YOUR COMPANY BELIEVES THAT SYSTEMATIC EVALUATION CONTRIBUTES SIGNIFICANTLY TO IMPROVED PERFORMANCE AT THE THREE LEVELS; ORGANIZATIONAL, BOARD AND INDIVIDUAL BOARD MEMBER. IT ENCOURAGES THE LEADERSHIP, TEAMWORK, ACCOUNTABILITY, DECISION MAKING, COMMUNICATION AND EFFICIENCY OF THE BOARD. EVALUATION ALSO ENSURES TEAMWORK BY CREATING BETTER UNDERSTANDING OF BOARD DYNAMICS, MANAGEMENT RELATIONS AND THINKING AS A GROUP WITHIN THE BOARD. THE PROCESS INCLUDES MULTI LAYERED EVALUATION BASED ON WELL-DEFINED CRITERIA CONSISTING OF RELEVANT PARAMETERS. DURING THE YEAR UNDER REVIEW, THE BOARD ADOPTED A FORMAL MECHANISM FOR EVALUATING ITS OWN PERFORMANCE, THE DIRECTORS INDIVIDUALLY INCLUDING THE CHAIRMAN OF THE BOARD AS WELL AS THE EVALUATION OF THE WORKING OF ITS COMMITTEES. A STRUCTURED QUESTIONNAIRE WAS PREPARED AFTER TAKING INTO CONSIDERATION INPUTS RECEIVED FROM THE DIRECTORS, COVERING VARIOUS ASPECT OF THE BOARD’S FUNCTIONING SUCH AS ADEQUACY OF THE COMPOSITION OF THE BOARD AND ITS COMMITTEES, BOARD CULTURE, EXPERIENCE AND COMPETENCIES, EXECUTION AND PERFORMANCE OF SPECIFIC DUTIES, OBLIGATIONS AND GOVERNANCE. AS REQUIRED UNDER SECTION 134(3)(P) OF THE COMPANIES ACT, 2013 AND REGULATION 17(10) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, THE BOARD OF DIRECTORS ASSESSED THE PERFORMANCE OF INDEPENDENT DIRECTORS AS PER THE CRITERIA LAID DOWN AND HAVE RECOMMENDED THEIR CONTINUATION ON THE BOARD OF YOUR COMPANY. A SEPARATE EXERCISE WAS CARRIED OUT TO EVALUATE THE PERFORMANCE OF THE INDEPENDENT DIRECTORS AND INDIVIDUAL DIRECTORS INCLUDING THE CHAIRMAN OF THE BOARD, WHO WERE EVALUATED ON THE PARAMETERS SUCH AS RELEVANT EXPERIENCE, EXPERTISE AND SKILLS; DEVOTION OF TIME AND ATTENTION TO YOUR COMPANY’S LONG TERM STRATEGIC ISSUES, ADDRESSING THE MOST RELEVANT ISSUES FOR YOUR COMPANY, DISCUSSING AND ENDORSING YOUR COMPANY’S STRATEGY, PROFESSIONAL CONDUCT, ETHICS AND INTEGRITY, ABILITY AND WILLINGNESS TO SPEAK UP, FOCUS ON SHAREHOLDER VALUE CREATION, HIGH GOVERNANCE STANDARDS, KNOWLEDGE OF BUSINESS, PROCESS AND PROCEDURE FOLLOWED, OPENNESS OF DISCUSSION/ INTEGRITY, RELATIONSHIP WITH MANAGEMENT, IMPACT ON KEY MANAGEMENT DECISIONS, LEVEL OF ATTENDANCE, ENGAGEMENT AND CONTRIBUTION, INDEPENDENCE OF JUDGEMENT, SAFEGUARDING THE INTEREST OF YOUR COMPANY AND ITS MINORITY SHAREHOLDER’S INTEREST ETC. THE PERFORMANCE EVALUATION OF THE INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE ENTIRE BOARD, EXCLUDING THE INDEPENDENT DIRECTOR BEING EVALUATED AND THE PERFORMANCE EVALUATION OF THE CHAIRMAN AND NON-INDEPENDENT DIRECTORS (EXECUTIVE DIRECTORS) WAS CARRIED OUT BY THE INDEPENDENT DIRECTORS. HAVING REGARD TO THE INDUSTRY, SIZE AND NATURE OF BUSINESS YOUR COMPANY IS ENGAGED IN, THE BOARD EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS WHICH IS SUFFICIENT, APPROPRIATE AND FOUND TO BE SERVING THE PURPOSE. YOUR DIRECTORS HAVE EXPRESSED THEIR SATISFACTION FOR THE EVALUATION PROCESS, EVALUATION RESULTS, WHICH REFLECTED THE OVERALL ENGAGEMENT AND THE EFFECTIVENESS OF THE BOARD AND ITS COMMITTEES. |