| PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013 AND REGULATION 17(10) OF SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, THE BOARD OF DIRECTORS HAS UNDERTAKEN AN EVALUATION OF ITS OWN PERFORMANCE, THE PERFORMANCE OF ITS COMMITTEES AND OF ALL THE INDIVIDUAL DIRECTORS BASED ON VARIOUS PARAMETERS RELATING TO ROLES, RESPONSIBILITIES AND OBLIGATIONS OF THE BOARD, EFFECTIVENESS OF ITS FUNCTIONING, CONTRIBUTION OF DIRECTORS AT MEETINGS AND THE FUNCTIONING OF ITS COMMITTEES. THE DIRECTORS EXPRESS THEIR SATISFACTION WITH THE EVALUATION PROCESS. THE BOARD EVALUATED ITS PERFORMANCE AFTER SEEKING INPUTS FROM ALL THE DIRECTORS ON THE BASIS OF CRITERIA SUCH AS THE BOARD COMPOSITION AND STRUCTURE, EFFECTIVENESS OF BOARD PROCESSES, INFORMATION AND FUNCTIONING, ETC. THE PERFORMANCE OF THE COMMITTEES WAS EVALUATED BY THE BOARD AFTER SEEKING INPUTS FROM THE COMMITTEE MEMBERS ON THE BASIS OF CRITERIA SUCH AS THE COMPOSITION OF COMMITTEES, EFFECTIVENESS OF COMMITTEE MEETINGS, ETC. THE ABOVE CRITERIA ARE BROADLY BASED ON THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA. THE CHAIRMAN OF THE BOARD HAD ONE-ON-ONE MEETINGS WITH THE INDEPENDENT DIRECTORS AND THE CHAIRMAN OF NRC HAD ONE-ON-ONE MEETINGS WITH THE EXECUTIVE AND NON-EXECUTIVE, NON-INDEPENDENT DIRECTORS. THESE MEETINGS WERE INTENDED TO OBTAIN DIRECTORS’ INPUTS ON EFFECTIVENESS OF THE BOARD/COMMITTEE PROCESSES. THE BOARD AND THE NRC REVIEWED THE PERFORMANCE OF INDIVIDUAL DIRECTORS ON THE BASIS OF CRITERIA SUCH AS THE 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 A SEPARATE MEETING OF INDEPENDENT DIRECTORS, PERFORMANCE OF NON-INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE AND THE CHAIRMAN OF THE BOARD AFTER TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTORS WAS EVALUATED. THE BOARD AND THE NOMINATION AND REMUNERATION REVIEWED THE PERFORMANCE OF INDIVIDUAL DIRECTORS ON THE BASIS OF CRITERIA SUCH AS THE 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 THE BOARD MEETING THAT FOLLOWED THE MEETING OF THE INDEPENDENT DIRECTORS AND MEETING OF THE NRC, THE PERFORMANCE OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS WAS ALSO DISCUSSED. PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS DONE BY THE ENTIRE BOARD, EXCLUDING THE INDEPENDENT DIRECTOR BEING EVALUATED. BASED ON INPUTS RECEIVED FROM THE MEMBERS, IT EMERGED THAT THE BOARD HAS A GOOD MIX OF COMPETENCY, EXPERIENCE, QUALIFICATIONS AND DIVERSITY. EACH BOARD MEMBER CONTRIBUTED IN HIS/HER OWN MANNER TO THE COLLECTIVE WISDOM OF THE BOARD, KEEPING IN MIND HIS/HER OWN BACKGROUND AND EXPERIENCE. THERE WAS ACTIVE PARTICIPATION AND ADEQUATE TIME WAS GIVEN FOR DISCUSSING STRATEGY. OVERALL, THE BOARD WAS FUNCTIONING VERY WELL IN A COHESIVE AND INTERACTIVE MANNER. |