DURING THE YEAR, THE EVALUATION OF THE ANNUAL PERFORMANCE OF INDIVIDUAL DIRECTORS INCLUDING THE CHAIRMAN OF THE COMPANY AND INDEPENDENT DIRECTORS, BOARD AND COMMITTEES OF THE BOARD WAS CARRIED OUT UNDER THE PROVISIONS OF THE ACT, RELEVANT RULES, AND THE CORPORATE GOVERNANCE REQUIREMENTS AS PRESCRIBED UNDER REGULATION 17 OF SEBI LISTING REGULATIONS AND BASED ON THE CIRCULAR ISSUED BY SEBI DATED JANUARY 5, 2017 WITH RESPECT TO GUIDANCE NOTE ON BOARD EVALUATION. THE NOMINATION AND REMUNERATION COMMITTEE HAD APPROVED THE CRITERIA FOR THE PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS AS PER THE SEBI GUIDANCE NOTE ON BOARD EVALUATION. THE CHAIRMAN OF THE COMPANY INTERACTED WITH EACH DIRECTOR INDIVIDUALLY, FOR EVALUATION OF PERFORMANCE OF THE INDIVIDUAL DIRECTORS. THE EVALUATION FOR THE PERFORMANCE OF THE BOARD AS A WHOLE AND OF THE COMMITTEES WERE CONDUCTED BY WAY OF QUESTIONNAIRES. IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS, PERFORMANCE OF NON INDEPENDENT DIRECTORS AND PERFORMANCE OF THE BOARD AS A WHOLE WAS EVALUATED. FURTHER, THEY ALSO EVALUATED THE PERFORMANCE OF THE CHAIRMAN OF THE COMPANY, TAKING INTO ACCOUNT THE VIEWS OF THE EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTORS. THE BOARD OF DIRECTORS REVIEWED THE PERFORMANCE OF THE INDIVIDUAL DIRECTORS ON THE BASIS OF THE CRITERIA SUCH AS QUALIFICATION, EXPERIENCE, KNOWLEDGE AND COMPETENCY, FULFILMENT OF FUNCTIONS, AVAILABILITY AND ATTENDANCE, INITIATIVE, INTEGRITY, CONTRIBUTION AND COMMITMENT ETC., AND THE INDEPENDENT DIRECTORS WERE ADDITIONALLY EVALUATED ON THE BASIS OF INDEPENDENCE, INDEPENDENT VIEWS AND JUDGEMENT ETC. FURTHER THE EVALUATION OF CHAIRMAN OF THE BOARD, IN ADDITION TO THE ABOVE CRITERIA FOR INDIVIDUAL DIRECTORS, ALSO INCLUDED EVALUATION BASED ON EFFECTIVENESS OF LEADERSHIP AND ABILITY TO STEER THE MEETINGS, IMPARTIALITY, ETC. THE CHAIRMAN AND OTHER MEMBERS OF THE BOARD DISCUSSED UPON THE PERFORMANCE EVALUATION OF EVERY DIRECTOR OF THE COMPANY AND CONCLUDED THAT THEY WERE SATISFIED WITH THE OVERALL PERFORMANCE OF THE DIRECTORS INDIVIDUALLY AND THAT THE DIRECTORS GENERALLY MET THEIR EXPECTATIONS OF PERFORMANCE. THE SUMMARY OF THE FEEDBACK FROM THE MEMBERS WERE THEREAFTER DISCUSSED IN DETAIL BY THE MEMBERS. THE RESPECTIVE DIRECTOR, WHO WAS BEING EVALUATED, DID NOT PARTICIPATE IN THE DISCUSSION ON HIS/HER PERFORMANCE EVALUATION. THE BOARD ALSO ASSESSED THE FULFILMENT OF THE INDEPENDENCE CRITERIA AS SPECIFIED IN SEBI LISTING REGULATIONS, BY THE INDEPENDENT DIRECTORS OF THE COMPANY AND THEIR INDEPENDENCE FROM THE MANAGEMENT. THE PERFORMANCE OF THE BOARD WAS EVALUATED BY THE BOARD AFTER SEEKING INPUTS FROM ALL THE DIRECTORS ON THE BASIS OF VARIOUS CRITERIA SUCH AS DIVERSITY IN THE BOARD, COMPETENCY OF DIRECTORS, STRATEGY AND PERFORMANCE EVALUATION, EVALUATION OF PERFORMANCE OF THE MANAGEMENT AND FEEDBACK, INDEPENDENCE OF THE MANAGEMENT FROM THE BOARD ETC. THE PERFORMANCE OF THE COMMITTEES WAS EVALUATED BY THE BOARD AFTER SEEKING INPUTS FROM THE COMMITTEE MEMBERS ON THE BASIS OF CRITERIA SUCH AS MANDATE AND COMPOSITION, EFFECTIVENESS OF THE COMMITTEE, INDEPENDENCE OF THE COMMITTEE FROM THE BOARD, CONTRIBUTION TO DECISIONS OF THE BOARD, ETC. |