AS REQUIRED, A FORMAL MECHANISM FOR EVALUATING PERFORMANCE OF THE BOARD AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS, INCLUDING THE CHAIRMAN OF THE BOARD HAS BEEN SET IN PLACE BY THE BOARD. PURSUANT TO THE PROVISIONS OF REGULATION 17(10) OF SEBI (LODR) REGULATION AND THE PROVISIONS OF THE COMPANIES ACT, 2013, AN ANNUAL BOARD EFFECTIVENESS EVALUATION IS CONDUCTED TO EVALUATE AN ANNUAL PERFORMANCE EVALUATION OF THE BOARD’S OWN PERFORMANCE AND THE DIRECTORS AS WELL AS COMMITTEES OF THE BOARD. THE BOARD’S PERFORMANCE WAS EVALUATED BASED ON INPUTS RECEIVED FROM ALL THE DIRECTORS, BOARD’S COMPOSITION AND STRUCTURE, EFFECTIVENESS OF THE BOARD, PERFORMANCE OF THE COMMITTEES, PROCESSES AND INFORMATION PROVIDED TO THE BOARD, ETC. THE PERFORMANCE EVALUATION IS BASED ON PERFORMANCE OF THE COMPANY, INCLUDING FINANCIAL, VIS. A VIS. THE MARKET CONDITIONS, ITS PEERS, GLOBAL MARKET CONDITIONS, ITS INSTALLED CAPACITIES, ETC. VIZ A VIZ PERFORMANCE OF AN INDIVIDUAL DIRECTOR. THE CHAIRMAN OF THE BOARD HAVE ONE-ON-ONE MEETING WITH THE INDEPENDENT DIRECTORS AND THE CHAIRMAN OF NRC HAVE ONE-ON-ONE MEETING WITH THE EXECUTIVE DIRECTORS. THESE MEETINGS ARE INTENDED TO OBTAIN DIRECTORS’ INPUTS ON EFFECTIVENESS OF THE BOARD / COMMITTEE PROCESSES. PERFORMANCE OF INDIVIDUAL DIRECTORS HAS BEEN EVALUATED CONSIDERING THEIR KNOWLEDGE, VISION AND STRATEGY, ACQUAINTANCE WITH BUSINESS, THEIR ATTENDANCE, LEVEL OF PREPARATION AND EFFECTIVE PARTICIPATIONS IN THE DISCUSSIONS OF MEETINGS, COMMUNICATION INTER SE BETWEEN THE BOARD MEMBERS, CONTRIBUTION AT THE MEETINGS AND OTHERWISE, GUIDING THE MANAGEMENT ON THE CAPEX AND OTHER BUDGETARY PROPOSALS, RISK MANAGEMENT, INDEPENDENT JUDGMENT, SAFEGUARDING OF INTEREST OF ALL THE STAKEHOLDERS, COMPLIANCE WITH CODE OF CONDUCT AND UNDERSTANDING THEIR ROLE AS A DIRECTOR OF THE COMPANY AS A WHOLE, ETC. THE MEETING OF INDEPENDENT DIRECTORS IS CONVENED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 149(8) READ WITH SCHEDULE IV OF THE ACT AND REGULATION 25(3) AND 25(4) OF THE SEBI LISTING REGULATIONS, MAINLY TO REVIEW THE PERFORMANCE OF CHAIRMAN & MANAGING DIRECTOR, JOINT MANAGING DIRECTOR, WHOLE TIME DIRECTOR AND ALSO THE BOARD AS A WHOLE FOR FINANCIAL YEAR 2022-23 AND ASSESSED THE QUALITY, QUANTITY AND TIMELINESS OF THE FLOW OF INFORMATION BETWEEN THE MANAGEMENT AND THE BOARD. ALL INDEPENDENT DIRECTORS WERE PRESENT AT THE SAID MEETING. LIKEWISE, THE PERFORMANCE EVALUATION OF THE INDEPENDENT DIRECTORS, THE CHAIRMAN AND THE NON-INDEPENDENT DIRECTORS IS CARRIED OUT BY THE BOARD. THE CRITERIA FOR PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS ARE THEIR KNOWLEDGE, EXPERTISE IN THEIR FIELDS, CONTRIBUTION IN IMPORTANT DECISION MAKING IN THE BOARD AND COMMITTEE MEETINGS. THE INDEPENDENT DIRECTOR, WHO IS SUBJECT TO EVALUATION, DOES NOT PARTICIPATE IN THE EVALUATION PROCESS CARRIED OUT BY THE BOARD OF DIRECTORS. THE DIRECTORS WERE SATISFIED WITH THE EVALUATION RESULTS, WHICH REFLECTED THE OVERALL ENGAGEMENT OF THE BOARD AND ITS COMMITTEES WITH THE COMPANY. IN THE OPINION OF THE BOARD OF DIRECTORS OF THE COMPANY, ALL THE INDEPENDENT DIRECTORS HAVE ADEQUATE EXPERTISE, EXPERIENCE, PROFICIENCY AND INTEGRITY. |