| IN TERMS OF SEBI LODR (THIRD AMENDMENT) REGULATIONS, 2018, A COMPANY UNDERGOING CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP) IS NOT REQUIRED TO COMPLY WITH THE REQUIREMENT OF CONDUCTING INDEPENDENT EVALUATION OF THE INDEPENDENT DIRECTORS. THEREFORE, SINCE THE COMMENCEMENT OF CIRP WITH EFFECT FROM 29TH APRIL 2022 IT WAS NOT REQUIRED TO CONDUCT THE PERFORMANCE EVALUATION OF THE INDEPENDENT DIRECTORS OF THE COMPANY UNDER THE PROVISIONS OF THE REGULATION 17(10) OF SEBI LODR REGULATIONS. FURTHER, IN ACCORDANCE WITH RULE 8(4) OF COMPANIES (ACCOUNTS) RULES, 2014, THE BOARD OF DIRECTORS OF A COMPANY IS REQUIRED TO EVALUATE ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS. HOWEVER, PURSUANT TO COMMENCEMENT OF THE CIRP OF THE COMPANY, THE POWERS OF THE BOARD OF DIRECTORS REMAINED SUSPENDED AND WERE EXERCISED BY THE INTERIM RESOLUTION PROFESSIONAL OR RESOLUTION PROFESSIONAL, AS APPLICABLE, IN ACCORDANCE WITH THE PROVISIONS OF THE CODE. THEREFORE, PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013 AND CHAPTER IV READ WITH THE PROVISIONS OF SCHEDULE II OF SEBI LODR REGULATIONS 2015, THE BOARD OF DIRECTORS OF THE COMPANY HAS NEITHER CARRIED OUT THE ANNUAL EVALUATION OF ITS OWN PERFORMANCE, NOR THAT OF THE DIRECTORS INDIVIDUALLY AS WELL AS THE EVALUATION OF THE WORKING OF ITS AUDIT, NOMINATION & REMUNERATION AND OTHER COMMITTEES DURING THE FINANCIAL YEAR 2023-24. |
| THE EVALUATION OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS FOR THE FINANCIAL YEAR 2018-19 WAS UNDERTAKEN IN COMPLIANCE WITH THE PROVISIONS OF SECTION 134(3)(P) AND SCHEDULE IV OF THE ACT. THE BOARD WAS OF THE VIEW THAT THE PERFORMANCE OF THE BOARD OF DIRECTORS AS A WHOLE WAS ADEQUATE AND IT FULFILLED THE PARAMETERS STIPULATED IN THE EVALUATION FRAMEWORK IN ITS PRO-GROWTH ACTIVITY AND FACING CHALLENGING OPERATIONAL AND ECONOMIC ADVERSITIES DURING THE YEAR. THE BOARD ALSO ENSURED THAT THE COMMITTEES FUNCTIONED ADEQUATELY AND INDEPENDENTLY IN TERMS OF THE REQUIREMENTS OF THE ACT AND THE LISTING REGULATIONS, AND AT THE SAME TIME SUPPORTED AS WELL AS COORDINATED WITH THE BOARD TO HELP IN ITS DECISION MAKING. THE INDIVIDUAL DIRECTOR’S PERFORMANCE WAS ALSO EVALUATED AND THE BOARD WAS OF THE VIEW THAT THE DIRECTORS FULFILLED THEIR APPLICABLE RESPONSIBILITIES AND DUTIES AS LAID DOWN BY THE ACT AND THE LISTING REGULATIONS AND AT THE SAME TIME CONTRIBUTED WITH THEIR VALUABLE KNOWLEDGE, EXPERIENCE AND EXPERTISE FOR THE FUNCTIONING OF THE COMPANY AND COUNTER AT THE ADVERSE CHALLENGES FACED BY THE COMPANY DURING THE YEAR. EVALUATION WAS ALSO CARRIED OUT BY THE INDEPENDENT DIRECTORS OF THE NON-INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE AND THE CHAIRMAN OF THE COMPANY, CONSIDERING THE VIEWS OF EXECUTIVE AND NON-EXECUTIVE DIRECTORS. THE PERFORMANCE OF ALL THE DIRECTORS AND CHAIRMAN WAS FOUND TO BE EXTREMELY SATISFACTORY IN THE PRESENT SCENARIO. |
| THE EVALUATION OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS FOR THE FINANCIAL YEAR 2018-19 WAS UNDERTAKEN IN COMPLIANCE WITH THE PROVISIONS OF SECTION 134(3)(P) AND SCHEDULE IV OF THE ACT. THE BOARD WAS OF THE VIEW THAT THE PERFORMANCE OF THE BOARD OF DIRECTORS AS A WHOLE WAS ADEQUATE AND IT FULFILLED THE PARAMETERS STIPULATED IN THE EVALUATION FRAMEWORK IN ITS PRO-GROWTH ACTIVITY AND FACING CHALLENGING OPERATIONAL AND ECONOMIC ADVERSITIES DURING THE YEAR. THE BOARD ALSO ENSURED THAT THE COMMITTEES FUNCTIONED ADEQUATELY AND INDEPENDENTLY IN TERMS OF THE REQUIREMENTS OF THE ACT AND THE LISTING REGULATIONS, AND AT THE SAME TIME SUPPORTED AS WELL AS COORDINATED WITH THE BOARD TO HELP IN ITS DECISION MAKING. THE INDIVIDUAL DIRECTOR’S PERFORMANCE WAS ALSO EVALUATED AND THE BOARD WAS OF THE VIEW THAT THE DIRECTORS FULFILLED THEIR APPLICABLE RESPONSIBILITIES AND DUTIES AS LAID DOWN BY THE ACT AND THE LISTING REGULATIONS AND AT THE SAME TIME CONTRIBUTED WITH THEIR VALUABLE KNOWLEDGE, EXPERIENCE AND EXPERTISE FOR THE FUNCTIONING OF THE COMPANY AND COUNTER AT THE ADVERSE CHALLENGES FACED BY THE COMPANY DURING THE YEAR. EVALUATION WAS ALSO CARRIED OUT BY THE INDEPENDENT DIRECTORS OF THE NON-INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE AND THE CHAIRMAN OF THE COMPANY, CONSIDERING THE VIEWS OF EXECUTIVE AND NON-EXECUTIVE DIRECTORS. THE PERFORMANCE OF ALL THE DIRECTORS AND CHAIRMAN WAS FOUND TO BE EXTREMELY SATISFACTORY IN THE PRESENT SCENARIO. |
| THE EVALUATION OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS FOR THE FINANCIAL YEAR 2017-18 WAS UNDERTAKEN IN COMPLIANCE WITH THE PROVISIONS OF SECTION 134(3)(P) AND SCHEDULE IV OF THE ACT. THE BOARD WAS OF THE VIEW THAT THE PERFORMANCE OF THE BOARD OF DIRECTORS AS A WHOLE WAS ADEQUATE AND IT FULFILLED THE PARAMETERS STIPULATED IN THE EVALUATION FRAMEWORK IN ITS PRO-GROWTH ACTIVITY AND FACING CHALLENGING OPERATIONAL AND ECONOMIC ADVERSITIES DURING THE YEAR. THE BOARD ALSO ENSURED THAT THE COMMITTEES FUNCTIONED ADEQUATELY AND INDEPENDENTLY IN TERMS OF THE REQUIREMENTS OF THE ACT AND THE LISTING REGULATIONS, AND AT THE SAME TIME SUPPORTED AS WELL AS COORDINATED WITH THE BOARD TO HELP IN ITS DECISION MAKING. THE INDIVIDUAL DIRECTOR’S PERFORMANCE WAS ALSO EVALUATED AND THE BOARD WAS OF THE VIEW THAT THE DIRECTORS FULFILLED THEIR APPLICABLE RESPONSIBILITIES AND DUTIES AS LAID DOWN BY THE ACT AND THE LISTING REGULATIONS AND AT THE SAME TIME CONTRIBUTED WITH THEIR VALUABLE KNOWLEDGE, EXPERIENCE AND EXPERTISE FOR THE FUNCTIONING OF THE COMPANY AND COUNTER AT THE ADVERSE CHALLENGES FACED BY THE COMPANY DURING THE YEAR. EVALUATION WAS ALSO CARRIED OUT BY THE INDEPENDENT DIRECTORS OF THE NON-INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE AND THE CHAIRMAN OF THE COMPANY, CONSIDERING THE VIEWS OF EXECUTIVE AND NON-EXECUTIVE DIRECTORS. THE PERFORMANCE OF ALL THE DIRECTORS AND CHAIRMAN WAS FOUND TO BE EXTREMELY SATISFACTORY IN THE PRESENT SCENARIO. |
| PURSUANT TO THE SAID EVALUATION FRAMEWORK, THE BOARD EVALUATED THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND THE INDIVIDUAL DIRECTORS FOR THE FINANCIAL YEAR 2016-17. THE BOARD WAS OF THE VIEW THAT THE PERFORMANCE OF THE BOARD AS A WHOLE WAS ADEQUATE AND FULFILLED THE PARAMETERS STIPULATED IN THE EVALUATION FRAMEWORK IN ITS PRO GROWTH ACTIVITY AND FACING CHALLENGING OPERATIONAL AND ECONOMIC ADVERSITIES DURING THE YEAR. THE BOARD ALSO ENSURED THAT THE COMMITTEES FUNCTIONED ADEQUATELY AND INDEPENDENTLY IN TERMS OF THE REQUIREMENTS OF THE COMPANIES ACT, 2013, THE LISTING AGREEMENT AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, AND AT THE SAME TIME SUPPORTED AS WELL AS COORDINATED WITH THE BOARD TO HELP IN ITS DECISION MAKING. THE INDIVIDUAL DIRECTOR'S PERFORMANCE WAS ALSO EVALUATED AND THE BOARD WAS OF THE VIEW THAT THE DIRECTORS FULFILLED THEIR APPLICABLE RESPONSIBILITIES AND DUTIES AS LAID DOWN BY THE LISTING AGREEMENT AND THE COMPANIES ACT, 2013 AND AT THE SAME TIME CONTRIBUTED WITH THEIR VALUABLE KNOWLEDGE, EXPERIENCE AND EXPERTISE FOR THE FUNCTIONING OF THE COMPANY AND COUNTER THE ADVERSE CHALLENGES FACED BY THE COMPANY DURING THE YEAR. EVALUATION WAS ALSO CARRIED OUT BY THE INDEPENDENT DIRECTORS OF THE NON-INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE AND THE CHAIRMAN OF THE COMPANY, TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTORS. THE PERFORMANCE OF ALL THE DIRECTORS AND CHAIRMAN WAS FOUND TO BE EXTREMELY SATISFACTORY IN THE PRESENT SCENARIO. |
| IN ACCORDANCE WITH THE PROVISIONS OF THE ACT AND REGULATION 17(10) OF THE LISTING REGULATIONS, A BOARD EVALUATION POLICY IS IN PLACE FOR EVALUATION OF THE CHAIRPERSON, INDIVIDUAL DIRECTORS, COMMITTEES AND THE BOARD. A STRUCTURED QUESTIONNAIRE DEVELOPED BY THE NOMINATION & REMUNERATION COMMITTEE COVERING VARIOUS ASPECTS OF THE BOARD’S FUNCTIONING, BOARD CULTURE, PERFORMANCE OF SPECIFIC DUTIES BY DIRECTORS AND CONTRIBUTION TO THE BOARD PROCEEDINGS WAS CIRCULATED TO MEMBERS OF THE BOARD FOR THE FINANCIAL YEAR 2021-22. THE BOARD AS A WHOLE, ITS COMMITTEES, THE CHAIRPERSON AND INDIVIDUAL DIRECTORS WERE ALSO SEPARATELY EVALUATED IN THE MEETING OF THE INDEPENDENT DIRECTORS AND AT THE MEETING OF THE BOARD OF DIRECTORS. THE PROCESS OF REVIEW OF NON-INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE AND ALSO ITS COMMITTEES WERE UNDERTAKEN IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS HELD ON 30TH MARCH 2022, WITHOUT THE ATTENDANCE OF NON-INDEPENDENT DIRECTORS AND MEMBERS OF THE MANAGEMENT. AT THE MEETING, THE PERFORMANCE OF THE CHAIRMAN OF THE COMPANY WAS REVIEWED TAKING INTO ACCOUNT THE VIEWS OF THE EXECUTIVE DIRECTOR, NON-EXECUTIVE DIRECTORS AND INDEPENDENT DIRECTORS. THE MEETING ALSO ASSESSED THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION REQUIRED FOR THE BOARD TO PERFORM ITS DUTIES PROPERLY. THE INDEPENDENT DIRECTORS ALSO DISCUSSED THE EFFECT AND HANDLING OF COVID-19, BOARD PROCESSES, FEEDBACK GIVEN THROUGH BOARD EVALUATION, FUTURE GROWTH AND STRATEGY OF THE COMPANY AND DEVELOPMENT OF FUTURE MANAGEMENT OF THE COMPANY. THE ENTIRE BOARD, EXCLUDING THE DIRECTOR BEING EVALUATED, EVALUATED THE PERFORMANCE OF EACH INDEPENDENT DIRECTOR. THE DIRECTORS HAVE EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS CONDUCTED. |
| THE EVALUATION OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS FOR THE FINANCIAL YEAR 2020-21 WAS UNDERTAKEN IN COMPLIANCE WITH THE PROVISIONS OF SECTION 134(3)(P) AND SCHEDULE IV OF THE ACT. THE BOARD WAS OF THE VIEW THAT THE PERFORMANCE OF THE BOARD OF DIRECTORS AS A WHOLE WAS ADEQUATE AND IT FULFILLED THE PARAMETERS STIPULATED IN THE EVALUATION FRAMEWORK IN ITS PRO-GROWTH ACTIVITY AND FACING CHALLENGING OPERATIONAL AND ECONOMIC ADVERSITIES DURING THE YEAR. THE BOARD ALSO ENSURED THAT THE COMMITTEES FUNCTIONED ADEQUATELY AND INDEPENDENTLY IN TERMS OF THE REQUIREMENTS OF THE ACT AND THE LISTING REGULATIONS, AND AT THE SAME TIME SUPPORTED AS WELL AS COORDINATED WITH THE BOARD TO HELP IN ITS DECISION MAKING. THE INDIVIDUAL DIRECTOR’S PERFORMANCE WAS ALSO EVALUATED AND THE BOARD WAS OF THE VIEW THAT THE DIRECTORS FULFILLED THEIR APPLICABLE RESPONSIBILITIES AND DUTIES AS LAID DOWN BY THE ACT AND THE LISTING REGULATIONS AND AT THE SAME TIME CONTRIBUTED WITH THEIR VALUABLE KNOWLEDGE, EXPERIENCE AND EXPERTISE FOR THE FUNCTIONING OF THE COMPANY AND COUNTER AT THE ADVERSE CHALLENGES FACED BY THE COMPANY DURING THE YEAR. EVALUATION WAS ALSO CARRIED OUT BY THE INDEPENDENT DIRECTORS OF THE NON-INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE AND THE CHAIRMAN OF THE COMPANY, CONSIDERING THE VIEWS OF EXECUTIVE AND NON-EXECUTIVE DIRECTORS. THE PERFORMANCE OF ALL THE DIRECTORS AND CHAIRMAN WAS FOUND TO BE EXTREMELY SATISFACTORY IN THE PRESENT SCENARIO. |
| AS THE COMPANY’S BOARD OF DIRECTORS WAS RECONSTITUTED BY THE MONITORING COMMITTEE ON THE “EFFECTIVE DATE” IE. 6TH JANUARY 2025, THE BOARD EVALUATION FOR THE LIMITED PERIOD OF THE FINANCIAL YEAR VIZ. FROM 6TH JANUARY 2025 TILL 31ST MARCH 2025, WAS CONDUCTED AS PER RECOMMENDATIONS OF THE NOMINATION & REMUNERATION COMMITTEE. IN ACCORDANCE WITH THE PROVISIONS OF THE COMPANIES ACT, 2013 AND REGULATION 17(10) OF THE SEBI LISTING REGULATIONS, A BOARD EVALUATION POLICY IS IN PLACE FOR EVALUATION OF THE CHAIRPERSON, INDIVIDUAL DIRECTORS, COMMITTEES AND THE BOARD. A STRUCTURED QUESTIONNAIRE DEVELOPED BY THE NOMINATION & REMUNERATION COMMITTEE COVERING VARIOUS ASPECTS OF THE BOARD’S FUNCTIONING, BOARD CULTURE, PERFORMANCE OF SPECIFIC DUTIES BY DIRECTORS AND CONTRIBUTION TO THE BOARD PROCEEDINGS WAS CIRCULATED TO MEMBERS OF THE BOARD FOR THE FINANCIAL YEAR 2024-25. THE BOARD AS A WHOLE, ITS COMMITTEES, THE CHAIRPERSON AND INDIVIDUAL DIRECTORS WERE ALSO SEPARATELY EVALUATED IN THE MEETING OF THE INDEPENDENT DIRECTORS HELD ON 26TH MARCH 2025. THE MEETING INTER ALIA ASSESSED THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION REQUIRED FOR THE BOARD TO PERFORM ITS DUTIES PROPERLY. THE ENTIRE BOARD, EXCLUDING THE DIRECTOR BEING EVALUATED, EVALUATED THE PERFORMANCE OF EACH INDEPENDENT DIRECTOR. |
| THE SCOPE OF BOARD EVALUATION DURING EVERY FINANCIAL YEAR INCLUDES PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS AS WHOLE, ITS INDIVIDUAL MEMBERS AND FUNCTIONAL COMMITTEES. HOWEVER, IN VIEW OF THE NCLT ORDER DATED 29TH APRIL 2022 IMPOSING THE CORPORATE INSOLVENCY RESOLUTION PROCESS UNDER THE INSOLVENCY CODE 2016, THE BOARD OF DIRECTORS OF THE COMPANY REMAINED SUSPENDED WITH IMMEDIATE EFFECT UNDER SECTION 17 OF THE CODE AND HENCE, NO BOARD EVALUATION WAS CONDUCTED DURING THE FINANCIAL YEAR 2022-23. |