IN COMPLIANCE WITH PROVISIONS OF SECTION 134(3)(P) OF THE ACT AND RULE 8(4) OF THE COMPANIES (ACCOUNTS) RULES, 2014, THE BOARD CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, THAT OF EACH DIRECTOR INCLUDING CHAIRMAN AS ALSO COMMITTEES OF THE BOARD. IN LINE WITH SEBI GUIDANCE NOTE, BOARD EVALUATION WAS CARRIED OUT IN A STRUCTURED MANNER ON QUALITATIVE PARAMETERS BASED ON FEEDBACKS ON QUESTIONNAIRE. IN TERMS OF REGULATION 17(10) OF THE LISTING REGULATIONS, PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE BOARD WITHOUT THE PARTICIPATION OF THE DIRECTOR BEING EVALUATED. THE INDEPENDENT DIRECTORS CARRIED OUT PERFORMANCE EVALUATION OF NON-INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE AND CHAIRMAN OF THE COMPANY. IN EVALUATING PERFORMANCE OF THE BOARD, CRITERIA SUCH AS INVOLVEMENT IN LONG-TERM STRATEGIC PLANNING, PARTICIPATION IN BOARD AND COMMITTEE MEETINGS, BOARD COMPOSITION AND STRUCTURE, EFFECTIVENESS OF BOARD PROCESSES, MONITORING CORPORATE GOVERNANCE PRACTICES, BOARD COMMUNICATION AND RELATIONSHIP ETC. WERE TAKEN INTO CONSIDERATION. PERFORMANCE EVALUATION OF COMMITTEES WAS REVIEWED BY THE BOARD AFTER TAKING INTO ACCOUNT CRITERIA VIZ. COMPOSITION OF COMMITTEES, ATTENDANCE AND PARTICIPATION, EFFECTIVENESS OF COMMITTEE MEETINGS, FULFILLMENT OF FUNCTIONS ASSIGNED TO THE COMMITTEES, FREQUENCY AND ADEQUACY OF TIME ALLOCATED FOR DISCUSSIONS AT MEETINGS, ETC. WHILE EVALUATING THE PERFORMANCE OF INDIVIDUAL DIRECTORS, CRITERIA SUCH AS LEADERSHIP QUALITIES, QUALIFICATIONS, RESPONSIBILITIES SHOULDERED, CONTRIBUTIONS AT MEETINGS, ANALYTICAL SKILLS, KNOWLEDGE, ATTENDANCE, PREPAREDNESS ON THE ISSUES DISCUSSED AND ALSO PARAMETERS SUCH AS, INITIATIVE, INDEPENDENT JUDGEMENT, UNDERSTANDING THE BUSINESS ENVIRONMENT/STRATEGIC ISSUES WERE CONSIDERED. THE BOARD AGREED TO FURTHER IMPROVE THE EFFECTIVENESS AND FUNCTIONING OF THE BOARD AND COMMITTEES. |