detail how the information submitted by you constitutes a violation of insider trading laws. The details must include specific information with respect to: i. details of the securities in which insider trading is alleged; ii. the unpublished price sensitive information based on which insider trading is alleged; iii. date on which the unpublished price sensitive information was made public; iv. details of circumstances/evidence leading to possession of unpublished price sensitive information by the alleged violator(s); v. details of insiders/suspects and their trades (i.e. purchase/sale and quantity purchased/sold) along with dates/period of trades. | |
What facts or supporting material is your allegation based on? Please include self-certified copies of all the relevant documents. Please attach any additional documents to this form, if necessary. | |
Identify any documents or other information in your submission that you believe could reasonably be expected to reveal your identity and explain the basis for your belief that your identity would be revealed if the documents were disclosed to a third party. | |
Provide details of connection amongst the Informant, the company whose securities are involved and the person against whom information is being provided | |
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
Synergy Green Industries Limited 392 E Ward, Shahupuri, Kolhapur – 416001, Maharashtra, India.
Vigil Mechanism for Directors and Employees
Preface
Synergy Green Industries Limited has formulated a Policy that lays down the principles and standards that should govern the actions of the Company and their employees. Any actual or potential violation of the policy howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. Section 177(9) of the Companies act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 provides for mandatory establishment of vigil mechanism for the Directors and employees of the Company to report their genuine concerns in the prescribed manner. SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 provides for the establishment of a mechanism called Whistle Blower Policy by listed entity, enabling stakeholders including individual employees and their representative bodies, to freely communicate their concerns about illegal or unethical practices to the management. It will also enable employees to report to the management instances of fraud or violation of the Company’s code of conduct or ethics policy. In line with the above and in order to comply with the mandatory requirement of the above provisions, it is necessary to formulate a specific vigil mechanism/whistle blower policy for Synergy Green Industries Limited for use by its Directors, Officers and Employees.
Definitions
The definitions of some of the key terms used in this Policy are given below.
Scope
The whistleblower’s role is that of a reporting party with reliable information. They are not required or expected to act as investigator(s) or finder(s) of facts, nor would they determine the appropriate corrective or remedial action that may be warranted in a given case. Whistle Blowers should not act on their own in conducting any investigative activities, nor do they have a right to participate in any investigative activities other than as requested by the Audit Committee or the Investigator(s). Protected Disclosure will be appropriately dealt with by the Audit Committee.
Applicability
All Employees of the Company are eligible to make Protected Disclosures under the Policy. The Protected Disclosures will be in relation to matters concerning the Company.
Disqualifications
While it will be ensured that genuine Whistle Blowers are given complete protection from any kind of unfair treatment as herein set out, any abuse of this protection will attract disciplinary action. Protection under this Policy would not mean protection from disciplinary action arising out of false or bogus allegations made by a Whistle Blower knowing it to be false or bogus or with a mala fide intention. Whistle Blowers, who make three or more Protected Disclosures, which have been subsequently found to be mala fide, frivolous, baseless, malicious, or reported otherwise than in good faith, will be disqualified from reporting further Protected Disclosures under this Policy. In respect of such Whistle Blowers, the Company/ Audit Committee would reserve its right to take/recommend appropriate disciplinary action.
Procedure
All Protected Disclosures should be addressed to Mr. Mallappa Rachappa Desai an Independent Director of the Company.
Below are contact details:-
Mr. Mallappa Rachappa Desai
Synergy Green Industries Limited
392 E Ward, Shahupuri, Kolhapur – 416001, Maharashtra, India.
Tel. No. +91-0231-2658375
E-mail: whistleblower@synergygreenind.com
Website: www.synergygreenind.com
The Protected Disclosures should preferably be reported in writing so as to ensure a clear understanding of the issues raised. The Protected Disclosures can also be reported verbally, either personally or over telephone to the Chairman of the Audit Committee, which should be followed by a written communication. The written communication should either be typed or written in a legible handwriting in English, Hindi or in the regional language of the place of employment of the Whistle Blower. It is suggested that the Protected Disclosure should be forwarded under a covering letter which shall bear the identity of the Whistle Blower. The Chairman of the Audit Committee shall detach the covering letter and discuss the Protected Disclosure with Members of the Audit Committee to decide further action in the matter. If the Whistle Blower does not wish to reveal identity he/she may feel free to do so without revealing identity. However the disclosure has to be complete and supported by facts and figures to enable proper scrutiny and investigation. Protected Disclosures should be factual and not speculative or in the nature of a conclusion, and should contain as much specific information as possible to enable proper assessment of the nature and extent of the concern and the urgency of a preliminary investigative procedure.
Investigation
The Audit Committee may at its discretion, consider involving any Investigator(s) for the purpose of investigation. All Protected Disclosures reported under this Policy will be thoroughly investigated by the Investigator(s) appointed by the Audit Committee who will investigate the matter under the authorization of the Audit Committee. The decision of the Audit Committee to conduct an investigation, by itself is not an accusation and is to be treated as a neutral fact finding process. The outcome of the investigation may not support the conclusion of the Whistle Blower that an improper or unethical act was committed. The identity of a Subject will be kept confidential to the extent possible keeping in mind the legitimate needs of law and the investigation. Subjects will normally be informed of the allegations at the outset of a formal investigation and given opportunities for providing their inputs during the investigation. This will be after conclusion of the initial review and findings which prima facie establish a need for a formal investigation. Subjects shall have a duty to co-operate with the Audit Committee or any of the Investigator(s) during investigation to the extent that such co-operation sought does not merely require them to admit guilt. Subjects have a right to consult with a person or persons of their choice, other than the Investigator(s) and/or members of the Audit Committee and/or the Whistle Blower. Subjects shall be free at any time to engage counsel at their own cost to represent them in the investigation proceedings. Subjects have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with, and witnesses shall not be influenced, coached, threatened or intimidated by the Subjects. Unless there are compelling reasons not to do so, Subjects will be given the opportunity to respond to material findings contained in an investigation report. No allegation of wrongdoing against a Subject shall be considered as maintainable unless there is good evidence in support of the allegation. Subjects have a right to be informed of the outcome of the investigation. If allegations are not sustained, the Subject should be consulted as to whether public disclosure of the investigation results would be in the best interest of the Subject and the Company. The investigation shall be completed normally within 45 days of the receipt of the Protected Disclosure.
Protection
No unfair treatment will be meted out to a Whistle Blower by virtue of his/her having reported a Protected Disclosure under this Policy. The Company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against Whistle Blowers. Complete protection will, therefore, be given to Whistle Blowers against any unfair practice like retaliation, threat or intimidation of termination / suspension of service, disciplinary action, transfer, demotion, refusal of promotion, or the like including any direct or indirect use of authority to obstruct the Whistle Blower’s right to continue to perform his duties / functions including making further Protected Disclosure. The Company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure. Thus, if the Whistle Blower is required to give evidence in criminal or disciplinary proceedings, the Company will arrange for the Whistle Blower to receive advice about the procedure, etc. The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law. Whistle Blowers are cautioned that their identity may become known for reasons outside the control of the Audit Committee (e.g. during investigations carried out by Investigator(s)). Any other Employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.
Investigators
Investigator(s) are required to conduct a process towards fact-finding and analysis. Investigator(s) shall derive their authority and rights from the Audit Committee when acting within the course and scope of their investigation. Technical and other resources may be drawn upon as necessary to augment the investigation. All Investigators shall be independent and unbiased. Investigators will have a duty of fairness, objectivity, thoroughness, ethical behavior, and observance of legal and professional standards. Investigations will be launched only after a preliminary review which establishes that a) The alleged act constitutes an improper or unethical activity or conduct and b) The allegation is supported by information specific enough to be investigated.
Decision
If an investigation leads the Audit Committee to conclude that an improper or unethical act has been committed, the Audit Committee shall recommend such disciplinary or corrective action as it deems fit. It is clarified that any disciplinary or corrective action initiated against the Subject as a result of the findings of an investigation pursuant to this Policy shall adhere to the applicable personnel or staff conduct and disciplinary procedures.
Reporting
The Investigator(s) shall submit a report to the Audit Committee on a regular basis about all Protected Disclosures referred to him / her / them since the last report together with the results of investigations, if any.
Retention of Documents
All written Protected Disclosures along with the results of investigation relating thereto shall be retained by the Company for a minimum period of seven years.
Amendment
The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever. However, no such amendment or modification will be binding on the Employees unless the same is notified to the Employees in writing.
MR. NILESH MOHAN MANKAR
392 E Ward, Shahupuri, Kolhapur –
416001, Maharashtra, India.
Tel. No. +91-0231-2658375
E-mail: cs@synergygreenind.com
Website: www.synergygreenind.com
MR. SUHAS BHALACHANDRA KULKARNI
392 E Ward, Shahupuri, Kolhapur – 416001,
Maharashtra, India.
Tel. No. +91-0231-2658375
E-mail: cfo@synergygreenind.com
Website: www.synergygreenind.com
© Copyright 2023 Synergy Green Industries Ltd.
