| PURSUANT TO THE PROVISIONS OF THE ACT, SEBI LISTING REGULATIONS AND THE REMUNERATION POLICY OF THE COMPANY, YOUR COMPANY HAS IN PLACE A BOARD EVALUATION PROCESS FOR THE BOARD OF DIRECTORS AS A WHOLE, BOARD COMMITTEES AND ALSO FOR THE DIRECTORS (EXECUTIVE AND NON-EXECUTIVE) INDIVIDUALLY BY SEEKING RESPONSES/INPUTS FROM ALL THE DIRECTORS TO AN ASSESSMENT QUESTIONNAIRE. A STRUCTURED QUESTIONNAIRE HAS BEEN PREPARED AFTER TAKING INTO CONSIDERATION INPUTS RECEIVED FROM THE DIRECTORS, COVERING VARIOUS ASPECTS OF THE BOARD’S FUNCTIONING SUCH AS ADEQUACY OF THE COMPOSITION OF THE BOARD AND ITS COMMITTEES, BOARD CULTURE, EXECUTION AND PERFORMANCE OF SPECIFIC DUTIES, OBLIGATIONS, INDEPENDENCE, GOVERNANCE, ETHICS AND VALUES, ADHERENCE TO CORPORATE GOVERNANCE NORMS, INTERPERSONAL RELATIONSHIPS, ATTENDANCE AND CONTRIBUTIONS TO THE MEETINGS ETC. A SEPARATE EXERCISE WAS CARRIED OUT TO EVALUATE THE PERFORMANCE OF INDIVIDUAL DIRECTORS INCLUDING THE CHAIRPERSON OF THE BOARD, WHO WERE EVALUATED ON PARAMETERS SUCH AS PARTICIPATION AND CONTRIBUTION BY A DIRECTOR, COMMITMENT, INCLUDING GUIDANCE PROVIDED TO THE SENIOR MANAGEMENT OUTSIDE OF BOARD/COMMITTEE MEETINGS, EFFECTIVE DEPLOYMENT OF KNOWLEDGE AND EXPERTISE, EFFECTIVE MANAGEMENT OF RELATIONSHIP WITH VARIOUS STAKEHOLDERS, INDEPENDENCE OF BEHAVIOUR AND JUDGMENT ETC. THE PERFORMANCE EVALUATION OF THE INDEPENDENT DIRECTORS AS WELL AS OF THE CHAIRPERSON WAS CARRIED OUT BY THE ENTIRE BOARD. THE EVALUATION PROCESS HAS BEEN EXPLAINED IN THE CORPORATE GOVERNANCE REPORT. THE BOARD REVIEWED THE EVALUATION RESULTS AS COLLATED BY THE NOMINATION AND REMUNERATION COMMITTEE. FURTHER, IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS, PERFORMANCE OF NON-INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE WAS EVALUATED AS STIPULATED UNDER THE SEBI LISTING REGULATIONS. THE CHAIRPERSON, BASED ON THE EVALUATION DONE BY THE DIRECTORS, INFORMED THAT THE PERFORMANCE OF DIRECTORS ARE SATISFACTORY AND THEY ARE RECOMMENDED FOR CONTINUATION AS DIRECTORS OF THE COMPANY. |