To,
The Members,
Synergy Green Industries Limited.
Your Directors' have pleasure in presenting before you the 14th Annual Report of the Company along with audited financial statement for the year ended March 31,2024.
1. Financial Results
The following are the financial results of the Company for the year ended March 31,2024:
( Rs In Lakhs)
2. State of Affairs
a) For the financial year 2023-24, your company has recorded a total income of Rs. 32,812.70 Lakhs as against Rs.29,041.65 Lakhs in the previous year and recorded marginal growth of 12.98%.
b) During the year, export revenues are Rs.3713.33 Lakhs as against Rs.2933.39 Lakhs during previous year. There is an increase in export sales by 26.59%.
c) During the year, absolute PBDIT stands at Rs. 4,109.99 Lakhs as against Rs.2,676.11 Lakhs last year and achieved a growth of 53.55%.
d) During the year, achieved a significant improvement in Profit after Tax of Rs 1156.24 Lakhs as against Rs 86.74 Lakhs during previous year.
3. Industry Update & Future Outlook
Wind industry is in a pivotal moment with COP28 adoption of a target to triple renewable energy by 2030 and to accelerate the energy transition. Industry needs to accelerate wind energy installations from 117 GW in 2023 to at 320 GW of annual installations by 2030. So far, industry growth is powered by key markets like China, the EU, the US, India and Brazil. Other major economies also set up ambitious targets - particularly those with strong offshore resources - such as Japan, South Korea, Australia, Vietnam, the Philippines and Kenya.
With India's vision to become a ‘Developed Nation by 2047'. India has introduced several strategic initiatives, such as: "Self-reliant India" through "Make-in India"; targeting 500 GW of renewable energy capacity by 2030, including 140 GW of wind; reaching net zero by 2070; and a ‘National Green Hydrogen Mission', among others. While thermal power continues to dominate the power generation mix, India is expected to more than double its onshore wind and solar PV capacity by 2028 and achieve its milestone of 50% non-fossil fuel generation before 2030.
Onshore wind is recovering from a growth slowdown Globally, India ranks fourth in total wind installations, with 46 GW of installed onshore wind as of March 2024. It is the second largest wind market in the Asia Pacific region after China. In 2023, due to a range of policy and institutional interventions by central and state governments, over 3.25 GW onshore wind capacity was commissioned - the highest annual installation level since 2017. GWEC expects continued recovery and has revised its onshore wind outlook for 2024-2028 to 22.8 GW. As per the National Electricity Plan of the central government for the period ending 2032, India's installed wind capacity is estimated to amount to around 73 GW in 2026-27 and 122 GW in 2031-32.
On-Shore Wind market:
The Ministry of New and Renewable Energy (MNRE) has outlined a wind-specific renewable purchase obligation (RPO) trajectory to 2030, with an annual target of an 8 GW onshore wind tender every year between 2023 and 2030 based on a single-stage two-envelope bid system.
The plan is to harness the massive wind energy potential of eight windy states: Andhra Pradesh, Gujarat, Karnataka, Madhya Pradesh, Maharashtra, Rajasthan, Tamil Nadu and Telangana To support the development of power evacuation andtransmission infrastructure, the Central Electricity Authority (CEA) has published its transmission planning report for the integration of renewable energy, including 58 GW of wind energy - of which 10 GW is offshore Tamil Nadu and Gujarat - to the Inter-State- Transmission-System (ISTS) by 2030.
Off-Shore Wind market:
In 2022, the MNRE published a strategy paper outlining a tender trajectory of 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.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
4. Economic Environment
The Indian economic outlook for the year 2024-25 is optimistic with several factors contributing to growth and development. India is expected to continue its growth momentum in 2024-25, with GDP projected to expand at a healthy rate. The government's focus on infrastructure development, digital transformation, and manufacturing sectors is likely to drive growth.
Inflation is expected to remain relatively stable, supported by prudent monetary policy measures and adequate supply management. However, global commodity price fluctuations could pose some inflationary pressures. The government's fiscal policies are expected to strike a balance between promoting growth and maintaining fiscal discipline. The central bank is likely to continue its accommodative monetary policy stance to support economic recovery.
India's trade and investment environment is anticipated to improve, driven by increasing globalization and trade partnerships. Strengthening diplomatic relations with key trading partners is expected to open up new avenues for economic growth. Continued emphasis on structural reforms, such as labor reforms, ease of doing business measures, and privatization initiatives, is expected to enhance India's competitiveness and attract investments.
Despite the positive outlook, risks such as geopolitical tensions, global economic uncertainties, and environmental challenges remain. Mitigating these risks will be crucial for sustaining economic growth.
Overall, the Indian economy is poised to show resilience and bounce back from the economic challenges faced in recent years. Strategic policy interventions, investment in key sectors, and a favorable global environment are expected to shape India's economic trajectory in 2024-25.
5. Quality and Certification
The Company's focus is on quality of the products manufactured through fulfilling the requirements as per international standards and customer satisfactions. Company manned by highly qualified team and is equipped with state-of-the-art testing facilities at its Plant.
The Company is certified for Quality Management System (QMS) according to ISO: 9001:2015 for Quality, ISO 14001- 2015 for Environmental management & ISO 45001-2018 for Occupational Health & Safety standards. Company has also got ISO 27001 certification for Information Security Management Systems and ISO 50001 certification for Energy Management Systems.
6. Dividend
The Company's overall performance during the Financial Year under review was outstanding. Based on the performance, the Board of Directors have proposed and recommended a dividend of Rs.10/- (Rupees Ten only) per Preference Shares of Rs.100/- (Rupees Hundred only) each on 10% Cumulative Redeemable Preference Shares accumulated for last 5 financial years (i.e. from the F.Y.2019-20 to F.Y.2023-24) amounting to Rs.535.50 lakhs. Dividend is subject to approval of members at the ensuring 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 31st March, 2024.
9. Change in Capital Structure of the Company
During the year under consideration, there was no change in the Issued and Subscribed Capital Structure of the Company.
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 and Employee stock option.
10. Change in nature of business, if any
During the Financial Year 2023-24 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 were no material changes affecting the financial position of the Company subsequent to the close of the Financial Year 2023-24 till the date of this Report.
12. Significant & material orders passed by the Regulators or Courts or Tribunals
There were 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, retired by rotation and was re-appointed in the Annual General Meeting held on August 09, 2023.
b) The re-appointment of Mr. Meyyappan Shanmugam (DIN:00079844), Independent Director, was done under Section 149 and 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 and other applicable provisions, if any, of SEBI (LODR) Regulations 2015 for second term by passing a special resolution on August 09, 2023 through Postal Ballot.
The Nomination & Remuneration Committee and the Board of Directors at their meeting held on May 26, 2023 were of the opinion that he fulfills the conditions specified in the Companies Act, 2013 and is independent of the management. The Board considered that his continued association as an Independent Director of the Company would be of immense beneficial to the Company and stakeholders. It was in the interest of the Company to continue to avail the benefits of his knowledge, expertise and vast experience.
c) The re-appointment of Mr. Subhash Kutte (DIN:00233322), Independent Director, was done under Section 149 and 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 and other applicable provisions, if any, of SEBI (LODR) Regulations 2015 for second term by passing a special resolution on December 28, 2023 through Postal Ballot.
The Nomination & Remuneration Committee and the Board of Directors at their meeting held on November 7, 2023 were of the opinion that he fulfills the conditions specified in the Companies Act, 2013 and is independent of the management. The Board considers that his continued association as an Independent Director of the Company would be of immense beneficial to the Company and stakeholders. It was in the interest of the Company to continue to avail the benefits of his knowledge, expertise and vast experience.
d) Mr. Sachin R. Shirgaokar was re-appointed as Managing Director in the Board Meeting held on February 14, 2023 for a term of 3 years. His appointment was further confirmed by passing Special Resolution through Postal Ballot on October 5, 2023. Mr. Sachin Rajendra Shirgaokar, aged 57, serves as the Chairman & Managing Director and is a Promoter of our Company. He holds a Master of Business Administration degree from the USA and a Bachelor's degree in Mechanical Engineering from Karnataka University, Bijapur. Actively involved in company management since its inception, he brings over 31 years of industry experience. Mr. Shirgaokar began his career as a Junior Consultant with Sanderson & Associates, New York. Since 1991, he has served as Managing Director at S.B. Reshellers Private Limited. He holds several leadership positions, including Vice Chairman of Youth Development Cooperative Bank Limited, Chairman of India Institute of Foundry Men, Chairman of Gokul Shirgaon Manufacturing Association, and Confederation of Indian Industry. He was initially appointed to the Board as an Additional Director on April 1, 2013, and subsequently confirmed as Managing Director on October 5, 2013. He was further re-appointed as Managing Director effective from April 1,2023, for further period of three-years.
e) Mr. Sohan S. Shirgaokar was re-appointed as Managing Director in the Board Meeting held on February 14, 2023 for a term of 3 years. His appointment was further confirmed by passing Special Resolution through Postal Ballot on October 5, 2023.
Mr. Sohan Sanjeev Shirgaokar, aged 40, serves as the Joint Managing Director and Promoter of our company. He holds a Master of Business Administration and a Bachelor of Commerce degree from Shivaji University, Kolhapur. Actively involved in company management since its inception, he brings over 18 years of industry experience. Mr. Shirgaokar joined S.B. Resellers Private Limited in 2005 and currently holds the position of Joint Managing Director. He is a Chairman of the Indo American Chamber of Commerce, Pune Chapter, and serves on the board of the Kolhapur Engineering Association, the oldest engineering association in Kolhapur. Additionally, he chairs the CII South Maharashtra Zone and serves as a Co-opted Director of the Shiroli Manufacturers Association of Kolhapur. He also holds the position of Vice President at the Deccan Sugar Technologist's Association, Pune, with expertise in legal and financial matters related to the Companies Act and Income Tax Act. Mr. Shirgaokar was initially appointed to the board as an Additional Director on April 1,2013, and subsequently confirmed as Joint Managing Director on October 5, 2013. He was further reappointed as Joint Managing Director effective from April 1, 2023, for further period of three-years.
II. Directors resigned during the year and date of Report
No director resigned during the reporting year.
III. KMP's appointed / resigned during the year and date of Report
Mr. Suhas Kulkarni was re-appointed as CFO until the period ended on May 31,2024, in the Board meeting held on
May 26, 2023 and Mr. Pratik Dukande was appointed as CFO of the Company with effective from May 22, 2024.
In the Board meeting held on 14th February 2024, Mr. Sohan Sanjeev Shirgaokar has relinquished the position of Key
Managerial Personnel (KMP) due to his pre occupation. Further, he will continue as a Joint Managing Director on the
Board of the Company.
IV. The present Board of Directors and KMPs of the Company consists of:
V. Directors proposed to be re-appointed at the ensuing Annual General Meeting
Mr. Chandan S. Shirgaokar (DIN: 00208200), Non-Executive Director, will retire by rotation at the ensuring Annual General Meeting and, being eligible, offers himself for re-appointment.
Upon the recommendation of the Nomination & Remuneration Committee, the Board approved the reappointment of Mr. Shishir S. Shirgaokar (DIN: 00166189) as a Non-Executive Director for a period of 3 years starting from May 22, 2024, in the Board meeting held on May 22, 2024, under Regulation 17 (1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as he has attained the age of more than 75 years.
Additionally, on the recommendation of the Nomination & Remuneration Committee, the Board approved the continuation of Mr. Dattaram P. Kamat (DIN: 02081844) as an Independent Director in the Board meeting held on May 22, 2024, considering he has attained the age of 75 years.
VI. 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 III. 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 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
15. Number of Board Meetings held
Total 7 (seven) Board Meetings were held during the financial year 2023-24 on:
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 - III.
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:
Nomination and Remuneration Committee:
Additionally, during the financial year ended March 31, 2024, the Independent Directors held a separate meeting on February 14, 2024 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:
b) Report of Committee:
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
During the financial year 2023-24, the Company accepted deposits from its members and others totaling Rs. 294.00 lakhs and repaid Rs. 629.57 lakhs, which are covered and exempted under the provisions of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposit) Rules, 2014. As of now, deposits amounting to Rs. 692.50 lakhs are yet to mature.
Following are the disclosures relating to Deposits accepted:
Credit Rating
As per the provisions of Section 73 of the Companies Act, 2013, a credit rating for both, outstanding deposits and proposed deposits was obtained from Crisil Ratings on June 02, 2023. The agency assigned a rating of "BBB-/Stable" (pronounced as CRISIL Triple B minus with Stable outlook) for the deposits.
22. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
A] Conservation of Energy: Following initiatives were taken to reduce energy consumption.
a. Installation of New 15 MT melting furnace helped in reducing the power consumption by 100 Units/MT for large castings with combined heats.
b. All major energy consuming equipment's are installed VFD drives, connected with smart meters to track energy consumption and integrated with optimization software to optimize the power consumption.
c. In order to have structured improvement of energy consumption, company has gone through the certification for ISO 50001 on Energy Management Systems.
d. All above initiatives helped in reducing the energy consumption by 6% during last year.
e. Brownfield expansion of foundry capacity from 30,000 TPA to 45000 TPA is estimated to reduce the energy consumption by another 5%
f. As part of the sustainability and to optimize energy costs, 2 MW solar plant installed during last year and it is being planned to add another 8 MW during FY 2024-25. This 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 Solution strengthened ductile iron grade (SSDI) and brought the products in to serial production. It is being targeted to develop the Main Shaft parts with permanent die moulds in this special grade and same will give technological edge along with additional business to organization.
Thermal reclamation plant is being installed for recycling the sand. This will 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 the 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.1315.67 lakhs and the total foreign exchange earned was equivalent to Rs.3713.33 lakhs.
23. Corporate Social Responsibility (CSR)
During the year under consideration, reporting under Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 was not applicable.
24. Auditors
i) Statutory Auditors
In the Annual General Meeting held on September 28, 2021, M/s DAB & Associates, Chartered Accountants, having FRN101119W, were appointed as Statutory Auditors of the Company for a period of five years, to hold office until the conclusion of the Annual General Meeting in the year 2027. With the notification of the amendment to Section 139 by the Companies (Amendment) Act, 2017, the provision for ratification of the appointment of Auditors at every Annual General Meeting of the Company has been omitted. Therefore, it is hereby informed to the members that ratification of the appointment of Statutory Auditors will not be required.
ii) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Prajot Tungare & Associates, Company Secretaries, Pune to conduct the Secretarial Audit for the financial year 2024-25.
The Report of the Secretarial Audit for the Financial Year 2023-24 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.
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. 2024-25. 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, Asst. Manager - Accounts of the Company, as an Internal Auditor of the Company pursuant to the provisions of Section 138 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, 2024, 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
The Annual Return of the Company as on 31st March 2024, in the prescribed Form MGT-7 as required under Section 92(3) of the Companies Act, 2013 and Rules made thereunder as amended from time to time, is available on the website of the Company and can be accessed at: https://svnergvgreenind.com/wp-content/uploads/2024/07/SGIL-Form-MGT-7 FY- 2023-24.pdf
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 22, 2024 for the F.Y. 2024-25.
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. Familiarization Program:
The Company consistently conducts orientation sessions and provides business overviews to its Directors through detailed presentations by various business and functional heads during Board meetings and other interactive programs. These sessions include briefings on both domestic and global aspects of the Company's operations. Directors are also regularly updated on the Company's new projects, expansion plans, changes in regulatory frameworks, and strategic directions.
Additionally, the Board members receive relevant documents, reports, and internal policies to help them become familiar with the Company's procedures and practices on an ongoing basis.
Details of the familiarization programs specifically designed for Independent Directors are published on the Company's website and can be accessed at: [Familiarization Programmes] https://svnergvgreenind.com/wp-content/uploads/2024/04/ Fmiliarization-progarme-of-Svnergv-Green-Industries-Limited March-31-2024.pdf
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://svnergvgreenind.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://svnergvgreenind.com/wp-content/uploads/2024/01/Code-Of-Buisness-Conduct-Ethics-for-Director-Senior- Management-Executives.pdf
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. 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 2024-25. As required by SEBI Guidelines, a Corporate Governance Report, including the Auditor's Certificate on Corporate Governance is annexed as Annexure V.
40. 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 IV hereto and forms part of this Report.
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 III". The Policy is placed on the Company's website and can be accessed at: https:// svnergvgreenind.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.