| PURSUANT TO THE PROVISIONS OF SECTION 178 OF THE COMPANIES ACT, 2013 AND THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY SEBI VIDE ITS CIRCULAR DATED JANUARY 5, 2017, THE COMPANY HAS FRAMED A POLICY FOR EVALUATING THE ANNUAL PERFORMANCE OF ITS DIRECTORS, CHAIRMAN, THE BOARD AS A WHOLE, AND THE VARIOUS BOARD COMMITTEES, AND DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178. THE NOMINATION AND REMUNERATION COMMITTEE OF THE COMPANY HAS LAID DOWN PARAMETERS FOR PERFORMANCE EVALUATION IN THE POLICY, THEY INCLUDE: • ATTENDANCE • PREPAREDNESS FOR THE MEETING • STAYING UPDATED ON DEVELOPMENTS • ACTIVE PARTICIPATION IN MEETINGS • CONSTRUCTIVE CONTRIBUTIONS/POSITIVE ATTRIBUTES • ENGAGING WITH AND CHALLENGING MANAGEMENT TEAM WITHOUT BEING CONFRONTATIONAL OR OBSTRUCTIVE • PROTECTION OF STAKEHOLDER INTERESTS • CONTRIBUTION TO STRATEGIC PLANNING • CARRYING OUT RESPONSIBILITIES AS PER THE CODE OF CONDUCT THE BOARD ALSO EVALUATED THE PERFORMANCE OF EACH OF THE DIRECTORS, THE CHAIRMAN, THE BOARD AS WHOLE AND ALL COMMITTEES OF THE BOARD. THE PROCESS OF EVALUATION IS CARRIED OUT IN ACCORDANCE WITH THE BOARD EVALUATION POLICY OF THE COMPANY AND AS PER CRITERIA SUGGESTED BY SEBI. |
| PURSUANT TO APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 THE BOARD, IN CONSULTATION WITH ITS NOMINATION & REMUNERATION COMMITTEE, HAS FORMULATED A FRAMEWORK CONTAINING, INTER-ALIA, THE PROCESS, FORMAT, ATTRIBUTES AND CRITERIA FOR PERFORMANCE EVALUATION OF THE ENTIRE BOARD OF THE COMPANY, ITS COMMITTEES AND INDIVIDUAL DIRECTORS, INCLUDING INDEPENDENT DIRECTORS. THE FRAMEWORK IS MONITORED, REVIEWED AND UPDATED BY THE BOARD, IN CONSULTATION WITH THE NOMINATION AND REMUNERATION COMMITTEE, BASED ON NEED AND NEW COMPLIANCE REQUIREMENTS. EVALUATION OF THE BOARD AND ITS COMMITTEES IS BASED ON VARIOUS ASPECTS OF THEIR FUNCTIONING, SUCH AS,ADEQUACY OF THE CONSTITUTION AND COMPOSITION OF THE BOARD AND ITS COMMITTEES, MATTERS ADDRESSED IN THE MEETINGS, PROCESSES FOLLOWED AT THE MEETING, BOARD`S FOCUS, REGULATORY COMPLIANCES AND CORPORATE GOVERNANCE, ETC., ARE IN PLACE. SIMILARLY, FOR EVALUATION OF INDIVIDUAL DIRECTOR’S PERFORMANCE, VARIOUS PARAMETERS LIKE DIRECTOR`S PROFILE, CONTRIBUTION IN BOARD AND COMMITTEE MEETINGS, EXECUTION AND PERFORMANCE OF SPECIFIC DUTIES, OBLIGATIONS, REGULATORY COMPLIANCES AND GOVERNANCE, ETC., ARE CONSIDERED. ACCORDINGLY, THE ANNUAL PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND EACH DIRECTOR WAS CARRIED OUT FOR THE FINANCIAL YEAR 2021-2022 BY NOMINATION AND REMUNERATION COMMITTEE IN CONSULTATION WITH THE BOARD. THE PERFORMANCE EVALUATION OF ALL THE INDEPENDENT DIRECTORS HAVE BEEN DONE BY THE ENTIRE BOARD,EXCLUDING THE DIRECTOR BEING EVALUATED. ON THE BASIS OF PERFORMANCE EVALUATION DONE BY THE BOARD, IT DETERMINE WHETHER TO EXTEND OR CONTINUE THEIR TERM OF APPOINTMENT, WHENEVER THEIR RESPECTIVE TERM EXPIRES. THE DIRECTORS EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS. |
| PURSUANT TO THE APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, THE BOARD HAS CARRIED OUT AN ANNUAL PERFORMANCE EVALUATION OF ITS OWN PERFORMANCE AS A WHOLE, ITS COMMITTEES AND INDIVIDUALLY FOR MANAGING DIRECTOR, EXECUTIVE DIRECTOR AND INDEPENDENT DIRECTORS . THE PERFORMANCE WAS BEING EVALUATED ON THE BASIS OF THEIR ATTENDANCE IN THE MEETINGS, COMPLIANCE OF CODE OF CONDUCT OF THE COMPANY AND APPLICABLE PROVISIONS OF THE COMPANIES ACT 2013, THEIR PARTICIPATION LEVEL IN THE MEETINGS ETC. THE PERFORMANCE WAS EVALUATED BY EACH DIRECTOR FOR THEMSELVES AND FOR CONDUCT AND PERFORMANCE OF BOARD FROM THEIR POINT OF VIEW. INDEPENDENT DIRECTORS EVALUATED THE PERFORMANCE OF CHAIRMAN AND OTHER NON-INDEPENDENT DIRECTORS AND BOARD AS A WHOLE IN THEIR SEPARATE MEETING. THE PERFORMANCE OF INDEPENDENT DIRECTOR WAS EVALUATED BY THE BOARD. |
| PURSUANT TO THE APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013AND THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, THE BOARD HAS CARRIED OUT AN ANNUAL PERFORMANCE EVALUATION OF ITS OWN PERFORMANCE AS A WHOLE, ITS COMMITTEES AND INDIVIDUALLY FOR CHAIRMAN& MANAGING DIRECTORS, EXECUTIVE DIRECTORS, INDEPENDENT DIRECTORS AND OTHER NON-INDEPENDENT DIRECTORS. THE PERFORMANCE WAS BEING EVALUATED ON THE BASIS OF THEIR ATTENDANCE IN THE MEETINGS, COMPLIANCE OF CODE OF CONDUCT OF THE COMPANY AND APPLICABLE PROVISIONS OF THE COMPANIES ACT 2013, THEIR PARTICIPATION LEVEL IN THE MEETINGS ETC. THE PERFORMANCE WAS EVALUATED BY EACH DIRECTOR FOR THEMSELVES AND FOR CONDUCT AND PERFORMANCE OF BOARD FROM THEIR POINT OF VIEW. INDEPENDENT DIRECTORS EVALUATED THE PERFORMANCE OF CHAIRMAN AND OTHER NON- INDEPENDENT DIRECTORS AND BOARD AS A WHOLE IN THEIR SEPARATE MEETING. THE PERFORMANCE OF INDEPENDENT DIRECTOR WAS EVALUATED BY THE BOARD. |
| PURSUANT TO THE PROVISIONS OF SECTION 178 OF THE COMPANIES ACT, 2013, LODR REGULATIONS AND GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY SEBI VIDE ITS CIRCULAR DATED JANUARY 5, 2017. THE NOMINATION AND REMUNERATION COMMITTEE OF THE COMPANY HAS LAID DOWN PARAMETERS FOR PERFORMANCE EVALUATION IN THE POLICY, THEY INCLUDE: • ATTENDANCE • PREPAREDNESS FOR THE MEETING • STAYING UPDATED ON DEVELOPMENTS • ACTIVE PARTICIPATION IN MEETINGS • CONSTRUCTIVE CONTRIBUTIONS/POSITIVE ATTRIBUTES • ENGAGING WITH AND CHALLENGING MANAGEMENT TEAM WITHOUT BEING CONFRONTATIONAL OR OBSTRUCTIVE • PROTECTION OF STAKEHOLDER INTERESTS CONTRIBUTION TO STRATEGIC PLANNING CARRYING OUT RESPONSIBILITIES AS PER THE CODE OF CONDUCT THE ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD OF DIRECTORS, ITS COMMITTEES, CHAIRMAN AND INDIVIDUAL DIRECTORS FOR THE REPORTING YEAR WAS CONDUCTED IN ACCORDANCE WITH THE PROVISIONS OF THE ACT AND THE LISTING REGULATIONS, 2015. |