To,
The Members,
Synergy Green Industries Limited.
Your Directors' have pleasure in presenting before you the 15th
Annual Report of the Company along with audited financial statement for the year ended
March 31, 2025.
1. Financial Results
The following are the financial results of the Company for the year
ended March 31, 2025:
| Particulars |
For the Year ended on March 31, 2025 |
For the Year ended on March 31, 2024 |
| Total Revenue |
36,368.30 |
32,805.16 |
| Profit Before Depreciation, Interest & Tax |
5,369.91 |
4,109.99 |
| Depreciation & Amortization |
1,302.09 |
1,209.48 |
| Finance Cost |
1,569.23 |
1,334.94 |
| Profit Before Tax / (Loss) & Exceptional items |
2,498.59 |
1,565.57 |
| Provision for Tax, (including deferred tax adjustment, short
provision for tax) / MAT Credit entitlement |
809.77 |
409.32 |
| Profit after Tax / Net Profit / (Loss) |
1,688.82 |
1,156.25 |
| Other Comprehensive Income |
17.17 |
1.89 |
| Total Comprehensive Income for the period (Comprising Profit
(Loss) and other Comprehensive Income for the period) |
1,705.99 |
1,158.14 |
| Earnings Per Share (EPS) |
11.14 |
7.70 |
2. State of Company Affairs
a) For the financial year 2024-25, your company has recorded a net sale
of Rs. 36,368.30 Lakhs as against Rs. 32,805.16 Lakhs in the
previous year and recorded a growth of 10.86%.
b) During the year, export revenues are Rs. 9777.44 Lakhs as
against Rs. 3,713.33 Lakhs during previous year. There is a tremendous increase in
export sales by 163%.
c) During the year, absolute PBDIT stands at Rs. 5,369.91 Lakhs
as against Rs. 4,109.99 Lakhs last year and achieved a growth of 30.66%.
d) During the year, achieved a significant improvement in Profit after
Tax of Rs. 1,688.82 Lakhs as against Rs. 1,156.25 Lakhs during
previous year.
3. Industry Update & Future Outlook
The global energy transition is not just a policy directive —
it is an economic reality shaping industries and investments. By 2025, the global economy
is expected to surpass $112 trillion, with energy contributing around 7% of this figure.
Within this landscape, renewables are projected to command a 70% share of world
electricity generation by 2050, overtaking conventional sources through exponential growth
in offshore wind, onshore wind, and solar energy. Governments across the globe —
including India through its ‘Panchamrit' commitments — are setting
ambitious net zero, emissions reduction, and renewable capacity goals. From the Paris
Agreement's 1.5?C target to India's pledge of sourcing 50% energy from
renewables by 2030, the momentum is decisive. What makes this particularly relevant for us
is the dramatic scale-up of wind installations. Global Renewable and Wind Energy Industry
The global wind energy sector achieved a record installation of 117 GW in 2024, marginally
surpassing the 116.6 GW added in 2023. China led the installations with 79.8 GW, followed
by the U.S. with nearly 4.1 GW. India and Brazil also featured among the top five markets.
Despite this milestone, the industry remains significantly below the annual installation
target of 320 GW necessary to meet the COP28 objective of tripling renewable energy
capacity by 2030. Offshore wind energy is also gaining momentum, with countries like
Japan, South Korea, Australia, Vietnam, the Philippines, and Kenya setting ambitious
targets. For instance, Japan aims to achieve 140 GW of offshore wind capacity by 2050,
including 60 GW from floating offshore turbines.
The India perspective:
As on 20th Jan 2025, India's total non-fossil fuel-based energy
capacity has reached 217.62 GW with solar and wind leading the way. Notably, India
surpassed its 2024 renewable tender target, issuing tenders for 73 GW—much of it in
wind-solar hybrid projects, reflecting strong demand for reliable clean energy.
In 2024, the Ministry of New & Renewable Energy (MNRE) maintained
its wind-specific Renewable Purchase Obligation (RPO) trajectory, targeting 8–10 GW
of annual onshore wind tenders through 2030, focused on eight key states: Andhra Pradesh,
Gujarat, Karnataka, Madhya Pradesh, Maharashtra, Rajasthan, Tamil Nadu, and Telangana. In
2022, the MNRE set a target of auctioning 37GW of offshore wind by 2030. Together with the
Danish Energy Agency, it also published a conceptual plan with a pipeline of 15 offshore
wind projects. Additionally, The Government of India has approved a viability gap funding
(VGF) scheme worth Rs. 7,453 crore ($890 million) to promote offshore wind energy
projects. This scheme marks a crucial step towards harnessing the immense potential of
offshore wind energy in India. To support the development of power evacuation and
transmission infrastructure the Central Electricity Authority's (CEA) transmission
plan aims to integrate 58 GW of wind by 2030, including
10 GW offshore, to the inter-state transmission system by 2030.
4. Economic Environment
As India advances toward its goal of becoming a Developed Nation by
2047, the country stands at a strategic inflection point, balancing its rapid economic
development with ambitious climate commitments.
In FY2024–25, India remains one of the world's
fastest-growing major economies, with GDP growth projected at 6.5%, driven by
strong domestic demand, infrastructure investment, and robust industrial performance. The Production
Linked Incentive (PLI) schemes, now expanded across 14 sectors, have been instrumental
in attracting investments in core manufacturing, including electronics, solar modules,
wind turbine components, advanced battery storage, and green hydrogen. The government is
also executing a 100 lakh crore infrastructure program that aims to integrate
multi-modal logistics, reduce supply chain bottlenecks, and improve industrial
productivity.ThisiscomplementedbytheNational Infrastructure Pipeline and record
public capex allocations, which are accelerating development in renewable parks,
transmission infrastructure, and industrial corridors. Overall, India's trade and
investment landscape is improving, underpinned by stronger regional and global
partnerships, expanded free trade agreements, and rising foreign direct investment inflows
into emerging sectors. Inflation is anticipated to remain within the Reserve Bank of
India's target range, aided by prudent monetary policy, resilient agricultural
output, and improved supply chain management. However, elevated global commodity prices
continue to pose inflationary pressures, which could impact input costs for manufacturers
and infrastructure developers.
Additionally, geopolitical tensions, global financial market
volatility, and climate-related challenges could weigh on external demand and capital
flows. Managing these headwinds while advancing India's net zero transition,
improving energy security and strengthening social infrastructure will be essential for
maintaining economic resilience.
Overall, India is well-positioned to navigate global uncertainties and
continue on a strong growth trajectory in FY2025–26, supported by strategic policy
interventions, a focus on clean energy, and robust domestic demand.
5. Quality and Certifications
The Company's compliance with internationally recognised standards
affirms our commitment to quality, safety, environment, energy efficiency, and information
security. The Company has established advanced Good Manufacturing Practices (GMP), an NABL
accredited laboratory for quality testing, state-of-the-art testing facilities at our
plant, enabled by a highly qualified team.
The Company is certified for:
ISO 9001:2015 Quality Management
ISO 14001:2015 Environmental Management
ISO 45001:2018 Occupational Health and
Safety
ISO 50001:2018 Energy Management
ISO 27001:2022 Information Security
Management
PRI (Performance Review Institute) for foundry process and NDT
inspection Additionally, the company has secured BIS Certification for grey iron castings.
6. Dividend
The Company's overall performance during the financial year under
review was outstanding. Based on the performance, the Board of Directors in their
meetingheldonMay09,2025,haverecommended final Equity Dividend Re.1/- (Previous Year Nil)
per Equity Share of Rs. 10/- each for F.Y. 2024-25, subject to approval of members in the
ensuing annual general meeting. The Board of Directors have recommended Preference
Dividend of
Rs. 10/- per Preference Shares of Rs. 100/- each on 10% Redeemable
Cumulative Preference Shares for F.Y. 2024-25, subject to approval of members in the
ensuing annual general meeting.
7. Details of Subsidiaries, Joint Venture (JV) or Associate
Companies (AC)
The Company does not have any Subsidiary, Associate and Joint Venture
Company.
8. Amounts proposed to be carried to any Reserves
The Company has not transferred any amount to the reserves during the
Financial Year ended on March 31, 2025.
9. Change in Capital Structure of the Company
During the year under consideration, Company has issued 14,13,000 fully
paid-up Equity Shares under Right Issue as on October 12, 2024. In result of which the
paid-up capital of the Company has been increased from Rs. 14.13 Crores to Rs. 15.54
Crores.
Also, the Employee Stock Options Scheme 2025 was proposed by Nomination
and Remuneration Committee and approved by the Board of Director's in their
respective meetings held on March 18, 2025 and approval of members were taken on April 20,
2025. Till date there is no issue of Equity Shares under ESOP.
Further, during the year under report the Company has not made buyback
of shares or has not issued Bonus Shares, Sweat Equity Shares, Equity with differential
voting rights.
10. Change in the nature of business, if any
During the Financial Year 2024-25 there was no change in the nature of
business of the Company.
11. Material changes and commitments if any, affecting the financial
position of the Company which have occurred between the end of the financial year of the
Company to which the financial statements relate and the date of the report
There are no material changes affecting the financial position of the
Company subsequent to the close of the Financial Year 2024-25 till the date of this
Report.
12. Significant & material orders passed by the Regulators or
Courts or Tribunals
There are no significant material orders passed by the Regulators or
Courts or Tribunal, which would impact the going concern status of the Company and its
future operation.
13. Board of Directors and Key Managerial Personnel
The Board of the Company comprises an optimum combination of Executive,
Non-Executive and Independent Directors.
I. Directors appointed / re-appointed during the year and date of
Report
a) Mr. Chandan S. Shirgaokar (DIN:00208200), Director, retire by rotation and was
re-appointed in the Annual General Meeting held on August 20, 2024.
b) The re-appointment of Mr. Shishir S. Shirgaokar (DIN:00166189), Non-Executive
Director, was done under 152 and all other applicable provisions of the Companies Act,
2013 ("the Act") and the Companies (Appointment and Qualification of Directors)
Rules, 2014 and Regulation 17(1A) and other applicable provisions, if any, of SEBI (LODR)
Regulations 2015 for further period of three years w.e.f. May 25, 2024 to May 24, 2027 by
passing a special resolution passed in the Annual General Meeting held on August 20, 2024.
The Nomination & Remuneration Committee and the Board of Directors at their meeting
held on May 22, 2024 are of the opinion that considering his seniority and to reap the
benefits of his rich and varied experience, approval of the shareholders is sought for
continuation of Mr. Shishir S. Shirgaokar as a Non-Executive Director for a period of 3
years.
c) The appointment of Mr. Dattaram P. Kamt (DIN:02081844), Independent Director, was
continued under regulation 17(1A) of SEBI (LODR) Regulations, 2015 by passing a special
resolution in the Annual General Meeting held on August 20, 2024.
The Nomination & Remuneration Committee and the Board of Directors at their meeting
held on May 22, 2024 are of the opinion that the continued valuable contribution of Mr.
Dattaram P. Kamat and his expertise would serve a good purpose for the Company. He
possesses the required expertise as a Non-Executive Independent Director. He has diverse
experience in the Foundry Industry for last 45 years. His opinions and suggestions in the
past have proven to be beneficial for the Company.
II. Directors resigned during the year and date of Report
Mr. Shishir S. Shirgaokar has resigned and stepped down from the
position of Non-Executive Director of the Company w.e.f. April 01, 2025 due to his old
age. Mr. Shishir S. Shirgaokar has confirmed that there are no material reasons for his
resignation, other than those mentioned in his resignation letter.
III. KMP's appointed / resigned during the year and date of Report
Mr. Pratik P. Dukande was appointed as Chief Financial Officer w.e.f.
May 22, 2024 in place of Mr. Suhas B. Kulkarni.
IV. Directors / KMP who have been appointed / ceased to be Directors
and / or KMP after the end of year and date of Report
Appointment of Mr. Niraj S. Shirgaokar (DIN: 00254525), as
Non-Executive Director, was done under 161 and all other applicable provisions of the
Companies Act, 2013 ("the Act") and the Companies (Appointment and Qualification
of Directors) Rules, 2014 w.e.f. April 02, 2025 by passing a special resolution on April
20, 2025 through Postal Ballot.
The Nomination & Remuneration Committee and the Board of Directors
at their meeting held on March 18, 2025 are of the opinion that after resignation of Mr.
Shishir S. Shirgaokar, Mr. Niraj Shishir Shirgaokar will be the fit and proper person to
fill this vacancy of Non-Executive Director of the Company considering his seniority and
varied experience.
V. The present Board of Directors and KMPs of the Company consists of:
| Name of Director & KMP |
Category & Designation |
| Mr. Sachin R. Shirgaokar |
Chairman & Managing Director |
| Mr. Niraj S. Shirgaokar* |
Non-Executive Director |
| Mr. Chandan S. Shirgaokar |
Non-Executive Director |
| Mr. Sohan S. Shirgaokar |
Joint Managing Director |
| Mr. V. S. Reddy |
Executive Director |
| Mrs. Prabha P. Kulkarni |
Independent Woman Director |
| Mr. Dattaram P. Kamat |
Independent Director |
| Dr. Mallappa. R. Desai |
Independent Director |
| Mr. Meyyappan Shanmugam |
Independent Director |
| Mr. Subhash G. Kutte |
Independent Director |
| Mr. Pratik Dukande** |
Chief Financial Officer |
| Mr. Nilesh M. Mankar |
Company Secretary |
*Mr. Shishir Shirgaokar resigned w.e.f. April 01, 2025 and Mr. Niraj
Shirgaokar appointed w.e.f. April 02, 2025. **Mr. Suhas B. Kulkarni was Chief Financial
Officer upto May 22, 2024.
VI. Directors proposed to be re-appointed at the ensuing Annual General
Meeting
Mr. Chandan S. Shirgaokar (DIN: 00208200), Non-Executive Director,
retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself
for re-appointment.
VII. Policy on Director's Appointment and Remuneration
The policy of the Company on Directors appointment and remuneration,
including criteria for determining qualifications, positive attitudes, independence of the
directors and other matters provided under section 178(3) of the Act and the listing
regulations adopted by the Board is available on the web site of the Company and details
of remuneration paid to the Directors are provided in Annexure IV.
We affirm that remuneration paid to the Directors is as per the terms
laid down in the Nomination and Remuneration Policy of the Company.
14. Declaration from Independent Directors
During the year under review, all Independent Directors have given a
declaration that they meet the criteria of Independence as laid down under Section 149(6)
of the Companies Act, 2013.
15. Number of Board Meetings held
Total 7 (seven) Board Meetings were held during the financial year
2024-25 on:
| 1. May 22, 2024 |
2. August 14, 2024 |
| 3. September 05, 2024 |
4. October 11, 2024 |
| 5. November 12, 2024 |
6. February 06, 2025 |
| 7. March 18, 2025 |
|
The gap between any two consecutive Board Meetings did not exceed 120
days.
16. Particulars of Employees
The particulars of employees pursuant to Section 197 of the Companies
Act, 2013 read with Sub-Rule (2) and (3) of Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report as an Annexure
- IV.
17. Committees
The Company has constituted Audit Committee, Nomination &
Remuneration Committee and Stakeholder Relationship Committee. Further The details of
constitution of these committees are furnished below: Audit Committee:
| Name of Director |
Nature of Directorship |
| Mr. Subhash G. Kutte |
Independent Director (Chairman) |
| Mrs. Prabha P. Kulkarni |
Independent Director |
| Mr. Dattaram P. Kamat |
Independent Director |
| Dr. Mallappa R. Desai |
Independent Director |
| Mr. Chandan S. Shirgaokar |
Non-Executive Director |
Nomination and Remuneration Committee:
| Name of Director |
Nature of Directorship |
| Mr. Dattaram P. Kamat |
Independent Director (Chairman) |
| Mrs. Prabha P. Kulkarni |
Independent Director |
| Mr. Subhash G. Kutte |
Independent Director |
Stakeholders Relationship Committee:
| Name of Director |
Nature of Directorship |
| Mrs. Prabha P. Kulkarni |
Independent Director (Chairman) |
| Mr. Dattaram P. Kamat |
Independent Director |
| Mr. Niraj S. Shirgaokar* |
Non-Executive Director |
* Since Mr. Shishir Shirgaokar resigned w.e.f. April 01, 2025 and
Mr. Niraj Shirgaokar was appointed as member of Stakeholder relationship committee w.e.f.
April 02, 2025
Additionally, during the financial year ended March 31, 2025, the
Independent Directors held two separate meetings on February 06, 2025 and March 18, 2025
in Compliance with requirement of Schedule IV of the Companies Act, 2013 and Regulation 25
(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.
18. Disclosure Under, The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company has duly Constituted Internal Complaints Committee under
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. Based on Annual Report of said Committee and as per Section 21 of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the
disclosure details are as follows: Constitution of Committee as on date of this report a)
Members of Committee:
| Name |
Role in Committee |
| Miss Rima Patil |
Presiding Officer & Jr. Officer – HR & Admin |
| Miss Shreya Shirgaokar |
Management Executive |
| Mr. M. Ganeshan |
Member & Jt. General Manager – Mfg. |
| Miss Sushama Jadhav |
Member & Engineer – GET Technology |
| Miss Amruta Sankpal |
Member & Engineer – GET Technology |
| Mr. Sandip Jangam |
Member & Asst. Manager – HR & Admin |
| Mrs. Shobha Shintre |
Member & Jr. Officer – HR & Admin |
| Dr. Kalindi Ranbhare |
External Member - NGO |
b) Report of Committee:
| Particulars |
Details |
| Number of complaints received during the year |
Nil |
| Number of complaints disposed off during the year |
NA |
| Number of cases pending for more than ninety days |
NA |
| Number of workshops or awareness program carried out against
sexual harassment during the year |
Nil |
| Action taken by the Company |
NA |
19. Vigil Mechanism / Whistle Blower
The Company has adopted a Vigil Mechanism Policy, to provide a formal
mechanism to the Directors and employees to report their concerns about unethical
behavior, actual or suspected fraud or violation of the Company's Code of Conduct or
Ethics Policy. The Policy provides for adequate safeguards against victimization of
employees who avail of the mechanism and also provides for direct access to the Chairman
of the Audit Committee. It is affirmed that no personnel of the Company have been denied
access to the Audit Committee.
20. Development and Implementation of Risk Management Policy
The Company has in place a mechanism to identify, assess, monitor, and
mitigate various risks to key business set-up for the Company. As a part of the Risk
Management Policy, the relevant parameters for the protection of the environment, safety
of operations and health of people at work are monitored regularly. However, the Company
doesn't fall under the applicability of the formation of the Risk Management
Committee under regulation 21 of SEBI (LODR) Regulations 2015.
The Board does not foresee any risk which might threaten the existence
of the Company.
21. Deposits
The Company has accepted deposits from its members amounting to Rs.
311.50 lakhs and repaid Rs. 366.50 lakhs during the financial year 2024-25 as covered as
well as exempted under the provisions of section 73 of the Companies Act, 2013, read with
Companies (Acceptance of Deposit) Rules, 2014. The deposits amounting to Rs. 637.50 lakhs
are yet to be matured. Following are the disclosures relating to Deposits accepted:
| Particulars |
Amount ` In lakhs |
| Details of deposits accepted during the year |
311.50 |
| Deposits remaining unpaid or unclaimed as at the end of the
year |
NIL |
| Deposits yet to be matured |
637.50 |
| Default in repayment of deposits or payment of interest
thereon during the year, and if so, the number of such cases and the total amount
involved: at the beginning of the year; maximum during the year; at the end of the year. |
NIL |
| Details of deposits which are not in compliance with the
requirements of the Act. |
NIL |
Credit Rating
As per the provisions of section 73 of the Companies Act, 2013, credit
rating for the outstanding deposits and proposed deposits was obtained from Crisil Ratings
on June 12, 2024. The Agency had assigned the Rating of "BBB-/Stable"
(pronounced as CRICIL Triple B minus rating with Stable outlook) for the Deposits.
22. Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
A] Conservation of Energy:
Energy optimization has been a key area of focus and the company has
invested in various initiatives to improve operational efficiency, energy consumption
patterns and reduce costs –a. In order to have structured improvement of energy
consumption, company has gone through the certification for ISO 50001 on Energy Management
Systems b. A dedicated 14 MW express feeder has been established to ensure a stable and
efficient electricity supply to critical equipment c. Installation of New 15 MT melting
furnace as an equipment balancing solution has helped in reducing power consumption by 100
Units/MT for large castings with combined heats d. All major energy consuming
equipment's are installed with VFD drives connected to smart meters that feed into a
centralized energy monitoring system. This provides real-time insights into energy
consumption patterns and enables timely adjustments to optimize usage All the above
initiatives helped in further reducing energy consumption by ~7% during the last year.
Brownfield expansion of foundry capacity from 30,000 TPA to 45000 TPA is estimated to
reduce the energy consumption by another 5%.
As part of the broader sustainability vision and to optimize energy
costs, the current capacity of 2 MW solar plant installed in the last year is being scaled
up to total
10 MW. This capacity which should be commissioned in May 2025, will set
off up to 14,000 MT of annual production and reduce energy costs up to 30%. B] Technology
Absorption: Following technological updates are being done to enhance the manufacturing
efficiency; a. Presently size of the wind casting is going up to 30 MT because of increase
in turbine sizes from 2 MW to 5 MW. In order to simulate the casting at faster pace, MAGMA
software is updated from Ver 5.4 to 6.0 and enhanced from single core to four cores. This
is expected to improve the quality of results analysis and reduction in simulation time by
35%. b. Company has successfully developed last foam process for automobile die castings
This gives an opportunity to grow in Non-Wind Segment.. c. Thermal reclamation plant has
successful been installed for further recycling the sand after it goes through mechanical
reclamation. This is expected to reduce new sand consumption by 80% from of 0.50 Kg/Kg to
0.10 Kg/Kg of casting production. This will help in preserving natural resources like sand
and also reduce the manufacturing costs.
C] Foreign Exchange Earnings & Outgo: a. By enlarge all the input
material is procured from local suppliers. b. There is continuous effort in minimizing the
imports and reduce the consumption of import material. c. During the year, the total
foreign exchange outgo is Rs. 1,178.40 lakhs and the total foreign exchange earned
was equivalent to Rs. 9777.44 lakhs.
23. Corporate Social Responsibility (CSR)
The report as per section 135 of the Companies Act 2013 read with
Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as
Annexure III.
24. Auditors
i) Statutory Auditors
In the Annual General Meeting held on 28th September 2021, M/s DAB
& Associates, Chartered Accountants, having FRN101119W have been appointed as
Statutory Auditors of the Company for the period of five years to hold office till the
conclusion of the
Annual General Meeting of the Company to be held in the year 2026. With
notification of the amendment to section 139 by the Companies (Amendment) Act, 2017,
provision for ratification of the appointment of the Auditors at every Annual General
Meeting of the Company has been omitted. Accordingly, it is brought to the notice of the
members that ratification of the appointment of Statutory Auditors will not be required.
ii) Secretarial Auditors pursuant to Regulation 24A of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the
provisions of Section 204(1) of the Companies Act, 2013 along with the applicable Rules
thereunder, and other applicable provisions, if any, of the Companies Act, 2013 and based
on the recommendation of the Audit Committee, the Board of Directors of the Company has
appointment of M/s. DVD & Associates, Company Secretaries (Firm Registration No.
S2016MH35900D and Peer review No. 1164/2021) as the Secretarial Auditors of the Company,
to hold office for a period of 5 (five) consecutive years to conduct Secretarial Audit of
the Company from the Financial Year ended March 31, 2026 to the financial Year ended March
31, 2030, on such terms of remuneration, including revisions during the tenure, if any, as
may be approved by the Board, based on the recommendation of Audit Committee.
The Report of the Secretarial Audit for the Financial Year 2024-25 is
annexed herewith as an Annexure II to this Report.
There are no qualifications, reservations or adverse remarks or
disclaimers made by the Secretarial Auditors in their report except mentioned in the point
no.(vi) of the Secretarial Audit Report.
iii) Cost Auditors
Pursuant to provisions of section 148 of Companies Act 2013, M/s.
Adawadkar Chougule & Associates, Cost Accountants (Firm Registration No.00425) have
been re-appointed for conducting audit of cost records maintained by the Company for the
products, applicable as per Companies (Cost Records and Audit) Amendment Rules, 2014 for
F.Y. 2025-26. The Audit Committee of the Company has also recommended the appointment of
M/s. Adawadkar Chougule & Associates, Cost Accountants, as Cost Auditor of the
Company. Their remuneration is subject to approval by the Members. Maintenance of Cost
Records: Company is duly maintaining cost records as specified by the Central Government
under sub-section (1) of section 148 of the Companies Act, 2013.
iv) Internal Auditor
The Board has appointed Mr. Vijay Mhakave, Company Secretary of the
Company, as an Internal Auditor of the Company pursuant to the provisions of Section 138
of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 of
the Companies Act, 2013.
25. Explanation or Comments of Statutory Auditors and Secretarial
Auditor
The Notes on financial statements referred to in the Auditors report
are self-explanatory and do not call for any further comments. The Statutory Auditors
Report and Secretarial Audit Report do not contain any qualification, reservation or
adverse remarks.
26. Directors Responsibility Statement
Pursuant to the requirement of Section 134(5) of the Companies Act,
2013, the Directors state:
That in the preparation of the Annual Accounts for the year ended March
31, 2025, the applicable Accounting Standards have been followed along with proper
explanations relating to material departures, if any; That they have selected such
accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the Company for the
period;
They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act, for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities; That the annual financial statements have been prepared on a going concern
basis; That they have laid down internal financial controls to be followed by the Company
and that such internal financials controls are adequate and are operating effectively.
That they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
27. Annual Return
As required under Section 92(3) of the Act and the Rules made
thereunder and amended from time to time, the Annual Return of the Company in prescribed
Form MGT-7 is available on the website of the Company at https://synergygreenind.com/
investors-relations/
28. Particulars of Loans, Guarantees and Investments
The Company has not given any loan or guarantee or security. The
details of investment made by company under Section 186 of the Companies Act, 2013 are
disclosed in Note no.2 (Financial Assets: Investments).
29. Particulars of Related Party Transactions
All transactions entered into with Related Parties as defined under
Section 2(76) of the Companies Act, 2013 during the financial year were in the ordinary
course of business and at an arm's length pricing basis and do not attract the
provisions of Section 188 of the Companies Act, 2013.
The Company has formulated a policy on materiality of Related Party
Transactions and on dealing with Related Party Transactions. The Company has also taken
omnibus approval from Audit Committee held on May 09, 2025 for the F.Y. 2025-26.
The particulars of related party transactions in prescribed Form AOC -
2 are attached as
Annexure I.
30. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Regulation
17(10) of the Regulations, the Board has carried out performance evaluation of its own
performance and that of its committees and individual Directors.
31. Familiarisation Program:
The Company regularly provides orientation and business overview to its
directors by way of detailed presentations by the various business and functional heads at
Board meetings and through other interactive programs. Such meetings/ programs include
briefings on domestic and global business of the Company. Besides this, the Directors are
regularly updated about Company's new projects, expansion plannings, changes in
regulatory environment and strategic direction. The Board members are also provided
relevant documents, reports and internal policies to facilitate familiarization with the
Company's procedures and practices, from time to time. The details of programmes for
familiarisation for Independent Directors are posted on the website of the Company and can
be accessed at https:// synergygreenind.com/investors-relations/
32. Disclosures by Directors:
The Board of Directors have submitted a notice of interest in Form MBP
1 under Section 184(1) as well as intimation by Directors in Form DIR 8 under Section
164(2) and declaration as to compliance with the Code of Conduct of the Company.
33. Code of Conduct for Prohibition of Insider Trading:
Based on the requirements under SEBI (Prohibition of Insider Trading)
Regulations, 2015, as amended from time to time, the code of conduct for prevention of
insider trading, as approved by the Board from time to time, is in force. The objective of
this Code is to protect the interest of shareholders at large, to prevent misuse of any
price-sensitive information, and to prevent any insider trading activity by dealing in
shares of the Company by its Directors, designated employees, connected persons and other
employees. The Company also adopts the concept of Trading Window Closure, to prevent its
Directors, Officers, designated employees, connected persons and other employees from
trading in the shares of the Company at the time when there is unpublished price sensitive
information.
The Policy is available on the website of the Company at
https://synergygreenind.com/ investors-relations/
34. Code of Conduct for Independent Directors:
The Board has also laid down a Code of Conduct for Independent
Directors pursuant to Section 149(8) and Schedule IV to the Companies Act, 2013 via terms
and conditions for appointment of Independent Directors, which is a guide to professional
conduct for Independent Directors and has been uploaded on the website of the Company at
following web link: https://synergygreenind.com/investors-relations/
35. Finance and Accounts:
Financial Statement has been prepared in accordance with accounting
standards as issued by the Institute of Chartered Accountants of India and as specified in
Section 133 of the Companies Act, 2013 and the relevant rules thereof and in accordance
with Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulation,
2015. IND AS is applicable to the Company. The estimates and judgments relating to the
Financial Statements are made on a prudent basis, so as to reflect in a true and fair
manner, the form and substance of transactions and reasonably present the Company's
financial position.
36. Fraud Reporting:
There have been no frauds reported by the Auditors of the Company to
the Audit Committee or the Board of Directors under sub-Section (12) of Section 143 of the
Companies Act, 2013 during the financial year.
37. Non-Disqualification of Directors:
All the Directors of the Company are non- disqualified and certificate
for the same from the Practicing Company Secretary in annexed as Annexure-A forming
a part of Corporate Governance Report.
38. Business Responsibility Statement:
Your Company does not fall under Top 1000 listed entities as per Market
Capitalization. Hence, the Business Responsibility Report for the financial year, as
stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is not enclosed to this Annual Report.
39. Management Discussion and Analysis Report
Management Discussion & Analysis Report for the year under review
as stipulated under Regulation 34(2) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as Annexure
V hereto and forms part of this Report.
40. Corporate Governance
The Company has been following good Corporate Governance since its
inception. The shares of the Company are listed on BSE Ltd. and National Stock Exchange of
India Ltd. We are regularly and timely complying with the requirements as per the Listing
Agreements. The Company has paid annual listing fees for the Financial Year 2025-26. As
required by SEBI Guidelines, a Corporate Governance Report, including the Auditor's
Certificate on Corporate Governance is annexed as Annexure VI.
41. Internal Control Systems and their adequacy
The Company has an Internal Control Framework, which is commensurate
with the size, scale and complexity of its operations. This framework ensures adequate
safeguards and process to address the evolving business requirements. The Company has in
place adequate internal financial controls with reference to financial statements. The
Company adopted Internal Audit Programme specifying mission, scope of work, independence,
accountability, responsibility and authority of the said Internal Audit. The Company has
also appointed Mr. Vijay Mhakave, Asst. Manager-Accounts as internal auditor of the
Company for conducting Internal Audit.
In order to ensure that all these systems are working smoothly and with
no errors or malfunctions, the Company has an Internal Audit
System, which covers various functional areas within the Company as per
the audit program drawn up in consultation with the audit committee on an annual basis.
Strengthening of controls is a continuous and evolving process in the
Company. The management undertakes preventive and corrective actions, which are then
horizontally deployed across the organization. During the year, such controls were put to
test and no reportable material weaknesses were observed, either in framing the controls
or their implementation. In addition, the Company has an Audit Committee, which oversees
the various aspects of the financial and other controls, including annual operating plans,
quarterly reporting of performance, annual accounting etc.
42. Company's Policy on Directors', Key Managerial
Personnel's and Senior Management Personnel Appointment and Remuneration
The Company has adopted Nomination and Remuneration Policy based on
recommendations of Nomination and Remuneration Committee of the Company, for selection and
appointment of Directors, Key Managerial Personnels, Senior Management and fixing their
remuneration. Disclosures of the ratio of the remuneration of each Director to the median
employee's remuneration and other details as required pursuant to Section 197(12) of
the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 as amended from time
to time, is provided as "Annexure IV".
The Policy is placed on the Company's website, viz
https://synergygreenind.com/investors-relations/
43. Compliances with respect to applicable Secretarial Standards
The Company has ensured compliance with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.
44. Insolvency and Bankruptcy Code Update:
No application has been made / No proceeding is pending under the
Insolvency and Bankruptcy Code, 2016 during the year under review.
45. Valuation for one time settlement with Bank and Financial
Institution:
The Company has not made any valuation for one-time settlement with
banks and financial Institution. Hence, there is no reason for elaboration on the said
aspect.
46. Acknowledgements
Your directors would like to place on record their appreciation for the
support to the Company received from the Employees at all levels. Our growth was made
possible by their hard work, solidarity, co-operation and support. We would also like to
thank our Bankers, Associates and all other clients and well-wishers.
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