PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013 AND REGULATION 17 OF THE LISTING REGULATIONS, THE BOARD HAS CARRIED OUT THE ANNUAL EVALUATION OF ITS OWN PERFORMANCE, ITS COMMITTEES AND DIRECTORS INDIVIDUALLY. A STRUCTURED QUESTIONNAIRE WAS PREPARED AFTER CIRCULATING THE DRAFT FORMS, COVERING VARIOUS ASPECTS OF THE BOARD’S FUNCTIONING SUCH AS ADEQUACY OF THE COMPOSITION OF THE BOARD AND ITS COMMITTEES, BOARD CULTURE, EXECUTION AND PERFORMANCE OF SPECIFIC DUTIES, OBLIGATIONS AND GOVERNANCE. THE PERFORMANCE OF THE BOARD WAS EVALUATED ON THE BASIS OF VARIOUS CRITERIA SUCH AS COMPOSITION OF THE BOARD, INFORMATION FLOW TO THE BOARD AND ITS DYNAMISM, STRATEGIC ISSUES, ROLES AND FUNCTIONS OF THE BOARD, RELATIONSHIP WITH THE MANAGEMENT, ENGAGEMENT WITH THE BOARD AND EXTERNAL STAKEHOLDERS AND OTHER DEVELOPMENT AREAS. THE PERFORMANCE OF THE COMMITTEES WAS EVALUATED AFTER SEEKING THE INPUTS OF COMMITTEE MEMBERS ON THE CRITERIA SUCH AS UNDERSTANDING THE TERMS OF REFERENCE, COMMITTEE COMPOSITION, INDEPENDENCE, CONTRIBUTIONS TO BOARD DECISIONS, ETC. THE PERFORMANCE OF THE INDIVIDUAL DIRECTORS WAS EVALUATED AFTER SEEKING INPUTS FROM ALL THE DIRECTORS OTHER THAN THE ONE WHO IS BEING EVALUATED. THE EVALUATION WAS BASED ON THE CRITERIA SUCH AS DIRECTOR’S KNOWLEDGE AND UNDERSTANDING OF THEIR ROLE, COMPANY’S VISION AND MISSION, MARKET POTENTIAL, DIRECTOR’S COMMITMENT, QUALIFICATION, SKILL AND EXPERIENCE, OPENNESS IN COMMUNICATION, FULFILLMENT OF THE INDEPENDENCE CRITERIA AS SPECIFIED IN THESE REGULATIONS AND THEIR INDEPENDENCE FROM THE MANAGEMENT (IN CASE OF INDEPENDENT DIRECTORS) ETC SUBJECT TO THE SCHEDULE IV OF THE COMPANIES ACT, 2013. THE PERFORMANCE OF THE BOARD CHAIRPERSON WAS EVALUATED AFTER SEEKING THE INPUTS FROM ALL THE DIRECTORS OTHER THAN THE BOARD CHAIRPERSON, ON THE BASIS OF THE CRITERIA SUCH AS CHAIRPERSON’S ROLE, ACCOUNTABILITY AND RESPONSIBILITIES, PROMOTION OF EFFECTIVE RELATIONSHIP AND OPEN COMMUNICATION, POSITIVE AND APPROPRIATE WORKING RELATIONSHIP WITH OTHER EXECUTIVE DIRECTORS, COMMITMENT, ETC. THE BOARD EVALUATION REPORT WAS SUBMITTED TO THE BOARD CHAIRPERSON AND THE CHAIRPERSON OF NOMINATION AND REMUNERATION COMMITTEE. THE BOARD CHAIRPERSON DISCUSSED THE OUTCOME OF EVALUATION OF THE INDIVIDUAL DIRECTORS SEPARATELY WITH THEM IN DETAIL. THE EVALUATION REPORT CONTAINS AN EXECUTIVE SUMMARY OF FINDINGS AND SEVERAL KEY RECOMMENDATIONS FROM THE EVALUATION PROCESS. THE REPORT OF THE BOARD EVALUATION WAS ADOPTED AT THE NRC AND THE BOARD MEETINGS. |