| PURSUANT TO THE APPLICABLE PROVISIONS OF THE ACT AND THE LISTING REGULATIONS, THE BOARD HAS CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, PERFORMANCE OF THE DIRECTORS AND THE WORKING OF ITS COMMITTEES ON THE EVALUATION CRITERIA DEFINED BY THE NOMINATION AND REMUNERATION COMMITTEE (NRC) FOR PERFORMANCE EVALUATION PROCESS OF THE BOARD, ITS COMMITTEES AND DIRECTORS. THE BOARD’S FUNCTIONING WAS EVALUATED ON VARIOUS ASPECTS, INCLUDING INTER-ALIA THE STRUCTURE OF THE BOARD, MEETINGS OF THE BOARD, FUNCTIONS OF THE BOARD, DEGREE OF FULFILMENT OF KEY RESPONSIBILITIES, ESTABLISHMENT AND DELINEATION OF RESPONSIBILITIES TO VARIOUS COMMITTEES, EFFECTIVENESS OF BOARD PROCESSES, INFORMATION AND FUNCTIONING. THE COMMITTEES OF THE BOARD WERE ASSESSED ON THE DEGREE OF FULFILMENT OF KEY RESPONSIBILITIES, ADEQUACY OF COMMITTEE COMPOSITION AND EFFECTIVENESS OF MEETINGS. THE DIRECTORS WERE EVALUATED ON ASPECTS SUCH AS ATTENDANCE, CONTRIBUTION AT BOARD/ COMMITTEE MEETINGS AND GUIDANCE/SUPPORT TO THE MANAGEMENT OUTSIDE BOARD/ COMMITTEE MEETINGS. THE CRITERIA FOR EVALUATION OF BOARD INCLUDE WHETHER BOARD MEETINGS WERE HELD IN TIME, ALL ITEMS WHICH WERE REQUIRED AS PER LAW OR SEBI (LODR) REGULATIONS, 2015 TO BE PLACED BEFORE THE BOARD, HAVE BEEN PLACED, 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, WHETHER THE BOARD REGULARLY REVIEWS THE INVESTORS GRIEVANCE REDRESSAL MECHANISM AND RELATED ISSUES, BOARD FACILITATES THE INDEPENDENT DIRECTORS TO PERFORM THEIR ROLE EFFECTIVELY ETC. THE CRITERIA FOR EVALUATION OF COMMITTEE INCLUDE TAKING UP ROLES AND FUNCTIONS AS PER ITS TERMS OF REFERENCE, INDEPENDENCE OF THE COMMITTEE, POLICIES WHICH ARE REQUIRED TO FRAME AND PROPERLY MONITORED ITS IMPLEMENTATION, WHETHER THE COMMITTEE HAS SOUGHT NECESSARY CLARIFICATIONS, INFORMATION AND EXPLANATIONS FROM MANAGEMENT, INTERNAL AND EXTERNAL AUDITORS ETC. BASED ON SUCH CRITERIA, THE EVALUATION WAS DONE IN A STRUCTURED MANNER THROUGH PEER CONSULTATION & DISCUSSION. THE PERFORMANCE ASSESSMENT OF NON-INDEPENDENT DIRECTORS, BOARD AS A WHOLE AND THE CHAIRMAN WERE EVALUATED IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS. THE SAME WAS ALSO DISCUSSED IN THE MEETINGS OF NRC AND THE BOARD. PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS DONE BY THE ENTIRE BOARD, EXCLUDING THE INDEPENDENT DIRECTOR BEING EVALUATED. IN COMPLIANCE WITH THE PROVISIONS OF THE COMPANIES ACT, 2013 (THE ACT) AND APPLICABLE CLAUSES OF SEBI(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, THE BOARD, DURING THE YEAR ADOPTED A FORMAL MECHANISM FOR EVALUATION OF ITS PERFORMANCES AS WELL AS THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS, INCLUDING THE CHAIRMAN OF THE BOARD. A STRUCTURED QUESTIONNAIRE WAS PREPARED AFTER TAKING INTO CONSIDERATION INPUTS RECEIVED FROM THE DIRECTORS, COVERING VARIOUS ASPECTS OF THE BOARDS FUNCTIONING SUCH AS ADEQUACY OF THE COMPOSITION OF THE BOARD AND ITS COMMITTEES, BOARD CULTURE, EXECUTION AND PERFORMANCE OF SPECIFIC DUTIES, OBLIGATIONS AND GOVERNANCE. A SEPARATE EXERCISE WAS CARRIED OUT TO EVALUATE THE PERFORMANCE OF INDIVIDUAL DIRECTORS INCLUDING THE CHAIRMAN OF THE BOARD, WHO WERE EVALUATED ON PARAMETERS SUCH AS LEVEL OF ENGAGEMENT AND CONTRIBUTION, INDEPENDENCE OF JUDGEMENT, SAFEGUARDING THE INTEREST OF THE COMPANY AND ITS MINORITY SHAREHOLDERS, ETC. THE PERFORMANCE EVALUATION OF THE INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE ENTIRE BOARD. THE PERFORMANCE EVALUATION OF THE CHAIRMAN AND THE NON-INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE INDEPENDENT DIRECTORS. THE DIRECTORS EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS. |