PURSUANT TO THE PROVISIONS OF THE ACT, AND THE LISTING REGULATIONS, READ WITH GUIDANCE NOTE ON BOARD EVALUATION OF SEBI DATED 5TH JANUARY, 2017, THE NOMINATION & REMUNERATION COMMITTEE HAS LAID DOWN THE CRITERIA FOR PERFORMANCE EVALUATION, IN A STRUCTURED QUESTIONNAIRE FORM AFTER TAKING INTO CONSIDERATION VARIOUS ASPECTS OF THE BOARD FUNCTIONING, COMPOSITION OF THE BOARD AND ITS COMMITTEES, CULTURE, EXECUTION, DILIGENCE, INTEGRITY, AWARENESS AND PERFORMANCE OF SPECIFIC LAWS, DUTIES, OBLIGATIONS AND GOVERNANCE, ON THE BASIS OF WHICH, THE BOARD HAS CARRIED OUT THE ANNUAL EVALUATION OF ITS OWN PERFORMANCE, THE PERFORMANCE OF BOARD COMMITTEE AND OF DIRECTORS INDIVIDUALLY. THE PERFORMANCE OF THE BOARD AND INDIVIDUAL DIRECTORS WAS EVALUATED BY THE BOARD SEEKING FEEDBACK FROM ALL THE DIRECTORS. THE PERFORMANCE OF THE COMMITTEES WAS EVALUATED BY THE BOARD SEEKING VIEWS FROM THE COMMITTEE MEMBERS. AS PER PARA VII OF SCHEDULE IV OF THE ACT, THE INDEPENDENT DIRECTORS OF THE COMPANY, WITHOUT THE PARTICIPATION OF NON-INDEPENDENT DIRECTORS AND MEMBERS OF MANAGEMENT, IN THEIR SEPARATE MEETING HELD ON 11TH AUGUST, 2021HAVE REVIEWED THE PERFORMANCE OF: • NON-INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE; • THE CHAIRMAN OF THE COMPANY TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTORS AND NON EXECUTIVE DIRECTORS; • ASSESSED THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE COMPANY MANAGEMENT AND THE BOARD THAT IS NECESSARY FOR THE BOARD TO EFFECTIVELY AND REASONABLY PERFORM THEIR DUTIES. THE REVIEW OF PERFORMANCE OF NON-INDEPENDENT DIRECTORS WAS DONE AFTER DISCUSSING WITH THEM ON VARIOUS PARAMETERS, SUCH AS, SKILL, COMPETENCE, EXPERIENCE, DEGREE OF ENGAGEMENT, IDEAS AND PLANNING ETC. THE BOARD PERFORMANCE WAS REVIEWED ON VARIOUS PARAMETERS, SUCH AS, ADEQUACY OF THE COMPOSITION OF THE BOARD, BOARD CULTURE, APPROPRIATENESS OF QUALIFICATION & EXPERTISE OF BOARD MEMBERS, PROCESS OF IDENTIFICATION AND APPOINTMENT OF INDEPENDENT DIRECTORS, INTER-PERSONAL SKILLS, ABILITY TO ACT PROACTIVELY, MANAGING CONFLICTS, MANAGING CRISIS SITUATIONS, DIVERSITY IN THE KNOWLEDGE AND RELATED INDUSTRY EXPERTISE, ROLES AND RESPONSIBILITIES OF BOARD MEMBERS, APPROPRIATE UTILIZATION OF TALENTS AND SKILLS OF BOARD MEMBERS ETC. THE EVALUATION OF THE CHAIRMAN OF THE COMPANY WAS CONDUCTED ON VARIOUS PARAMETERS SUCH AS LEADERSHIP, QUALITY, CAPABILITY, AVAILABILITY, CLARITY OF UNDERSTANDING, GOVERNANCE & COMPLIANCE AND DEGREE OF CONTRIBUTION ETC. THE BOARD OF DIRECTORS OF THE COMPANY EXPRESSED THEIR SATISFACTION TOWARDS THE PROCESS OF REVIEW AND EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS. |