General information about company

Scrip code516108
NSE Symbol
MSEI Symbol
ISININE088G01014
Name of the entityTHE SOUTH INDIA PAPER MILLS LIMITED
Date of start of financial year01-04-2022
Date of end of financial year31-03-2023
Reporting QuarterYearly
Date of Report31-03-2023
Risk management committeeApplicable
Market Capitalisation as per immediate previous Financial YearTop 2000 listed entities



Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatoryTextual Information(1)
Whether the listed entity has a Regular ChairpersonYes
Whether Chairperson is related to MD or CEOYesDisqualification of Directors under section 164 of the Companies Act, 2013
SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of BirthWhether the director is disqualified?Start Date of disqualificationEnd Date of disqualificationDetails of disqualificationCurrent statusWhether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]Date of passing special resolutionInitial Date of appointmentDate of Re-appointmentDate of cessationTenure of director (in months)No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations)No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing RegulationsNumber of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)Notes for not providing PANNotes for not providing DIN
1MrMANISH M PATELAEEPP6501K00128179Executive DirectorChairpersonCEO-MD18-05-1959NoActiveNA09-10-199020-05-20191000
2MrDINESHCHANDRA C PATELABBPP4124C00167581Non-Executive - Non Independent DirectorNot Applicable16-10-1938NoActiveYes22-09-202230-08-197522-09-20221000
3MrM G MOHAN KUMARADVPM5755E00020029Non-Executive - Independent DirectorNot Applicable03-03-1957NoActiveNA28-06-199419-09-2019362244
4MrS R CHANDRASEKARA SETTY ACKPC7349G00017055Non-Executive - Independent DirectorNot Applicable12-10-1940NoActiveYes19-09-201923-01-199219-09-2019361120



I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Whether the listed entity has a Regular Chairperson

SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of BirthWhether the director is disqualified?Start Date of disqualificationEnd Date of disqualificationDetails of disqualificationCurrent statusWhether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]Date of passing special resolutionInitial Date of appointmentDate of Re-appointmentDate of cessationTenure of director (in months)No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations)No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing RegulationsNumber of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)Notes for not providing PANNotes for not providing DIN
5MrJAGDISH M PATELADQPP3156R00128834Non-Executive - Independent DirectorNot Applicable16-04-1944NoActiveYes19-09-201927-06-198719-09-2019361110
6MrAJAY D PATELABAPP3615P00466905Non-Executive - Non Independent DirectorNot Applicable10-12-1968NoActiveNA31-08-199624-09-20201000
7MrJITENDRA A PATELAGIPP7237J00248302Non-Executive - Non Independent DirectorNot Applicable02-05-1948NoActiveYes22-09-202227-09-201223-09-20211000
8MrN S KISHORE KUMARAAFPN4348H03422169Non-Executive - Independent DirectorNot Applicable13-05-1956NoActiveNA31-01-201119-09-2019361100



I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Whether the listed entity has a Regular Chairperson

SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of BirthWhether the director is disqualified?Start Date of disqualificationEnd Date of disqualificationDetails of disqualificationCurrent statusWhether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]Date of passing special resolutionInitial Date of appointmentDate of Re-appointmentDate of cessationTenure of director (in months)No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations)No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing RegulationsNumber of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)Notes for not providing PANNotes for not providing DIN
9MrsGIRIJA SHANKAR AANPG1420H07148094Non-Executive - Independent DirectorNot Applicable28-02-1957NoActiveNA31-03-201519-09-2019361110



Text Block

Textual Information(1)

Note :

1. There is no change in the composition of Board of Directors as compared to the previous quarter

2. Mr Manish M Patel was re appointed as the Managing Director of the Company w.e.f 20-05-2019 (for a period of 5 years) by passing of special resolution at the AGM of the Company held on 20th Sept 2018.

3. Mr M G Mohan Kumar was appointed as a Director of the Company on 28-06-1994. As per the Companies Act, 2013 he has been re appointed as an Independent Director for a second term at the AGM held on 19-09-2019. His appointment is effective from 01st April 2020 and upto 31st March 2025.

4. Mr S R Chandrasekara Setty was appointed as a Director of the Company on 23-01-1992. As per the Companies Act, 2013 he has been re appointed as an Independent Director for a second term at the AGM held on 19-09-2019. His appointment is effective from 01st April 2020 and upto 31st March 2025.

5. Mr Jagdish M Patel was appointed as a Director of the Company on 27-06-1987. As per the Companies Act, 2013 he has been re appointed as an Independent Director for a second term at the AGM held on 19-09-2019. His appointment is effective from 01st April 2020 and upto 31st March 2025.

6. Mr N S Kishore Kumar was appointed as a Director of the Company on 31-01-2011.As per the Companies Act, 2013 he has been re appointed as an Independent Director for a second term at the AGM held on 19-09-2019. His appointment is effective from 01st April 2020 and upto 31st March 2025.

7. Mrs Girija Shankar was appointed as an Independent Director of the Company on 31-03-2015. As per the Companies Act, 2013 she has been re appointed as an Independent Director for a second term at the AGM held on 19-09-2019. Her appointment is effective from 01st April 2020 and upto 31st March 2025.

8. The tenure in months given for all the independent directors is from the effective date of appointment i.e from 1st April 2020 which is their second term. The tenure of all the Independent Directors is 36 months as on 31st March 2023 (calculated from 1st April 2020) in the SECOND TERM.

Total tenure including their first term is 96 months (i.e 60 months in first term & 36 months in the second term). All the Independent Directors have already completed their first term of 5 years. For better clarity we have fed the tenure in months only for the second term as 36 months.

The other 3 Non executive Directors re - appointment is based on rotation. Hence tenure is not provided here for them.

9. Mr Dineshchandra C Patel has been re-appointed as Director, retiring by rotation, by passing a special resolution at the AGM held on 22nd Sept 2022 as per Reg 17(1A) of SEBI (LODR) Regulations, 2015.

10. At the AGM held on 22nd Sept 2022, the Company has passed a special resolution for continuation of appointment of Mr Jitendra A Patel under Reg 17(1A) of SEBI (LODR)Regulations, as he would be completing the age of 75 years in May 2023 and since our next AGM would be in Sept 2023, in order to comply with Reg 17(1A) special resolution has been passed at this AGM only for continuation of his appointment. The date of re- appointment was at the AGM held on 23-09-2021. Hence we have fed the same in re appointment column.




Annexure 1

II. Composition of Committees

Disclosure of notes on composition of committees explanatoryTextual Information(1)

Annexure 1 Text Block

Textual Information(1)
The date of appointment given for all the Committee members refers to the date of appointment to the Committee.








Audit Committee Details

Whether the Audit Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100020029M G MOHAN KUMARNon-Executive - Independent DirectorChairperson29-01-2002
200017055S R CHANDRASEKARA SETTY Non-Executive - Independent DirectorMember29-01-2002Textual Information(1)
300128834JAGDISH M PATELNon-Executive - Independent DirectorMember28-07-2005

Sr Text Block

Textual Information(1)
Note:
Mr S R Chandrasekara Setty is the Joint Chairman of the Audit Committee. However in the excel template is not allowing for selecting ' Chairperson' again. Hence we have selected the category of Mr S R Chandrasekara Setty as a member.


Nomination and remuneration committee

Whether the Nomination and remuneration committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100020029M G MOHAN KUMARNon-Executive - Independent DirectorChairperson30-05-2009
200017055S R CHANDRASEKARA SETTY Non-Executive - Independent DirectorMember30-05-2009
300128834JAGDISH M PATELNon-Executive - Independent DirectorMember30-05-2009


Stakeholders Relationship Committee

Whether the Stakeholders Relationship Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100020029M G MOHAN KUMARNon-Executive - Independent DirectorChairperson29-01-2002
200017055S R CHANDRASEKARA SETTY Non-Executive - Independent DirectorMember27-01-2005
307148094GIRIJA SHANKAR Non-Executive - Independent DirectorMember30-07-2020


Risk Management Committee

Whether the Risk Management Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100128179MANISH M PATELExecutive DirectorChairperson27-01-2015
200020029M G MOHAN KUMARNon-Executive - Independent DirectorMember27-01-2015
300017055S R CHANDRASEKARA SETTY Non-Executive - Independent DirectorMember27-01-2015


Corporate Social Responsibility Committee

Whether the Corporate Social Responsibility Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100128179MANISH M PATELExecutive DirectorChairperson27-01-2015
200020029M G MOHAN KUMARNon-Executive - Independent DirectorMember27-01-2015
300017055S R CHANDRASEKARA SETTY Non-Executive - Independent DirectorMember27-01-2015


Other Committee

SrDIN NumberName of Committee membersName of other committeeCategory 1 of directorsCategory 2 of directorsRemarks

Annexure 1

Annexure 1

III. Meeting of Board of Directors

Disclosure of notes on meeting of board of directors explanatoryTextual Information(1)
SrDate(s) of meeting (if any) in the previous quarterDate(s) of meeting (if any) in the current quarterMaximum gap between any two consecutive (in number of days)Notes for not providing DateWhether requirement of Quorum met (Yes/No)Total Number of Directors as on date of the meetingNumber of Directors present* (All directors including Independent Director)No. of Independent Directors attending the meeting*
114-11-2022Yes953
209-02-202386Yes985
328-02-202318Yes995
428-03-202327Yes975



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Textual Information(1)
Board meeting was held on 09-02-2023 to consider unaudited financial results for the Quarter ended 31st Dec 2022.


Board meeting was held on 28-02-2023 to consider raising of funds through preferential issue


Board meeting was held on 28-03-2023, to allot 37,50,000 equity shares on preferential basis.







Annexure 1

IV. Meeting of Committees

Disclosure of notes on meeting of committees explanatory Textual Information(1)
SrName of CommitteeDate(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order)Maximum gap between any two consecutive (in number of days)Name of other committeeReson for not providing dateWhether requirement of Quorum met (Yes/No)Total Number of Directors in the Committee as on date of the meetingNumber of Directors Present (All Directors including Independent Director)No. of Independent Directors attending the meeting* No. of members attending the meeting (other than Board of Directors)
1Audit Committee14-11-2022Yes3220
2Audit Committee09-02-202386Yes3330
3Audit Committee15-02-2023Yes3220



Text Block

Textual Information(1)
Audit committee met on 15-02-2023, to consider the appointment of registered valuer with respect to Preferential issue.


The Stakeholder Relationship Committee met on 09-02-2023 & 28-03-2023, Risk Management Committee & Nomination and Remuneration Committee met on 28-03-2023 and it was attended by all the members.


A separate meeting of the Independent Director's was held on 28-03-2023 and it was attended by all the Independent Directors.







Annexure 1

V. Related Party Transactions

SrSubjectCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Whether prior approval of audit committee obtainedYes
2Whether shareholder approval obtained for material RPTNA
3Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit CommitteeYes


Annexure 1

VI. Affirmations

SrSubjectCompliance status (Yes/No)
1The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015Yes
2The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit CommitteeYes
3The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committeeYes
4The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committeeYes
5The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities)Yes
6The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
7The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
8This report and/or the report submitted in the previous quarter has been placed before Board of Directors.Yes

Annexure 1

SrSubjectCompliance status
1Name of signatoryVIDYA BHAT
2DesignationCompany Secretary and Compliance Officer



Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
1Details of businessYeswww.sipaper.com
2Terms and conditions of appointment of independent directorsYeswww.sipaper.com
3Composition of various committees of board of directorsYeswww.sipaper.com
4Code of conduct of board of directors and senior management personnelYeswww.sipaper.com
5Details of establishment of vigil mechanism/ Whistle Blower policyYeswww.sipaper.com
6Criteria of making payments to non-executive directorsYeswww.sipaper.com
7Policy on dealing with related party transactionsYeswww.sipaper.com
8Policy for determining ‘material’ subsidiariesNA
9Details of familiarization programmes imparted to independent directorsYeswww.sipaper.com

Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
10Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievancesYeswww.sipaper.com
11email address for grievance redressal and other relevant detailsYeswww.sipaper.com
12Financial resultsYeswww.sipaper.com
13Shareholding patternYeswww.sipaper.com
14Details of agreements entered into with the media companies and/or their associatesNA
15Schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchangeNA
16New name and the old name of the listed entityNA
17Advertisements as per regulation 47 (1)Yeswww.sipaper.com
18Credit rating or revision in credit rating obtainedYeswww.sipaper.com
19Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial yearNA
20Whether company has provided information under separate section on its website as per Regulation 46(2)Yeswww.sipaper.com
21Materiality Policy as per Regulation 30Yeswww.sipaper.com
22Dividend Distribution policy as per Regulation 43A (as applicable)NA
23It is certified that these contents on the website of the listed entity are correctYeswww.sipaper.com


Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’16(1)(b) & 25(6)Yes
2Board composition17(1), 17(1A) & 17(1B)Yes
3Meeting of Board of directors17(2)Yes
4Quorum of Board meeting17(2A)Yes
5Review of Compliance Reports17(3)Yes
6Plans for orderly succession for appointments17(4)Yes
7Code of Conduct17(5)Yes
8Fees/compensation17(6)Yes
9Minimum Information17(7)Yes
10Compliance Certificate17(8)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
11Risk Assessment & Management17(9)Yes
12Performance Evaluation of Independent Directors17(10)Yes
13Recommendation of Board17(11)Yes
14Maximum number of Directorships17AYes
15Composition of Audit Committee18(1)Yes
16Meeting of Audit Committee18(2)Yes
17Composition of nomination & remuneration committee19(1) & (2)Yes
18Quorum of Nomination and Remuneration Committee meeting19(2A)Yes
19Meeting of Nomination and Remuneration Committee19(3A)Yes
20Composition of Stakeholder Relationship Committee20(1), 20(2) & 20(2A)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
21Meeting of Stakeholders Relationship Committee20(3A)Yes
22Composition and role of risk management committee21(1),(2),(3),(4)Yes
23Meeting of Risk Management Committee21(3A)Yes
24Vigil Mechanism22Yes
25Policy for related party Transaction23(1),(1A),(5),(6),(7) & (8)Yes
26Prior or Omnibus approval of Audit Committee for all related party transactions23(2), (3)Yes
27Approval for material related party transactions23(4)NA
28Disclosure of related party transactions on consolidated basis23(9)Yes
29Composition of Board of Directors of unlisted material Subsidiary24(1)NA
30Other Corporate Governance requirements with respect to subsidiary of listed entity24(2),(3),(4),(5) & (6)NA

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
31Annual Secretarial Compliance Report24(A)Yes
32Alternate Director to Independent Director25(1)NA
33Maximum Tenure25(2)Yes
34Meeting of independent directors25(3) & (4)Yes
35Familiarization of independent directors25(7)Yes
36Declaration from Independent Director25(8) & (9)Yes
37D & O Insurance for Independent Directors25(10)NA
38Memberships in Committees26(1)Yes
39Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel26(3)Yes
40Disclosure of Shareholding by Non-Executive Directors26(4)Yes
41Policy with respect to Obligations of directors and senior management26(2) & 26(5)Yes
Any other information to be provided - Add Notes




Annexure II

1Name of signatoryVIDYA BHAT
2DesignationCompany Secretary and Compliance Officer



Annexure II

III. Affirmations

SrParticularsCompliance status (Yes/No/NA)
1The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been compliedNA
Any other information to be provided




Annexure II

1Name of signatoryVIDYA BHAT
2DesignationCompany Secretary and Compliance Officer




Additional Half yearly Disclosure

Applicability of disclosure Not Applicable
Reason for Non Applicability Textual Information(1)

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Textual Information(1)
The Company has not given any loan / guarantee in connection with any loan / security connection with any loan, to the Promoters / Promoter Group / Directors / KMP or any other entity controlled by them during the half year ended 31st March 2023




Signatory Details

Name of signatoryVIDYA BHAT
Designation of personCompany Secretary and Compliance Officer
PlaceNANJANGUD
Date17-04-2023