THE BOARD HAS CONDUCTED AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, INDIVIDUAL DIRECTORS, COMMITTEES OF THE BOARD AND THAT OF ITS NON-EXECUTIVE CHAIRPERSON, IN TERMS OF THE RELEVANT PROVISIONS OF THE ACT, RULES MADE THEREUNDER AND SEBI LISTING REGULATIONS. THE NOMINATION AND REMUNERATION COMMITTEE (''NRC'') HAS DEFINED THE EVALUATION CRITERIA AND PROCEDURE FOR THE PERFORMANCE EVALUATION PROCESS FOR THE BOARD, ITS COMMITTEES AND DIRECTORS INCLUDING INDEPENDENT DIRECTORS. THE CRITERIA FOR BOARD EVALUATION INCLUDES INTER ALIA, COMPOSITION AND STRUCTURE, EFFECTIVENESS OF BOARD PROCESSES, INFORMATION AND FUNCTIONING OF THE BOARD, ETC. THE CRITERIA FOR EVALUATION OF THE COMMITTEES OF THE BOARD INCLUDES MANDATE OF THE COMMITTEE AND COMPOSITION AND EFFECTIVENESS OF THE COMMITTEE, ETC. THE CRITERIA FOR EVALUATION OF INDIVIDUAL DIRECTORS INCLUDE ASPECTS SUCH AS PROFESSIONAL QUALIFICATIONS, PRIOR EXPERIENCE, INTEGRITY, INDEPENDENCE AND CONTRIBUTION OF THE INDIVIDUAL DIRECTOR TO THE BOARD AND COMMITTEE MEETINGS LIKE PREPAREDNESS ON THE ISSUES TO BE DISCUSSED, MEANINGFUL AND CONSTRUCTIVE CONTRIBUTION AND INPUTS IN MEETINGS, ETC. IN ADDITION, THE PERFORMANCE OF THE CHAIRPERSON IS ALSO EVALUATED ON KEY ASPECTS OF HIS ROLE, INCLUDING EFFECTIVENESS OF LEADERSHIP AND ABILITY TO STEER MEETINGS, IMPARTIALITY, ABILITY TO KEEP SHAREHOLDERS’ INTERESTS IN MIND AND EFFECTIVENESS AS CHAIRPERSON. THE ABOVE CRITERIA ARE BASED ON THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY THE SEBI ON JANUARY 5, 2017. THE NRC HAS EVALUATED THE PERFORMANCE OF INDIVIDUAL DIRECTORS. THE PERFORMANCE EVALUATION OF THE NON-INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE WAS CARRIED OUT BY THE INDEPENDENT DIRECTORS. THE PERFORMANCE EVALUATION OF THE CHAIRPERSON OF THE COMPANY WAS ALSO CARRIED OUT BY THE INDEPENDENT DIRECTORS TAKING INTO ACCOUNT THE VIEWS OF THE EXECUTIVE DIRECTOR AND NON-EXECUTIVE DIRECTORS. PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE ENTIRE BOARD EXCLUDING THE DIRECTOR BEING EVALUATED. THE ANNUAL PERFORMANCE EVALUATION WAS CARRIED OUT BY THE BOARD IN RESPECT OF ITS OWN PERFORMANCE AS WELL AS THE EVALUATION OF THE WORKING OF ITS AUDIT, NOMINATION AND REMUNERATION, STAKEHOLDERS RELATIONSHIP, CORPORATE SOCIAL RESPONSIBILITY, RISK MANAGEMENT AND INVENTORY APPROVAL COMMITTEES. A STRUCTURED QUESTIONNAIRE WAS PREPARED AND CIRCULATED AMONGST THE DIRECTORS, COVERING VARIOUS ASPECTS OF THE EVALUATION SUCH AS ADEQUACY OF THE SIZE AND COMPOSITION OF THE BOARD AND COMMITTEES THEREOF WITH REGARDS TO SKILL, EXPERIENCE, INDEPENDENCE, EXECUTION AND PERFORMANCE OF SPECIFIC DUTIES, DIVERSITY, ATTENDANCE AND ADEQUACY OF TIME GIVEN BY THE DIRECTORS TO DISCHARGE THEIR DUTIES, PREPAREDNESS ON THE ISSUES TO BE DISCUSSED, MEANINGFUL AND CONSTRUCTIVE CONTRIBUTIONS, INPUTS AT THE MEETINGS, CORPORATE GOVERNANCE PRACTICES, ETC. THE DIRECTORS EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS. |