LISTING REGULATIONS MANDATE THE BOARD OF LISTED COMPANIES TO MONITOR AND REVIEW THE BOARD EVALUATION FRAMEWORK. SECTION 134(3) OF THE ACT READ WITH THE RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014 ISSUED THEREUNDER FURTHER PROVIDES THAT FORMAL ANNUAL EVALUATION NEEDS TO BE MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS. SCHEDULE IV TO THE ACT AND REGULATION 17(10) OF THE LISTING REGULATIONS STATES THAT THE PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS SHALL BE DONE BY THE ENTIRE BOARD OF DIRECTORS, EXCLUDING THE DIRECTOR BEING EVALUATED. AFTER TAKING INTO CONSIDERATION THE GUIDANCE NOTE ON PERFORMANCE EVALUATION OF BOARD DATED JANUARY 5, 2017 PUBLISHED BY SEBI, QUESTIONNAIRES WERE PREPARED TO EVALUATE THE PERFORMANCE OF THE BOARD, VARIOUS COMMITTEES OF THE BOARD AND INDIVIDUAL PERFORMANCE OF EACH DIRECTOR OF THE COMPANY. THE QUESTIONNAIRES FOR EVALUATION OF PERFORMANCE OF THE DIRECTORS WERE PREPARED BASED ON VARIOUS ASPECTS WHICH AMONGST OTHER PARAMETERS INCLUDED THE LEVEL OF PARTICIPATION OF THE DIRECTORS, UNDERSTANDING OF THE ROLES AND RESPONSIBILITIES OF DIRECTORS, UNDERSTANDING OF THE BUSINESS AND COMPETITIVE ENVIRONMENT IN WHICH THE COMPANY OPERATES, UNDERSTANDING OF THE STRATEGIC ISSUES AND CHALLENGES FOR THE COMPANY, PROTECTING THE LEGITIMATE INTEREST OF THE COMPANY, SHAREHOLDERS AND EMPLOYEES, IMPLEMENTATION OF BEST CORPORATE GOVERNANCE PRACTICE ETC. THE PARAMETERS FOR PERFORMANCE EVALUATION OF BOARD INCLUDED COMPOSITION OF THE BOARD, PROCESS OF APPOINTMENT TO THE BOARD OF DIRECTORS, COMMON UNDERSTANDING THAT THE DIFFERENT BOARD MEMBERS HAVE UNDERSTANDING OF THE ROLES AND RESPONSIBILITIES OF THE BOARD, TIMELINESS FOR CIRCULATING THE BOARD PAPERS, CONTENT AND THE QUALITY OF INFORMATION PROVIDED TO THE BOARD, ATTENTION TO THE COMPANY’S LONG TERM STRATEGIC ISSUES, EVALUATING STRATEGIC RISKS, OVERSEEING AND GUIDING MAJOR PLANS OF ACTION, ACQUISITIONS, DIVESTMENT ETC.SOME OF THE PERFORMANCE INDICATORS FOR THE COMMITTEES INCLUDE UNDERSTANDING OF THE TERMS OF REFERENCE, EFFECTIVENESS OF THE DISCUSSIONS AT THE COMMITTEE MEETINGS, INFORMATION PROVIDED TO THE COMMITTEE TO DISCHARGE ITS DUTIES AND PERFORMANCE OF THE COMMITTEE VIS-À-VIS ITS RESPONSIBILITIES, COMPOSITION OF THE COMMITTEE WITH THE APPROPRIATE MIX OF EXPERIENCE, KNOWLEDGE AND SKILLS. PURSUANT TO REGULATION 17(10) OF THE LISTING REGULATIONS, THE PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS DONE BY THE ENTIRE BOARD OF DIRECTORS EXCLUDING INDEPENDENT DIRECTOR BEING EVALUATED. BROAD PARAMETERS FOR REVIEWING THE PERFORMANCE OF INDEPENDENT DIRECTORS AMONGST OTHER INCLUDED PARTICIPATION AT THE BOARD/COMMITTEE MEETINGS, UNDERSTANDING THEIR ROLES AND RESPONSIBILITIES AND BUSINESS OF THE COMPANY, EFFECTIVENESS OF THEIR CONTRIBUTION/ COMMITMENT, EFFECTIVE MANAGEMENT OF RELATIONSHIP WITH STAKEHOLDERS, INTEGRITY AND MAINTAINING OF CONFIDENTIALITY, EXERCISE OF INDEPENDENT JUDGEMENT IN THE BEST INTEREST OF THE COMPANY, ABILITY TO CONTRIBUTE AND MONITOR CORPORATE GOVERNANCE PRACTICE, ADHERENCE TO THE CODE OF CONDUCT FOR INDEPENDENT DIRECTORS, BRINGING INDEPENDENT JUDGEMENT DURING BOARD DELIBERATIONS ON STRATEGY, PERFORMANCE, RISK MANAGEMENT, ETC. BASIS THE FEEDBACK RECEIVED ON QUESTIONNAIRE FROM ALL THE DIRECTORS, THE PERFORMANCE OF THE BOARD AS A WHOLE, COMMITTEES OF THE COMPANY AND INDIVIDUAL DIRECTORS WAS FOUND SATISFACTORY. AS THE MEMBERS ARE AWARE THAT THERE IS NO REGULAR CHAIRPERSON DESIGNATED IN THE COMPANY, ACCORDINGLY, THE PERFORMANCE OF CHAIRPERSON WAS NOT REQUIRED TO BE EVALUATED. HOWEVER, IN THE ABSENCE OF THE REGULAR CHAIRMAN, IN ALL THE MEETINGS OF THE BOARD, MR. MAHENDRA NAHATA WAS ELECTED AS THE CHAIRMAN OF THE MEETINGS AND HIS PERFORMANCE AS A CHAIRMAN OF THE VARIOUS MEETINGS WAS FOUND TO BE EXCELLENT ON ALL THE PARAMETERS. |