FOR EVALUATION OF THE ENTIRE BOARD AND ITS COMMITTEES A STRUCTURED QUESTIONNAIRE, COVERING VARIOUS ASPECTS OF THE FUNCTIONING OF THE BOARD AND ITS COMMITTEE, SUCH AS, ADEQUACY OF THE CONSTITUTION AND COMPOSITION OF THE BOARD AND ITS COMMITTEES, MATTERS ADDRESSED IN THE BOARD AND COMMITTEE MEETINGS, PROCESSES FOLLOWED AT THE MEETING, BOARD`S FOCUS, REGULATORY COMPLIANCES AND CORPORATE GOVERNANCE, ETC., IS IN PLACE. EVALUATION OF BOARD AS A WHOLE AND THE COMMITTEES IS DONE BY THE INDIVIDUAL DIRECTORS, FOLLOWED BY SUBMISSION OF COLLATION TO THE NRC AND FEEDBACK TO THE BOARD. THE CRITERIA FOR EVALUATION OF INDEPENDENT DIRECTORS DONE BY THE ENTIRE BOARD OF DIRECTORS INCLUDES (A) PERFORMANCE OF THE DIRECTORS: FOR EVALUATION OF INDIVIDUAL DIRECTOR’S PERFORMANCE, THE QUESTIONNAIRE COVERS VARIOUS PARAMETERS LIKE HIS/HER PROFILE, CONTRIBUTION IN BOARD AND COMMITTEE MEETINGS, EXECUTION AND PERFORMANCE OF SPECIFIC DUTIES, OBLIGATIONS, REGULATORY COMPLIANCES AND GOVERNANCE, ETC. ADDITIONAL CRITERIA FOR EVALUATION OF INDEPENDENT DIRECTORS INCLUDE EFFECTIVE DEPLOYMENT OF KNOWLEDGE AND EXPERTISE, COMMITMENT TO HIS/HER ROLE TOWARDS THE COMPANY AND VARIOUS STAKEHOLDERS, WILLINGNESS TO DEVOTE TIME AND EFFORTS TOWARDS HIS/HER ROLE, HIGH ETHICAL STANDARDS, ADHERENCE TO APPLICABLE CODES AND POLICIES, EFFECTIVE PARTICIPATION AND APPLICATION OF OBJECTIVE INDEPENDENT JUDGMENT DURING MEETINGS, ETC. (B) FULFILLMENT OF THE INDEPENDENCE CRITERIA AS SPECIFIED IN THESE REGULATIONS AND THEIR INDEPENDENCE FROM THE MANAGEMENT: EVALUATION BY EVERY BOARD MEMBERS ARE CARRIED OUT BESIDES TAKING DECLARATION FROM EACH OF THE INDEPENDENT DIRECTORS. EVALUATION DONE BY BOARD MEMBERS EXCLUDING THE DIRECTOR BEING EVALUATED IS SUBMITTED TO THE CHAIRMAN OF YOUR COMPANY AND INDIVIDUAL FEEDBACK PROVIDED TO EACH DIRECTOR. THE PERFORMANCE OF CHAIRMAN AND EXECUTIVE DIRECTORS ARE EVALUATED ON CERTAIN ADDITIONAL PARAMETERS DEPENDING UPON THEIR ROLES AND RESPONSIBILITIES. FOR THE CHAIRMAN THE CRITERIA INCLUDES LEADERSHIP, RELATIONSHIP WITH STAKEHOLDERS ETC., FOR THE EXECUTIVE DIRECTORS THE CRITERIA INCLUDES EXECUTION OF BUSINESS PLANS, RISK MANAGEMENT, ACHIEVEMENT OF BUSINESS TARGETS, DEVELOPMENT OF PLANS AND POLICIES ALIGNED TO THE VISION AND MISSION OF THE COMPANY, ETC. EVALUATION AS DONE BY THE INDIVIDUAL DIRECTORS IS SUBMITTED TO THE CHAIRPERSON OF THE NRC AND SUBSEQUENTLY TO THE BOARD. THE INDEPENDENT DIRECTORS MET SEPARATELY ON 11 FEBRUARY 2022 DURING THE FINANCIAL YEAR ENDED 31 MARCH 2022. THE NOMINATION AND REMUNERATION COMMITTEE HAS ALSO CARRIED OUT EVALUATION OF EVERY DIRECTOR’S PERFORMANCE. THE PERFORMANCE EVALUATION OF ALL THE INDEPENDENT DIRECTORS HAVE BEEN DONE BY THE ENTIRE BOARD, EXCLUDING THE DIRECTOR BEING EVALUATED. ON THE BASIS OF PERFORMANCE EVALUATION DONE BY THE BOARD, IT DETERMINES WHETHER TO EXTEND OR CONTINUE THEIR TERM OF APPOINTMENT, WHENEVER THE RESPECTIVE TERM EXPIRES. THE DIRECTORS EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS. |