| THE NOMINATION AND REMUNERATION COMMITTEE (NRC) OF THE COMPANY FORMULATED AND LAID DOWN CRITERIA FOR PERFORMANCE EVALUATION OF THE BOARD (INCLUDING COMMITTEES) AND EVERY DIRECTOR (INCLUDING INDEPENDENT DIRECTORS) PURSUANT TO PROVISIONS OF SECTION 134, SECTION 149 READ WITH CODE OF INDEPENDENT DIRECTORS (SCHEDULE IV) AND SECTION 178 OF THE COMPANIES ACT, 2013 AND THE REGULATION 19 OF SEBI LISTING REGULATIONS, 2015 COVERING INTER-ALIA THE FOLLOWING PARAMETERS: I) FOR BOARD EVALUATION : – QUALIFICATION AND EXPERIENCE, STANDARD OF INTEGRITY, PUBLIC RELATIONS, FUTURE VISION AND INNOVATION, DEGREE OF FULFILLMENT OF KEY RESPONSIBILITIES; BOARD CULTURE AND DYNAMICS. II) BOARD COMMITTEE EVALUATION : – QUALIFICATION AND EXPERIENCE OF MEMBERS, DEPTH OF REVIEW OF FINANCIAL PERFORMANCE, REVIEW OF REGULATORY COMPLIANCES, FRAUD MONITORING, EFFECTIVENESS OF MEETINGS; COMMITTEE DYNAMICS. III) INDIVIDUAL DIRECTOR EVALUATION (INCLUDING IDS): - QUALIFICATION AND EXPERIENCE, ATTENDANCE IN BOARD MEETINGS/AGM, UNDERSTANDING THE COMPANIES BUSINESS, CONTRIBUTION AT BOARD MEETINGS. FURTHER, THE CHAIRMAN AND MANAGING DIRECTOR (CMD) IS EVALUATED ON KEY ASPECTS OF HIS ROLE WHICH INCLUDES INTER-ALIA EFFECTIVE LEADERSHIP TO THE BOARD. DURING THE YEAR UNDER REVIEW, THE INDEPENDENT DIRECTORS OF YOUR COMPANY REVIEWED THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS AND CHAIRPERSON OF YOUR COMPANY, TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTOR AND NON-EXECUTIVE DIRECTORS. FURTHER, THE INDEPENDENT DIRECTORS HOLD AN UNANIMOUS OPINION THAT THE NON-INDEPENDENT DIRECTORS, INCLUDING THE CHAIRMAN AND MANAGING DIRECTOR BRING TO THE BOARD, ABUNDANT KNOWLEDGE IN THEIR RESPECTIVE FIELD AND ARE EXPERTS IN THEIR AREAS. BESIDES, THEY ARE INSIGHTFUL, CONVINCING, ASTUTE, WITH A KEEN SENSE OF OBSERVATION, MATURE AND HAVE A DEEP KNOWLEDGE OF YOUR COMPANY. THE BOARD AS A WHOLE IS AN INTEGRATED, BALANCED AND COHESIVE UNIT WHERE DIVERSE VIEWS ARE EXPRESSED AND DIALOGUED WHEN REQUIRED, WITH EACH DIRECTOR BRINGING PROFESSIONAL DOMAIN KNOWLEDGE TO THE TABLE. ALL DIRECTORS ARE PARTICIPATIVE, INTERACTIVE AND COMMUNICATIVE. THE CHAIRMAN HAS ABUNDANT KNOWLEDGE, EXPERIENCE, SKILLS AND UNDERSTANDING OF THE BOARD'S FUNCTIONING, PROCESSES A MIND FOR DETAIL, IS METICULOUS TO THE CORE AND CONDUCTS THE MEETINGS WITH POISE AND MATURITY. THE INFORMATION FLOW BETWEEN YOUR COMPANY'S MANAGEMENT AND THE BOARD IS COMPLETE, TIMELY WITH GOOD QUALITY AND SUFFICIENT QUANTITY. |