AS REQUIRED UNDER SECTION 134(3)(P) OF THE ACT AND REGULATION 17 OF LISTING REGULATIONS, THE BOARD OF DIRECTORS HAD ALREADY APPROVED THE EVALUATION CRITERIA FOR EVALUATING THE PERFORMANCE OF THE BOARD OF DIRECTORS, ITS COMMITTEES AND THE PERFORMANCE OF INDEPENDENT DIRECTORS. THE PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS WAS CONDUCTED AND THE SAME WAS BASED ON QUESTIONNAIRE AND FEEDBACK FROM ALL THE DIRECTORS ON THE BOARD AS A WHOLE, COMMITTEES AND SELF –EVALUATION. AS REQUIRED UNDER REGULATION 17(10) OF LISTING REGULATIONS, THE BOARD ASSESSED THE PERFORMANCE OF THE INDEPENDENT DIRECTORS, INDIVIDUALLY AND COLLECTIVELY AS PER THE CRITERIA LAID DOWN AND ON AN OVERALL ASSESSMENT, THE PERFORMANCE OF INDEPENDENT DIRECTORS WAS FOUND NOTEWORTHY. THE BOARD HAS THEREFORE RECOMMENDED THE CONTINUANCE OF INDEPENDENT DIRECTORS ON THE BOARD OF THE COMPANY. EACH OF THE DIRECTORS HAD EVALUATED THE PERFORMANCE OF THE INDIVIDUAL DIRECTORS ON THE PARAMETERS SUCH AS QUALIFICATION, KNOWLEDGE, EXPERIENCE, INITIATIVE, ATTENDANCE, CONCERNS FOR THE STAKEHOLDERS, LEADERSHIP, TEAM WORK ATTRIBUTES, EFFECTIVE INTERACTION, INDEPENDENT VIEWS AND JUDGEMENT. THE BOARD OF DIRECTORS HAVE ASSESSED PERFORMANCE OF THE BOARD AS A WHOLE AND COMMITTEES OF THE COMPANY BASED ON THE PARAMETERS WHICH AMONGST OTHER INCLUDED STRUCTURE OF THE BOARD, INCLUDING QUALIFICATIONS, EXPERIENCE AND COMPETENCY OF DIRECTORS, DIVERSITY OF BOARD AND PROCESS OF APPOINTMENT; MEETINGS OF BOARD, INCLUDING REGULARITY AND FREQUENCY, AGENDA, DISCUSSION AND DISSENT, RECORDING OF MINUTES; FUNCTIONS OF BOARD, INCLUDING STRATEGY AND PERFORMANCE EVALUATION, CORPORATE CULTURE AND VALUE, EVALUATION OF RISKS, SUCCESSION PLAN, FOCUS ON THE SHAREHOLDERS’ VALUE CREATION, EFFECTIVENESS OF BOARD PROCESSES, GOVERNANCE AND COMPLIANCE AND MEANING FULL COMMUNICATION, HIGH GOVERNANCE STANDARD, KNOWLEDGE OF BUSINESS, OPENNESS OF DISCUSSION/INTEGRITY AND INFORMATION AND FUNCTIONING AND QUALITY OF RELATIONSHIP BETWEEN THE BOARD AND MANAGEMENT. THE MEMBERS OF THE AUDIT COMMITTEE, NOMINATION AND REMUNERATION COMMITTEE, STAKEHOLDER’S RELATIONSHIP COMMITTEE AND CORPORATE SOCIAL RESPONSIBILITY COMMITTEE WERE ALSO ASSESSED ON THE ABOVE PARAMETERS AND ALSO IN THE CONTEXT OF THE COMMITTEE’S EFFECTIVENESS VIS-À-VIS THE ACT AND LISTING REGULATIONS.THE CRITERIA FOR EVALUATION OF THE COMMITTEE OF BOARD INCLUDED MANDATE AND COMPOSITION, EFFECTIVENESS OF THE COMMITTEE, STRUCTURE OF THE COMMITTEE, REGULARITY AND FREQUENCY OF MEETINGS, AGENDA, DISCUSSION AND DISSENT, RECORDING OF MINUTES AND DISSEMINATION OF INFORMATION, INDEPENDENCE OF COMMITTEE OF THE BOARD, CONTRIBUTION TO DECISIONS OF THE BOARD, AND QUALITY OF RELATIONSHIP OF THE COMMITTEE WITH THE BOARD AND MANAGEMENT. THE NOMINATION AND REMUNERATION COMMITTEE & AUDIT COMMITTEE HAS ALSO REVIEWED AND CONSIDERED THE COLLECTIVE FEEDBACK OF THE WHOLE OF EVALUATION PROCESS. RESULTS OF ALL SUCH ABOVE REFERRED EVALUATIONS WERE FOUND SATISFACTORY. |