REGULATION 17 OF LISTING REGULATIONS READ WITH SCHEDULE IV AND OTHER APPLICABLE PROVISIONS OF THE ACT, MANDATES A FORMAL EVALUATION TO BE DONE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS. INDEPENDENT DIRECTORS SHALL ALSO EVALUATE THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS AND THE CHAIRPERSON OF THE BOARD. THE EVALUATION OF ALL THE DIRECTORS INCLUDING INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE ENTIRE BOARD, EXCEPT FOR THE DIRECTOR BEING EVALUATED. PERFORMANCE EVALUATION OF THE BOARD, CHAIRMAN AND THE NON-INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE INDEPENDENT DIRECTORS IN THEIR MEETING HELD ON FEBRUARY 9, 2021. THE DIRECTORS WERE SATISFIED WITH THE OUTCOME OF THE EVALUATIONS OF THE BOARD, ITS COMMITTEES AND THE INDIVIDUAL DIRECTORS AND ON THE BASIS OF THE EVALUATION REPORTS, THE PRESENT TERM OF APPOINTMENT OF INDEPENDENT DIRECTORS SHALL BE CONTINUED. CRITERIA FOR PERFORMANCE EVALUATION OF DIRECTORS THE BOARD OF DIRECTORS HAS APPROVED THE CRITERIA FOR PERFORMANCE EVALUATION OF NON-EXECUTIVE DIRECTORS (INCLUDING INDEPENDENT DIRECTORS) AS RECOMMENDED BY THE NOMINATION AND REMUNERATION COMMITTEE. THE SAID CRITERIA INTER ALIA INCLUDES FOLLOWING: • ATTENDANCE AT THE BOARD MEETINGS. • ACTIVE PARTICIPATION IN THE MEETINGS.• UNDERSTANDING THE CRITICAL ISSUES AFFECTING THE COMPANY. • PROMPT BOARD DISCUSSION ON STRATEGIC ISSUES. • BRINGS RELEVANT EXPERIENCE TO THE BOARD AND USES IT EFFECTIVELY. • UNDERSTANDS AND EVALUATES THE RISK ENVIRONMENT OF THE ORGANIZATION. • CONDUCTS HIMSELF/ HERSELF IN A MANNER THAT IS ETHICAL AND CONSISTENT WITH THE LAWS OF THE LAND. • MAINTAIN CONFIDENTIALITY WHEREVER REQUIRED. • COMMUNICATES IN AN OPEN AND CONSTRUCTIVE MANNER. • SEEKS SATISFACTION AND ACCOMPLISHMENT THROUGH SERVING ON THE BOARD. |
FORMAL ANNUAL EVALUATION IN COMPLIANCE WITH THE ACT AND REGULATION 17 AND OTHER APPLICABLE PROVISIONS OF THE LISTING REGULATIONS, THE PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND OF THE DIRECTORS WAS CARRIED OUT DURING THE YEAR UNDER REVIEW. MANNER OF EFFECTIVE EVALUATION THE COMPANY HAS LAID DOWN EVALUATION CRITERIA SEPARATELY FOR THE BOARD, ITS COMMITTEES, AND THE DIRECTORS IN THE FORM OF QUESTIONNAIRE. EVALUATION OF DIRECTORS THE CRITERIA FOR EVALUATION OF DIRECTORS INCLUDE PARAMETERS SUCH AS ATTENDANCE, ACQUAINTANCE WITH BUSINESS, COMMUNICATION INTER SE BETWEEN BOARD MEMBERS, EFFECTIVE PARTICIPATION, DOMAIN KNOWLEDGE, COMPLIANCE WITH CODE OF CONDUCT, FOCUS ON CORE VALUES, VISION, AND MISSION ETC. EVALUATION OF BOARD AND ITS COMMITTEES THE CRITERIA FOR EVALUATION OF BOARD INCLUDE WHETHER BOARD MEETINGS WERE HELD IN TIME, ALL ITEMS WHICH WERE REQUIRED AS PER LAW TO BE PLACED BEFORE THE BOARD WERE PLACED OR NOT, WHETHER THE SAME HAVE BEEN DISCUSSED AND APPROPRIATE DECISIONS WERE TAKEN, ADHERENCE TO LEGALLY PRESCRIBED COMPOSITION AND PROCEDURES, TIMELY INDUCTION OF ADDITIONAL/ WOMEN DIRECTORS AND REPLACEMENT OF BOARD MEMBERS/COMMITTEE MEMBERS, WHENEVER REQUIRED, AND WHETHER THE BOARD FACILITATES THE INDEPENDENT DIRECTORS TO PERFORM THEIR ROLE EFFECTIVELY. THE CRITERIA FOR EVALUATION OF COMMITTEE INCLUDE TAKING UP ROLES AND FUNCTIONS AS PER ITS TERMS OF REFERENCE, INDEPENDENCE OF THE COMMITTEE, WHETHER THE COMMITTEE HAS SOUGHT NECESSARY CLARIFICATIONS, INFORMATION AND EXPLANATIONS FROM MANAGEMENT, INTERNAL AND EXTERNAL AUDITORS ETC. BASED ON SUCH CRITERIA, THE PERFORMANCE EVALUATION OF THE INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE ENTIRE BOARD, EXCLUDING DIRECTORS BEING EVALUATED. INDEPENDENT DIRECTORS WERE EVALUATED BASED ON PARAMETERS, SUCH AS, QUALIFICATIONS, EXPERIENCE, KNOWLEDGE AND COMPETENCE. THE PERFORMANCE EVALUATION OF CHAIRMAN, EXECUTIVE AND NON-EXECUTIVE DIRECTORS WERE CARRIED OUT BY THE INDEPENDENT DIRECTORS WHO ALSO REVIEWED THE PERFORMANCE OF THE BOARD AS A WHOLE IN THEIR MEETING HELD ON FEBRUARY 7, 2023. THE DIRECTORS EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS. PERFORMANCE EVALUATION OF THE BOARD, ITS VARIOUS COMMITTEES AND DIRECTORS INCLUDING INDEPENDENT DIRECTORS WAS FOUND SATISFACTORY. |