IN COMPLIANCE WITH THE PROVISIONS OF THE ACT, AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, THE PERFORMANCE EVALUATION WAS CARRIED OUT AS UNDER: • BOARD: 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: THE PERFORMANCE OF THE AUDIT COMMITTEE, THE CORPORATE SOCIAL RESPONSIBILITY COMMITTEE, THE NOMINATION AND REMUNERATION COMMITTEE AND THE STAKEHOLDERS RELATIONSHIP 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, THE RULES FRAMED THEREUNDER AND THE LISTING AGREEMENT/SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015. • INDIVIDUAL DIRECTORS: 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 WAS OF THE UNANIMOUS VIEW THAT EACH INDEPENDENT DIRECTOR WAS A REPUTED PROFESSIONAL AND BROUGHT HIS/HER RICH EXPERIENCE TO THE DELIBERATIONS OF THE BOARD • NON-INDEPENDENT DIRECTORS: THE PERFORMANCE OF EACH OF THE NON-INDEPENDENT DIRECTORS (INCLUDING THE CHAIRPERSON) 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 EACH OF THE NON-INDEPENDENT DIRECTORS WAS PROVIDING GOOD BUSINESS AND PEOPLE LEADERSHIP. |