THE COMPANY HAD IN PLACE A POLICY ON PERFORMANCE EVALUATION WHEREIN IT HAD LAID DOWN CRITERIA FOR PERFORMANCE EVALUATION OF THE BOARD (INCLUDING COMMITTEES) AND EVERY DIRECTOR (INCLUDING INDEPENDENT DIRECTORS AND CHAIRPERSON) 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 REGULATION 19(4) READ WITH PART D OF SCHEDULE II OF SEBI LISTING REGULATIONS, 2015 COVERING INTER-ALIA THE FOLLOWING PARAMETERS NAMELY: I. FOR BOARD EVALUATION - DEGREE OF FULFILLMENT OF KEY RESPONSIBILITIES; BOARD CULTURE AND DYNAMICS. II. BOARD COMMITTEE EVALUATION - EFFECTIVENESS OF MEETINGS; COMMITTEE DYNAMICS. III. INDIVIDUAL DIRECTOR EVALUATION (INCLUDING IDS) - CONTRIBUTION AT BOARD MEETINGS. FURTHER, THE CHAIRPERSON IS EVALUATED ON KEY ASPECTS OF HER ROLE WHICH INCLUDES INTER- ALIA EFFECTIVE LEADERSHIP TO THE BOARD AND ADEQUATE GUIDANCE TO THE MANAGING DIRECTOR. DURING THE YEAR UNDER REVIEW, THE BOARD CARRIED OUT ANNUAL EVALUATION OF ITS OWN PERFORMANCE AS WELL AS EVALUATION OF THE WORKING OF VARIOUS BOARD COMMITTEES VIZ. AUDIT COMMITTEE, STAKEHOLDERS’ RELATIONSHIP COMMITTEE AND NOMINATION AND REMUNERATION COMMITTEE. THIS EXERCISE WAS CARRIED OUT THROUGH A STRUCTURED QUESTIONNAIRE PREPARED SEPARATELY FOR INDIVIDUAL BOARD MEMBER AND BOARD COMMITTEES BASED ON THE CRITERIA PER POLICY ON PERFORMANCE EVALUATION AND IN CONTEXT OF THE GUIDANCE NOTE DATED JANUARY 05, 2017 ISSUED BY SEBI. BASED ON THESE CRITERIA, THE PERFORMANCE OF THE BOARD, VARIOUS BOARD COMMITTEES VIZ. AUDIT COMMITTEE, STAKEHOLDERS’ RELATIONSHIP COMMITTEE, NOMINATION AND REMUNERATION COMMITTEE AND INDIVIDUAL DIRECTORS (INCLUDING INDEPENDENT DIRECTORS) WAS EVALUATED AND FOUND TO BE SATISFACTORY. DURING THE YEAR UNDER REVIEW, THE INDEPENDENT DIRECTORS OF THE COMPANY REVIEWED THE PERFORMANCE OF NON- INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE AND OF THE CHAIRPERSON OF THE COMPANY, TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTOR AND NON- EXECUTIVE DIRECTORS. FURTHER, THE INDEPENDENT DIRECTORS HOLD UNANIMOUS OPINION THAT THE NON-INDEPENDENT DIRECTORS INCLUDING THE CHAIRPERSON 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 THE 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 CHAIRPERSON HAS ABUNDANT KNOWLEDGE, EXPERIENCE, SKILLS AND UNDERSTANDING OF THE BOARD’S FUNCTIONING, POSSESSES A MIND FOR DETAIL, IS METICULOUS TO THE CORE AND CONDUCTS THE MEETINGS WITH POISE AND MATURITY. |