| THE BOARD OF DIRECTORS CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, BOARD COMMITTEES AND INDIVIDUAL DIRECTORS PURSUANT TO THE PROVISIONS THE COMPANIES ACT, 2013 AND SEBI LISTING REGULATIONS. THE NOMINATION AND REMUNERATION COMMITTEE OF THE COMPANY HAS LAID DOWN THE CRITERIA FOR PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES, CHAIRMAN AND INDIVIDUAL DIRECTORS INCLUDING INDEPENDENT DIRECTORS. THE BOARD OF DIRECTORS CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, BOARD COMMITTEES AND INDIVIDUAL DIRECTORS PURSUANT TO THE PROVISIONS THE COMPANIES ACT, 2013 AND SEBI LISTING REGULATIONS. FURTHER THE INDEPENDENT DIRECTOR IN THEIR SEPARATE MEETING REVIEWED THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE COMPANY MANAGEMENT AND BOARD TO PERFORM THEIR DUTIES EFFECTIVELY. THE EVALUATION OF ALL THE DIRECTORS, THE BOARD AS A WHOLE AND ITS COMMITTEES WERE CONDUCTED BASED ON THE CRITERIA AND FRAMEWORK DESIGNED BY NOMINATION AND REMUNERATION COMMITTEE AND DULY ADOPTED BY THE BOARD. THE EVALUATION PROCESS FOCUSED ON VARIOUS ASPECTS OF THE FUNCTIONING OF THE BOARD AND COMMITTEES SUCH AS COMPOSITION OF THE BOARD AND COMMITTEES, EXPERIENCE, INTEGRITY, FREQUENCY OF MEETING, COMPETENCIES, PERFORMANCE OF SPECIFIC DUTIES AND OBLIGATIONS, GOVERNANCE ISSUES, ETC. THE GUIDANCE NOTE ISSUED BY SEBI ON BOARD EVALUATION WAS ALSO DULY CONSIDERED WHILE CONDUCTING THE EVALUATION EXERCISE. SEPARATE EXERCISE WAS CARRIED OUT TO EVALUATE THE PERFORMANCE OF INDIVIDUAL DIRECTORS ON PARAMETERS SUCH AS ATTENDANCE, CONTRIBUTION, KPIS, TIMELY DECISIONS, CONFIDENTIALITY, COMPETENCY, GOVERNANCE, INDEPENDENT JUDGEMENT ETC. DURING THE ABOVE EVALUATION PROCESS, IT WAS NOTED THAT THE BOARD AS A WHOLE IS FUNCTIONING AS A COHESIVE BODY WHICH IS WELL ENGAGED WITH DIFFERENT PERSPECTIVES. THE BOARD MEMBERS FROM DIFFERENT BACKGROUNDS BRING DIFFERENT COMPETENCIES THAT HELP BOARD TO BRING RICHNESS AND VALUE ADDITION TO THE DISCUSSIONS. IT WAS ALSO NOTED THAT THE COMMITTEES ARE FUNCTIONING WELL AND BESIDES THE COMMITTEE’S TERMS OF REFERENCE THE NOMINATION AND REMUNERATION COMMITTEE OF THE COMPANY HAS LAID DOWN THE CRITERIA FOR PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES, CHAIRMAN AND INDIVIDUAL DIRECTORS INCLUDING INDEPENDENT DIRECTORS. THE BOARD OF DIRECTORS CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, BOARD COMMITTEES AND INDIVIDUAL DIRECTORS PURSUANT TO THE PROVISIONS THE COMPANIES ACT, 2013 AND SEBI LISTING REGULATIONS. FURTHER THE INDEPENDENT DIRECTOR IN THEIR SEPARATE MEETING REVIEWED THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE COMPANY MANAGEMENT AND BOARD TO PERFORM THEIR DUTIES EFFECTIVELY. THE EVALUATION OF ALL THE DIRECTORS, THE BOARD AS A WHOLE AND ITS COMMITTEES WERE CONDUCTED BASED ON THE CRITERIA AND FRAMEWORK DESIGNED BY NOMINATION AND REMUNERATION COMMITTEE AND DULY ADOPTED BY THE BOARD. THE EVALUATION PROCESS FOCUSED ON VARIOUS ASPECTS OF THE FUNCTIONING OF THE BOARD AND COMMITTEES SUCH AS COMPOSITION OF THE BOARD AND COMMITTEES, EXPERIENCE, INTEGRITY, FREQUENCY OF MEETING, COMPETENCIES, PERFORMANCE OF SPECIFIC DUTIES AND OBLIGATIONS, GOVERNANCE ISSUES, ETC. THE GUIDANCE NOTE ISSUED BY SEBI ON BOARD EVALUATION WAS ALSO DULY CONSIDERED WHILE CONDUCTING THE EVALUATION EXERCISE. SEPARATE EXERCISE WAS CARRIED OUT TO EVALUATE THE PERFORMANCE OF INDIVIDUAL DIRECTORS ON PARAMETERS SUCH AS ATTENDANCE, CONTRIBUTION, KPIS, TIMELY DECISIONS, CONFIDENTIALITY, COMPETENCY, GOVERNANCE, INDEPENDENT JUDGEMENT ETC. DURING THE ABOVE EVALUATION PROCESS, IT WAS NOTED THAT THE BOARD AS A WHOLE IS FUNCTIONING AS A COHESIVE BODY WHICH IS WELL ENGAGED WITH DIFFERENT PERSPECTIVES. THE BOARD MEMBERS FROM DIFFERENT BACKGROUNDS BRING DIFFERENT COMPETENCIES THAT HELP BOARD TO BRING RICHNESS AND VALUE ADDITION TO THE DISCUSSIONS. IT WAS ALSO NOTED THAT THE COMMITTEES ARE FUNCTIONING WELL AND BESIDES THE COMMITTEE’S TERMS OF REFERENCE AS MANDATED BY LAW, IMPORTANT ISSUES ARE BROUGHT UP AND DISCUSSED IN THE COMMITTEE MEETINGS. |