| YOUR COMPANY IS FOLLOWING THE MOST EFFECTIVE WAY TO ENSURE THAT BOARD MEMBERS UNDERSTAND THEIR DUTIES AND ADOPT GOOD GOVERNANCE PRACTICES. IN FURTHERANCE TO THIS, THE DIRECTORS OF YOUR COMPANY COMMIT TO ACT IN GOOD FAITH TO PROMOTE THE OBJECTS OF THE COMPANY FOR THE BENEFIT OF ITS EMPLOYEES, THE STAKEHOLDERS INCLUDING SHAREHOLDERS, THE COMMUNITY AND FOR THE PROTECTION OF THE ENVIRONMENT. YOUR COMPANY HAS DESIGNED A MECHANISM AS PER THE PROVISIONS OF THE ACT, LISTING REGULATIONS FOR THE EVALUATIONS OF PERFORMANCE OF BOARD, COMMITTEES OF BOARD & INDIVIDUAL DIRECTORS. THE ABOVE MECHANISM IS BASED ON THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA. THE EVALUATION WAS UNDERTAKEN BY WAY OF INTERNAL ASSESSMENTS, BASED ON A COMBINATION OF DETAILED QUESTIONNAIRES AND VERBAL DISCUSSIONS. BOARD EVALUATION WAS CARRIED OUT ON VARIOUS ASPECTS REVEALING THE EFFICIENCY OF THE BOARD’S FUNCTIONING SUCH AS DEVELOPMENT OF SUITABLE STRATEGIES AND BUSINESS PLANS, SIZE, STRUCTURE AND EXPERTISE OF THE BOARD AND THEIR EFFORTS TO LEARN ABOUT THE COMPANY AND ITS BUSINESS, OBLIGATIONS AND GOVERNANCE. THE PERFORMANCE OF COMMITTEES WAS EVALUATED BY THE BOARD ON PARAMETERS SUCH AS WHETHER THE COMMITTEES OF THE BOARD ARE APPROPRIATELY CONSTITUTED, COMMITTEES HAS AN APPROPRIATE NUMBER OF MEETINGS EACH YEAR TO ACCOMPLISH ALL OF ITS RESPONSIBILITIES, COMMITTEES MAINTAIN THE CONFIDENTIALITY OF ITS DISCUSSIONS AND DECISIONS. PERFORMANCE EVALUATION OF EVERY DIRECTOR WAS CARRIED OUT BY BOARD AND NOMINATION & REMUNERATION COMMITTEE ON PARAMETERS SUCH AS APPROPRIATENESS OF QUALIFICATION, KNOWLEDGE, SKILLS AND EXPERIENCE, TIME DEVOTED TO BOARD DELIBERATIONS AND PARTICIPATION IN BOARD FUNCTIONING, EXTENT OF DIVERSITY IN THE KNOWLEDGE AND RELATED INDUSTRY EXPERTISE, ATTENDANCE AND PARTICIPATIONS IN THE MEETINGS AND WORKINGS THEREOF AND INITIATIVE TO MAINTAIN HIGH LEVEL OF INTEGRITY & ETHICS. INDEPENDENT DIRECTOR’S PERFORMANCE EVALUATION WAS CARRIED OUT ON PARAMETERS SUCH AS DIRECTOR UPHOLDS ETHICAL STANDARDS OF INTEGRITY, THE ABILITY OF THE DIRECTOR TO EXERCISE OBJECTIVE AND INDEPENDENT JUDGMENT IN THE BEST INTEREST OF COMPANY, THE LEVEL OF CONFIDENTIALITY MAINTAINED. THE DIRECTORS EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS. IN THEIR SEPARATE MEETINGS, THE INDEPENDENT DIRECTORS HAD CARRIED OUT PERFORMANCE EVALUATION OF NON- INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE. THE INDEPENDENT DIRECTORS ALSO CARRIED OUT THE PERFORMANCE EVALUATION OF THE CHAIRPERSON, TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE AND NON-EXECUTIVE DIRECTORS. THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE COMPANY MANAGEMENT AND THE BOARD WHICH IS NECESSARY FOR THE BOARD TO EFFECTIVELY AND REASONABLY PERFORM THEIR DUTIES WERE ALSO EVALUATED IN THE SAID MEETING. THE BOARD FOUND THE EVALUATION SATISFACTORY AND NO OBSERVATIONS WERE RAISED DURING THE SAID EVALUATION IN CURRENT YEAR AS WELL AS IN PREVIOUS YEAR. |