IN PURSUANT TO THE PROVISIONS OF SECTION 134(3)(P) OF THE COMPANIES ACT, 2013, THE BOARD OF DIRECTORS OF THE COMPANY IS COMMITTED TO GET ITS PERFORMANCE EVALUATED IN ORDER TO IDENTIFY ITS STRENGTHS AND AREAS IN WHICH IT MAY IMPROVE ITS FUNCTIONING. TO THAT END, THE NOMINATION AND REMUNERATION COMMITTEE HAS ESTABLISHED THE PROCESS FOR EVALUATION OF PERFORMANCE OF DIRECTORS INCLUDING INDEPENDENT DIRECTORS, THE BOARD AND ITS COMMITTEES. THE EVALUATION OF PERFORMANCE OF EXECUTIVE DIRECTORS IS DONE BY INDEPENDENT DIRECTORS. THE COMPANY HAS DEVISED A POLICY FOR PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS, BOARD, COMMITTEES AND OTHER INDIVIDUAL DIRECTORS WHICH INCLUDES CRITERIA AND PROCESS FOR PERFORMANCE EVALUATION OF THE NON-EXECUTIVE DIRECTORS AND EXECUTIVE DIRECTORS THROUGH STRUCTURED QUESTIONNAIRE TO JUDGE THE KNOWLEDGE TO PERFORM THE ROLE, TIME AND LEVEL OF PARTICIPATION, PERFORMANCE OF DUTIES, PROFESSIONAL CONDUCT, INDEPENDENCE ETC. THE APPOINTMENT/RE-APPOINTMENT / CONTINUATION OF DIRECTORS ON THE BOARD SHALL BE BASED ON THE OUTCOME OF EVALUATION PROCESS. THE SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) VIDE CIRCULAR SEBI/HO/CFD/CMD/CIR/2017/004 DATED 5TH JANUARY, 2017, ISSUED A GUIDANCE NOTE ON BOARD EVALUATION ABOUT VARIOUS ASPECTS INVOLVED IN THE BOARD EVALUATION PROCESS TO BENEFIT ALL STAKEHOLDERS. WHILE EVALUATING THE PERFORMANCE THE ABOVE GUIDANCE NOTE WAS CONSIDERED. DURING THE YEAR UNDER REVIEW AS PER THE POLICY FOR THE PERFORMANCE EVALUATION, FORMAL EVALUATION OF PERFORMANCE OF DIRECTORS INCLUDING INDEPENDENT DIRECTORS, THE BOARD AND ITS COMMITTEES WAS MADE BY THE INDEPENDENT DIRECTORS AND THE NOMINATION AND REMUNERATION COMMITTEE IN THEIR RESPECTIVE MEETINGS AND AN EXECUTIVE SUMMARY OF FINDINGS AND SEVERAL KEY RECOMMENDATIONS FROM THE EVALUATION PROCESS WAS PLACED BEFORE THE BOARD FOR ITS INFORMATION AND CONSIDERATION. INPUTS WERE RECEIVED FROM THE DIRECTORS, COVERING VARIOUS ASPECTS OF THE BOARD'S FUNCTIONING, SUCH AS THE ADEQUACY OF THE COMPOSITION OF THE BOARD AND ITS COMMITTEES, ITS EFFECTIVENESS, ETHICS AND COMPLIANCES, THE EVALUATION OF THE COMPANY'S PERFORMANCE, AND INTERNAL CONTROL AND AUDITS . THE DIRECTOR/S WERE SATISFIED WITH THE EVALUATION RESULTS, WHICH REFLECTED THE OVERALL ENGAGEMENT OF THE BOARD AND ITS COMMITTEE/S WITH THE COMPANY. |