| PRIOR TO THE SUPERSESSION OF THE BOARD OF DIRECTORS OF YOUR COMPANY BY THE RBI ON NOVEMBER 20, 2019, YOUR COMPANY FOLLOWED THE PRACTICE OF EVALUATION THE BOARD OF DIRECTORS AS FOLLOWS - THE EXECUTIVE DIRECTOR/WHOLE TIME DIRECTOR USED TO BE EVALUATED ON THE BASIS OF HIS PRESENT PERFORMANCE (FINANCIAL/NON-FINANCIAL) AND HIS ACHIEVEMENTS AGAINST VARIOUS KEY PERFORMANCE PARAMETERS AS DEFINED BY THE BOARD OF DIRECTORS OF YOUR COMPANY. AS A MATTER OF PRACTICE, THE PERFORMANCE EVALUATION OF THE EXECUTIVE DIRECTOR/ WHOLE TIME DIRECTORS WAS CARRIED OUT BY THE NOMINATION AND REMUNERATION COMMITTEE, THE INDEPENDENT DIRECTORS IN A SEPARATE MEETING, AND BY THE BOARD OF YOUR COMPANY WITHOUT THE PRESENCE OF THE EXECUTIVE DIRECTORS/ WHOLE TIME DIRECTORS BEING EVALUATED. THE RE-APPOINTMENT OF THE EXECUTIVE DIRECTOR/ WHOLE TIME DIRECTOR USED TO BE BASED ON THE REPORT OF HIS PERFORMANCE EVALUATION. THE PERFORMANCE EVALUATION OF THE NON-EXECUTIVE DIRECTORS AND THE INDEPENDENT DIRECTORS USED TO BE CARRIED OUT BY THE NOMINATION AND REMUNERATION COMMITTEE AND THE BOARD OF DIRECTORS EXCLUDING THE DIRECTOR BEING EVALUATED. THE PERFORMANCE EVALUATION OF THE NON-EXECUTIVE DIRECTOR AS A MATTER OF PRACTICE USED TO BE CARRIED OUT BY THE INDEPENDENT DIRECTORS IN A SEPARATE MEETING. RE-APPOINTMENT OF A DIRECTOR USED TO BE BASED ON THE REPORT OF PERFORMANCE EVALUATION. THE CRITERIA FOR EVALUATION OF PERFORMANCE OF THE INDIVIDUAL DIRECTORS INCLUDED VARIOUS PARAMETERS VIZ. ATTENDANCE & PARTICIPATION DURING THE MEETINGS, THEIR ACTIVE CONTRIBUTION & INDEPENDENT JUDGMENT, COHESIVENESS, DISCUSSIONS/DELIBERATIONS ON IMPORTANT MATTERS, UNDERSTANDING OF YOUR COMPANY ETC. THE CRITERIA FOR EVALUATION OF THE BOARD AND ITS COMMITTEES WERE BASED ON VARIOUS FACTORS, INTER-ALIA, COVERING VARIOUS ASSESSMENT PARAMETERS LIKE STRUCTURE AND COMPOSITION, FREQUENCY & DURATION OF MEETINGS, ITS PROCESSES AND PROCEDURES, EFFECTIVENESS OF THE BOARD/ COMMITTEES, ITS FINANCIAL REPORTING PROCESS INCLUDING INTERNAL CONTROLS, REVIEW OF COMPLIANCES UNDER VARIOUS REGULATIONS, ADEQUATE DISCHARGE OF RESPONSIBILITIES ENTRUSTED UNDER VARIOUS REGULATIONS AND/ OR TERMS OF REFERENCE OF THE COMMITTEES ETC. HOWEVER, EVALUATION OF THE PERFORMANCE OF INDIVIDUAL DIRECTORS, BOARD AND ITS COMMITTEES COULD NOT BE HELD DURING OR FOR THE FINANCIAL YEAR 2019-20 AS THE BOARD WAS SUPERSEDED BY THE RBI ON NOVEMBER 20, 2019 AS STATED HEREIN. |
| EVALUATION OF PERFORMANCE OF ALL DIRECTORS IS UNDERTAKEN ANNUALLY. THE COMPANY HAS IMPLEMENTED A SYSTEM OF EVALUATING PERFORMANCE OF THE BOARD OF DIRECTORS AND OF ITS COMMITTEES AND THE NON-EXECUTIVE DIRECTORS ON THE BASIS OF A STRUCTURED QUESTIONNAIRE WHICH COMPRISES EVALUATION CRITERIA TAKING INTO CONSIDERATION VARIOUS PERFORMANCE RELATED ASPECTS. THE PERFORMANCE OF THE EXECUTIVE DIRECTOR IS EVALUATED ON THE BASIS OF ACHIEVEMENT OF THEIR KEY RESULT AREA. THE BOARD OF DIRECTORS HAS EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS. |
| PRIOR TO SUPERSESSION OF THE BOARD OF DIRECTORS OF YOUR COMPANY BY THE RBI ON NOVEMBER 20, 2019, YOUR COMPANY HAD COMBINATION OF EXECUTIVE AND NON-EXECUTIVE DIRECTORS AS WELL AS INDEPENDENT DIRECTORS INCLUDING A WOMAN INDEPENDENT DIRECTOR ON ITS BOARD OF DIRECTORS. THE NOMINATION (INCLUDING BOARDS’ DIVERSITY), REMUNERATION & EVALUATION POLICY (NRE POLICY) OF YOUR COMPANY, HAS BEEN FORMULATED AS PER THE PROVISIONS OF SECTION 178 OF COMPANIES ACT, 2013 AND SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015.THE BOARD OF DIRECTORS OF YOUR COMPANY WAS SUPERSEDED BY RBI ON NOVEMBER 20, 2019 AS NOTED ABOVE. THEREFORE, NEITHER THE REQUIREMENT OF SEPARATE MEETING OF THE INDEPENDENT DIRECTORS WAS RELEVANT DURING THE FINANCIAL YEAR UNDER REVIEW NOR THE EVALUATION OF PERFORMANCE OF DIRECTORS, BOARD OR THE COMMITTEES THEREOF. SINCE, YOUR COMPANY I S UNDERGOING CORPORATE INSOLVENCY RESOLUTION PROCESS UNDER THE IBC CODE DURING THE YEAR UNDER REVIEW, THE ROLE OF THE BOARD AND COMMITTEES WAS BEING PERFORMED BY THE ADMINISTRATOR SUPPORTED BY THE ADVISORY COMMITTEE. |
| THE EVALUATION OF THE BOARD AND ITS COMMITTEES WERE BASED ON THE CRITERIA, INTER-ALIA, COVERING VARIOUS ASSESSMENT PARAMETERS LIKE STRUCTURE AND COMPOSITION, FREQUENCY & DURATION OF MEETINGS, ITS PROCESSES AND PROCEDURES, EFFECTIVENESS OF THE BOARD/ COMMITTEES, ITS FINANCIAL REPORTING PROCESS INCLUDING INTERNAL CONTROLS, REVIEW OF COMPLIANCES UNDER VARIOUS REGULATIONS, ADEQUATE DISCHARGE OF RESPONSIBILITIES ENTRUSTED UNDER VARIOUS REGULATIONS AND/ OR TERMS OF REFERENCE OF THE COMMITTEES ETC. THE NOMINATION AND REMUNERATION COMMITTEE OF THE BOARD OF DIRECTORS HAS LAID DOWN THE PERFORMANCE EVALUATION AND ASSESSMENT CRITERIA/PARAMETERS FOR THE BOARD (INCLUDING BOARD COMMITTEES) AND INDIVIDUAL DIRECTORS. DURING THE FINANCIAL YEAR UNDER REVIEW, THE NOMINATION AND REMUNERATION COMMITTEE OF THE BOARD OF DIRECTORS IN LIGHT OF THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY SECURITIES AND EXCHANGE BOARD OF INDIA REVIEWED AND REVISED THE PERFORMANCE ASSESSMENT/ EVALUATION CRITERIA. THE INDEPENDENT DIRECTORS IN TERMS OF SCHEDULE IV OF THE COMPANIES ACT 2013 AT ITS SEPARATE MEETING EVALUATED THE PERFORMANCE OF THE CHAIRMAN & MANAGING DIRECTOR, NON-EXECUTIVE DIRECTOR AND THE BOARD AS A WHOLE. THE NOMINATION AND REMUNERATION COMMITTEE CARRIED OUT THE EVALUATION OF EVERY DIRECTOR’S PERFORMANCE AND THE BOARD ADDITIONALLY CARRIED OUT A FORMAL EVALUATION OF ITS OWN PERFORMANCE, BOARD COMMITTEES NAMELY AUDIT COMMITTEE, NOMINATION AND REMUNERATION COMMITTEE, RISK MANAGEMENT COMMITTEE, STAKEHOLDERS RELATIONSHIP COMMITTEE, CORPORATE SOCIAL RESPONSIBILITY COMMITTEE AND FINANCE COMMITTEE AND ALL THE INDIVIDUAL DIRECTORS WITHOUT THE PRESENCE OF THE DIRECTOR BEING EVALUATED. THE DETAILED PROCESS AND MANNER OF PERFORMANCE EVALUATION CARRIED OUT BASIS THE CRITERIA/ PARAMETERS LAID DOWN FOR THE PURPOSE HAS BEEN EXPLAINED IN THE REPORT ON CORPORATE GOVERNANCE, FORMING PART OF THIS ANNUAL REPORT. |
| S PER THE PROVISIONS OF THE COMPANIES ACT, 2013 AND SEBI LISTING REGULATIONS, THE NOMINATION AND REMUNERATION COMMITTEE CARRIED OUT THE EVALUATION OF THE PERFORMANCE OF EACH DIRECTOR OF THE COMPANY AT ITS MEETING HELD ON APRIL 30, 2018 BASED ON THE CRITERIA FOR EVALUATION/ASSESSMENT OF THE DIRECTORS (INCLUDING THE INDEPENDENT DIRECTORS) OF THE COMPANY AND THE BOARD AS A WHOLE (INCLUDING THE BOARD COMMITTEES) AS LAID DOWN BY THE NOMINATION AND REMUNERATION COMMITTEE. AS A PART OF THE PERFORMANCE EVALUATION PROCESS, SELF–ASSESSMENT WAS ALSO CARRIED OUT BY ALL THE DIRECTORS (INCLUDING THE INDEPENDENT DIRECTORS). PURSUANT TO THE REPORT/FEEDBACK ON THE EVALUATION AS CARRIED OUT BY THE NOMINATION AND REMUNERATION COMMITTEE AND THE INDEPENDENT DIRECTORS IN A SEPARATE MEETING, THE BOARD CONDUCTED ITS FORMAL ANNUAL EVALUATION OF ITS OWN PERFORMANCE, ITS COMMITTEES AND THE INDIVIDUAL DIRECTORS (WITHOUT THE PRESENCE OF THE DIRECTOR BEING EVALUATED) AT ITS MEETING HELD ON APRIL 30, 2018. BASIS THE SAID EVALUATION, THE NOMINATION AND REMUNERATION COMMITTEE MADE RECOMMENDATIONS FOR THE RE-APPOINTMENT OF MR. DHEERAJ WADHAWAN. CRITERIA FOR EVALUATION OF BOARD AND ITS COMMITTEES T HE EVALUATION OF THE BOARD AND ITS COMMITTEES WERE BASED ON THE CRITERIA, INTER-ALIA, COVERING VARIOUS ASSESSMENT PARAMETERS LIKE STRUCTURE AND COMPOSITION, FREQUENCY & DURATION OF MEETINGS, ITS PROCESSES AND PROCEDURES, EFFECTIVENESS OF THE BOARD/ COMMITTEES, ITS FINANCIAL REPORTING PROCESS INCLUDING INTERNAL CONTROLS, REVIEW OF COMPLIANCES UNDER VARIOUS REGULATIONS, ADEQUATE DISCHARGE OF RESPONSIBILITIES ENTRUSTED UNDER VARIOUS REGULATIONS AND/OR TERMS OF REFERENCE OF THE COMMITTEES ETC. CRITERIA FOR EVALUATION OF INDIVIDUAL DIRECTORS T HE CRITERIA FOR EVALUATION OF PERFORMANCE OF THE INDIVIDUAL DIRECTORS INCLUDED VARIOUS PARAMETERS VIZ. ATTENDANCE & PARTICIPATION DURING THE MEETINGS, THEIR ACTIVE CONTRIBUTION & INDEPENDENT JUDGMENT, COHESIVENESS, DISCUSSIONS/DELIBERATIONS ON IMPORTANT MATTERS, UNDERSTANDING OF THE COMPANY, ETC. THE CHAIRMAN & MANAGING DIRECTOR AND JOINT MANAGING DIRECTOR & CHIEF EXECUTIVE OFFICER, IN ADDITION TO THE ABOVE, WERE ALSO EVALUATED ON THEIR ACHIEVEMENTS AGAINST VARIOUS KEY PERFORMANCE PARAMETERS (FINANCIAL/NON-FINANCIAL) FOR THE FINANCIAL YEAR 2017-18. |
| AS PER THE PROVISIONS OF THE COMPANIES ACT, 2013 AND SEBI LISTING REGULATIONS, THE NOMINATION AND REMUNERATION COMMITTEE CARRIED OUT THE EVALUATION OF THE PERFORMANCE OF EACH DIRECTOR OF THE COMPANY AT ITS MEETING HELD ON JULY 13, 2019 BASED ON THE CRITERIA FOR EVALUATION/ ASSESSMENT OF THE DIRECTORS (INCLUDING THE INDEPENDENT DIRECTORS) OF THE COMPANY AND THE BOARD AS A WHOLE (INCLUDING THE BOARD COMMITTEES) AS LAID DOWN BY THE NOMINATION AND REMUNERATION COMMITTEE. AS A PART OF THE PERFORMANCE EVALUATION PROCESS, SELF –ASSESSMENT WAS ALSO CARRIED OUT BY ALL THE DIRECTORS (INCLUDING THE INDEPENDENT DIRECTORS). PURSUANT TO THE REPORT/FEEDBACK ON THE EVALUATION AS CARRIED OUT BY THE NOMINATION AND REMUNERATION COMMITTEE AND THE INDEPENDENT DIRECTORS IN A SEPARATE MEETING, THE BOARD CONDUCTED ITS FORMAL ANNUAL EVALUATION OF ITS OWN PERFORMANCE, ITS COMMITTEES AND THE INDIVIDUAL DIRECTORS (WITHOUT THE PRESENCE OF THE DIRECTOR BEING EVALUATED) AT ITS MEETING HELD ON JULY 13, 2019. BASIS THE SAID EVALUATION. THE EVALUATION OF THE BOARD AND ITS COMMITTEES WERE BASED ON THE CRITERIA, INTER-ALIA, COVERING VARIOUS ASSESSMENT PARAMETERS LIKE STRUCTURE AND COMPOSITION, FREQUENCY & DURATION OF MEETINGS, ITS PROCESSES AND PROCEDURES, EFFECTIVENESS OF THE BOARD/ COMMITTEES, ITS FINANCIAL REPORTING PROCESS INCLUDING INTERNAL CONTROLS, REVIEW OF COMPLIANCES UNDER VARIOUS REGULATIONS, ADEQUATE DISCHARGE OF RESPONSIBILITIES ENTRUSTED UNDER VARIOUS REGULATIONS AND/ OR TERMS OF REFERENCE OF THE COMMITTEES ETC. THE CRITERIA FOR EVALUATION OF PERFORMANCE OF THE INDIVIDUAL DIRECTORS INCLUDED VARIOUS PARAMETERS VIZ. ATTENDANCE & PARTICIPATION DURING THE MEETINGS, THEIR ACTIVE CONTRIBUTION & INDEPENDENT JUDGMENT, COHESIVENESS, DISCUSSIONS/DELIBERATIONS ON IMPORTANT MATTERS, UNDERSTANDING OF THE COMPANY, ETC. THE CHAIRMAN & MANAGING DIRECTOR, IN ADDITION TO THE ABOVE, WAS ALSO EVALUATED ON HIS ACHIEVEMENTS AGAINST VARIOUS KEY PERFORMANCE PARAMETERS (FINANCIAL / NON-FINANCIAL) FOR THE FINANCIAL YEAR 2018-19. |