| THE NOMINATION AND REMUNERATION COMMITTEE (NRC) OF YOUR COMPANY HAS FORMULATED AND LAID DOWN CRITERIA FOR PERFORMANCE EVALUATION OF THE BOARD (INCLUDING COMMITTEES) AND INDIVIDUAL DIRECTORS (INCLUDING CHAIRMAN, MANAGING DIRECTOR AND INDEPENDENT DIRECTORS) COVERING, INTER ALIA, THE FOLLOWING PARAMETERS: (I) BOARD EVALUATION - DEGREE OF FULFILLMENT OF KEY RESPONSIBILITIES; BOARD CULTURE AND DYNAMICS, AMONGST OTHERS; (II) BOARD COMMITTEE EVALUATION - EFFECTIVENESS OF MEETINGS; COMMITTEE DYNAMICS, AMONGST OTHERS; (III) INDIVIDUAL DIRECTOR EVALUATION (INCLUDING CHAIRMAN AND INDEPENDENT DIRECTORS) - ATTENDANCE, CONTRIBUTION AT BOARD MEETINGS, GUIDANCE/SUPPORT TO MANAGEMENT OUTSIDE BOARD / COMMITTEE MEETINGS, FULFILMENT OF CRITERIA OF INDEPENDENCE FOR INDEPENDENT DIRECTORS; ETC., AMONGST OTHERS. THE BOARD EVALUATION FRAMEWORK HAS BEEN DESIGNED IN COMPLIANCE WITH THE REQUIREMENTS UNDER THE COMPANIES ACT, 2013, SEBI LISTING REGULATIONS AND IN ACCORDANCE WITH THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY SEBI IN JANUARY, 2017.DURING THE YEAR UNDER REVIEW, ANNUAL PERFORMANCE EVALUATION WAS CARRIED OUT BY THE BOARD OF ITS OWN PERFORMANCE AS WELL AS EVALUATION OF THE WORKING OF VARIOUS BOARD COMMITTEES, VIZ., AUDIT COMMITTEE, STAKEHOLDERS RELATIONSHIP COMMITTEE, NOMINATION AND REMUNERATION COMMITTEE AND CORPORATE SOCIAL RESPONSIBILITY COMMITTEE. THIS EVALUATION WAS LED BY THE CHAIRMAN OF THE BOARD WITH SPECIFIC FOCUS ON PERFORMANCE AND EFFECTIVE FUNCTIONING OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS. ALL THE EVALUATION WERE CONDUCTED THROUGH STRUCTURED SELF ASSEMENT BASED QUESTIONNAIRE DESIGNED WITH QUALITATIVE PARAMETERS AND FEEDBACK BASED ON RATINGS AND WERE CONDUCTED AFTER SEEKING INPUTS FROM ALL THE DIRECTORS/COMMITTEE MEMBERS. BASED ON THE ABOVE PARAMETERS, THE PERFORMANCE OF THE BOARD WAS FOUND TO BE EFFECTIVE AND THAT OF THE MAJORITY OF THE INDIVIDUAL DIRECTORS (INCLUDING INDEPENDENT DIRECTORS) WAS EVALUATED AND FOUND TO BE EFFECTIVE. PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS DONE BY THE ENTIRE BOARD, EXCLUDING THE INDEPENDENT DIRECTOR BEING EVALUATED.IT WAS EVALUATED AND FOUND THAT THE PERFORMANCE OF BOARD COMMITTEES IS EFFECTIVE, BASED ON THE RATINGS ASSIGNED AND THEY ARE ADEQUATELY COMPOSED (IN TERMS OF SIZE, SKILL, EXPERTISE, EXPERIENCE, ETC.) TO CARRY OUT THE RESPONSIBILITIES AND ADDRESSING THE OBJECTIVES FOR WHICH IT HAS BEEN SET UP BY THE BOARD. ALSO, THERE IS CLARITY BETWEEN THE BOARD, MANAGEMENT AND COMMITTEE W.R.T. THE ROLE PLAYED BY THE COMMITTEE. DURING THE YEAR UNDER REVIEW, IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS, PERFORMANCE OF NON-INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE AND THE CHAIRMAN OF THE COMPANY WAS EVALUATED, TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTORS. IT WAS HELD UNANIMOUSLY THAT THE NON-INDEPENDENT DIRECTOR, VIZ MANAGING DIRECTOR BRINGS TO THE BOARD, ABUNDANT KNOWLEDGE IN HIS FIELD AND IS AN EXPERT IN HIS AREA. BESIDES, HE IS INSIGHTFUL, CONVINCING, ASTUTE, WITH A KEEN SENSE OF OBSERVATION, MATURE AND HAS A DEEP KNOWLEDGE OF YOUR COMPANY. THE MANAGING DIRECTOR?S PERFORMANCE WAS RATED AS EFFECTIVE. IT WAS HELD UNANIMOUSLY AGREED THAT OTHER NON-EXECUTIVE NON- INDEPENDENT DIRECTORS ACTIVELY ENGAGED IN THE BOARD?S DELIBERATIONS AND PROVIDED AN INDEPENDENT PERSPECTIVE TO DRIVE STRATEGIC DECISION- MAKING AND OBJECTIVE JUDGEMENT. THEIR PERFORMANCE WAS RATED AS EFFECTIVE. THE BOARD, AS A WHOLE, IS AN INTEGRATED, BALANCED AND COHESIVE UNIT, WHERE DIVERSE VIEWS ARE EXPRESSED AND DISCUSSED WHEN REQUIRED, WITH EACH DIRECTOR BRINGING PROFESSIONAL DOMAIN KNOWLEDGE TO THE TABLE. ALL DIRECTORS ARE PARTICIPATIVE, INTERACTIVE AND COMMUNICATIVE. THE BOARD?S PERFORMANCE WAS RATED AS EFFECTIVE. THE CHAIRMAN OF THE BOARD HAD 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. THE CHAIRMAN?S PERFORMANCE WAS RATED AS EFFECTIVE. THE INFORMATION FLOW BETWEEN YOUR COMPANY?S MANAGEMENT AND THE BOARD IS SATISFACTORY. |