ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS HAS BEEN MADE PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013 AND THE CORPORATE GOVERNANCE REQUIREMENTS AS PRESCRIBED BY SECURITIES AND EXCHANGE BOARD OF INDIA (“SEBI”) UNDER SEBI (LISTING OBLIGATIONS AND DISCLOSURES REQUIREMENTS) REGULATIONS, 2015. THE PERFORMANCE OF THE BOARD WAS EVALUATED BY THE MEMBERS OF THE BOARD ON THE BASIS OF THE GUIDANCE NOTE AND CRITERIA LAID DOWN SUCH AS THE BOARD COMPOSITION AND STRUCTURE, EFFECTIVENESS OF BOARD PROCESSES, INFORMATION AND FUNCTIONING, BOARD CULTURE AND DYNAMICS, QUALITY OF RELATIONSHIP BETWEEN THE BOARD AND THE MANAGEMENT AND EFFICACY OF COMMUNICATION WITH EXTERNAL STAKEHOLDERS, COMPETENCE AND EXPERIENCE OF BOARD TO CONDUCT ITS AFFAIRS EFFECTIVELY, OPERATIONS ARE IN LINE WITH STRATEGY, INTEGRITY OF FINANCIAL INFORMATION AND THE ROBUSTNESS OF FINANCIAL AND OTHER CONTROLS, EFFECTIVENESS OF RISK MANAGEMENT PROCESSES,ETC. THE PERFORMANCE OF THE COMMITTEES WAS EVALUATED BY THE BOARD AFTER SEEKING INPUTS FROM THE COMMITTEE MEMBERS ON THE BASIS OF THE GUIDANCE NOTE AND CRITERIA LAID DOWN SUCH AS THE COMPOSITION OF COMMITTEES, EFFECTIVENESS OF COMMITTEE MEETINGS, COMMITTEES ARE APPROPRIATE WITH THE RIGHT MIX OF KNOWLEDGE AND SKILLS, EFFECTIVENESS AND ADVANTAGE OF THE COMMITTEE, INDEPENDENCE OF THE COMMITTEES,ETC. THE BOARD AND THE NOMINATION & REMUNERATION COMMITTEE (“NRC”) REVIEWED THE PERFORMANCE OF THE INDIVIDUAL DIRECTORS ON THE BASIS OF THE CRITERIA SUCH AS THE CONTRIBUTION OF THE INDIVIDUAL DIRECTOR TO THE BOARD AND COMMITTEE MEETINGS LIKE PREPAREDNESS ON THE ISSUES TO BE DISCUSSED, MEANINGFUL AND CONSTRUCTIVE CONTRIBUTION AND INPUTS IN MEETINGS, WILLINGNESS TO DEVOTE TIME AND EFFORT TO UNDERSTAND THE COMPANY AND ITS BUSINESS BY THE DIRECTORS, COMPETENCY TO TAKE THE RESPONSIBILITY AND HAVING ADEQUATE QUALIFICATION, EXPERIENCE AND KNOWLEDGE, QUALITY AND VALUE OF THEIR CONTRIBUTIONS AT BOARD MEETINGS, EFFECTIVENESS OF LEADERSHIP QUALITY OF THE CHAIRPERSON ETC. IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS, PERFORMANCE OF NON-INDEPENDENT DIRECTORS, PERFORMANCE OF THE BOARD AS A WHOLE AND PERFORMANCE OF THE CHAIRPERSON WAS EVALUATED, TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTORS AND NONEXECUTIVE DIRECTORS. THE SAME WAS DISCUSSED IN THE BOARD MEETING THAT FOLLOWED THE MEETING OF THE INDEPENDENT DIRECTORS, AT WHICH THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS WERE ALSO DISCUSSED. |