PURSUANT TO THE PROVISIONS OF THE ACT AND SEBI LISTING REGULATIONS, PERFORMANCE EVALUATION WAS CARRIED OUT AS UNDER: BOARD OF DIRECTORS IN ACCORDANCE WITH THE CRITERIA SUGGESTED BY THE NOMINATION AND REMUNERATION COMMITTEE, THE BOARD OF DIRECTORS EVALUATED THE PERFORMANCE OF THE BOARD, HAVING REGARD TO VARIOUS CRITERIA SUCH AS BOARD COMPOSITION, BOARD PROCESSES AND BOARD DYNAMICS. THE INDEPENDENT DIRECTORS, AT THEIR SEPARATE MEETING, ALSO EVALUATED THE PERFORMANCE OF THE BOARD AS A WHOLE BASED ON VARIOUS CRITERIA. THE BOARD AND THE INDEPENDENT DIRECTORS WERE OF THE UNANIMOUS VIEW THAT PERFORMANCE OF THE BOARD OF DIRECTORS AS A WHOLE WAS SATISFACTORY. COMMITTEES OF THE BOARD OF DIRECTORS THE PERFORMANCE OF THE AUDIT COMMITTEE, THE CORPORATE SOCIAL RESPONSIBILITY COMMITTEE, THE NOMINATION AND REMUNERATION COMMITTEE, THE STAKEHOLDERS’ RELATIONSHIP COMMITTEE AND THE RISK MANAGEMENT COMMITTEE WAS EVALUATED BY THE BOARD HAVING REGARD TO VARIOUS CRITERIA SUCH AS COMMITTEE COMPOSITION, COMMITTEE PROCESSES AND COMMITTEE DYNAMICS. THE BOARD WAS OF THE UNANIMOUS VIEW THAT ALL THE COMMITTEES WERE PERFORMING THEIR FUNCTIONS SATISFACTORILY AND ACCORDING TO THE MANDATE PRESCRIBED BY THE BOARD UNDER THE REGULATORY REQUIREMENTS INCLUDING THE PROVISIONS OF THE ACT READ WITH THE RULES MADE THEREUNDER AND SEBI LISTING REGULATIONS. INDIVIDUAL DIRECTORS (A) INDEPENDENT DIRECTORS: IN ACCORDANCE WITH THE CRITERIA SUGGESTED BY THE NOMINATION AND REMUNERATION COMMITTEE, THE PERFORMANCE OF EACH INDEPENDENT DIRECTOR WAS EVALUATED BY THE ENTIRE BOARD OF DIRECTORS (EXCLUDING THE DIRECTOR BEING EVALUATED) ON VARIOUS PARAMETERS LIKE QUALIFICATION, EXPERIENCE, AVAILABILITY AND ATTENDANCE, INTEGRITY, COMMITMENT, GOVERNANCE, INDEPENDENCE, COMMUNICATION, PREPAREDNESS, PARTICIPATION AND VALUE ADDITION. THE BOARD APPRECIATED THE CONTRIBUTION MADE BY ALL THE INDEPENDENT DIRECTORS IN GUIDING THE MANAGEMENT AND CONCLUDED THAT CONTINUANCE OF EACH INDEPENDENT DIRECTOR ON THE BOARD WILL BE IN THE INTEREST OF THE COMPANY. THE BOARD WAS ALSO OF THE UNANIMOUS VIEW THAT EACH INDEPENDENT DIRECTOR WAS A REPUTED PROFESSIONAL AND BROUGHT HIS/HER RICH EXPERIENCE TO THE DELIBERATIONS OF THE BOARD. (B) NON-INDEPENDENT DIRECTORS: THE PERFORMANCE OF EACH OF THE NON-INDEPENDENT DIRECTORS (INCLUDING THE EXECUTIVE CHAIRMAN) WAS EVALUATED BY THE INDEPENDENT DIRECTORS AT THEIR SEPARATE MEETING. FURTHER, THEIR PERFORMANCE WAS ALSO EVALUATED BY THE BOARD OF DIRECTORS. VARIOUS CRITERIA CONSIDERED FOR THE PURPOSE OF EVALUATION INCLUDED QUALIFICATION, EXPERIENCE, AVAILABILITY AND ATTENDANCE, INTEGRITY, COMMITMENT, GOVERNANCE, COMMUNICATION ETC. THE INDEPENDENT DIRECTORS AND THE BOARD WERE OF THE UNANIMOUS VIEW THAT ALL THE NON-INDEPENDENT DIRECTORS WERE PROVIDING GOOD BUSINESS AND PEOPLE LEADERSHIP. |