| THE NOMINATION AND REMUNERATION COMMITTEE OF THE COMPANY HAD APPROVED A NOMINATION AND REMUNERATION POLICY CONTAINING THE CRITERIA FOR PERFORMANCE EVALUATION, WHICH WAS APPROVED AND ADOPTED BY THE BOARD OF DIRECTORS. PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013 AND REGULATION 17(10) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, THE BOARD HAS CARRIED OUT AN ANNUAL PERFORMANCE EVALUATION OF ITS OWN PERFORMANCE, THE PERFORMANCE OF ITS COMMITTEES, AND THAT OF THE INDIVIDUAL DIRECTORS.THE EVALUATION PROCESS WAS CONDUCTED THROUGH A STRUCTURED QUESTIONNAIRE COVERING VARIOUS ASPECTS SUCH AS THE COMPOSITION AND STRUCTURE OF THE BOARD AND ITS COMMITTEES, EFFECTIVENESS OF BOARD PROCESSES, INFORMATION FLOW, FUNCTIONING, DECISION-MAKING, AND THE PERFORMANCE OF INDIVIDUAL DIRECTORS, INCLUDING INDEPENDENT DIRECTORS AND THE CHAIRPERSON. THE PERFORMANCE EVALUATION OF THE INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE ENTIRE BOARD, EXCLUDING THE DIRECTOR BEING EVALUATED. THE NOMINATION AND REMUNERATION COMMITTEE ALSO REVIEWED THE PERFORMANCE OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS. THE FEEDBACK FROM THE EVALUATION WAS DISCUSSED AT THE BOARD MEETING AND NOTED FOR FURTHER IMPROVEMENT AND ACTION, WHEREVER REQUIRED. THE BOARD’S ASSESSMENT WAS DISCUSSED WITH THE FULL BOARD EVALUATING, AMONGST OTHER THINGS, THE FULL AND COMMON UNDERSTANDING OF THE ROLES AND RESPONSIBILITIES OF THE BOARD, CONTRIBUTION TOWARDS DEVELOPMENT OF THE STRATEGY AND ENSURING ROBUST AND EFFECTIVE RISK MANAGEMENT, UNDERSTANDING OF THE OPERATIONAL PROGRAMS BEING MANAGED BY THE COMPANY, RECEIPT OF REGULAR INPUTS, RECEIPT OF REPORTS BY THE BOARD ON FINANCIAL MATTERS, BUDGETS AND OPERATIONS SERVICES, TIMELY RECEIPT OF INFORMATION WITH SUPPORTING PAPERS, REGULAR MONITORING AND EVALUATION OF PROGRESS TOWARDS STRATEGIC GOALS AND OPERATIONAL PERFORMANCE, NUMBER OF BOARD MEETINGS, COMMITTEE STRUCTURES AND FUNCTIONING, ETC. THE OUTCOME OF THE EVALUATIONS CONDUCTED BY THE NOMINATION AND REMUNERATION COMMITTEE AND THE INDEPENDENT DIRECTORS AT THEIR RESPECTIVE MEETINGS WAS PRESENTED TO THE BOARD, FOR ASSESSMENT AND DEVELOPMENT OF PLANS/SUGGESTIVE MEASURES FOR ADDRESSING ACTION POINTS THAT ARISE FROM THE OUTCOME OF THE EVALUATION. THE DIRECTORS EXPRESSED THEIR SATISFACTION ON THE PARAMETERS OF EVALUATION, THE IMPLEMENTATION AND COMPLIANCE OF THE EVALUATION EXERCISE DONE AND THE RESULTS/OUTCOME OF THE EVALUATION PROCESS. |