PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013 (‘‘THE ACT’’) AND SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 (‘‘THE SEBI LISTING REGULATIONS’’), THE BOARD HAS CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, BOARD COMMITTEES AND INDIVIDUAL DIRECTORS. THE PERFORMANCE OF THE BOARD WAS EVALUATED BY THE BOARD AFTER SEEKING INPUTS FROM ALL THE DIRECTORS ON THE BASIS OF CRITERIA, SUCH AS, BOARD COMPOSITION AND STRUCTURE, UNDERSTANDING BUSINESS AND RISKS, EFFECTIVENESS OF BOARD PROCESSES AND PROCEDURES, OVERSIGHT OF FINANCIAL REPORTING PROCESS INCLUDING INTERNAL CONTROLS AND AUDIT FUNCTIONS, ETHICS AND COMPLIANCE AND MONITORING ACTIVITIES, ETC. THE PERFORMANCE OF THE COMMITTEES WERE EVALUATED BY THE BOARD AFTER SEEKING INPUTS FROM THE COMMITTEE MEMBERS ON THE BASIS OF CRITERIA, SUCH AS, COMPOSITION OF COMMITTEE, EFFECTIVENESS OF COMMITTEE MEETINGS, ETC. THE PERFORMANCE OF INDIVIDUAL DIRECTORS WAS EVALUATED ON PARAMETERS AS DEFINED BY THE BOARD AND THE NOMINATION AND REMUNERATION COMMITTEE, INTER ALIA, SUCH AS REGULARITY, PREPARATORY, PARTICIPATION AT THE BOARD MEETINGS, TIMELY EXECUTION OF ACTION ITEMS, RECOMMENDATIONS AND THEIR PERIODIC UPDATE TO THE BOARD, EFFECTIVE AND SUCCESSFUL RELATIONSHIPS AND COMMUNICATION WITH FELLOW BOARD MEMBERS AND SENIOR MANAGEMENT, QUALITY AND VALUE OF THEIR CONTRIBUTIONS AT BOARD MEETINGS, ADHERENCE TO THE COMPANY’S POLICIES AND RESOLUTIONS, DEVOTING TIME AND EFFORT TO UNDERSTAND THE COMPANY AND ITS BUSINESS ETC. IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS, THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE AND CHAIRMAN OF THE COMPANY WAS EVALUATED, TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE AND NON- EXECUTIVE DIRECTORS. PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE ENTIRE BOARD, EXCLUDING THE RESPECTIVE INDEPENDENT DIRECTOR BEING EVALUATED.AS AN OUTCOME OF THE ABOVE EXERCISE, IT WAS NOTED THAT THE BOARD AS A WHOLE IS FUNCTIONING AS A COHESIVE BODY WHICH IS WELL ENGAGED WITH DIFFERENT PERSPECTIVES. THE BOARD HAS A RIGHT BALANCE OF DISCUSSION BETWEEN STRATEGIC AND OPERATIONAL ISSUES. THE BOARD MEMBERS FROM DIFFERENT BACKGROUNDS BRING ABOUT DIFFERENT COMPLEMENTARITIES AND DELIBERATIONS IN THE BOARD AND COMMITTEE MEETINGS ARE ENRICHED BY SUCH DIVERSITY AND COMPLEMENTARITIES. |