Synergy Green Industries Limited — Proxy Solicitation & Information Statement 2021

Dec 30, 2021

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30[th] December, 2021

To, The BSE Limited, Corporate Relationship Department, 1[st] Floor New Trading Building, Rotunda Building, P.J. Towers, Dalal Street, Fort, Mumbai - 400 001

To, Corporate Communications, National Stock Exchange of India Ltd., Exchange Plaza, Plot No.C/1, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai – 400051.

Scrip Code : 541929

Security ID : SGIL

Subject : Postal Ballot Notice and Form – Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Dear Sir/Madam,

Pursuant to provisions of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 and in continuation of our letter dated 24[th] December, 2021, we are enclosing herewith the Postal Ballot Notice together with Explanatory Statement, seeking approval of the Members for the special & ordinary resolutions as mentioned in the Postal Ballot Notice dated 24[th] December, 2021.

The Postal Ballot Notice along with the Explanatory Statement, is being sent to the Members whose names have appeared in the Register of Members or in the Register of Beneficial Owners received from Link Intime India Pvt. Ltd., Registrar & Transfer Agent of the Company and the Depositories as on Friday, 24[th] December, 2021 (Cut-off date).

The Company has engaged the services of Link Intime India Pvt. Ltd. for providing e-voting facility to the Members. The e-voting facility will be available from 9.00 a.m. on Thursday, 30[th] December, 2021 to 5.00 p.m. on Friday, 28[th] January, 2022. The consolidated voting results of the postal ballot and e-voting will be declared on or before Sunday, 30[th] January, 2022.

The Notice of Postal Ballot is also made available on the website of the Company, viz. www.synergygreenind.com.

Kindly take the same on record.

Yours Faithfully, For Synergy Green Industries Limited

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Nilesh M. Mankar Company Secretary and Compliance Officer Membership No. A39928

Encl: As above.

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Synergy Green Industries Limited CIN : L27100PN2010PLC137493

Regd. office :E Ward, Shahupuri, Assembly Road, Kolhapur-416001 Tel: 91-0231-2658375 nmm@synergygreenind.com www.synergygreenind.com

POSTAL BALLOT NOTICE

Dear Members,

Notice is hereby given pursuant to the provisions of Sections 108 and 110 and other applicable provisions, if any, of the Companies Act, 2013 (“CA 2013”) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India applicable Regulations under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and other applicable laws and regulations including any statutory modification(s), amendment(s) or re-enactment(s) thereof for the time being in force and as may be enacted hereinafter, that the consent of the members (“Members”) of Synergy Green Industries Limited (“the Company”) is sought for the resolutions appended herein below which are proposed to be passed through postal ballot by way of remote electronic voting (“e- voting” or “remote e- voting”) (“Notice”).

The proposed resolutions along with the Explanatory Statement to the Notice pursuant to Section 102 and other applicable provisions of the Companies Act 2013, if any, setting out the Explanatory Statement and the reasons thereof, is also annexed hereto for your consideration.

The Notice is being sent in electronic form instead of a hard copy of the Postal Ballot Notice along with Postal Ballot Form and pre-paid business reply envelope, to the Members for this Postal Ballot. Members are requested to follow the procedure as stated in the Notes to this Notice and instructions for casting of votes by remote e- voting and communicate their assent or dissent through the remote e-voting facility only.

In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Companies Act, 2013 read with applicable Rules framed under Companies Act, 2013, the Company is pleased to provide remote e-voting facility to all its Members, to enable them to cast their votes electronically. The Company has engaged the services of Link Intime India Pvt. Ltd. (“LIIPL”) for the purpose of providing e-voting facility to enable the Members to cast their votes electronically. The e-voting facility is available from Thursday, 30[th] December 2021 [9.00 A.M. (IST) onwards] till Friday, 28[th] January, 2022 [upto 5.00 P.M. (IST)]. For this purpose, please read the instructions for remote e-voting carefully, as mentioned in the Notes. Assent or dissent of the Members on the resolutions mentioned in the Notice would only be taken through the remote e-voting system.

The Company has appointed C. S. Kelkar & Associates, Practicing Company Secretary, Pune to act as a Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner. The Scrutinizer shall submit his final report and other papers within the prescribed time to Chairman & Managing Director or Company Secretary of the Company after completion of scrutiny of the e-voting, and the results of the Postal Ballot shall be declared within statutory timelines. The result of the Postal Ballot along with the Scrutinizers’ Report will be placed on the Company’s website i.e. www.synergygreenind.com and shall be communicated to the BSE Limited and National Stock Exchange of India Limited on which the shares of the Company are listed.

You are requested to peruse the proposed resolutions along with the explanatory statement and thereafter record your assent or dissent by means of remote e-voting facility, as provided by the Company.

RESOLUTION 1:

To consider and approve the continuation of Mrs. Prabha Kulkarni as Independent Director under Regulation 17(1A) of SEBI (LODR) Regulations 2015.

To consider and if thought fit, to pass with or without modification(s), the following resolution as Special Resolution:

“RESOLVED THAT in accordance with Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 and other applicable provisions, if any, of the Companies Act 2013 and Rules framed thereunder, consent of Members be and are hereby accorded to continue the appointment of Mrs. Prabha P. Kulkarni (DIN:00053598) as Independent Director of the Company till her current tenure of appointment, that is till 22[nd] February 2023.

“RESOLVED FURTHER THAT Mr. Sachin R. Shirgaokar (DIN:00254442), Chairman & Managing Director or Mr. Sohan S. Shirgaokar (DIN:00217631)), Joint Managing Director or Mr. Nilesh M. Mankar, Company Secretary be and are hereby severally authorized to give effect to this resolution and to do all such acts deeds and things as may be necessary.”

RESOLUTION 2 :

To consider and approve the continuation of Dr. Mallappa R. Desai as Independent Director under Regulation 17(1A) of SEBI (LODR) Regulations 2015.

To consider and if thought fit, to pass with or without modification(s), the following resolution as Special Resolution:

“RESOLVED THAT in accordance with Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 and other applicable provisions, if any, of the Companies Act 2013 and Rules framed thereunder, consent of Members be and are hereby accorded to continue the appointment of Dr. Mallappa R. Desai (DIN:01625500) as Independent Director of the Company till his current tenure of appointment, that is till 22[nd] February 2023.

“RESOLVED FURTHER THAT Mr. Sachin R. Shirgaokar (DIN:00254442), Chairman & Managing Director or Mr. Sohan S. Shirgaokar (DIN:00217631)), Joint Managing Director or Mr. Nilesh M. Mankar, Company Secretary be and are hereby severally authorized to give effect to this resolution and to do all such acts deeds and things as may be necessary.”

RESOLUTION 3 :

To consider and approve the re-appointment of Mr. Sachin R. Shirgaokar as Chairman & Managing Director for a further period of fifteen months

“RESOLVED THAT pursuant to the provisions of the Companies Act, 2013 and the Rule made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and the Articles of Association of the Company, the consent of the Members of the Company be and is hereby accorded for the reappointment of Mr. Sachin R. Shirgaokar (DIN:00254442) as Chairman & Managing Director of the Company for the period of fifteen months with effect from 1[st] January, 2022 to 31[st] March 2023 as per the terms and conditions as mentioned in the agreement to be entered with the Chairman & Managing Director and on payment of such remuneration which was decided by the Board of Directors in the Board meeting held on 5[th] February 2020 approved by the members in the Annual General Meeting held on 8[th] September 2020”.

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“ RESOLVED FURTHER THAT Chairman & Managing Director shall have the general conduct and Management of the whole of the Business and affairs of the Company subject to the superintendence, control and directions of the Board, except in matters specifically required to be done by the Board under the Companies Act, 2013 or by Articles of Association of the Company and also to exercise such powers and perform such duties as the Board of Directors may from time to time determine and shall also perform all other acts and things in the ordinary course of business”.

“RESOLVED FURTHER THAT Shri. Sohan S. Shirgaokar, (DIN:01625500), Joint Managing Director is hereby authorized on behalf of the Company to execute agreement in favour of Shri. Sachin R. Shirgaokar, (DIN: 00254442) Chairman & Managing Director, detailing and granting various powers and to affix the common seal of the Company pursuant to the Articles of Association of the Company in his presence.”

“RESOLVED FURTHER THAT the Chairman & Managing Director, unless prevented by ill health or disability, throughout devote adequate time, attention and energy to the business of the Company and confirm to and comply with directions by the Board and shall faithfully serve the Company and use best endeavours to promote the interest of the Company.”

“RESOLVED FURTHER THAT Mr. Sachin R. Shirgaokar (DIN: 00254442), Chairman & Managing Director or Mr. Sohan S. Shirgaokar, (DIN: 00217631), Joint Managing Director of the Company either jointly or severally be and is hereby authorized to do all such acts, deeds, things etc. as may be required to comply with all formalities in this regard”.

RESOLUTION 4 :

To consider and approve the re-appointment of Mr. Sohan S. Shirgaokar as Joint Managing Director for a further period of fifteen months.

“RESOLVED THAT pursuant to the provisions of the Companies Act, 2013 and the Rule made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and the Articles of Association of the Company, the consent of the Members of the Company be and is hereby accorded for the reappointment of Mr. Sohan S. Shirgaokar (DIN:00217631) as Joint Managing Director of the Company for the period of fifteen months with effect from 1[st] January, 2022 to 31[st] March 2023 as per the terms and conditions as mentioned in the agreement to be entered with the Joint Managing Director and on payment of such remuneration which was decided by the Board of Directors in the Board meeting held on 5[th] February 2020 approved by the members in the Annual General Meeting held on 8[th] September 2020”.

“ RESOLVED FURTHER THAT Joint Managing Director shall have the general conduct and management of the whole of the Business and affairs of the Company subject to the superintendence, control and directions of the Board, except in matters specifically required to be done by the Board under the Companies Act, 2013 or by Articles of Association of the Company and also to exercise such powers and perform such duties as the Board of Directors may from time to time determine and shall also perform all other acts and things in the ordinary course of business”.

“RESOLVED FURTHER THAT Shri. Sachin R. Shirgaokar, (DIN:00254442), Chairman & Managing Director is hereby authorized on behalf of the Company to execute agreement in favour of Shri. Sohan S. Shirgaokar, (DIN:01625500), Joint Managing Director, detailing and granting various powers and to affix the common seal of the Company pursuant to Articles of Association of the Company in his presence.”

“RESOLVED FURTHER THAT the Joint Managing Director, unless prevented by ill health or disability, throughout devote adequate time, attention and energy to the business of the Company and confirm to and comply with directions by the Board and shall faithfully serve the Company and use best endeavours to promote the interest of the Company.”

“RESOLVED FURTHER THAT Mr. Sachin R. Shirgaokar (DIN: 00254442), Chairman & Managing Director or Mr. Sohan S. Shirgaokar, (DIN: 00217631), Joint Managing Director of the Company either jointly or severally be and is hereby authorized to do all such acts, deeds, things etc. as may be required to comply with all formalities in this regard”.

By Order of the Board of Directors For Synergy Green Industries Limited

Sd/Nilesh Mankar Company Secretary & Compliance Officer Memb. No.A39928

Date: 24[th] December, 2021 Place: Kolhapur

NOTES :

1. Explanatory Statement as required under Section 102 of the Companies Act, 2013 in respect of the business specified above is annexed hereto.

2. Pursuant to the “Green Initiative in the Corporate Governance ” taken by Ministry of Corporate Affairs, Govt. of India, in 2011, the Postal Ballot Notice is being sent to all the Members/ Beneficiaries, whose names appear in the Register of Members/ Statement of beneficial owners as received from the Depositories i.e. National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) as on the close of business hours on Friday, 24[th] December 2021 i.e. Record Date. Any person who is not a Member as on the said record date should treat this Notice for information purposes only.

3. The Scrutinizer will submit the report to the Chairman and Managing Director or Company Secretary of the Company after completion of scrutiny of the Postal Ballot Process.

4. The results of the Postal Ballot will be announced by the Chairman and Managing Director or Company Secretary of the Company on or before Sunday, 30[th] January, 2022. The results will also be posted on the website of Company (www.synergygreenind.com).

5. The Special Resolutions mentioned above shall be declared as passed if the number of votes cast in its favor are not less than three times the number of votes cast, if any, against the said Resolution and the Ordinary Resolutions shall be declared passed, if the number of votes cast in its favor exceeds the number of votes cast, if any, against the resolution.

Remote e-voting instruction for shareholders:

As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.

Login method for Individual shareholders holding securities in demat mode is given below:

1. Individual Shareholders holding securities in demat mode with NSDL

2. Existing IDeAS user can visit the e-Services website of NSDL viz... https://eservices.nsdl.com either on a personal computer or on a mobile. On the e-Services home page click on the "Beneficial Owner" icon under "Login"" which is available under 'IDeAS' section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name i.e. LINKINTIME and you will be re-directed to “InstaVote” website for casting your vote during the remote e-Voting period.

3. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com Select "Register Online for

click

• IDeAS Portal" or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a personal computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name i.e. LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.

• Individual Shareholders holding securities in demat mode with CDSL

• Existing users who have opted for Easi / Easiest, can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.c om and click on New System Myeasi.

• After successful login of Easi/Easiest the user will be able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. LINKINTIME. Click on LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.

• If the user is not registered for Easi/Easiest, option to register is available

  • at https://web.cdslindia.com/myeasi/Registration/EasiRegistration.

• Alternatively, the user can directly access e-Voting page by providing demat account number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e. LINKINTIME. Click on LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.

• Individual Shareholders (holding securities in demat mode) login through their depository participants. You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e- Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name i.e. LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.

Login method for Individual shareholders holding securities in physical form is given below:

Individual Shareholders of the company, holding shares in physical form as on the cutoff date for e-voting may register for e-Voting facility of Link Intime as under:

1. Open the internet browser and launch the URL: https://instavote.linkintime.co.in

2. Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details: -

A. User ID: Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company.

B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format) D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

* Shareholders/ members holding shares in_ _physical form** but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above

▶ Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

▶ Click “confirm” (Your password is now generated).

1. Click on ‘Login’ under ‘SHARE HOLDER’ tab.

2. Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on ‘Submit’.

Cast your vote electronically:

1. After successful login, you will be able to see the notification for e-voting. Select ‘View’ icon .

2. E-voting page will appear.

3. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).

4. After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

Guidelines for Institutional shareholders:

Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on the e-voting system of LIIPL at https://instavote.linkintime.co.in and register themselves as ‘Custodian / Mutual Fund / Corporate Body’ . They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the ‘Custodian / Mutual Fund / Corporate Body’ login for the Scrutinizer to verify the same.

Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders:

Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at enotices@linkintime.co.in or contact on: - Tel: 022 – 4918 6000.

Helpdesk for Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e. NSDL and CDSL.

**Logintype **	**Helpdesk details **
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat modewithCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 or22-23058542-43.

Individual Shareholders holding securities in Physical mode has forgotten the password:

If an Individual Shareholders holding securities in Physical mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in

o Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’

o Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain minimum 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

User ID for Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Company

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website.

• It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

• During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

EXPLANATORY STATEMENT AS REQUIRED UNDER SECTION 102 OF THE COMPANIES ACT, 2013

For Item 1:

Mrs. Prabha Kulkarni, Independent Director was appointed on the Board of the Company on 20[th] February 2018 in compliance with Section 149 of the Companies Act 2013, and her appointment as an Independent Director of the Company for a term of 5 years w.e.f. 23[rd] February 2018 to 22[nd] February 2023 and the said appointment was approved in the Extra-Ordinary General Meeting held on 23[rd] February, 2018. Her current term in the office of Independent director is upto 22[nd] February, 2023.

Mrs. Prabha Kulkarni is currently holding the Chairman position of Stakeholders Relationship Committee of the Board. She is also a member of Audit Committee and Nomination & Remuneration Committee.

In terms of Regulation 17 (1A) of SEBI (LODR) Regulations 2015, no listed entity shall continue the directorship of any person as a non-executive director who has attained the age of seventy five years unless a special resolution is passed to that effect.

Recently Company has migrated from BSE-SME platform to Main Board of BSE & NSE and in order to comply with the provisions of Regulation 17 (1A) of SEBI (LODR) Regulations 2015 such approval is sought.

The Nomination & Remuneration Committee and the Board of Directors at their meeting held on 24[th] December, 2021 are of the opinion that the continued valuable contribution of Mrs. Prabha Kulkarni and her expertise would serve a good purpose for the Company. She possesses the required expertise as a Non-Executive Independent Director. She has diverse experience in the Foundry Industry for last 54 years. Her opinions and suggestions in the past have proven to be beneficial for the Company.

Other than Mrs. Prabha Kulkarni, none of the directors, Key Managerial Personnel of the Company and their respective relatives, are concerned or interested in the above resolution, financially or otherwise.

The Board commends the above mentioned resolution as set out in Item No.1 as a special resolution for your approval.

For Item 2 :

Dr. Mallappa R. Desai, Independent Director was appointed on the Board of the Company on 20[th] February 2018 in compliance with Section 149 of the Companies Act 2013, and her appointment as an Independent Director of the Company for a term of 5 years w.e.f. 23[rd] February 2018 to 22[nd] February 2023 and the said appointment was approved in the Extra-Ordinary General Meeting held on. Her current term in the office of Independent Director is upto 22[nd] February, 2023.

Dr. Mallappa R. Desai is a member of Audit Committee.

In terms of Regulation 17 (1A) of SEBI (LODR) Regulations 2015, no listed entity shall continue the directorship of any person as a non-executive director who has attained the age of seventy five years unless a special resolution is passed to that effect.

Recently Company has migrated from BSE-SME platform to Main Board of BSE & NSE and in order to comply with the provisions of Regulation 17 (1A) of SEBI (LODR) Regulations 2015 such approval is sought.

The Nomination & Remuneration Committee and the Board of Directors at their meeting held on 24[th] December, 2021 are of the opinion that the continued valuable contribution of Dr. Mallappa R. Desai and his expertise would serve a good purpose for the Company. He holds a degree of Bachelor of Medicine and Bachelor of Surgery. He has an overall experience of 45 years. His opinions and suggestions in the past

have proven to be beneficial for the Company.

Other than Dr. Mallappa R. Desai, none of the directors, Key Managerial Personnel of the Company and their respective relatives, are concerned or interested in the above resolution, financially or otherwise.

The Board commends the above mentioned resolution as set out in Item No.2 as a special resolution for your approval.

Item No.3:

Mr. Sachin Rajendra Shirgaokar aged 55 years is Chairman & Managing Director and also the Promoter of our Company. He holds a degree of Master of Business Administration from the U.S.A. and a B.E. Mechanical from Karnataka University Bijapur. He is actively engaged in managing the company since incorporation. He has about 32 years of experience in the industry. He started his career with Sanderson & Associates, New York as Junior Consultant. Later on, associate with S.B. Resellers Private Limited as Managing Director in 1991. He was holding various positions like Chairman of Gokul Shirgaon Manufacturer’s Association and Confederation of Indian Industry, Council Member of Indian Institute of Foundry Men.

Looking into his knowledge of various aspects relating to the Company’s affairs and business experience and on the recommendation of the Nomination & Remuneration Committee and the Board of Directors at their meeting held on 24[th] December, 2021 was of the opinion that for smooth and efficient running of the business, the services of Mr. Sachin R. Shirgaokar should be continued to be available to the Company and reappointed him as Chairman & Managing Director of the Company for a further period of fifteen months with effect from 1[st] January, 2022 to 31[st] March, 2023 on the remuneration which was decided by the Board of Directors in the Board meeting held on 5[th] February 2020 and approved by the members in the Annual General Meeting held on 8[th] September 2020 and other terms and conditions subject to the approval of the Members of the Company. An Agreement is proposed to be executed with the Chairman & Managing Director depicting the terms and conditions of his appointment and remuneration.

The brief resume of Shri Sachin R. Shirgaokar in pursuance of the provisions of the SEBI (LODR) Regulations, 2015 has been given in Annexure-A to this notice.

Except for Shri Sachin R. Shirgaokar and his relatives, none of the Directors or KMP’s or their relatives are interested or concerned in the above resolution.

The Board commends the above mentioned resolution as set out in Item No.3 as an ordinary resolution for your approval.

Item No.4:

Mr. Sohan Sanjeev Shirgaokar aged 38 years is Joint Managing Director and also the Promoter of our Company. He holds a degree of Master of Business and Bachelor of Commerce from the Shivaji University, Kolhapur. He is actively engaged in managing the company since incorporation. He has about 18 years of experience in the industry. He joined S.B. Resellers Private Limited in 2005. Currently, he is the Joint Managing Director of S.B. Resellers Private Limited also. He is a member of Indo American Chamber of Commerce, Pune Chapter. He is an invitee Director on the Board of Kolhapur Engineering Association, which is the oldest Engineering Association of 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. He has domain expertise in legal & financial matters related to Companies Act and Income Tax Act.

Looking into his knowledge of various aspects relating to the Company’s affairs and business experience and on the recommendation of the Nomination & Remuneration Committee and the Board of Directors at their meeting held on 24[th] December, 2021 was of the opinion that for smooth and efficient running of the business, the services of Mr. Sohan S. Shirgaokar should be continued to be available to the Company and reappointed him as Joint Managing Director of the Company for a further period of

fifteen months with effect from 1[st] January, 2022 to 31[st] March, 2023 on the remuneration which was decided by the Board of Directors in the Board meeting held on 5[th] February 2020 approved by the members in the Annual General Meeting held on 8[th] September 2020 and other terms and conditions subject to the approval of the Members of the Company. An Agreement is proposed to be executed with Joint Managing Director depicting the terms and conditions of his appointment along with remuneration terms

The brief resume of Shri Sohan S. Shirgaokar in pursuance of the provisions of the SEBI(LODR) Regulations, 2015 has been given in Annexure-A to this notice.

Except for Shri Sohan S. Shirgaokar and his relatives, none of the Directors or KMP’s or their relatives are interested or concerned in the above resolution.

The Board commends the above mentioned resolution as set out in Item No.4 as an ordinary resolution for your approval.

ANNEXURE-A

Name	Mr. Sachin R. Shirgaokar	Mr. Sohan S. Shirgaokar
DIN	00254442	00217631
Age	55 Years	38 Years
Background details	B. E. Mechanical, MBA, University of New Hampshire, Manchester. 32 years of experience out of which 30 years of working at top positions of the Companies.	B. Com., M.B.A. (Finance & Marketing)18 years of experience at top positions of the Companies.
Past Remuneration	The Amount of Rs.81,86,504/- was paid as managerial remuneration for F.Y. 2020-21 inclusive of performance incentive, perquisites etc. as per rules ofthe Company.	The Amount of Rs.81,86,504/- was paid as managerial remuneration for F.Y. 2020-21 inclusive of performance incentive, perquisites etc. as per rules ofthe Company.
Date of First Appointment on the Board	19.10.2010	19.10.2010
Shareholding in the Company	7,40,228 equity shares of Rs.10 each	1,20,004 equity shares of Rs. 10 each
Job Profile and his suitability	Chairman & Managing Director- Overall responsibility of the Company operations with core area and emphasis on Monitoring and controlling overall Business Activities, Strategic planning, Financial Management & Operations Management.	Joint Managing Director- Overall responsibility of the Company operations with core area and emphasis on Strategic planning, Systems Development & Operations Management.
Proposed Remuneration	As mentioned in resolution No.3	As mentioned in resolution No.4
Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be w.r.t. the country of his origin)	Comparable	Comparable

Pecuniary relationship Shareholder & employee of the Shareholder & employee of the directly or indirectly with company company the company, or relationship with the managerial personnel, if any.

Relationship with other Directors, Manger, and Key Managerial Personnel of the company

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Sr. Name of Director and Relationship Relationship
No. KMP
1. Mr. Shishir Suresh Father’s Cousin Father’s Brother
Shirgaokar
2. Mr. Sachin Rajendra - Cousin
Shirgaokar
3. Mr. Chandan Sanjeev Cousin Brother
Shirgaokar
4. Mr. Sohan Sanjeev Cousin -
Shirgaokar
5. Mr. V.S. Reddy No relation No relation
6. Mrs. Prabha Prakash No relation No relation
Kulkarni
7. Mr. Dattaram No relation No relation
Pandurang Kamat
8. Dr. M. R. Desai No relation No relation
9. Mr. Meyyappan No relation No relation
Shanmugam
10. Mr. Subhash No relation No relation
Gundappa Kutte
11. Mr. Suhas No relation No relation
Bhalchandra Kulkarni
12. Mr. Nilesh Mohan No relation No relation
Mankar
Number of Board meetings Number of meetings held: 6 Number of meetings held: 6
held and attended during Number of meetings attended: 6 Number of meetings attended: 6
the F.Y.2020-21
Other Directorship, Director Director
Membership/ 1. The Ugar Sugar Works Ltd. 1. The Ugar Sugar Works Ltd.
Chairmanship of 2. S. B. Reshellers Pvt. Ltd. 2. S. B. Reshellers Pvt. Ltd.
Committees of other
3. Tara Tiles Pvt. Ltd. 3. Tara Tiles Pvt. Ltd.
boards
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BY ORDER OF THE BOARD OF DIRECTORS FOR SYNERGY GREEN INDUSTRIES LIMITED

Sd/NILESH MANKAR COMPANY SECRETARY & COMPLIANCE OFFICE MEMBERSHIP NO.A39928

Date: 24[th] December, 2021 Place: Kolhapur