PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013, SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND GUIDANCE NOTES ISSUED BY SEBI IN THIS REGARD, NOMINATION AND REMUNERATION COMMITTEE HAS FORMULATED CRITERIA FOR EVALUATION OF THE PERFORMANCE OF THE BOARD OF DIRECTORS, ITS COMMITTEES, INDEPENDENT DIRECTORS, NON-INDEPENDENT DIRECTORS, CHAIRMAN, CEO AND THE MANAGING DIRECTORS. BASED ON THOSE CRITERIA, PERFORMANCE EVALUATION HAS BEEN DONE. A STRUCTURED QUESTIONNAIRE WAS PREPARED AND CIRCULATED AFTER TAKING INTO CONSIDERATION INPUTS RECEIVED FROM THE DIRECTORS, 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, ETHICS AND COMPLIANCES, FINANCIAL REPORTING PROCESS AND MONITORING ACTIVITIES. PERFORMANCE PARAMETERS FOR THE BOARD AS A COLLECTIVE BODY, INCLUDED PARAMETERS LIKE QUALIFICATION AND DIVERSITY OF BOARD MEMBERS, METHOD AND CRITERIA FOR SELECTION OF INDEPENDENT DIRECTORS TO ENSURE INDEPENDENCE, AVAILABILITY, APPROPRIATENESS, CLARITY OF UNDERSTANDING ON RISK SCENARIOS FACED BY THE COMPANY, EXISTENCE, SUFFICIENCY AND APPROPRIATENESS OF POLICY ON DEALING WITH POTENTIAL CONFLICTS OF INTEREST, INVOLVEMENT OF BOARD MEMBERS IN LONG –TERM STRATEGIC PLANNING ETC. BASED ON THESE CRITERIA, THE PERFORMANCE OF THE BOARD, VARIOUS BOARD COMMITTEES, CHAIRMAN, CEO, MANAGING DIRECTOR AND INDIVIDUAL DIRECTORS (INCLUDING INDEPENDENT DIRECTORS) WAS FOUND TO BE SATISFACTORY. INDEPENDENT DIRECTORS HAVE REVIEWED THE PERFORMANCE OF BOARD, NON- INDEPENDENT DIRECTOR AND CHAIRMAN IN THEIR SEPARATELY HELD MEETING WITHOUT THE PARTICIPATION OF OTHER NON-INDEPENDENT DIRECTORS AND MEMBERS OF MANAGEMENT. BASED ON THEIR REVIEW, THE INDEPENDENT DIRECTORS, HOLD A UNANIMOUS OPINION THAT THE NON- INDEPENDENT DIRECTORS, INCLUDING THE CHAIRMAN TO THE BOARD ARE EXPERTS WITH SUFFICIENT KNOWLEDGE IN THEIR RESPECTIVE FIELD OF ACTIVITIES. |