PURSUANT TO THE PROVISIONS OF THE 134(3) OF THE ACT, REGULATION 17(10) OF LISTING REGULATIONS AND THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY THE SEBI DATED JANUARY 05, 2017, THE BOARD HAS CARRIED OUT THE ANNUAL PERFORMANCE EVALUATION OF INDIVIDUAL DIRECTORS, ITS COMMITTEES AND BOARD AS WHOLE. THE EVALUATION CRITERIA, INTER-ALIA, COVERED VARIOUS ASPECTS OF THE BOARD FUNCTIONING INCLUDING ITS COMPOSITION, ATTENDANCE OF DIRECTORS, PARTICIPATION LEVELS, BRINGING SPECIALIZED KNOWLEDGE FOR DECISION MAKING, SMOOTH FUNCTIONING OF THE BOARD AND EFFECTIVE DECISION MAKING. THE PERFORMANCE OF INDIVIDUAL DIRECTOR WAS EVALUATED ON PARAMETERS SUCH AS LEVEL OF ENGAGEMENT AND CONTRIBUTION, INDEPENDENCE OF JUDGMENT AND SAFEGUARDING THE INTEREST OF THE COMPANY ETC. THE DIRECTORS EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS.FURTHER, THE COMMITTEES WERE EVALUATED IN TERMS OF RECEIPT OF APPROPRIATE MATERIAL FOR AGENDA TOPICS IN ADVANCE WITH RIGHT INFORMATION AND INSIGHTS TO ENABLE THEM TO PERFORM THEIR DUTIES EFFECTIVELY, REVIEW OF COMMITTEE CHARTER, UPDATION TO THE BOARD ON KEY DEVELOPMENTS, MAJOR RECOMMENDATIONS & ACTION PLANS, STAKEHOLDER ENGAGEMENT, DEVOTING SUFFICIENT TIME & ATTENTION ON ITS KEY FOCUS AREAS WITH OPEN, IMPARTIAL & MEANINGFUL PARTICIPATION AND ADEQUATE DELIBERATIONS BEFORE APPROVING IMPORTANT TRANSACTIONS & DECISIONS. AS PART OF THE EVALUATION PROCESS, THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS, THE CHAIRMAN AND THE BOARD WAS CONDUCTED BY THE INDEPENDENT DIRECTORS. THE PERFORMANCE EVALUATION OF THE RESPECTIVE COMMITTEES AND THAT OF INDEPENDENT AND NON-INDEPENDENT DIRECTORS WAS DONE BY THE BOARD EXCLUDING THE DIRECTOR BEING EVALUATED. THE ACTIONS EMERGING FROM THE BOARD EVALUATION PROCESS WERE COLLATED AND PRESENTED BEFORE THE NOMINATION AND REMUNERATION COMMITTEE AS WELL AS THE BOARD. |