THE COMPANY HAS FRAMED THE CRITERIA FOR PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS, THE BOARD, THE BOARD COMMITTEES AND OTHER INDIVIDUAL DIRECTORS. CRITERIA FOR PERFORMANCE EVALUATION OF THE CHAIRMAN & MANAGING DIRECTOR, EXECUTIVE DIRECTOR AND NON-INDEPENDENT DIRECTOR HAVE ALSO BEEN FRAMED.THE CRITERIA, AMONG OTHERS INCLUDES FACTORS SUCH AS PREPARATION, PARTICIPATION, ENGAGEMENT, PERSONALITY AND CONDUCT, VALUE ADDITION, STRATEGIC PLANNING AND VISION, TEAM SPIRIT AND CONSENSUS BUILDING, LEADERSHIP QUALITY, UNDERSTANDING AND FOCUS ON KEY BUSINESS ISSUES, INDEPENDENT THINKING AND JUDGMENT, QUALITY OF ANALYSIS, EXPERIENCE AND BUSINESS WISDOM, MANAGEMENT QUALITIES, AWARENESS, MOTIVATION, INTEGRITY, ETHICS AND RECEPTIVITY. THE CRITERIA FOR EVALUATING THE BOARD'S FUNCTIONING/EFFECTIVENESS INTER ALIA INCLUDES ITS STRUCTURE, STRATEGIC REVIEW, BUSINESS PERFORMANCE REVIEW, INTERNAL CONTROLS, PROCESS AND PROCEDURES.THE EVALUATION FORMS CONTAINING THE CRITERIA AS FRAMED WERE CIRCULATED AND ON THE BASIS OF RESPONSES, THE BOARD EVALUATED THE PERFORMANCE OF INDIVIDUAL DIRECTORS, ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES. THE INDEPENDENT DIRECTORS IN THEIR SEPARATE MEETING ALSO CARRIED OUT THE PERFORMANCE EVALUATION OF THE CHAIRMAN & MANAGING DIRECTOR, EXECUTIVE DIRECTOR AND OTHER NON-INDEPENDENT DIRECTOR AS WELL AS THE BOARD OF THE COMPANY. THE DIRECTORS EXPRESSED OVERALL SATISFACTION ON THE PERFORMANCE AND FUNCTIONING OF THE BOARD, ITS COMMITTEES AND THE DIRECTORS. NO ACTION WAS REQUIRED TO BE TAKEN ON THE PREVIOUS YEAR'S OBSERVATIONS AND ALSO NO ACTION IS REQUIRED TO BE TAKEN ON THIS YEAR'S OBSERVATIONS. |