| AN ANNUAL PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS, ITS COMMITTEES AND INDIVIDUAL DIRECTORS WAS CARRIED OUT BY THE BOARD IN TERMS OF THE PROVISIONS OF SECTION 134(3)(P) OF THE ACT READ WITH RULE 8(4) OF THE COMPANIES (ACCOUNTS) RULES, 2014 (“ACCOUNT RULES”). IN COMPLIANCE WITH REGULATION 17(10) OF THE SEBI LODR REGULATIONS, THE BOARD CARRIED OUT PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WITHOUT THE PARTICIPATION OF DIRECTOR BEING EVALUATED. THE BOARD EVALUATED ITS PERFORMANCE AFTER SEEKING INPUTS FROM ALL THE DIRECTORS ON THE BASIS OF CRITERIA SUCH AS THE BOARD COMPOSITION AND STRUCTURE, EFFECTIVENESS OF BOARD PROCESSES, INFORMATION AND FUNCTIONING, ETC. THE PERFORMANCE OF THE COMMITTEES WAS EVALUATED BY THE BOARD AFTER SEEKING INPUTS FROM THE COMMITTEE MEMBERS ON THE BASIS OF CRITERIA SUCH AS THE COMPOSITION OF COMMITTEES, EFFECTIVENESS OF COMMITTEE MEETINGS, ETC. THE ABOVE CRITERIA ARE BROADLY BASED ON THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY THE SEBI. THE BOARD AND THE NRC REVIEWED THE PERFORMANCE OF INDIVIDUAL DIRECTORS ON THE BASIS OF CRITERIA SUCH AS THE CONTRIBUTION OF THE INDIVIDUAL DIRECTOR TO THE BOARD AND COMMITTEE MEETINGS LIKE PREPAREDNESS ON THE ISSUES TO BE DISCUSSED, MEANINGFUL AND CONSTRUCTIVE CONTRIBUTION AND INPUTS IN MEETINGS, ETC. IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS, PERFORMANCE OF NON-INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE AND THE CHAIRMAN WAS EVALUATED TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE AND NON-EXECUTIVE DIRECTORS. THE EXERCISE WAS CARRIED OUT THROUGH A STRUCTURED EVALUATION PROCESS COVERING VARIOUS ASPECTS SUCH AS BOARD COMPOSITION & QUALITY, STRATEGIC & RISK MANAGEMENT, BOARD FUNCTIONING, ETC. WHICH ARE BRIEFLY STATED IN THE CORPORATE GOVERNANCE REPORT, FORMING PART OF THE ANNUAL REPORT. THE BOARD ALSO ASSESSED THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE COMPANY MANAGEMENT AND THE BOARD THAT IS NECESSARY FOR THE BOARD TO EFFECTIVELY AND REASONABLY PERFORM THEIR DUTIES. THE ABOVE EVALUATIONS WERE THEN DISCUSSED IN THE BOARD MEETING AND PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS DONE BY THE ENTIRE BOARD, EXCLUDING THE INDEPENDENT DIRECTOR BEING EVALUATED. PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS CONDUCTED BASED ON CRITERIA SUCH AS ETHICS AND VALUES, KNOWLEDGE AND PROFICIENCY, BEHAVIOURAL TRAITS, ETC. THE BOARD OF DIRECTORS HAS EXPRESSED ITS SATISFACTION WITH THE EVALUATION PROCESS. |